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 September 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:

         691,914 shares of common stock, $.01 par value per share, were issued
and outstanding as of November 8, 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)
                    September 30, 2002 and December 31, 2001

                                     Assets
                                     ------
<TABLE>
<CAPTION>
                                                                              2002              2001
                                                                              ----              ----
<S>                                                                <C>                    <C>
 Cash and due from banks, including reserve
        requirements of $372,000 in 2002 and $245,000 in 2001       $      3,120,689         2,657,057
 Federal funds sold                                                          245,000         2,548,020
 Interest bearing deposits                                                   557,494           399,533
                                                                         -----------       -----------
        Cash and cash equivalents                                          3,923,183         5,604,610

 Securities available-for-sale                                            25,033,374        22,120,180
 Securities held-to-maturity                                               1,384,704         1,384,610
 Loans held-for-sale                                                       2,387,106           992,342
 Loans, net                                                               83,033,239        77,039,865
 Premises and equipment, net                                               3,477,253         3,574,758
 Bank owned life insurance                                                 1,389,784         1,337,101
 Accrued interest receivable and other assets                              1,574,328         1,877,492
                                                                         -----------       -----------
                                                                    $    122,202,971       113,930,958
                                                                         ===========       ===========

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

 Deposits:
        Demand                                                      $     12,202,733         9,947,672
        Interest bearing demand                                           10,716,378         7,598,899
        Savings                                                           25,458,570        16,167,600
        Time                                                              37,882,579        38,413,997
        Time, $100,000 and over                                           12,920,916        18,734,923
                                                                         -----------       -----------
                   Total deposits                                         99,181,176        90,863,091

 Federal Home Loan Bank borrowings                                        12,000,000        12,850,000
 Revolving credit line                                                       180,000              -
 Accrued interest payable and other liabilities                              611,980           714,530
                                                                         -----------       -----------
                   Total liabilities                                     111,973,156       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; 691,914 and 703,766 shares
                   issued and outstanding respectively                         6,919             7,038
        Additional paid-in capital                                         6,904,299         6,996,009
        Retained earnings                                                  2,987,609         2,198,420
        Accumulated other comprehensive income                               330,988           301,870
                                                                         -----------       -----------
                   Total stockholders' equity                             10,229,815         9,503,337
                                                                         -----------       -----------
                                                                    $    122,202,971       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 Nine and Three Months Ended September 30, 2002 and 2001
<TABLE>
<CAPTION>

                                                                     Nine Months     Nine Months       Three Months     Three Months
                                                                         Ended           Ended             Ended            Ended
                                                                     Sep 30, 2002    Sep 30, 2001      Sep 30, 2002     Sep 30, 2001
                                                                     ------------    ------------      ------------     ------------
<S>                                                              <C>                  <C>               <C>              <C>
Interest income:
    Interest and fees on loans                                    $    4,760,010       5,284,223         1,619,608        1,725,093
    Interest and dividends on investments
       Taxable                                                           583,787         669,411           189,088          157,949
       Nontaxable                                                        316,173         305,363           105,015          164,158
    Interest on federal funds sold and deposits with other banks          57,717         123,920            32,405           33,385
                                                                       ---------       ---------         ---------        ---------
       Total interest income                                           5,717,687       6,382,917         1,946,116        2,080,585
                                                                       ---------       ---------         ---------        ---------
Interest expense:
    Time deposits                                                      1,727,719       2,646,848           520,112          836,529
    Savings deposits                                                     312,506         311,442           119,082           99,932
    Interest bearing demand deposits                                      78,718          92,062            24,556           26,610
    Other                                                                358,199         528,362           134,685          156,202
                                                                       ---------       ---------         ---------        ---------
       Total interest expense                                          2,477,142       3,578,714           798,435        1,119,273
                                                                       ---------       ---------         ---------        ---------

       Net interest income                                             3,240,545       2,804,203         1,147,681          961,312
Provision for loan losses                                                234,000         198,000            78,000           66,000
                                                                       ---------       ---------         ---------        ---------
       Net interest income after provision for loans losses            3,006,545       2,606,203         1,069,681          895,312
Other income:
    Service charges                                                      409,878         250,639           137,698           87,280
    Other                                                                357,604         311,388           158,059          107,280
                                                                       ---------       ---------         ---------        ---------
       Total other income                                                767,482         562,027           295,757          194,560

Other expenses:
    Salaries and employee benefits                                     1,381,367       1,148,974           474,736          376,141
    Occupancy                                                            386,787         350,353           138,018          124,410
    Other operating                                                      793,211         676,397           272,404          229,322
                                                                       ---------       ---------         ---------        ---------
       Total other expenses                                            2,561,365       2,175,724           885,158          729,873
                                                                       ---------       ---------         ---------        ---------
       Income  before income taxes                                     1,212,662         992,506           480,280          359,999

Income tax expense                                                       337,004         266,097           141,107           98,303
                                                                       ---------       ---------         ---------        ---------
       Net income                                                 $      875,658         726,409           339,173          261,696
                                                                       =========       =========         =========        =========
Other comprehensive income
    Unrealized gains on securities available-for-sale
       arising during  the period, net of tax of $93,878,
       $159,760, $44,697 and $64,243, respectively                       153,429         261,104            73,051          104,996

    Unrealized gain (loss)  on interest rate swap arising during
       the period net of tax (benefit) of $(76,061), $68,943,
       $(43,605) and $11,257, respectively                              (124,311)        112,678           (71,267)          18,398
                                                                       ---------       ---------         ---------        ---------
       Comprehensive income                                       $      904,776       1,100,191           340,957          385,090
                                                                       =========       =========         =========        =========
Basic earnings per share                                          $         1.26            1.03              0.49             0.37
                                                                       =========       =========         =========        =========
Diluted earnings per share                                        $         1.19            0.98              0.46             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 the Nine Months Ended September 30, 2002 and 2001
<TABLE>
<CAPTION>


                                                                                           2002              2001
                                                                                           ----              ----
<S>                                                                                <C>                  <C>
 Cash flows from operating activities:
              Net income                                                            $     875,658          726,409
              Adjustments to reconcile net income to net cash
                         provided by operating activities:
                         Depreciation, amortization and accretion                         258,151          158,727
                         Provision for loan losses                                        234,000          198,000
                         Noncash compensation to directors                                 58,356           48,648
                         Change in:
                           Interest receivable and other assets                           156,603          128,463
                           Loans held-for-sale                                         (1,394,764)            -
                           Interest payable and other liabilities                        (102,549)         (28,672)
                                                                                        ---------        ---------
                        Net cash provided by operating activities                          85,455        1,231,575
                                                                                        ---------        ---------
 Cash flows from investing activities:
              Proceeds from maturities and calls of securities available-for-sale       3,303,439        5,540,140
              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                               (6,157,022)      (7,966,154)
              Net increase in loans                                                    (6,227,374)      (3,537,514)
              Purchases of premises and equipment                                         (97,356)        (296,955)
                                                                                        ---------        ---------
                         Net cash used by investing activities                         (9,178,313)      (5,007,202)
                                                                                        ---------        ---------
 Cash flows from financing activities:
              Change in deposits                                                        8,318,085        7,004,027
              Change in other long term borrowings                                        180,000             -
              Repayment of FHLB borrowings                                               (850,000)            -
              Change in securities sold under repurchase agreements                          -          (2,500,000)
              Common stock repurchased and retired                                       (236,654)         (92,800)
              Proceeds from stock options exercised                                          -              92,780
                                                                                        ---------        ---------
                         Net cash provided by financing activities                      7,411,431        4,504,007
                                                                                        ---------        ---------

 Net change in cash and cash equivalents                                               (1,681,427)         728,380

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

 Cash and cash equivalents at end of period                                         $   3,923,183        8,135,212
                                                                                        =========        =========
 Supplementary disclosures of cash flow information:
              Cash paid during the period for:
                         Interest                                                   $   2,645,423        3,726,953
                         Income taxes                                               $     369,711          194,890
 Non cash investing and financing activities:
              Change in unrealized gain on securities
                         available-for-sale                                         $     247,307          420,863
              Change in unrealized gain (loss) on interest rate swap                $    (200,372)         181,621
</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
---------------------
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 as of September 30,
2002. 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

                                       6
<PAGE>

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.

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.

                                       7
<PAGE>



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
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>

                                    Nine months ended Sept. 30, 2002          Three months ended Sept. 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         $875,658       693,881        $1.26        $339,173       688,708        $0.49

Effect of stock options              -           44,417        (0.07)           -           44,687        (0.03)
                                  -------       -------         ----         -------       -------         ----

Diluted earnings per share       $875,658       738,299        $1.19        $339,173       733,395        $0.46
                                  =======       =======         ====         =======       =======         ====
</TABLE>
<TABLE>
<CAPTION>
                                    Nine months ended Sept. 30, 2001          Three months ended Sept. 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         $726,409       702,349        $1.03        $261,696       704,951       $0.37

Effect of stock options              -           38,603        (0.05)           -           39,651       (0.02)
                                  -------       -------         ----         -------       -------        ----

Diluted earnings per share       $726,409       740,952        $0.98        $261,696       744,602       $0.35
                                  =======       =======         ====         =======       =======        ====
</TABLE>

                                       8
<PAGE>


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

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;

                                       9
<PAGE>

    (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 September 30, 2002, the Company had $122.2 million in total assets, up
$8.3 million over year-end 2001. Total deposits increased $8.3 million over
year-end 2001 to $99.2 million.  Net loans outstanding increased $6.0 million
over year-end 2001 to $83.0 million. Loans held-for-sale increased $1.4 million
to $2.4 million 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.

Recent Event

On September 24, 2002, the Company filed a Schedule 13E-3 with the Securities
and Exchange Commission, which effectively discloses a proposed recapitalization
of the Company through a 1-for-2,000 share reverse stock split of the Company's
common stock. The primary purposes of the recapitalization plan is to promote
more efficient utilization of our capital and enhance shareholder value by
reducing or eliminating specific administrative expenses and regulatory burdens
associated with the size of Greater Rome's shareholder base. The
recapitalization plan is further designed to decrease the administrative
expenses incurred in servicing a large number of shareholders who own relatively
small numbers of shares. If approved by the shareholders, the recapitalization
of the Company is expected to result in the deregistration of the Company's
common stock under the Securities Exchange Act.

Generally, the recapitalization plan of the Company provides that each
outstanding share of the Company's common stock will be converted into .0005 of
a share and that fractional shares (except in limited circumstances) resulting
from the reverse stock split will be converted into the right to receive cash at
a cash-for-stock exchange price of $18.00 per share, on a pre-split basis.
Because the expected recapitalization of the Company will, if approved, result
in a substantial decrease in the number of shareholders of the Company, as well
as the number of its outstanding shares, the marketability and liquidity of the
Company's common stock may be unfavorably affected.

                                       10
<PAGE>

Definitive proxy materials for a special meeting of the shareholders were also
filed with the Securities and Exchange Commission on November 12, 2002 in
connection with a special shareholder meeting to be held on December 19, 2002,
to allow shareholders to vote on the Company's plan of recapitalization.

Capital

At September 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 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. Since January 1, 2001, the Company has purchased and
retired 21,864 shares of stock from shareholders. The price per share for these
unsolicited repurchase transactions ranged from $14.00 per share to $16.00 per
share.

The Bank's capital at September 30, 2002 will support assets up to approximately
$143.6 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 $158.1 million.
The recapitalization plan will not affect the Bank's capital. Based on a
12-month projection after recapitalization, the Company would approach the
minimum limits to be well-capitalized when our assets are approximately $163.5
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 September 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.

                                       11
<PAGE>

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
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 nine months of 2002, deposit growth exceeded loan growth by $2.3
million. Securities held-to-maturity remained unchanged at $1.4 million.
Securities available-for-sale increased $2.9 million to $25.0 million. At
September 30, 2002, the duration of the Bank's securities portfolio was 3.2
years with a weighted average tax equivalent yield of 5.58%. 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 September 30, 2002, marketable securities totaling $2.8
million were pledged as collateral for FHLB advances and marketable securities
totaling $1.5 million were pledged as collateral for public funds deposited by
the Floyd County Tax Commissioner's office. As of September 30, 2002, the Bank
had unfunded loan commitments totaling $7.7 million.

At September 30, 2002 the funds available for liquidity purposes consisted of
$22.1 million in securities (eligible for sale under repurchase agreements),
plus Federal funds sold and other short-term bank deposits of $3.9 million, for
a total of $26.0 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 $8.0 million, all of which were 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 September 30, 2002, the Bank had a total of $12.0
million in advances outstanding with the FHLB. We have assigned $18.2 million in
eligible residential first mortgage and commercial real estate loans and $2.8
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 the call option is exercised on the advance, it 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 advance 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.

                                       12
<PAGE>

RESULTS OF OPERATIONS

The Company had net earnings of $875,658 ($1.26 per share) for the nine months
ended September 30, 2002 and $339,173 ($0.49 per share) for the three months
ended September 30, 2002. This compares to net earnings of $726,409 ($1.03 per
share) for the nine months ended September 30, 2001 and $261,696 ($0.37 per
share) for the three months ended September 30, 2001.

Net Interest Income

Net interest income increased $436,342 (15.6%) to $3,240,545 for the nine months
ended September 30, 2002 and increased $186,369 (19.4%) to $1,147,681 for the
three months ended September 30, 2002 as compared to the same periods in 2001.
This increase was primarily due to the increase in average earning assets from
$100.3 million in third quarter 2001 to $110.8 million for the third quarter of
2002. The net yield on average earning assets, before the provision for loan
losses, was 3.91% for 2002. This compares to 3.74% for 2001. The Bank's cost of
funds has decreased 178 basis points, while its yield on earning assets has
decreased 161 basis points in the third 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 1.9% to 87.6%,
while loans as a percent of earning assets increased 0.4% to 74.0%. The
improvement in the interest-bearing liabilities ratio was a result of the Bank's
efforts to increase core deposit growth in order to decrease non-core fund
dependence and reduce interest expense.

Summary of Loan Loss Experience
<TABLE>
<CAPTION>
                                                     Nine months     Nine months      Three months     Three months
                                                        ended           ended            ended             ended
    Allowance for possible loan losses                 9/30/02         9/30/01          9/30/02           9/30/01
    ----------------------------------                 -------         -------          -------           -------
<S>                                             <C>                 <C>               <C>              <C>
Balance at the beginning of the period           $     913,388         856,902         1,030,310          919,480

Charge-offs:
    Commercial                                           6,201          81,200              -              54,372
    Consumer loans                                     120,489          56,827            67,030            8,320
                                                     ---------         -------         ---------          -------
    Total                                              126,690         138,027            67,030           62,692
                                                     ---------         -------         ---------          -------
Recoveries:
    Real estate - mortgage                               1,578           2,046              -               1,898
    Consumer loans                                      28,219          32,258             9,215           26,493
                                                     ---------         -------         ---------          -------
    Total                                               29,797          34,304             9,215           28,391
                                                     ---------         -------         ---------          -------
Net charge-offs (recoveries):                           96,893         103,723            57,815           34,301
Additions charged to operations                        234,000         198,000            78,000           66,000
                                                     ---------         -------         ---------          -------
Balance at end of period                         $   1,050,495         951,179         1,050,495          951,179
                                                     =========         =======         =========          =======
Average loans outstanding                        $  81,985,838      74,635,956        83,866,523       74,456,803
Ratio of net charge-offs to average loans                0.12%           0.14%             0.07%            0.05%
</TABLE>

The provision for loan losses was $234,000 in the first nine months of 2002,
representing a $36,000 increase from the provision for the same period in 2001.
This increase was due to the 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 loan losses. This
evaluation considers historical loan losses by risk grade under each major

                                       13
<PAGE>

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.

                                       14
<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          $         -
                Commercial                    8,000
                Consumer                    161,000
                                            -------
                Total                $      169,000
                                            =======


Risk Elements
<TABLE>
<CAPTION>
                                                               Sept. 30, 2002        Sept. 30, 2001
                                                               --------------        --------------
Nonaccrual, Past Due and Restructured Loans
-------------------------------------------
<S>                                                        <C>                           <C>
Nonaccrual loans                                            $       84,814                108,966
Accruing loans contractually past due 90 days or more       $         -                      -
Troubled debt restructurings                                $       70,729                 71,142
</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 $1,764 in 2002 and $9,548 in 2001.  The amount of interest that was
included in interest income on the above loans was $0 in 2002 and $2,236 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 $205,455 (36.6%) to $767,482 for the nine months
ended September 30, 2002 and increased 101,197 (52.0%) to $295,757 for the three
months ended September 30, 2002 as compared to the same periods in 2001. These
increases were 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
$161,939 in 2001 to $309,390 in 2002. Of that increase, $119,849 was directly

                                       15
<PAGE>

related to the overdraft privilege program. Non-interest expenses increased
$385,641(17.7%) to $2,561,365 for the nine months ended September 30, 2002 and
$155,285 (21.3%) to $885,158 for the three months ended September 30, 2002 from
the same periods for 2001.

Salaries and benefits for the nine months ended September 30, 2002 increased
$232,393 (20.2%) to $1,381,367 and increased $98,595 (26.2%) to $474,736 for the
three months ended September 30, 2002 as compared to the same periods in 2001.
These increases are due to the growth in the number of full-time-equivalent
employees, salary increases and increases in the costs of employee benefits.
Occupancy costs increased by $36,434 (10.4%) to $386,787 for the nine months
ended September 30, 2002, and increased $13,608 (10.9%) to $138,018 for the
three months ended September 30, 2002 over the same periods in 2001.

Other operating expenses increased $116,814 (17.3%) to $793,211 for the nine
months ended September 30, 2002, and increased $43,082 (18.8%) to $272,404 for
the three months ended September 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.

                                       16
<PAGE>

Item 3.  Controls and Procedures

Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Company (including its consolidated subsidiaries) that is required to be
included in the Company's periodic filings with the Securities and Exchange
Commission. There have been no significant changes in the Company's internal
controls or, to the Company's knowledge, in other factors that could
significantly affect those internal controls subsequent to the date the Company
carried out its evaluation, and there have been no corrective actions with
respect to significant deficiencies or material weaknesses.

                                       17
<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.
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.


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).

                                       18
<PAGE>

        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).

       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).

       10.9  Revolving Line of Credit Agreement dated January 31, 2001 by and
             between the Company and SunTrust Bank (Incorporated by reference to
             Exhibit 6 of the Company's Schedule 13E-3, as Amended, filed with
             the Securities and Exchange Commission on September 24, 2002).

        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
September 30, 2002.

                                       19
<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:  November 12, 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



                                       20
<PAGE>



                                  Certification

I, Thomas D. Caldwell, III, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Greater Rome
     Bancshares, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a)     designed such disclosure controls and procedures to ensure
                that material information relating to the registrant, including
                its consolidated subsidiaries, is made known to us by others
                within those entities, particularly during the period in which
                this quarterly report is being prepared;

         b)     evaluated the effectiveness of the registrant's disclosure
                controls and procedures as of a date within 90 days prior to the
                filing date of this quarterly report (the "Evaluation Date");
                and

         c)     presented in this quarterly report our conclusions about the
                effectiveness of the disclosure controls and procedures based on
                our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

         a)     all significant deficiencies in the design or operation of
                internal controls which could adversely affect the registrant's
                ability to record, process, summarize and report financial data
                and have identified for the registrant's auditors any material
                weaknesses in internal controls; and

         b)     any fraud, whether or not material, that involves management or
                other employees who have a significant role in the registrant's
                internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  November 12, 2002



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

                                       21
<PAGE>



                                  Certification


I, E. Grey Winstead, III, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Greater Rome
     Bancshares, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a)     designed such disclosure controls and procedures to ensure that
                material information relating to the registrant, including its
                consolidated subsidiaries, is made known to us by others within
                those entities, particularly during the period in which this
                quarterly report is being prepared;

         b)     evaluated the effectiveness of the registrant's disclosure
                controls and procedures as of a date within 90 days prior to the
                filing date of this quarterly report (the "Evaluation Date");
                and

         c)     presented in this quarterly report our conclusions about the
                effectiveness of the disclosure controls and procedures based on
                our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

         a)     all significant deficiencies in the design or operation of
                internal controls which could adversely affect the registrant's
                ability to record, process, summarize and report financial data
                and have identified for the registrant's auditors any material
                weaknesses in internal controls; and

         b)     any fraud, whether or not material, that involves management or
                other employees who have a significant role in the registrant's
                internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  November 12, 2002



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

                                       22
<PAGE>



                          GREATER ROME BANCSHARES, INC.
          Form 10-QSB for the quarterly period ended September 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

                                       23
<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

  10.9  Revolving Line of Credit Agreement dated January 31, 2001 by and between the
        Company and SunTrust Bank (Incorporated by reference to Exhibit 6 of the
        Company's Schedule 13E-3, as amended, filed with the Securities and Exchange
        Commission on September 24, 2002).                                                                  N/A

  99.1  Certification of Messrs. Caldwell and Winstead pursuant to 18 U.S.C.ss.1350                         25
</TABLE>
---------------------------------
* Indicates a management contract or compensatory arrangement.

                                       24
<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 ending September 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)  To the best of the undersigned's knowledge, the Report fully complies
         with the requirements of section 13(a) or 15(d) of the Securities
         Exchange Act of 1934; and

    (2)  To the best of the undersigned's knowledge, the information contained
         in the Report fairly presents, in all material respects, the financial
         condition and result of operation of the Company.


This 12th day of November, 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


                                       25