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, 2000

___      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.)

        1490 Martha Berry Blvd.
            Rome, Georgia                            30162-5271
        -----------------------                      ----------
(Address of Principal Executive Offices)             (Zip Code)

                                 (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:

     701,600 shares of common stock, $.01 par value per share, were issued and
outstanding as of April 30, 2000.

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

<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, 2000 and December 31, 1999

                                          Assets
                                          ------
<TABLE>
<CAPTION>
                                                                           2000             1999
                                                                           ----             ----
<S>                                                                 <C>                  <C>
Cash and due from banks, including reserve
     requirements of $245,000 in 2000 and $194,000 in 1999       $       1,576,578        1,882,436
 Federal funds sold                                                      1,133,000        2,889,000
 Interest bearing deposits                                               2,199,285          258,216
                                                                        ----------       ----------
              Cash and cash equivalents                                  4,908,863        5,029,652

 Securities available for sale                                          14,230,578       12,863,973
 Securities held to maturity                                             1,879,108        1,878,932
 Loans, net                                                             56,160,058       55,090,512
 Premises and equipment, net                                             2,813,989        2,811,150
 Bank owned life insurance                                               1,223,472        1,208,251
 Federal Home Loan Bank Stock                                              500,000          450,000
 Accrued interest receivable and other assets                            1,202,237        1,079,661
                                                                        ----------       ----------
                                                                 $      82,918,305       80,412,131
                                                                        ==========       ==========

                            Liabilities and Stockholder's Equity
                            ------------------------------------

 Deposits:
     Demand                                                      $       7,260,346        8,244,704
     Interest bearing demand                                             6,034,716        5,396,309
     Savings                                                            10,453,059        9,560,218
     Time                                                               29,716,844       28,624,343
     Time, over $100,000                                                11,580,907       11,397,949
                                                                        ----------       ----------
                Total deposits                                          65,045,872       63,223,523

 Federal Home Loan Bank borrowings                                      10,000,000        8,000,000
 Securities sold under repurchase agreement                                  -            1,500,000
 Accrued interest payable and other liabilities                            449,515          388,875
                                                                        ----------       ----------
                         Total liabilities                              75,495,387       73,112,398
                                                                        ----------       ----------
 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; 701,600 shares issued and
                outstanding                                                  7,016            7,016
     Additional paid-in capital                                          6,946,101        6,946,101
     Accumulated earnings                                                  669,161          507,432
     Accumulated other comprehensive income (loss)                        (199,360)        (160,816)
                                                                       -----------       ----------
                Total stockholders' equity                               7,422,918        7,299,733
                                                                       -----------       ----------
                                                                 $      82,918,305       80,412,131
                                                                       ===========       ==========
</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, 2000 and 1999

<TABLE>
<CAPTION>
                                                                         Three Months    Three Months
                                                                            Ended           Ended
                                                                        Mar 31, 2000    Mar 31, 1999
<S>                                                                  <C>                   <C>
Interest income:
    Interest and fees on loans                                       $      1,324,668      1,011,253
    Interest and dividends on investments                                     236,655        167,524
    Interest on federal funds sold and deposits with other banks               60,130         28,005
                                                                            ---------      ---------
       Total interest income                                                1,621,453      1,206,782
                                                                            ---------      ---------
Interest expense:
    Time deposits                                                             563,524        432,064
    Savings deposits                                                           88,766         65,716
    Interest bearing demand deposits                                           29,942         19,009
    Other                                                                     141,583         69,530
                                                                            ---------      ---------
       Total interest expense                                                 823,815        586,319
                                                                            ---------      ---------

       Net interest income                                                    797,638        620,463
Provision for loan losses                                                      31,610         57,600
                                                                            ---------      ---------
       Net interest income after provision for loans losses                   766,028        562,863
                                                                            ---------      ---------

Other income:
    Service charges                                                            50,787         43,213
    Other                                                                      40,149         57,326
                                                                            ---------      ---------
       Total other income                                                      90,936        100,539

Other expenses:
    Salaries and employee benefits                                            330,393        268,719
    Occupancy                                                                  87,780         87,988
    Other operating                                                           205,930        157,969
                                                                            ---------      ---------
       Total other expenses                                                   624,103        514,676
                                                                            ---------      ---------

       Income  before income taxes                                            232,861        148,726
Income tax expense                                                             71,132         48,538
                                                                            ---------      ---------
       Net earnings                                                  $        161,729        100,188
                                                                            =========      =========

Other comprehensive income (loss):
    Unrealized losses on securities available for sale arising
       during  period, net of tax benefit of $23,583 and $7,691               (38,544)       (12,570)
                                                                            ---------      ---------
Comprehensive income                                                 $        123,184         87,618
                                                                            =========      =========

Net earnings per share                                               $           0.23           0.14
                                                                            =========      =========
Diluted net earnings per share                                       $           0.22           0.14
                                                                            =========      =========
</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, 2000 and 1999
<TABLE>
<CAPTION>
                                                                                         2000              1999
                                                                                         ----              ----
<S>                                                                               <C>                    <C>
 Cash flows from operating activities:
       Net earnings                                                               $     161,729           100,188
       Adjustments to reconcile net earnings to net cash
           used by operating activities:
           Depreciation, amortization and accretion                                      43,266            55,981
           Provision for loan losses                                                     31,610            57,600
           Change in:
             Interest receivable and other assets                                      (114,214)          (70,276)
             Interest payable and other liabilities                                      60,639            17,662
                                                                                      ---------         ---------
             Net cash provided by operating activities                                  183,030           161,155
                                                                                      ---------         ---------

 Cash flows from investing activities:
       Proceeds from maturities and calls of securities available for sale              172,967         1,453,211
       Proceeds from maturities and calls of securities held to maturity                   -              515,877
       Purchases of securities available for sale                                    (1,595,762)       (1,423,746)
       Purchase of FHLB stock                                                           (50,000)             -
       Purchase of bank owned life insurance                                                  -          (350,000)
       Net increase in loans                                                         (1,101,157)       (1,901,606)
       Purchases of premises and equipment                                              (52,216)           (7,297)
                                                                                      ---------         ---------
             Net cash used by investing activities                                   (2,626,168)       (1,713,561)
                                                                                      ---------         ---------

 Cash flows from financing activities:
       Net change in demand and savings deposits                                        546,890           (99,697)
       Net change in time deposits                                                    1,275,459         2,618,956
       Net change in FHLB borrowings                                                  2,000,000                 -
       Net change in securities sold under repurchase agreements                     (1,500,000)        1,000,000
       Net change in federal funds purchased                                               -             (500,000)
                                                                                      ---------         ---------
             Net cash provided by financing activities                                2,322,349         3,019,259
                                                                                      ---------         ---------

 Net change in cash and cash equivalents                                               (120,789)        1,466,853

 Cash and cash equivalents at beginning of period                                     5,029,652         4,509,810
                                                                                      ---------         ---------
 Cash and cash equivalents at end of period                                       $   4,908,863         5,976,663
                                                                                      =========         =========

 Supplemental disclosures of cash flow information:
       Cash paid during the year for:
             Interest                                                             $     808,667           538,059
             Income taxes                                                         $       1,400            22,256
 Non cash investing and financing activities:
       Change in unrealized gain/(loss) on sale of securities available for sale  $     (62,126)          (20,261)
</TABLE>

 See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

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

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

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

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

The accounting principles followed by Greater Rome Bancshares, Inc. and its
subsidiary, 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
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

                                       7
<PAGE>


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
----------------------
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 "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, 2000:          Earnings       Share     Amount
                                               --------       -----     ------

        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


                                                 Net          Common   Per Share
For the quarter ended March 31, 1999:          Earnings        Share    Amount
                                               --------        -----    ------

        Earnings per share                    $ 101,188      701,600      0.14

        Effect of stock options                    -          16,674       -

        Diluted earnings per share            $ 101,188      718,274      0.14


                                       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, 2000, the Company had $82.9 million in total assets, up $2.5
million over year-end 1999. Total deposits increased $1.8 million over year-end
1999 to $65.0 million. Net loans outstanding increased $1.1 million over
year-end 1999 to $56.2 million. All of the Bank's growth in deposits and 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 the third quarter of 1999, the Bank acquired a site in West Rome to begin
construction of a second branch banking facility. It will be a full service
branch office of approximately 1,600 square feet with two drive-up banking lanes
and a drive-up ATM. The site is located approximately four miles west of our
main office. Construction on the new facility began in the first quarter of
2000.

The West Rome site was acquired for $185 thousand. The total cost of the
facility, including land, site work, furniture, fixtures and equipment is
expected to be approximately $576 thousand. We project that the new office
should be making a contribution to earnings after twenty-four months of
operations and should position the Bank to more fully service the greater Rome
market.

In addition to the West Rome branch facility, we also plan to begin construction
on a 4,265 square foot main office expansion in the fourth quarter of 2000. The
cost of the expansion, including furniture, fixtures and equipment and
modification of existing facilities is expected to be approximately $600
thousand. As of first quarter 2000, the board had not solicited any bids for
construction of the main office expansion.

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. In the current market
environment, management has found that the Bank can borrow term funds from
wholesale resources at rates that are competitive with the cost of local
certificates of deposit. Our 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 us 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, we
continue to place primary funding emphasis on local deposit growth. As of March
31, 2000, the Bank had no brokered deposits.

Capital

At March 31, 2000, 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 $1.9 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 deploy this excess capital in order to
improve shareholder returns. As a routine part of our business, we evaluate
opportunites 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. Given the Company's excess capital
levels, such transactions not only provide liquidity for the Company's stock,
but improve the returns for all remaining shareholders.

                                       10
<PAGE>

Assuming that the Bank continues to grow with a risk-weighted asset mix
consistent with its historical experience, and that it has reasonable earnings
and maintains asset quality, our capital will approach the minimum limits to be
well-capitalized when our assets are approximately $108 million. While there are
no assurances that we will continue to experience rapid growth, we must
anticipate such growth and make plans for sufficient capital to support it. We
have developed capital growth plans that anticipate establishing a $3.5 million
credit facility in 2000. As 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. Applications have been submitted to
three correspondent banks that have expressed an interest in providing this
credit facility, however terms have not been negotiated.

Liquidity

We monitor the Bank's liquidity position daily, and the asset review committee
reviews a liquidity management report on a weekly basis. The liquidity
management report reflects the Bank's results against policy guidelines and the
Bank's unfunded commitments and capital position. The reports reflect funding
capacity projections based on capital limits and policy limits assuming no
further local market deposit growth (a worst case scenario). As of March 31,
2000, we had unfunded loan commitments totaling $4.3 million.

We intend to manage loan growth so that deposit flows will provide the primary
funding for all loans as well as cash reserves for working capital. 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. These funding sources may include institutional certificates of deposit.

We consider the Bank's internal and external liquidity resources to be adequate
to handle expected growth and normal cash flow demands from existing deposits
and loans. For the quarter ended March 31, 2000, deposit growth exceeded loan
growth by $800 thousand. Securities held-to-maturity remained unchanged at $1.9
million. Securities available-for-sale increased by $1.4 million to $14.2
million. At March 31, 2000, the weighted average life of our securities
portfolio was 6.3 years with a weighted average tax equivalent yield of 6.24%.
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 ("FHLB"). At March 31, 2000, securities
totaling $2.5 million were pledged as collateral for FHLB advances.

Net deposit growth, federal funds sold and marketable securities provide the
primary liquidity resource for loan disbursements and Bank working capital. The
Bank's investment securities portfolio provides liquidity in the form of
financing through master repurchase agreements executed with correspondent
banks. At quarter end, the funds available for liquidity purposes consisted of
$14.0 million in securities (eligible for sale under repurchase agreements),
plus Federal funds sold and other short-term bank deposits of $3.3 million, for
a total of $17.3 million. Under these 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 us to raise
funds out of the 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, 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. On February 11, 2000, the Bank borrowed an additional
$2.0 million from the FHLB. The additional $2.0 million is a two-year advance
that carries a floating interest rate equal to one month LIBOR minus .12% and
reprices monthly. The initial rate was 5.77%. At March 31, 2000, the Bank had a

                                       11
<PAGE>

total of $10.0 million in advances outstanding with the FHLB. We have assigned
$14.1 million in eligible residential first mortgage and commercial real estate
loans and $2.1 million in marketable securities to the FHLB as collateral for
this financing.

The FHLB has call options on $7.0 million of its advances to the Bank. If call
options are exercised on any of the advances, they will be converted into a
three-month LIBOR-based floating rate advance at the three-month LIBOR rate. The
most likely reason that the FHLB would call the advances would be if interest
rates rose sufficiently to present better investment alternatives for the FHLB.
In the event of a call, we will evaluate funding alternatives, in light of the
Bank's interest rate risk profile at the time.

RESULTS OF OPERATIONS

Net Earnings

The Company had net earnings of $161,729 ($0.23 per share) for the three months
ended March 31, 2000. This compares to net earnings of $100,188 ($0.14 per
share) for the three months ended March 31, 1999. Income before income taxes in
the first quarter of 2000 improved over the same period in 1999 by $84,135 (57%)
to $232,861.

Net Interest Income

Net interest income increased $177,175 (29%) to $797,638 for the three months
ended March 31, 2000. This was primarily due to the 33% increase in average
earning assets from $56.8 million in first quarter 1999 to $75.5 million for the
first quarter of 2000. The net yield on average earning assets, before the
provision for loan losses, was 4.24% for 2000. This compares to 4.43% for 1999.
The Bank's cost of funds has risen 19 basis points, while its yield on earning
assets has remained constant. The percentage of average earning assets funded by
interest bearing liabilities remained at 87%, while loans as a percent of
earning assets declined 1.6% to 73.5%.

Summary of Loan Loss Experience
<TABLE>
<CAPTION>
                                                                           Three months     Three months
                                                                              ended            ended
                                                                             3/31/00          3/31/99
                                                                             -------          -------

<S>                                                                      <C>                  <C>
Allowance for possible loan losses at the beginning of the quarter       $     684,131          569,185
Charge-offs:
    Real estate - mortgage                                                        -                -
    Consumer loans                                                              22,590           20,193
                                                                            ----------       ----------
    Total                                                                       22,590           20,193
                                                                            ----------       ----------
Recoveries:
    Real estate - mortgage                                                        -                -
    Consumer loans                                                               4,502           10,138
                                                                            ----------       ----------
    Total                                                                        4,502           10,138
                                                                            ----------       ----------
Net charge-offs:                                                                18,088           10,055
Additions charged to operations                                                 31,610           57,600
                                                                            ----------       ----------
Balance at end of quarter                                                      697,653          616,730
Average loans outstanding, net of unearned income                         $ 55,626,012       42,784,599
Ratio of net charge-offs to average loans                                        0.03%            0.02%
</TABLE>

The provision for loan losses was $31,610 in the first quarter of 2000,
representing a $25,990 decrease from the provision for the same period in 1999.
                                       12
<PAGE>

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.

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 2000 by risk grade
assigned at the time of loan origination is:

                                         Projected
                           Grade        Charge-offs
                           -----        -----------
                             1                -
                             2                   92
                             3               32,007
                             4               31,661
                             5                8,622
                             6                8,637
                             7                -
                             8                -
                                             ------
                           Total             81,019
                                             ======

                                       13
<PAGE>

Risk Elements
<TABLE>
<CAPTION>
                                                       March 31, 2000         March 31, 1999
                                                       --------------         --------------
Nonaccrual, Past Due and Restructured Loans
-------------------------------------------
<S>                                                      <C>                        <C>
Nonaccrual loans                                         $  158,525                 86,733
Accruing loans contractually past due 90 days or more    $     -                      -
Troubled debt restructurings                             $  245,252                 96,806
</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 $4,373 in 2000 and $5,159 in 1999. The amount of interest that was
included in interest income on the above loans was $0 in 2000 and $2,282 in
1999.

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 decreased $9,603 (10%) for the three months ended March 31,
2000 from the same period of 1999. This was due primarily to the lack of demand
for mortgage loans, which caused an 85% decrease in mortgage origination fees
from $33,654 in 1999 to $4,915 in 2000. Service charges on deposit accounts
increased $7,574 (18%) to $50,787.

Non-interest expenses increased $109,428 (21%) to $624,103 for the three months
ended March 31, 2000 from the same period for 1999. The lower growth rate of
non-interest expenses relative to the earning asset growth rate of 33% indicates
that our operating efficiencies continue to improve.

Salaries and benefits for the three months ended March 31, 2000 increased
$61,674 (23%) to $330,393 from the same period in 1999. 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 31 at the end of
the first quarter of 1999 to 38 at the end of the first quarter of 2000.
Occupancy costs remained stable at $87,781 in 2000 versus $87,988. However,
occupancy costs are expected to increase over the remainder of the year with the
opening of the West Rome office and the main office expansion.

Other operating expenses increased $47,961 (30%) to $205,930. One of the more
significant items of other operating expenses was the expense associated with
the monthly accrual of board fees under the terms of the directors stock
incentive plan approved in October 1999. The remainder of 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

Improvement in the Company's earnings depends upon continued earning asset
growth, good asset quality and a relatively stable economic environment. We feel
it is reasonable for the Bank to continue to experience steady earning asset
growth as long as interest rates remain relatively stable.

We use 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.

                                       14
<PAGE>

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 "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 our net interest income and on our 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 our current capital.


                                       15
<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Item 2.  Changes in Securities.

         (a)      Not applicable.

         (b)      Not applicable.

         (c)      Not applicable

         (d)      Not applicable

Item 3.  Defaults Upon Senior Securities.

         Not applicable.

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

         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).

                                       16
<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 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 10.13 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.

27.1   Financial Data Schedule (for S.E.C. use only).

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

(b)  Reports on Form 8-K
     No reports on Form 8-K were filed during the first quarter of the year-
     ended December 31, 2000.

                                       17
<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 5, 2000                 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


                                       18
<PAGE>

                          GREATER ROME BANCSHARES, INC.

            Form 10-QSB for the quarterly period ended March 31, 2000

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

  Exhibit
  Number                                        Description                                            Sequential Page
  ------                                        -----------                                            ---------------
<S>                                                                                                          <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
          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 3, 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

    10.8  *Executive Supplemental Retirement Plan Agreement between the Bank and E.Grey Winstead, III
          dated January 13, 2000.                                                                             1

    27.1  Financial Data Schedule (for S.E.C. use only).
</TABLE>

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

                                       19
<PAGE>