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, 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:

         698,966 shares of common stock, $.01 par value per share, were issued
and outstanding as of April 25, 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)
                      March 31, 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 $266,000 in 2001        $      2,662,754         2,657,057
 Federal funds sold                                                       2,936,000         2,548,020
 Interest bearing deposits                                                  601,834           399,533
                                                                        -----------       -----------
        Cash and cash equivalents                                         6,200,588         5,604,610

 Securities available-for-sale                                           21,865,262        22,120,180
 Securities held-to-maturity                                              1,384,648         1,384,610
 Loans held-for-sale                                                      1,339,768           992,342
 Loans, net                                                              78,813,814        77,039,865
 Premises and equipment, net                                              3,522,062         3,574,758
 Bank owned life insurance                                                1,354,714         1,337,101
 Accrued interest receivable and other assets                             1,958,201         1,877,492
                                                                        -----------       -----------
                                                                   $    116,439,057       113,930,958
                                                                        ===========       ===========

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

 Deposits:
        Demand                                                     $     11,403,095         9,947,672
        Interest bearing demand                                           8,844,468         7,598,899
        Savings                                                          18,662,245        16,167,600
        Time                                                             36,709,927        38,413,997
        Time, $100,000 and over                                          17,096,781        18,734,923
                                                                        -----------       -----------
                   Total deposits                                        92,716,516        90,863,091

 Federal Home Loan Bank borrowings                                       10,850,000        12,850,000
 Federal funds purchased                                                  2,600,000             -
 Accrued interest payable and other liabilities                             666,762           714,530
                                                                        -----------       -----------
                   Total liabilities                                    106,833,278       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; 10,000,00
                shares authorized; 699,466 and 703,766 shares
                issued and outstanding respectively                           6,995             7,038
      Additional paid-in capital                                          6,953,267         6,996,009
      Retained earnings                                                   2,441,593         2,198,420
      Accumulated other comprehensive income                                203,924           301,870
                                                                         ----------       -----------
                 Total stockholders' equity                               9,605,779         9,503,337
                                                                         ----------       -----------
                                                                    $   116,439,057       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 the Three Months Ended March 31, 2002 and 2001
<TABLE>
<CAPTION>
                                                                        Three Months     Three Months
                                                                           Ended            Ended
                                                                        Mar 31, 2002     Mar 31, 2001
                                                                        ------------     ------------
<S>                                                              <C>                     <C>
Interest income:
    Interest and fees on loans                                    $       1,554,799       1,793,466
    Interest and dividends on investments
       Taxable                                                              196,577         218,026
       Nontaxable                                                           108,275          99,646
    Interest on federal funds sold and deposits with other banks             10,437          47,924
                                                                          ---------       ---------
       Total interest income                                              1,870,088       2,159,062
                                                                          ---------       ---------
Interest expense:
    Time deposits                                                           638,761         915,299
    Savings deposits                                                         85,209         116,119
    Interest bearing demand deposits                                         25,769          34,505
    Other                                                                   110,347         204,959
                                                                          ---------       ---------
       Total interest expense                                               860,086       1,270,882
                                                                          ---------       ---------

       Net interest income                                                1,010,002         888,180
Provision for loan losses                                                    78,000          66,000
                                                                          ---------       ---------
       Net interest income after provision for loans losses                 932,002         822,180
                                                                          ---------       ---------
Other income:
    Service charges                                                         144,100          71,280
    Other                                                                   100,256         102,203
                                                                          ---------       ---------
       Total other income                                                   244,356         173,483
                                                                          ---------       ---------
Other expenses:
    Salaries and employee benefits                                          437,047         396,279
    Occupancy                                                               124,462         106,461
    Other operating                                                         255,286         217,568
                                                                          ---------       ---------
       Total other expenses                                                 816,795         720,308
                                                                          ---------       ---------

       Income  before income taxes                                          359,563         275,355

Income tax expense                                                           94,725          67,600
                                                                          ---------       ---------
       Net income                                                 $         264,838         207,755
                                                                          =========       =========
Other comprehensive income
    Unrealized gains (losses) on securities available
       for sale arising during  the period, net of tax (benefit)
       of $(26,247) and $108,506, respectively                              (42,897)        177,337
    Unrealized gain (loss)  on interest rate swap arising during
       the period net of tax (benefit) of $(33,683) and $50,433,
       respectively                                                         (55,050)         82,425
                                                                          ---------       ---------
       Comprehensive income                                       $         166,891         467,517
                                                                          =========       =========

Basic earnings per share                                          $            0.38            0.30
                                                                          =========       =========
Diluted earnings per share                                        $            0.36            0.28
                                                                          =========       =========
</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, 2002 and 2001
<TABLE>
<CAPTION>

                                                                                           2002              2001
                                                                                           ----              ----
<S>                                                                              <C>                      <C>
Cash flows from operating activities:
            Net income                                                            $       264,838           207,755
            Adjustments to reconcile net income to net cash
                      provided (used) by operating activities:
                      Depreciation, amortization and accretion                             81,245            49,590
                      Provision for loan losses                                            78,000            66,000
                      Change in:
                        Interest receivable and other assets                              (72,073)          108,595
                        Loans held-for-sale                                              (347,426)            -
                        Interest payable and other liabilities                            (47,768)          (62,087)
                                                                                         --------         ---------
                      Net cash provided (used) by operating activities                    (43,184)          369,853
                                                                                         --------         ---------
Cash flows from investing activities:
            Proceeds from maturities and calls of securities available-for-sale          1,133,636        2,845,485
            Purchases of securities available-for-sale                                  (1,020,745)      (3,750,010)
            Net increase in loans                                                       (1,851,949)      (1,405,664)
            Purchases of premises and equipment                                            (10,755)        (119,767)
                                                                                         ---------        ---------
                      Net cash used by investing activities                             (1,749,813)      (2,429,956)
                                                                                         ---------        ---------
Cash flows from financing activities:
            Change in deposits                                                           1,853,425        3,105,004
            Repayment of FHLB borrowings                                                (2,000,000)           -
            Change in securities sold under repurchase agreements                            -           (2,500,000)
            Change in federal funds purchased                                            2,600,000        1,000,000
            Common stock repurchased and retired                                           (64,450)          (9,800)
                                                                                         ---------        ---------
                      Net cash provided by financing activities                          2,388,975        1,595,204
                                                                                         ---------        ---------

Net change in cash and cash equivalents                                                    595,978         (464,899)

Cash and cash equivalents at beginning of period                                         5,604,610        7,406,832
                                                                                         ---------        ---------
Cash and cash equivalents at end of period                                        $      6,200,588        6,941,933
                                                                                         =========        =========
Supplementary disclosures of cash flow information:
            Cash paid during the period for:
                       Interest                                                   $        935,502        1,164,244
                       Income taxes                                               $         41,200            9,500
Non cash investing and financing activities:
            Change in unrealized gain on securities
                       available-for-sale                                         $        (69,144)         285,843
            Change in unrealized gain on interest rate swap                       $        (88,732)         132,858
</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>



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

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

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

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

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

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 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.

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

                                       7
<PAGE>

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

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

Net Earnings Per Share
----------------------
Basic earnings per share are based on the weighted average number of common
shares outstanding during the period while the effects of potential shares
outstanding during the period are included in diluted earnings per share. ___
The reconciliation of the amounts used in the computation of both "basic
earnings per share" and "diluted earnings per share" for the periods presented
in the financial statements were calculated as follows:
<TABLE>
<CAPTION>
                                                  Net          Common          Per Share
For the quarter ended March 31, 2002:          Earnings         Share            Amount
                                               --------         -----            ------
       <S>                                <C>                 <C>           <C>
        Basic earnings per share           $    264,839        700,766       $      0.38

        Effect of stock options                    -            41,738              (.02)
                                                -------        -------              ----
        Diluted earnings per share         $    264,839        742,504       $      0.36
                                                =======        =======              ====
</TABLE>

<TABLE>
<CAPTION>

                                                  Net          Common          Per Share
For the quarter ended March 31, 2001:          Earnings         Share            Amount
                                               --------         -----            ------
       <S>                                <C>                 <C>           <C>
        Basic earnings per share           $   207,755         697,683       $      0.30

        Effect of stock options                   -             37,460              (.02)
                                               -------         -------              ----
        Diluted earnings per share         $   207,755         735,143       $      0.28
                                               =======         =======              ====
</TABLE>

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

                                       8
<PAGE>

portion of cash flow hedges is accounted for in comprehensive income rather than
income, and the change in fair value of foreign currency hedges is accounted for
in comprehensive income as part of the translation adjustment. The change in
fair value of derivative instruments that is not intended as a hedge is
accounted for in the income of the period of the change.

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

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

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

FORWARD LOOKING STATEMENTS

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

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

                                       9
<PAGE>

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

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

FINANCIAL CONDITION

As of March 31, 2002, the Company had $116.4 million in total assets, up $2.5
million over year-end 2001. Total deposits increased $1.8 million over year-end
2001 to $92.7 million.  Net loans outstanding increased $1.8 million over
year-end 2001 to $78.8 million. Loans held-for-sale increased $347,426 to $1.3
million over year-end 2001. All of the Bank's growth in loans has come from the
local market. We attribute this growth to a relatively stable local economy
combined with competitive banking services delivered by a locally owned and
operated community bank. The Bank is the only locally owned and operated
community bank in its market, which has been dominated by regional banks and
fragmented by credit unions over the past several years.

The banking industry continues to experience competition from non-banks for
deposit and investment type products. Competition for local deposit dollars
continues to put upward pressure on the cost of deposits.  The Bank's
asset/liability management committee has adopted policies designed to diversify
funding sources if local market deposits become less available and even more
costly. Within limits, the Bank may obtain funding from brokered certificates of
deposit and other forms of wholesale borrowing, such as the Federal Home Loan
Bank and term repurchase agreements. These policies should allow the Bank to
continue to meet the local market's credit demands while providing the
flexibility to obtain funding from various sources at optimum rates. While this
policy provides greater funding flexibility, the Bank continues to place primary
funding emphasis on local deposit growth. Core deposit growth development is the
primary focus of the Bank's current asset/liability management strategies. As of
March 31, 2002, the Bank had $5,000,000 in brokered deposits.

Capital

At March 31, 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 $1.4 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.

                                       10
<PAGE>

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

From time to time, the Company may also purchase stock from shareholders who
have indicated a desire to sell their stock. Such transactions not only provide
liquidity for the Company's stock, but generally also improve the returns for
all remaining shareholders. Through the first quarter of 2002, the Company had
purchased and retired 16,680 shares of stock from shareholders.

The Bank's capital at March 31, 2002 will support assets up to approximately
$135.5 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 $150.2 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 March 31, 2002,
the Company had not drawn any funds from this credit line.

Liquidity

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

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

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

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

                                       11
<PAGE>

deposit growth and limit the Bank's ability to grow solely from non-core funding
sources.

For the first three months of 2002, deposit growth and loan growth were equal at
$1.8 million. Securities held-to-maturity remained unchanged at $1.4 million.
Securities available-for-sale decreased $254,918 to $21.8 million. At March 31,
2002, the duration of the Bank's securities portfolio was 4.8 years with a
weighted average tax equivalent yield of 5.90%. All of the Bank's investment
securities are eligible as collateral for borrowings under either repurchase
agreements with our correspondent banks or advances from the Federal Home Loan
Bank. At March 31, 2002, securities totaling $2.7 million were pledged as
collateral for FHLB advances. As of March 31, 2002, the Bank had unfunded loan
commitments totaling $7.6 million.

At March 31, 2002 the funds available for liquidity purposes consisted of $20.8
million in securities (eligible for sale under repurchase agreements), plus
Federal funds sold and other short-term bank deposits of $3.5 million, for a
total of $24.3 million. Under the repurchase agreements, margin requirements
range from 3% to 10% of the current market value of the underlying security, and
the borrowing rate tends to have a spread of approximately 25 to 40 basis points
over the Federal funds sold rate.  The repurchase agreements allow the Bank
to raise funds out of its total securities portfolio without being forced to
sell the securities and recognize gains or losses as a result of the sale. In
addition to these sources of funds, the Bank has unsecured Federal funds
purchase lines of credit totaling $6.6 million, of which $4.0 million was
available at quarter-end. Our correspondent banks may revoke these lines at any
time.

FHLB membership provides an additional source of liquidity through credit
programs, which can provide term funding for up to 10 years and, in qualified
programs, up to 20 years. At March 31, 2002, the Bank had a total of $10.9
million in advances outstanding with the FHLB. We have assigned $15.4 million in
eligible residential first mortgage and commercial real estate loans and $2.7
million in securities to the FHLB as collateral for this financing.

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

RESULTS OF OPERATIONS

The Company had net earnings of $264,838 ($0.38 per share) for the three months
ended March 31, 2002. This compares to net earnings of $207,755 ($0.30 per
share) for the three months ended March 31, 2001.

Net Interest Income

Net interest income increased $121,822 (13.7%) to $1,010,002 for the three
months ended March 31, 2002. This was primarily due to the increase in average
earning assets from $98.0 million in first quarter 2001 to $105.9 million for
the first quarter of 2002. The net yield on average earning assets, before the
provision for loan losses, was 3.87% for 2002. This compares to 3.68% for 2001.
The Bank's cost of funds has decreased 197 basis points, while its yield on
earning assets has decreased 178 basis points in the first quarter of 2002 as
compared to the same period in 2001. These decreases in asset yields and the
cost of funds resulted from the falling rate environment of 2001. The percentage
of average earning assets funded by interest bearing liabilities decreased 2.2%
to 88.0%, while loans as a percent of earning assets decreased 0.6% to 75.0%.
The improvement in the interest-bearing liabilities ratio was a result of the
Bank's concerted effort to increase core deposit growth in order to decrease
non-core fund dependence and reduce interest expense.


                                       12
<PAGE>

Summary of Loan Loss Experience
<TABLE>
<CAPTION>
                                                                           Three months          Three months
                                                                              ended                 ended
                                                                             3/31/02               3/31/01
                                                                             -------               -------
<S>                                                                    <C>                        <C>
Allowance for possible loan losses at the beginning of the quarter      $    913,388               856,902
Charge-offs:
    Commercial loans                                                           6,201                  -
    Consumer loans                                                            32,695                37,478
                                                                             -------               -------
    Total                                                                     38,896                37,478
                                                                             -------               -------
Recoveries:
    Commercial loans                                                           1,378                  -
    Consumer loans                                                            13,051                 2,560
                                                                             -------               -------
    Total                                                                     14,429                 2,560
                                                                             -------               -------
Net charge-offs:                                                              24,467                34,918
Additions charged to operations                                               78,000                66,000
                                                                             -------               -------
Balance at end of quarter                                               $    966,921               887,984
Average loans outstanding, net of unearned income                       $ 79,470,028            73,900,968
Ratio of net charge-offs to average loans                                      0.03%                 0.05%
</TABLE>


The provision for loan losses was $78,000 in the first quarter of 2002,
representing a $12,000 increase from the provision for the same period in 2001.

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

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

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

                                       13
<PAGE>

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

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

The policy provides more explicit guidance on the application of risk grades. On
a monthly basis, loan balances are aggregated for each grade and a loan loss
allowance is calculated using factors that represent management's estimate of
the allowance applicable to each grade. These factors are compared to historical
charge-offs for reasonableness and adjusted, as necessary.

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

                                  Projected
      Category                   Charge-offs
      --------                   -----------
      Real Estate           $         22,425
      Commercial                      99,659
      Consumer                       107,626
                                     -------
      Total                 $        229,710
                                     =======


Risk Elements
<TABLE>
<CAPTION>
                                                                    March 31, 2002         March 31, 2001
                                                                    --------------         --------------
Nonaccrual, Past Due and Restructured Loans
-------------------------------------------
<S>                                                            <C>                            <C>
Nonaccrual loans                                                $         70,963                73,333
Accruing loans contractually past due 90 days or more           $           -                    5,990
Troubled debt restructurings                                    $         67,705                67,705
</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 $7,286 in 2002 and $3,464 in 2001.  The amount of interest that was
included in interest income on the above loans was $0 in 2002 and $0 in 2001.

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

Non-interest Income and Expenses

Non-interest income increased $70,873 (41%) to $244,356 for the three months
ended March 31, 2002 from the same period of 2001. This was mainly due to a
significant increase in non-sufficient funds ("NSF") and overdraft income from
the introduction of an overdraft privilege program in the fourth quarter of
2001.  NSF and overdraft fees increased from $51,031 in 2001 to $103,077 in
2002. Of that increase, $44,689 was directly related to the overdraft privilege
program. Non-interest expenses increased $96,487 (13%) to $816,795 for the three
months ended March 31, 2002 from the same period for 2001.

                                       14
<PAGE>

Salaries and benefits for the three months ended March 31, 2002 increased
$40,768 (10%) to $437,047 from the same period in 2001. 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 42 at the end of
the first quarter of 2001 to 44 at the end of the first quarter of 2002.
Occupancy costs increased by $18,001(17%) to $124,462 in 2002 from the same
period in 2001.

Other operating expenses increased $37,718 (17%) to $255,286 in 2002 from the
same period in 2001. The increase is attributable to the higher volume of
business associated with advertising and marketing costs, data processing costs,
and supplies. We continue to focus on improving operating expense efficiencies,
through the use of current banking technologies, outsourcing solutions and human
resource training and development.

Interest Rate Sensitivity

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

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

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

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

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

                                       15
<PAGE>


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Item 2.  Changes in Securities.

         (a)  Not applicable.

         (b)  Not applicable.

         (c)  Not applicable

         (d)  Not applicable


Item 3.  Defaults Upon Senior Securities.

         Not applicable.

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

         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 the Shareholders held May 15, 1997).

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

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

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

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

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

(b)  Reports on Form 8-K

       No reports on Form 8-K were filed during the quarterly period ended
       March 31, 2002.

                                       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 6, 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

                                       18
<PAGE>


                          GREATER ROME BANCSHARES, INC.
            Form 10-QSB for the quarterly period ended March 31, 2002

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit                                                                                                  Sequential
Number                             Description                                                              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 Shareholder 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

                                       19
<PAGE>

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

                                       20