SECURITY AND EXCHANGE COMMISSION
                        WASHINGTON, D. C. 20549

                               FORM 10-Q

           QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934



For quarter ended   March 31, 1997   Commission file number   2-71249 


                         SOUTH BANKING COMPANY                         
        (Exact name of registrant as specified in its charter)


             Georgia                           58-1418696              
(State or other jurisdiction of  (I.R.S. Employer Identification Number)
 incorporation or organization)


  104 North Dixon Street, Alma, Georgia                31510           
(Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code   (912) 632-8631    


                                                                       
Former name, former address and former fiscal year, if changed since
last report.

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such report(s), and (2)
has been subject to such filing requirement for the past 90 days.


                                             Yes    X        No        

     Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of March 31, 1997.


   Common stock, $1.00 par value - 400,000  shares outstanding         


                         SOUTH BANKING COMPANY


                         SOUTH BANKING COMPANY
                          ALMA,      GEORGIA


Part I.  Financial Information

         Consolidated Financial Statements . . . . . . . . . . . 4 -  9

         Notes to Consolidated Financial Statements . . . . . . . .  10

         Management's Discussion and Analysis of Financial
          Condition and Results of Operations . . . . . . . . . 11 - 12


Part II. Other Information  . . . . . . . . . . . . . . . . . . . .  13

                          SOUTH BANKING COMPANY
                            ALMA,     GEORGIA
                       CONSOLIDATED BALANCE SHEETS


                                           March 31,      December 31, 
                                           1997           1996         

                                 ASSETS

Cash and due from banks                    $  5,484,929   $  6,863,559 

Deposits in other banks -                               
 interest bearing                          $  1,489,000   $  1,886,000 

Investment securities 
 Available for sale                        $ 15,331,975   $ 13,449,288 

 Held to maturity                          $  1,863,052   $  2,363,744 

Georgia Bankers stock                      $    547,283   $    547,283   

Federal Home Loan Bank stock               $    263,000   $    247,600 
                                                       
Federal funds sold                         $  7,934,000   $ 11,983,000 

Loans                                      $ 94,722,388   $ 89,046,526 
Less: Unearned discount                     (   144,707)   (   150,457)
Reserve for loan losses                     ( 1,773,338)   ( 1,781,013)
                                                                      
                                           $ 92,804,343   $ 87,115,056 

Bank premises and equipment                $  4,050,389   $  3,995,385 

Goodwill                                   $    351,948   $    364,983 

Other assets                               $  3,376,708   $  3,474,685 


Total Assets                               $133,496,627   $132,290,583 


The accompanying notes are an integral part of these financial statements.

                          SOUTH BANKING COMPANY
                            ALMA,     GEORGIA
                   CONSOLIDATED BALANCE SHEETS (con't)


                                           March 31,       December 31 
                                           1997            1996        

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Deposits:  Demand - non-interest
                     bearing               $ 17,914,755   $ 21,451,527 
           Demand - interest bearing         22,881,862     20,440,276 
           Savings                            8,391,232      7,917,814 
           Time                              67,689,718     66,883,966 
                                           $116,877,567   $116,693,583 
Borrowing                                     3,529,779      3,507,279 
Accrued expenses and other
 liabilities                                  1,361,342        905,472 
Federal funds purchased                         180,000              -


Total Liabilities                          $121,948,688   $121,106,334 


Stockholder's Equity
Common stock $1 par value; shares 
 authorized - 1,000,000,  shares
 issued and outstanding - 
 March 31, 1997 and December 31, 1996
 - 400,000 and 403,500, respectively       $    400,000   $    403,500 
Surplus                                       3,076,331      3,116,581 
Undivided profits                             8,183,948      7,675,216 
Unrealized gain (loss) on
 securities                                 (   112,340)   (    11,048)

Total Stockholders' Equity                 $ 11,547,939   $ 11,184,249 


Total Liabilities and
 Stockholders' Equity                      $133,496,627   $132,290,583 

The accompanying notes are an integral part of these financial statements.

                          SOUTH BANKING COMPANY
                            ALMA,     GEORGIA
                    CONSOLIDATED STATEMENT OF INCOME


                                           Three Months   Three Months
                                           Ended          Ended       
                                           March 31,      March 31,   
                                           1997           1996         

Interest Income                                            
Interest and fees on loans                  $ 2,547,193   $  2,172,645 
Interest on federal funds sold                  105,755        207,840 
Interest on deposits with other
 banks                                           29,776         29,641 
Interest on investment securities:                        
 U. S. Treasury                                  46,598         45,404 
 U. S. government agencies                      148,670        142,753 
 Mortgage backed securities                      24,727         31,761 
 State and political subdivisions                23,198         23,398 
 Dividends                                       26,610         22,135 

Total Interest Income                      $  2,952,527   $  2,675,577 
     

Interest Expense                                          
Interest on deposits                       $  1,166,615   $  1,141,892 
Interest on other borrowings                     70,147         68,973 

Total Interest Expense                     $  1,236,762   $  1,210,865 
                                                          
Net Interest Income                        $  1,715,765   $  1,464,712 
Provision for loan losses                        16,500         24,000 

Net interest income after provisions                      
 for loan losses                           $  1,699,265   $  1,440,712 

       
Other Operating Income                                    
Service charge on deposit accounts         $    280,057   $    268,476 
Commission on insurance                          27,026         16,380 
Other income                                     74,957         97,223 
Gain (loss) sale of securities                        4    (    20,432)
Computer income                                  34,653              -

Total Other Operating Income               $    416,697   $    361,647 
  
The accompanying notes are an integral part of these financial statements.

                          SOUTH BANKING COMPANY
                            ALMA,     GEORGIA
                CONSOLIDATED STATEMENT OF INCOME (Con't)



                                           Three Months   Three Months
                                           Ended          Ended       
                                           March 31,      March 31,   
                                           1997           1996         

Other Operating Expenses                                                 
Salaries                                   $    577,692   $    529,821 
Profit sharing and other personnel
 expense                                        107,091         87,592 
Occupancy expense                               117,958        110,269 
Furniture and fixtures expense                  104,618        120,004 
Payroll taxes                                    39,916         35,663 
Data processing                                  62,892         48,713 
Other operating expenses                        362,658        317,825 

Total Other Operating Expenses             $  1,372,825   $  1,249,887 

Income before income taxes                 $    743,137   $    552,472 
Applicable income taxes                         234,405        177,548 
                                                   
        
Net income                                 $    508,732   $    374,924 

Per share data on weighted average
 outstanding shares                                       
Weighted average outstanding shares             402,838        405,047 
                                                          
Net income per share                       $      1.263   $      .9256 

The accompanying notes are an integral part of these financial statements.

                          SOUTH BANKING COMPANY
                            ALMA,     GEORGIA
                         STATEMENT OF CASH FLOWS


                                           Three Months   Three Months
                                           Ended          Ended       
                                           March 31,      March 31,   
                                           1997           1996         
Cash Flows From Operating Activities:
 Net income                                $    508,732   $    374,924 
 Add expenses not requiring cash:                         
  Provision for depreciation and                          
   amortization                                 138,708        156,377 
  Provision for loan losses                      16,500         24,000 
 Bond portfolio losses (gains)              (         4)        20,432 
 Gain on sale of other real estate
  owned                                               -              -
 Increase (decrease) in taxes
  payable                                       196,900        177,548 
 Increase (decrease) in interest
  payable                                        49,686         38,940 
 Increase (decrease) in other
  liabilities                                   209,284        174,073 
 (Increase) decrease in interest                          
  receivable                                    111,531    (    67,099)
 (Increase) decrease in prepaid
  expenses                                  (    36,425)   (    15,071)
 (Increase) decrease in other assets             17,810    (   275,502)
 Recognition of unearned loan income        (     5,750)   (     7,158)
                                                          
Net Cash Provided (Used) in Operating
 Activities                                $  1,206,972   $    601,464 
                                                          
                                                          
Cash Flows From Investing Activities:                     
 Proceeds from sale of investment                    
  securities - available for sale          $          -   $  2,406,844 
 Proceeds from maturities of investment
  securities - available for sale               126,665      1,846,927 
 Proceeds from maturities of investment
  security - held to maturity                   500,223              -
 Purchase of investment securities - AFS    ( 2,097,070)   ( 5,313,102)
 Net loans to customers                     ( 5,700,037)   ( 3,861,592)
 Purchase of premise and equipment          (   188,717)   (    81,316)
 Proceeds from sale of equipment                      -              - 
 Proceeds from other real estate owned                -              - 
 Purchase of stock - Pineland Bank                    -    ( 1,839,937)
 Purchase of FHLB stock                     (    15,400)   (     1,700)
 Cash received from acquired bank                     -      8,773,744 

Net Cash Provided (Used) in Investing
 Activities                                $( 7,374,336)  $  1,929,868 


The accompanying notes are an integral part of these financial statements.

                          SOUTH BANKING COMPANY
                            ALMA,     GEORGIA
                     STATEMENT OF CASH FLOWS (Con't)


                                           Three Months   Three Months
                                           Ended          Ended       
                                           March 31,      March 31,   
                                           1997           1996         
                                                                 
Cash Flows From Financing Activities:                                 
 Net increase (decrease) in demand                                    
  deposits, NOW and money market           $( 1,095,186)  $( 1,893,171)
 Net increase (decrease) in savings                       
  and time deposit                            1,279,170      2,856,961 
 Net increase (decrease) in short-term                    
  borrowings                                     22,500      1,567,646
 Dividends paid                                       -              - 
 Redemptions of company stock               (    43,750)   (    21,444)
 Federal funds purchased                        180,000              - 
                                                          
Net Cash Provided (Used) From
 Financing Activities                      $    342,734   $  2,509,992 

Net Increase (Decrease) in Cash
 and Cash Equivalents                      $( 5,824,630)  $  5,041,324

Cash and Cash Equivalents at
 Beginning of Year                           20,732,559     18,119,564 

Cash and Cash Equivalents at
 End of Period                             $ 14,907,929   $ 23,160,888 
 
 The accompanying notes are an integral part of these financial statements.

                         SOUTH BANKING COMPANY
                           ALMA,     GEORGIA
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Basis of Presentation

     The accompanying consolidated financial statements in this report
have not been audited.  The statements have been prepared in accordance
with generally accepted accounting principles and general practice
within the banking industry.

     On January 11, 1996, the merger of Pineland State Bank into South
Banking Company was completed.  The purchase method of accounting was
used to record this transaction.  The activity of Pineland State Bank
since January 11, 1996 has been consolidated in these statements.

     Effective January 1, 1993, the company adopted FASB 109 regarding
the recording of deferred income taxes.  Prior year statements have been
restated to reflect an adjustment required of $58,508 reduction in
deferred taxes and an increase in equity.

     In the opinion of management, all adjustments for the fair
presentation of the financial position and results of operations for the
interim periods have been made.


                         SOUTH BANKING COMPANY
                           ALMA,     GEORGIA
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS


     During the first quarter of 1996, Pineland State Bank of Metter,
Georgia was acquired by South Banking Company.  Effective January 11,
1996, the accounts of Pineland State Bank have been consolidated with
South Banking Company.  

     During the first quarter of 1997, total assets increased $1,206,044
compared to an increase of $369,047.  This increase represents a .91%
from January 1, 1997.  The banks historically have not increased in
assets during the first quarter compared to the remaining parts of the
year.  The last twelve months have increased at a 6.31% rate.  This
growth is slightly less than comparable banks in the area, as South
Banking Company has not been aggressive in the time deposit market. 
Most growth in the area has been as a result of rates paid and has
tended to move to the highest bidder South has been aggressive in
maintaining its core deposit to counter any deposit runoff without
detriment to its interest margins.  Loan demand has grown very rapidly
compared to asset growth and has been funded internally through
liquidation of federal funds sold and other assets as the banks have
attempted to maximize higher yielding assets.

     This policy has put a strain on the liquidity of the bank. 
Historically, liquidity of the bank has been provided from financing
activities such as deposit growth.  While the bank has refrained from
active pursuit of high paying deposits, it is believed that if the banks
loan demand continues to grow the opportunity to raise the funds from
deposits to provide adequate interest margins exist.  In addition, the
banks have sufficient lines to purchase federal funds in the event of a
short term need.  Operational profits remain high and add additional
cash flow for liquidity purposes.

     Net income increased by $133,808 for the first quarter, 1997
compared to a decrease of $37,489 for the fist quarter, 1996.  The first
quarter of 1996 was the initial quarter of Pineland State Bank. 
Pineland State Bank suffered a loss during 1996; however, through the
efforts of management and employees many changes were made and Pineland
State Bank is profitable currently.  While the increase has been
significant, additional increases are anticipated when all the changes
become fully implemented.  The major change has been in the improvement
of the net interest margins.  South continues to have excellant margins
as compared to its peer group.  This is partly as a result of the policy
not to aggressively pursue high paying "hot" deposits.  South remains
aware of its interest rate sensitivity as the Federal Reserve raises its
interest rate and this has a ripple effect down to the bank.  The bank
is working to maintain its interest rate gap at a point that the
volatility of the current interest rate market will not materially
affect its margins.

                         SOUTH BANKING COMPANY
                           ALMA,     GEORGIA
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (con't)


     Provision for loan losses are maintained at levels that are
adequate based on management's evaluation of the loan portfolio. 
Pineland State Bank has a substantial reserve to handle any problems
that might arise.  Pineland's reserve has been increased substantially
in prior years due to loan problems.  Most of the problems have been
worked out and reserve remains more than adequate.

     Operating expenses have increased slightly during this period
compared to 1996.  Expenses for Pineland State Bank in 1996 did not
include the first eleven days which would account for a major portion of
this increase.  The increase remains relatively small with increase
scattered through out all areas.  This increase is in keeping with
inflationary trends in the area.

     Net income has risen to $1.263 per share compared to .9256 for
1996.  This continues a trend that has existed for the last few years. 
The banks continue to monitor the economy and its operation to insure
proper actions are taken to counter any changes that might occur. 
State-wide branching has been approved; however, South has not been
affected at this time.  Currently one location has a branch under
construction by a competitor from an adjoining county.  This will cause
some market shake up.  Management does not expect significant change in
its current deposit base.

                         SOUTH BANKING COMPANY
                           ALMA,     GEORGIA
                      PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings - None

Item 6.  Exhibits and Reports on Form 8-K

         (A)  Exhibits  

         (27) Financial Data Schedule
                                                       
         The registrant has not filed any reports on Form 8-K          
         during the three month period ended March 31, 1997.


                              SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                  SOUTH BANKING COMPANY
                                  (Registrant)


Date:  May 9, 1997               By:                                
                                     Paul Bennett
                                     President

Date:  May 9, 1997               By:                                 
                                     Olivia Bennett
                                     Vice President