NUMBER                                                                    SHARES
 **1**                                                                   ** 1 **
-------                                                                  -------

                        COMMUNITY BANK OF GEORGIA, INC.
                ORGANIZED UNDER THE LAWS OF THE STATE OF GEORGIA

                         TRANSFER OF THIS STOCK IS RESTRICTED IN ACCORDANCE WITH
                          CONDITIONS PRINTED ON THE REVERSE OF THIS CERTIFICATE.

THIS CERTIFIES THAT ____________________________________________________________

is the owner of ________________________________________________________________

    FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK ($1.00 PAR VALUE) OF

                        COMMUNITY BANK OF GEORGIA, INC.

(hereinafter  called the "Company").  The shares represented by this certificate
are transferable on the books of the Company by said owner or by his, her or its
duly  authorized  attorney,  upon  the  surrender  of  this Certificate properly
endorsed.


     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by
its  duly  authorized  officer  and  its  corporate seal to be hereunto affixed.

Date:  _______________________.
                                     [SEAL]


________________________________                ________________________________
Secretary                                       President


<PAGE>
The  shares  evidenced by this certificate have been acquired for investment and
have  not  been  registered  under  the  Securities Act of 1933, as amended (the
"Act")  or section 10-5-9 of the Georgia Securities Act of 1973, as amended (the
"Georgia Act") and may not be offered, sold or otherwise transferred, pledged or
hypothecated  unless and until registered under the Act, the Georgia Act and any
applicable  state  securities  laws  or,  unless,  in  the  opinion  of  counsel
satisfactory  to  the  issuer, in form and substance satisfactory to the issuer,
such  offer, sale, transfer, pledge or hypothecation is exempt from registration
or  is  otherwise  in  compliance  with  the Act, the Georgia Act and such laws.




For value received, ____________________ hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE
----------------------------------

--------------------------------------
|                                    |
--------------------------------------



_____________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_____________________________________________________________________________


_____________________________________________________________________________


_____________________________________________________________________________


_________________________________________________________________________ shares

of  the  stock  represented  by  the  within  Certificate,  and  do  hereby
irrevocably  constitute  and  appoint  __________________________________
Attorney  to  transfer  the  said  stock  on  the books of the within named
Corporation  with  full  power  of  substitution  in  the  premises.


________________________________
(DATE)


________________________________________________________________________________
(SIGNATURE:  THE  SIGNATURE  ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN  UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR  ENLARGEMENT  OR  ANY  CHANGE  WHATEVER.)


<PAGE>