SCHEDULE 14A

                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
               Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement          [_]  Soliciting Material Under Rule
[_]  Confidential, For Use of the              14a-12
     Commission Only (as permitted
     by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[_]  Definitive Additional Materials




                            ATLANTIC BANCGROUP, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)



--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[x]  No fee required.
[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)   Title of each class of securities to which transaction applies:

________________________________________________________________________________
2)   Aggregate number of securities to which transaction applies:

________________________________________________________________________________

3)   Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):

________________________________________________________________________________
4)   Proposed maximum aggregate value of transaction:

________________________________________________________________________________
5)   Total fee paid:

________________________________________________________________________________
[_]  Fee paid previously with preliminary materials:

________________________________________________________________________________
[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the form or schedule and the date of its filing.

     1)   Amount previously paid:

________________________________________________________________________________
     2)   Form, Schedule or Registration Statement No.:

________________________________________________________________________________
     3)   Filing Party:

________________________________________________________________________________
     4)   Date Filed:

________________________________________________________________________________

                   ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
           1315 South Third Street o Jacksonville Beach, Florida 32250

<PAGE>

                     [Atlantic BancGroup, Inc. Letterhead]
                                 March 26, 2002



Dear Fellow Shareholders:

         It is our pleasure to invite you to attend Atlantic BancGroup, Inc.'s
2002 Annual Meeting of Shareholders. This year's Annual Meeting will be held at
the Sea Turtle Inn, One Ocean Boulevard, Atlantic Beach, Florida, on Thursday,
April 25, 2002, at 2:00 p.m., Eastern Time.

         The Notice of the Annual Meeting of Shareholders and Proxy Statement
attached to this letter describe the formal business that will be transacted at
the Annual Meeting and provide material information concerning that business.
Directors and officers of Atlantic BancGroup, Inc., as well as a representative
of the accounting firm, Stevens, Powell & Company, P.A., will be present at the
Annual Meeting to respond to your questions.

         YOUR VOTE IS IMPORTANT. Please sign and date the enclosed Proxy Card
promptly and return it in the postage-paid envelope which has been provided.
Should you attend the Annual Meeting and prefer to vote in person, you will be
given that opportunity.

     On behalf of the  Board of  Directors  and all the  employees  of  Atlantic
BancGroup, Inc., we look forward to seeing you at the Annual Meeting.



                                   Sincerely,




                                /s/ Barry W. Chandler
                                ----------------------
                                Barry W. Chandler
                                President and Chief Executive Officer


<PAGE>


                            ATLANTIC BANCGROUP, INC.

                              ---------------------

                  NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON APRIL 25, 2002

                               -------------------

     NOTICE IS HEREBY  GIVEN that the 2002  Annual  Meeting of  Shareholders  of
Atlantic BancGroup,  Inc. ("Annual Meeting") will be held at the Sea Turtle Inn,
One Ocean Boulevard,  Atlantic Beach,  Florida, on April 25, 2002, at 2:00 p.m.,
Eastern Time to consider the following Proposals:

     Proposal I     The  election  of three  Class I  members  of the Board of
                    Directors, each for a three-year term;

     Proposal II    The ratification of the appointment of Stevens,  Powell &
                    Company,  P.A.  as the  independent  auditors  for  Atlantic
                    BancGroup,  Inc., and its wholly-owned  subsidiary,  for the
                    fiscal year ending December 31, 2002;

     Proposal III   The  adjournment  of  the  Annual  Meeting  to  solicit
                    additional   proxies   in  the  event  that  there  are  not
                    sufficient votes to approve any of the foregoing  Proposals;
                    and,

     To  transact  any other  business  that  properly  comes  before the Annual
Meeting, or any adjournment thereof.

     The Board of  Directors  has fixed the close of business  on  February  28,
2002,  as the record  date for the  determination  of  shareholders  entitled to
notice of, and to vote at, the Annual  Meeting.  Only holders of common stock of
record at that time  will be  entitled  to vote at the  Annual  Meeting,  or any
adjournment  thereof.  In the event that there are insufficient votes to approve
any Proposal at the Annual Meeting, the Annual Meeting may be adjourned pursuant
to  Proposal  III,  to  permit  further  solicitation  of  proxies  by  Atlantic
BancGroup, Inc.


                                           By Order of the Board of Directors,


                                           /s/ David L. Young
                                           ------------------
                                           David L. Young
                                           Corporate Secretary
Jacksonville Beach, Florida
March 26, 2002






March 26, 2002
                   ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
           1315 South Third Street o Jacksonville Beach, Florida 32250
<PAGE>









                            ATLANTIC BANCGROUP, INC.


                            ------------------------

                                 PROXY STATEMENT

                            ------------------------


                               GENERAL INFORMATION
Annual Meeting

--------------------------------------------------------------------------------
          DATE:       April 25, 2002
         TIME:        2:00 p.m., Eastern Time
         LOCATION:    Sea Turtle Inn, One Ocean Boulevard,
                      Atlantic Beach, Florida.
--------------------------------------------------------------------------------

Solicitation and Voting of Proxies

     This Proxy Statement and the accompanying Proxy Card are being furnished to
shareholders  of record as of the close of  business on February  28,  2002,  in
connection  with the  solicitation  of  proxies  by the  Board of  Directors  of
Atlantic BancGroup,  Inc. ("Atlantic BancGroup"),  the parent holding company of
Oceanside  Bank  ("Bank").  Proxies  obtained by the Board of Directors  will be
voted at Atlantic  BancGroup's  2002  Annual  Meeting of  Shareholders  ("Annual
Meeting").  Please note that Atlantic  BancGroup  and the Bank are  collectively
referred to herein as the "Company." Atlantic  BancGroup's Annual Report on Form
10-KSB,  including  financial  statements for the fiscal year ended December 31,
2001,  accompanies  this  Proxy  Statement,  which  is  first  being  mailed  to
shareholders on or about March 26, 2002.

     Regardless  of the  number of shares of common  stock  that you own,  it is
important that your shares be represented by proxy or that you be present at the
Annual  Meeting.  To vote by proxy,  please  indicate  your  vote in the  spaces
indicated  on the  enclosed  Proxy Card and  return it signed and dated,  in the
enclosed postage-paid envelope.  Proxies obtained by the Board of Directors will
be voted in accordance with the directions given therein.  Where no instructions
are given, proxies will be voted:

     o    "FOR" the election of the three Class I director nominees;

     o    "FOR"  the  ratification  of the  appointment  of  Stevens,  Powell  &
          Company,  P.A. as the  independent  auditors for  Atlantic  BancGroup,
          Inc.,  and its  wholly-owned  subsidiary,  for the fiscal  year ending
          December 31, 2002; and

     o    "FOR" the  adjournment  of the Annual  Meeting  to solicit  additional
          proxies  if  there  are not  sufficient  votes to  approve  any of the
          Proposals.

                   ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
           1315 South Third Street o Jacksonville Beach, Florida 32250

                                       1

<PAGE>



     It is important that your proxy be returned promptly. Therefore, whether or
not you plan to be present at the Annual Meeting, please complete, sign and date
the enclosed Proxy Card and return it in the enclosed postage-paid envelope.

Revocation of Proxy

         Your presence at the Annual Meeting will not automatically revoke your
proxy. However, you may revoke a proxy at any time prior to its exercise by:

     o    Delivering a written notice of revocation to Atlantic BancGroup;

     o    Delivering  a duly  executed  proxy  bearing a later date to  Atlantic
          BancGroup; or,

     o    Attending the Annual Meeting and voting in person.

Voting Procedures

     Our Articles of Incorporation do not provide for cumulative  voting.  Under
the  Florida  Business  Corporation  Act  ("Act"),  directors  are  elected by a
plurality  of the votes  cast at a meeting  at which a quorum  is  present.  Our
Bylaws  provide that a majority of shares  entitled to vote and  represented  in
person or by proxy at a shareholder  meeting  constitutes  a quorum.  Therefore,
each  shareholder  of record on the record date has the right to vote, in person
or by  proxy,  the  number of  shares  owned by him or her for as many  director
nominees as there are  directors  to be elected.  For  example,  if you own five
shares, you may vote a maximum of five shares for each director to be elected.

     Other matters are approved if affirmative  votes cast for a proposal exceed
the votes cast against that  proposal at a meeting at which a quorum is present,
unless a greater number of affirmative votes or voting by classes is required by
the Act or our Articles of Incorporation.  Abstentions and broker non-votes have
no effect under the Act.

     If your shares are held in "street name," under certain  circumstances your
brokerage  firm may vote your  shares.  Brokerage  firms have  authority to vote
their customers' shares on certain "routine" matters,  including the election of
directors. When a brokerage firm votes its customers' shares on routine matters,
these shares are also counted for purposes of  establishing  a quorum to conduct
business at the meeting.  A brokerage firm cannot vote its customer's  shares on
non-routine matters. Accordingly,  these shares are not counted as votes against
a  non-routine  matter,  but rather not  counted at all for these  matters.  We,
therefore,  encourage you to provide  instructions  to your brokerage firm as to
how your proxy  should be voted.  This  ensures your shares will be voted at the
Annual Meeting.

     The close of business on February 28, 2002,  has been fixed by the Board of
Directors as the "record date" for  determination  of  shareholders  entitled to
notice of, and to vote at, the Annual Meeting,  and any adjournment  thereof. On
the record date,  there were 632,500 shares of Atlantic  BancGroup  common stock
outstanding which were held by about 663 shareholders.

                   ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
           1315 South Third Street o Jacksonville Beach, Florida 32250

                                       2

<PAGE>



Beneficial Ownership

         The following table contains information regarding the only people
known to us, other than our officers and directors listed below, to be the
beneficial owners of 5% or more of the outstanding shares of Atlantic BancGroup
common stock as of the record date.

Name of Beneficial Owner              Number of Shares       Percent of Class
--------------------------            ----------------       ----------------
M. Michael Witherspoon                      45,320(1)              6.92%
-----------------------
(1)      Includes 22,160 shares subject to presently exercisable warrants.

                          BENEFICIAL STOCK OWNERSHIP OF
                        DIRECTORS AND EXECUTIVE OFFICERS

         The following table contains information regarding the current
beneficial ownership of each director nominee, continuing director and
non-director executive officer of Atlantic BancGroup common stock as of the
record date. The percentage of shares held by each person reflects the number of
shares that person currently owns, plus the number of shares that person has the
right to acquire.

Name of Beneficial Owner              Number of Shares(1)    Percent of Class
--------------------------            ----------------       ----------------
Frank J. Cervone                            24,400
         121 Burning Pine Court                                    3.78%
         Ponte Vedra Beach, FL
Barry W. Chandler                           25,000
         1022 Seawood Drive                                        3.88
         Neptune Beach, FL
Jimmy D. Dubberly                           12,400
         111 Oakridge Drive                                        1.94
         Glennville, GA
Donald F. Glisson, Jr.                      25,900
         4451 Catheys Club Lane                                    4.01
         Jacksonville, FL
Robin H. Scheiderman                        41,000
         3419 Lands End Drive                                      6.28
         St. Augustine, FL

                   ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
           1315 South Third Street o Jacksonville Beach, Florida 32250

                                       3

<PAGE>





Name of Beneficial Owner              Number of Shares(1)    Percent of Class
--------------------------            ----------------       ----------------
Gordon K. Watson                            64,300                10.17%
         1262 Fish Hook Way
         Ponte Vedra Beach, FL
Conrad L. Williams                          10,000                 1.57
         314 12th Street
         Atlantic Beach, FL
Dennis M. Wolfson                           12,500                 1.96
         9548 Waterford Road
         Jacksonville, FL
David L. Young                               6,000                 0.94
         1365 Pinewood Road
         Jacksonville Beach, FL
All Directors and Executive                221,500                31.15%
Officers as a  Group (Nine
Persons)

-----------------------

(1)  Includes  an equal  number of common  shares  and  warrants  for all listed
     directors and officers, except for Mr. Watson, who has no warrants.

                               MARKET INFORMATION

Our common stock is quoted on the Over-the-Counter Bulletin Board under the
symbol "ATBC". Our primary market maker in the stock is E.E. Powell and Company,
Inc. The market price for our stock is included in our Annual Report on Form
10-KSB under the heading "Market Price For Registrants' Common Equity And
Related Stockholder Matters."

                           BOARD OF DIRECTORS MEETINGS

         During the year ended December 31, 2001, Atlantic BancGroup's Board of
Directors held twelve meetings. All directors attended at least 75% of the total
meetings of the Board of Directors and those Atlantic committees on which that
director served, except Mr. Glisson, who attended 71%, Ms. Scheiderman, who
attended 57%, and Mr. Wolfson, who attended 71%. Atlantic BancGroup currently
does not pay fees to its directors. The Bank, however, pays directors $500 per
month for attending Board meetings. Directors who serve on the Loan Committee
receive an additional $100 per meeting. Effective January 2002, the Directors of
the Bank receive $750 for each Board meeting and $250 per month for serving on
the Loan Committee.

                   ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
           1315 South Third Street o Jacksonville Beach, Florida 32250

                                       4

<PAGE>



                      COMMITTEES OF THE BOARD OF DIRECTORS

General

     In 2001,  Atlantic  BancGroup  had only one standing  committee,  the Audit
Committee,  which was  comprised  of the same  members  that serve on the Bank's
Audit Committee.  Atlantic BancGroup's Audit Committee met four times during the
year.  The  standing  committees  of the  Bank are the:  Audit  Committee,  Loan
Committee and Asset-Liability/Investment Committee.

Audit Committee

     The Audit Committee reviews the Company's auditing,  accounting,  financial
reporting and internal  control  functions  pursuant to a Charter adopted by the
Board of Directors on July 20, 2000. The Audit Committee recommends to the Board
the Company's independent auditor and reviews its services.  The Audit Committee
is comprised of Jimmy D. Dubberly,  Robin H. Scheiderman and Conrad L. Williams,
all nonemployee  directors.  As part of its duties, the Audit Committee reviewed
and  discussed  with  both  Atlantic  BancGroup's   management  and  independent
auditors:

     o    The Company's audited  financial  statements for the fiscal year ended
          December 31, 2001;

     o    Those  matters  required  to be  discussed  by  Statement  on Auditing
          Standards 61; and,

     o    The  written  disclosures  and  letter  from the  independent  auditor
          regarding its independence as required by Independence Standards Board
          Standard No. 1.

     Based upon these reviews and discussions,  the Audit Committee  recommended
that  the  Company's  audited  financial  statements  be  included  in  Atlantic
BancGroup's Form 10-KSB for the fiscal year ended December 31, 2001.

Asset-Liability/Investment Committee

     The Asset-Liability/Investment  Committee at the Bank establishes the asset
and liability management policies of the Bank, monitors and sets limitations for
interest-rate risk and formulates loan pricing.  The Committee members are Frank
J. Cervone, Barry W. Chandler,  Donald F. Glisson, Jr., Robin H. Scheiderman and
David L. Young.

Loan Committee

     The Loan  Committee  at the Bank meets as required to act upon  significant
loan requests made to the Bank.  The members of the Loan  Committee are Barry W.
Chandler,  Donald F.  Glisson,  Jr.,  Gordon K. Watson,  Conrad L.  Williams and
Dennis M. Wolfson.

                   ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
           1315 South Third Street o Jacksonville Beach, Florida 32250

                                       5

<PAGE>


                       PROPOSAL I -- ELECTION OF DIRECTORS

     The Board of Directors is presently  comprised of eight  members.  Atlantic
BancGroup's  Articles of  Incorporation  provide that directors shall be divided
into three classes,  which each serve for staggered three-year terms. This year,
Class I directors are to be elected.  To the best of our knowledge,  no director
nominee is being  proposed for election  pursuant to any agreement  between that
person and any other person.

     The three  nominees  named herein have  indicated  that they are willing to
stand for  election  and to serve as  directors  if  elected.  Should a director
nominee  become  unable or  unwilling  to serve,  proxies  will be voted for the
election of such other person as the Board of Directors may choose to nominate.

     The affirmative vote of a plurality of the votes cast at the Annual Meeting
is needed to elect a director. Abstentions and withheld votes will have the same
effect as votes against a director nominee.

     Information  relating  to the  business  experience  and  age  of  Atlantic
BancGroup's  capital stock of each  director  nominee,  continuing  director and
non-director officer is set forth below.

                                DIRECTOR NOMINEES
                                CLASS I DIRECTORS
                             TERMS EXPIRING IN 2002

Frank J.  Cervone,  age 50,  has been a director  of  Atlantic  BancGroup  since
December  1998.  He is also a  director  of the Bank and has held that  position
since 1996. Dr.  Cervone is an  endodontist,  who has practiced in  Jacksonville
Beach since 1990. He is a graduate of the University of Pittsburgh.

Barry W.  Chandler,  age 51,  is a  director  of  Atlantic  BancGroup  since and
Chairman of the Board of the Bank.  Mr.  Chandler has served as:  President  and
Chief  Executive  Officer of Atlantic  BancGroup  since April 2000,  director of
Atlantic  BancGroup  since December 1998,  President of the Bank since 1996, and
Chief  Executive  Officer of the Bank since December 1999.  Prior to joining the
Company,  Mr.  Chandler was with Ponte Vedra National Bank from 1990 to 1996. He
is a  graduate  of the  Graduate  School of  Retail  Banking  Management  of the
University of Virginia.

Jimmy D. Dubberly,  age 60, is a director of Atlantic BancGroup and the Bank. He
has been a director with Atlantic  BancGroup  since December 1998 and a director
of the Bank since 1996.  Mr.  Dubberly is the  President of South  Georgia Bank,
Glenville,  Georgia,  a position he has held since 1986. Mr.  Dubberly  attended
Armstrong  State  College,   the  University  of  Georgia  and  Louisiana  State
University.

                   ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
           1315 South Third Street o Jacksonville Beach, Florida 32250

                                       6

<PAGE>



                              CONTINUING DIRECTORS
                               CLASS III DIRECTORS
                             TERMS EXPIRING IN 2003

Conrad L. Williams, age 72, has been a director of Atlantic BancGroup since
December 1998, and a director of the Bank since December 1996. Mr. Williams is a
retired veterinarian. He resides in Atlantic Beach and is a graduate of the
University of Georgia, College of Veterinary Medicine.

Dennis M. Wolfson,  age 60, is a director of Atlantic BancGroup and the Bank. He
has been a director of Atlantic  BancGroup  since  December  1998. He has been a
director  of the Bank since 1996.  Mr.  Wolfson is a  self-employed  real estate
developer and investor.  Mr. Wolfson is a trustee and executive committee member
of  Wolfson  Children's  Hospital  in  Jacksonville.  He is a  graduate  of  the
University of Georgia and resides in Jacksonville.


                               CLASS II DIRECTORS
                             TERMS EXPIRING IN 2004

Donald F. Glisson,  Jr., age 42, is Chairman of the Board of Atlantic  BancGroup
and a director of the Bank. He has served in those positions since December 1998
and 1996 respectively.  Since 1982, Mr. Glisson has served as President of Triad
Financial  Services,  Inc. in  Jacksonville.  He is a graduate of Florida  State
University.

Robin H. Scheiderman,  age 45, is a director of Atlantic BancGroup and the Bank.
She has served in those  positions  since  December 1998 and 1996  respectively.
Since  1992,  Ms.  Scheiderman  has been  self-employed  as a  certified  public
accountant.  She  earned  a  Bachelors  degree  and a  Masters  degree  from the
University of North Florida and resides in St. Augustine.

Gordon K. Watson,  age 52, is a director of Atlantic BancGroup and has served in
that capacity since December 1998. He is also a director of the Bank. Mr. Watson
has been an attorney with the law firm of Watson & Osborne, P.A. in Jacksonville
since 1974. He resides in Ponte Vedra Beach and is a graduate of the  University
of Florida.


                              NON-DIRECTOR OFFICER

David L. Young, age 56, is Executive Vice President and Chief Financial  Officer
of Atlantic  BancGroup and Executive Vice President and Chief Financial  Officer
of the Bank.  Mr.  Young  joined the  Company in May 1997.  Prior to joining the
Company, Mr. Young was the Finance Manager for the Loan and Investment Operation
Division of Barnett Bank in Jacksonville  from 1995 to 1997. He is a graduate of
Jacksonville  University and the Graduate School of Retail Banking Management at
the University of Virginia.





                   ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
           1315 South Third Street o Jacksonville Beach, Florida 32250

                                        7

<PAGE>


--------------------------------------------------------------------------------
             The Board of Directors Recommends that the Shareholders
        Vote "For" the Election of the Three Class I Director Nominees.

--------------------------------------------------------------------------------

                             EXECUTIVE COMPENSATION

Summary Compensation Table

         The following Summary Compensation Table shows compensation information
regarding Barry W. Chandler,  President and Chief Executive  Officer of Atlantic
BancGroup and President,  Chief  Executive  Officer and Chairman of the Board of
the Bank. No other executive  officer received  compensation at a level required
to be reported herein by Securities and Exchange Commission regulations.

<TABLE>
<CAPTION>

                                  Annual Compensation
        Name and                                                          Other
   Principal Position         Year       Salary         Bonus      Annual Compensation*
   ------------------         ----       ------         -----      --------------------
<S>                           <C>       <C>           <C>                 <C>
                              2001      $116,800      $  23,000           $4,778
Barry W. Chandler             2000      $111,300      $   4,000           $7,568
President/CEO                 1999      $ 95,598      $     500           $2,200

</TABLE>
------------------
* Director's fees


Benefits

     Officers  of  the  Bank,  but  not  of  Atlantic  BancGroup,  are  provided
hospitalization,   major  medical,  short-  and  long-term  disability,   dental
insurance and term life insurance  under group plans on generally the same terms
as are offered to all full-time employees.

Employment Contracts

     Atlantic  BancGroup  does not have  employment  agreements  with any of its
employees.

                   ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
           1315 South Third Street o Jacksonville Beach, Florida 32250

                                       8

<PAGE>



                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Certain directors,  executive officers and principal  shareholders (defined
as individuals owning 5% or more of Atlantic BancGroup common stock) of Atlantic
BancGroup and its  subsidiaries  are  customers  of, and have banking  relations
with,  the  Bank.  Loans  made to  these  individuals  are  governed  under  the
provisions of Section 22(h) of the Federal  Reserve Act.  Section 22(h) requires
that any loans made by the Bank to such individuals,  or to any related interest
of such  individuals,  must: (i) be on substantially  the same terms,  including
interest rates and  collateral,  as those  prevailing at the time for comparable
transactions  with  non-affiliated  parties and;  (ii) not involve more than the
normal  risk  of  repayment  or  present  other  unfavorable   features.   These
restrictions do not affect preferential loans to full-time employees who are not
directors or executive officers of the Company.

     The  following  table  sets  forth  information  as to  all  directors  and
executive officers of the Company, including members of their immediate families
and  affiliated  entities,  who had loans in the  aggregate  of  $60,000 or more
during the year ended December 31, 2001.

(Table on following page)








                     [Remainder of page intentionally blank]


                   ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
           1315 South Third Street o Jacksonville Beach, Florida 32250

                                       9

<PAGE>



<TABLE>
<CAPTION>
                                                                      Highest      Principal
                                          Date       Maturity         Balance       Balance        Interest          Type
                                           of        Date of           During          at          Rate as of         of
        Name or Related Entity            Loan         Loan             2001        12/31/01        12/31/01         Loan
        ----------------------            ----          ----            ----        --------        --------         ----

<S>                                      <C>          <C>            <C>            <C>             <C>             <C>
Frank J. Cervone                          5/22/98     04/22/08      $  172,799      $ 154,634          7.00%          CM
                                          5/12/99     05/15/04      $   21,986      $  16,139          7.75%          IL
Barry W. Chandler                        11/19/98     02/15/08      $   49,349      $  49,348          Prime          LOC
                                         07/14/98     08/14/03      $    7,607      $  3,114         Prime + 2%       LOC
                                         02/25/00     04/20/05      $   17,866      $  14,777          8.25%          IL


Donald F. Glisson, Jr. &                 01/18/98     01/15/03      $        0      $       0        Prime + 2%       LOC
Carolyn  Glisson.
  Triad Financial Services, Inc.         03/13/01     03/13/02      $  105,925      $  14,112       Prime - .25%      LOC
  Triad Financial Services, Inc.         01/05/01     07/10/04      $   30,105      $  23,019          8.25%          IL
  Triad Financial Services, Inc.         11/06/00     05/06/04      $   37,328      $  27,464          8.25%          IL
  Triad Financial Services, Inc.         04/15/99     04/15/02      $    7,168      $   1,853          7.75%          IL
  Triad Financial Services, Inc.         11/24/98     11/24/02      $  250,000      $ 250,000       Prime - .25%      CL


Robin H. Scheiderman                     10/14/97     10/15/07      $   81,033      $  78,544        Prime           LOC

Gordon K. Watson                         11/01/97     11/16/02      $   21,135      $       0          9.00%          IL
Watson & Osborne, P.A.                   02/11/98     02/11/03      $   95,400      $       0       Prime - .25%      LOC


Dennis M. Wolfson                        10/22/97     10/15/02      $    9,105      $   7,100       Prime + 2%        LOC
                                         10/11/01     10/11/21      $  807,500      $ 804,053       Prime +.50%       CM
                                         02/11/00     12/01/05      $   22,055      $  17,437          8.00%          IL
                                         06/06/00     06/06/02      $   35,000      $  10,000       Prime + 1%        LOC

</TABLE>


------------------------

Note: "CM" means  commercial  mortgage loan; "IL" means  installment  fixed rate
consumer loan; "LOC" means line of credit.




                     [Remainder of page intentionally blank]


                   ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
           1315 South Third Street o Jacksonville Beach, Florida 32250

                                       10

<PAGE>


              PROPOSAL II --RATIFICATION OF THE APPOINTMENT OF THE
                 INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING
                                DECEMBER 31, 2002

     Following  consultation  with the Audit  Committee,  the Board of Directors
intends to retain the accounting firm of Stevens,  Powell & Company, P.A. as the
independent  auditor for Atlantic BancGroup and its wholly-owned  subsidiary for
the fiscal year ending  December  31, 2002.  A  representative  from the firm is
expected to be present at the Annual  Meeting to make a statement and respond to
shareholder questions.

     Audit Fees: The aggregate fees billed for professional services by Stevens,
Powell & Company,  P.A.,  in connection  with the audit of the annual  financial
statements  for the fiscal year ended  December 31, 2001, and the reviews of the
financial statements included in Atlantic BancGroup's quarterly filings with the
Securities and Exchange Commission were $57,800.

     All Other Fees:  In addition to fees billed for audit  services and interim
reviews of  financial  statements  for 2001,  Stevens,  Powell & Company,  P.A.,
billed the Company $10,700, which was substantially for tax-related services and
accounting consultation.

--------------------------------------------------------------------------------

         The Board of Directors Recommends that Shareholders Vote "For"
            the Appointment of Stevens, Powell & Company, P.A. as the
        Independent Auditor for the Fiscal Year Ending December 31, 2002.

--------------------------------------------------------------------------------

                  PROPOSAL III - ADJOURNMENT OF ANNUAL MEETING

     The Board of Directors seeks your approval to adjourn the Annual Meeting in
the event that there are not a sufficient number of votes to approve Proposals I
or II at the Annual  Meeting.  In order to permit  proxies that have been timely
received by Atlantic BancGroup to be voted for an adjournment, we are submitting
this  Proposal as a separate  matter for  consideration.  If it is  necessary to
adjourn the Annual  Meeting and the  adjournment is for a period of less than 30
days, no notice of the time or place of the  reconvened  Annual  Meeting will be
given to shareholders, other than an announcement made at the Annual Meeting.

--------------------------------------------------------------------------------
         The Board of Directors Recommends that Shareholders Vote "For"
                     the Adjournment of the Annual Meeting.

--------------------------------------------------------------------------------

                      SECTION 16(a) REPORTING REQUIREMENTS

     To the best of Atlantic  BancGroup's  knowledge,  during 2001,  each of its
directors and officers timely filed all reports required by Section 16(a) of the
Securities  Exchange Act of 1934. Atlantic BancGroup has no record of any person
having  beneficial  ownership  of 10% or more of its common stock other than Mr.
Watson listed above.

                   ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
           1315 South Third Street o Jacksonville Beach, Florida 32250

                                       11

<PAGE>



                              SHAREHOLDER PROPOSALS

     In order  to be  eligible  for  inclusion  in  Atlantic  BancGroup's  proxy
materials for the 2003 Annual Meeting, any shareholder's proposal to take action
at that  Meeting  must be received at our  corporate  office at 1315 South Third
Street,  Jacksonville Beach, Florida 32250, no later than November 26, 2002. Any
such  proposals  shall  be  subject  to  the  requirements  of the  proxy  rules
(Regulation 14A) adopted under the Securities Exchange Act of 1934, as amended.

                    NOTICE OF BUSINESS TO BE CONDUCTED AT AN
                   ANNUAL MEETING AND SHAREHOLDER NOMINATIONS

     Our  Bylaws  provide an  advance  notice  procedure  for  bringing  certain
business,  including nominations for directors,  before an Annual Meeting. For a
shareholder to properly bring business before an Annual Meeting, the shareholder
must give written notice to Atlantic  BancGroup's  Corporate  Secretary not less
than ten days before the time originally fixed for such meeting.

                                  SOLICITATION

     The cost of soliciting  proxies on behalf of the Board of Directors for the
Annual Meeting will be borne by Atlantic BancGroup.  Proxies may be solicited by
directors,  officers or our regular employees, in person or by telephone, e-mail
or mail. We are requesting  persons and entities  holding shares in their names,
or in the names of their  nominees,  to send  proxy  materials  to,  and  obtain
proxies  from,  such  beneficial  owners.  Those  persons and  entities  will be
reimbursed for their reasonable out-of-pocket expenses.

                  OTHER MATTERS WHICH MAY PROPERLY COME BEFORE
                               THE ANNUAL MEETING

     The Board of Directors  knows of no other  business  that will be presented
for  consideration at the Annual Meeting,  other than those matters described in
this Proxy Statement. If any other matter should properly come before the Annual
Meeting, however, it is intended that the proxies solicited hereby will be voted
in accordance with the judgment of the person or persons voting the proxies.  If
you do not wish to extend  such  authority,  you may limit your proxy by marking
the appropriate box on the Proxy Card.

                     AVAILABILITY OF ADDITIONAL INFORMATION

     Accompanying this Proxy Statement is Atlantic BancGroup's 2001 Form 10-KSB,
which  includes the Company's  audited  financial  statements.  Form 10-KSB also
serves as the Annual Report to  Shareholders  and Annual  Disclosure  Statement.
Additional  copies of  Atlantic  BancGroup's  Annual  Report on Form  10-KSB are
available  to  shareholders  at no  charge.  Any  shareholder  who would like an
additional  copy may  contact  David L.  Young,  Corporate  Secretary,  Atlantic
BancGroup,  Inc., 1315 South Third Street,  Jacksonville  Beach,  Florida 32250,
telephone number (904) 247-9494.

                   ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
           1315 South Third Street o Jacksonville Beach, Florida 32250

                                       12

<PAGE>



     Atlantic  BancGroup   currently  files  periodic  reports  (including  Form
10-KSBs, Form 10-QSBs, Proxy Statements,  etc.) with the Securities and Exchange
Commission.  These  periodic  reports  are  filed  electronically  via  EDGAR by
Atlantic  BancGroup  and can be  inspected  and copied at the  public  reference
facilities  maintained by the Securities  and Exchange  Commission at its Public
Reference Section, 450 Fifth Street, N.W., Washington,  DC 20549. The Securities
and  Exchange  Commission   maintains  a  website  that  contains   registration
statements,  reports,  proxy and  information  statements and other  information
regarding  registrants that file electronically with the Securities and Exchange
Commission.  Information filed by Atlantic  BancGroup is available for review on
this website. The address of the website is www.sec.gov.






Atlantic BancGroup, Inc.
Dated March 26, 2002

                   ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
           1315 South Third Street o Jacksonville Beach, Florida 32250

                                       13

<PAGE>

--------------------------------------------------------------------------------

                            ATLANTIC BANCGROUP, INC.

                                 REVOCABLE PROXY
                       2002 ANNUAL MEETING OF SHAREHOLDERS


This Proxy is solicited on behalf of the Board of Directors of Atlantic
BancGroup, Inc. who will serve as the Proxy Committee for the 2002 Annual
Meeting of Shareholders ("Annual Meeting").

The undersigned shareholder hereby appoints the Proxy Committee with the full
power of substitution to represent and to vote, as designated below, all the
shares of Atlantic BancGroup, Inc. held of record by the undersigned on February
28, 2002, at the Annual Meeting to be held at Sea Turtle Inn, One Ocean
Boulevard, Atlantic Beach, Florida at 2:00 P.M., Eastern Time, on April 25,
2002, or at any adjournment thereof.

The undersigned shareholder understands that he or she may revoke this Proxy at
any time before it is voted by either filing with the Corporate Secretary, a
written notice of revocation, delivering to Atlantic BancGroup, Inc. a duly
executed Proxy bearing a later date, or by attending the Annual Meeting and
voting in person.


                  THE FOLLOWING PROPOSALS ARE BEING ACTED UPON:



PROPOSAL I: The election of three Class I members of
Board of Directors to serve three-year terms expiring in  2004.

                                  WITHHOLD
              FOR                 AUTHORITY
             [   ]                  [   ]


INSTRUCTION.  To withhold your vote for any  individual  nominee,  strike a line
through the nominee's name listed below.

--------------------------------------------------------------------------------

   Dr. Frank J. Cervone          Barry W. Chandler           Jimmy D. Dubberly

--------------------------------------------------------------------------------

PROPOSAL II: The ratification of the appointment of
Stevens, Powell & Company, P..A., as the independent
auditors for Atlantic BancGroup, Inc. for the fiscal year
ending December 31, 2002.

                FOR               AGAINST               ABSTAIN
                ---              --------               -------
               [   ]               [   ]                 [   ]


PROPOSAL III: The adjournment of the Annual Meeting to
solicit additional proxies in the event there are not
sufficient votes to approve Proposals I, or II.

                FOR               AGAINST               ABSTAIN
                ---              --------               -------
               [   ]               [   ]                 [   ]


IN THEIR DISCRETION, THE PROXY HOLDERS ARE AUTHORIZED TO TRANSACT AND TO VOTE
UPON SUCH OTHER BUSINESS as may properly come before the Annual Meeting, or at
any adjournment thereof, unless indicated otherwise by marking this box o.

NOTE: When properly executed, this Proxy will be voted in the manner directed by
the undersigned shareholder. UNLESS CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR THE PROPOSALS  LISTED.  When shares are held  jointly,  both should
sign.  When  signing as attorney,  executor,  administrator,  agent,  trustee or
guardian,  please give full title.  The  undersigned  acknowledges  receipt from
Atlantic  BancGroup,  Inc., prior to the execution of the Proxy, a Notice of the
Annual  Meeting and a Proxy  Statement  dated March 26, 2002 and the 2001 Annual
Report.


----------------------     Signature: _______________________________________


       STICKER             Signature if held
                           jointly:__________________________________________

----------------------     Date: ____________________________________________



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   Please mark, sign, date and return this Proxy Card promptly, using the
   enclosed envelope. If you receive more than one Proxy Card, please sign
   and return all Proxy Cards.
  ----------------------------------------------------------------------------