SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant To Section 14(A) Of the
                        Securities Exchange Act of 1934

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

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential,  for Use of the  Commission  Only  (as  permitted  by Rule
     14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material under ss. 240.14a-12

                            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

[ ]  $125 per Exchange Act Rules O-11(c)(1)(iii),  14a-6(i)(1), 14a-6(i)(2) or
     Item 22(a)(2) of Schedule 14A.

[ ]  Fee computed on table below per Exchange Act Rules 14-a6(i)(4) and O-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 O-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 by written 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: ___________________________________




<PAGE>

                            ATLANTIC BANCGROUP, INC.



                                 March 26, 2003



To our Shareholders:

     The 2003 Annual Meeting of Shareholders of Atlantic BancGroup, Inc. will be
held at the Sea Turtle Inn, One Ocean Boulevard,  Atlantic Beach, Florida 32233,
on April 24, 2003, beginning at 2:00 p.m. local 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.
Our directors and officers,  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  and to share with you our plans and  objectives  for
2003.

     It is  important  that your shares be  represented  and voted at the Annual
Meeting.  You can vote your shares by completing  and signing the enclosed Proxy
Card.  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


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


<PAGE>





                            ATLANTIC BANCGROUP, INC.




                  NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON APRIL 24, 2003

     The 2003 Annual  Meeting of  Shareholders  ("Annual  Meeting")  of Atlantic
BancGroup,  Inc. ("Atlantic  BancGroup") will be held at the Sea Turtle Inn, One
Ocean Boulevard,  Atlantic Beach,  Florida 32233, on April 24, 2003 beginning at
2:00 p.m. local time. At the Annual Meeting, the holders of Atlantic BancGroup's
outstanding common stock will act on the following items:

     1.   The election of two Class III members of the Board of Directors,  each
          to serve for a three-year term;

     2.   The  ratification  of the  appointment  of Stevens,  Powell & Company,
          P.A.,  as the  independent  auditors  for Atlantic  BancGroup  and its
          wholly-owned subsidiary, for the fiscal year ending December 31, 2003;

     3.   The adjournment of the Annual Meeting to solicit additional proxies in
          the event  there are not  sufficient  votes to  approve  either of the
          foregoing items;

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

     All  holders  of record of shares  of  Atlantic  BancGroup  at the close of
business on February 28, 2003 are entitled to vote at the Annual  Meeting or any
adjournments thereof.

                                   By Order of the Board of Directors,



                                   /s/ David L. Young
                                   --------------------
                                   David L. Young
                                   Corporate Secretary


Jacksonville Beach, Florida
March 26, 2003



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


<PAGE>




                            ATLANTIC BANCGROUP, INC.


                                 PROXY STATEMENT


     We are providing these proxy materials in connection with the  solicitation
by the Board of Directors of Atlantic BancGroup,  Inc. ("Atlantic BancGroup") of
proxies  to be  voted  at our  2003  Annual  Meeting  of  Shareholders,  and any
adjournment  thereof ("Annual  Meeting").  Atlantic  BancGroup's  Annual Report,
which  includes the financial  statements for the fiscal year ended December 31,
2002,  accompanies  this  Proxy  Statement,  which  is  first  being  mailed  to
shareholders on or about March 26, 2003.

Date, Time and Location

     >>   Thursday, April 24, 2003
     >>   2:00 p.m. local time
     >>   The Sea Turtle Inn, One Ocean Boulevard, Atlantic Beach, Florida 32233

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,  2003,  in
connection  with the  solicitation  of  proxies  by the  Board of  Directors  of
Atlantic  BancGroup,  the parent  holding  company of Oceanside  Bank  ("Bank").
Proxies obtained by the Board of Directors will be voted at Atlantic BancGroup's
Annual Meeting.

     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. If you do not indicate
how your  shares  should be voted on a matter,  the shares  represented  by your
properly completed proxy will be voted as the Board of Directors recommends.

     In order for us to have a quorum  present to be able to convene  the Annual
Meeting,  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.

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

                                       1

<PAGE>


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:

     >>   Delivering a written notice of revocation to Atlantic BancGroup; or

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

     >>   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 customers'  shares on
non-routine matters. Accordingly,  these shares are not counted as votes against
a non-routine matter, but rather are not counted at all for these matters. There
are no non-routine matters to vote upon at the Annual Meeting.

     The close of business on February 28, 2003,  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 1,039,607 shares of Atlantic  BancGroup common stock
outstanding which were held by approximately 683 shareholders.



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

                                       2

<PAGE>



                               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  Registrant's  Common  Equity and
Related Stockholder Matters."

                           BOARD OF DIRECTORS MEETINGS

     During the year ended  December 31,  2002,  Atlantic  BancGroup's  Board of
Directors held twelve meetings. All directors attended at least 75% of the total
meetings  of the Board of  Directors,  except Mr.  Wolfson,  who  attended  50%.
Atlantic BancGroup  currently does not pay fees to its directors.  The Directors
of the Bank receive $750 for each Board  meeting.  Members of the Loan Committee
receive $250 per month for serving on the Committee.

                      COMMITTEES OF THE BOARD OF DIRECTORS

General

     In 2002,  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. The following table lists
the members of each Committee in 2002.

-------------------------------------------------------------------------
                                         Asset/Liability/
   Board Member              Audit         Investment             Loan
-------------------------------------------------------------------------
Frank J. Cervone                              X
-------------------------------------------------------------------------
Barry W. Chandler                             X                     X
-------------------------------------------------------------------------
Jimmy D. Dubberly            Chair
-------------------------------------------------------------------------
Donald F. Glisson, Jr.        X             Chair                   X
-------------------------------------------------------------------------
Robin H. Scheiderman          X               X
-------------------------------------------------------------------------
Gordon K. Watson                                                    X
-------------------------------------------------------------------------
Conrad L. Williams            X                                     X
-------------------------------------------------------------------------
Dennis M. Wolfson                                                 Chair
-------------------------------------------------------------------------
David L. Young                                X
-------------------------------------------------------------------------


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

                                        3

<PAGE>


                          REPORT OF THE AUDIT COMMITTEE

     The audit functions of the Audit Committee are focused on three areas:

     o    The adequacy of Atlantic  BancGroup's and the Bank's internal controls
          and  financial  reporting  process  and the  reliability  of  Atlantic
          BancGroup's and the Bank's financial statements.

     o    The  performance  of  Atlantic  BancGroup's  and the  Bank's  internal
          auditors and the independence and performance of Atlantic  BancGroup's
          and the Bank's independent auditors.

     o    Atlantic   BancGroup's  and  the  Bank's  compliance  with  legal  and
          regulatory requirements.

     The Audit  Committee  met with  management  periodically  to  consider  the
adequacy  of  Atlantic  BancGroup's  and the Bank's  internal  controls  and the
objectivity  of their  financial  reporting.  These matters were  discussed with
Atlantic BancGroup's and the Bank's independent auditors.

     The Audit Committee met with the independent  auditors  without  management
present. The independent auditors have unrestricted access to the members of the
Audit Committee.

     The Audit  Committee  also  recommends to the Board the  appointment of the
independent  auditors  and  periodically  reviews  their  performance,  fees and
independence from management.

     The Board of Directors has determined that none of the members of the Audit
Committee  has a  relationship  to  Atlantic  BancGroup  or the  Bank  that  may
interfere with our  independence  from Atlantic  BancGroup or the Bank and their
management.

     Management  has primary  responsibility  for Atlantic  BancGroup's  and the
Bank's financial  statements and the overall  reporting  process,  including the
system of internal controls. The independent auditors audit the annual financial
statements  prepared  by  management,  express an  opinion  as to whether  those
financial   statements  fairly  present  the  financial  position,   results  of
operations and cash flows of Atlantic  BancGroup and the Bank in conformity with
accounting  principles  generally  accepted in the United  States of America and
discuss  with us any issues  they  believe  should be raised with us. We monitor
these processes,  relying without independent  verification,  on the information
provided to us and on the representations made by management and the independent
auditors.

     This  year,  we  reviewed  Atlantic  BancGroup's  and  the  Bank's  audited
financial  statements  as of, and for, the fiscal year ended  December 31, 2002,
and met with both management and Atlantic BancGroup's and the Bank's independent
auditors to discuss those financial statements. Management has represented to us
that the  financial  statements  were  prepared in  accordance  with  accounting
principles generally accepted in the United States of America.



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

                                       4


<PAGE>



     We have received from, and discussed with, Stevens,  Powell & Company, P.A.
the written  disclosure and the letter required by Independence  Standards Board
Standard No. 1 (Independence  Discussions  with Audit  Committees).  These items
relate to that firm's independence from Atlantic BancGroup and the Bank. We also
discussed  with  Stevens,  Powell & Company,  P.A.  any  matters  required to be
discussed by Statement on Auditing  Standards No. 61  (Communication  with Audit
Committees).

     Based on these reviews and  discussions,  we  recommended to the Board that
Atlantic  BancGroup's  audited  financial  statements  be  included  in Atlantic
BancGroup's  and the Bank's  annual  report on Form  10-KSB for the fiscal  year
ended December 31, 2002.

     Jimmy D. Dubberly, Chairman                       Dr. Conrad  L. Williams
     Robin H. Scheiderman                              Donald F. Glisson, Jr.

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 met four times
during the year.  Both Mr.  Glisson and Dr.  Cervone  attended  50% of Committee
meetings.  No other member of the Committee  attended less than 75% of Committee
meetings.

Loan Committee

     The Loan  Committee  at the Bank meets as required to act upon  significant
loan requests  made to the Bank.  The Committee met 34 times during the year. No
Committee member attended less than 75% of Committee meetings.

                            1. 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 III 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 two 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.

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

                                        5


<PAGE>


     Information  relating  to the  business  experience  and  age  of  Atlantic
BancGroup's director nominees,  continuing directors and non-director  executive
officers is set forth below.

                                DIRECTOR NOMINEES
                               CLASS III DIRECTORS
                             TERMS EXPIRING IN 2003

Conrad L.  Williams,  age 73, has been a director  of Atlantic  BancGroup  since
December 1998, and a director of the Bank since December 1996. Dr. Williams is a
retired  veterinarian.  He has  been a  resident  of  the  Jacksonville  Beaches
community since 1959. Dr.  Williams holds two  undergraduate  degrees,  one from
Louisiana Tech  University and one from the University of Florida.  Dr. Williams
received his DVM degree from the  University  of Georgia,  College of Veterinary
Medicine.

Dennis M. Wolfson,  age 61, is a director of Atlantic BancGroup and the Bank. He
has been a director of Atlantic  BancGroup since December 1998 and a director of
the Bank since 1996.  Mr. Wolfson is a life long resident of  Jacksonville.  For
the past  five  years,  Mr.  Wolfson  has been  self-employed  as a real  estate
investor,  mortgage broker and real estate broker.  Mr. Wolfson served as Senior
Vice President and Director of the Daylight  Grocery  Company.  In addition,  he
served as Vice President and Director of  Merritt-Chapman  & Scott  Corporation,
managing  a ninety  million  dollar  portfolio.  Mr.  Wolfson  is a trustee  and
executive  committee member of Wolfson Children's Hospital in Jacksonville and a
member of the Baseball  Task Force of the  Jacksonville  Sports  Authority.  Mr.
Wolfson  attended  Bentley  College  and  Boston  University.  He  received  his
Bachelor's degree in Finance from the University of Georgia.

                              CONTINUING DIRECTORS
                               CLASS II DIRECTORS
                             TERMS EXPIRING IN 2004

Donald F. Glisson,  Jr., age 43, 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, Florida. Triad Financial is a 100 plus
employee  consumer  finance  company  and ranked as one of the  fastest  growing
companies in Florida.  Mr. Glisson  graduated from the Florida State  University
with a Bachelor's degree in Finance.

Robin H. Scheiderman,  age 46, 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.  Prior to that she  served as the Chief  Financial  Officer  for the
California College for Health Sciences.  In addition,  Ms. Scheiderman served as
Director of Taxes for Florida Rock Industries,  Inc. in  Jacksonville,  Florida.
She earned a  Bachelor's  degree and a Master's  degree from the  University  of
North Florida.  Ms.  Scheiderman is a licensed  Certified Public  Accountant and
Certified Financial Planner.



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


                                       6
<PAGE>


Gordon K. Watson,  age 53, 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
is a founding  member and senior  partner with the law firm of Watson & Osborne,
P.A. in Jacksonville, Florida since 1974. He is a resident of Ponte Vedra Beach.
Mr.  Watson  received a  Bachelor's  degree in  Marketing  and  Management  from
Jacksonville  University.  Mr. Watson  received his Juris Doctor degree from the
University of Florida.

                                CLASS I DIRECTORS
                             TERMS EXPIRING IN 2005

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   and  has  been  practicing  in
Jacksonville  Beach since 1990. Dr. Cervone holds a Bachelor's degree in Biology
from the  University  of  Pittsburg,  a D.M.D.  degree  from the  University  of
Pittsburg, School of Dental Medicine, and a specialty designation in Endodontics
from the University of Pennsylvania.

Barry W. Chandler,  age 52, is a director of Atlantic  BancGroup 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 Bank, Mr. Chandler
was with Ponte Vedra  National  Bank from 1990 to 1996.  He is a graduate of the
Graduate School of Retail Bank Management of the University of Virginia.

Jimmy D. Dubberly,  age 61, 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,  Chairman,  and Chief
Executive Officer of the South Georgia Bank, Glennville,  Georgia,  positions he
has held since 1986. Mr.  Dubberly is a graduate of the School of Banking of the
South at  Louisiana  State  University,  and the Georgia  Banking  School at the
University of Georgia.

                         NON-DIRECTOR EXECUTIVE OFFICERS

David L. Young, age 57, is Executive Vice President, Chief Financial Officer and
Corporate Secretary of Atlantic BancGroup and Executive Vice President and Chief
Financial  Officer of the Bank. Mr. Young joined the Bank in May 1997.  Prior to
joining  Bank,  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 Bank
Management at the University of Virginia.

Grady R. Kearsey, age 58, is Executive Vice President and Senior Loan Officer of
the Bank. Mr. Kearsey joined the Bank in July 1997 and served as Vice President,
Lender until January 2001, when he was promoted to his current  position.  Prior
to joining the Bank,  Mr. Kearsey  served as Vice  President,  Market Manager of
SunTrust  Bank from 1996 to July  1997.  Prior to  serving  with  SunTrust,  Mr.
Kearsey was with Ponte Vedra National Bank. Mr. Kearsey has a Bachelor's  degree
from Jacksonville University.

                   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 Two Class III Director Nominees.

                          BENEFICIAL STOCK OWNERSHIP OF
                        DIRECTORS AND EXECUTIVE OFFICERS

     The following table contains  information  regarding the current beneficial
ownership  of  Atlantic   BancGroup  common  stock  of  each  director  nominee,
continuing  director and non-director  executive officers as of the record date.
Mr. Watson is the only beneficial owner of more than 5% of our common stock.


                                                Number        % of
                                              of Shares    Beneficial
                  Name                          Owned       Ownership
                  ----                          -----       ---------

         Frank J. Cervone                       12,200       1.17%
         Barry W. Chandler                      12,500       1.20
         Jimmy D. Dubberly                       6,200       0.60
         Donald F. Glisson, Jr.                 32,900       3.17
         Grady R. Kearsey                        1,100       0.11
         Robin H. Scheiderman                   41,000       3.94
         Gordon K. Watson                       67,600       6.50
         Conrad L. Williams                      5,000       0.48
         Dennis M. Wolfson                      10,250       0.99
         David L. Young                          6,100       0.59
                                              --------     ----------

         All directors and executive officers
         as a group (10 individuals)           194,850       18.75%
                                              =========    ==========


                             EXECUTIVE COMPENSATION

Summary Compensation Table

     The Summary  Compensation  Table on the following  page 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.

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

                                       8

<PAGE>


                                         Annual Compensation
                                                                      Other
       Name and                                                       Annual
  Principal Position             Year      Salary       Bonus      Compensation

Barry W. Chandler                2002     $125,000    $14,225(1)    $13,596(2)
President and Chief Executive    2001      116,800     23,000(1)      7,800(3)
Officer                          2000      111,300      4,000         7,568(3)

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

(1)  Mr. Chandler received his 2002 bonus,  $14,225, in 2003 and his 2001 bonus,
     $23,000, in 2002.
(2)  Includes directors' fees, referral fees, incentives,  vacation buy-back and
     Kiwanis Club dues.
(3)  Includes directors' fees, referral fees, incentives, and Kiwanis Club dues.

Benefits

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

Employment Contracts

     Neither Atlantic BancGroup nor the Bank has employment  agreements with any
of its employees.

                 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 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 Atlantic
BancGroup or the Bank.  As of December 31, 2002,  the total loans to  directors,
executive officers and principal shareholders of Atlantic BancGroup and the Bank
was $2,158,629.


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

                                       9
<PAGE>


                    2. RATIFICATION OF THE APPOINTMENT OF THE
                 INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING
                                DECEMBER 31, 2003

     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 the Bank for the fiscal year
ending  December  31,  2003.  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, 2002, and the reviews of the
financial statements included in Atlantic BancGroup's quarterly filings with the
Securities and Exchange Commission were $67,750.

     All Other Fees:  In addition to fees billed for audit  services and interim
reviews of  financial  statements  for 2002,  Stevens,  Powell & Company,  P.A.,
billed  Atlantic  BancGroup  $12,310,  which was  substantially  for tax-related
services and accounting consultation.  The Audit Committee does not believe that
Atlantic BancGroup's payment for tax services impairs Stevens, Powell & Company,
P.A.'s independence in conducting its audits of Atlantic BancGroup.

     In order to be  adopted,  this item must be  approved  by the  holders of a
majority of the outstanding shares of Atlantic  BancGroup's common stock present
or  represented  by proxy and  entitled  to vote at the Annual  Meeting.  If the
shareholders  do not vote in  favor  of the  appointment  of  Stevens,  Powell &
Company,  P.A.,  the Board of Directors  will  consider  the  selection of other
auditors.

--------------------------------------------------------------------------------
         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, 2003.
--------------------------------------------------------------------------------

                        3. 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 items 1 or
2 at the  Annual  Meeting.  In order to permit  proxies  that  have been  timely
received  by the  Atlantic  BancGroup  to be voted  for an  adjournment,  we are
submitting  this item as a  separate  matter  for your  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 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 Approval of the Adjournment of the Annual Meeting.
--------------------------------------------------------------------------------

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


                                       10

<PAGE>

                  SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE

     To the best of Atlantic  BancGroup's  knowledge,  during 2002,  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.

                              SHAREHOLDER PROPOSALS

     In order  to be  eligible  for  inclusion  in  Atlantic  BancGroup's  proxy
materials for the 2004 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, 2003. 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.

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

                                       11

<PAGE>


                     AVAILABILITY OF ADDITIONAL INFORMATION

     Accompanying this Proxy Statement is Atlantic BancGroup's 2002 Form 10-KSB,
which includes our audited financial statements.  Form 10-KSB also serves as our
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   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, 2003



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

                                       12



                            ATLANTIC BANCGROUP, INC.

                                 REVOCABLE PROXY
                       2003 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 2003 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, 2003, at the Annual  Meeting to be held at the
     Sea Turtle Inn, One Ocean Boulevard,  Atlantic Beach, Florida at 2:00 p.m.,
     local time, on April 24, 2003, 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:

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

     1. The election of two Class III members of the Board of Directors, each to
     serve for a three-year term.
                                           FOR        AGAINST
                                           ---        -------
      Conrad L. Williams                   [ ]          [ ]
      Dennis M. Wolfson


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

--------------------------------------------------------------------------------
     2. 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,
     2003.

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

--------------------------------------------------------------------------------
     3. The adjournment of the Annual Meeting to solicit
     additional  proxies  in the  event  there  are  not
     sufficient votes to approve either of the foregoing
     items.

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


     At 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,  of a Notice of the Annual  Meeting,  a Proxy
     Statement dated March 26, 2003 and the 2002 Annual Report.



                                 Signature:
                                           -------------------------------------

           STICKER               Signature if held jointly:
                                                           ---------------------
                                 Date:
                                       -----------------------------------------

--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------