UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20429
                            ______________________

                                 FORM 10-KSB
                            _______________________

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                   For the Fiscal Year Ended December 31, 2002
                 ________________________________________________

                           Commission File No. 0-49691

                 ________________________________________________

                              RIVOLI BANCORP, INC.

                             A Georgia Corporation
                   (IRS Employer Identification No. 58-2631780)

                                5980 Zebulon Road
                              Macon, Georgia 31210
                                 (478) 475-5200
                 ________________________________________________

      Securities Registered Pursuant       Securities Registered Pursuant
    to Section 12(b) of the Securities   to Section 12(g) of the Securities
          Exchange Act of 1934:                Exchange Act of 1934:

                None                         Common Stock, $1.00 par value
          ---------------------             -------------------------------

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

                                 Yes    X      No
                                     --------     ----------

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and will not be contained, to the best of
Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

Revenue for the fiscal year ended December 31, 2002: $8,997,184

The aggregate market value of the common stock of the Registrant held by
nonaffiliates of the Registrant (562,218 shares) on March  25, 2003, was
$11,244,360.  As of such date, no organized trading market existed for the
common stock of the Registrant.  The aggregate market value was computed by
reference to recent sales of the common stock of the Registrant, the sales
prices for which were reported by transaction participants to Registrant.  For
the purposes of this response, directors, officers and holders of 5 percent or
more of the Registrant's common stock are considered the affiliates of the
Registrant.

The number of shares outstanding of the Registrant's common stock, as of March
25, 2003: 759,443 shares of $1.00 par value common stock.



                    DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive proxy statement to be delivered to
stockholders in connection with its 2003 Annual Meeting of Stockholders are
incorporated by reference in response to Items 9, 10, 11 and 12 of this Report.

Transitional Small Business Disclosure Format (check one):  Yes       No  X
                                                                ----     ----

                  Safe Harbor Statement Under the Private
                  Securities Litigation Reform Act of 1995

Certain statements in this Annual Report on Form 10-KSB contain "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995, which statements generally can be identified by the use
of forward-looking terminology, such as "may," "will," "expect," "estimate,"
"anticipate," "believe," "target," "plan," "project," or "continue" or the
negatives thereof or other variations thereon or similar terminology, and are
made on the basis of management's plans and current analyses of the Company,
its business and the industry as a whole.  These forward-looking statements
are subject to risks and uncertainties, including, but not limited to, economic
conditions, competition, interest rate sensitivity and exposure to regulatory
and legislative changes.  The above factors, in some cases, have affected, and
in the future could affect, the Company's financial performance and could cause
actual results for fiscal 2003 and beyond to differ materially from those
expressed or implied in such forward-looking statements.  The Company does not
undertake to publicly update or revise its forward-looking statements even if
experience or future changes make it clear that any projected results expressed
or implied therein will not be realized.


                                    PART I

Item 1   Description of Business
------   -----------------------

GENERAL

Rivoli BanCorp, Inc., a Georgia corporation (the "Company"), was formed in
February 2001 to act as the holding company for Rivoli Bank & Trust, a Georgia
state-chartered commercial bank (the "Bank"). Effective January 1, 2002, the
Bank reorganized into a one-bank holding company structure, becoming a wholly-
owned subsidiary of the Company.  Each outstanding share of common stock of the
Bank was exchanged in the reorganization on a one-for-one basis for the common
stock of the Company, and the former holders of the Bank's common stock became
the holders of all of the outstanding shares of the Company's common stock.  As
a result of the reorganization, the Bank has ceased reporting under the
Securities Exchange Act of 1934 ("Exchange Act") with the FDIC, and the Company,
as the successor registrant under the Exchange Act, reports with the SEC.

The Bank is a full service commercial bank, without trust powers, providing an
assortment of banking services to residents and businesses of Bibb County,
Georgia.  The Bank commenced operations in June 1997 from its banking facility
located on Zebulon Road in Macon, Georgia.  In June 1998, the Bank opened a new
banking office in downtown Macon.  The Bank offers a full range of interest-
bearing and noninterest-bearing accounts, including commercial and retail
checking accounts, money market accounts, individual retirement accounts,
regular interest-bearing statement savings accounts, certificates of deposit,
commercial loans, real estate loans, home equity loans and consumer/installment
loans.  In addition, the Bank provides such consumer services as U.S. Savings
Bonds, traveler's checks, cashier's checks, safe deposit boxes, bank by mail
services, direct deposit, automatic teller services and Internet banking.

The holding company structure was adopted as a mechanism to enhance the Bank's
ability to serve its future customers' requirements for financial services.
The Company provides flexibility for expansion of the banking business through
the acquisition of other financial institutions and provision of additional
banking-related services which the traditional commercial bank may not provide
under present laws.  For example, banking regulations require that the Bank
maintain a minimum ratio of capital to assets.  In the event that the Bank's
growth is such that this minimum ratio is not maintained, the Company may borrow
funds, subject to the capital adequacy guidelines of the Federal Reserve Board,
and contribute them to the capital of the Bank, or raise capital otherwise in
a manner which is unavailable to the Bank under existing banking regulations.

Prior to the reorganization, the Company did not conduct any operations and
had only a nominal amount of assets.  Accordingly, all financial information
relating to the financial condition or results of operations of the registrant
prior to January 1, 2002 contained in this report pertains solely to the Bank.


MARKET AREA AND COMPETITION

The Bank is located in Macon, Georgia and its primary market area includes all
of Bibb County, Georgia and all contiguous counties.  Macon serves as the
county seat of Bibb County and is the center of banking in Bibb County.  The
Bank's market area includes ten commercial banks with approximately 56 branches.
These institutions offer a full range of banking services and vigorously
compete with the Bank for all types of services, especially deposits.  In
addition, the Bank also competes in certain aspects of its banking business
with credit unions, small loan companies, consumer finance companies,
brokerage houses, insurance companies, money market funds, and other financial
institutions which have recently been invading traditional banking markets.
The competition between these types of financial institutions and commercial
banks has increased significantly within the past few years as a result of
federal and state legislation which has, in several respects, deregulated
financial institutions.  The full impact of this legislation and subsequent
laws that may continue to deregulate the financial services industry further
cannot be fully assessed or predicted.


DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL

The following is a presentation of the average balance sheet of the Bank for
the years ended December 31, 2002 and 2001.  This presentation includes all
major categories of interest-earning assets and interest-bearing liabilities:

                                        Year Ended           Year Ended
                                     December 31, 2002    December 31, 2001
                                     -----------------    -----------------
     Average Consolidated Assets
     ---------------------------
Cash and due from banks                $  3,847,766         $  3,118,859
Interest bearing deposits                   800,624              661,842
Investment Securities
  Taxable                                19,948,397           18,309,761
  Nontaxable                              1,441,629              377,455
Other securities                            666,556              498,630
Federal funds sold                        2,655,258            6,955,724
Net loans                                89,352,348           79,475,562
                                       ------------         ------------
Total interest-earning assets           114,864,812          106,278,974
                                       ------------         ------------
Other assets                              5,267,458            5,268,330
                                       ------------         ------------
Total assets                           $123,980,036         $114,666,163
                                       ============         ============

Average Consolidated Liabilities And Stockholders' Equity
---------------------------------------------------------
Noninterest-bearing deposits           $ 18,067,917         $ 13,459,645
NOW and money market deposits            50,793,417           45,305,735
Savings deposits                          1,430,683              804,597
Time deposits                            32,070,457           35,501,884
Federal funds purchased
 and repurchase agreements                  183,581               12,595
FHLB borrowing                           10,464,591            9,972,603
Other liabilities                         1,245,575            1,593,545
                                       ------------         ------------
Total liabilities                       114,256,221          106,650,604
                                       ------------         ------------
Trust preferred securities                  516,912               -  -
                                       ------------         ------------
Stockholders' equity                      9,206,903            8,015,559
                                       ------------         ------------
Total liabilities
 and stockholders' equity              $123,980,036         $114,666,163
                                       ============         ============

The following is a presentation of an analysis of the net interest
earnings of the Bank for the periods indicated with respect to each major
category of interest-earning asset and each major category of interest-
bearing liability:


                                           Year Ended December 31, 2002
                                      -------------------------------------
                                         Average     Interest     Average
                                         Amount     Earned/Paid  Yield/Rate
                                         -------    -----------  ----------
                    Assets
                    ------
Interest-bearing deposits             $    800,624   $    8,348    1.04%
Federal funds sold                       2,655,258       50,611    1.91%
Investment securities
  Taxable                               19,948,397    1,120,160    5.62%
  Nontaxable (1)                         1,441,629       48,489    5.10%
Other securities                           666,556       31,070    4.66%
Net loans(2)(3)                         89,352,348    6,365,515    7.12%
                                      ------------   ----------
     Total earning assets             $114,864,812   $7,624,193    6.66%
                                      ============   ==========

                  Liabilities
                  -----------
NOW and money market deposits         $ 50,793,417   $  709,144    1.40%
Savings deposits                         1,430,683       16,123    1.13%
Time deposits                           32,070,457    1,264,492    3.94%
Federal funds purchased                    183,581        2,869    1.56%
Other borrowings                        10,464,591      551,755    5.27%
Trust preferred securities                 516,912       27,668    5.35%
                                      ------------   ----------
     Total interest-bearing
     liabilities                      $ 95,459,641   $2,572,051    2.69%
                                      ============   ==========

Net yield on earning assets                                        4.40%
                                                                   ====


                                           Year Ended December 31, 2001
                                      -------------------------------------
                                         Average     Interest     Average
                                         Amount     Earned/Paid  Yield/Rate
                                         -------    -----------  ----------
                    Assets
                    ------
Interest-bearing deposits             $    661,842   $   29,108    4.40%
Federal funds sold                       6,955,724      316,562    4.55%
Investment securities
  Taxable                               18,309,761    1,072,221    5.86%
  Nontaxable (1)                           377,455       15,748    6.32%
Other securities                           498,630       30,630    6.14%
Net loans(4)(5)                         79,475,562    7,128,502    8.97%
                                      ------------   ----------
     Total earning assets             $106,278,974   $8,592,771    8.09%
                                      ============   ==========

                  Liabilities
                  -----------
NOW and money market deposits         $ 45,305,735   $1,470,795    3.25%
Savings deposits                           804,597       19,239    2.39%
Federal funds purchased                     12,595          806    6.40%
FHLB borrowings                          9,972,603      550,346    5.52%
Time deposits                           35,501,884    2,191,271    6.17%
                                      ------------   ----------
     Total interest-bearing
     liabilities                      $ 91,597,414   $4,232,457    4.62%
                                      ============   ==========

Net yield on earning assets                                        4.13%
                                                                   ====
_________________________________________

(1) Average yield on non-taxable securities is tax-equivalent.
(2) At December 31, 2002, five loans with an aggregate principal balance of
    $203,755 were on non-accrual status.
(3) Interest earned on net loans includes $493,166 in loan fees and loan
    service fees.
(4) At December 31, 2001, five loans with an aggregate principal balance of
    $647,219 were on non-accrual status
(5) Interest earned on net loans includes $497,594 in loan fees and loan
    service fees.


RATE/VOLUME ANALYSIS OF NET INTEREST INCOME

The following table reflects the effect on interest income, interest expense
and net interest income of changes in average balances and rates for the years
indicated. The effect of a change in average balance has been determined by
multiplying the average rate in the earlier period by the difference in
average balances between both time periods. The change in interest due to
volume and rate has been allocated in proportion to the relationship to the
absolute dollar amounts of the change in each.

                          Year Ended Dec. 31, 2002   Year Ended Dec. 31, 2001
                               compared with              compared with
                          Year Ended Dec. 31, 2001   Year Ended Dec. 30, 2000
                          ------------------------   ------------------------
                                       Increase (decrease) due to:
                                              (In thousands)

                           Volume    Rate    Total     Volume   Rate    Total
                           ------    ----    -----     ------   ----    -----
Interest earned on
 Interest-bearing deposits $    1   $ (22)  $  (21)    $   30  $ --    $   30
 Federal funds sold           (82)   (184)    (266)       162    (71)      91
 Investment securities
   Taxable                     92     (44)      48        241    (71)     170
   Nontaxable                  36      (3)      33         24     (8)      16
 Other securities               8      (7)       1         31    --        31
 Net loans                    704  (1,467)    (763)     2,212   (750)   1,462
                           ------   -----   ------     ------  -----   ------
Total interest income         759  (1,727)    (968)     2,700   (900)   1,800
                           ------   -----   ------     ------  -----   ------

Interest paid on
  NOW deposits and
   money market accounts       77    (838)    (761)       385   (579)    (194)
  Savings deposits              7     (10)      (3)         8     (1)       7
  Time deposits              (136)   (791)    (927)       674     (9)     665
  Federal funds purchased       3      (1)       2        (13)     2      (11)
  Other borrowings           (471)    472        1        335    (20)     315
  Trust preferred securities   28     --        28        --     --       --
                           ------   -----   ------     ------  -----   ------
Total interest expense       (492) (1,168)  (1,660)     1,389   (607)     782
                           ------   -----   ------     ------  -----   ------

Change in net
  interest income          $1,251   $(559)  $  692     $1,311  $(293)  $1,018
                           ======   =====   ======     ======  =====   ======

(a)  The change in interest due to both rate and volume has been allocated to
     the rate component.


DEPOSITS

The Bank offers a full range of interest-bearing and noninterest-bearing
accounts, including commercial and retail checking accounts, money market
accounts, individual retirement accounts, regular interest-bearing statement
savings accounts and certificates of deposit with fixed and variable rates
and a range of maturity date options.  The sources of deposits are residents,
businesses and employees of businesses within the Bank's market area, obtained
through the personal solicitation of the Bank's officers and directors, direct
mail solicitation and advertisements published in the local media.  The Bank
pays competitive interest rates on time and savings deposits up to the maximum
permitted by law or regulation.  In addition, the Bank has implemented a
service charge fee schedule competitive with other financial institutions in
the Bank's market area, covering such matters as maintenance fees on checking
accounts, per item processing fees on checking accounts, returned check charges
and the like.

The following table presents, for the periods indicated, the average amount
of and average rate paid on each of the following deposit categories:

                                         Year Ended            Year Ended
                                      December 31, 2002     December 31, 2001
                                     -------------------   -------------------
                                     Average    Average    Average    Average
                                     Amount    Rate Paid   Amount    Rate Paid
Deposit Category                     -------   ---------   -------   ---------
----------------
Non-interest-bearing
 demand deposits                   $18,067,917    N/A    $13,459,645    N/A
NOW and money market deposits      $50,793,417   1.40%   $45,305,735   3.25%
Savings deposits                    $1,430,683   1.13%      $804,597   2.39%
Time deposits                      $32,070,457   3.94%   $35,501,884   6.17%

The following table indicates amounts outstanding of time certificates of
deposit of $100,000 or more and respective maturities at December 31:

               Maturity                         2002              2001
               --------                         ----              ----
           3 months or less                 $   729,566       $ 8,200,633
           3-6 months                         1,250,273         1,045,312
           6-12 months.                       4,384,028         2,188,353
           over 12 months                     5,472,912         1,306,579
                                            -----------       -----------
                                            $11,836,779       $12,740,877
                                            ===========       ===========


LOAN PORTFOLIO

The Bank engages in a full complement of lending activities, including
commercial/industrial, consumer and real estate loans.  As of December 31, 2002,
the Bank had a legal lending limit for unsecured loans of up to $1.4 million to
any one person.

While risk of loss in the Bank's loan portfolio is primarily tied to the credit
quality of the various borrowers, risk of loss may also increase due to factors
beyond the Bank's control, such as local, regional and/or national economic
downturns.  General conditions in the real estate market may also impact the
relative risk in the Bank's real estate portfolio.  Of the Bank's target areas
of lending activities, commercial loans are generally considered to have greater
risk than real estate loans or consumer installment loans.

Management intends to originate loans and to participate with other banks with
respect to loans which exceed the Bank's lending limits.  Management does not
believe that loan participations necessarily pose any greater risk of loss than
loans which the Bank originates.

The following is a description of each of the major categories of loans in the
Bank's loan portfolio:

COMMERCIAL, FINANCIAL AND AGRICULTURAL LOANS

Commercial lending is directed principally towards businesses whose demands for
funds fall within the Bank's legal lending limits and which are potential
deposit customers of the Bank.  This category of loans includes loans made to
individual, partnership or corporate borrowers, and obtained for a variety of
business purposes.  Particular emphasis is placed on loans to small and medium-
sized businesses.  The primary repayment risk for commercial loans is the
failure of the business due to economic or financial factors. Although the Bank
typically looks to a commercial borrower's cash flow as the principal source of
repayment for such loans, many commercial loans are secured by inventory,
equipment, accounts receivable and other assets.

CONSUMER LOANS

The Bank's consumer loans consist primarily of installment loans to individuals
for personal, family and household purposes, including automobile loans to
individuals and pre-approved lines of credit.  This category of loans also
includes lines of credit and term loans secured by second mortgages on the
residences of borrowers for a variety of purposes including home improvements,
education and other personal expenditures.  In evaluating these loans,
management reviews the borrower's level and stability of income and past credit
history and the impact of these factors on the ability of the borrower to repay
the loan in a timely manner.  In addition, the Bank maintains a proper margin
between the loan amount and collateral value.

REAL ESTATE LOANS

The Bank's real estate loans consist of residential first and second mortgage
loans, residential construction loans and commercial real estate loans to a
limited degree.  These loans are made consistent with the Bank's appraisal
policy and real estate lending policy which detail maximum loan-to-value ratios
and maturities. These loan-to-value ratios are sufficient to compensate for
fluctuations in the real estate market to minimize the risk of loss to the Bank.

The following table presents various categories of certain loans contained in
the Bank's loan portfolio at December 31:

Type of Loan                             2002               2001
------------                       -----------------  -----------------
Commercial, financial
 and agricultural                    $52,628,257        $39,818,315
Real estate - construction            15,382,152         15,386,635
Real estate - mortgage                15,329,563         22,238,395
Installment and other loans to
Individuals                           15,779,246          8,522,039
Other                                    119,185             -  -
                                     -----------        -----------
                                      99,238,403         85,965,384
Allowance for
  possible loan losses                (1,506,910)        (1,305,459)
                                     -----------        -----------
                                     $97,731,493        $84,659,925
                                     ===========        ===========

     The following is a presentation of an analysis of maturities of
loans as of December 31, 2002:

                                            Due After
                                Due in 1      1 to      Due After
Type of Loan                  Year or Less   5 Years     5 Years      Total
------------                  ------------   -------     -------      -----
                                                (In thousands)
Commercial, financial
 And agricultural                $29,438     $20,896     $ 2,294     $52,628
Real estate-construction           8,604       6,108         670      15,382
                                 -------     -------     -------     -------
   Total                         $38,042     $27,004     $ 2,964     $68,010
                                 =======     =======     =======     =======

     For the above loans, the following is a presentation of an analysis of
sensitivities to changes in interest rates as of December 31, 2002:

                                            Due After
                                Due in 1      1 to      Due After
Interest Category             Year or Less   5 Years     5 Years      Total
-----------------             ------------   -------     -------      -----
                                                (In thousands)
Predetermined interest rate      $10,733     $27,214     $ 2,122     $40,069
Floating interest rate            27,941        --          --        27,941
                                 -------     -------     -------     -------
                                 $38,674     $27,214     $ 2,122     $68,010
                                 =======     =======     =======     =======

As of December 31, 2002 and 2001, loans with principal balances of $203,755
and $647,219, respectively, were on nonaccrual status.  At December 31, 2002
and 2001, there were no loans that were contractually past due 90 days or more
as to principal and interest payments and still accruing interest.  No loans
at December 31, 2002 and 2001 met the definition of "troubled-debt
restructurings."  The Bank considers impaired loans to include all restructured
loans, loans on which the accrual of interest has been discontinued and all
other loans which are performing according to the loan agreement, but may have
substantive indications of potential credit weakness.  The Bank's recorded
investment in impaired loans totaled $2,338,072 and $2,792,104 at December 31,
2002 and 2001, respectively.  These loans had related allowances for loan
losses of $372,000 and $258,000 at December 31, 2002 and 2001.

As of December 31, 2002 and 2001, there were no loans not disclosed above that
were classified for regulatory purposes as doubtful, substandard or special
mention which (i) represent or result from trends or uncertainties which
management reasonably expects will materially impact future operating results,
liquidity, or capital resources, or (ii) represent material credits about
which management is aware of any information which causes management to have
serious doubts as to the ability of such borrowers to comply with the loan
repayment terms.  There are no loans not disclosed above where known information
about possible credit problems of borrowers causes management to have serious
doubts as to the ability of such borrowers to comply with the present loan
repayment terms.

Accrual of interest is discontinued on a loan when management determines upon
consideration of economic and business factors affecting collection efforts
that collection of interest is doubtful.  Average nonaccruing loans totaled
$425,487 during 2002 and $463,112 during 2001.


SUMMARY OF LOAN LOSS EXPERIENCE

An analysis of the Bank's loss experience is furnished in the following table
for the periods indicated, as well as a breakdown of the allowance for possible
loan losses:

                                       Year Ended           Year Ended
                                    December 31, 2002    December 31, 2001
                                    -----------------    -----------------
Balance at beginning of period         $1,305,459           $  970,619
                                       ----------           ----------
Charge-offs:
  Installments and other
   loans to individuals                   (22,718)             (21,131)
  Commercial, financial and
   agricultural                          (117,879)             (64,532)
  Real estate - mortgage                    --                   --
  Real estate - construction                --                   --
                                       ----------           ----------
                                         (194,597)             (85,663)
                                       ----------           ----------
Recoveries:
  Installment and other loans
   to individuals                          21,790               11,719
  Commercial, financial and
   agricultural                            10,258               23,784
  Real estate - mortgage                    --                   --
  Real estate - construction                --                   --
  Lease financing                           --                   --
                                       ----------           ----------
                                           32,048               35,503
                                       ----------           ----------
Net charge-offs                          (162,549)             (50,160)
Additions charged to operations           364,000              385,000
                                       ----------           ----------
Balance at end of period               $1,506,910           $1,305,459
                                       ==========           ==========

Ratio of net charge-offs during
 the period to average loans
 outstanding during the period             0.18%                0.06%
                                           ====                 ====

At the dates indicated, the allowance was allocated as follows:

                                             At                    At
                                      December 31, 2002     December 31, 2001
                                     -------------------   -------------------
                                                Percent               Percent
                                               of loans              of loans
                                                in each               in each
                                               category              category
                                               to total              to total
                                     Amount      loans     Amount      loans
                                     -------   ---------   -------   ---------
Commercial, financial
 and agricultural                  $  799,147     53.0%  $  610,000     46.3%
Real estate - construction            233,574     15.5%     310,000     17.9%
Real estate - mortgage                232,776     15.5%     190,000     25.9%
Installment and other loans
 to individuals                       239,604     15.9%     155,000      9.9%
Unallocated                             1,809      0.1%      40,459      N/A
                                   ----------    -----   ----------    -----
   Total                           $1,506,910    100.0%  $1,305,459    100.0%
                                   ==========    =====   ==========    =====


LOAN LOSS RESERVE

In considering the adequacy of the Bank's allowance for possible loan losses,
management has focused on the fact that as of December 31, 2002, 53.0 percent
of outstanding loans are in the category of commercial loans, which includes
commercial real estate loans and agricultural loans.  Commercial loans are
generally considered by management as having greater risk than other categories
of loans in the Bank's loan portfolio. However, 98 percent of these commercial
loans at December 31, 2002 were made on a secured basis. Management believes
that the secured condition of the preponderant portion of its commercial loan
portfolio greatly reduces any risk of loss inherently present in commercial
loans.

The Bank's consumer loan portfolio is also well secured.  At December 31, 2002,
the majority of the Bank's consumer loans were secured by collateral primarily
consisting of automobiles, boats and other personal property.  Management
believes that these loans involve less risk than commercial loans.

Real estate mortgage loans constituted 15.5 percent of outstanding loans at
December 31, 2002.  The loans in this category represent residential and
commercial real estate mortgages where the amount of the original loan
generally does not exceed 85 percent of the appraised value of the collateral.
These loans are considered by management to be well secured with a low risk of
loss.

A review of the loan portfolio by an independent firm is conducted twice per
year.  The purpose of these reviews is to assess the risk in the loan portfolio
and to determine the adequacy of the allowance for loan losses.  The review
includes analyses of historical performance, the level of nonconforming and
rated loans, loan volume and activity, review of loan files and consideration
of economic conditions and other pertinent information.  Upon completion, the
report will be approved by the Bank's Board and management.  In addition to the
above independent reviews, the Bank's primary regulators, the Georgia Banking
Department and the FDIC, will conduct periodic examinations of the loan
portfolio.  Upon completion, the regulatory agencies will present their report
of findings to the Board and management of the Bank.  Information provided from
the above independent sources, together with information provided by the
management of the Bank and other information known to members of the Board,
will be utilized by the Board to monitor, on a quarterly basis, the loan
portfolio.  Specifically, the Board will attempt to identify risks inherent
in the loan portfolio (e.g., problem loans, potential problem loans and loans
to be charged off), assess the overall quality and collectibility of the loan
portfolio, and determine amounts of the allowance for loan losses and the
provision for loan losses to be reported based on the results of their review.


INVESTMENTS

As of December 31, 2002, investment securities comprised approximately 16.3
percent of the Bank's assets. The Bank invests primarily in direct obligations
of the United States, obligations guaranteed as to principal and interest by
the United States, obligations of agencies of the United States and obligations
issued by counties and municipalities.  In addition, the Bank enters into
federal funds transactions with its principal correspondent banks, and acts
as a net seller of such funds.  The sale of federal funds amounts to a short-
term loan from the Bank to another bank.

The following table presents, at the dates indicated, the carrying value of
the Bank's investments.  All securities held at December 31, 2002 and 2001
were categorized as available for sale.

     Investments Available for Sale:           2002           2001
     ------------------------------            ----           ----
     Obligations of U.S. Agencies          $ 9,096,565    $12,160,057
     Mortgage pools                         10,694,614      6,336,898
     Municipal securities                    1,768,246      2,943,851
     Other securities                           -  -          529,350
                                           -----------    -----------
                                           $21,559,425    $21,970,156
                                           ===========    ===========

The following table indicates the amount, at December 31, 2002, of investments
due in (i) one year or less, (ii) one to five years, (iii) five to ten years,
and (iv) over ten years:

                                                             Weighted
                                                             Average
                                                Amount       Yield (1)
                                                ------       ---------
                                        (Dollars in thousands)
Investments Available for Sale
------------------------------
Obligations of U.S. Agencies
  Within 1 Year                               $   918          5.97%
  1 to 5 Years                                  5,978          5.71%
  5 to 10 Years                                 1,700          4.32%
  More than 10 Years                              500          2.49%
                                              -------          ----
                                              $ 9,096          5.60%
                                              =======          ====

Mortgage Pools
  1 to 5 Years                                $ 2,324          3.83%
  5 to 10 Years                                 1,576          4.83%
  More than 10 Years                            6,795          5.23%
                                              -------          ----
                                              $10,695          4.86%
                                              =======          ====

Municipal Securities(1)
  1 to 5 Years                                $   517          4.54%
  5 to 10 Years                                   419          4.02%
  More than 10 Years                              832          4.02%
                                              -------          ----
                                              $ 1,768          4.75%
                                              =======          ====

Total Securities
  Within 1 Year                               $   918          5.97%
  1 to 5 Years                                  8,819          5.12%
  5 to 10 Years                                 3,695          4.50%
  More than 10 Years                            8,127          5.06%
                                              -------          ----
                                              $21,559          5.03%
                                              =======          ====
______________________________

(1)	The average yield on municipal securities is tax-equivalent.


RETURN ON EQUITY AND ASSETS

Returns on average assets and average equity for the periods indicated are
as follows:

                                                    Year Ended
                                               Year Ended December 31,
                                               -----------------------
                                                  2002        2001
                                                  ----        ----
Return on average assets                           0.9%        0.7%
Return on average equity                          12.5%       10.0%
Average equity to average assets ratio             7.4%        7.0%
Dividend payout ratio                              --           --


ASSETS AND LIABILITY MANAGEMENT

It is the objective of the Bank to manage assets and liabilities to
provide a satisfactory, consistent level of profitability within the
framework of established cash, loan investment, borrowing and capital policies.
An assets and liabilities management committee of the Board is responsible for
monitoring policies and procedures that are designed to ensure acceptable
composition of the asset/liability mix, stability and leverage of all sources
of funds while adhering to prudent banking practices.  It is the overall
philosophy of management to support asset growth primarily through growth of
core deposits, which include deposits of all categories made by individuals
and businesses.  Management seeks to invest the largest portion of the Bank's
assets in commercial, consumer and real estate loans.

The Bank's asset/liability mix is monitored on a daily basis with a monthly
report reflecting interest-sensitive assets and interest-sensitive liabilities
being prepared and presented to the Bank's Board of Directors.  The objective
of this policy is to control interest-sensitive assets and liabilities so as
to minimize the impact of substantial movements in interest rates on the Bank's
earnings.  As of December 31, 2002, federal funds and investment securities
comprised approximately 18.4 percent of the Bank's assets, with net loans
comprising approximately 73.8 percent of the Bank's assets.


EMPLOYEES

As of March 25, 2003, the Bank had 37 full-time employees.  The Bank plans to
hire additional persons as needed, including additional tellers and financial
service representatives.  All employees of the Company are also employees of
the Bank and receive all compensation from the Bank.


CORRESPONDENT BANKING

Correspondent banking involves the provision of services by one bank to another
bank which cannot provide that service for itself from an economic or practical
standpoint.  The Bank purchases correspondent services offered by larger banks,
including check collections, purchase of federal funds, security safekeeping,
investment services, coin and currency supplies, over line and liquidity loan
participations and sales of loans to or participations with correspondent banks.

The Bank sells loan participations to correspondent banks with respect to loans
which exceed the Bank's lending limit.  At December 31, 2002, the Bank had
outstanding participations sold to other financial institutions totaling
$3,714,569.  Management of the Bank has established correspondent relationships
with the Bankers Bank, Atlanta, Georgia and Compass Bank, Birmingham, Alabama.
As compensation for services provided by a correspondent, the Bank maintains
certain balances with such correspondent in noninterest-bearing accounts.


MONETARY POLICIES

The results of operations of the Bank are affected by credit policies of
monetary authorities, particularly the Board of Governors of the Federal Reserve
System (the "Federal Reserve").  The instruments of monetary policy employed by
the Federal Reserve include open market operations in U.S. government
securities, changes in the discount rate on member bank borrowings, changes in
reserve requirements against member bank deposits and limitations on interest
rates which member banks may pay on time and savings deposits. In view of
changing conditions in the national economy and in the money markets, as well
as the effect of action by monetary and fiscal authorities, including the
Federal Reserve, no prediction can be made as to possible future changes in
interest rates, deposit levels, loan demand or the business and earnings of
the Bank or the Company.


DATA PROCESSING

The Bank has entered into a data processing servicing agreement with Jack
Henry & Associates, Inc. pursuant to which the Bank receives a full range of
data processing services, including an automated general ledger, deposit
accounting, commercial, real estate and installment lending data processing,
central information file and ATM processing.


SUPERVISION AND REGULATION

     The following discussion is only intended to provide brief summaries of
significant statutes and regulations that affect the banking industry and is
not a complete description of those statutes and regulations. Changes in
applicable laws or regulations, and in the policies of regulators, may have a
material effect on the Company's business and prospects. Management cannot
accurately predict the nature or extent of the effects on the Company's
business and earnings that fiscal or monetary policies, or new federal or
state laws, may have in the future.

THE COMPANY

General.  As a bank holding company, the Company is subject to the Bank
Holding Company Act of 1956, which places the Company under the supervision
of the Board of Governors of the Federal Reserve.  The Company must file
annual reports with the Federal Reserve and must provide it with such
additional information as it may require. In addition, the Federal Reserve
periodically examines the Company and the Bank.

Bank Holding Company Regulation. In general, the Bank Holding Company Act
limits bank holding company business to owning or controlling banks and
engaging in other banking-related activities.  Bank holding companies must
obtain the Federal Reserve Board's approval before they:

   *  acquire direct or indirect ownership or control of any voting shares of
      any bank that results in total ownership or control,  directly or
      indirectly, of more than 5% of the voting shares of such bank;
   *  merge or consolidate with another bank holding company; or
   *  acquire substantially all of the assets of any additional banks.

Subject to certain state laws, a bank holding company that is adequately
capitalized and adequately managed may acquire the assets of both in-state
and out-of-state banks.  Under the Gramm-Leach-Bliley Act, a bank holding
company meeting certain qualifications may apply to the Federal Reserve Board
to become a financial holding company, and thereby engage (directly or
through a subsidiary) in certain activities deemed financial in nature, such
as securities brokerage and insurance underwriting.

With certain exceptions, the Bank Holding Company Act prohibits bank holding
companies from acquiring direct or indirect ownership or control of voting
shares in any company that is not a bank or a bank holding company unless the
Federal Reserve Board determines such activities are incidental or closely
related to the business of banking.

The Change in Bank Control Act of 1978 requires a person (or group of persons
acting in concert) acquiring "control" of a bank holding company to provide
the Federal Reserve Board with 60 days' prior written notice of the proposed
acquisition. Following receipt of this notice, the Federal Reserve Board has
60 days (or up to 90 days if extended) within which to issue a notice
disapproving the proposed acquisition.  In addition, any "company" must
obtain the Federal Reserve Board's approval before acquiring 25% (5% if the
"company" is a bank holding company) or more of the outstanding shares or
otherwise obtaining control over the Company.

FINANCIAL SERVICES MODERNIZATION.  The laws and regulations that affect banks
and bank holding companies recently underwent significant changes as a result
of the Financial Services Modernization Act of 1999, also known as the Gramm-
Leach-Bliley Act of 1999.  Generally, the act (i) repealed the historical
restrictions on preventing banks from affiliating with securities firms, (ii)
provided a uniform framework for the activities of banks, savings
institutions and their holding companies, (iii) broadened the activities that
may be conducted by national banks and banking subsidiaries of bank holding
companies, (iv) provided an enhanced framework for protecting the privacy of
consumers' information and (v) addressed a variety of other legal and
regulatory issues affecting both day-to-day operations and long-term
activities of financial institutions.

Bank holding companies may now engage in a wider variety of financial
activities than permitted under previous law, particularly insurance and
securities activities. In addition, in a change from previous law, a bank
holding company may be owned, controlled or acquired by any company engaged
in financially related activities, so long as such company meets certain
regulatory requirements. The act also permits national banks (and certain
state banks), either directly or through operating subsidiaries, to engage in
certain non-banking financial activities.

TRANSACTIONS WITH AFFILIATES.  The Company and the Bank are deemed affiliates
within the meaning of the Federal Reserve Act, and transactions between
affiliates are subject to certain restrictions.  Generally, the Federal
Reserve Act limits the extent to which a financial institution or its
subsidiaries may engage in "covered transactions" with an affiliate.  It also
requires all transactions with an affiliate, whether or not "covered
transactions," to be on terms substantially the same, or at least as
favorable to the institution or subsidiary, as those provided to a non-
affiliate. The term "covered transaction" includes the making of loans,
purchase of assets, issuance of a guarantee and other similar types of
transactions.

TIE-IN ARRANGEMENTS.  The Company and the Bank cannot engage in certain tie-
in arrangements in connection with any extension of credit, sale or lease of
property or furnishing of services.  For example, with certain exceptions,
neither the Company nor the Bank may condition an extension of credit on
either a requirement that the customer obtain additional services provided by
either of the Company or the Bank, or an agreement by the customer to refrain
from obtaining other services from a competitor.  The Federal Reserve Board
has adopted exceptions to its anti-tying rules that allow banks greater
flexibility to package products with their affiliates.  These exceptions were
designed to enhance competition in banking and non-banking products and to
allow banks and their affiliates to provide more efficient, lower cost
service to their customers.

STATE LAW RESTRICTIONS.  As a Georgia business corporation, the Company may be
subject to certain limitations and restrictions under applicable Georgia
corporate law.

THE BANK

GENERAL.  The Bank, as a Georgia state-chartered bank, is subject to
regulation and examination by the State of Georgia Department of Banking and
Finance, as well as the Federal Deposit Insurance Corporation.  Georgia state
laws regulate, among other things, the scope of the Bank's business, its
investments, its payment of dividends to the Company, its required legal
reserves and the nature, lending limit, maximum interest charged and amount
of and collateral for loans.  The laws and regulations governing the Bank
generally have been promulgated by Georgia to protect depositors and not to
protect shareholders of the Company or the Bank.

COMMUNITY REINVESTMENT ACT.   The Community Reinvestment Act requires that,
in connection with examinations of financial institutions within their
jurisdiction, the Federal Deposit Insurance Corporation evaluate the record
of the financial institutions in meeting the credit needs of their local
communities, including low and moderate income neighborhoods, consistent with
the safe and sound operation of those banks.  These factors are also
considered in evaluating mergers, acquisitions, and applications to open a
branch or facility.

INSIDER CREDIT TRANSACTIONS.  Banks are also subject to certain restrictions
imposed by the Federal Reserve Act on extensions of credit to executive
officers, directors, principal shareholders, or any related interests of such
persons.  Extensions of credit must be made on substantially the same terms,
including interest rates and collateral, and follow credit underwriting
procedures that are not less stringent than those prevailing at the time for
comparable transactions with persons not covered above and who are not
employees.  Also, such extensions of credit must not involve more than the
normal risk of repayment or present other unfavorable features.

FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT.  Under the Federal
Deposit Insurance Corporation Improvement Act of 1991 each federal banking
agency has prescribed, by regulation, noncapital safety and soundness
standards for institutions under its authority. These standards cover
internal controls, information systems, and internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, fees and benefits, such other operational and managerial
standards as the agency determines to be appropriate, and standards for asset
quality, earnings and stock valuation.  Management believes that the Bank
meets all such standards.

INTERSTATE BANKING AND BRANCHING.  The Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 permits nationwide interstate banking and
branching under certain circumstances.  This legislation generally authorizes
interstate branching and relaxes federal law restrictions on interstate
banking.  Currently, bank holding companies may purchase banks in any state,
and states may not prohibit such purchases.  Additionally, banks are
permitted to merge with banks in other states as long as the home state of
neither merging bank has "opted out."  The Interstate Act requires regulators
to consult with community organizations before permitting an interstate
institution to close a branch in a low-income area.  Under recent Federal
Deposit Insurance Corporation regulations, banks are prohibited from using
their interstate branches primarily for deposit production.  The Federal
Deposit Insurance Corporation has accordingly implemented a loan-to-deposit
ratio screen to ensure compliance with this prohibition.

Georgia has "opted in" to the Interstate Act and allows in-state banks to
merge with out-of-state banks subject to certain requirements.  Georgia law
generally authorizes the acquisition of an in-state bank by an out-of-state
bank by merger with a Georgia financial institution that has been in
existence for at least 3 years prior to the acquisition.  With regard to
interstate bank branching, out-of-state banks that do not already operate a
branch in Georgia may not establish de novo branches in Georgia.

DEPOSIT INSURANCE.  The deposits of the Bank are currently insured to a
maximum of $100,000 per depositor through a fund administered by the Federal
Deposit Insurance Corporation.  All insured banks are required to pay semi-
annual deposit insurance premium assessments to the Federal Deposit Insurance
Corporation.

CAPITAL ADEQUACY.  Federal bank regulatory agencies use capital adequacy
guidelines in the examination and regulation of bank holding companies and
banks.  If capital falls below minimum guideline levels, the holding company
or bank may be denied approval to acquire or establish additional banks or
nonbank businesses or to open new facilities.

The Federal Deposit Insurance Corporation and Federal Reserve use risk-based
capital guidelines for banks and bank holding companies.  These are designed
to make such capital requirements more sensitive to differences in risk
profiles among banks and bank holding companies, to account for off-balance
sheet exposure and to minimize disincentives for holding liquid assets.
Assets and off-balance sheet items are assigned to broad risk categories,
each with appropriate weights.  The resulting capital ratios represent
capital as a percentage of total risk-weighted assets and off-balance sheet
items.  The guidelines are minimums, and the Federal Reserve has noted that
bank holding companies contemplating significant expansion programs should
not allow expansion to diminish their capital ratios and should maintain
ratios well in excess of the minimum.  The current guidelines require all
bank holding companies and federally-regulated banks to maintain a minimum
risk-based total capital ratio equal to 8%, of which at least 4% must be Tier
1 capital.  Tier 1 capital for bank holding companies includes common
shareholders' equity, certain qualifying perpetual preferred stock and
minority interests in equity accounts of consolidated subsidiaries, less
intangibles except as described above.

The Federal Reserve also employs a leverage ratio, which is Tier 1 capital as
a percentage of total assets less intangibles, to be used as a supplement to
risk-based guidelines. The principal objective of the leverage ratio is to
constrain the maximum degree to which a bank holding company may leverage its
equity capital base.  The Federal Reserve requires a minimum leverage ratio
of 3%.  However, for all but the most highly rated bank holding companies and
for bank holding companies seeking to expand, the Federal Reserve expects an
additional cushion of at least 1% to 2%.

The Federal Deposit Insurance Corporation Improvement Act created a statutory
framework of supervisory actions indexed to the capital level of the
individual institution.  Under regulations adopted by the Federal Deposit
Insurance Corporation, an institution is assigned to one of five capital
categories depending on its total risk-based capital ratio, Tier 1 risk-based
capital ratio, and leverage ratio, together with certain subjective factors.
Institutions which are deemed to be "undercapitalized" depending on the
category to which they are assigned are subject to certain mandatory
supervisory corrective actions.

RECENT SIGNIFICANT CHANGES IN BANKING LAWS AND REGULATIONS

SARBANES-OXLEY ACT OF 2002.  On July 30, 2002, the Sarbanes-Oxley Act of 2002
(the "Act") was enacted  to address corporate and accounting fraud.  The Act
establishes a new accounting oversight board that will enforce auditing
standards and restricts the scope of services that accounting firms may
provide to their public company audit clients.  Among other things, it also
(i) requires chief executive officers and chief financial officers to certify
to the accuracy of periodic reports filed with the SEC; (ii) imposes new
disclosure requirements regarding internal controls, off-balance-sheet
transactions, and pro forma (non-GAAP) disclosures; (iii) accelerates the
time frame for reporting of insider transactions and periodic disclosures by
certain public companies; and (iv) requires companies to disclose whether or
not they have adopted a code of ethics for senior financial officers and
whether the audit committee includes at least one "audit committee financial
expert."

The Act requires the SEC, based on certain enumerated factors, to regularly
and systematically review corporate filings.  To deter wrongdoing, the Act,
(i) subjects bonuses issued to top executives to disgorgement if a
restatement of a company's financial statements was due to corporate
misconduct; (ii) prohibits an officer or director from misleading or coercing
an auditor; (iii) prohibits insider trades during pension fund "blackout
periods"; (iv) imposes new criminal penalties for fraud and other wrongful
acts; and (v) extends the period during which certain securities fraud
lawsuits can be brought against a company or its officers.



ITEM 2      DESCRIPTION OF PROPERTY
------      -----------------------

The Bank owns and operates two banking offices in Macon, Georgia, one at 5980
Zebulon Road and the other at 515 Mulberry Street.  The Zebulon Road office is
located on approximately 1.16 acres and contains 36 regular parking spaces and
two handicap spaces.  The one-story brick building contains approximately 4,500
square feet, with an attached drive-up canopy of approximately 1,500 square
feet.  The building has five teller stations, one drive-up station, and one ATM
station.  The drive-up window is located behind the teller stations and serves
two drive-up lanes.  Two additional lanes are available for future expansion.
The banking platform is roughly octagonal and contains positions for three sales
and service representatives that are easily accessible to customers from the
main entrance.  Four offices, which are used for lending functions, are located
around the outside of this space.  The facility also contains a board room and
operations space.

The Mulberry Street office is located in downtown Macon in a three-story
building, with the banking area of approximately 9,000 square feet located
in the first floor lobby.  The second and third floors consist of approximately
9,000 square feet and 6,000 square feet, respectively.  The bank utilizes
approximately 6,000 square feet of space in the basement of the building as an
operations center.  Adjacent to the building is a parking lot which contains
approximately 100 spaces.  These spaces are rented to individuals and local
businesses for downtown parking on a monthly basis.  The building has eight
teller stations and an attached drive-up station.  A remote drive-up facility
is available with the ability to service an additional two lanes.  The banking
platform consists of the customer service positions and three offices for
lending functions.

Other than normal real estate and commercial lending activities, the Bank does
not invest in real estate, real estate mortgages, or securities of or interest
in entities primarily engaged in real estate activities.  The Company does not
own or lease any real property.



ITEM 3      LEGAL PROCEEDINGS
------      -----------------

There are no material pending legal proceedings to which the Company or the
Bank is a party or of which any of their properties are subject; nor are there
material proceedings known to the Company to be contemplated by any governmental
authority; nor are there material proceedings known to the Company in which any
director, officer or affiliate or any principal security holder of the Company,
or any associate of any of the foregoing is a party or has an interest adverse
to the Company or the Bank.



ITEM 4      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------      ---------------------------------------------------

No matter was submitted during the quarter ended December 31, 2002 to a vote
of security holders of the Company or the Bank.



                                     PART II

ITEM 5      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
------      --------------------------------------------------------

MARKET INFORMATION

During the period covered by this report and to date, there has been no
established public trading market for the Company's common stock.


HOLDERS OF COMMON STOCK

As of March 25, 2003, the Company had 672 stockholders of record.


DIVIDENDS

To date, neither the Company nor the Bank has paid any cash dividends on its
common stock.  It is the current policy of the Board of Directors of the Company
to reinvest earnings for such period of time as is necessary to ensure the
success of the operations of the Bank.  There are no current plans to initiate
payment of cash dividends, and future dividend policy will depend on the Bank's
earnings, capital requirements, financial condition and other factors considered
relevant by the Board of Directors.

The Bank's ability to pay dividends depends upon the earnings and financial
condition of the Bank and certain legal requirements.  The Bank may pay
dividends provided that the payment is not prohibited by its Articles of
Incorporation and will not render the Bank insolvent.  In addition, the Georgia
Financial Institutions Code and the regulations promulgated thereunder by the
Georgia Banking Department further provide (a) that dividends of cash or
property may be paid only out of the Bank's retained earnings; (b) that
dividends may not be paid if the Bank's paid-in capital and retained earnings
which are set aside for dividend payment and other distributions do not, in
combination, equal at least 20 percent of the Bank's capital stock, and (c)
that dividends may not be paid without prior approval of the Georgia Banking
Department if (i) the Bank's total classified assets at its most recent
examination exceed 80 percent of equity capital, (ii) the aggregate amount of
dividends to be declared exceeds 50 percent of the Bank's net profits after
taxes but before dividends for the previous calendar year, or (iii) the ratio
of the Bank's equity capital to adjusted assets is less than 6 percent.



ITEM 6      MANAGEMENT'S DISCUSSION AND ANALYSIS
------      ------------------------------------

The following discussion provides information about the major components of the
results of operations and financial condition, liquidity and capital resources
of the Bank and should be read in conjunction with the "Business" and "Financial
Statements" sections included elsewhere in this Report.

Prior to the reorganization of the Bank into a holding company structure, which
was effective January 1, 2002, the Company did not conduct any operations and
had only a nominal amount of assets.  Accordingly, the discussion below of
the financial condition and results of operations prior to January 1, 2002
pertains solely to the Bank.


YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
---------------------------------------------------------------------

For the years ended December 31, 2002 and 2001, net income totaled $1,153,011
and $800,504, respectively.  For the years ended December 31, 2002 and 2001,
basic income per share totaled $1.52 and $1.06, respectively, and diluted income
per share totaled $1.45 and $1.02, respectively.  During 2002 and 2001, there
were outstanding stock options that were dilutive, thus necessitating the
disclosure of basic and diluted income per share.  The significant increase
in the Bank's earnings for 2002 compared to 2001 is primarily due to the
following:

     *  Average earning assets increased from $106.3 million at December 31,
        2001 to $114.9 million at December 31, 2002, representing an increase
        of $8.6 million, or 8.1 percent. Below are the various components of
        average earning assets for the periods indicated:

                                                 Year Ended December 31,
                                                 -----------------------
                                                   2002             2001
                                                   ----             ----
                                                     (In Thousands)

          Interest-Bearing Deposits              $    801         $    662
          Federal Funds Sold                        2,655            6,956
          Investment Securities                    21,390           18,687
          Other Securities                            667              499
          Net Loans                                89,352           79,475
                                                  -------          -------
          Total Earning Assets                   $114,865         $106,279
                                                  =======          =======

     *  Primarily as a consequence of the increase in earning assets, net
        interest income increased from $4,360,314 for the year ended December
        31, 2001 to $5,052,142 for the year ended December 31, 2002.

Below are the various components of interest income and expense, as well as
their yield/costs for the periods indicated:

                                          Year Ended          Year Ended
                                       December 31, 2002   December 31, 2001
                                       -----------------   -----------------
                                       Interest            Interest
                                       Income/     Yield   Income/     Yield
                                       Expense     Cost    Expense     Cost
                                       --------    -----   --------    -----
                                               (Dollars in thousands)
Interest income
Interest-bearing deposits              $    8      1.04%   $   29      4.40%
Federal funds sold                         50      1.91%      317      4.55%
Investments securities                  1,169      5.58%    1,088      5.82%
Other securities                           31      4.66%       31      6.14%
Loans, net                              6,366      7.12%    7,128      8.97%
                                       ------              ------
                                       $7,624      6.64%   $8,593      8.09%
                                       ======              ======

Interest expense
NOW  and money market deposits         $  709      1.40%   $1.471      3.25%
Savings deposits                           16      1.13%       19      2.39%
Time deposits                           1,264      3.94%    2,191      6.17%
Federal funds purchased                     3      1.56%        1      6.40%
Other borrowings                          552      5.27%      550      5.52%
Trust preferred securities                 28      5.35%     --         -- %
                                       ------              ------
                                       $2,572      2.69%   $4,232      4.62%
                                       ======              ======

Net interest income                    $5,052              $4,361
                                       ======              ======

Net yield on earning assets                        4.40%               4.10%
                                                   ====                ====

     *  Noninterest income increased as a percentage of average assets from
        0.70 percent during 2001 to 1.11 percent during 2002.  Noninterest
        income increased 64.0 percent from $837,239 during 2001 to $1,372,991
        during 2002.  This increase was due primarily to an increase in service
        fees on deposit accounts and an increase in gains from the sale of
        investment securities.  Noninterest expense increased as a percentage
        of average assets from 3.11 percent during 2001 to 3.42 percent during
        2002.  Noninterest expense increased 18.6 percent, from $3,571,449
        during 2001 to $4,236,248 during 2002.  This increase in noninterest
        expense was primarily due to an increase in salaries and employee
        benefits.

     *  The yield on earning assets decreased from 8.09 percent in 2001 to 6.64
        percent in 2002, while the average cost of funds declined from 4.62
        percent in 2001 to 2.69 percent in 2002.  Because the decline in the
        cost of funds (193 basis points) exceeded the decline in the yield on
        earning assets (145 basis points), the net yield on earning assets
        increased from 4.10 percent in 2001 to 4.40 percent in 2002.


NET INTEREST INCOME

The Bank's results of operations are determined by its ability to effectively
manage interest income and expense, to minimize loan and investment losses, to
generate noninterest income and to control noninterest expense.  Since interest
rates are determined by market forces and economic conditions beyond the control
of the Bank, the ability to generate net interest income is dependent upon the
Bank's ability to maintain an adequate spread between the rate earned on earning
assets and the rate paid on interest-bearing liabilities, such as deposits and
borrowings.  Thus, net interest income is the key performance measure of income.

The Bank's net interest income for 2002 was $5,052,142 as compared to $4,360,214
for 2001.  Average yield on earning assets was 6.64 percent and 8.09 percent for
the years ended December 31, 2002 and 2001, respectively.  The average cost of
funds for 2002 declined to 2.69 percent from the 2001 cost of 4.62 percent.
Net interest yield is computed by subtracting interest expense from interest
income and dividing the resulting figure by average interest-earning assets.
Net interest yield for the years ended December 31, 2002 and 2001 totaled 4.40
percent and 4.10 percent, respectively.  Net interest income for 2002 as
compared to 2001 increased by $691,828, primarily due to the increase in
average earning assets from $106,278,974 in 2001 to $114,864,812 in 2002.


NONINTEREST INCOME

Noninterest income for the years ended December 31, 2002 and 2001 totaled
$1,372,991 and $837,239, respectively.  As a percentage of average assets,
noninterest income increased from 0.73 percent in 2001 to 1.11 percent in 2002.
The $535,752 increase is primarily due to higher service fees on deposit
accounts (because of the growth in transactional accounts) and gains of $137,497
from the sale of securities.

The following table summarizes the major components of noninterest income for
the periods therein indicated:

                                                Year ended December 31,
                                                -----------------------
                                                   2002         2001
                                                   ----         ----
Gain on sale of securities                      $  137,497    $ 20,300
Service fees on deposit accounts                   791,652     470,236
Rental income                                      271,397     257,434
Miscellaneous, other                               172,445      89,269
                                                ----------    ---------
                                                $1,372,991    $837,239
                                                ==========    ========


NONINTEREST EXPENSE

Noninterest expense increased from $3,571,449 in 2001 to $4,236,248 in 2002.
As a percentage of total average assets, noninterest expense increased from
3.11 percent in 2001 to 3.42 percent in 2002.  Below are the components of
noninterest expense for the 2002 and 2001 fiscal years.

                                               Year ended December 31,
                                               -----------------------
                                                  2002         2001
                                                  ----         ----
Salaries and other personnel benefits          $1,979,776   $1,694,893
Data processing charges                           456,663      369,196
Professional fees                                 366,302      200,094
Postage and telephone                             105,095       96,808
Supplies and printing                              91,708       93,481
Taxes and insurance                               126,200      126,113
Advertising and public relations                  184,831      151,297
Depreciation and amortization                     250,758      264,437
Utilities and maintenance                         211,773      193,929
Other expenses                                    463,142      381,201
                                               ----------   ----------
Total non-interest expense                     $4,236,248   $3,571,449
                                               ==========   ==========


PROVISION FOR LOAN LOSSES

During 2002, the allowance for loan losses grew from $1,305,459 to $1,506,910.
The allowance for loan losses as a percentage of gross loans was 1.52 percent
at both December 31, 2002 and December 31, 2001.  As of December 31, 2002,
management considers the allowance for loan losses to be adequate to absorb
anticipated future losses.  However, there can be no assurance that chargeoffs
in future periods will not exceed the allowance for loan losses or that
additional provisions to the allowance will not be required.


YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
---------------------------------------------------------------------

For the years ended December 31, 2001 and 2000, net income amounted to $800,504
and $333,257, respectively.  For the years ended December 31, 2001 and 2000,
basic income per share amounted to $1.06 and $0.44, respectively, and diluted
income per share amounted to $1.02 and $0.42, respectively.  During 2001 and
2000, there were outstanding stock options that were dilutive, thus
necessitating the disclosure of basic and diluted income per share.  The
significant increase in the Bank's earnings for 2001 compared to 2000 is
primarily due to the following:

     *  Average earning assets increased from $72.4 million at December 31,
        2000 to $106.3 million at December 31, 2001, representing an increase
        of $33.9 million, or 46.8 percent.

     *  Primarily as a consequence of the increase in earning assets, net
        interest income increased from $3,343,312 for the year ended December
        31, 2000 to $4,360,314 for the year ended December 31, 2001.

     *  Noninterest income increased 51.10 percent, from $554,071 during 2000
        to $837,239 during 2001. This increase was due primarily to an increase
        in rental income and increases in service fees on deposit accounts.
        Noninterest expense increased 12.92 percent, from 3,162,826 during 2000
        to 3,571,449 during 2001.  The primary reason noninterest expenses
        increased at a slower rate than noninterest income is management's
        ability to control operating costs in a declining-rate environment.

     *  The positive factors described above were offset somewhat by the decline
        in the general level of interest rates during 2001.  The yield on
        earning assets declined from 9.38 percent in 2000 to 8.09 percent in
        2001, while the average cost of funds declined from 5.51 percent in 2000
        to 4.62 percent in 2001.  Because the decline in the yield on earning
        assets (129 basis points) outpaced the decline in the cost of funds (89
        basis points), the net yield on earning assets declined from 4.62
        percent in 2000 to 4.13 percent in 2001.


NET INTEREST INCOME

The Bank's net interest income for 2001 was $4,360,214 as compared to $3,343,312
for 2000.  Average yield on earning assets was 8.09 percent and 9.38 percent for
the years ended December 31, 2001 and 2000, respectively.  The average cost of
funds for 2001 declined to 4.62 percent from the 2000 cost of 5.51 percent.  Net
interest yield is computed by subtracting interest expense from interest income
and dividing the resulting figure by average interest-earning assets.  Net
interest yield for the years ended December 31, 2001 and 2000 amounted to 4.10
percent and 4.62 percent, respectively.  Net interest income for 2001 as
compared to 2000 increased by $1,017,002, primarily due to the increase in
average earning assets from $72,386,089 in 2000 to $105,617,132 in 2001.


NONINTEREST INCOME

Noninterest income for the years ended December 31, 2001 and 2000 amounted to
$837,239 and $553,071, respectively.  As a percentage of average assets,
noninterest income increased from 0.69 percent in 2000 to 0.70 percent in 2001.
The $284,168 increase is primarily due to higher service fees on deposit
accounts (because of the growth in transactional accounts) and to a higher
rental income from the Bank building, which became fully occupied during 2001.


NONINTEREST EXPENSE

Noninterest expense increased from $3,162,826 in 2000 to $3,571,449 in 2001.
As a percentage of total average assets, noninterest expense declined from
3.96 percent in 2000 to 3.11 percent in 2001.


PROVISION FOR LOAN LOSSES

During 2001, the allowance for loan losses grew from $970,619 to $1,305,459.
The allowance for loan losses as a percentage of gross loans increased from
1.31 percent at December 31, 2000 to 1.52 percent at December 31, 2001.  As of
December 31, 2001, management considers the allowance for loan losses to be
adequate to absorb possible future losses.  However, there can be no assurance
that chargeoffs in future periods will not exceed the allowance for loan losses
or that additional provisions to the allowance will not be required.


LIQUIDITY AND INTEREST RATE SENSITIVITY

Net interest income, the Bank's primary component of earnings, fluctuates with
significant interest rate movements.  To lessen the impact of these margin
swings, the balance sheet should be structured so that repricing opportunities
exist for both assets and liabilities in roughly equivalent amounts at
approximately the same time intervals.  Imbalances in these repricing
opportunities at any point in time constitute interest rate sensitivity.

Interest rate sensitivity refers to the responsiveness of interest-bearing
assets and liabilities to changes in market interest rates.  The rate sensitive
position, or gap, is the difference in the volume of rate sensitive assets and
liabilities, at a given time interval.  The general objective of gap management
is to manage actively rate sensitive assets and liabilities so as to reduce the
impact of interest rate fluctuations on the net interest margin.  Management
generally attempts to maintain a balance between rate sensitive assets and
liabilities as the exposure period is lengthened to minimize the Bank's overall
interest rate risks.

The asset mix of the balance sheet is continually evaluated in terms of several
variables: yield, credit quality, appropriate funding sources and liquidity.
To effectively manage the liability mix of the balance sheet, there should be
a focus on expanding the various funding sources.  The interest rate sensitivity
position at year-end 2002 is presented in the following table.  The difference
between rate sensitive assets and rate sensitive liabilities, or the interest
rate sensitivity gap, is shown at the bottom of the table.  Since all interest
rates and yields do not adjust at the same velocity, the gap is only a general
indicator of rate sensitivity.
                                                       Over 1
                         Within     Over 3   Over 6     year
                           3        up to     up to    up to   After
                         months     6 mos    12 mos    5 yrs   5 yrs    Total
                         -------   -------   -------   ------  ------   ------
                                       (Dollars In thousands)
EARNING ASSETS
  Interest-
   bearing deposits     $    171  $  --     $  --     $ --    $ --    $    171
  Federal funds sold       2,803     --        --       --      --       2,803
  Investment securities      504     --          414    8,819  11,822   21,559
  Other securities           884     --        --       --      --         884
  Loans                   54,069     7,079     7,298   27,671   3,121   99,238
                         -------   -------   -------   ------  ------  -------
                        $ 58,431  $  7,079  $  7,712  $36,490 $14,943 $124,655
                         -------   -------   -------   ------  ------  -------

SUPPORTING SOURCES OF FUNDS
  NOW and money
   market deposits      $ 53,607  $  --     $  --     $ --    $ --    $ 53,607
  Deposits
    Savings Deposits       1,808     --        --       --      --       1,808
    Time Deposits         10,105     3,918     8,975    7,630   --      30,628
  Other borrowings           507     1,000     --       2,150  10,000   13,657
  Trust preferred
    securities             --        --        --       --      3,000    3,000
                         -------   -------   -------   ------  ------  -------
                        $ 66,027  $  4,918  $  8,975  $ 9,780 $13,000 $102,700
                         -------   -------   -------   ------  ------  -------

Interest rate
 sensitivity gap        $ (7,596) $  2,161  $ (1,263) $26,710 $ 1,943 $ 21,955
Cumulative interest
 rate sensitivity
 gap                    $ (7,596) $ (5,435) $ (6,698) $20,012 $21,955 $ 21,955
Interest rate
 sensitivity gap ratio    (6.1)%     1.7 %    (1.0)%    21.4%    1.6%    17.6%
Cumulative interest rate
  sensitivity gap ratio   (6.1)%    (4.4)%    (5.4)%    16.0%   17.6%    17.6%

As evidenced by the table above, the Bank is liability sensitive from zero to
one year and asset sensitive thereafter.  In a declining interest rate
environment, a liability sensitive position is generally more advantageous
since liabilities are repriced sooner than assets.  Conversely, in a rising
interest rate environment, an asset sensitive position is generally more
advantageous as earning assets are repriced sooner than the liabilities.  With
respect to the Bank, declining interest rates will increase income for
approximately one year and reduce income thereafter.  Conversely, an increase
in interest rates will reduce income for approximately one year and increase
income thereafter.  This, however, assumes that all other factors affecting
income remain constant.

As the Bank continues to grow, management will continuously structure its rate
sensitivity position to best hedge against rapidly rising or falling interest
rates.  The Bank's Asset/Liability Committee meets on a quarterly basis and
develops management's strategy for the upcoming period.  Such strategy includes
anticipations of future interest rate movements.

Liquidity represents the ability to provide steady sources of funds for loan
commitments and investment activities, as well as to maintain sufficient funds
to cover deposit withdrawals and payment of debt and operating obligations.
These funds can be obtained by converting assets to cash or by attracting new
deposits.  The Bank's primary source of liquidity is its ability to maintain
and increase deposits.  Deposits grew by $4.5 million in 2002.  In addition,
during 2002 the Bank was able to borrow an additional $3.2 million, with
maturities from one to five years, from the Federal Home Loan Bank and issue
trust preferred securities of $3,000,000 with a maturity of 30 years.
Below are the pertinent liquidity balances and ratios at December 31.

                                         December 31,     December 31,
                                            2002             2001
                                         ------------     ------------
Cash and cash equivalents                $ 7,334,381      $ 7,662,347
Securities                               $21,559,425      $21,970,156
CDs over $100,000
 to total deposits ratio                       11.3%            12.7%
Loans to deposit ratio                         94.8%            85.8%
Brokered deposits                        $ 4,144,000      $    --

Large denomination certificates of deposit ("CDs") decreased by approximately
$904,000 during 2002, and reliance on large denomination CDs to fund
normal banking operations has declined slightly relative to other sources of
funds.  At December 31, 2002 and 2001, large denomination CDs accounted for
11.3 percent and 12.7 percent of total deposits, respectively.  Large
denomination CDs are generally more volatile than other deposits.  As a result,
management continually monitors the competitiveness of the rates it pays on
its large denomination CDs and periodically adjusts its rates in accordance
with market demands. Significant withdrawals of large denomination CDs may
have a material adverse effect on the Bank's liquidity.  Management believes
that since a majority of the large denomination CDs at December 31, 2002 were
obtained from Bank customers residing in Bibb County, Georgia, the volatility
of such deposits is lower than if such deposits were obtained from depositors
residing outside of Bibb County, as outside depositors are believed to be more
likely to be interest rate sensitive.

Cash and cash equivalents are the primary source of liquidity.  At December 31,
2002, cash and cash equivalents totaled $7.3 million, representing 5.5 percent
of total assets.

Securities, particularly securities available for sale, provide a secondary
source of liquidity.  Approximately $0.9 million of the $21.6 million of the
Bank's securities portfolio is scheduled to mature during 2003. Additionally,
several securities have call dates prior to their maturity dates and others are
reducing principal on a monthly basis, thus enhancing the Bank's liquidity
posture.

Brokered deposits are deposit instruments, such as certificates of deposit,
deposit notes, bank investment contracts and certain municipal investment
contracts that are issued through brokers and dealers who then offer and/or
sell these deposit instruments to one or more investors.  As of December 31,
2002, the Bank had brokered deposits of $4.1 million in its portfolio.

Management knows of no trends, demands, commitments, events or uncertainties
that should result in or are reasonably likely to result in the Bank's
liquidity increasing or decreasing in any material way in the foreseeable
future.


CAPITAL ADEQUACY

The various federal bank regulators, including the FDIC, have two primary
measures of capital adequacy for banks: (i) risk-based capital guidelines;
and (ii) the leverage ratio.  These standards define capital and establish
minimum capital standards in relation to the degree of risk perceived in an
institution's assets and off-balance sheet items.  Capital is divided into
two tiers.  For banks, Tier 1 or "core" capital consists of common stockholders'
equity, qualifying noncumulative perpetual preferred stock and related surplus,
and minority interests in the common equity accounts of consolidated
subsidiaries, reduced by goodwill, certain other intangible assets and certain
deferred tax assets.  Tier 2 capital consists of the allowance for loan and
lease losses, cumulative perpetual preferred stock, long-term preferred stock,
perpetual preferred stock where the dividend is reset periodically based on the
bank's current credit standing, hybrid capital instruments, term subordinated
debt, intermediate term preferred stock, and certain net unrealized holding
gains on securities.

At December 31, 1994, a risk-based capital measure and minimum ratio standards
were fully phased in, with a minimum total capital ratio of 8.0 percent and
Tier 1 capital equal to at least 50 percent of total capital.  The FDIC also
has a minimum leverage ratio of Tier 1 capital to total assets of 3.0 percent.

The FDIC has emphasized that the foregoing standards are supervisory minimums
and that an institution would be permitted to maintain such minimum levels of
capital only if it were rated a composite "one" under the regulatory rating
system for banks.  All other banks are required to maintain a leverage ratio
of at least 4.0 percent.  These rules further provide that banking organizations
anticipating or experiencing significant internal growth or making acquisitions
will be expected to maintain capital positions substantially above the minimum
supervisory levels and comparable to peer group averages, without significant
reliance on intangible assets.

At December 31, 2002, the Bank's Tier 1 (to risk-weighted assets) capital ratio
was 8.5 percent.  At December 31, 2002, the Bank's total risk-based capital
ratio was 12.4 percent.  These ratios exceed the minimum capital adequacy
guidelines imposed by federal regulatory authorities on banks, which are 4.0
percent for Tier 1 capital and 8.0 percent for total risk-based capital.  The
ratios also exceed the minimum guidelines imposed by the same regulatory
authorities to be considered "well-capitalized," which are 6.0 percent of Tier
1 capital and 10.0 percent for total risk-based capital.

The Bank does not have any commitments which it believes would reduce its
capital to levels inconsistent with the minimum capital adequacy guidelines.

The table below illustrates the Bank's regulatory capital ratios at December 31,
2002:
                                                           Minimum
                                           December 31,   regulatory
                                               2002       requirement
                                           ------------   -----------
     Tier 1 Capital                            8.5%           4.0%
     Tier 2 Capital                            3.9%           N/A
     Total risk-based capital ratio           12.4%           8.0%
     Leverage ratio                            7.6%           4.0%



ITEM 7     FINANCIAL STATEMENTS
------     --------------------

The following financial statements are filed as Exhibit 99.1 to this report
and incorporated herein by reference:

     Report of Independent Accountants
     Consolidated Balance Sheets - December 31, 2002 and 2001
     Consolidated Statements of Income - Years Ended December 31, 2002, 2001
       and 2000
     Consolidated Statements of Changes in Stockholders' Equity - Years Ended
       December 31, 2002, 2001 and 2000
     Consolidated Statements of Cash Flows - Years Ended December 31, 2002,
       2001 and 2000
     Notes to Consolidated Financial Statements



ITEM 8     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
------     ---------------------------------------------------------------
           FINANCIAL DISCLOSURE
           --------------------

There has been no occurrence requiring a response to this Item.



                                  PART III


ITEM 9     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
------     -------------------------------------------------------------
           COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
           -------------------------------------------------

The information relating to the directors and executive officers of the
Company contained in the Company's definitive Proxy Statement to be delivered
to stockholders in connection with the 2003 Annual Meeting of Stockholders is
incorporated herein by reference.



ITEM 10    EXECUTIVE COMPENSATION
-------    ----------------------

The information relating to executive compensation contained in the Company's
definitive Proxy Statement to be delivered to stockholders in connection with
the 2003 Annual Meeting of Stockholders is incorporated herein by reference.



ITEM 11    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-------    --------------------------------------------------------------

The information relating to security ownership of certain beneficial owners
and management contained in the Company's definitive Proxy Statement to be
delivered to stockholders in connection with the 2003 Annual Meeting of
Stockholders is incorporated herein by reference.



ITEM 12    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------    ----------------------------------------------

The information relating to certain relationships and related transactions
contained in the Company's definitive Proxy Statement to be delivered to
stockholders in connection with the 2003 Annual Meeting of Stockholders is
incorporated herein by reference.



ITEM 13    EXHIBITS AND REPORTS ON FORM 8-K
-------    --------------------------------

(a)  EXHIBITS - The Index to Exhibits appears immediately following the
     signature page hereto and is incorporated herein by reference.

(b)  REPORTS ON FORM 8-K -  No reports on Form 8-K were filed during the
     quarter ended December 31, 2002.



ITEM 14    CONTROLS AND PROCEDURES
-------    -----------------------

After evaluating the Company's disclosure controls and procedures designed to
ensure that information required to be disclosed by the Company in the reports
that it files or submits under the Securities Exchange Act of 1934 (the "Act")
is recorded, processed, summarized and reported within the time period specified
by the Act, the Chief Executive Officer, J. Patrick McGoldrick, and Chief
Financial Officer, Geraldine Bolen have concluded that the Company's controls
are effective in accumulating and communicating the information to the Company's
management as appropriate to allow timely decisions regarding disclosures.  This
evaluation was conducted within 90 days of the filing date of this report.  In
addition, there have been no significant changes in the Company's internal
controls or other factors that could significantly affect these controls
subsequent to the date of Mr. McGoldrick's and Ms. Bolen's evaluations, and
there have been no corrective actions with regard to significant deficiencies
or material weaknesses.



                                   SIGNATURES


Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Report on Form 10-KSB
to be signed on its behalf by the undersigned, thereunto duly authorized.


                                       RIVOLI BANCORP, INC.

Dated:  March 31, 2003                 By: /s/ J. Patrick McGoldrick
                                           -----------------------------
                                           J. Patrick McGoldrick
                                           President and Chief Executive Officer
                                           (principal executive officer)


Dated:  March 31, 2003                 By: /s/ Geraldine Bolen
                                           -----------------------------
                                           Geraldine Bolen
                                           Chief Financial Officer
                                           (principal financial and accounting
                                            officer)



Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on
behalf of the Registrant in the capacities and on the dates indicated.

                                     Director
----------------------------
Ethel A. Cullinan

                                     Director
----------------------------
A.V. Elliott

                                     Director
----------------------------
Roy H. Fickling

/s/ Edward H. Greene                 Director          March 31, 2003
----------------------------
Edward H. Greene

/s/ D. Frank Gunn                    Director          March 31, 2003
----------------------------
D. Frank Gunn

/s/ Henry K. Koplin                  Director          March 31, 2003
----------------------------
Henry K. Koplin

                                     Director
----------------------------
Edward P. Loomis

/s/ J. Patrick McGoldrick            Director          March 31, 2003
----------------------------
J. Patrick McGoldrick

/s/ C. Warren Selby, Jr.             Director          March 31, 2003
----------------------------
C. Warren Selby, Jr.

                                     Director
----------------------------
Raymond H. Smith, Jr.

/s/ William T. Wiley, Jr.            Director          March 31, 2003
----------------------------
William T. Wiley, Jr.

/s/ F. Tredway Shurling              Director          March 31, 2003
----------------------------
F. Tredway Shurling



          CERTIFICATIONS PURSUANT TO RULE 13a-14 UNDER THE SECURITIES
                     EXCHANGE ACT OF 1934, AS AMENDED

I, J. Patrick McGoldrick, Chief Executive Officer, certify that:

1.  I have reviewed this Form 10-KSB of Rivoli Bancorp, Inc. (the "Report");

2.  Based on my knowledge, this Report does not contain any untrue statement
    of a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which  such statements
    were made, not misleading with respect to the period covered by this Report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this   Report, fairly present in all material
    respects the financial condition, results of operations and cash flows of
    the registrant as of, and for, the periods presented in this Report.

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a)  designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this annual report is
        being prepared;

    b)  evaluated the effectiveness of the registrant's disclosure controls and
        procedures as of a date within 90 days prior to the filing date of this
        annual report (the "Evaluation Date"); and

    c)  presented in this annual report our conclusions about the effectiveness
        of the disclosure controls and procedures based on our evaluation as of
        the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed, based on
    our most recent evaluation, to the registrant's auditors and the audit
    committee of registrant's board of directors (or persons performing the
    equivalent functions):

    a)  all significant deficiencies in the design or operation of internal
        controls which could adversely affect the registrant's ability to
        record, process, summarize and report financial data and have identified
        for the registrant's auditors any material weaknesses in internal
        controls; and

    b)  any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant''s internal
        controls, and

6.  The registrant's other certifying officer and I have indicated in this
    annual report whether there were  significant changes in internal controls
    or in other factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including any
    corrective actions with regard to significant deficiencies and material
    weaknesses.


March 31, 2003                               /s/ J. Patrick McGoldrick
                                             ------------------------------
                                             J. PATRICK MCGOLDRICK
                                             Chief Executive Officer



          CERTIFICATIONS PURSUANT TO RULE 13a-14 UNDER THE SECURITIES
                     EXCHANGE ACT OF 1934, AS AMENDED

I, Geraldine Bolen, Chief Financial Officer, certify that:

1.  I have reviewed this Form 10-KSB of Rivoli Bancorp, Inc. (the "Report");

2.  Based on my knowledge, this Report does not contain any untrue statement
    of a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which  such statements
    were made, not misleading with respect to the period covered by this Report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this   Report, fairly present in all material
    respects the financial condition, results of operations and cash flows of
    the registrant as of, and for, the periods presented in this Report.

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a)  designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this annual report is
        being prepared;

    b)  evaluated the effectiveness of the registrant's disclosure controls and
        procedures as of a date within 90 days prior to the filing date of this
        annual report (the "Evaluation Date"); and

    c)  presented in this annual report our conclusions about the effectiveness
        of the disclosure controls and procedures based on our evaluation as of
        the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed, based on
    our most recent evaluation, to the registrant's auditors and the audit
    committee of registrant's board of directors (or persons performing the
    equivalent functions):

    a)  all significant deficiencies in the design or operation of internal
        controls which could adversely affect the registrant's ability to
        record, process, summarize and report financial data and have identified
        for the registrant's auditors any material weaknesses in internal
        controls; and

    b)  any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant''s internal
        controls, and

6.  The registrant's other certifying officer and I have indicated in this
    annual report whether there were  significant changes in internal controls
    or in other factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including any
    corrective actions with regard to significant deficiencies and material
    weaknesses.


March 31, 2003                               /s/ Geraldine Bolen
                                             ------------------------------
                                             GERALDINE BOLEN
                                             Chief Financial Officer



                                  EXHIBIT INDEX
                                  -------------

The following exhibits are filed with or incorporated by reference into this
report.  The exhibits denominated by "*" were previously filed as a part of,
and are hereby incorporated by reference to, the indicated filings.

  Exhibit No.         Description of Exhibit
  -----------         ----------------------

  *  3.1        Articles of Incorporation of the Company (Filed as Exhibit 3.1
                to the Current Report on Form 8-K (File No. 000-49691), filed
                with the Commission on March 14, 2002)

  *  3.2        Bylaws of the Company (Filed as Exhibit 3.2 to the Current
                Report on Form 8-K (File No. 000-49691), filed with the
                Commission on March 14, 2002)

  *  4.1        Specimen Common Stock Certificate (Filed as Exhibit 4.1 to the
                Annual Report on Form 10-KSB (File No. 000-49691), filed with
                the Commission on April 1, 2002)

  * 10.1        1998 Stock Option Plan (Filed as Exhibit 10.1 to the Annual
                Report on Form 10-KSB (File No. 000-49691), filed with the
                Commission on April 1, 2002)

  * 10.2        Form of Incentive Stock Option Agreement (Filed as Exhibit 10.2
                to the Annual Report on Form 10-KSB (File No. 000-49691), filed
                with the Commission on April 1, 2002)

  * 10.3        Form of Nonqualifying Stock Option Agreement (Filed as Exhibit
                10.3 to the Annual Report on Form 10-KSB (File No. 000-49691),
                filed with the Commission on April 1, 2002)

  * 10.4        Employment Agreement with J. Patrick McGoldrick (Filed as
                Exhibit 10.4 to the Annual Report on Form 10-KSB (File No. 000-
                49691), filed with the Commission on April 1, 2002)

     21.1       Subsidiaries of the Registrant

     99.1       Financial Statements

     99.2       Certification of CEO and CFO