SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                       __________________

                          FORM 10-KSB
(Mark One)

X    Annual report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For fiscal year ended December 31, 1996

     Transition report under Section 13 or 15(d) of the Securities
     Exchange Act of 1934

   For the transition period from ___________ to ____________

     Commission file number  0-25478

                First Southern Bancshares, Inc.
         (Name of Small Business Issuer in Its Charter)

          Georgia                                  58-2171291
    (State or Other Jurisdiction of              (I.R.S. Employer
     Incorporation or Organization)             Identification No.)

     2727 Panola Road, Lithonia, Georgia            30058
    (Address of Principal Executive Offices)      (Zip Code)

                         (770) 487-3511
       (Issuer's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:  None.

Securities registered pursuant to Section 12(g) of the Act:

       10,000,000 Shares of Common Stock, $5.00 par value
                        (Title of Class)

Check  whether the issuer: (1) filed all reports required  to  be
filed by Section 13 or 15(d) of the Exchange Act during the  past
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 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  no
disclosure  will  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.  X

State issuer's revenues for its most recent fiscal year:  $5,518,619

Aggregate market value of the voting stock held by non-affiliates
computed  by reference to the price at which the stock was  sold,
or  the  average  bid and asked prices of such  stock,  as  of  a
specified date within the past 60 days:  $4,417,460

<PAGE>
            APPLICABLE ONLY TO CORPORATE REGISTRANTS

      State  the  number of shares outstanding  of  each  of  the
issuer's  classes of common equity, as of the latest  practicable
date:  553,503 at March 14, 1997.


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


              DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Annual Report to Shareholders for the fiscal
year  ended December 31, 1996 are incorporated by reference  into
Part II.

      Portions  of the Proxy Statement for the Annual Meeting  of
Shareholders,  scheduled  to  be held  on  April  17,  1997,  are
incorporated by reference into Part III.

<PAGE>
                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS

                          The Company

General

       The   Company  was  incorporated  as  a  Georgia  business
corporation  on  February  16, 1995 and  became  a  bank  holding
company  by  acquiring all of the common stock of First  Southern
Bank (the "Bank") on July 3, 1995.  The Company presently has two
operating subsidiaries, the Bank and FSB Mortgage Services,  Inc.
("Mortgage  Services"),  a  mortgage company.   The  Company  was
organized   to  facilitate  the  Bank's  ability  to  serve   its
customers'  requirements  for financial  services.   The  holding
company  structure  provides flexibility  for  expansion  of  the
Company's  banking business through the possible  acquisition  of
other  financial  institutions and the  provision  of  additional
banking-related services that 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  capital adequacy guidelines of the Federal  Reserve,
and  contribute  them to the capital of the  Bank  and  otherwise
raise  capital in a manner that is unavailable to the Bank  under
existing banking regulations.

      The  Company  acquired  the  assets  of  and  employed  the
personnel  of  American Financial Mortgage Corp. on September  9,
1996.   The  resulting company, Mortgage Services, is a  mortgage
company licensed by the State of Georgia and has received  lender
approval  from  the Department of Housing and Urban  Development,
FHA, Fannie Mae and the Veterans Administration.

      The  Company has no present plans to acquire any additional
operating   subsidiaries.   The  Company   may,   however,   make
additional  acquisitions in the future in  the  event  that  such
acquisitions  are  deemed  to be in the  best  interests  of  the
Company and its shareholders.  Such acquisitions, if any, will be
subject  to  certain regulatory approvals and requirements.   See
"Business - Bank Holding Company Regulations."

                            The Bank
General

      The  Bank,  a state bank located in Lithonia, Georgia,  was
incorporated  on  March  16, 1987, and  opened  for  business  on
April 26, 1989.

      The  Bank's  home  office is located at 2727  Panola  Road,
Lithonia,  Georgia  30058.  In 1994, the  Bank  opened  a  branch
office  in  the South DeKalb Mall, Decatur, Georgia and  in  1996
opened  an  additional  branch in the Rockbridge  Place  Shopping
Center,  Stone  Mountain,  Georgia  in  order  to  provide   more
convenient services for the residents of its service  area.   The
Bank  conducts a general commercial banking business that  serves
South  DeKalb  County, acts as an issuing agent for U.S.  savings
bonds,   travelers  checks  and  cashiers  checks,   and   offers
collection teller services.  The Bank has no subsidiaries.

     The Bank does not engage in any line of business in addition
to  normal  commercial banking activities.   The  Bank  does  not
engage  in any operations in foreign countries nor is a  material
portion  of the Bank's revenues derived from customers in foreign
countries.

      The  philosophy  of  Bank management  continues  to  be  to
emphasize  prompt  and responsive service to residents  of  South
DeKalb County in order to attract customers and to acquire market
share  now  controlled  by other financial  institutions  in  the
Bank's market area.

The Bank's Primary Service Area

      The  Bank's  primary service area is South  DeKalb  County,
along  with  certain  portions of Rockdale County.   The  primary
focus  of  the Bank are the small business and commercial/service
firms  in the area plus individuals and households who reside  in
or commute to the area.  The majority of the Bank's customers are
drawn from the described area.

Competition

      The  Bank  must compete for both deposit and loan customers
with other financial institutions with greater resources than are
available to the Bank.  Currently, there are numerous branches of
regional  and  local banks, as well as other  types  of  entities
offering financial services, located in the Bank's market area.

Deposits

      The  Bank  offers a wide range of commercial  and  consumer
deposit   accounts,  including  non-interest   bearing   checking
accounts,   money   market   checking  accounts   (consumer   and
commercial),  negotiable  order of withdrawal  ("NOW")  accounts,
individual retirement accounts, time certificates of deposit, and
regular savings accounts.  The sources of deposits typically  are
residents  and businesses and their employees within  the  Bank's
market area, obtained through personal solicitation by 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 and has 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.

Loan Portfolio

     The Bank engages in a full complement of lending activities,
including  consumer/installment  loans,  home  equity  lines   of
credit,  construction loans and commercial loans, with particular
emphasis  on  small business loans.  The Bank believes  that  the
origination  of  short-term fixed rate loans and  loans  tied  to
floating   interest  rates  is  the  most  desirable  method   of
conducting its lending activities.

Consumer Loans

      The  Bank's consumer loans consist primarily of installment
loans to individuals for personal, family and household purposes,
including   loans   for   automobiles,  home   improvements   and
investments.  This category of loans also includes loans  secured
by second mortgages on the residences of borrowers.

Commercial Lending

     Commercial lending is directed principally toward businesses
whose  demands  for  funds fall within the Bank's  legal  lending
limits  and  which are existing 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.

Investments

      As  of  December 31, 1996, investment securities  comprised
approximately  22.60% of the Bank's assets, with  loans  (net  of
loan  loss  reserves) comprising approximately 61.99% of  assets.
The Bank invests primarily in obligations of the United States or
obligations guaranteed as to principal and interest by the United
States and other taxable securities.

Asset/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.  Certain officers  of
the  Bank are charged with the responsibility for developing  and
monitoring  policies and procedures that are designed  to  ensure
acceptable  composition of the asset/liability mix.   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,  partnerships   and
corporations.  Management of the Bank seeks to invest the largest
portion  of the Bank's assets in consumer/installment, commercial
and construction loans.

     The Bank's asset/liability mix is monitored on a daily basis
with  a  report  reflecting  the  interest-sensitive  assets  and
interest-sensitive liabilities being prepared  and  presented  to
the  Bank's Board of Directors on a monthly basis.  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.

Correspondent Banking

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

Employees

     As of December 31, 1996 the Bank had 42 full-time employees.
The  Bank  is not a party to any collective bargaining  agreement
and,  in  the  opinion of management, the Bank  enjoys  excellent
relations with its employees.

<PAGE>
            SELECTED FINANCIAL AND STATISTICAL DATA

<TABLE>
Table 1
Average Balance Sheets
<CAPTION>
                                                           1996                         1995                        1994
                                                          Interest                      Interest                     Interest
                                               Average    Income/  Yield/    Average   Income/  Yield/    Average   Income/  Yield/
                                               Balances   Expense   Rate     Balances  Expense   Rate     Balances  Expense   Rate
<S>                                           <C>        <C>      <C>      <C>         <C>     <C>      <C>         <C>     <C>
Assets:
Interest-earning assets:
   Loans (including loan fees)   (1)          $ 27,666    3,104   11.22%   $ 22,827    2,585   11.32%   $ 19,240    1,994   10.36%
   Investment securties:
      Taxable                                    9,557      615    6.44%      7,084      375    5.29%      6,285      308    4.90%
      Nontaxable                                 1,939       87    4.49%        172        7    4.07%          0        0       0
   Federal funds sold                            3,867      206    5.33%      3,473      202    5.82%      2,336       95    4.07%
      Total interest-earning assets             43,029    4,012    9.32%     33,556    3,169    9.44%     27,861    2,397    8.60%
   Other non-interest earning assets             5,209                        4,490                        4,264

      Total assets                            $ 48,238                     $ 38,046                     $ 32,125

Liabilities and stockholders' equity:
Interest bearing liabilities:
   Deposits:
      Interest bearing demand
        and savings                           $  8,641      267    3.09%   $  6,971      203    2.91%   $  6,596      198    3.00%
      Time                                      25,281    1,483    5.87%     18,414    1,066    5.79%     14,777      618    4.18%
   Other borrowings                                255       21    8.24%         34        3    8.82%          0        0       0

      Total interest bearing liabilities        34,177    1,771    5.18%     25,419    1,272    5.00%     21,373      816    3.82%
Other non-interest bearing liabilities           8,644                        7,469                        6,013
Stockholders' equity                             5,417                        5,158                        4,739

      Total liabilities and stockholders'
        equity                                $ 48,238                     $ 38,046                     $ 32,125

Excess of interest-earning assets over
   Interest-bearing liabilities               $  8,852                     $  8,137                     $  6,488

Ratio of interest-earning assets to
   Interest-bearing liabilities                 125.90%                      132.01%                      130.36%

Net interest income                                      $2,241                       $1,897                       $1,581

Net interest spread                                                4.14%                        4.44%                        4.79%

Net interest yield on interest earning assets                      5.21%                        5.65%                        5.67%

(1) Non-accrual loans and the interest income which was recorded on these loans (both prior and subsequent to the time the loans
were placed on non-accrual status, if any) are included in the yield calculation for loans in all periods reported.
</TABLE>


<PAGE>

<TABLE>

Table 2

Volume Rate Analysis

The following table shows a summary of the changes in interest income and interest expense resulting from
changes in volume and changes in rates for each major category of interest-earning assets and interest-bearing
liabilities for 1996 over 1995, and 1995 over 1994.

<CAPTION>
                                                       1996 over 1995                           1995 over 1994
                                           Increase (decrease) due to changes in:      Increase (decrease) due to changes in:
                                                   Volume    Rate    Total                Volume    Rate    Total
<S>                                               <C>         <C>    <C>                 <C>         <C>     <C>
Interest income on:                               $                                      $
   Loans (including loan fees)                        545     (26)    519                    389     202     591
   Investment securities:
      Taxable                                         145      95     240                     41      26      67
      Nontaxable                                       76       4      80                      3       4       7
   Federal funds sold                                  22     (18)      4                     56      51     107

      Total interest-earning assets                   788      55     843                    489     283     772

Interest expense on:
   Deposits:
      Interest bearing demand
         and savings                                   50      14      64                     11      (6)      5
      Time                                            400      17     417                    181     267     448
   Other borrowings                                    19      (1)     18                      1       2       3

      Total interest bearing liabilities          $   469      30     499                $   193     263     456


Rate/volume variances are allocated between rate variances and volume variances using a weighted average allocation method.
</TABLE>

<PAGE>

<TABLE>

Table 3

Investment Portfolio

The following table presents the book value and market value of investments by
category at December 31, 1996 and 1995

<CAPTION>
                                           1996                          1995
                                      Book     Market              Book      Market
<S>                                <C>        <C>                 <C>        <C>
U.S. Treasury                      $  1,348   $  1,363            $  3,290   $  3,302
U.S. Government Agencies              5,880      5,862               4,577      4,620
State, county and municipal           2,743      2,735               1,160      1,159
Mortgage-backed Securities            1,810      1,798                 461        470
                                   $ 11,781   $ 11,758            $  9,488   $  9,551

<CAPTION>
                                                                      Weighted
                                      U.S.        U.S.                Average
Maturities at December 31, 1996    Treasury    Agencies     SCM       Yields
<S>                                <C>           <C>       <C>        <C>
Within 1 year                      $    451          0         0      5.34%
After 1 through 5 years                 897      1,697       855      5.73%
After 5 through 10 years                  0      4,183     1,173      6.93%
After 10 years                            0          0       715      5.19%

  Totals                           $  1,348      5,880     2,743      6.25%
</TABLE>

<PAGE>
<TABLE>

Table 4
Loan Portfolio
The following table presents loans by type at the end of each of the
last two years:

<CAPTION>
                                                 1996        1995
<S>                                            <C>         <C>
Commercial, financial and agricultural         $ 19,552    $ 10,468
Real estate - construction                        3,117       2,239
Real estate - mortgage                            6,345       7,430
Installment loans to individuals                  3,677       2,641

                                               $ 32,691    $ 22,778



As of December 31, 1996, maturities of loans in the indicated
classifications were as follows:

<CAPTION>
                                               Commercial,
                                               Financial and    Real Estate
Maturity                                       Agricultural     Construction      Total

<S>                                            <C>              <C>               <C>
Within 1 year                                  $  3,768         $ 1,556           $  5,324
1 to 5 years                                     14,079           1,561             15,640
After 5 years                                     1,705               0              1,705

                                               $ 19,552         $ 3,117             22,669

As of December 31, 1996, the interest terms of loans in the indicated
classifications for the indicated maturity ranges are as follows:

<CAPTION>
                                               Fixed            Variable
                                               Interest         Interest
                                               Rates            Rates             Total
<S>                                            <C>               <C>                <C>
Commercial, financial and agricultural:
      1 to 5 years maturity                    $  4,674           9,405             14,079
      After 5 years maturity                        495           1,210              1,705

                                                  5,169          10,615             15,784

Real estate - construction:
      1 to 5 years maturity                         120           1,441              1,561
      After 5 years maturity                          0               0                  0

                                                    120           1,441              1,561

                                               $  5,289          12,056             17,345

The following summerizes past due and non-accrual loans, other real estate, and interest
that would have been and has been reported on non-accrual loans as of December 31, 1996
and 1995.

<CAPTION>
                                                   1996        1995

<S>                                                 <C>        <C>
Other real estate                                   426           0
Accruing loans 90 days or more past due               0           0
Non-accrual loans                                   184         164

 A loan is placed on non-accrual status when, in management's judgement, the collection of
 interest appears doubtful. As a result of management's ongoing review of the loan portfolio,
 loans as classified as non-accrual generally when they are past due in principal or interest
 payments for more than 90 days or its is otherwise not reseaonable to expect collection of
 principal and interest under the original terms.  Exceptions are allowed for 90 day past
 due loans when such loans are well secured and in process of collection.

</TABLE>

<PAGE>

<TABLE>
Table 5

Allowance for Loan Losses

<CAPTION>
                                                   1996       1995
<S>                                               <C>        <C>
Balance at beginning of year                      $   387    $  400
Charge-offs:
   Commercial, financial and agricultural             175        36
   Real estate                                          0         0
   Installment loans to individuals                    36        89

                                                      211       125
Recoveries:
   Commercial, financial and agricultural              32        13
   Real Estate                                          0         0
   Installment loans to individuals                    17         3

                                                       49        16

Net charge-offs                                       162       109

Additions charged to operations                       140        95

Balance at end of year                            $   365    $  386

Ratio of net charge-offs during the period to
   average loans outstanding during the period       0.59%     0.48%

Management's policy is to perform an annual review of the Bank's loan
portfolio.  As a result of this review and management's ongoing monitoring
efforts, each loan is assigned a risk rating based upon the borrower's
ability to repay, the underlying collateral, the economic conditions and
other factors relevant to the loan.  The allowance for loan losses is
provided based upon the risk ratings assigned or specific losses identified.
An assessment of the adequacy of the allowance for loan losss is made
quarterly based upon the loan ratings and the composition and growth of
the loan portfolio.

</TABLE>

<PAGE>

<TABLE>
Table 6

Deposits

The average balance of deposits and the average rates paid on such deposits
are summarized for the periods indicated in the following table:

<CAPTION>
                                         1996                   1995
                                   Amount   Rate          Amount     Rate
<S>                             <C>          <C>         <C>         <C>
Demand deposits:
   Non-interest bearing         $   8,321       -        $  7,066       -
   Interest-bearing demand
      and savings                   8,641    3.09%          6,971    2.91%
   Time deposits                   25,281    5.87%         18,414    5.79%

                                $  42,243                $ 32,451

Maturities of time certificates of deposit of $100,000 or more outstanding
at December 31, 1996 are summarized as follows:

<S>                             <C>
Within 3 months                 $   4,506
After 3 through 6 months              793
After 6 through 12 months             502
After 12 months                     4,067

                                $   9,868

</TABLE>

<PAGE>

<TABLE>

Table 7

Selected Ratios

The following table sets out certain  ratios of the consolidated
entity for the years indicated:

<CAPTION>
                                                1996        1995
<S>                                            <C>         <C>
Net income to:
   Average stockholders' equity                 5.58%       6.01%
   Average assets                               0.63%       0.81%
Dividends to net income                         8.61%          -
Average equity to average assets               11.23%      13.55%

</TABLE>

<PAGE>

                    Supervision and Regulation

      The  following  discussion sets forth the material elements
of the regulatory  framework applicable to banks and bank holding
companies and provides certain  specific  information  related to
the Company.

General

      The  Company is a bank holding company registered with  the
Board  of  Governors of the Federal Reserve System (the  "Federal
Reserve") under the Bank Holding Company Act of 1956, as  amended
(the   "BHC  Act").   As  such,  the  Company  and  its  non-bank
subsidiary  are  subject  to  the supervision,  examination,  and
reporting requirements of the BHC Act and the regulations of  the
Federal Reserve.

      The  BHC Act requires every bank holding company to  obtain
the  prior  approval of the Federal Reserve before:  (a)  it  may
acquire  direct or indirect ownership or control  of  any  voting
shares  of any bank if, after such acquisition, the bank  holding
company  will directly or indirectly own or control more than  5%
of  the  voting  shares  of  the bank;  (b)  it  or  any  of  its
subsidiaries, other than a bank, may acquire all or substantially
all of the assets of any bank; or (c) it may merge or consolidate
with any other bank holding company.

      The  BHC Act further provides that the Federal Reserve  may
not  approve  any transaction that would result in a monopoly  or
would  be  in  furtherance of any combination  or  conspiracy  to
monopolize  or attempt to monopolize the business of  banking  in
any  section of the United States, or the effect of which may  be
substantially  to  lessen competition or  to  tend  to  create  a
monopoly  in  any section of the country, or that  in  any  other
manner would be in restraint of trade, unless the anticompetitive
effects of the proposed transaction are clearly outweighed by the
public  interest  in meeting the convenience  and  needs  of  the
community to be served.  The Federal Reserve is also required  to
consider  the  financial  and  managerial  resources  and  future
prospects  of the bank holding companies and banks concerned  and
the  convenience  and  needs  of  the  community  to  be  served.
Consideration of financial resources generally focuses on capital
adequacy, which is discussed below.

     The BHC Act, as amended by the interstate banking provisions
of  the  Riegle-Neal Interstate Banking and Branching  Efficiency
Act   of  1994  (the  "Interstate  Banking  Act"),  which  became
effective  on  September 29, 1995, repealed the  prior  statutory
restrictions on interstate acquisitions of banks by bank  holding
companies,  such  that the Company, and any  other  bank  holding
company located in Georgia may now acquire a bank located in  any
other state, and any bank holding company located outside Georgia
may  lawfully acquire any Georgia-based bank, regardless of state
law   to   the  contrary,  in  either  case  subject  to  certain
deposit-percentage,  aging requirements, and other  restrictions.
The  Interstate Banking Act also generally provides  that,  after
June  1,  1997,  national and state-chartered  banks  may  branch
interstate  through acquisitions of banks in  other  states.   By
adopting legislation prior to that date, a state has the  ability
either to "opt in" and accelerate the date after which interstate
branching  is  permissible or "opt out" and  prohibit  interstate
branching altogether.

      In  February  1996,  the  Georgia Legislature  adopted  the
"Georgia  Interstate Branching Act" effective June 1, 1997.   The
Georgia  Interstate  Banking Act will permit Georgia-based  banks
and  bank holding companies owning or acquiring banks outside  of
Georgia  and  all  non-Georgia banks and bank  holding  companies
owning  or  acquiring  banks in Georgia  to  merge  any  lawfully
acquired  bank  into an interstate branch network.   The  Georgia
Interstate Branching Act also allows banks to establish  de  novo
branches  on  a limited basis beginning July 1, 1996.   Beginning
July  1,  1998,  the  number of de novo  branches  which  may  be
established will no longer be limited.

     The BHC Act generally prohibits the Company from engaging in
activities other than banking or managing or controlling banks or
other  permissible subsidiaries and from acquiring  or  retaining
direct  or  indirect  control  of  any  company  engaged  in  any
activities other than those activities determined by the  Federal
Reserve  to  be  so  closely related to banking  or  managing  or
controlling  banks  as  to  be  a proper  incident  thereto.   In
determining  whether  a particular activity is  permissible,  the
Federal Reserve must consider whether the performance of such  an
activity  reasonably can be expected to produce benefits  to  the
public,  such  as greater convenience, increased competition,  or
gains in efficiency, that outweigh possible adverse effects, such
as   undue  concentration  of  resources,  decreased  or   unfair
competition, conflicts of interest, or unsound banking practices.
For   example,   factoring  accounts  receivable,  acquiring   or
servicing  loans, leasing personal property, conducting  discount
securities   brokerage   activities,  performing   certain   data
processing services, acting as agent or broker in selling  credit
life insurance and certain other types of insurance in connection
with   credit  transactions,  and  performing  certain  insurance
underwriting activities all have been determined by  the  Federal
Reserve  to  be permissible activities of bank holding companies.
The BHC Act does not place territorial limitations on permissible
non-banking activities of bank holding companies.  Despite  prior
approval,  the Federal Reserve has the power to order  a  holding
company  or  its  subsidiaries to terminate any  activity  or  to
terminate its ownership or control of any subsidiary when it  has
reasonable cause to believe that continuation of such activity or
such  ownership  or  control constitutes a serious  risk  to  the
financial  safety, soundness, or stability of any bank subsidiary
of that bank holding company.

      The  bank  subsidiary of the Company is  a  member  of  the
Federal Deposit Insurance Corporation (the "FDIC"), and as  such,
its  deposits  are  insured by the FDIC  to  the  maximum  extent
provided  by  law.   Each  such subsidiary  is  also  subject  to
numerous  state and federal statutes and regulations that  affect
its  business, activities, and operations, and each is supervised
and  examined  by  one or more state or federal  bank  regulatory
agencies.

      The  FDIC and the Georgia Department of Banking and Finance
(the  "Georgia  Department") regularly examine the operations  of
the  subsidiary  banks  and are given  authority  to  approve  or
disapprove   mergers,   consolidations,  the   establishment   of
branches,  and  similar  corporate actions.   The  FDIC  and  the
Georgia Department also have the power to prevent the continuance
or  development of unsafe or unsound banking practices  or  other
violations of law.

Payment of Dividends

     The Company is a legal entity separate and distinct from its
banking  and other subsidiaries.  The principal sources  of  cash
flow of the Company, including cash flow to pay dividends to  its
shareholders,  are dividends by its subsidiary bank.   There  are
statutory  and regulatory limitations on the payment of dividends
by  the  subsidiary bank to the Company as well as by the Company
to its shareholders.

      If,  in  the  opinion of the federal banking  regulator,  a
depository institution under its jurisdiction is engaged in or is
about  to  engage  in  an  unsafe  or  unsound  practice  (which,
depending   on   the  financial  condition  of   the   depository
institution,  could  include  the  payment  of  dividends),  such
authority  may  require,  after notice  and  hearing,  that  such
institution  cease  and desist from such practice.   The  federal
banking  agencies  have  indicated  that  paying  dividends  that
deplete  a depository institution's capital base to an inadequate
level would be an unsafe and unsound banking practice.  Under the
Federal  Deposit Insurance Corporation Improvement  Act  of  1991
("FDICIA"), a depository institution may not pay any dividend  if
payment  would  cause  it  to become undercapitalized  or  if  it
already  is undercapitalized.  See "-- Prompt Corrective Action."
Moreover, the federal agencies have issued policy statements that
provide  that  bank  holding companies and insured  banks  should
generally only pay dividends out of current operating earnings.

      The  payment of dividends by the Company and the subsidiary
bank  may also be affected or limited by other factors,  such  as
the  requirement  to maintain adequate capital  above  regulatory
guidelines.

Capital Adequacy

       The Company and its subsidiary bank are required to comply
with  the  capital adequacy standards established by the  Federal
Reserve and the appropriate federal banking regulator in the case
of  its  banking  subsidiary.  There are two  basic  measures  of
capital  adequacy  for  bank holding  companies  that  have  been
promulgated by the Federal Reserve:  a risk-based measure  and  a
leverage  measure.   All  applicable capital  standards  must  be
satisfied  for  a  bank  holding  company  to  be  considered  in
compliance.

      The  risk-based  capital standards  are  designed  to  make
regulatory capital requirements more sensitive to differences  in
risk  profile 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  minimum guideline for the ratio (the "Total Risk-Based
Capital   Ratio")   of   total  capital  ("Total   Capital")   to
risk-weighted assets (including certain off-balance-sheet  items,
such as standby letters of credit) is 8%.  At least half of Total
Capital  must  comprise common stock, minority interests  in  the
equity   accounts  of  consolidated  subsidiaries,  noncumulative
perpetual  preferred  stock, and a limited amount  of  cumulative
perpetual  preferred  stock,  less  goodwill  and  certain  other
intangible assets ("Tier 1 Capital").  The remainder may  consist
of subordinated debt, other preferred stock, and a limited amount
of  loan loss reserves ("Tier 2 Capital").  At December 31, 1996,
the Company's consolidated Total Risk-Based Capital Ratio and its
Tier  1  Risk-Based  Capital Ratio (i.e., the  ratio  of  Tier  1
Capital to risk-weighted assets) were 16% and 15%, respectively.

      In  addition,  the Federal Reserve has established  minimum
leverage  ratio  guidelines for bank  holding  companies.   These
guidelines provide for a minimum ratio (the "Leverage Ratio")  of
Tier 1 Capital to average assets, less goodwill and certain other
intangible  assets,  of 3% for bank holding companies  that  meet
certain   specified  criteria,  including  having   the   highest
regulatory  rating.   All other bank holding companies  generally
are required to maintain a Leverage Ratio of at least 3%, plus an
additional  cushion  of 100 to 200 basis points.   The  Company's
Leverage Ratio at December 31, 1996 was 11%.  The guidelines also
provide that bank holding companies experiencing internal  growth
or  making  acquisitions  will  be expected  to  maintain  strong
capital  positions  substantially above the  minimum  supervisory
levels   without  significant  reliance  on  intangible   assets.
Furthermore,  the  Federal Reserve has  indicated  that  it  will
consider  a  "tangible Tier 1 Capital Leverage Ratio"  (deducting
all  intangibles)  and  other  indicia  of  capital  strength  in
evaluating proposals for expansion or new activities.

      The  Bank  is  subject to risk-based and  leverage  capital
requirements adopted by its federal banking regulator, which  are
substantially similar to those adopted by the Federal Reserve for
bank holding companies.

      The  Bank was in compliance with applicable minimum capital
requirements as of December 31, 1996.  The Company has  not  been
advised  by  any  federal banking agency of any specific  minimum
capital  ratio  requirement applicable to it  or  its  subsidiary
depository institutions.

     Failure to meet capital guidelines could subject a bank to a
variety  of enforcement remedies, including issuance of a capital
directive,  the termination of deposit insurance by the  FDIC,  a
prohibition on the taking of brokered deposits, and certain other
restrictions  on  its business.  As described below,  substantial
additional   restrictions  can  be  imposed   upon   FDIC-insured
depository  institutions  that fail to  meet  applicable  capital
requirements.  See "-- Prompt Corrective Action."

      The  federal  bank  regulators continue to  indicate  their
desire  to  raise  capital  requirements  applicable  to  banking
organizations beyond their current levels.  In this  regard,  the
Federal  Reserve and the FDIC have, pursuant to FDICIA,  recently
adopted  final  regulations,  which  will  become  mandatory   on
January  1, 1998, requiring regulators to consider interest  rate
risk  (when  the  interest rate sensitivity of  an  institution's
assets  does not match the sensitivity of its liabilities or  its
off-balance-sheet  position)   in  the  evaluation  of  a  bank's
capital adequacy.  The bank regulatory agencies have concurrently
proposed  a  methodology for evaluating interest rate risk  which
would require banks with excessive interest rate risk exposure to
hold  additional amounts of capital against such exposures.   The
market  risk rules will apply to any bank or bank holding company
whose trading activity equals 10% or more of its total assets, or
whose trading activity equals $1 billion or more.

Support of Subsidiary Institutions

     Under Federal Reserve policy, the Company is expected to act
as a source of financial strength for, and to commit resources to
support, its banking subsidiary,  This support may be required at
times  when, absent such Federal Reserve policy, the Company  may
not be inclined to provide it.  In addition, any capital loans by
a  bank  holding  company to any of its banking subsidiaries  are
subordinate in right of payment to deposits and to certain  other
indebtedness  of  such banks.  In the event  of  a  bank  holding
company's bankruptcy, any commitment by the bank holding  company
to a federal bank regulatory agency to maintain the capital of  a
banking subsidiary will be assumed by the bankruptcy trustee  and
entitled to a priority of payment.

       Under  the  Federal  Deposit  Insurance  Act  ("FDIA"),  a
depository institution insured by the FDIC can be held liable for
any  loss incurred by, or reasonably expected to be incurred  by,
the FDIC after August 9, 1989, in connection with (a) the default
of  a commonly controlled FDIC-insured depository institution  or
(b)   any  assistance  provided  by  the  FDIC  to  any  commonly
controlled  FDIC-insured  depository institution  "in  danger  of
default."  "Default" is defined generally as the appointment of a
conservator  or receiver, and "in danger of default"  is  defined
generally as the existence of certain conditions indicating  that
a  default  is  likely  to  occur in the  absence  of  regulatory
assistance.  The FDIC's claim for damages is superior  to  claims
of  shareholders  of  the insured depository institution  or  its
holding  company,  but  is subordinate to claims  of  depositors,
secured  creditors, and holders of subordinated debt (other  than
affiliates)   of  the  commonly  controlled  insured   depository
institution.   The  subsidiary  depository  institutions  of  the
Company  are subject to these cross-guarantee provisions.   As  a
result,  any  loss  suffered by the  FDIC  in  respect  of  these
subsidiaries   would   likely  result   in   assertion   of   the
cross-guarantee  provisions,  the assessment  of  such  estimated
losses  against the depository institution's banking  affiliates,
and  a  potential loss of the Company's investment in such  other
subsidiary depository institutions.

Prompt Corrective Action

      FDICIA establishes a system of prompt corrective action  to
resolve  the  problems of undercapitalized  institutions.   Under
this system, which became effective in December 1992, the federal
banking   regulators  are  required  to  establish  five  capital
categories    (well    capitalized,    adequately    capitalized,
undercapitalized, significantly undercapitalized, and  critically
undercapitalized)  and  to  take  certain  mandatory  supervisory
actions,  and are authorized to take other discretionary actions,
with  respect  to  institutions  in  the  three  undercapitalized
categories,  the severity of which will depend upon  the  capital
category in which the institution is placed.  Generally,  subject
to  a narrow exception, FDICIA requires the banking regulator  to
appoint  a  receiver  or conservator for an institution  that  is
critically  undercapitalized.  The federal banking agencies  have
specified  by  regulation the relevant  capital  level  for  each
category.

      The  capital levels established for each of the  categories
are as follows:

<TABLE>
<CAPTION>
                                              Total               Tier 1
Capital Category    Tier 1 Capital     Risk-Based Capital   Risk-Based Capital    Other

<S>                 <C>                   <C>                  <C>                <C>
Well Capitalized    5% or more            10% or more          6% or more         Not
                                                                                  subject
                                                                                  to a
                                                                                  capital
                                                                                  directive

Adequately          4% or more            8% or more           4% or more             --
Capitalized

Undercapitalized    less than 4%          less than 8%         less than 4%           --

Significantly       less than 3%          less than 6%         less than 3%           --
Undercapitalized

Critically          2% or less                --                   --                 --
Undercapitalized    tangible
                    equity
</TABLE>

      For  purposes of the regulation, the term "tangible equity"
includes  core  capital elements counted as Tier  1  Capital  for
purposes of the risk-based capital standards, plus the amount  of
outstanding  cumulative  perpetual  preferred  stock   (including
related  surplus),  minus  all  intangible  assets  with  certain
exceptions.  A depository institution may be deemed to  be  in  a
capitalization  category that is lower than is indicated  by  its
actual   capital   position  if  it  receives  an  unsatisfactory
examination rating.

      An  institution  that  is categorized as  undercapitalized,
significantly undercapitalized, or critically undercapitalized is
required to submit an acceptable capital restoration plan to  its
appropriate federal banking agency.  Under FDICIA, a bank holding
company  must guarantee that a subsidiary depository  institution
meets   its   capital  restoration  plan,  subject   to   certain
limitations.   The  obligation of a controlling  holding  company
under FDICIA to fund a capital restoration plan is limited to the
lesser  of 5% of an undercapitalized subsidiary's assets  or  the
amount  required  to  meet regulatory capital  requirements.   An
undercapitalized  institution is also generally  prohibited  from
increasing   its  average  total  assets,  making   acquisitions,
establishing  any  branches,  or engaging  in  any  new  line  of
business,   except   in  accordance  with  an  accepted   capital
restoration plan or with the approval of the FDIC.  In  addition,
the  appropriate federal banking agency is given  authority  with
respect  to any undercapitalized depository institution  to  take
any of the actions it is required to or may take with respect  to
a  significantly undercapitalized institution as described  below
if  it determines "that those actions are necessary to carry  out
the purpose" of FDICIA.

FDIC Insurance Assessments

      Pursuant  to  FDICIA,  the FDIC adopted  a  new  risk-based
assessment system for insured depository institutions that  takes
into  account the risks attributable to different categories  and
concentrations of assets and liabilities.  The new system,  which
went  into  effect on January 1, 1994, assigns an institution  to
one   of   three   capital  categories:   (a)  well  capitalized;
(b)  adequately  capitalized;  and (c)  undercapitalized.   These
three   categories  are  substantially  similar  to  the   prompt
corrective   action   categories  described   above,   with   the
"undercapitalized"  category  including  institutions  that   are
undercapitalized, significantly undercapitalized, and  critically
undercapitalized  for  prompt  corrective  action  purposes.   An
institution  is  also  assigned by  the  FDIC  to  one  of  three
supervisory subgroups within each capital group.  The supervisory
subgroup  to  which  an institution is assigned  is  based  on  a
supervisory  evaluation provided to the FDIC by the institution's
primary   federal  regulator  and  information  which  the   FDIC
determines   to  be  relevant  to  the  institution's   financial
condition  and  the  risk  posed to the deposit  insurance  funds
(which  may include, if applicable, information provided  by  the
institution's  state  supervisor).   An  institution's  insurance
assessment rate is then determined based on the capital  category
and  supervisory  category to which it is  assigned.   Under  the
final   risk-based  assessment  system,  as  well  as  the  prior
transitional    system,   there   are   nine   assessment    risk
classifications  (i.e.,  combinations  of  capital   groups   and
supervisory  subgroups) to which different assessment  rates  are
applied.  Assessment rates for members of both the Bank Insurance
Fund  ("BIF") and the Savings Association Insurance Fund ("SAIF")
for  the first half of 1995, as they had during 1994, ranged from
23  basis  points (0.23% of deposits) for an institution  in  the
highest category (i.e., "well capitalized" and "healthy")  to  31
basis points (0.31% of deposits) for an institution in the lowest
category  (i.e., "undercapitalized" and "substantial  supervisory
concern").   These  rates  were established  for  both  funds  to
achieve a designated ratio of reserves to insured deposits (i.e.,
1.25%) within a specified period of time.

      Once  the designated ratio for the BIF was reached  in  May
1995,  the  FDIC  reduced the assessment rate applicable  to  BIF
deposits  in  two  stages, so that, beginning 1996,  the  deposit
insurance  premiums  for 92% of all BIF members  in  the  highest
capital  and supervisory categories were set at $2,000 per  year,
regardless  of  deposit  size.  The FDIC elected  to  retain  the
existing assessment rate range of 23 to 31 basis points for  SAIF
members  for  the  foreseeable future given the  undercapitalized
nature of that insurance fund.

      Recognizing  that the disparity between the  SAIF  and  BIF
premium   rates   had  adverse  consequences   for   SAIF-insured
institutions  and  other  banks  with  SAIF  assessed   deposits,
including reduced earnings and an impaired ability to raise funds
in capital markets and to attract deposits, on July 28, 1995, the
FDIC,   the  Treasury  Department,  and  the  Office  of   Thrift
Supervision  released statements outlining  a  proposed  plan  to
recapitalize  the  SAIF, the principal feature  of  which  was  a
special  one-time  assessment on depository institutions  holding
SAIF-insured  deposits, which was intended  to  recapitalize  the
SAIF  at  a  reserve ratio of 1.25%.  This proposal  contemplated
elimination of the disparity between the assessment rates on  BIF
and SAIF deposits following recapitalization of the SAIF.

       A  variation  of  this  proposal  designated  the  Deposit
Insurance  Funds  Act of 1996 (the "Funds Act")  was  enacted  by
Congress  as  part of the omnibus budget legislation  and  signed
into  law  on September 30, 1996.  As directed by the Funds  Act,
the   FDIC   implemented   a  special  one-time   assessment   of
approximately  65.7  basis  points  (0.657%)  on   a   depository
institution's SAIF-insured deposits held as of March 31, 1995 (or
approximately  52.6  basis points on SAIF  deposits  acquired  by
banks in certain  qualifying transactions).

      In  addition,  the  FDIC proposed a revision  in  the  SAIF
assessment  rate  schedule that effected, as of October  1,  1996
(a)  a  widening in the assessment rate spread among institutions
in  the different capital and risk assessment categories, (b)  an
overall reduction of the assessment rate range assessable on SAIF
deposits of from 0 to 27 basis points, and (c) a special  interim
assessment rate range for the last quarter of 1996 of from 18  to
27  basis  points  on institutions subject to  FICO  assessments.
Effective  January 1, 1997, FICO assessments will be  imposed  on
both  BIF-  and SAIF-insured deposits in annual amounts presently
estimated   at   1.29  basis  points  and  6.44   basis   points,
respectively.  Beginning in January, 2000, BIF- and SAIF- insured
institutions  will share the FICO interest costs at  equal  rates
currently  estimated 2.43 basis points.  The Company  anticipates
that  the  net  effect of the decrease in the premium  assessment
rate  on  SAIF deposits will result in a reduction in  its  total
deposit  insurance premium assessments for the years 1997 through
1999, assuming no further changes in announced premium assessment
rates.   The Funds Act further provides that BIF and SAIF are  to
be  merged, creating the "Deposit Insurance Fund," on January  1,
1999,  provided  that bank and savings association  charters  are
combined by that date.

      Under the FDIA, insurance of deposits may be terminated  by
the  FDIC  upon  a finding that the institution  has  engaged  in
unsafe  and  unsound  practices,  is  in  an  unsafe  or  unsound
condition  to continue operations, or has violated any applicable
law, regulation, rule, order, or condition imposed by the FDIC.

           Proposed Legislation and Regulatory Action

      New  regulations and statutes are regularly proposed  which
contain  wide-ranging  proposals  for  altering  the  structures,
regulations   and  competitive  relationships  of  the   nation's
financial institutions.  It cannot be predicted whether  or  what
form  any proposed regulation or statute will be adopted  or  the
extent  to  which the business of the Company may be affected  by
such regulation or statute.

ITEM 2.   DESCRIPTION OF PROPERTIES

      The  Bank's main office building is located at 2727  Panola
Road,  Lithonia,  Georgia.   The Bank also  operates  two  branch
offices:   the office located at South DeKalb Mall, 2801  Candler
Road,  Decatur,  Georgia, which is leased (the lease  expires  in
June  2001),  and  the office located at Rockbridge  Plaza,  5771
Rockbridge Road, Stone Mountain, Georgia, which is owned  by  the
Bank.

     Other than normal commercial lending activities of the Bank,
the  Company generally does not invest in real estate,  interests
in  real  estate,  real estate mortgages,  or  securities  of  or
interests   in   entities  primarily  engaged  in   real   estate
activities.


ITEM 3.   LEGAL PROCEEDINGS

     There are no material pending legal proceedings to which the
Company is a party or of which any of its 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,   pending   or
contemplated, 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.


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

     None.

                            PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
          SHAREHOLDER MATTERS

      The  Company's  common  stock,  $5.00  par  value  ("Common
Stock"),  is  not  traded on an established trading  market,  and
there  is  only very limited trading.  The following  table  sets
forth high and low bid information for the Common Stock for  each
of  the  quarters in which trading has occurred since January  1,
1995  (information for the first two quarters of 1995 is for  the
Bank's  Common  Stock prior to its acquisition by  the  Company).
The prices set forth below reflect only information that has come
to  management's  attention and do not include  retail  mark-ups,
markdowns   or   commissions  and  may   not   represent   actual
transactions.

   Quarter Ended:          High Bid            Low Bid

   March 31, 1995         $ 10.00              $ 8.00
   June 30, 1995            10.00                9.61
   September 30, 1995       10.00                5.00
   December 31, 1995        10.00                8.00
   March 31, 1996           10.00               10.00
   June 30, 1996            10.00               10.00
   September 30, 1996       10.00               10.00
   December 31, 1996        10.00               10.00


    As  of  March  14, 1997 there were 956 holders of  record  of
Common Stock.

   The Company paid an annual cash dividend of $.05 per share for
stockholders  of  record  at December 31,  1996.   The  Company's
dividend policy in the future will depend on the Bank's earnings,
capital  requirements,  financial condition,  and  other  factors
considered  relevant by the Board of Directors  of  the  Company.
See "Description of Business - Bank Regulation."

    The Company did not have any sales of unregistered securities
during  1996,  except  as follows:  in partial  payment  for  the
purchase  of  assets  of American Financial Mortgage  Corp.,  the
Company issued 5,000 shares of Common Stock at $10.00 per  share;
and  the Company issued 2,646 shares to various individuals  also
at $10.00 per share.

    The Company did not have any sales of unregistered securities
during 1995 and 1994.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

    The  responses  to this item are included  in  the  Company's
Annual  Report  to Shareholders under the heading,  "Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations"  at  pages 5 through 7, and are  hereby  incorporated
herein by reference.


ITEM 7.  FINANCIAL STATEMENTS

    The  following  financial  statements  are  included  in  the
Company's  Annual Report to Shareholders at pages 8  through  22,
and are hereby incorporated herein by reference:

       Report of Independent Certified Public Accountants

       Financial Statements
          Consolidated Balance Sheets dated as of December 31,
            1996 and 1995
          Consolidated Statements of Earnings for the years ended
            December 31, 1996, 1995 and 1994
          Consolidated Statements of Changes in Stockholders'
            Equity for the years ended December 31, 1996, 1995 and 1994
          Consolidated Statements of Cash Flows for the years
            ended December 31, 1996, 1995 and 1994
          Notes to Consolidated Financial Statements


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

   None.


                            PART III

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

   The responses to this Item are included in the Company's Proxy
Statement  for the Annual Meeting of Shareholders to be  held  on
April  17,  1997  under the headings, "Election  of  Directors  -
Director  Nominees  and  Continuing  Directors"  at  pages   2-4,
"Principal Officers" at page 5, "Beneficial Ownership  of  Common
Stock"  at pages 7-8, and "Compliance With Section 16(a)  of  the
Securities  Exchange Act of 1934" at page 9, and are incorporated
herein by reference.


ITEM 10.  EXECUTIVE COMPENSATION

   The responses to this Item are included in the Company's Proxy
Statement  for the Annual Meeting of Shareholders to be  held  on
April  17,  1997  under the heading, "Executive Compensation"  at
pages 5 and 6, and are incorporated herein by reference.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

   The responses to this item are included in the Company's Proxy
Statement  for the Annual Meeting of Shareholders to be  held  on
April 17, 1997 under the heading, "Beneficial Ownership of Common
Stock" at pages 7-8, and are incorporated herein by reference.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The responses to this Item are included in the Company's Proxy
Statement  for the Annual Meeting of Shareholders to be  held  on
April 17, 1997 under the headings "Certain Transactions" at  page
6, and are incorporated herein by reference.


ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 8-K

       (a)    Exhibits

        Exhibit
        Number                    Exhibit

         3.1      The Articles of Incorporation.(1)

         3.2      Bylaws.(1)

         4.1      Instruments  Defining the  Rights  of  Security
                  Holders.(2)

         13.1     The    Company's   1996   Annual   Report    to
                  Shareholders  (incorporated  by  reference   in
                  Items  6  and  7 of this Report).  Except  with
                  respect    to   those   portions   specifically
                  incorporated  by  reference into  this  Report,
                  the    Company's   1996   Annual   Report    to
                  Shareholders is not deemed to be filed as  part
                  of this Report.

         24.1     Power of attorney.  See the signature pages  to
                  this Report.

         27.1     Financial Data Schedule (for SEC use only).


__________________
(1)   Incorporated herein by reference to exhibit of same  number
in the Company's 1995 Form 10-KSB.

(2)   See the Articles of Incorporation of the Company at Exhibit
3.1 hereto and the Bylaws of the Company at Exhibit 3.2 hereto.


      (b)   No reports on Form 8-K were filed in the fourth
            quarter of 1996.

<PAGE>
                           SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of  the
Securities  Exchange Act of 1934, the Registrant has duly  caused
this  Report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.



                         FIRST SOUTHERN BANCSHARES, INC.



                         By:  /s/ James E. Young
                              James E. Young
                              President


                         Date:  March 31, 1997



                       POWER OF ATTORNEY

      KNOW  ALL  MEN  BY THESE PRESENTS, that each  person  whose
signature   appears  on  the  signature  page  to   this   Report
constitutes and appoints James E. Young and Willard C. Lewis  and
each  of  them, his true and lawful attorneys-in-fact and agents,
with  full power of substitution and resubstitution, for him  and
in his name, place, and stead, in any and all capacities, to sign
any and all amendments to this Report, and to file the same, with
all  exhibits hereto, and other documents in connection  herewith
with  the Securities and Exchange Commission, granting unto  said
attorneys-in-fact  and agents and each of them,  full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite and necessary to be done in and about the premises,  as
fully  to  all intents and purposes as he might or  could  do  in
person,  hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitute  or
substitutes,  may  lawfully do or cause  to  be  done  by  virtue
hereof.

<PAGE>

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


Signature                         Title                Date


/s/ Gregory T. Baranco    Chairman of the Board    March 31, 1997
Gregory T. Baranco


/s/ Bernard H. Bronner           Director          March 31, 1997
Bernard H. Bronner


/s/ Nathaniel Bronner, Jr.       Director          March 31, 1997
Nathaniel Bronner, Jr.


/s/ Robert L. Brown              Director          March 31, 1997
Robert L. Brown


/s/ William H. Cleveland         Director          March 31, 1997
William H. Cleveland


/s/ Robert McMahan               Director          March 31, 1997
Robert McMahan


/s/ C. David Moody               Director          March 31, 1997
C. David Moody


/s/ Lynn Pattillo                Director          March 31, 1997
Lynn Pattillo


/s/ Thom Peters                  Director          March 31, 1997
Thom Peters


/s/ Porter Sanford               Director          March 31, 1997
Porter Sanford



/s/ James E. Young      Director and President     March 31, 1997
James E. Young*


/s/ Willard C. Lewis    Executive Vice President   March 31, 1997
Willard C. Lewis**


*   Principal executive officer
**  Principal Accounting and Financial Officer

<PAGE>
                         EXHIBIT INDEX

                                                   Page Number in
Exhibit                                             Sequentially
Number                 Exhibit                     Numbered Copy

3.1     The Articles of Incorporation.(1)                 ___

3.2     Bylaws.(1)                                        ___

4.1     Instruments Defining the Rights of Security       N/A
        Holders.(2)

13.1    The   Company's  1996  Annual   Report   to       ___
        Shareholders (incorporated by reference  in
        Items 6 and 7 of this Report).  Except with
        respect   to  those  portions  specifically
        incorporated by reference into this Report,
        the   Company's  1996  Annual   Report   to
        Shareholders is not deemed to be  filed  as
        part of this Report.

24.1    Power of attorney.  See the signature pages       ___
        to this Report.

27.1    Financial Data Schedule (for SEC use only).       ___


____________________
(1)   Incorporated herein by reference to exhibit of same  number
in the Company's 1995 Form 10-KSB.

(2)   See the Articles of Incorporation of the Company at Exhibit
3.1 hereto and the Bylaws of the Company at Exhibit 3.2 hereto.