U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    FOR QUARTERLY PERIOD ENDED JUNE 30, 2000

                         COMMISSION FILE NUMBER 33-67528


                         PINNACLE FINANCIAL CORPORATION
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

             GEORGIA                               58-1538862
 ------------------------------       --------------------------------------
(State or other jurisdiction of      (I.R.S. Employer Identification Number)
incorporation or organization)

884 ELBERT STREET,
P.O. BOX 430, ELBERTON, GEORGIA                  30635-0430
---------------------------------------          ----------
(Address of principal executive offices)         (Zip Code)


Issuer's telephone number, including area code: (706) 283-2854
                                                --------------

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 the past 90 days. Yes /X/ No  / /

                State the number of shares outstanding of each of
                                      the
                           issuer's classes of common
                            equity, as of the latest
                                practicable date:

   As of July 31, 2000 there were 768,000 shares of common stock outstanding.
   --------------------------------------------------------------------------


<PAGE>



                         PINNACLE FINANCIAL CORPORATION


                                      INDEX


                                                                      PAGE NO.
PART I -     FINANCIAL INFORMATION

Item 1.      Financial Statements

             Consolidated Statements of Financial Position at
             June 30, 2000 and December 31, 1999                          1

             Consolidated Statements of Income for the Three
             Months ended June 30, 2000 and 1999                          2

             Consolidated Statements of Income for the Six
             Months ended June 30, 2000 and 1999                          3

             Consolidated Statements of Cash Flows for the
             Six Months Ended June 30, 2000 and 1999                      4

Item 2.      Managements Discussion and Analysis or Plan of
             Operation                                                    6


PART II -    OTHER INFORMATION                                            13


                                        I


<PAGE>

                         PINNACLE FINANCIAL CORPORATION

                         PART I - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS





                                       II


<PAGE>



                               PINNACLE FINANCIAL CORPORATION & SUBSIDIARY
                                       CONSOLIDATED BALANCE SHEETS
                                   JUNE 30, 2000 AND DECEMBER 31, 1999
                                               (Unaudited)
<TABLE>
<CAPTION>

                                                                        JUNE 30,            DECEMBER 31,
                                                                          2000                  1999
                                                                     -------------         -------------
<S>                                                                  <C>                   <C>
ASSETS
       Cash and due from banks                                       $  10,705,660         $   9,418,050
       Federal funds sold                                                1,370,000               430,000

       Securities available for sale                                    89,440,283            95,100,720

       Loans, net of allowance for loan losses
            of $2,223,080 and $2,113,735, respectively                 166,638,354           154,270,583

       Premises and equipment                                            8,261,058             8,145,809
       Accrued interest receivable                                       2,619,178             2,678,597
       Other assets                                                      5,352,087             3,033,386
                                                                     -------------         -------------

      TOTAL  ASSETS                                                  $ 284,386,620         $ 273,077,145
                                                                     =============         =============


LIABILITIES
       Noninterest-bearing deposits                                  $  45,774,393         $  41,717,909
       Interest-bearing deposits                                       179,819,607           176,626,532
                                                                     -------------         -------------

            Total deposits                                             225,594,000           218,344,441

       Borrowings                                                       15,400,000            10,500,000
       Accrued interest and other liabilities                            4,016,304             5,771,902
                                                                     -------------         -------------

            Total liabilities                                          245,010,304           234,616,343
                                                                     -------------         -------------

SHAREHOLDERS' EQUITY
       Common stock, $10 par value; 5,000,000 shares
            authorized, 768,000 shares issued and outstanding            7,680,000             7,680,000
       Capital surplus                                                   7,280,000             7,280,000
       Retained earnings                                                26,184,577            25,060,148
       Accumulated other comprehensive income (loss)                    (1,768,261)           (1,559,346)
                                                                     -------------         -------------
            Total shareholders' equity                                  39,376,316            38,460,802
                                                                     -------------         -------------

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    $ 284,386,620         $ 273,077,145
                                                                     =============         =============


                The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                    1

<PAGE>



                               PINNACLE FINANCIAL CORPORATION & SUBSIDIARY
                                    CONSOLIDATED STATEMENTS OF INCOME
                            FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                               (Unaudited)
<TABLE>
<CAPTION>
                                                                           THREE MONTHS       THREE MONTHS
                                                                               ENDED              ENDED
                                                                              JUNE 30,           JUNE 30,
                                                                               2000               1999
                                                                            ----------        -----------
<S>                                                                         <C>               <C>
Interest income
---------------
       Loans, including fees                                                $4,181,947        $3,535,976
       Securities available for sale                                         1,388,456         1,446,819
       Federal funds sold and other                                             19,018            77,661
                                                                            ----------        ----------

            Total interest income                                            5,589,421         5,060,456
                                                                            ----------        ----------

Interest expense
----------------
       Deposits                                                              2,042,572         1,844,384
       Borrowings                                                              146,649                 0
                                                                            ----------        ----------

            Total interest expense                                           2,189,221         1,844,384
                                                                            ----------        ----------

NET INTEREST INCOME                                                          3,400,200         3,216,072
       Provision for loan losses                                                90,000            75,000
                                                                            ----------        ----------

            Net interest income after provision for loant losses             3,310,200         3,141,072
                                                                            ----------        ----------

Other income
------------
       Service charges on deposit accounts                                     336,114           336,723
       Other service charges and fees                                          153,484           218,332
       Net realized gains on sales of securities available for sale              5,911                 0
       Other income                                                             61,992            72,084
                                                                            ----------        ----------

            Total other income                                                 557,501           627,139
                                                                            ----------        ----------

Other expenses
--------------
       Salaries and employee benefits                                        1,190,138         1,142,628
       Occupancy expense                                                       321,534           286,056
       Net realized losses on sales of securities available for sale                 0             5,969
       Other expenses                                                          459,792           465,985
                                                                            ----------        ----------

            Total other expenses                                             1,971,464         1,900,638
                                                                            ----------        ----------

Income before income taxes                                                   1,896,237         1,867,573
Income tax expense                                                             618,000           581,000
                                                                            ----------        ----------

NET INCOME                                                                  $1,278,237        $1,286,573
                                                                            ==========        ==========

Net income per share of common stock                                        $     1.66        $     1.68
                                                                            ==========        ==========

Average shares outstanding                                                     768,000           768,000
                                                                            ==========        ==========

                The accompanying notes are an integral part of these financial statements.
</TABLE>


                                                    2

<PAGE>


<TABLE>
<CAPTION>
                                      PINNACLE FINANCIAL CORPORATION & SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF INCOME
                                    FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                                      (Unaudited)

                                                                                            YTD                YTD
                                                                                          JUNE 30,           JUNE 30,
                                                                                            2000               1999
                                                                                            ----               ----
<S>                                                                                     <C>                <C>
Interest income
---------------
       Loans, including fees                                                            $ 8,119,895        $ 7,045,816
       Securities available for sale                                                      2,829,470          2,853,365
       Federal funds sold and other                                                          39,958            173,443
                                                                                        -----------        -----------

            Total interest income                                                        10,989,323         10,072,624
                                                                                        -----------        -----------

Interest expense
----------------
       Deposits                                                                           3,980,981          3,734,369
       Borrowings                                                                           249,740                  0
                                                                                        -----------        -----------

            Total interest expense                                                        4,230,721          3,734,369
                                                                                        -----------        -----------

NET INTEREST INCOME                                                                       6,758,602          6,338,255
       Provision for loan losses                                                            180,000            150,000
                                                                                        -----------        -----------

            Net interest income after provision for loan losses                           6,578,602          6,188,255
                                                                                        -----------        -----------

Other income
------------
       Service charges on deposit accounts                                                  665,818            668,778
       Other service charges and fees                                                       312,389            448,725
       Net realized gains on sales of securities available for sale                               0                  0
       Other income                                                                         108,100            106,481
                                                                                        -----------        -----------

            Total other income                                                            1,086,307          1,223,984
                                                                                        -----------        -----------

Other expenses
--------------
       Salaries and employee benefits                                                     2,745,293          2,309,819
       Occupancy expense                                                                    634,505            567,846
       Net realized losses on sales of securities available for sale                         30,676              5,969
       Other expenses                                                                     1,210,406            921,038
                                                                                        -----------        -----------

            Total other expenses                                                          4,620,880          3,804,672
                                                                                        -----------        -----------

Income before income taxes                                                                3,044,029          3,607,567
Income tax expense                                                                          998,000          1,138,000
                                                                                        -----------        -----------

NET INCOME                                                                              $ 2,046,029        $ 2,469,567
                                                                                        ===========        ===========

Net income per share of common stock                                                    $      2.66        $      3.22
                                                                                        ===========        ===========

Average shares outstanding                                                                  768,000            768,000
                                                                                        ===========        ===========

                       The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                           3

<PAGE>

<TABLE>
<CAPTION>
                                    PINNACLE FINANCIAL CORPORATION & SUBSIDIARY
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                                    (Unaudited)

                                                                                  JUNE 30,           JUNE 30,
                                                                                    2000                1999
<S>                                                                             <C>                  <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income                                                                      $  2,046,029         $  2,469,567
                                                                                ------------         ------------
Adjustments to reconcile net income to net
       cash provided by operating activities:
            Depreciation and amortization                                            300,308              310,006
            Provision for loan losses                                                180,000              150,000
            Net realized (gains) losses on securities available for sale              30,676                5,969
            Net change in accrued interest and other assets                       (2,259,282)            (628,856)
            Net change in accrued expenses and other liabilities                  (1,755,598)            (256,570)
                                                                                ------------         ------------
            Total adjustments                                                     (3,503,896)            (419,451)
                                                                                ------------         ------------

Net cash provided by operating activities                                         (1,457,867)           2,050,116
                                                                                ------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available for sale                                         (6,907,292)         (28,634,779)
Proceeds from sales of securities available for sale                               9,411,466            1,511,094
Proceeds from maturities, prepayments and calls
      of securities available for sale                                             2,916,672           18,155,789
Net change in loans                                                              (12,547,771)             845,963
Purchases of premises and equipment                                                 (415,557)             (44,927)
                                                                                ------------         ------------

Net cash used by investing activities                                             (7,542,482)          (8,166,860)
                                                                                ------------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits                                                             7,249,559            2,964,722
Repayment of borrowings                                                          (18,950,000)                   0
Proceeds from borrowings                                                          23,850,000                    0
Cash dividends paid                                                                 (921,600)            (844,800)
                                                                                ------------         ------------

Net cash provided by financing activities                                         11,227,959            2,119,922
                                                                                ------------         ------------

Net change in cash and cash equivalents                                            2,227,610           (3,996,822)
Cash and cash equivalents at January 1                                             9,848,050           17,233,914
                                                                                ------------         ------------

Cash and cash equivalents at June 30                                            $ 12,075,660         $ 13,237,092
                                                                                ============         ============

Interest paid                                                                   $  4,158,691         $  3,664,007
                                                                                ============         ============

Income taxes paid                                                               $  1,006,492         $  1,055,635
                                                                                ============         ============

                    The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                         4

<PAGE>
                  PINNACLE FINANCIAL CORPORATION AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999

(1)      Basis of Presentation
         ---------------------
         The consolidated  financial statements include the accounts of Pinnacle
Financial  Corporation  (the  Company)  and  its  wholly-owned  commercial  bank
subsidiary,  Pinnacle Bank, N.A. All significant intercompany accounts have been
eliminated in consolidation.

         In the opinion of management,  the accompanying  unaudited consolidated
financial  statements  contain  all  adjustments   (consisting  only  of  normal
recurring  adjustments)  necessary  for  fair  statements  of  the  consolidated
financial  position and the results of operations of the Company for the interim
periods.  Certain reclassifcations have been made to the prior year persentation
to conform to the current  year.  The results of  operations  for the  six-month
period ended June 30, 2000 are not  necessarily  indicative of the results which
may be expected for the entire year.

(2)      Cash and Cash Equivalents
         -------------------------
         For the purpose of presentation in the consolidated  statements of cash
flows,  cash and cash  equivalents  include  cash and due from banks and federal
funds sold,  all of which mature  within  ninety days.  The prior year cash flow
statement has been changed to be comparable to this presentation.

(3)      Income Taxes
         ------------
         Deferred income taxes assets and  liabilities are determined  using the
liability (or balance  sheet)  method.  Under this method,  the net deferred tax
asset or  liability  is  determined  based on the tax  effects of the  temporary
differences  between the book and tax bases of the various  balance sheet assets
and liabilities and gives current recognition to changes in tax rates and laws.

(4)      Accounting for Impaired Loans
         -----------------------------
         A loan is considered  impaired when,  based on current  information and
events,  it is probable that the Company will be unable to collect the scheduled
payments of principal or interest when due according to the contractual terms of
the loan agreement. Impairment is measured on a loan by loan basis by either the
present value of expected future cash flows  discounted at the loan's  effective
interest  rate,  the loan's  obtainable  market price,  or the fair value of the
collateral if the loan is collateral dependent.  Loans having carrying values of
$865,000  as of June 30,  2000  have  been  recognized  as  impaired.  The total
allowance for credit losses related to these impaired loans is $550,000.



                                        5

<PAGE>


ITEM 2.   MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN
          OF OPERATION

Basis of Presentation
---------------------

         Management's  Discussion and Analysis of Pinnacle Financial Corporation
(hereinafter  "Pinnacle"  or the  "Company")  analyses  the  major  elements  of
Pinnacle's  consolidated  balance sheets and statements of income. The financial
condition  and  operating  results of Pinnacle are  primarily  determined by its
wholly-owned subsidiary bank, Pinnacle Bank, N.A. (hereinafter the "Bank").

         For a comprehensive  presentation of Pinnacle's financial condition and
results of operations,  the following analysis should be viewed along with other
information  contained in this report,  including the financial  statements  and
accompanying disclosures. All amounts throughout this section are rounded to the
nearest  1,000  dollars,  the  nearest .1 million  dollars and to the nearest .1
percent to represent approximations of reported amounts.

Forward-looking Statements
--------------------------

         This discussion contains  forward-looking  statements under the private
Securities  Litigation  Reform Act of 1995 that involve risk and  uncertainties.
Although Pinnacle believes that the assumptions  underlying the  forward-looking
statements  contained in the discussion are  reasonable,  any of the assumptions
could be  inaccurate,  and  therefore,  no assurance can be made that any of the
forward-looking  statements in this  discussion  will be accurate.  Factors that
could cause actual results to differ from results  discussed in  forward-looking
statements include,  but are not limited to: economic conditions (both generally
and in the markets where the Company operates); competition from other providers
of  financial  services  offered  by  the  Bank;   government   regulations  and
legislation;  changes  in  interest  rates;  material  unforseen  changes in the
financial  stability and liquidity of the Bank's credit customers,  all of which
are  difficult  to predict and which may be beyond the  control of the  Company.
Pinnacle  undertakes  no  obligation  to revise  forward-looking  statements  to
reflect  events or changes  after the date of this  discussion or to reflect the
occurrence of unanticipated events.

Liquidity and Capital Resources
-------------------------------

         The  objective  of  liquidity  management  is to  maintain  cash  flows
adequate to meet immediate and ongoing  future needs of credit  demand,  deposit
withdrawal,  maturing  liabilities and corporate  operating  expenses.  Pinnacle
seeks to meet liquidity requirements primarily through the management of federal
funds  (both  sold and  purchased),  Federal  Home Loan Bank  advances,  and the
investment  securities  portfolio.  At June  30,  2000,  2.2% of the  investment
securities  portfolio had maturity  dates within the next year and an additional
69.7% matures within the next 5 years. All investment  securities are classified
as  available  for sale and may be sold or used as a  source  of  collateralized
borrowings in the event of a liquidity shortfall. Other sources of liquidity are
payments on commercial and  installment  loans and repayment of maturing  single
payment loans. Pinnacle  retains  short term  borrowing  relationships with  two

                                        6

<PAGE>

correspondent  banks that could  provide up to $12.75  million of Federal  Funds
Purchased on short notice. Additionally,  the Bank has established membership in
the Federal Home Loan Bank of Atlanta (hereinafter the "FHLB") and has granted a
blanket floating lien on its mortgage  portfolio that collaterizes  either short
term or long term  borrowings up to 15% of assets  (approximately  $42 million).
Pinnacle's  management  intends to  continue  to closely  monitor  and  maintain
appropriate  levels of interest bearing assets and liabilities in future periods
so that  maturities of assets are such that adequate  funds are provided to meet
customer withdrawals and loan requests while net interest margins are maximized.

         Regulatory  policy  generally  requires the  maintenance of a liquidity
ratio of 25%, which is generally defined as cash plus liquid investments divided
by deposits plus  borrowings due within one year. The desired level of liquidity
is determined by management based in part on Pinnacle's commitment to make loans
and an  assessment  of its  ability to generate  funds.  At June 30,  2000,  the
liquidity ratio for Pinnacle was 33%.

         Management  continues to give priority to the importance of maintaining
high levels of assets with interest rate sensitivity.  Cash and cash equivalents
increased  during the first six months of 2000 from  December 31, 1999 levels by
$2.2 million while  securities  available for sale  decreased by $5.7 million or
6.0%  during the same time  period.  The  average  balance  in these  investment
securities  decreased by $3.7  million in the current  year  compared to the six
months ended June 30, 1999. The average balance of Federal Funds sold during the
first  six  months  of  2000  and  1999  was  $1.3  million  and  $7.1  million,
respectively. The general decline in investments and Federal Funds sold reflects
their use to meet  increased  loan demand during the second half of 1999 and all
of 2000.

         Total interest-earning assets increased by $7.6 million or 3.1% for the
current period when compared with December 31, 1999. Average net loans increased
$21.8  million  (15.4%) to $163.5  million in the six months ended June 30, 2000
from the same 1999 period. The increase reflects continued growth in loan demand
that began in the second half of 1999 and has continued into 2000.

         The allowance for loan losses is  established  by management at a level
estimated to be adequate to absorb losses  inherent in the loan  portfolio.  The
allowance  increased slightly at $2.2 million from $2.1 million at June 30, 2000
and December 31, 1999,  respectively.  The Bank  experienced loan charge-offs of
$168,000 in the six months ended June 30, 2000  compared to $210,000 in the same
period of 1999. Net charge-offs amounted to $71,000 in 2000 compared to $131,000
for the six months ended June 30, 1999. The allowance for loan losses represents
1.3% of total loans outstanding at June 30, 2000.

         The  balance of Other Real  Estate  Owned  (included  in other  assets)
increased by $321,000 to $496,000 from December 31, 1999 to June 30, 2000 as the
result of  foreclosing  on five  properties and disposing of one property in the
period. The accrual of interest has been discontinued on loans totaling $151,000
as  of June 30,  2000  representing  .1% of  total  loans  compared  to  $49,000
at  December  31,  1999.  Unrecorded  income  on   these   loans  for  the   six

                                        7

<PAGE>

months ended June 30, 2000 was approximately  $8,000.  Non-accrual loans at June
30, 2000 are classified as: real estate,  $90,000,  secured by other collateral,
$52,000, and unsecured loans, $9,000.

         Pinnacle continues to maintain a concentration of core deposits from an
established  customer  base which  provides a stable  funding  source.  Deposits
increased $7.3 million to $225.6 million at June 30, 2000 from $218.3 million at
December 31, 1999, due primarily to normal growth. Non-interest bearing deposits
increased $4.1 million to $45.8 million from December 31, 1999. Interest bearing
deposits increased $3.2 million for the six months ended June 30, 2000.

         As indicated  above,  Bank  management  actively  manages its liquidity
position and has obtained several sources of both secured and unsecured borrowed
funds.  These sources have allowed the bank to invest a higher percentage of its
funds in loans and investment securities that earn a higher yield than overnight
investments.  The Bank has continued to use both Federal Funds borrowed and FHLB
advances to meet short term liquidity needs. The bank repaid all $7.5 million of
the  short  term  FHLB  advances  that  existed  as of  December  31,  1999  and
subsequently borrowed another $12.4 million, primarily in the second quarter, to
fund loan growth.  Pinnacle had no federal  funds  purchased as of June 30, 2000
but averaged  approximately  $850,000  outstanding in such borrowings during the
first half of 2000. The Bank anticipates continued use of these sources of funds
to enhance its earnings while  continuing to monitor the maturities and interest
rate risk of interest-bearing assets and liabilities.

         Shareholders'  equity  increased to $39.4 million at June 30, 2000 when
compared to December  31,  1999.  Net  earnings  retained  during the six months
amounted  to $1.1  million  while  equity  decreased  $209,000 as a result of an
increase in net unrealized  losses on securities  available for sale.  Dividends
declared and paid increased by $76,800, from $1.10 per share to $1.20 per share,
for  the  first  six  months  of 2000  compared  to the  same  period  in  1999.
Additionally,  $1.5 million of dividends declared in December 1999 (reflected in
other liabilities in the December 1999 balance sheet) were paid in January 2000.

         Pinnacle continues to maintain adequate capital ratios (see "Risk Based
Capital  Ratios" below and see "Results of  Operations"  below for discussion of
dividend  levels.)  Pinnacle  maintained a level of capital,  as measured by its
average equity to average assets ratio,  of 13.9% during the first six months of
2000, compared to 15.3% for the year which ended December 31, 1999.

         Management  is not aware of any known trends,  events or  uncertainties
that are reasonably  likely to have a material  effect on Pinnacle's  liquidity,
capital resources, or results of operation. Pinnacle is not aware of any current
recommendations by the regulatory authorities which, if implemented,  would have
such an effect.  Loans  classified  for regulatory  purposes as loss,  doubtful,
substandard or special mention do not represent trends or uncertainties which

                                        8

<PAGE>



management reasonably expects will materially impact future operational trends.


Results of Operations (for the three month period ended June 30, 2000)
---------------------

         Pinnacle's  operating  results  primarily depend on the earnings of the
Bank.  Its  earnings  depend  to a large  degree  on net  interest  income,  the
difference between the interest income received from investments (such as loans,
investment  securities,  federal funds sold, etc.) and the interest expense paid
on deposits and borrowings.

         Interest income on interest  bearing assets  increased by $529,000 from
the same  quarter in 1999 as an  increase  in average  yields  from 8.2% to 8.6%
combined  with  increases  in loans  outstanding  to  enhance  the  revenues  of
Pinnacle.  The increase in yield  reflects  the impact of a general  increase in
interest  rates  during the year as well as a change in mix of the assets of the
Bank. As indicated above, the Bank invested  significantly  more funds in higher
yielding loans and less in low rate Federal Funds sold in the first half of 2000
as compared  to 1999.  Interest  expense  increased  by  $345,000  from the same
quarter of 1999 as a result of increased  deposits,  increased  borrowings,  and
higher  interest rates paid on deposits,  particularly  certificates of deposit.
The average cost of funds for the second quarters of 2000 and 1999 were 3.7% and
3.3%, respectively.  The Bank's cost of funds has increased in recent months and
is expected to continue to increase in the near term as a result of increases in
short term interest  rates.  Net interest  income in the three months ended June
30,  2000  increased  $184,000,  or 5.7% as  compared to the same period for the
previous year.  Management  continues to match rate  sensitive  assets with rate
sensitive  liabilities  in such a way that net interest  margins have  increased
from the same period in the prior year.

         The provision for loan losses is the charge to operating  expenses that
management  believes is necessary to maintain the allowance for loan losses. The
provision  reflects  management's  estimate  of  potential  loan  losses and the
creation of an allowance for loan losses  adequate to absorb losses  inherent in
the  portfolio.  Pinnacle  provided  $90,000  and $75,000 for loan losses in the
quarters ended June 30, 2000 and 1999,  repectively.  The increased provision in
2000 is largely  the result of the  increase  in the loan  portfolio  during the
period.

         Other income declined by $70,000 during the three months ended June 30,
2000 as compared to 1999. This decline is attributable to decreased  revenues on
the origination of mortgage loans.

         Other  operating  expenses  during the three months ended June 30, 2000
increased  $70,000  from the same period in the previous  year.  The increase is
attributable  to normal  increases in  compensation  and related  expenses,  and
increased maintenance expenses on the bank's buildings and equipment.

         Pinnacle's  income  tax  expense  increased  $37,000  for  the  quarter
compared to the

                                        9

<PAGE>
same period in the previous year due to higher taxable income and an increase in
the effective  income tax rate during the quarter from 31.1% in 1999 to 32.6% in
2000. The effective rate increase is primarily the result of higher state income
taxes due to lower tax exempt security income.

         Results of operations  can be measured by various ratio  analyses.  Two
widely recognized performance indicators are return on average equity and return
on average  assets.  Net income  during the three months ended June 30, 2000 was
$1.3 million and represents annualized returns of 13.1% on average shareholders'
equity and 1.8% on average assets.  Comparable amounts during the same period of
1999 were $1.3 million, 12.6% and 1.91%, respectively.



Results of Operations (for the six month period ended June 30, 2000)
---------------------

         Interest  income on interest  bearing  assets for the six months  ended
June 30, 2000 increased by $916,000 from the same period in 1999. An increase in
average  yield from 8.1% to 8.5%,  reflecting  a general  increase  in  interest
rates,  combined with the increase in average loans  outstanding,  provided this
increased income. Interest expense increased by $497,000 from the same period of
1999 as a result of  slightly  increased  deposits,  increased  use of  borrowed
funds,  and general  increases in the levels of interest rates. The average cost
of funds for the six  months  ended  June 30,  2000 and 1999 were 3.6% and 3.3%,
respectively.  Net  interest  income  in the six  months  ended  June  30,  2000
increased  by $421,000  or 6.8% as compared to the same period for the  previous
year.

         The  provision  for loan  losses and its  purpose is  explained  above.
Pinnacle  provided  $180,000  for losses in the period  ended June 30,  2000 and
$150,000 in the period ended June 30, 1999.

         Other  income  during the six months  ended June 30,  2000  declined by
$138,000  to  $1,086,000  from  $1,224,000  from the same  period in 1999.  This
decrease is totally  attributable  to decreased  revenues on the  origination of
mortgage loans resulting from higher interest rates in the year 2000.

         Other  operating  expenses  during the six months  ended June 30,  2000
increased  $816,000 to $4.6 million from $3.8 million for the same period in the
previous year. The majority of the increase in operating  expenses  reflects two
nonrecurring  charges  recognized  by  Pinnacle.  The first item  relates to the
retirement  of the Bank's  president  that was announced in the first quarter of
2000. The Company recognized the expected payments to be made under the terms of
an employment  security  agreement  between the former president and the Bank as
compensation  expense in the amount of $237,000.  Payments  under the  agreement
will  result  in   charges  to  the  established  liability  account  and  will
not  have  an  impact  on future  earnings.  The second  charge is the result of
an  unfavorable  ruling  in  a  lawsuit  disclosed  in    previous  filings  and

                                       10

<PAGE>

herein.  The court granted Capital Resource Funding ("CRF") a motion for summary
judgement on its claim regarding unlawful conversion of assets.  While the court
did not rule on the issue of  damages,  Pinnacle  recorded  an  estimate  of the
expected  loss.  In May 2000,  Pinnacle  reached an agreement  with CRF and paid
approximately $325,000, the amount of the established liability. Other increases
in expenses  during the period included  normal  increases in  compensation  and
related expenses,  and increased  occupancy expenses  (especially  equipment and
property maintenance).

         Pinnacle's  income tax expense  decreased  $140,000  for the six months
ended  June 30,  2000  compared  to the same  period  in the  previous  year due
primarily to decreased taxable income.  The effective income tax rate during the
period of 32.8% is an increase of 1.3% from the effective rate of 31.5% in 1999.

         Net income  during the six months  ended June 30, 2000 was $2.0 million
and represents  annualized returns of 10.5% on average  shareholders' equity and
1.50% on average assets.  Comparable amounts during the same period of 1998 were
$2.5 million,  12.3% and 1.85%,  respectively.  As indicated  above,  net income
declined  primarily  due to increased  operating  expenses  while the  operating
ratios reflect the decreased  earnings  compared to a slightly  larger asset and
equity base.


Year 2000
---------

         The Bank did not experience any material  disruptions in its operations
or activities as a result of the so-called "Year 2000" problem. The Bank did not
incur material expenses in correcting perceived or suspected Year 2000 problems.
In addition,  the Bank is not aware that any of its  suppliers or customers  has
experienced any material disruptions in their operations or activities. The Bank
does not  expect to  encounter  any such  problems  in the  foreseeable  future,
although  it  continues  to  monitor  its  computer   operations  for  signs  or
indications of such problem.



                                       11

<PAGE>



The following tables present Pinnacle's  Regulatory capital position at June 30,
2000:

                        (Rounded to the nearest thousand)


Total Risk Adjusted Assets                           $191,774

Risk Based Capital Ratios:

TIER 1 CAPITAL
     Common stock                                    $  7,680         4.00%
     Surplus                                            7,280         3.80%
     Retained earnings                                 26,185        13.65%
                                                     --------        -----

     Total Tier 1 capital                              41,145        21.45%
     Tier 1 minimum requirement                         7,671         4.00%
                                                     --------        -----
     Excess (shortfall)                              $ 33,474        17.45%
                                                     ========        =====

TIER 2 CAPITAL
     Tier 1 from above                               $ 41,145        21.45%
     Allowance for loan losses, limited to 1.25%
        of risk weighted assets                         2,223         1.14%
                                                     --------        -----
     Total Tier 2 capital                              43,368        22.59%
     Tier 2 minimum requirement                        15,342         8.00%
                                                     --------        -----
     Excess (shortfall)                              $ 28,026        14.59%
                                                     ========        =====

LEVERAGE RATIO
     Tier 1 capital                                  $ 41,145        14.72%
     Minimum requirement                               11,178         4.00%
                                                     --------        -----
     Excess (shortfall)                              $ 29,967        10.72%
                                                     ========        =====
Average total assets, net of goodwill                $279,446
                                                     ========


                                       12

<PAGE>



                         PINNACLE FINANCIAL CORPORATION

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

         Pinnacle  Bank,  N.A. was a defendant  in a lawsuit  brought by Capital
Resource  Funding in U.S.  District  Court for the Middle  District  of Georgia,
filed in March 1997, File No.  3;97-C-116 (HL) that alleged unlawful  conversion
of assets and sought  damages of $270,000 plus  interest,  attorney's  fees, and
punitive damages. In May 2000, the two parties reached a settlement and Pinnacle
paid  approximately  $325,000,  the amount of the established  liability.  Legal
costs were expensed as incurred.


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

         None.



ITEM 27. EXHIBITS AND REPORTS ON FORM 8-K

         Exhibit 27 - Financial Data Schedule (for SEC use only).



                                       13

<PAGE>

                                   SIGNATURES




         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                       PINNACLE FINANCIAL CORPORATION


Date: AUGUST 9, 2000                   By: /s/ L. JACKSON MCCONNELL
      --------------                       ------------------------
                                           L. Jackson McConnell
                                           Chairman and Chief Executive Officer
                                           (Principal Executive Officer)

Date: AUGUST 9, 2000                   By: /s/ LINT W. EBERHARDT.
      --------------                       ----------------------
                                           Lint W. Eberhardt
                                           President

                                       14