<PAGE>
                 U. S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 29549


                               FORM 10-QSB



                QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                FOR QUARTERLY PERIOD ENDED MARCH 31, 1997

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 APRIL 30, 1997 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 Balance Sheets at
          March 31, 1997 and December 31, 1996                   1

          Consolidated Statements of Income for the Three
          Months ended March 31, 1997 and 1996                   2

          Consolidated Statements of Cash Flows for the 
          Three Months Ended March 31, 1997 and 1996             3

Item 2.   Managements Discussion and Analysis or Plan of
          Operation                                              5


PART II -      OTHER INFORMATION                                10


                                   I<PAGE>


                      PINNACLE FINANCIAL CORPORATION

                      PART I - FINANCIAL INFORMATION

                      Item 1.   Financial Statements


                                    II<PAGE>
              PINNACLE FINANCIAL CORPORATION & SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                   MARCH 31, 1997 AND DECEMBER 31, 1996
                               (Unaudited)
<TABLE>
<CAPTION>
                                                                             March 31,          December 31,
                                                                               1997                1996
                                                                             ---------          -----------
<S>                                                                        <C>                <C>
Assets
------
       Cash and due from banks                                             $  8,747,970        $  7,025,730
       Federal funds sold                                                     2,111,756             661,972

       Securities available for sale                                         86,340,065          87,148,507

       Loans, net of allowance for credit losses
         of $1,884,692 and $1,842,152, respectively                         133,321,614         131,392,264

       Premises and equipment                                                 6,519,932           5,558,659
       Accrued interest receivable                                            2,887,050           2,864,465
       Foreclosed real estate                                                   425,400             491,859
       Other assets                                                           1,432,203           1,354,405
                                                                            -----------         -----------
         Total assets                                                      $241,785,990        $ 36,497,861
                                                                            ===========         ===========

Liabilities
-----------
       Demand deposits                                                     $ 34,343,193        $ 32,507,926
       Savings and NOW deposits                                              63,405,591          60,903,412
       Other time deposits                                                  108,216,828         107,460,818
                                                                            -----------         -----------

         Total deposits                                                     205,965,612         200,872,156

       Federal funds purchased                                                        0             110,000
       Accrued interest and other liabilities                                 2,276,381           2,249,414
                                                                            -----------         -----------

         Total liabilities                                                  208,241,993         203,231,570
                                                                            -----------         -----------
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                                                     18,694,914          17,830,536
       Net unrealized appreciation on securities available for sale, 
         net of taxes of ($57,139) and $245,086, respectively                  (110,917)            475,755
                                                                            -----------         -----------

         Total shareholders' equity                                          33,543,997          33,266,291

        Total liabilities and shareholders' equity                         $241,785,990        $236,497,861
                                                                            ===========         ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                   1

<PAGE>
              PINNACLE FINANCIAL CORPORATION & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF INCOME
           FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                              (Unaudited)
<TABLE>
<CAPTION>
                                                                               YTD                       YTD
                                                                              March 31,                March 31,
                                                                                1997                     1996
                                                                              ---------                ---------
<S>                                                                          <C>                      <C>
Interest income
---------------
       Loans                                                                 $3,499,066               $3,200,327
       Securities available for sale                                          1,360,042                1,186,465
       Federal funds sold                                                        47,538                   98,777
                                                                              ---------                ---------
         Total interest income                                                4,906,646                4,485,569
                                                                              ---------                ---------
Interest expense
----------------
       Deposits                                                                1,830,681               1,767,118
       Fed Funds Purchased                                                           470                     213
                                                                               ---------               ---------
         Total interest expense                                                1,831,151               1,767,331
                                                                               ---------               ---------
Net interest income
--------------------                                                           3,075,495               2,718,238
       Provision for credit losses                                                83,000                 171,000
                                                                               ---------               ---------
         Net interest income after provision for credit losses                 2,992,495               2,547,238
                                                                               ---------               ---------
Other income
------------
       Service charges on deposit accounts                                       329,184                 322,340
       Other service charges and fees                                             80,069                 101,868
       Other income                                                               50,742                  37,917
                                                                               ---------               ---------
         Total other income                                                      459,995                 462,125
                                                                               ---------               ---------
Other expenses
--------------
       Salaries and employee benefits                                          1,049,561                 930,294
       Occupancy expense                                                         236,254                 229,013
       Net realized losses on sales of securities available for sale               1,781                       0
       Other expenses                                                            453,916                 426,378
                                                                               ---------               ---------
         Total other expenses                                                  1,741,512               1,585,685
                                                                               ---------               ---------
Income before income taxes                                                     1,710,978               1,423,678
Income tax expense                                                               501,000                 426,000
                                                                               ---------               ---------
Net income
----------                                                                    $1,209,978              $  997,678
                                                                               =========               =========
Net income per share of common stock                                               $1.58                   $1.30
                                                                                    ====                    ====
Average shares outstanding                                                       768,000                 768,000
                                                                                 =======                 =======
</TABLE>
The accompanying notes are an integral part of these financial statements.



                                    2<PAGE>
              PINNACLE FINANCIAL CORPORATION & SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                               (Unaudited)
<TABLE>
<CAPTION>
                                                                                March 31,      March 31,
                                                                                  1997            1996

<S>                                                                            <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income                                                                     $1,209,978        $997,678
Adjustments to reconcile net income to net
       Cash provided by operating activities:
         Depreciation and amortization                                            104,178          99,485
         Provision for credit losses                                               83,000         171,000
         Deferred income taxes                                                      ----            ----
         Net realized losses on securities available for sale                      (1,781)              0
         Increase in accrued interest and other assets                            (33,924)        (252,135)
         Increase (Decrease) in accrued expenses and other liabilities             26,966          283,977
                                                                                ---------        ---------
         Total adjustments                                                        178,439          302,327
                                                                                ---------        ---------

Net cash provided by operating activities                                       1,388,417        1,300,005
                                                                                ---------        ---------
Cash flows from investing activities
Net (increase) decrease in federal funds sold                                  (1,449,784)       3,648,719
Purchase of securities available for sale                                      (7,938,972)     (11,452,559)
Proceeds from sales of securities available for sale                                    0                0
Proceeds from maturities of securities available for sale                       8,162,525        6,278,568
Net increase in loans                                                          (2,012,350)      (2,656,692)
Purchases of premises and equipment                                            (1,065,451)         (48,520)
                                                                                ---------        ---------

Net cash used by investing activities                                          (4,304,032)      (4,230,484)

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in non-interest bearing demand deposits,
       Savings and NOW deposit accounts                                         4,337,445         (823,722)
Net increase in time deposits                                                     756,010        5,166,816
Net decrease in federal funds purchased                                          (110,000)               0
Dividends paid                                                                   (345,600)        (322,560)
                                                                                ---------        ---------

Net cash provided by financing activities                                       4,637,855        4,020,534

Net increase in cash and due from banks                                         1,722,240        1,090,055
Cash and cash equivalents at January 1                                          7,025,730        6,079,376
                                                                                ---------        ---------

Cash and cash equivalents at March 31                                          $8,747,970       $7,169,431
                                                                                =========        =========

Interest paid                                                                  $1,808,566       $1,831,633
                                                                                =========        =========

Income taxes paid                                                                   $   0           $    0
                                                                                    =====           ======
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                    3
<PAGE>
             PINNACLE FINANCIAL CORPORATION AND SUBSIDIARIES
           NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996

(1)  BASIS OF PRESENTATION

     The consolidated financial statements include the accounts
of Pinnacle Financial Corporation (the Company) and its wholly-
owned commercial bank subsidiaries, Pinnacle Bank, National
Association (formerly First National Bank in Elberton) and Pinnacle
Bank (formerly Tri-County Bank of Royston).  The name change
was effective April 4, 1997 in preparation for the merger of the
two bank subsidiaries with a proposed consummation date of
December 31, 1997.  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. 
The results of operations for the three month period ended March 31,
1997 are not necessarily indicative of the results which may
be expected for the entire year.

(2)  INVESTMENT SECURITIES

     As of December 31, 1994, the Company adopted FAS No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities".  All investment securities are classified as
available-for-sale and are recorded at their estimated fair
market values in accordance with the provision of FAS No. 115. 
From time to time, the Company may decide to sell certain
securities prior to maturity for liquidity, tax planning and
other valid business purposes.  Gains and losses are determined
using the specific identification method when securities are
sold.

(3)  INCOME TAXES

     Deferred income taxes are recorded as required by FAS No.
109, "Accounting for Income Taxes", using the liability method
under which deferred tax assets and liabilities are determined
based on the differences between the financial accounting and tax
basis of assets and liabilities.

(4)  ACCOUNTING FOR IMPAIRED LOANS

     FAS 114, "Accounting by Creditors for Impairment of a Loan"
was adopted as of January 1, 1995 as required.  Loans having
carrying values of $2.7 million as of March 31, 1997 have been
recognized as impaired in conformity with FAS 114.  The total
allowance for credit losses related to the impaired loans was
$338,000.  For impairment recognized in conformity with FAS 114,
the entire change in the present value of expected cash flows is
reported as bad debt expense in the same manner in which the
initial impairment was recognized or as a reduction in the amount
of bad debt expense that otherwise would be reported.  Included
in the impaired loan totals above are three loans with balances
totaling $2.0 million which paid out on May 7, 1997.  The company
has recognized specific allowances in prior periods for each of
these loans based on previous methodology for calculating its
allowance for credit losses.


                                    4
<PAGE>
ITEM 2.   MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL 
          CONDITION AND RESULTS OF OPERATIONS

          Management's Discussion and Analysis of Financial
Condition and Results of Operations of Pinnacle analyses the
major elements of Pinnacle's consolidated balance sheets and
statements of income.  This section reflects the results of its
two subsidiary banks, Pinnacle Bank, National Association (formerly
First National Bank in Elberton) and Pinnacle Bank (formerly
Tri-County Bank of Royston).  The name change was effective
April 4, 1997 in preparation for the merger of the two bank
subsidiaries with a proposed consummation date of December 31,
1997.

          Pinnacle continues to weigh the merits of additional
business combinations while maintaining a focus on its general
mission to responsibly serve the needs of its customers and
communities and to enhance profit potential and shareholder
value.

          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.


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
and the investment securities portfolio.  At March 31, 1997,
10.8% of the investment securities portfolio had maturity dates
within the next year and an additional 77.9% matures within the
next 5 years.  During the first three months of 1997, federal
funds sold averaged $3.9 million thereby providing sufficient
funds to meet immediate needs.  Other sources of liquidity are
payments on commercial and installment loans and repayment of
maturing single payment loans.  Also, Pinnacle retains
relationships with four correspondent banks which could provide
funds to it on short term notice, if needed.  Presently, Pinnacle
has arrangements with commercial banks for short term unsecured
advances up to $9.8 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 March 31,
1997, liquidity ratios were: Pinnacle 42.1%, Pinnacle Bank,
National Association 48.2% and Pinnacle Bank 32.5%.

                                    5<PAGE>
          Yields on interest bearing assets averaged 8.7% for the
current quarter compared to 8.6% for the same period the year
before.  Total interest bearing assets increased by $15.4 million
or 7.3% for the current period when compared with the quarter
ended March 31, 1996.  Average net loans increased $11.6 million
or 9.5% in the three months ended March 31, 1997 from the same
1996 period, primarily as a result of loans made in the new
offices at Hartwell and Lavonia and a healthy economy in
Northeast Georgia.  Average net loans during the quarter for
Pinnacle Bank, National Association were $71.8 million while
Pinnacle Bank's average net loans were $60.3 million.

          Only minor changes occurred in other real estate owned
during the first three months of 1997, resulting in $425,000 held
at March 31, 1997 compared to $492,000 at December 31, 1996. 
Non-performing loans totaled $291,000 as of March 31, 1997
representing .2% of total loans at March 31, 1997 compared to
$235,000 at December 31, 1996, which represented .2% of total
loans at that date.  Accrued interest as of March 31, 1997 on
non-performing loans totaled $23,000 which is not reported as
income.  Non-performing loans at March 31, 1997 are classified
as: real estate, $216,000; other collateralized loans, $67,000;
and unsecured, $8,000.

          Pinnacle continues to maintain a concentration of core
deposits from an established customer base which provides a
stable funding source.  Deposits increased $5.1 million to $206
million at March 31, 1997 from $200.9 million at December 31,
1996, due primarily to deposits at the new offices in Hartwell
and Lavonia and normal growth and continued economic expansion in
Northeast Georgia.  Non-interest bearing deposits increased $1.8
million to $34.3 million compared to December 31, 1996 balance of
$32.5 million.  Interest bearing deposits increased $3.3 million
for the three months ended March 31, 1997.

          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 three months of 1997 from December 31, 1996 levels by $3.2
million and investment securities decreased $808,000 from
December 31, 1996 levels.  This reflected managements ability to
maximize interest income by investing in loans with higher yields
than federal funds or other customary investments.  

          Shareholders' equity increased $278,000 to $33.5
million at March 31, 1997 from $33.2 million at December 31,
1996.  Earnings retained during the three months amounted to
$864,000 and equity was decreased $587,000 as a result of a
decline in net unrealized gains during the first three months due
to a decline in values in the bond market.  FAS 115 which was
adopted on December 31, 1994 requires that unrealized
gains/losses on certain marketable securities be recorded in
shareholder's equity.

          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 14.1% during the first three months
of 1997, compared to 13.7% for the year which ended December 31,
1996.

                                    6
<PAGE>
          Management is not aware of any known trends, events or
uncertainties that are reasonably likely to have a material
effect on the registrants liquidity, capital resources, or
results of operation.  Pinnacle is not aware of any current
recommendations by the regulatory authorities which, if they were
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 management
reasonably expects will materially impact future operational
trends.


Results of Operations
---------------------

          Pinnacle's operational results primarily depend on the
earnings of the banks.  Their earnings depend to a large degree
on net interest income, which is the difference between the
interest income received from investments (such as loans,
investment securities, federal funds sold, etc.) and the interest
expense which is paid on deposit liabilities.

          Net interest income in the three months ended March 31,
1997 increased 13.1% as a result of increased loan volume
creating favorable rate spreads and management's ability to match
rate sensitive assets with rate sensitive liabilities in such a
way that net interest margins have increased from the same period
the prior year.  As a result of increased deposits, interest
expense increased $64,000 or 3.6% while interest income increased
$421,000 or 9.4% in the three months ended March 31, 1997
compared to the same period the year before.

          The provision for possible loan losses is the charge to
operating expenses that management believes is necessary to fund
the reserve for possible 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 $83,000 for loan
losses in the three months ended March 31, 1997 and $171,000 for
the same period in 1996.  Pinnacle experienced loan charge-offs
in the three months ended March 31, 1997 of $49,000 compared to
$312,000 in the same period in 1996.  The allowance for loan
losses increased $56,000 to $1.9 million at March 31, 1997
compared to $1.8 million at March 31, 1996.  Pinnacle's allowance
for loan losses represents 1.4% of total loans outstanding at
March 31, 1997.  Its net charge-offs were $40,000 during the
three months ended March 31, 1997 and $289,000 during the same
period in 1996.  

          Other operating expenses for Pinnacle increased by
$157,000 to $1.7 million during the three months ended March 31,
1997 compared to $1.6 million during the same period in 1996 as a
result of increases in salaries and employee benefits associated
with the new offices in Hartwell and Lavonia.

          Pinnacle's income tax expense increased $75,000 for the
quarter compared to the same period in the previous year due
primarily to increased taxable income.  The effective income tax
rate during the quarter of 29.3% is an decrease of .6% from the
same quarter in 1996.

          Results of operations can be measured by various ratio
analyses.  Two widely recognized performance indicators are

                                    7<PAGE>
return on average equity and return on average assets.  Net
income during the three months ended March 31, 1997 was $1.2
million and represents annualized returns of 14.4% on average
shareholders' equity and 2.0% on average assets.  Comparable
amounts during the same period of 1996 were $1.0 million, 12.9%
and 1.9%, respectively.  As detailed in previous paragraphs, the
increase in net income of $212,000 was primarily due to the
increase in net interest margin and the decrease in allowance for
loan losses.

          Dividends declared during the first three months of
1997 increased $.03 per share to $.45 from $.42 per share during
the same period of 1996.

                               8<PAGE>
The following tables present Pinnacle's Regulatory capital
position at March 31, 1997:

                (Rounded to the nearest thousand)
<TABLE>
<CAPTION>
<S>                                                                 <C>                     <C>
Total Risk Adjusted Assets                                          $143,929

Risk Based Capital Ratios:

TIER 1 CAPITAL
     Common stock                                                      $7,680                 5.34%
     Surplus                                                            7,280                 5.06%
     Retained Earnings                                                 18,584                12.91%
        Less: Goodwill                                                      0                 0.00%
                                                                      -------                ------
     Total Tier 1 capital                                              33,544                23.31%
     Tier 1 minimum requirement                                         5,757                 4.00%
                                                                      -------                ------
     Excess (shortfall)                                              $ 27,787                19.31%
                                                                      =======                ======

TIER 2 CAPITAL
     Tier 1 from above                                               $33,544                 23.31%
     Subordinated Debentures                                               0                  0.00%
     Allowance for loan losses, limited to 1.25%
        of risk weighted assets                                        1,799                  1.25%
                                                                     -------                 -----
     Total Tier 2 capital                                             35,343                 24.56%
     Tier 2 minimum requirement                                       11,514                  8.00%
                                                                     -------                 ------
     Excess (shortfall)                                              $23,829                 16.56%
                                                                     =======                 ======
LEVERAGE RATIO
     Tier 1 capital                                                  $33,544                13.93%
     Minimum requirement                                               7,222                 3.00%
                                                                     -------                ------
     Excess (shortfall)                                              $26,322                10.93%
                                                                     =======                ======

Average total assets, net of goodwill                               $240,750
                                                                    ========
</TABLE>



                                    9
<PAGE>
                     PINNACLE FINANCIAL CORPORATION

                                 PART II


ITEM 2.  LEGAL PROCEEDINGS

          Pinnacle is not aware of any material pending legal proceedings
to which Pinnacle or any of its subsidiaries is a party or to which any
of their property is subject.


ITEM 3.  CHANGES IN SECURITIES

          None.


ITEM 4.  DEFAULTS UPON SENIOR SECURITIES

          None.


ITEM 5.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          On March 18, 1997 the Registrant held its annual meeting of
Shareholders where the following directors were elected at the meeting
for one year terms:

          L. Jackson McConnell               James E. Purcell
          Lint W. Eberhardt                  Maurice Bond
          C. Lewis Shurbutt                  Steve Williams
          Robert H. Hardy                    H. Thomas Brown
          Charles Bradshaw

          645,838 Shares (84%) were cast in favor of the directors. 
There were no shares cast against any of the directors or broker non-
votes cast. 

ITEM 6.  OTHER INFORMATION

          None.


ITEM 7.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits - Exhibit 27 - Financial Data Schedule (for SEC use only)
         (b) Reports on Form 8-K - None

<PAGE>
                                SIGNATURES



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


                      PINNACLE FINANCIAL CORPORATION


Date: May 12, 1997       By: /s/ L. Jackson McConnell
      ------------           ------------------------
                                 L. Jackson McConnell
                          Chairman and Chief Executive Officer
                      (Principal Executive and Financial Officer)


                                    11