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 THE QUARTERLY PERIOD ENDED SEPTEMBER 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 OCTOBER 31, 2000 THERE WERE 768,000 SHARES OF COMMON STOCK OUTSTANDING.
  -----------------------------------------------------------------------------


<PAGE>


                         PINNACLE FINANCIAL CORPORATION


                                      INDEX

                                                                        PAGE NO.
PART I -  FINANCIAL INFORMATION

Financial Statements

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

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

         Consolidated Statements of Income for the Nine
           Months ended September 30, 2000 and 1999                        3

         Consolidated Statements of Cash Flows for the
           Nine Months Ended September 30, 2000 and 1999                   4

Management's Discussion and Analysis or Plan of Operation                  6


PART II - OTHER INFORMATION                                                13


SIGNATURES                                                                 14



                                        i


<PAGE>






                         PINNACLE FINANCIAL CORPORATION

                         PART I - FINANCIAL INFORMATION

                              FINANCIAL STATEMENTS





                                       ii


<PAGE>

                   PINNACLE FINANCIAL CORPORATION & SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                SEPTEMBER 30,          DECEMBER 31,
                                                                                     2000                  1999
<S>                                                                             <C>                  <C>
ASSETS
------
      Cash and due from banks                                                   $   8,960,688        $   9,418,050
      Federal funds sold                                                              310,000              430,000

      Securities available for sale                                                84,306,931           95,100,720

      Loans, net of allowance for loan losses
         of $2,276,660 and $2,113,735, respectively                               166,357,955          154,270,583

      Premises and equipment                                                        8,296,313            8,145,809
      Accrued interest receivable                                                   2,507,980            2,678,597
      Other assets                                                                  4,894,562            3,033,386
                                                                                 ------------         ------------


      TOTAL ASSETS                                                              $ 275,634,429        $ 273,077,145
                                                                                 ============         ============


LIABILITIES

       Noninterest-bearing deposits                                             $  44,477,334        $  41,717,909
       Interest-bearing deposits                                                  175,443,863          176,626,532
                                                                                 ------------         ------------

           Total deposits                                                         219,921,197          218,344,441

       Borrowings                                                                  10,700,000           10,500,000
       Accrued interest and other liabilities                                       4,140,320            5,771,902
                                                                                 ------------         ------------

           Total liabilities                                                      234,761,517          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                                                            6,717,967           25,060,148
       Accumulated other comprehensive income                                        (805,055)          (1,559,346)
                                                                                 ------------         ------------

           Total shareholders' equity                                              40,872,912           38,460,802
                                                                                 ------------         ------------
         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                             $ 275,634,429          273,077,145
                                                                                 ============         ============
</TABLE>


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                       1

<PAGE>
                   PINNACLE FINANCIAL CORPORATION & SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                              THREE MONTHS            THREE MONTHS
                                                                                 ENDED                   ENDED
                                                                              SEPTEMBER 30,           SEPTEMBER 30,
                                                                                  2000                    1999
<S>                                                                            <C>                      <C>
INTEREST INCOME
---------------
       Loans, including fees                                                   $ 4,283,749              $ 3,672,412
       Securities available for sale                                             1,313,093                1,490,846
       Federal funds sold and other                                                 32,978                   36,135
                                                                                ----------               ----------

          Total interest income                                                  5,629,820                5,199,393
                                                                                ----------               ----------

INTEREST EXPENSE
----------------
       Deposits                                                                  2,075,653                1,836,740
       Borrowings                                                                  224,631                    3,618
                                                                                ----------               ----------

          Total interest expense                                                 2,300,284                1,840,358
                                                                                ----------               ----------

NET INTEREST INCOME                                                              3,329,536                3,359,035
       Provision for loan losses                                                    90,000                   75,000
                                                                                ----------               ----------

          Net interest income after provision for loan losses                    3,239,536                3,284,035
                                                                                ----------               ----------

OTHER INCOME
------------
       Service charges on deposit accounts                                         328,042                  325,355
       Other service charges and fees                                              160,322                  190,593
       Net realized gains on sales of securities available for sale                      0                    3,864
         Other income                                                               63,071                   61,282
                                                                                ----------               ----------

          Total other income                                                       551,435                  581,094
                                                                                ----------               ----------

OTHER EXPENSES
--------------
       Salaries and employee benefits                                            1,163,118                1,128,751
       Occupancy expense                                                           317,426                  314,232
       Net realized losses on sales of securities available for sale               389,621                        0
       Other expenses                                                              493,116                  473,461
                                                                                ----------               ----------

          Total other expenses                                                   2,363,281                1,916,444
                                                                                ----------               ----------

Income before income taxes                                                       1,427,690                1,948,685
Income tax expense                                                                 433,500                  596,000
                                                                                ----------               ----------

NET INCOME                                                                     $   994,190              $ 1,352,685
                                                                                ----------               ----------

Net income per share of common stock                                           $      1.29              $      1.76
                                                                                ----------               ----------

Average shares outstanding                                                         768,000                  768,000
                                                                                ----------               ----------
</TABLE>

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

                                       2
<PAGE>
                   PINNACLE FINANCIAL CORPORATION & SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  YTD                     YTD
                                                                              SEPTEMBER 30,           SEPTEMBER 30,
                                                                                  2000                   1999
<S>                                                                            <C>                    <C>
INTEREST INCOME
---------------
     Loans, including fees                                                     $12,403,644            $10,718,228
     Securities available for sale                                               4,142,563              4,344,211
     Federal funds sold and other                                                   72,936                209,578
                                                                                ----------             ----------

          Total interest income                                                 16,619,143             15,272,017
                                                                                ----------             ----------

INTEREST EXPENSE
----------------
     Deposits                                                                    6,056,634              5,571,109
       Borrowings                                                                  474,371                  3,618
                                                                                ----------             ----------

          Total interest expense                                                 6,531,005              5,574,727
                                                                                ----------             ----------

NET INTEREST INCOME                                                             10,088,138              9,697,290
     Provision for loan losses                                                     270,000                225,000
                                                                                ----------             ----------

          Net interest income after provision for loan losses                    9,818,138              9,472,290
                                                                                ----------             ----------

OTHER INCOME
------------
     Service charges on deposit accounts                                           993,860                994,133
     Other service charges and fees                                                472,711                639,318
     Net realized gains on sales of securities available for sale                        0                      0
     Other income                                                                  171,171                167,763
                                                                                ----------             ----------

          Total other income                                                     1,637,742              1,801,214
                                                                                ----------             ----------

OTHER EXPENSES
--------------
     Salaries and employee benefits                                              3,908,411              3,438,570
     Occupancy expense                                                             951,931                882,078
     Net realized losses on sales of securities available for sale                 420,297                  2,105
       Other expenses                                                            1,703,522              1,394,499
                                                                                ----------             ----------

          Total other expenses                                                   6,984,161              5,717,252
                                                                                ----------             ----------

Income before income taxes                                                       4,471,719              5,556,252
Income tax expense                                                               1,431,500              1,734,000
                                                                                ----------             ----------

NET INCOME                                                                     $ 3,040,219            $ 3,822,252
                                                                                ==========             ==========

Net income per share of common stock                                           $      3.96            $      4.98
                                                                                ==========             ==========

Average shares outstanding                                                         768,000                768,000
                                                                                ==========             ==========
</TABLE>

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

                                       3
<PAGE>

                   PINNACLE FINANCIAL CORPORATION & SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   SEPTEMBER 30,      SEPTEMBER 30,
                                                                                       2000               1999
<S>                                                                                  <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES

Net income                                                                           $ 3,040,219       $ 3,822,252
                                                                                      ----------        ----------
Adjustments to reconcile net income to net
     Cash provided by operating activities:
         Depreciation and amortization                                                   455,258           469,819
         Provision for loan losses                                                       270,000           225,000
         Net realized (gains) losses on securities available for sale                    420,297             2,105
         Net change in accrued interest and other assets                              (1,690,559)       (1,154,065)
         Net change in accrued expenses and other liabilities                         (1,631,582)          (92,133)
                                                                                      ----------        ----------
         Total adjustments                                                            (2,176,586)         (549,274)
                                                                                      ----------        ----------

Net cash provided by operating activities                                                863,633         3,272,978
                                                                                      ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available for sale                                            (11,974,541)      (35,742,875)
Proceeds from sales of securities available for sale                                  19,252,275         3,025,625
Proceeds from maturities, prepayments, and calls
     of securities available for sale                                                  3,850,059        22,124,190
Net change in loans                                                                  (12,357,382)       (6,553,038)
Purchases of premises and equipment                                                     (605,762)          (80,276)
                                                                                      ----------        ----------

Net cash used by investing activities                                                 (1,835,351)      (17,226,374)
                                                                                      ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits                                                                 1,576,756         4,169,560
Repayment of  borrowings                                                             (28,850,000)        3,210,000
Proceeds from borrowings                                                              29,050,000                 0
Cash dividends paid                                                                   (1,382,400)       (1,267,200)
                                                                                      ----------        ----------

Net cash provided by financing activities                                                394,356         6,112,360
                                                                                      ----------        ----------

Net change in cash and cash equivalents                                                 (577,362)       (7,841,036)
Cash and cash equivalents at January 1                                                 9,848,050        17,233,914
                                                                                      ----------        ----------

Cash and cash equivalents at September 30                                            $ 9,270,688       $ 9,392,878
                                                                                      ==========        ==========

Interest paid                                                                        $ 6,303,441       $ 5,372,360
                                                                                      ==========        ==========

Income taxes paid                                                                    $ 1,610,492       $ 1,702,635
                                                                                      ==========        ==========
</TABLE>

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


                                       4
<PAGE>

                  PINNACLE FINANCIAL CORPORATION AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 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 reclassifications have been made to the prior year presentation
to conform to the current  year.  The results of operations  for the  nine-month
period ended  September 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
$3,734,000 as of September 30, 2000 have been recognized as impaired.  The total
allowance for loan losses related to these impaired loans is $890,000.


                                        5
<PAGE>

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")  provides  information  regarding
Pinnacle's  financial  condition  as of  September  30,  2000 and its results of
operations for the three and nine months ended  September 30, 2000 in comparison
with the same periods  ended  September 30, 1999.  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, and material unforeseen  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)  and the investment  securities  portfolio.  At
September 30, 2000,  2.3% of the  investment  securities  portfolio had maturity
dates within the next year and an  additional  65.2%  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


                                        6


<PAGE>

installment  loans and repayment of maturing single payment loans.  The Bank has
short  term  borrowing  relationships  with two  correspondent  banks that could
provide  up to $22.0  million  of  Federal  Funds  Purchased  on  short  notice.
Additionally,  the Bank has  established  a membership  in the Federal Home Loan
Bank of Atlanta  (the  "FHLB")  and has granted a blanket  floating  lien on its
mortgage portfolio that collateralizes either short term or long term borrowings
up to 15% of assets  (approximately $41 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 September 30, 2000, the
liquidity ratio for Pinnacle was 30.1%.

         Management  continues to give priority to the importance of maintaining
high levels of assets with interest rate sensitivity.  Cash and cash equivalents
decreased  during the first nine months of 2000 from December 31, 1999 levels by
$.6 million while  securities  available for sale  decreased by $10.8 million or
11.4%  during the same time  period.  The  average  balance in these  investment
securities  decreased by $7.1  million in the current year  compared to the nine
months ended  September  30,  1999.  The average  balance of Federal  Funds sold
during the first nine months of 2000 and 1999 was $1.4 million and $5.6 million,
respectively.  The decline in investments  and Federal Funds sold reflects their
use to meet  increased  loan demand in the first half of the year and a security
restructuring  transaction  in the  third  quarter  of  2000.  This  transaction
involved  the  sale  of  $9.8  million  of   securities  at  a  pretax  loss  of
approximately  $390,000.  The proceeds were used to purchase  approximately $4.1
million of longer  term,  higher  yielding  securities  and to repay  short term
borrowings of the Bank.

         Total interest-earning assets increased by $1.2 million or 0.5% for the
current period when compared with December 31, 1999. Average net loans increased
$20.4 million  (14.3%) to $163.3 million in the nine months ended  September 30,
2000 from the same 1999 period.  This increase reflects continued growth in loan
demand in the second half of 1999 and the first half of 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 to $2.3 million from $2.1 million at September 30, 2000 and
December 31, 1999. The Bank experienced loan charge-offs of $290,000 in the nine
months ended September 30, 2000 compared to $262,000 in the same period of 1999.
Net  charge-offs  amounted to $107,000 for the nine months ended  September  30,
2000  compared to $123,000 for the nine months  ended  September  30, 1999.  The
allowance  for  loan  losses  represents  1.4% of  total  loans  outstanding  at
September 30, 2000.

         The balance of other real estate owned  (included in other  assets) has
increased by $268,000 to $443,000  from  December 31, 1999 to September 30, 2000
as the  result  of  foreclosing  on  seven  properties  and  disposing  of  four
properties in the period. The accrual of interest has been discontinued on loans

                                       7
<PAGE>

totaling  $3,063,000  as of  September  30,  2000,  representing  1.8% of loans,
compared  to  $49,000  at  December  31,  1999.  This  significant  increase  in
nonperforming assets is the result of one large commercial  relationship that is
experiencing  operating  problems.  Management  does not  believe  the  increase
represents a trend in the entire portfolio. Unrecorded income on these loans for
the nine months ended September 30, 2000 was approximately $43,000.  Non-accrual
loans at September  30, 2000 are  classified  as: real estate,  $2,970,000,  and
secured by other collateral, $93,000.

         Pinnacle continues to maintain a concentration of core deposits from an
established  customer  base which  provides a stable  funding  source.  Deposits
increased  $1.6  million to $219.9  million at  September  30,  2000 from $218.3
million at December  31, 1999,  due  primarily  to normal  growth.  Non-interest
bearing  deposits  increased $2.8 million to $44.5 million from $41.7 million at
December 31, 1999 while interest-bearing deposits decreased $1.2 million for the
nine months ended September 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 and to  leverage  its  existing
capital.  The Bank repaid all $7.5 million of the short term FHLB  advances that
existed as of December  31, 1999 ($3 million of the  borrowings  were long term)
and subsequently  increased its borrowings as needed by $7.7 million,  primarily
to fund loan  growth.  As part of the  third  quarter  securities  restructuring
transaction  mentioned  above,  the Bank  extended  the  maturity of some of its
borrowings so that a total of $6 million of FHLB advances now have a maturity of
one year or greater. Pinnacle had no federal funds purchased as of September 30,
2000 but averaged  approximately  $665,000 outstanding in such borrowings during
the first nine  months of 2000.  The Bank  anticipates  increasing  use of these
sources of funds in an  attempt to enhance  its  earnings  while  continuing  to
monitor the  maturities  and interest rate risk of  interest-bearing  assets and
liabilities.

         Shareholders'  equity  increased to $40.9 million at September 30, 2000
from $38.5 million at December 31, 1999. Net earnings  retained  during the nine
months amounted to $1.7 million while equity increased $754,000 as a result of a
decrease in net unrealized losses on securities  available for sale. Much of the
decrease  in the  unrealized  loss is a result of the loss  recognized  upon the
securities  restructuring mentioned above. Dividends declared and paid increased
by $115,200,  from $1.65 per share to $1.80 per share, for the first nine 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).  Pinnacle  maintained a level of capital, as measured by
its  average  equity to average  assets  ratio,  of 14.2%  during the first nine
months of 2000, compared to 15.3% for the year which ended December 31, 1999.

                                       8
<PAGE>

         Management is not aware of any 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
management reasonably expects will materially impact future operational trends.

RESULTS OF OPERATIONS (for the three month period ended September 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 $430,000 from
the same  quarter in 1999 as an  increase  in average  yields  from 8.6% to 8.8%
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 three months ended
September  30, 2000 as compared  to the same  period in 1999.  Interest  expense
increased  by $460,000  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 third
quarters of 2000 and 1999 were 3.9% and 3.1%,  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 September 30, 2000 decreased  $29,000,
or 0.1% as  compared  to the  same  period  for the  previous  year.  Management
continues  to  attempt  to match  rate  sensitive  assets  with  rate  sensitive
liabilities  in such a way that net interest  margins have remained  stable 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  September  30,  2000  and  1999,  respectively.  The  increased
provision  in 2000 is largely the result of the  increase in the loan  portfolio
during the period.

         Other  income  declined  by  $30,000  during  the  three  months  ended
September  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 September 30,
2000 increased $447,000 from the same period in the previous year. Approximately
$390,000 of the  increase  resulted  from the  nonrecurring  loss on the sale of
securities  from  the  security   restructuring   mentioned   previously.   This
restructuring  allowed the Bank to  increase  its future  operating  earnings by
disposing of  underperforming  assets and increasing the yield on the investment

                                       9
<PAGE>

portfolio.  The  transaction  resulted from  management's  regular review of its
operating results,  investment opportunities,  and interest rate risk. All other
expenses  increased by $57,000,  or 3%, due to normal  increases in compensation
and related expenses, and increased maintenance expenses on the bank's buildings
and equipment.

         Pinnacle's  income  tax  expense  decreased  $163,000  for the  quarter
compared to the same period in the  previous  year due  primarily  to  decreased
taxable income as a result of the  securities  restructuring  transaction  and a
decrease in the effective  income tax rate during the quarter from 30.6% in 1999
to 30.4% in 2000.

         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 September 30, 2000
was  $1.0  million  and  represents   annualized  returns  of  9.9%  on  average
shareholders'  equity and 1.4% on average assets. These measures would have been
$1.3  million,  12.6%,  and 1.8%,  respectively,  without the loss on investment
securities. Comparable amounts during the same period of 1999 were $1.4 million,
13.2%, and 2.0%, respectively.

RESULTS OF OPERATIONS  (for the nine month period ended September 30, 2000)
---------------------

         Interest  income on interest  bearing  assets for the nine months ended
September  30, 2000  increased by $1.3 million from the same period in 1999.  An
increase in average  yield from 8.3% to 8.6%,  reflecting a general  increase in
interest  rates,  combined  with the  increase  in  average  loans  outstanding,
provided this increased income.  Interest expense increased by $956,000 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 nine months ended September 30, 2000 and 1999 were
3.7% and 3.3%,  respectively.  Net interest  income,  before  provision for loan
losses,  in the nine months ended  September  30, 2000  increased by $391,000 or
4.0% as compared to the same period for the previous year.

         The  provision  for loan  losses and its  purpose is  explained  above.
Pinnacle provided $270,000 for losses in the period ended September 30, 2000 and
$225,000 in the period ended September 30, 1999.

         Other income  during the nine months ended  September 30, 2000 declined
by $163,000  from the same period in 1999.  This  decrease  is  attributable  to
decreased  revenues on the  origination of mortgage loans  resulting from higher
interest rates in the year 2000.

         Other  operating  expenses  during the nine months ended  September 30,
2000  increased  $1.3  million to $7.0  million  from $5.7  million for the same
period in the previous year. The majority of the increase in operating  expenses
reflects  three  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.  Pinnacle  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 result in charges to the established liability account and do not

                                       10
<PAGE>

have an  impact on  future  earnings.  The  second  charge  is the  result of an
unfavorable  ruling in a lawsuit disclosed in previous filings and later in this
report.  The court granted Capital Resource Funding ("CRF") a motion for summary
judgement on its claim  regarding  unlawful  conversion of assets.  In May 2000,
Pinnacle  reached an agreement  with CRF and paid a settlement of  approximately
$325,000.  Finally,  the Bank restructured its investment portfolio in the third
quarter to sale  underperforming  assets,  invest in higher yielding  investment
securities,  and  decrease  its  reliance on short term debt.  This  transaction
resulted  in  a  loss  of  approximately  $390,000.   These  three  transactions
cumulatively  increased other expenses by $952,000.  Other increases in expenses
during the period  amounted to  approximately  $315,000,  or 5.5%,  and included
normal increases in compensation and related expenses,  and increased  occupancy
expenses (especially equipment and property maintenance).

         Pinnacle's  income tax expense  decreased  $303,000 for the nine months
ended  September  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 32.0% is an increase of 0.8% from the effective rate of 31.2% in 1999.

         Net income  during the nine months  ended  September  30, 2000 was $3.0
million  and  represents  annualized  returns of 10.2% on average  shareholders'
equity and 1.45% on average assets. Comparable amounts during the same period of
1999 were $3.8 million,  12.5% and 1.9%,  respectively.  As indicated above, net
income decreased  primarily due to increased  operating expenses caused in large
part by three separate  nonrecurring  items,  while the operating ratios reflect
the decreased earnings compared to a slightly larger asset base.



                                       11


<PAGE>

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

<TABLE>
<CAPTION>
                        (Rounded to the nearest thousand)

<S>                                                                  <C>                       <C>
Total Risk Adjusted Assets                                           $   190,148

Risk Based Capital Ratios:

TIER 1 CAPITAL
     Common stock                                                    $     7,680                 4.04%

     Surplus                                                               7,280                 3.83%
     Retained Earnings                                                    26,718                14.05%
       Less: Goodwill                                                          0                 0.00%
                                                                       ---------              -------
     Total Tier 1 capital                                                 41,678                21.92%
     Tier 1 minimum requirement                                            7,550                 4.00%
                                                                       ---------              -------
     Excess (shortfall)                                              $    34,128                17.92%
                                                                       =========              =======


TIER 2 CAPITAL
     Tier 1 from above                                               $    41,678                21.92%
     Subordinated Debentures                                                   0                 0.00%
     Allowance for loan losses, limited to 1.25%
       of risk weighted assets                                             2,277                 1.20%
                                                                       ---------              -------
     Total Tier 2 capital                                                 43,955                23.12%
     Tier 2 minimum requirement                                           15,100                 8.00%
                                                                       ---------              -------

     Excess (shortfall)                                                   28,855                15.12%
                                                                       =========              =======


LEVERAGE RATIO
     Tier 1 capital                                                  $    41,678                14.91%
     Minimum requirement                                                  11,183                 3.00%
                                                                       ---------              -------

     Excess (shortfall)                                              $    30,495                11.91%
                                                                       =========              =======

Average total assets, net of goodwill                                $   279,585
                                                                       =========
</TABLE>


                                       12


<PAGE>

                         PINNACLE FINANCIAL CORPORATION

                                     PART II

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. Legal costs were expensed as incurred.

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


                                       13


<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: NOVEMBER 10, 2000             By: /s/ L. JACKSON MCCONNELL
      -----------------                 ----------------------------------------
                                            L. Jackson McConnell
                                            Chairman and Chief Executive Officer
                                            (Principal Executive Officer)

Date: NOVEMBER 10, 2000             By: /s/ LINT W. EBERHARDT
      -----------------                 ----------------------------------------
                                            Lint W. Eberhardt
                                            President