<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 JUNE 30, 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
   incorporation or organization        Identification Number)

   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, 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 Statements of Financial Position at
                 June 30, 1997 and December 31, 1996                       1

                 Consolidated Statements of Income for the Three
                 Months ended June 30, 1997 and 1996                       2

                 Consolidated Statements of Income for the Six
                 Months ended June 30, 1997 and 1996                       3

                 Consolidated Statements of Cash Flows for the 
                 Six Months Ended June 30, 1997 and 1996                   4

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


PART II -        OTHER INFORMATION                                         12


                              I<PAGE>
                     PINNACLE FINANCIAL CORPORATION

                      PART I - FINANCIAL INFORMATION

                      Item 1.   Financial Statements


                                    II
<PAGE>
          PINNACLE FINANCIAL CORPORATION & SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
               JUNE 30, 1997 AND DECEMBER 31, 1996
                           (Unaudited)
<TABLE>
<CAPTION>
                                                                              June 30,          December 31,
                                                                                1997                1996
                                                                              --------           -----------
<S>                                                                        <C>                <C>
Assets
-------
       Cash and due from banks                                               $9,466,575         $7,025,730
       Federal funds sold                                                       721,661            661,972

       Securities available for sale                                         86,714,315         87,148,507

       Loans, net of allowance for credit losses
         of $1,956,912 and $1,842,152, respectively                         136,743,935        131,392,264

       Premises and equipment                                                 7,272,157          5,558,659
       Accrued interest receivable                                            2,634,275          2,864,465
       Foreclosed real estate                                                   370,971            491,859
       Other assets                                                           1,347,052          1,354,405
                                                                            -----------        -----------
         Total assets                                                      $245,270,941       $236,497,861
                                                                            ===========        ===========

Liabilities
-----------
       Demand deposits                                                      $36,217,348        $32,507,926
       Savings and NOW deposits                                              60,357,993         60,903,412
       Other time deposits                                                  110,901,086        107,460,818
                                                                            -----------        -----------
         Total deposits                                                     207,476,427        200,872,156

       Federal funds purchased                                                  770,000            110,000
       Accrued interest and other liabilities                                 2,138,800          2,249,414
                                                                            -----------        -----------
         Total liabilities                                                  210,385,227        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                                                     19,563,763         17,830,536
       Net unrealized appreciation on securities available for sale,
         net of taxes of $186,459 and $245,086, respectively                    361,951            475,755
                                                                            -----------        -----------
         Total shareholders' equity                                          34,885,714         33,266,291
                                                                            -----------        -----------
        Total liabilities and shareholders' equity                         $245,270,941       $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 JUNE 30, 1997 AND 1996
                               (Unaudited)
<TABLE>
<CAPTION>

                                                                         Three Months            Three Months
                                                                             Ended                   Ended
                                                                           June 30,               June 30,
                                                                             1997                    1996
<S>                                                                       <C>                    <C>
Interest income
---------------
       Loans                                                              $3,586,967             $3,243,074
       Securities available for sale                                       1,359,187              1,292,041
       Federal funds sold                                                     56,843                 58,719
                                                                           ---------              ---------
         Total interest income                                             5,002,997              4,593,834
                                                                           ---------              ---------
Interest expense
----------------
       Deposits                                                            1,878,303              1,791,444
       Fed Funds Purchased                                                     1,318                    508
                                                                           ---------              ---------
         Total interest expense                                            1,879,621              1,791,952
                                                                           ---------              ---------
Net interest income                                                        3,123,376              2,801,882
-------------------
       Provision for credit losses                                            88,000                 88,300
                                                                           ---------              ---------
         Net interest income after provision for credit losses             3,035,376              2,713,582
                                                                           ---------              ---------
Other income
------------
       Service charges on deposit accounts                                   331,496                320,048
       Other service charges and fees                                         96,153                104,012
       Net realized gains on sales of securities available for sale            2,172                  2,286
       Other income                                                           48,700                 58,003
                                                                           ---------              ---------
         Total other income                                                  478,521                484,349
                                                                           ---------              ---------
Other expenses
--------------
       Salaries and employee benefits                                      1,081,084                915,555
       Occupancy expense                                                     240,135                216,722
       Net realized losses on sales of securities available for sale           2,541                      0
       Other expenses                                                        484,170                377,302
                                                                           ---------              ---------
         Total other expenses                                              1,807,930              1,509,579
                                                                           ---------              ---------
Income before income taxes                                                 1,705,967              1,688,352
Income tax expense                                                           490,200                450,000
                                                                           ---------              ---------
Net income                                                                $1,215,767              1,238,352
----------                                                                 =========              =========
Net income per share of common stock                                           $1.58                  $1.61
                                                                                ====                   ====

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 INCOME
             FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                               (Unaudited)
<TABLE>
<CAPTION>
                                                                                YTD                      YTD
                                                                              June 30,                 June 30,
                                                                                1997                      1996
<S>                                                                          <C>                     <C>
Interest income
       Loans                                                                 $7,086,033              $6,443,401
       Securities available for sale                                          2,719,229               2,478,506
       Federal funds sold                                                       104,381                 157,283
                                                                              ---------               ---------
         Total interest income                                                9,909,643               9,079,190
                                                                              ---------               ---------
Interest expense
       Deposits                                                               3,710,302               3,558,349
       Fed Funds Purchased                                                        1,788                     721
                                                                              ---------               ---------
         Total interest expense                                               3,712,090               3,559,070
                                                                              ---------               ---------
Net interest income                                                           6,197,553               5,520,120
       Provision for credit losses                                              171,000                 259,300
                                                                              ---------               ---------
         Net interest income after provision for credit losses                6,026,553               5,260,820
                                                                              ---------               ---------
Other income
       Service charges on deposit accounts                                      660,680                 642,388
       Other service charges and fees                                           176,222                 205,880
       Net realized gains on sales of securities available for sale               2,172                   2,286
       Other income                                                              99,442                  95,920
                                                                              ---------               ---------
         Total other income                                                     938,516                 946,474
                                                                              ---------               ---------
Other expenses
       Salaries and employee benefits                                         2,130,645               1,845,849
       Occupancy expense                                                        476,389                 445,735
       Net realized losses on sales of securities available for sale              4,322                       0
       Other expenses                                                           938,086                 803,680
                                                                              ---------               ---------
         Total other expenses                                                 3,549,442               3,095,264
                                                                              ---------               ---------
Income before income taxes                                                    3,415,627               3,112,030
Income tax expense                                                              991,200                 876,000
                                                                              ---------               ---------
Net income                                                                   $2,424,427              $2,236,030
                                                                              =========               =========
Net income per share of common stock                                              $3.16                   $2.91
                                                                                   ====                    ====

Average shares outstanding                                                      768,000                 768,000
                                                                                =======                 =======
</TABLE>
   The accompanying notes are an integral part of these financial statements.




                                   3
<PAGE>
              PINNACLE FINANCIAL CORPORATION & SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                               (Unaudited)
<TABLE>
<CAPTION>
                                                                                    June 30,         June 30,
                                                                                      1997             1996
                                                                                    --------         --------
<S>                                                                                <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income                                                                         $2,424,427      $2,236,030
Adjustments to reconcile net income to net
       Cash provided by operating activities:
         Depreciation and amortization                                                208,571         198,756
         Provision for credit losses                                                  171,000         259,300
         Deferred income taxes                                                          ----           ----
         Net realized (gains) losses on securities available for sale                   4,854           2,286
(Increase) decrease in
accrued interest and other assets                                                     358,431        (602,485)
         Increase (decrease) in accrued expenses and other liabilities               (110,614)       (515,976)
                                                                                    ---------      ----------
         Total adjustments                                                            632,242        (658,119)
                                                                                    ---------      ----------
Net cash provided by operating activities                                           3,056,669       1,577,911
                                                                                    ---------      ----------
Cash flows from investing activities
Net (increase) decrease in federal funds sold                                         (59,689)      5,712,548
Purchase of securities available for sale                                         (14,496,150)    (25,029,421)
Proceeds from sales of securities available for sale                                4,731,484         500,000
Proceeds from maturities of securities available for sale                          10,578,861      15,227,907
Net increase in loans                                                              (5,351,671)     (3,828,442)
Purchases of premises and equipment                                                (1,922,069)       (337,129)
                                                                                  -----------      ----------
Net cash used by investing activities                                              (7,188,895)     (7,754,537)
                                                                                  -----------      -----------
Cash flows from financing activities
Net increase (decrease) in non-interest bearing demand deposits,
       Savings and NOW deposit accounts                                             3,164,003       4,067,045
Net increase in time deposits                                                       3,440,268       5,260,860
Net increase in federal funds purchased                                               660,000               0
Dividends paid                                                                       (691,200)       (645,120)
                                                                                  -----------      -----------
Net cash provided by financing activities                                           6,463,071       8,682,785
                                                                                  -----------      -----------
Net increase in cash and due from banks                                             2,440,845        2,506,159
Cash and cash equivalents at January 1                                              7,025,730        6,079,376
                                                                                  -----------      -----------
Cash and cash equivalents at June 30                                              $ 9,466,575      $ 8,585,535
                                                                                  ===========      ===========

Interest paid                                                                     $ 3,730,928      $ 3,704,732
                                                                                  ===========      ===========

Income taxes paid                                                                 $   902,243      $   898,258
                                                                                  ===========      ===========

</TABLE>

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


                                    4

<PAGE>
             PINNACLE FINANCIAL CORPORATION AND SUBSIDIARIES
           NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE SIX MONTHS ENDED JUNE 30, 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, N.A. and
Pinnacle Bank.  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 six month period ended June 30,
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 $823,000 as of June 30, 1997 have been
recognized as impaired in conformity with FAS 114.  The total
allowance for credit losses related to the impaired loans was
$421,000.  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.  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.





                                    5

<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 June 30, 1997, 8.4%
of the investment securities portfolio had maturity dates within
the next year and an additional 77.4% matures within the next 5
years.  During the first six 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 June 30,


                                   6
<PAGE>
1997, liquidity ratios were: Pinnacle 42.0%, Pinnacle Bank, N.A.
48.3% and Pinnacle Bank 31.9%.

          Average yields on interest bearing assets increased to
8.8% for the current quarter compared to 8.7% for the same period
the year before.  Total average interest bearing assets increased
by $16.8 million or 8.0% for the current period when compared
with the quarter ended June 30, 1996.  Average net loans
increased $11.4 million or 9.2% in the three months ended June
30, 1997 from the same 1996 period, primarily as a result of
loans originated in the new branches in Hartwell and Lavonia and
a healthy economy in Northeast Georgia.  Average net loans during
the quarter for Pinnacle Bank, N.A. were $73.1 million while
Pinnacle Bank's average net loans were $62.0 million.

          Average yields on interest bearing assets increased to
8.8% for the six month period ended June 30, 1997 compared to
8.6% for the same period the year before.  Total interest bearing
assets increased by $13.8 million or 6.5% for the current period
when compared with the six month period ended June 30, 1996. 
Average net loans increased $11.9 million or 9.8% in the six
months ended June 30, 1997 from the same 1996 period, primarily
as a result of originations in the two new branches and a healthy
economy in Northeast Georgia.  Average net loans during the six
month period for Pinnacle Bank, N.A. were $72.5 million while
Pinnacle Bank's average net loans were $61.1 million.

          Other real estate owned decreased by $121,000 during
the first six months of 1997, resulting in $371,000 held at June
30, 1997 compared to $492,000 at December 31, 1996.  Non-
performing loans totaled $482,000 as of June 30, 1997
representing .3% of total loans at June 30, 1997 compared to
$494,000 at December 31, 1996, which represented .4% of total
loans at that date.  Accrued interest as of June 30, 1997 on non-
performing loans totaled $19,000 which is not reported as income. 
Non-performing loans at June 30, 1997 are classified as: real
estate, $388,000; other collateralized loans, $93,000; and
unsecured, $1,000.

          Pinnacle continues to maintain a concentration of core
deposits from an established customer base which provides a
stable funding source.  Deposits increased $6.6 million to $207.5
million at June 30, 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 $3.7
million to $36.2 million compared to December 31, 1996 balance of
$32.5 million.  Interest bearing deposits increased $2.9 million
at June 30, 1997.

          Cash and cash equivalents increased during the first
six months of 1997 from December 31, 1996 levels by $2.5 million. 
This reflected a temporary situation with funds in cash and cash
equivalents.  Investment securities increased $8.4 million from
December 31, 1996 levels as management continues to give priority
to the importance of maintaining high levels of assets with
interest rate sensitivity.  

          Shareholders' equity increased $1.6 million to $34.9
million at June 30, 1997 from $33.3 million at December 31, 1996. 
Earnings retained during the six months amounted to $1.7 million

                                    7

<PAGE>
and equity decreased $114,000 as a result of a reduction in net
unrealized gains due to a decline 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 13.8% during the first six months of
1997, compared to 13.7% for the year which ended December 31,
1996.

          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 (FOR THE THREE MONTH PERIOD ENDED JUNE 30,
1997)

          Pinnacle's operational results primarily depend on the
earnings of the banks.  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 June 30,
1997 increased 11.5% as a result of growth, more 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 $88,000
or 4.9% while interest income increased $409,000 or 8.9% in the
three months ended June 30, 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 $88,000 for
loan losses in the three months ended June 30, 1997 as it
provided for the three months ended June 30, 1996.  Pinnacle
experienced loan charge-offs in the three months ended June 30,
1997 of $26,000 compared to $56,000 in the same period in 1996. 
The allowance for loan losses increased $200,000 to $2.0 million
at June 30, 1997 compared to $1.8 million at June 30, 1996. 
Pinnacle's allowance for loan losses represents 1.6% of total
loans outstanding at June 30, 1997.  Its net charge-offs were
$16,000 during the three months ended June 30, 1997 and $42,000
during the same period in 1996.  

                                    8
<PAGE>
          Other operating expenses for Pinnacle during the three
months ended June 30, 1997 increased $298,000 to $1.8 million
from $1.5 million for the same period in the previous year.  The
increase in other operating expenses is attributable to the two
new branches in Hartwell and Lavonia and the expenses associated
with changing the banks' names to Pinnacle Bank. 

          Pinnacle's income tax expense increased $40,000 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 28.7% is a increase of 2.0% over the
same quarter in 1996.

          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, 1997 was $1.2
million and represents annualized returns of 14.3% on average
shareholders' equity and 2.1% on average assets.  Comparable
amounts during the same period of 1996 were $1.2 million, 15.9%
and 2.2%, respectively.  As detailed in previous paragraphs, the
decrease in net income of $23,000 was primarily due to the net
effect of the increase in the net interest margin and increased
expenses associated with the new branches and the name changes.

          Dividends declared during the three months ended June
30, 1997 increased $.03 per share to $.45 from $.42 per share
during the same period of 1996.

RESULTS OF OPERATIONS (FOR THE SIX MONTH PERIOD ENDED JUNE 30,
1997)

          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 six months ended June 30,
1997 increased 12.3% as a result of more 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 $153,000 or
4.3% while interest income increased $830,000 or 9.5% in the six
months ended June 30, 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 $171,000 for loan
losses in the six months ended June 30, 1997 and $259,000 for the
same period in 1996.  Pinnacle experienced loan charge-offs in
the six months ended June 30, 1997 of $75,000 compared to
$368,000 in the same period in 1996.   Its net charge-offs were


                                    9

<PAGE>
$56,000 during the six months ended June 30, 1997 and $332,000
during the same period in 1996.  

          Other operating expenses for Pinnacle during the six
months ended June 30, 1997 increased $454,000 to $3.5 million
from $3.1 million for the same period in the previous year.  The
reduction in other operating expenses is attributable to the new
branches in Hartwell and Lavonia and the expenses associated with
the changing of the banks' names to Pinnacle Bank.

          Pinnacle's income tax expense increased $115,000 for
the six months ended June 30, 1997 compared to the same period in
the previous year due primarily to increased taxable income.  The
effective income tax rate during the period of 29.0% is a
increase of .8% over the same quarter in 1996.

          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 six months ended June 30, 1997 was $2.4 million
and represents annualized returns of 14.3% on average
shareholders' equity and 2.2% on average assets.  Comparable
amounts during the same period of 1996 were $2.2 million, 14.4%
and 2.0%, respectively.  As detailed in previous paragraphs, the
increase in net income of $188,000 was primarily due to the
increase in the net interest margin and a decrease in the Federal
Deposit Insurance Corporation insurance premiums.

          Dividends declared during the six months ended June 30,
1997 increased $.06 per share to $.90 from $.84 per share during
the same period of 1996.



                                    10

<PAGE>
The following tables present Pinnacle's Regulatory capital
position at June 30, 1997:

                (Rounded to the nearest thousand)

<TABLE>
<CAPTION>
<S>                                                                 <C>                  <C>
Total Risk Adjusted Assets                                          $154,524

Risk Based Capital Ratios:

TIER 1 CAPITAL
     Common stock                                                      $7,680                4.97%
     Surplus                                                            7,280                4.71%
     Retained earnings                                                 19,564               12.66%
        Less: Goodwill                                                      0                0.00%
                                                                     --------              -------
     Total Tier 1 capital                                              34,524               22.34%
     Tier 1 minimum requirement                                         6,181                4.00%
                                                                     --------              -------
     Excess (shortfall)                                               $28,343                18.34%
                                                                     ========              =======

TIER 2 CAPITAL
     Tier 1 from above                                               $34,524                22.34%
     Subordinated debentures                                               0                 0.00%
     Allowance for loan losses, limited to 1.25%
        of risk weighted assets                                        1,932                 1.25%
                                                                     -------               ------
     Total Tier 2 capital                                             36,456                23.59%
     Tier 2 minimum requirement                                       12,362                 8.00%
                                                                     -------               ------
     Excess (shortfall)                                              $24,094                15.59%
                                                                     =======               ======

LEVERAGE RATIO
     Tier 1 capital                                                  $34,524                14.25%
     Minimum requirement                                               7,269                 3.00%
                                                                     -------                -----
     Excess (shortfall)                                              $27,255                11.25%
                                                                     =======                ======

Average total assets, net of goodwill                               $242,284
                                                                    ========
</TABLE>


                                    11

<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

                                    12

<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: August 13, 1997           By: /s/ L. Jackson McConnell
                                    L. Jackson McConnell
                                    Chairman and Chief Executive Officer
                                    (Principal Executive and Financial Officer)