<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 TO
                                   FORM 10-KSB
                                  ANNUAL REPORT

                               -----------------

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998      COMMISSION FILE NO. 000-21383

                          APPALACHIAN BANCSHARES, INC.
                 (Name of Small Business Issuer in Its Charter)

              GEORGIA                                 58-2242407
       (State of Incorporation)         (I.R.S. Employer Identification Number)

      829 INDUSTRIAL BOULEVARD
          ELLIJAY, GEORGIA                             30540
(Address of Principal Executive Offices)             (Zip Code)

                                 (706) 276-8000
                (Issuer's Telephone Number, Including Area Code)

                              -------------------

          SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

       TITLE OF EACH CLASS             NAME OF EXCHANGE ON WHICH REGISTERED
       -------------------             ------------------------------------
             None                                      N/A


         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

                     Common Stock, $5.00 par value per share

    Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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
/_/

    Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. /_/

    The issuer's revenues for its most recent fiscal year were $11,799,913.

    There is no established trading market for the registrant's capital stock.
The aggregate market value of the stock held by non-affiliates of the registrant
at June 30, 1999 was $18,456,760, based on a per share price of $20.00, which is
the price of the last trade of which management is aware as of such date.
Although directors and executive officers of the registrant were assumed to be
"affiliates" of the registrant for purposes of this calculation, the
classification is not to be interpreted as an admission of such status.

    At June 30, 1999, there were 1,323,188 shares of the registrant's Common
Stock outstanding.

    Transitional Small Business Disclosure Format (check one): Yes /_/ No /X/


<PAGE>


    The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-KSB for
the year ended December 31, 1998, as set forth below:

         Item 13(a) of the above-referenced Form 10-KSB is amended to include as
         Exhibit 99 the information required by Form 11-K with respect to the
         Appalachian Bancshares, Inc. Section 401(k) Profit Sharing Plan (the
         "Plan"), which exhibit is filed as part of the above-referenced Form
         10-KSB in lieu of a separate filing of an annual report on Form 11-K
         for the Plan for the fiscal year ended December 31, 1998, in accordance
         with Rule 15d-21 under the Securities Exchange Act of 1934.


                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused Amendment No. 1 to this
Report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                  APPALACHIAN BANCSHARES, INC.


                                  By:  /s/ Alan May
                                      ---------------------------------
                                      Alan May, Chief Financial Officer

Date: July 16, 1999


<PAGE>


                                  AMENDMENT TO
                                   EXHIBIT 99


              Information Required by Form 11-K with Respect to the
         Appalachian Bancshares, Inc. Section 401(k) Profit Sharing Plan


(a) The following financial statements for the Appalachian Bancshares, Inc.
    Section 401(k) Profit Sharing Plan for the fiscal year ended December 31,
    1998:

    Report of Independent Certified Public Accountants;
    Statements of Net Assets Available for Benefits as of
      December 31, 1998 and 1997;
    Statements of Changes in Net Assets
      Available for Benefits for the Years
      ended December 31, 1998, 1997 and 1996;
    Notes to Financial Statements;
    Schedule of Assets held for Investment; and
    Schedule of Reportable Transactions.

(b) Exhibits:

    Consent of Independent Auditors' Report
    Consent of Independent Certified Public Accountants

                                   SIGNATURES


    Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Administrative Committee of the Appalachian Bancshares, Inc.
Section 401(k) Profit Sharing Plan has caused this annual report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                  APPALACHIAN BANCSHARES, INC.
                                  SECTION 401(K) PROFIT SHARING PLAN


                                  By: /s/ Kent W. Sanford
                                     ----------------------------------------
                                     Kent W. Sanford
                                     Executive Vice President and Member of
                                     Administrative Committee


<PAGE>


Date:  July 16, 1999

<PAGE>


                          APPALACHIAN BANCSHARES, INC.
                                        SECTION 401(K)
                                   PROFIT SHARING PLAN






--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                                            FINANCIAL STATEMENTS
                                          YEARS ENDED DECEMBER 31, 1998 AND 1997

<PAGE>


                                                    APPALACHIAN BANCSHARES, INC.
                                                                  SECTION 401(K)
                                                             PROFIT SHARING PLAN

                                                                        CONTENTS


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<TABLE>


<S>                                                                        <C>
    Report of Independent Certified Public Accountants                     2

    Financial Statements

          Statements of net assets available for benefits                  3

          Statements of changes in net assets available for benefits       4

          Notes to financial statements                                  5-9

    Supplemental Schedules

          "Item 27a - Schedule of assets held for investment"             11

          "Item 27d - Schedule of reportable transactions"                12

</TABLE>

<PAGE>


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Appalachian Bancshares, Inc.
   Section 401(k) Profit Sharing Plan
Ellijay, Georgia


We have audited the accompanying statement of net assets available for benefits
of Appalachian Bancshares, Inc. Section 401(k) Profit Sharing Plan (the "Plan")
as of December 31, 1998, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1998. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audit. The
financial statements of Appalachian Bancshares, Inc. Section 401(k) Profit
Sharing Plan as of and for the year ended December 31, 1997, were audited by
Bricker & Melton, P.A., whose practice has been combined with our Firm and whose
report dated June 20, 1998, expressed an unqualified opinion on those
statements.

We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998, and the changes in net assets available for benefits for the
year ended December 31, 1998, in conformity with generally accepted accounting
principles.

Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules of the Plan are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements, but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employment Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.


                                   /s/ BDO Seidman, LLP


Atlanta, Georgia
July 12, 1999

                                                                               2

<PAGE>


                                                    APPALACHIAN BANCSHARES, INC.
                                                                  SECTION 401(K)
                                                             PROFIT SHARING PLAN

                                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


DECEMBER 31,                                        1998                 1997
--------------------------------------------------------------------------------
<S>                                         <C>                    <C>
ASSETS
   INVESTMENTS, AT FAIR VALUE
     Cash and money market funds            $     73,181           $  42,601
     Common stocks:
       Appalachian Bancshares, Inc.*           1,357,760             643,725
     Mutual funds                                 76,184             110,712
--------------------------------------------------------------------------------

Total investments                              1,507,125             797,038
--------------------------------------------------------------------------------

   CONTRIBUTION RECEIVABLE
     Employer                                      9,047                   -
     Participant                                   5,367                   -
--------------------------------------------------------------------------------

Total contribution receivable                     14,414                   -
--------------------------------------------------------------------------------

NET ASSETS AVAILABLE FOR BENEFITS             $1,521,539            $797,038
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</TABLE>

   SEE ACCOMPANYING REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS AND NOTES
   TO FINANCIAL STATEMENTS.
                                                              *PARTY-IN-INTEREST

                                                                               3

<PAGE>


                                                    APPALACHIAN BANCSHARES, INC.
                                                                  SECTION 401(K)
                                                             PROFIT SHARING PLAN

                      STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


YEARS ENDED DECEMBER 31,                                       1998          1997            1996
-------------------------------------------------------------------------------------------------
                                                                                      (Unaudited)
<S>                                                      <C>             <C>             <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Net appreciation in fair value of investments:
   Common stocks:
     Appalachian Bancshares, Inc.*                       $  499,824      $158,717        $      -
   Mutual funds                                              11,608        15,230          23,727
Interest                                                      7,757         3,028             743
Contributions:
   Employer                                                 139,834       101,939          36,694
   Participant                                               61,924        57,565          46,888
   Rollover                                                   7,466        30,690         303,096
-------------------------------------------------------------------------------------------------

Total additions                                             728,413       367,169         411,148
-------------------------------------------------------------------------------------------------

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Benefits paid to participants                                 3,660         8,232           3,546
Management/administrative fees                                  252             -               -
-------------------------------------------------------------------------------------------------

Total deductions                                              3,912         8,232           3,546
-------------------------------------------------------------------------------------------------

NET INCREASE                                                724,501       358,937         407,602

NET ASSETS AVAILABLE FOR BENEFITS, beginning of year        797,038       438,101          30,499
-------------------------------------------------------------------------------------------------

NET ASSETS AVAILABLE FOR BENEFITS, end of year           $1,521,539      $797,038        $438,101
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
</TABLE>


   SEE ACCOMPANYING REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS AND NOTES
   TO FINANCIAL STATEMENTS.
                                                              *PARTY-IN-INTEREST

                                                                               4

<PAGE>


                                                    APPALACHIAN BANCSHARES, INC.
                                                                  SECTION 401(K)
                                                             PROFIT SHARING PLAN

                                                   NOTES TO FINANCIAL STATEMENTS


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


1.  DESCRIPTION              The following brief description of the Appalachian
    OF PLAN                  Bancshares, Inc. Section 401(k) Profit Sharing Plan
                             (the "Plan") provides only general information.
                             Participants should refer to the Plan agreement for
                             a more complete description of the Plan's
                             provisions.

                             a.   GENERAL - The Gilmer County Bank's Board of
                                  Directors authorized the adoption of the
                                  Georgia Bankers Association's Master Section
                                  401(k) Profit Sharing Plan and Trust Adoption
                                  Agreement as the Gilmer County Bank's 401(k)
                                  plan effective January 1, 1995. The Gilmer
                                  County Bank Section 401(k) Profit Sharing Plan
                                  was amended on April 22, 1997. Appalachian
                                  Bancshares, Inc. became the adopting company
                                  and sponsor of the Plan, entitled "Appalachian
                                  Bancshares, Inc. Section 401(k) Profit Sharing
                                  Plan." The Georgia Bankers Association
                                  administers the trust and provides
                                  administrative services to the Plan through
                                  third-party contracts. The Plan is a defined
                                  contribution plan covering all full-time
                                  employees of Appalachian Bancshares, Inc. (the
                                  "Company") who have one year of service and
                                  are age twenty-one or older. It is subject to
                                  the provisions of the Employee Retirement
                                  Income Security Act of 1974 ("ERISA").

                             b.   CONTRIBUTIONS - Each year, participants may
                                  contribute up to 16 percent of pretax annual
                                  compensation, as defined in the Plan.
                                  Participants may also contribute amounts
                                  representing distributions from other
                                  qualified defined benefit or contribution
                                  plans. The Company contributes 50 percent of
                                  the first 6 percent of base compensation that
                                  a participant contributes to the Plan.
                                  Additional amounts may be contributed at the
                                  option of the Company's board of directors.
                                  Employer contributions are invested in
                                  Appalachian Bancshares, Inc. common stock.
                                  Contributions are also subject to certain
                                  limitations.

                             c.   PARTICIPANT ACCOUNTS - Each participant's
                                  account is credited with the participant's
                                  contribution and allocations of (a) the
                                  Company's contribution and (b) Plan earnings.
                                  Allocations are based on participant earnings,
                                  as defined. The benefit to which a participant
                                  is entitled is the benefit that can be
                                  provided from the participant's vested
                                  account.

                             d.   VESTING - Participants are immediately vested
                                  in their contributions plus actual earnings
                                  thereon. Vesting in the Company's matching and
                                  discretionary contribution portion of their
                                  accounts plus actual earnings thereon is based
                                  on the following schedule:

                                                                               5

<PAGE>


<TABLE>
<CAPTION>

                                  YEARS OF
                                  CREDITED                         PERCENT
                                  SERVICE                           VESTED
                             ---------------------------------------------------

<S>                                                                   <C>
                                  Less than 3                           0%
                                  3                                    20%
                                  4                                    40%
                                  5                                    60%
                                  6                                    80%
                                  7 or more                           100%
</TABLE>

                             e.   INVESTMENT OPTIONS - Upon enrollment in the
                                  Plan, a participant may direct employee
                                  contributions in any of six investment
                                  options.

                                  (1)  RELIANCE TRUST COMPANY - CURRENT INCOME
                                       FUND - This portfolio consists primarily
                                       of short- and intermediate-term bond
                                       funds. These investments generally earn
                                       more income than money market instruments
                                       or certificates of deposit, but they also
                                       experience greater price volatility.

                                  (2)  RELIANCE TRUST COMPANY - CAPITAL
                                       PRESERVATION FUND - This portfolio's
                                       primary goal is to safeguard principal,
                                       or the amount of money invested. To do
                                       so, it invests primarily in government
                                       and corporate bond funds for income with
                                       relative stability in the price of fund
                                       shares. This portfolio also contains a
                                       small stock component which provides some
                                       potential for growth.

                                  (3)  RELIANCE TRUST COMPANY - MODERATE GROWTH
                                       FUND - This portfolio consists of a
                                       balanced mix of stock and bond funds for
                                       a well-diversified approach in seeking
                                       moderate growth of its assets. The strong
                                       commitment to bond funds provides some
                                       current income potential and helps
                                       stabilize the portfolio from large swings
                                       in value.

                                  (4)  RELIANCE TRUST COMPANY - WEALTH BUILDING
                                       FUND - This portfolio invests in a
                                       diversified mix of stock and bond funds
                                       in an attempt to build wealth and protect
                                       against inflation over the long run.

                                  (5)  RELIANCE TRUST COMPANY - AGGRESSIVE
                                       APPRECIATION FUND - This portfolio
                                       invests exclusively in stock funds.
                                       Stocks have more frequent price changes
                                       than other securities and, along with the
                                       opportunity for significant gains, the
                                       highest degree of risk.

                                       6

<PAGE>


                                  (6)  APPALACHIAN BANCSHARES, INC. COMMON STOCK
                                       - This consists of investment in common
                                       stock of the Company, a
                                       party-in-interest. In May 1998, the
                                       Company issued a two-for-one stock split.
                                       This split resulted in an additional
                                       28,610 shares being issued to the Plan.

                                  Participants may change their investment
                                  options semiannually.

                             f.   PAYMENT OF BENEFITS - Upon termination of
                                  service due to death, disability or
                                  retirement, a participant may elect to receive
                                  a lump sum amount equal to the value of the
                                  participant's vested interest in his or her
                                  account, or annual installments over a period
                                  elected by the participant. For termination of
                                  service due to other reasons, a participant
                                  may receive the value of the vested interest
                                  in his or her account as a lump-sum
                                  distribution.

                             g.   FORFEITURES - Forfeitures shall be allocated
                                  to eligible participants' accounts pursuant to
                                  the master plan.

2.  SUMMARY OF               BASIS OF ACCOUNTING
    ACCOUNTING POLICIES

                             The financial statements of the Plan are prepared
                             under the accrual method of accounting.

                             MANAGEMENT ESTIMATES

                             The preparation of financial statements in
                             conformity with generally accepted accounting
                             principles requires management to make estimates
                             and assumptions that affect the reported amounts of
                             assets and liabilities and disclosure of contingent
                             assets and liabilities at the date of the financial
                             statements, and the reported amounts of revenues
                             and expenses during the reporting period. Actual
                             results could differ from those estimates.

                             INVESTMENT VALUATION AND INCOME RECOGNITION

                             The Plan's investments are stated at fair value.
                             Shares of registered investment companies are
                             valued at quoted market prices which represent the
                             net asset value of shares held by the Plan at
                             year-end. The Company's stock is valued at its most
                             recent market price, as determined by a third-party
                             valuation.

                                                                               7

<PAGE>


                             Purchases and sales of securities are recorded on a
                             trade-date basis. Interest income is recorded on
                             the accrual basis. Dividends are recorded on the
                             ex-dividend date.

                             PAYMENTS OF BENEFITS

                             Benefits are recorded when paid.

                             RECLASSIFICATIONS

                             Certain reclassifications have been made in the
                             1997 financial statements to conform with the 1998
                             presentation.


3.  MERGERS OF               On December 1, 1998, the Company purchased First
    NEW SUBSIDIARY           National Bank of Union  County. Effective with this
                             purchase, the Company signed a joinder agreement
                             and amended the Plan whereby the employees of First
                             National Bank of Union County became fully
                             participating members of the Plan, with prior years
                             of service being considered for eligibility
                             requirements. For purposes of determining the
                             vested percentage of the matching and profit
                             sharing accounts, the date of the acquisition shall
                             be used.


4.  INVESTMENTS              Investment activity is summarized as follows:
<TABLE>
<CAPTION>


                                  RELIANCE     RELIANCE  RELIANCE  RELIANCE     RELIANCE
                                     TRUST        TRUST     TRUST  TRUST           TRUST      APPALACHIAN
                                   COMPANY      COMPANY   COMPANY  COMPANY       COMPANY      BANCSHARES,
                        CASH AND   CURRENT      CAPITAL  MODERATE  WEALTH     AGGRESSIVE             INC.
                           MONEY    INCOME PRESERVATION    GROWTH  BUILDING APPRECIATION           COMMON
                          MARKET      FUND         FUND      FUND  FUND             FUND         STOCK*(1)      TOTAL
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>           <C>      <C>       <C>           <C>         <C>          <C>
 Fair value,
    December 31, 1997    $42,601   $   886       $    -   $13,628   $96,036       $  162      $  643,725   $  797,038

 Net investment
    income,
    unrealized gains
    and losses,
    forfeitures            9,882       391          163     1,966     4,773          127         501,635      518,937

 Contributions, net
    of withdrawals             -        83            -     5,756     5,189          679         179,443      191,150

 Interfund transfers      20,698     9,511        3,863     4,493   (71,684)         162          32,957            -
---------------------------------------------------------------------------------------------------------------------

 Fair value,
    December 31, 1998    $73,181   $10,871       $4,026   $25,843   $34,314       $1,130      $1,357,760   $1,507,125
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                              *PARTY-IN-INTEREST
                                (1)REPRESENTS MORE THAN 5 PERCENT OF PLAN ASSETS

<PAGE>


4.  RELATED PARTY            Some Plan  investments  are shares of common stock
    TRANSACTIONS             of the Company,  and others are mutual  funds that
                             were issued by Reliance Trust Company, which is the
                             custodian of the Plan's assets. These transactions
                             qualify as party-in-interest.


6.  PLAN TERMINATION         Although it has not  expressed  any intent to do
    PROVISIONS               so, the Company has the right under the Plan to
                             discontinue its contributions at any time and to
                             terminate the Plan subject to the provisions of
                             ERISA. In the event of Plan termination,
                             participants become 100 percent vested in their
                             accounts.


7.  TAX STATUS               The  Internal  Revenue  Service has  determined
                             and informed the Company by a letter dated August
                             27, 1996, that the Plan and related trust are
                             designed in accordance with applicable sections of
                             the Internal Revenue Code (IRC). The Plan has been
                             amended since receiving the determination letter.
                             However, the Plan administrator and the Plan's tax
                             counsel believe that the Plan is designed and is
                             currently being operated in compliance with the
                             applicable requirements of the IRC.

8.  YEAR 2000 (UNAUDITED)    Appalachian  Bancshares,  Inc.  Section  401(k)
                             Profit Sharing Plan could be adversely affected if
                             the computer systems which the Plan and its
                             providers use do not properly process and calculate
                             date-related information and data from the period
                             surrounding and including January 1, 2000. This is
                             commonly known as the "Year 2000" issue. The
                             Company has taken steps which it believes should
                             adequately prepare the Plan for the Year 2000. At
                             this time, because of the complexities involved in
                             the issue, Plan management cannot provide
                             assurances that the Year 2000 issue will not have
                             an impact on the Plan's operations.

                                                                               9

<PAGE>


                             SUPPLEMENTAL SCHEDULES

                                                                              10

<PAGE>


                                                    APPALACHIAN BANCSHARES, INC.
                                                                  SECTION 401(K)
                                                             PROFIT SHARING PLAN

                             "ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT"
                                                               DECEMBER 31, 1998


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                                                  (E)
                     (B)                                                                        CURRENT
                 IDENTITY OF                          (C)                         (D)            FAIR
     (A)           ISSUER                  DESCRIPTION OF INVESTMENT              COST           VALUE
----------------------------------------------------------------------------------------------------------
<S>              <C>                 <C>                                          <C>          <C>
      *          Reliance Trust      Cash and Money Market
                 Company                                                          $ 73,181     $   73,181

      *          Reliance Trust      Reliance Trust Company Current Income
                 Company             Fund                                           10,404         10,871

      *          Reliance Trust      Reliance Trust Company Capital
                 Company             Presentation Fund                               3,968          4,026

      *          Reliance Trust      Reliance Trust Company Moderate
                 Company             Growth Fund                                    20,705         25,843

      *          Reliance Trust      Reliance Trust Company Wealth
                 Company             Building Fund                                  29,942         34,314

      *          Reliance Trust      Reliance Trust Company Aggressive
                 Company             Appreciation Fund                                 995          1,130

      *          Appalachian         67,888 shares of Appalachian
                 Bancshares, Inc.    Bancshares, Inc. common stock
                 Common Stock                                                      699,220      1,357,760
----------------------------------------------------------------------------------------------------------

                                                                                  $838,415     $1,507,125
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
</TABLE>

   SEE ACCOMPANYING REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS AND NOTES
   TO FINANCIAL STATEMENTS.
                                                              *PARTY-IN-INTEREST

                                                                              11

<PAGE>


                                                    APPALACHIAN BANCSHARES, INC.
                                                                  SECTION 401(K)
                                                             PROFIT SHARING PLAN

                                "ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS"
                                                    YEAR ENDED DECEMBER 31, 1998


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                                            (H)            (I)
       (A)                                        (C)           (D)          (G)         VALUE AT          NET
   IDENTITY OF                (B)               PURCHASE      SELLING      COST OF      TRANSACTION        GAIN
      ISSUER          DESCRIPTION OF ASSET       PRICE         PRICE        ASSET          DATE         OR (LOSS)
--------------------------------------------------------------------------------------------------------------------
<S>                 <C>                          <C>          <C>           <C>             <C>          <C>
Appalachian         Purchases of
  Bancshares,         Appalachian
  Inc.*               Bancshares, Inc.
                      common stock               $213,360     $       -     $213,360        $213,360     $       -

--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
</TABLE>

  THE ABOVE INVESTMENT ACTIVITY INFORMATION HAS BEEN CERTIFIED BY THE TRUSTEE AS
  BEING COMPLETE AND ACCURATE.
                                                              *PARTY-IN-INTEREST

                                                                              12


<PAGE>


                     Consent of Independent Auditors' Report


We consent to the incorporation by reference in the Appalachian Bancshares, Inc.
Annual Report on Form 10-KSB of our report dated June 20, 1998, with respect to
the financial statements and schedules of the Appalachian Bancshares, Inc.
Section 401(k) Profit Sharing Plan.

We also consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-27127) pertaining to the Appalachian Bancshares, Inc. 1997
Directors' Non-Qualified Stock Option Plan, 1997 Employee Stock Incentive Plan
and Section 401(k) Profit Sharing Plan, of our report dated June 20, 1998, with
respect to the financial statements and schedules of the Appalachian Bancshares,
Inc. Section 401(k) Profit Sharing Plan included in this Amendment No. 1 to the
Appalachian Bancshares, Inc. Annual Report on Form 10-KSB for the year ended
December 31, 1997.

                                   /s/ Bricker & Melton, P.A.



Duluth, Georgia
July 16, 1998



<PAGE>


                        Consent of Independent Certified Public Accounts


We consent to the incorporation by reference in the Appalachian Bancshares, Inc.
Annual Report on Form 10-KSB of our report dated July 12, 1999, with respect to
the financial statements and schedules of the Appalachian Bancshares, Inc.
Section 401(k) Profit Sharing Plan.

We also consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-27127) pertaining to the Appalachian Bancshares, Inc. 1997
Directors' Non-Qualified Stock Option Plan, 1997 Employee Stock Incentive Plan
and Section 401(k) Profit Sharing Plan, of our report dated July 12, 1999, with
respect to the financial statements and schedules of the Appalachian Bancshares,
Inc. Section 401(k) Profit Sharing Plan included in this Amendment No. 1 to the
Appalachian Bancshares, Inc. Annual Report on Form 10-KSB for the year ended
December 31, 1998.

                                   /s/ BDO Seidman, LLP



Atlanta, Georgia
July 16, 1999