UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended June 30, 2004

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        For the Transition Period from          to
                                                       --------

                      Commission file number     000-50554
                                             -----------------

                              FNBG Bancshares, Inc.
                              ---------------------
             (Exact name of registrant as specified in its charter)

                Georgia                                  31-1830205
     --------------------------------       -----------------------------------
       (State of Jurisdiction of            (I.R.S. Employer Identification No.)
     Incorporation or organization)

     2734 Meadow Church Road
     Duluth, Georgia                                       30097
     --------------------------------       -----------------------------------
     (Address of principal executive                     (Zip Code)
      offices)

                                  770-476-7777
                                  ------------
                               (Telephone Number)


                    ------------------------------------------
                          (Former name, former address
                             and former fiscal year,
                          if changed since last report)

     Check  whether  the  issurer: (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   XX   NO
                                      ----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

     777,895  shares  of  common  stock,  $1.00  par value per share, issued and
outstanding  as  of  June  30,  2004.

     Transitional Small Business Disclosure Format (check one): YES   NO   XX
                                                                          ----


<PAGE>
<TABLE>
<CAPTION>
                                   FNBG BANCSHARES, INC. AND SUBSIDIARY

                                                  INDEX

                                                                                                 Page No.
                                                                                                 --------

PART I       FINANCIAL INFORMATION

<S>          <C>                                                                                 <C>
    Item 1.  Financial Statements                                                                       3

             Balance Sheet (unaudited) at June 30, 2004                                                 3

             Statements of Operations (unaudited) for the Three and  Six
               Months Ended June 30, 2004 and 2003                                                      4

             Statements of Comprehensive Income (unaudited) for the Three and Six
               Months Ended June 30, 2004 and 2003                                                      5

             Statements of Cash Flows (unaudited) for the Six
               Months Ended June 30, 2004 and 2003                                                      6

             Notes to Financial Statements (unaudited)                                                7-8

    Item 2.  Management's Discussion and Analysis of Financial Condition or Plan of Operations       9-10

    Item 3.  Controls and Procedures

PART II.     OTHER INFORMATION

    Item 1.  Legal Proceedings                                                                         11

    Item 2.  Changes in Securities and Use of Proceeds                                                 11

    Item 3.  Defaults Upon Senior Securities                                                           11

    Item 4.  Submission of Matters to a Vote of Security Holders                                       11

    Item 5.  Other Information                                                                         11

    Item 6.  Exhibits and Reports on Form 8-K                                                          11
</TABLE>




This  Report  contains  statements  which  constitute forward-looking statements
within  the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of  the  Securities Exchange Act of 1934. These statements appear in a number of
places in this Report and include all statements regarding the intent, belief or
current  expectations of the Company, its directors or its officers with respect
to,  among other things: (1) the Company's financing plans; (2) trends affecting
the  Company's  financial  condition or results of operations; (3) the Company's
growth  strategy  and operating strategy; and (4) the declaration and payment of
dividends.  Investors are cautioned that any such forward-looking statements are
not  guarantees  of  future performance and involve risks and uncertainties, and
that  actual  results  may  differ  materially  from  those  projected  in  the
forward-looking  statements  as a result of various factors discussed herein and
those  factors  discussed  in detail in the Company's filings with the Office of
the  Comptroller  of  the  Currency.


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                           PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        FNBG BANCSHARES, INC. AND SUBSIDIARY

                             CONSOLIDATED BALANCE SHEET

                                    JUNE 30, 2004
                                     (UNAUDITED)

                                       Assets
                                       ------

<S>                                                                    <C>
Cash and due from banks                                                $  2,879,573
Federal funds sold                                                        2,307,000
                                                                       -------------

        Cash and cash equivalents                                         5,186,573

Investment securities available for sale                                  9,565,379
Other investments                                                           373,300
Loans, net of allowance for loan losses of $1,023,000                    83,972,701
Premises and equipment, net                                               3,286,829
Accrued interest receivable and other assets                                814,001
                                                                       -------------


                                                                       $103,198,783
                                                                       =============

                         Liabilities and Stockholders' Equity
                         ------------------------------------

Liabilities:
Deposits:
Demand                                                                 $  8,391,319
Money market and NOW accounts                                            30,273,470
Savings                                                                     363,789
Time                                                                     55,933,989
                                                                       -------------

        Total deposits                                                   94,962,567

Notes payable                                                                47,000
Accrued interest payable and other liabilities                              189,413
                                                                       -------------

        Total liabilities                                                95,198,980
                                                                       -------------

Stockholders' equity:
Common stock, $1 par value; authorized
    10,000,000 shares; 777,895 issued and outstanding                       777,895
Additional paid-in capital                                                6,980,459
Retained earnings                                                           387,368
Accumulated Other Comprehensive income                                     (145,919)
                                                                       -------------

        Total stockholders' equity                                        7,999,803
                                                                       -------------

                                                                       $103,198,783
                                                                       =============
</TABLE>


See accompanying notes to financial statements.


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                                     FNBG BANCSHARES, INC. AND SUBSIDIARY

                                           STATEMENTS OF OPERATIONS

                                   FOR THE THREE MONTHS AND SIX MONTHS ENDED
                                             JUNE 30, 2004 AND 2003
                                                  (UNAUDITED)


                                                                 For Three Months        For the Six Months
                                                                  Ended June 30,           Ended June 30,
                                                              -----------------------  -----------------------
                                                                 2004        2003         2004        2003
                                                              ----------  -----------  ----------  -----------
<S>                                                           <C>         <C>          <C>         <C>
Interest income:
  Interest and fees on loans                                  $1,348,248  $  976,498   $2,587,763  $ 1,846,455
  Interest on federal funds sold                                   8,537       4,672       14,250       11,995
  Investment securities                                           81,396      53,126      163,808      122,191
  Interest on deposit with other banks                                 0          15            0          448
                                                              ----------  -----------  ----------  -----------

  Total interest income                                        1,438,181   1,034,311    2,765,821    1,981,089

Interest expense:
  Deposits                                                       443,229     347,972      845,733      681,899
  Fed funds payable                                                   17         175           17          371
  Notes payable                                                      423           -          985            -
                                                              ----------  -----------  ----------  -----------
  Total interest expense                                         443,669     348,147      846,735      682,270
                                                              ----------  -----------  ----------  -----------

  Net interest income                                            994,512     686,164    1,919,086    1,298,819

Provision for loan losses                                         90,246      93,000      194,746      174,000
                                                              ----------  -----------  ----------  -----------
  Net interest income after
    provision for loan losses                                    904,266     593,164    1,724,340    1,124,819
                                                              ----------  -----------  ----------  -----------

Other income:
  Service charges on deposit accounts                             58,596      56,336      112,749      110,871
  Other operating income                                             940       1,654        1,788        3,215
  Mortgage banking income                                         65,825     377,776      155,639      593,212
  Loss on sale of securities                                           -        (771)           -            -
                                                              ----------  -----------  ----------  -----------

      Total other income                                         125,361     434,995      270,176      707,298

Other expense:
  Salaries and other personnel expense                           434,725     516,845      853,545      926,903
  Occupancy and equipment expense                                114,754     112,398      223,640      214,806
  Other operating expense                                        222,497     181,592      468,171      371,426
                                                              ----------  -----------  ----------  -----------

      Total other expense                                        771,976     810,835    1,545,356    1,513,135
                                                              ----------  -----------  ----------  -----------

      Income before provision for income tax                     257,651     217,324      449,160      318,982
Provision for income taxes                                        91,706      81,664      175,606      119,819
                                                              ----------  -----------  ----------  -----------
      Net income                                              $  165,945  $  135,660   $  273,554  $   198,392
                                                              ==========  ===========  ==========  ===========
Net earnings per common share based on average outstanding
  of 777,895 in 2004 and 777,895 in 2003.                     $      .21  $      .17   $      .35  $       .26
                                                              ==========  ===========  ==========  ===========

Fully diluted net earnings per common share based on average
  outstanding shares of 819,452 in 2004 and 813,844 in 2003   $      .20  $      .17   $      .34  $       .24
                                                              ==========  ===========  ==========  ===========
</TABLE>


See accompanying notes to financial statements


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                             FNBG BANCSHARES, INC. AND SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                  FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                         (UNAUDITED)


                                                   For Three Months      For the Six Months
                                                   Ended    June 30,      Ended     June 30,
                                                 --------------------  ----------------------
                                                   2004       2003        2004        2003
                                                 ---------  ---------  -----------  ---------
<S>                                              <C>        <C>        <C>          <C>

Net income                                        165,945    135,600      273,554    198,392
                                                 ---------  ---------  -----------  ---------

Other comprehensive income, net of tax:
  Unrealized gains on investment
    securities available-for-sale                (244,372)   (37,658)    (138,035)   (69,969)
  Less income tax expense related to investment
    securities available-for-sale                  75,288     13,180       38,010     24,489
                                                 ---------  ---------  -----------  ---------

      Total other comprehensive income           (169,144)   (24,478)    (100,025)   (45,480)
                                                 ---------  ---------  -----------  ---------

    Total comprehensive income                     (3,199)   111,182      173,529    152,912
                                                 ---------  ---------  -----------  ---------
</TABLE>


See accompanying notes to financial statements.


                                      -5-
<PAGE>
<TABLE>
<CAPTION>
                                      FNBG BANCSHARES, INC. AND SUBSIDIARY

                                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                                  (UNAUDITED)


                                                                                        2004           2003
                                                                                    -------------  ------------
<S>                                                                                 <C>            <C>
Cash flows from operating activities:
  Net income                                                                        $    273,554       198,392
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Provision for loan losses                                                          194,746       174,000
      Depreciation, amortization and accretion                                           187,945       169,907
      Loss on sale of security                                                                 -           771
      Change in:
      Accrued interest receivable and other assets                                        55,932       (31,592)
      Accrued interest payable and other liabilities                                      (9,452)      104,575
                                                                                    -------------  ------------

        Net cash provided by operating activities                                        702,725       616,053
                                                                                    -------------  ------------

Cash flows from investing activities:

  Purchase of investment securities available for sale                                (2,000,313)   (4,440,574)
  Proceeds from calls, maturities, and paydowns - available for sale                     980,439     3,008,268
  Purchase of other investments                                                          (28,800)      (45,850)
  Redemption of time deposit                                                                   -        99,000
  Net increase in loans                                                              (14,726,908)  (13,023,939)
  Purchase of premises and equipment                                                     (62,318)       63,440
                                                                                    -------------  ------------

        Net cash used by investing activities                                        (15,837,900)  (12,941,035)

Cash flows from financing activities:
  Net increase in deposits                                                            14,900,092    14,779,238
  Increase in notes payable                                                               47,000             -
                                                                                    -------------  ------------

        Net cash provided by financing activities                                     14,947,092    14,779,238
                                                                                    -------------  ------------

Net change in cash and cash equivalents                                                 (188,083)    2,454,256

Cash and cash equivalents at beginning of the period                                   5,374,656     5,444,417
                                                                                    -------------  ------------

Cash and cash equivalents at end of the period                                      $  5,186,573     7,898,673
                                                                                    =============  ============

Noncash investing activities:
  Change in unrealized gains (losses) on securities available for sale, net of tax  $   (100,025)      (45,480)

Supplemental disclosure of cash flow information:
  Cash paid during the period for interest                                          $    824,789       681,884
  Cash paid for taxes                                                               $    193,000        46,000
</TABLE>


See accompanying notes to financial statements.


                                      -6-
<PAGE>
                      FNBG BANCSHARES, INC. AND SUBSIDIARY

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


(1)  BASIS  OF  PRESENTATION
     Effective  January 1, 2004, shareholders of First National Bank of Gwinnett
     exchanged  their  common  shares  for  a  like  number  of  shares  in FNBG
     Bancshares,  Inc.  $1  par  value  common  stock. FNBG Bancshares is a Bank
     Holding  Company  and  will  undergo  periodic  examinations by the Federal
     Reserve.  All significant intercompany transactions have been eliminated in
     consolidation.  The  statements of operation, comprehensive income and cash
     flows  for the six months ended June 30, 2004 include the accounts of First
     National  Bank of Gwinnett and FNBG Bancshares, Inc. while those statements
     for  the  six months ended June 30, 2003 include only the accounts of First
     National  Bank  of  Gwinnett.

     The  interim financial statements included herein are unaudited but reflect
     all  adjustments  which,  in the opinion of management, are necessary for a
     fair  presentation  of the financial position and results of operations for
     the  interim  period  presented.  All  such  adjustments  are  of  a normal
     recurring  nature.  The results of operations for the period ended June 30,
     2004  are  not  necessarily  indicative  of  the  results  of a full year's
     operations.

     The  accounting principles followed by the Bank and the methods of applying
     these  principles  conform  with  generally  accepted accounting principles
     (GAAP) and with general practices within the banking industry. In preparing
     financial  statements  in  conformity  with GAAP, management is required to
     make  estimates  and  assumptions  that  affect the reported amounts in the
     financial  statements. Actual results could differ significantly from those
     estimates.  Material  estimates  common  to  the  banking industry that are
     particularly  susceptible  to  significant change in the near term include,
     but  are  not  limited  to,  the  determinations  of the allowance for loan
     losses, the valuation of real estate acquired in connection with or in lieu
     of  foreclosure on loans, and valuation allowances associated with deferred
     tax  assets,  the  recognition of which are based on future taxable income.

(2)  CASH  AND  CASH  EQUIVALENTS
     For  presentation  in  the  financial statements, cash and cash equivalents
     include  cash  on  hand,  amounts  due  from  banks and federal funds sold.

(3)  NET  EARNINGS  PER  COMMON  SHARE
     Net  earnings  per common share are based on the weighted average number of
     common  shares outstanding during the period while the effects of potential
     common  shares  outstanding  during  the  period  are  included  in diluted
     earnings  per  share.  Potential  common shares are present for all periods
     presented  in  the  form  of  stock  options  and  stock  warrants.

(4)  STOCK  BASED  COMPENSATION
     Statement  of  Financial  Accounting  Standards  No.  123  ("SFAS  123"),
     "Accounting  for Stock-Based Compensation," encourages but does not require
     entities  to  compute  fair  value  of  options at the date of grant and to
     recognize  such  costs  as  compensation expense immediately if there is no
     vesting  period  or  ratably  over  the  vesting period of the options. The
     Company  has  chosen  not  to adopt the cost recognition principles of this
     statement  and,  as permitted by SFAS 123, accounts for stock options under
     Accounting Principles Board Opinion No. 25 and its related interpretations.
     Had  compensation  costs been determined upon the fair value of the options
     at  the time of the grant dates consistent with the method of SFAS No. 123,
     net  earnings  would  have reflected the proforma accounts in the following
     table:


                                      -7-
<PAGE>
<TABLE>
<CAPTION>
                                 FNBG BANCSHARES, INC. AND SUBSIDIARY

                          NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED

(5)  STOCK BASED COMPENSATION, CONTINUED

     Proforma Stock Compensation Table


                                                       For the Three Months        For the Six Months
                                                          Ended June 30,             Ended June 30,

                                                        2004          2003         2004         2003
                                                    ------------  ------------  -----------  -----------
<S>                                                 <C>           <C>           <C>          <C>

Net earnings as reported                            $   165,945   $   135,660   $  273,554   $  198,392
Proforma stock-based compensation cost adjustments
associated with new grants net of tax                    (1,382)       (1,145)      (2,764)      (2,290)
                                                    ------------  ------------  -----------  -----------
Proforma net earnings                               $   164,563   $   134,515   $  270,790   $  196,102
                                                    ============  ============  ===========  ===========

Basic Earnings per share, as reported               $       .22   $       .18   $      .35   $      .25
Proforma stock-based compensation cost adjustments
associated with new grants net of tax, per share              -             -            -            -
                                                    ------------  ------------  -----------  -----------
Basic proforma earning, per share                   $       .22   $       .18   $      .35   $      .25
                                                    ============  ============  ===========  ===========

Diluted earnings per share, as reported             $       .21   $       .17   $      .33   $      .24
Proforma stock-based compensation cost adjustments
associated with new grants net of tax, per share              -             -            -            -
                                                    ------------  ------------  -----------  -----------
Diluted proforma earnings, per share                $       .21   $       .17   $      .33   $      .24
                                                    ============  ============  ===========  ===========

<FN>
     The  fair  value  of  each option is estimated on the date of grant using the Minimum Value pricing
model  with  the  following  assumptions:  dividend yield of 0%; risk free interest rate of 4.25% and an
expected  life  of  10  years.
</TABLE>


                                      -8-
<PAGE>
           ITEM  2.

                      FNBG BANCSHARES, INC. AND SUBSIDIARY

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                              OR PLAN OF OPERATIONS

                 For the Six Months Ended June 30, 2004 and 2003

     FORWARD-LOOKING  STATEMENTS
     ---------------------------

     The following is our discussion and analysis of certain significant factors
that have affected our financial position and operating results and those of our
subsidiary,  First National Bank of Gwinnett, during the periods included in the
accompanying financial statements. This commentary should be read in conjunction
with  the  financial  statements and the related notes and the other statistical
information  included  in  this  report.

     This  report  contains  "forward-looking  statements"  relating to, without
limitation,  future economic performance, plans and objectives of management for
future  operations,  and  projections of revenues and other financial items that
are  based  on  the  beliefs  of  management, as well as assumptions made by and
information  currently  available  to  management.  The  words  "may,"  "will,"
"anticipate," "should," "would," "believe," "contemplate," "expect," "estimate,"
"continue," and "intend,", as well as other similar words and expressions of the
future,  are intended to identify forward-looking statements. Our actual results
may  differ  materially  from  the  results  discussed  in  the  forward-looking
statements,  and  our  operating  performance each quarter is subject to various
risks  and  uncertainties  that  are discussed in detail in our filings with the
Securities  and  Exchange  Commission,  including,  without  limitation:

     -    Significant increases in competitive pressure in the banking and
          financial services industries;
     -    Changes in the interest rate environment which could reduce
          anticipated or actual margins;
     -    Changes in political conditions or the legislative or regulatory
          environment;
     -    General economic conditions, either nationally or regionally and
          especially in primary service area, becoming less favorable than
          expected resulting in, among other things, a deterioration in credit
          quality;
     -    Changes occurring in business conditions and inflation;
     -    Changes in technology;
     -    The level of allowance for loan loss;
     -    The rate of delinquencies and amounts of charge-offs;
     -    The rate of loan growth;
     -    Adverse changes in asset quality and resulting credit risk-related
          losses and expenses;
     -    Changes in monetary and tax policies;
     -    Changes in the securities markets; and
     -    Other risks and uncertainties detailed from time to time in our
          filings with the Securities and Exchange Commission.

FINANCIAL CONDITION

     Total  assets at June 30, 2004 were $103,198,783 representing a $15,049,864
(17.07%)  increase  from  December  31,  2003. Total loans at June 30, 2004 were
$83,972,701,  an  increase  of $14,695,054 (20.90%) over total loans at December
31,  2003.  The increase in loan volume is due primarily to an increase in loans
to finance construction.  Investment securities held for sale June 30, 2004 were
$9,565,379,  an increase of $809,598 (9.25%) over investment securities held for
sale  at  December 31, 2003.  The allowance for loan losses at June 30, 2004 was
$1,023,000  compared  to the December 31, 2003 balance of $854,000, representing
1.20%  of  total loans at June 30, 2004, compared to 1.21% at December 31, 2003.
Cash  and cash equivalents at June 30, 2004 decreased $188,083 from December 31,
2003.  At  June  30,  2004,  the  net loan to deposit ratio was 88.4%, which was
within  our  desired  range.

     Total  deposits  increased $14,900,092 (18.61%) from December 31, 2003. The
increase in total deposits was primarily due to the increase in NOW accounts and
Certificate  of  Deposits. The deposit mix at June 30, 2004 was as follows: $8.3
million  (9%  of  total  deposits) in noninterest bearing demand deposits; $30.2
million  (32%  of  total  deposits) in interest checking accounts; $55.9 million
(59%  of  total  deposits)  in  time  deposits. The deposit mix remains weighted
towards  higher  costing  time deposits. We expect this trend to continue due to
competitive  pressure  in  the  marketplace, thus increasing the average cost of
funds  and  potentially  reducing  the  bank's  net  interest  margin.

     The  Bank was most recently examined by its primary regulatory authority in
November  2003.  There  were no recommendations made by the regulatory authority
that  in  management's  opinion  are  expected  to have a material effect on the
Company's  liquidity,  capital  resources  or  operations.


                                      -9-
<PAGE>
RESULTS OF OPERATIONS

NET INTEREST INCOME
-------------------

     Net  interest  income  for  the  six  month  period ended June 30, 2004 was
$1,919,086,  an increase of $620,267 (47.76%) over the same period for 2003. For
the  quarter  ended  June 30, 2004, net income was $165,945 compared to $135,660
for the quarter ended June 30, 2003. Interest income for the first six months of
2004  was $2,765,821 representing an increase of $784,732 (39.61%) over the same
period  in  2003.  Interest  income  for  the  quarter  ended  June 30, 2004 was
$1,438,181  compared  to  $1,034,311  for  the  quarter  ended June 30, 2003, an
increase  of  $403,870  (39%). Interest expense for the first six months of 2004
increased  $164,465  (24.10%)  compared  to  the  same  period in 2003. Interest
expenses  for  the quarter ended June 30, 2004 was $443,669 compared to $348,147
for  the quarter ended June 30, 2003, an increase of $95,522 (27%). The increase
in  net interest income during the first six months of 2004 compared to the same
period  of 2003 is primarily attributable to the increase in the volume of loans
and  investments.

     For  the six months ended June 30, 2004, the Bank's yield on earning assets
was 5.99% while the cost of funding sources was 2.07%. While net interest spread
was  3.92%,  net  interest  margin,  which  considers the effect of non-interest
bearing  deposits  was  4.11%.

ALLOWANCE AND PROVISION FOR LOAN LOSSES
---------------------------------------

     The  Bank  analyzes its allowance for loan losses on a quarterly basis.  As
of  June  30,  2004,  the  provision  for  loan losses was $194,746, compared to
$174,000 for the same period on 2003.  Management is providing the provision for
loan  losses  based on the Bank's internal Loan Loss Reserve Calculation.  It is
management's  belief  that  the  allowance for loan losses is adequate to absorb
possible  losses  in  the  portfolio.

NONINTEREST INCOME AND EXPENSE
------------------------------

     Other  income  for the first six months of 2004 decreased $437,121 compared
to  the  first six months of 2003.  This decrease is primarily attributable to a
decrease  in fee income on mortgage loans originated. The decrease in fee income
on  mortgage  loans  originated  is due to an increase in mortgage rates and the
conclusion  of  a  strong refinance market of 2003. Other income for the quarter
ended  June  30,  2004  was $125,361, compared to $434,995 for the quarter ended
June 30, 2003. This decrease of $309,634 is due to the decrease in mortgage loan
fee  income  which  decreased  $311,951  compared  to the quarter ended June 30,
2003.

     Other expenses for the six months of 2004 increased $32,221 compared to the
first  six  months  in  2003.  The net increase is primarily attributable to the
formation  of  the  Holding  Company and the growth of the Bank, as well as, the
resulting  growth in the number of employees and operating costs. Other expenses
decreased $38,859 from the quarter ended June 30, 2004 compared to quarter ended
June  30,  2003.  This was due to a decrease in personnel expense resulting from
the  decrease  in  mortgage  commissions  paid.

LIQUIDITY
---------

     The  Bank  must  maintain,  on a daily basis, sufficient funds to cover the
withdrawals  from  depositors'  accounts and to supply new borrowers with funds.
To  meet  these  obligations,  the  Bank  keeps  cash on hand, maintains account
balances with its correspondent banks, and purchases and sells federal funds and
other  short-term  investments.  Asset and liability maturities are monitored in
an attempt to match these to meet liquidity needs.  It is the policy of the Bank
to monitor its liquidity to meet regulatory requirements and their local funding
requirements.

     The  Bank maintains relationships with correspondent banks that can provide
funds  to  it  on  short notice, if needed.  Presently the Bank has arrangements
with  three commercial banks for short term unsecured advances up to $6,000,000.
Currently  we  do not have any obligations outstanding on these lines of credit.


                                      -10-
<PAGE>
          ITEM  2.

<TABLE>
<CAPTION>
                      FNBG BANCSHARES, INC. AND SUBSIDIARY

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                        OR PLAN OF OPERATIONS, CONTINUED
CAPITAL
-------

     The  following  tables present First National Bank of Gwinnett's regulatory
capital  position  at  June  30,  2004:


Risk-Based Capital Ratios
-------------------------

<S>                                                <C>
Tier 1 Tangible Capital, Actual                     9.00%
Tier 1 Tangible Capital minimum requirement         4.00%
                                                   ------

Excess                                              5.00%
                                                   ======

Total Capital, Actual                              10.13%
Total Capital minimum requirement                   8.00%
                                                   ------

Excess                                              2.13%
                                                   ======

Leverage Ratio
--------------

Tier 1 Tangible Capital to adjusted total assets
   ("Leverage Ratio")                               7.95%
Minimum leverage requirement                        4.00%
                                                   ------

Excess                                              3.95%
                                                   ======
</TABLE>


ITEM 3. CONTROLS AND PROCEDURES

As  of the date of this report, the Company carried out an evaluation, under the
supervision  and  with  the participation of the Company's management, including
the  Company's  Chief  Executive  Officer  and  Chief  Financial Officer, of the
effectiveness  of  the design and operation of the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation,
the Company's Chief Executive Officer and Chief Financial Officer concluded that
the  Company's  disclosure  controls  and  procedures  are  effective  in timely
alerting  them  to  material  information relating to the Company (including its
consolidated  subsidiaries)  that  is  required  to be included in the Company's
periodic filings with the Securities and Exchange Commission. There have been no
significant  changes  in  the  Company's  internal controls or, to the Company's
knowledge,  in  other  factors  that  could  significantly affect those internal
controls  during  the Company's quarter ended June 30, 2004 that have materially
affected,  or are reasonably likely to materially affect, the Company's internal
control  over  financial  reporting.


                                      -11-
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS

     There  are  no  material, pending legal proceedings to which the Company or
any  of  its  subsidiaries  is  a party or of which any of their property is the
subject.

ITEM 2.      CHANGES IN SECURITIES AND USE OF PROCEEDS

     (a)     Not  applicable.
     (b)     Not  applicable.
     (c)     Not  applicable.
     (d)     Not  applicable.
     (e)     Not  applicable.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES

             Not  applicable.

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

     We  held  our  Annual  Meeting  of  Shareholders on May 27, 2004, where the
following  eight  directors were elected: Terry C. Evans, John E. Mansour, Edwin
A.  Brewster,  James  W.  Brown, J. Grady Coleman, J. David Jones, Jr., Jesse C.
Long and Richard D. Stevens. The votes were as follows:

<TABLE>
<CAPTION>
                                 FOR      WITHHELD
<S>                            <C>        <C>
     Terry C. Evans            465,868     1,000
     John E. Mansour           465,868     1,000
     Edwin A. Brewster         465,868     1,000
     James W. Brown            465,868     1,000
     J. Grady Coleman          465,868     1,000
     J. David Jones, Jr.       465,868     1,000
     Jesse C. Long             465,868     1,000
     Richard D. Stevens        465,868     1,000
</TABLE>

ITEM  5.     OTHER  INFORMATION

             None.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)     Exhibits:
             The  following  documents  are  incorporated  by reference and made
             a  part  of  this  report.

<TABLE>
<CAPTION>
Exhibit
Number   Exhibit
-------  -------
<S>      <C>

   3.1   Articles of Association of FNBG Bancshares, Inc., as amended (filed as Exhibit 3.1 to the Bank's registration
         statement Form SB-2 filed on February 14, 2000, as amended (the "SB-2"), and incorporated herein by
         reference).

   3.2   Bylaws of FNBG Bancshares, Inc., as amended (filed as Exhibit 3.2 to the SB-2 and incorporated herein by
         reference).

   4.1   See Exhibits 3.1 and 3.2 for provisions of Articles of Association and Bylaws, as amended, which define the
         rights of the holders of common stock of the Bank.

   10.1  Employment Agreement with Terry C. Evans dated August 11, 1999 (filed as Exhibit 10.1 to the SB-2 and
         incorporated herein by reference).

   31.1  Certification pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended.

   31.2  Certification pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended.

   32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
         Oxley Act of 2002.
</TABLE>


     (b)     Reports  on  Form  8-K
             None.


                                      -12-
<PAGE>
                                   SIGNATURES


     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                                        FNBG  BANCSHARES,  INC.
                                        (Registrant)



     Date: August 10, 2004              By: /s/ Terry C. Evans
           ------------------------         ------------------------------------
                                           Terry C. Evans
                                           President and Chief Executive Officer





     Date: August 10, 2004              By: /s/ Martha E. Brown
           ------------------------         ------------------------------------
                                           Martha E. Brown
                                           Chief Financial Officer


                                      -13-
<PAGE>