U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                   FORM 10-KSB

(Mark One)

[X]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For fiscal year ended DECEMBER 31, 1999
                      -----------------

[ ]  Transition report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

     For the transition period from ______________to _______________

     Commission file number   000-24139
                           --------------

                         DECATUR FIRST BANK GROUP, INC.
                         ------------------------------
                 (Name of Small Business Issuer in Its Charter)

             GEORGIA                                     58-2254289
----------------------------------------      ----------------------------------
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

  1120 COMMERCE DRIVE, DECATUR, GEORGIA                   30030
------------------------------------------     ---------------------------------
(Address of Principal Executive Offices)                (Zip Code)

                404-373-1000
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:   NONE.

Securities registered pursuant to Section 12(g) of the Act:   COMMON STOCK,
$5.00 PAR VALUE.

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 past 90 days. Yes  X  No
                                                          ---    ---
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or a information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year:      $3,103,524
                                                              ----------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days: $11,782,863 AS OF MARCH 13, 2000.

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 942,629 AS OF MARCH 24,
2000.

         Transitional Small Business Disclosure format (check one): Yes   No  X
                                                                       --     --

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Annual Report to Shareholders for the fiscal year ended
December 31, 1999 are incorporated by reference into Part I and II. Portions of
the Proxy Statement for the Annual Meeting of Shareholders, scheduled to be held
May 2, 2000, are incorporated by reference into Part III.
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                                TABLE OF CONTENTS
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PART I............................................................................................................1

   ITEM 1.     DESCRIPTION OF BUSINESS............................................................................1
   ITEM 2.     DESCRIPTION OF PROPERTIES.........................................................................10
   ITEM 3.     LEGAL PROCEEDINGS.................................................................................10
   ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............................................10

PART II..........................................................................................................11

   ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............................11
   ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............11
   ITEM 7.     FINANCIAL STATEMENTS..............................................................................12
   ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE..............12

PART III.........................................................................................................12

   ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
               EXCHANGE ACT......................................................................................12
   ITEM 10.    EXECUTIVE COMPENSATION............................................................................12
   ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....................................13
   ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................................................13
   ITEM 13.    EXHIBITS, LISTS AND REPORTS ON FORM 8-K...........................................................14
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                                       -i-
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                                     PART I


ITEM 1   DESCRIPTION OF BUSINESS

                                   THE COMPANY

      The Company was incorporated as a Georgia business corporation on August
2, 1996, and became a bank holding company by acquiring all of the Common Stock
of Decatur First Bank (the "Bank"). The Bank is the only subsidiary of the
Company.

      The Company's principal business is the ownership and management of the
Bank. The Company was organized to facilitate the Bank's ability to serve its
customers' requirements for financial services. The holding company structure
provides flexibility for expansion of the Company's banking business through the
possible acquisition of other financial institutions and the provision of
additional capital to the Bank. For example, we may assist the Bank in
maintaining its required capital ratios by borrowing money and contributing the
proceeds of that debt to the Bank as primary capital.

                                    THE BANK

GENERAL

      The Bank was chartered under the laws of the State of Georgia and began
business in the third quarter of 1997 as a full-service commercial bank. The
Bank offers personal and business checking accounts, interest-bearing checking
accounts, savings accounts and various types of certificates of deposit. The
Bank also offers installment loans, real estate loans, construction loans,
second mortgage loans, commercial and Small Business Administration loans and
home equity lines of credit. In addition, the Bank provides such services as
official bank checks and money orders, Mastercard credit cards, safe deposit
boxes, traveler's checks, bank-by-mail, direct deposit of payroll and Social
Security checks and U.S. Savings Bonds.

PHILOSOPHY

      The philosophy of the Bank's management is to emphasize prompt and
responsive personal service to residents of, and businesses located in, Decatur,
Georgia, as well as other communities located in DeKalb County, in order to
attract customers and acquire market share controlled by other financial
institutions in the Bank's market area. Management believes that the Bank offers
residents of Decatur and surrounding counties the benefits associated with a
locally owned and managed community bank. Management has implemented an active
call program, by which officers and directors promote these efforts by
personally describing the products, services and philosophy of the Bank to both
existing customers and new business prospects. The Bank's directors are active
members in the Decatur community and their continued active community
involvement provides them with an opportunity to promote the Bank and its
products and services.

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MARKET AREA AND COMPETITION

      The Bank is located in Decatur, Georgia. The Bank's primary market area is
defined as the five mile radius of the Center of Decatur, Georgia. Decatur is
the county seat of DeKalb County and is located 12 minutes east of downtown
Atlanta, Georgia. The City of Decatur is approximately four square miles in size
and includes over 12 distinct neighborhoods. The Bank competes for deposits and
loan customers with other financial institutions whose resources are equal to or
greater than those available to the Bank and the Company. According to
information provided by the FDIC, as of June 30, 1999, Decatur was serviced by
ten financial institutions with a total of 32 offices in Decatur. As of June 30,
1999, total deposits within Decatur for these institutions were $1.4 billion of
which $32.3 million were held by the Bank. These financial institutions offer
all of the services that the Bank offers. Management believes that the Bank's
local ownership and management as well as its focus on personalized service
helps it to compete with these institutions and to attract deposits and loans in
our market area.

LOAN PORTFOLIO

      LENDING POLICY. The Bank was established to support Decatur and
surrounding areas of DeKalb County. The Bank aggressively seeks creditworthy
loans within a limited geographic area. The Bank's primary commercial lending
function is to make consumer loans to individuals and commercial loans to small
and medium-sized businesses and professional concerns. In addition, the bank
makes real-estate-related loans, including construction loans for residential
and commercial properties, and primary and secondary mortgage loans for the
acquisition or improvement of personal residences. The Bank avoids
concentrations of loans to a single industry or based on a single type of
collateral.

      The Bank's legal lending limits are 15% of its statutory capital base for
unsecured loans and 25% of its statutory capital base for loans fully secured by
good collateral. The Bank's statutory capital base is the lower of the sum of
its common stock, paid-in capital, appropriated retained earnings, and capital
debt, or the amount of the Bank's net assets. As of December 31, 1999, the
Bank's legal lending limits were approximately $1.1 million for unsecured loans
and approximately $1.8 million for secured loans. While the Bank generally
employs more conservative lending limits, the Board of Directors has discretion
to lend up to the legal lending limits as described above.

      CONSUMER LOANS. The Bank makes consumer loans, consisting primarily of
installment loans to individuals for personal, family and household purposes,
including loans for automobiles, home improvements and investments. Risks
associated with consumer loans include, but are not limited to, fraud,
deteriorated or non-existing collateral, general economic downturn and customer
financial problems.

      COMMERCIAL LOANS. The Bank's commercial lending is directed principally
toward small to mid-size businesses whose demand for funds falls within the
legal lending limits of the Bank. This category of loans includes loans made to
individual, partnership or corporate borrowers, and obtained for a variety of
business purposes including equipment loans, loans to support working capital
and loans for inventory purchases. Risks associated with these loans can be
significant and include, but are not limited to, fraud, bankruptcy, economic
downturn, deteriorated or non-existing collateral and changes in interest rates.

         REAL ESTATE LOANS. The Bank makes and holds real estate loans,
consisting primarily of single-family residential construction loans for
one-to-four unit family structures. The Bank requires a first lien position on
the land associated with the construction project and offers these loans to
professional building contractors and homeowners. Loan disbursements require
on-site inspections to assure the project is on budget and that the loan
proceeds are being used for the construction project and not being diverted to
another project. The loan-to-value ratio for such loans are predominantly 80% of
the lower of the as-built appraised value or project cost, and a maximum of 90%
if the loan is amortized. Loans for construction can present a high degree of
risk to the lender, depending upon, among other things, whether

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the builder can sell the home to a buyer, whether the buyer can obtain permanent
financing, whether the transaction produces income in the interim and the nature
of changing economic conditions.

      INVESTMENTS. In addition to loans, the Bank makes other investments
primarily in obligations of the United States or obligations guaranteed as to
principal and interest by the United States and other taxable securities. No
investment in any of those instruments exceeds any applicable limitation imposed
by law or regulation.

      DEPOSITS. The Bank offers a wide range of commercial and consumer deposit
accounts, including checking accounts, money market accounts, a variety of
certificates of deposit, and IRA accounts. The Bank employs an aggressive
marketing plan in the overall service area, a broad product line, and
competitive services as its primary means to attract deposits. The primary
sources of deposits are residents of, and businesses and their employees located
in, the Bank's market area. Deposits are obtained through personal solicitation
by the Bank's officers and directors, direct mail solicitations and
advertisements published in the local media. Deposits are generated by offering
a broad array of competitively priced deposit services, including demand
deposits, regular savings accounts, money market deposits (transaction and
investment), certificates of deposit, retirement accounts, and other deposit or
funds transfer services which may be permitted by law or regulation and which
may be offered to remain competitive in the market.

      ASSET AND LIABILITY MANAGEMENT. The Bank manages its assets and
liabilities to provide an optimum and stable net interest margin, a profitable
after-tax return on assets and return on equity, and adequate liquidity. These
management functions are conducted within the framework of written loan and
investment policies adopted by the Bank. The Bank attempts to maintain a
balanced position between rate sensitive assets and rate sensitive liabilities.
Specifically, it charts assets and liabilities on a matrix by maturity,
effective duration, and interest adjustment period, and endeavors to manage any
gaps in maturity ranges.


                                    EMPLOYEES

      At December 31, 1999, the Company employed 16 full-time employees and
three part-time employees. The Company considers its relationship with its
employees to be excellent.


                           SUPERVISION AND REGULATION

         Both the Company and the Bank are subject to extensive state and
federal banking regulations that impose restrictions on and provide for general
regulatory oversight of our operations. These laws are generally intended to
protect depositors and not shareholders. The following discussion describes the
material elements of the regulatory framework that applies to us.

THE COMPANY

         Since the Company owns all of the capital stock of the Bank, it is a
bank holding company under the federal Bank Holding Company Act of 1956. As a
result, the Company is primarily subject to the supervision, examination, and
reporting requirements of the Bank Holding Company Act and the regulations of
the Federal Reserve.

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         ACQUISITIONS OF BANKS. The Bank Holding Company Act requires every bank
holding company to obtain the Federal Reserve's prior approval before:

         o Acquiring direct or indirect ownership or control of any voting
           shares of any bank if, after the acquisition, the bank holding
           company will directly or indirectly own or control more than 5% of
           the bank's voting shares;

         o Acquiring all or substantially all of the assets of any bank; or

         o Merging or consolidating with any other bank holding company.

         Under the Bank Holding Company Act, an adequately capitalized and
adequately managed bank holding company located in Georgia may purchase a bank
located outside of Georgia. Conversely, an adequately capitalized and adequately
managed bank holding company located outside of Georgia may purchase a bank
located inside Georgia. In each case, however, restrictions may be placed on the
acquisition of a bank which has only been in existence for a limited amount of
time or an acquisition which may result in specified concentrations of deposits.

      CHANGE IN BANK CONTROL. Subject to various exceptions, the Bank Holding
Company Act and the Change in Bank Control Act, together with related
regulations, require Federal Reserve approval prior to any person or company
acquiring "control" of a bank holding company. Control is conclusively presumed
to exist if an individual or company acquires 25% or more of any class of voting
securities of the bank holding company. Control is rebuttably presumed to exist
if a person or a company acquires 10% or more, but less than 25%, of any class
of voting securities and either the bank holding company has registered
securities under Section 12 of the Securities Act of 1934, or no other person
owns a greater percentage of that class of voting securities immediately after
the transaction.

      PERMITTED ACTIVITIES. Under the Bank Holding Company Act, a bank holding
company, which has not qualified or elected to become a financial holding
company is generally prohibited from engaging in or acquiring direct or indirect
control of more than 5% of the voting shares of any company engaged in
nonbanking activities unless prior to the enactment of the Gramm-Leach-Bliley
Act the Federal Reserve found those activities to be so closely related to
banking as to be a proper incident to the business of banking. Activities that
the Federal Reserve has found to be so closely related to banking to be a proper
incident to the business of banking include:

         o factoring accounts receivable,
         o acquiring or servicing loans,
         o leasing personal property,
         o conducting discount securities brokerage activities,
         o performing selected data processing services,
         o acting as agent or broker in selling credit life insurance and other
           types of insurance in connection with credit transactions, and
         o performing selected insurance underwriting activities.

Despite prior approval, the Federal Reserve may order a bank holding company or
its subsidiaries to terminate any of these activities or to terminate its
ownership or control of any subsidiary when it has reasonable cause to believe
that the bank holding company's continued ownership, activity or control
constitutes a serious risk to the financial safety, soundness, or stability of
any of its bank subsidiaries.

         On November 12, 1999 President Clinton signed the Gramm-Leach-Bliley
Act, which amends the Bank Holding Company Act and greatly expand the activities
in which bank holding companies and affiliates of banks are permitted to engage.
The Gramm-Leach-Bliley Act eliminates many federal and

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state law barriers to affiliations among banks and securities firms, insurance
companies, and other financial service providers. The provisions of the
Gramm-Leach-Bliley Act relating to permitted activities of bank holding
companies and affiliates of banks became effective on March 11, 2000.

         Generally, if the Company qualifies and elects to become a financial
holding company, it may engage in activities that are financial in nature or
incidental or complementary to a financial activity. Activities that the
Gramm-Leach-Bliley Act expressly lists as financial in nature include insurance
activities, providing financial, investment and advisory services, underwriting
securities and limited merchant banking activities.

         To qualify to become a financial holding company, the Bank and any
other depository institution subsidiary of the Company must be well capitalized
and well managed and must have a Community Reinvestment Act rating of at least
satisfactory. Additionally, the Company must file an election with the Federal
Reserve to become a financial holding company and must provide the Federal
Reserve with 30 days written notice prior to engaging in a permitted financial
activity. Although we are eligible to elect to become a financial holding
company, we currently have no plans to make such an election.

         SUPPORT OF SUBSIDIARY INSTITUTIONS. Under Federal Reserve policy, bank
holding companies are expected to act as a source of financial strength for, and
to commit resources to support, their depository institution subsidiaries. This
support may be required at times when, without this Federal Reserve policy, the
bank holding company might not be inclined to provide it. In addition, any
capital loans by a bank holding company to a bank will be repaid only after its
deposits and other indebtedness are repaid in full. In the event of a bank
holding company's bankruptcy, any commitment by the bank holding company to a
federal bank regulatory agency to maintain the capital of a banking subsidiary
will be assumed by the bankruptcy trustee and entitled to a priority of payment.

THE BANK

         The Bank is a commercial bank chartered under the laws of the State of
Georgia. Accordingly, the FDIC and the Georgia Department of Banking and Finance
regularly examine the operations of the Bank and have the authority to approve
or disapprove mergers, the establishment of branches, and similar corporate
actions. Both regulatory agencies also have the power to prevent the continuance
or development of unsafe or unsound banking practices or other violations of
law. Additionally, the Bank's deposits are insured by the FDIC to the maximum
extent provided by law. The Bank is also subject to numerous state and federal
statutes and regulations that affect its business, activities and operations,
and it is supervised and examined by one or more state or federal bank
regulatory agencies.

         PROMPT CORRECTIVE ACTION. The Federal Deposit Insurance Corporation
Improvement Act of 1991 establishes a system of prompt corrective action to
resolve the problems of undercapitalized financial institutions. Under this
system, federal banking regulators have established five capital categories,
well capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized, in which all institutions are
placed. The federal banking agencies have also specified by regulation the
relevant capital levels for each of the other categories. At December 31, 1999,
we qualified for the well-capitalized category.

         Federal banking regulators are required to take some mandatory
supervisory actions and are authorized to take other discretionary actions with
respect to institutions in the three undercapitalized categories. The severity
of the action depends upon the capital category in which the institution is
placed. Generally, subject to a narrow exception, the banking regulator must
appoint a receiver or conservator for an institution that is critically
undercapitalized. An institution in any of the undercapitalized categories is
required to submit an acceptable capital restoration plan to its appropriate
federal banking agency. A bank holding company must guarantee that a subsidiary
depository institution meets its capital restoration plan up to the lesser of 5%
of an undercapitalized subsidiary's assets or the

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amount required to meet regulatory capital requirements. An undercapitalized
institution is also generally prohibited from increasing its average total
assets, making acquisitions, establishing any branches or engaging in any new
line of business, except under an accepted capital restoration plan or with FDIC
approval. The Federal Reserve regulations also establish procedures for
downgrading an institution to a lower capital category based on supervisory
factors other than capital.

         FDIC INSURANCE ASSESSMENTS. The FDIC has adopted a risk-based
assessment system for determining an insured depository institutions' insurance
assessment rate. The system that takes into account the risks attributable to
different categories and concentrations of assets and liabilities. An
institution is placed into one of three capital categories: (1) well
capitalized; (2) adequately capitalized; and (3) undercapitalized. These three
categories are substantially similar to the prompt corrective action categories
described above, with the "undercapitalized" category including institutions
that are undercapitalized, significantly undercapitalized and critically
undercapitalized. The FDIC also assigns an institution to one of three
supervisory subgroups based on a supervisory evaluation that the institution's
primary federal regulator provides to the FDIC and information that the FDIC
determines to be relevant to the institution's financial condition and the risk
posed to the deposit insurance funds. Assessments range from 0 to 27 cents per
$100 of deposits, depending on the institution's capital group and supervisory
subgroup. In addition, the FDIC imposes assessments to help pay off the $780
million in annual interest payments on the $8 billion Financing Corporation
bonds issued in the late 1980s as part of the government rescue of the thrift
industry. This assessment rate is adjusted quarterly and ranged from 1.16 cents
to 1.22 cents per $100 of deposits in 1999.

         The FDIC may terminate its insurance of deposits if it finds that the
institution has engaged in unsafe and unsound practices, is in an unsafe or
unsound condition to continue operations or has violated any applicable law,
regulation, rule, order, or condition imposed by the FDIC.

         COMMUNITY REINVESTMENT ACT. The Community Reinvestment Act requires the
appropriate federal regulator, in connection with their examinations of
financial institutions within their jurisdiction, to evaluate the record of each
financial institution in meeting the credit needs of its local community,
including low and moderate-income neighborhoods. The appropriate federal
regulator considers these factors in evaluating mergers, acquisitions, and
applications to open a branch or facility. Failure to adequately meet these
criteria could impose additional requirements and limitations on the Bank. Under
the Gramm-Leach-Bliley Act, banks with aggregate assets of not more than $250
million are subject to a Community Reinvestment Act examination only once every
60 months if the bank receives an outstanding rating, once every 48 months if it
receives a satisfactory rating and as needed if the rating is less than
satisfactory. Additionally, under the Gramm-Leach-Bliley Act, banks are required
to publicly disclose the terms of various Community Reinvestment Act-related
agreements.

         OTHER REGULATIONS. Interest and other charges collected or contracted
for by the Bank are subject to state usury laws and federal laws concerning
interest rates. The Bank's loan operations are also subject to federal laws
applicable to credit transactions, such as:

         o The federal Truth-In-Lending Act, governing disclosures of credit
           terms to consumer borrowers;

         o The Home Mortgage Disclosure Act of 1975, requiring financial
           institutions to provide information to enable the public and public
           officials to determine whether a financial institution is fulfilling
           its obligation to help meet the housing needs of the community it
           serves;

         o The Equal Credit Opportunity Act, prohibiting discrimination on the
           basis of race, creed or other prohibited factors in extending credit;

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         o The Fair Credit Reporting Act of 1978, governing the use and
           provision of information to credit reporting agencies;

         o The Fair Debt Collection Act, governing the manner in which consumer
           debts may be collected by collection agencies; and

         o The rules and regulations of the various federal agencies charged
           with the responsibility of implementing these federal laws.

The deposit operations of the Bank are subject to:

         o The Right to Financial Privacy Act, which imposes a duty to maintain
           confidentiality of consumer financial records and prescribes
           procedures for complying with administrative subpoenas of financial
           records; and

         o The Electronic Funds Transfer Act and Regulation E issued by the
           Federal Reserve to implement that act, which governs automatic
           deposits to and withdrawals from deposit accounts and customers'
           rights and liabilities arising from the use of automated teller
           machines and other electronic banking services.

CAPITAL ADEQUACY

         The Company and the Bank are required to comply with the capital
adequacy standards established by the Federal Reserve, in the case of the
Company, and FDIC and Georgia Department of Banking and Finance, in the case of
the Bank. The Federal Reserve has established a risk-based and a leverage
measure of capital adequacy for bank holding companies that is substantially
similar to that adopted by the FDIC for banks under its jurisdiction.

         The risk-based capital standards are designed to make regulatory
capital requirements more sensitive to differences in risk profiles among banks
and bank holding companies, to account for off-balance-sheet exposure, and to
minimize disincentives for holding liquid assets. Assets and off-balance-sheet
items, such as letters of credit and unfunded loan commitments, are assigned to
broad risk categories, each with appropriate risk weights. The resulting capital
ratios represent capital as a percentage of total risk-weighted assets and
off-balance-sheet items.

         The minimum guideline for the ratio of total capital to risk-weighted
assets is 8%. Total capital consists of two components, Tier 1 Capital and Tier
2 Capital. Tier 1 Capital generally consists of common shareholders' equity,
minority interests in the equity accounts of consolidated subsidiaries,
qualifying noncumulative perpetual preferred stock, and a limited amount of
qualifying cumulative perpetual preferred stock, less goodwill and other
specified intangible assets. Tier 1 Capital must equal at least 4% of
risk-weighted assets. Tier 2 Capital generally consists of subordinated debt,
other preferred stock and hybrid capital and a limited amount of loan loss
reserves. The total amount of Tier 2 Capital is limited to 100% of Tier 1
Capital. At December 31, 1999, our consolidated ratio of total capital to
risk-weighted assets was 22.75% and our consolidated ratio of Tier 1 Capital to
risk-weighted assets was 21.73%.

         In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide for a minimum
ratio of Tier 1 Capital to average assets, less goodwill and other specified
intangible assets, of 3% for bank holding companies that meet certain specified
criteria, including having the highest regulatory rating and implementing the
Federal Reserve's risk-based capital measure for market risk. All other bank
holding companies generally are required to maintain a leverage ratio of at
least 4%. At December 31, 1999, our consolidated leverage ratio was 17.66%. The
guidelines also provide that bank holding companies experiencing internal growth
or

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making acquisitions will be expected to maintain strong capital positions
substantially above the minimum supervisory levels without significant reliance
on intangible assets. The Federal Reserve considers the leverage ratio and other
indicators of capital strength in evaluating proposals for expansion or new
activities.

      The Bank and the Company are also both subject to other capital guidelines
issued by the Georgia Department of Banking and Finance and the Federal Reserve,
respectively, which provide for minimum ratios of total capital to total assets.

         Failure to meet capital guidelines could subject a bank or bank holding
company to a variety of enforcement remedies, including issuance of a capital
directive, the termination of deposit insurance by the FDIC, a prohibition on
accepting brokered deposits, and certain other restrictions on its business. As
described above, substantial additional restrictions can be imposed on
FDIC-insured depository institutions that fail to meet applicable capital
requirements. See "--Prompt Corrective Action."

PAYMENT OF DIVIDENDS

         The Company is a legal entity separate and distinct from the Bank. The
principal source of the Company's cash flow, including cash flow to pay
dividends to its shareholders, is dividends that the Bank pays to it. Statutory
and regulatory limitations apply to the Bank's payment of dividends to the
Company as well as to the Company's payment of dividends to its shareholders.

         If, in the opinion of the federal banking regulator, the Bank were
engaged in or about to engage in an unsafe or unsound practice, the federal
banking regulator could require, after notice and a hearing, that it cease and
desist from its practice. The federal banking agencies have indicated that
paying dividends that deplete a depository institution's capital base to an
inadequate level would be an unsafe and unsound banking practice. Under the
Federal Deposit Insurance Corporation Improvement Act of 1991, a depository
institution may not pay any dividend if payment would cause it to become
undercapitalized or if it already is undercapitalized. Moreover, the federal
agencies have issued policy statements that provide that bank holding companies
and insured banks should generally only pay dividends out of current operating
earnings. See "--Prompt Corrective Action" above.

         The Georgia Department of Banking and Finance also regulates the Bank's
dividend payments and must approve dividend payments that would exceed 50% of
the Bank's net income for the prior year. Our payment of dividends may also be
affected or limited by other factors, such as the requirement to maintain
adequate capital above regulatory guidelines.

RESTRICTIONS ON TRANSACTIONS WITH AFFILIATES

         The Company and the Bank are subject to the provisions of Section 23A
of the Federal Reserve Act. Section 23A places limits on the amount of:

         o loans or extensions of credit to affiliates;

         o investment in affiliates;

         o the purchase of assets from affiliates, except for real and personal
           property exempted by the Federal Reserve;

         o loans or extensions of credit to third parties collateralized by the
           securities or obligations of affiliates; and

         o any guarantee, acceptance or letter of credit issued on behalf of an
           affiliate.

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         The aggregate of all of the above transactions is limited in amount, as
to any one affiliate, to 10% of a bank's capital and surplus and, as to all
affiliates combined, to 20% of a bank's capital and surplus. In addition to the
limitation on the amount of these transactions, each of the above transactions
must also meet specified collateral requirements. The Company must also comply
with certain provisions designed to avoid the taking of low-quality assets.

         The Company and the Bank are also subject to the provisions of Section
23B of the Federal Reserve Act which, among other things, prohibits an
institution from engaging in the above transactions with affiliates unless the
transactions are on terms substantially the same, or at least as favorable to
the institution or its subsidiaries, as those prevailing at the time for
comparable transactions with nonaffiliated companies.

         The Bank is also subject to restrictions on extensions of credit to its
executive officers, directors, certain principal shareholders and their related
interests. These extensions of credit (1) must be made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with third parties, and (2) must not involve more
than the normal risk of repayment or present other unfavorable features.

PRIVACY

         The Gramm-Leach-Bliley Act also contains provisions regarding consumer
privacy. These provisions require financial institutions to disclose their
policy for collecting and protecting confidential information. Customers
generally may prevent financial institutions from sharing personal financial
information with nonaffiliated third parties except for third parties that
market the institutions' own products and services. Additionally, financial
institutions generally may not disclose consumer account numbers to any
nonaffiliated third party for use in telemarketing, direct mail marketing or
other marketing through electronic mail to the consumer.

PROPOSED LEGISLATION AND REGULATORY ACTION

         New regulations and statutes are regularly proposed that contain
wide-ranging proposals for altering the structures, regulations and competitive
relationships of the nation's financial institutions. We cannot predict whether
or in what form any proposed regulation or statute will be adopted or the extent
to which our business may be affected by any new regulation or statute.

EFFECT OF GOVERNMENTAL MONETARY POLICES

Our earnings are affected by domestic economic conditions and the monetary and
fiscal policies of the United States government and its agencies. The Federal
Reserve Bank's monetary policies have had, and are likely to continue to have,
an important impact on the operating results of commercial banks through its
power to implement national monetary policy in order, among other things, to
curb inflation or combat a recession. The monetary policies of the Federal
Reserve Board have major effects upon the levels of bank loans, investments and
deposits through its open market operating in United States government
securities and through its regulation of the discount rate on borrowings of
member banks and the reserve requirements against member bank deposits. It is
not possible to predict the nature or impact of future changes in monetary and
fiscal policies.

                                       9
<PAGE>
                        SELECTED STATISTICAL INFORMATION

      The responses to this section of Item I are included in the Company's
Annual Report to Shareholders under the heading "Selected Statistical
Information" at pages 26 through 30, and are incorporated herein by reference.


ITEM 2.  DESCRIPTION OF PROPERTIES

      The Company and the Bank are located at 1120 Commerce Drive, Decatur
Georgia. The Company has leased this landmark site in the financial district of
downtown Decatur.

      The Company entered into an Agreement to Lease, dated August 20, 1996,
with Daniel B. Pattillo, pursuant to which the Company leases the building from
Mr. Pattillo. The term of the lease expires June 1, 2002. The Agreement to Lease
provides that the Company has an option to purchase the building under certain
conditions.

      The building currently contains 9,200 square feet of usable space. Prior
to opening the Bank, the Company renovated the building, and during fiscal year
1999 the Company completed additional renovations to the building. The top floor
contains 6,613 square feet and was converted into the banking lobby and
executive offices. The lower level, which contains 2,587 square feet, is used
for operation offices. Most of the operations and back-room work is outsourced
so less space is needed. Video drive-ups are used instead of physical drive-ups.
The lower parking lot has sufficient room for two drive-up lanes in addition to
employee parking. The property fronts Commerce Drive, which is a main
thoroughfare in Decatur, and backs up to a retail area and residential property.
Access to the drive-ups is available through a side street off of Commerce
Drive. The main parking lot is accessible from Commerce Drive.

      Other than normal real estate lending activities of the Bank, the Company
does not invest in real estate, interests in real estate, real estate mortgages,
or securities of or interests in persons primarily engaged in real estate
activities.


ITEM 3.  LEGAL PROCEEDINGS

      There are no material pending legal proceedings to which the Company is a
party or of which any of its properties are subject; nor are there material
proceedings known to the Company to be contemplated by any governmental
authority; nor are there material proceedings known to the Company, pending or
contemplated, in which any director, officer or affiliate or any principal
security holder of the Company or any associate of any of the foregoing, is a
party or has an interest adverse to the Company.


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

        None.


                                       10
<PAGE>
                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


         The response to this Item is partially included in the Company's Annual
Report to Shareholders at page 1 and is incorporated herein by reference.

         The Company did not sell any unregistered shares of its Common Stock,
$5.00 par value, during fiscal year 1997.

         During fiscal year 1999 and 1998 the Company granted 665 shares and 380
shares, respectively, of its Common Stock, $5.00 par value, to selected
employees as compensation for their services to the Bank. Since the Company only
granted the shares to employees, the transactions did not involve a public
offering, and therefore were exempt from registration under Section 4(2) of the
Securities Act of 1933. The following table sets forth the number of shares
issued to employees during the periods indicated.

                                                           NUMBER
                  DATE                                    OF SHARES
                  ----                                    ---------

                  April 1999                                  200
                  June 1999                                   200
                  August 1999                                 265
                                                              ---
                  1999 TOTAL                                  665

                  June 1998                                    40
                  August 1998                                 300
                  September 1998                               40
                                                             ----
                  1998 TOTAL                                  380

         Additionally, on March 17, 1998, the Company granted selected employees
options to purchase an aggregate of 80,031 shares of its Common Stock, $5.00 par
value. The options are exercisable at $10.00 per share, vest in equal 20% annual
increments beginning on June 30, 1998 and have a maximum term of ten years.
Since the options were granted to employees, the option grants did not involve a
public offering, and therefore were exempt from registration under Section 4(2)
of the Securities Act of 1933.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         The response to this Item is included in the Company's Annual Report to
Shareholders under the heading, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," at pages 4 through 7, and is
incorporated herein by reference.

                                       11
<PAGE>
ITEM 7.  FINANCIAL STATEMENTS

         The following financial statements are included in the Company's Annual
Report to Shareholders at pages 8 through 25, and are incorporated herein by
reference.

         Independent Auditors' Report

         Financial Statements

         Consolidated Balance Sheets dated as of December 31, 1999 and 1998

         Consolidated Statements of Operations for the years ended December 31,
         1999, 1998 and 1997

         Consolidated Statements of Changes in Stockholders' Equity for the
         years ended December 31, 1999, 1998, and 1997

         Consolidated Statements of Cash Flows for the years ended December 31,
         1999, 1998 and 1997

         Notes to Consolidated Financial Statements


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         Not Applicable.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The responses to this Item are included in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held May 2, 2000, under
the following headings, and are incorporated herein by reference.

         "Proposal One: Election of Directors - Class II Director Nominees, -
         Class III Continuing Directors, and - Class I Continuing Directors," at
         pages 3 through 4.

         "Executive Officers," at page 5.

         "Section 16(a) Beneficial Ownership Reporting Compliance," at page 10.

ITEM 10. EXECUTIVE COMPENSATION

         The responses to this Item are included in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held May 2, 2000, under
the heading, "Compensation," at pages 5 through 7, and are incorporated herein
by reference.


                                       12
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The responses to this Item are included in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held May 2, 2000, under
the headings, "Security Ownership of Certain Beneficial Owners," at pages 8
through 9, and are incorporated herein by reference.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The responses to this Item are included in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held May 2, 2000, under
the headings, "Related Party Transactions," at page 10, and "Compensation," at
pages 5 through 7, and are incorporated herein by reference.

                                       13
<PAGE>
ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K

(a)      Exhibits

        Exhibit
        Number             Exhibit
        ------             -------

        3.1         Articles of Incorporation.(1/)

        3.2         Bylaws(1/)

        4.1         Instruments Defining the Rights of Security Holders. See
                    Articles of Incorporation at Exhibit 3.1 hereto and Bylaws
                    at Exhibit 3.2 hereto.

        10.1        Agreement to Lease, dated August 20, 1996 between Daniel B.
                    Pattillo and Decatur First Bank Group, Inc.(1/)

        10.3*       Employment Agreement, dated as of June 1, 1996 among Decatur
                    First Bank (In  Organization), Decatur First Bank Group, Inc
                    and Judy B. Turner.(2/)

        10.4*       1998 Stock Incentive Plan(3/)

        10.5        Agreement to Modify and Enlarge the Main Office Facility,
                    dated January 22, 1999 between Decatur First Bank and Malone
                    Construction Company (Exhibits omitted.)(4/)

        13.1        Decatur First Bank Group, Inc. 1999 Annual Report to
                    Shareholders.  Except with respect to those portions
                    specifically incorporated by reference into this Report, the
                    Company's 1999 Annual Report to Shareholders is not deemed
                    to be filed as part of this Report.

        22.1        Subsidiaries of Decatur First Bank Group, Inc.(3/)

        24.1        Power of Attorney (appears on the signature pages to this
                    Annual Report on 10-KSB).

        27.1        Financial Data Schedule

(b)      Reports on Form 8-K filed in the fourth quarter of 1999: None.

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

* Compensatory plan or arrangement.

1/   Incorporated herein by reference to exhibit of same number to the Company's
     Registration Statement on Form SB-2, Registration No. 333-14355, filed
     October 18, 1996.

2/   Incorporated herein by reference to exhibit 10.4 to the Company's
     Registration Statement on Form SB-2, Registration No. 333-14355, filed
     October 18, 1996.

3/   Incorporated herein by reference to exhibit of same number in the Company's
     Annual Report on Form 10-KSB for the year ended December 31, 1997.

4/   Incorporated herein by reference to exhibit of same number in the Company's
     Annual Report on Form 10-KSB for the year ended December 31, 1998.

                                       14
<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.



                                         DECATUR FIRST BANK GROUP, INC.




                                         By: /s/ Judy B. Turner
                                             ----------------------
                                             Judy B. Turner
                                             President and Chief
                                             Executive Officer


                                         Date:    March 24, 2000



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on the signature page to this Report constitutes and appoints Judy B.
Turner and Merriell Autrey, Jr., his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place, and stead, in any and all capacities, to sign any and
all amendments to this Report, and to file the same, with all exhibits hereto,
and other documents in connection herewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

           Signature                            Title               Date
           ---------                            -----               ----

/s/ John L. Adams, Jr.                         Director        March 24, 2000
------------------------------------
John L. Adams, Jr.


/s/ Merriell Autrey, Jr.                       Director        March 24, 2000
------------------------------------
Merriell Autrey, Jr.


/s/ Mary Bobbie Bailey                         Director        March 24, 2000
------------------------------------
Mary Bobbie Bailey


                                       15
<PAGE>
           Signature                 Title                          Date
           ---------                 -----                          ----


/s/ James A. Baskett               Director                    March 24, 2000
-----------------------
James A. Baskett


/s/ John Walter Drake              Director                    March 24, 2000
-----------------------
John Walter Drake

/s/ William F. Floyd               Director                    March 24, 2000
-----------------------
William F. Floyd

/s/ Robert E. Lanier               Director                    March 24, 2000
-----------------------
Robert E. Lanier

/s/ Carol G. Nickola               Director                    March 24, 2000
-----------------------
Carol G. Nickola

/s/ Lynn Pasqualetti               Director                    March 24, 2000
-----------------------
Lynn Pasqualetti

                                   Director
-----------------------
Roger K. Quillen

/s/ James T. Smith, III            Director                    March 24, 2000
-----------------------
James T. Smith, III

/s/ Kirby A. Thompson              Director                    March 24, 2000
-----------------------
Kirby A. Thompson

/s/ Judy B. Turner             Director, President and         March 24, 2000
-----------------------     Chief Executive Officer (Principal
Judy B. Turner          Executive, Financial and Accounting Officer)


                                       16
<PAGE>
                                  EXHIBIT INDEX



Exhibit
Number   Exhibit
------   -------

 3.1     Articles of Incorporation. 1/

 3.2     Bylaws. 1/

 4.1     Instruments Defining the Rights of Security Holders. See Articles of
         Incorporation at Exhibit 3.1 hereto and Bylaws at Exhibit 3.2 hereto.

10.1     Agreement to Lease, dated August 20, 1996 between Daniel B. Pattillo
         and Decatur First  Bank Group, Inc. 1/

10.3*    Employment Agreement, dated as of June 1, 1996 among Decatur First Bank
         (In Organization), Decatur First Bank Group, Inc and Judy B. Turner. 2/

10.4*    1998 Stock Incentive Plan 3/

10.5     Agreement to Modify and Enlarge the Main Office Facility, dated January
         22, 1999 between Decatur First Bank and Malone Construction Company
         (Exhibits omitted.)4/

13.1     Decatur First Bank Group, Inc. 1998 Annual Report to Shareholders.
         Except with respect to those portions specifically incorporated by
         reference into this Report, the Company's 1998 Annual Report to
         Shareholders is not deemed to be filed as part of this Report.

22.1     Subsidiaries of Decatur First Bank Group, Inc. 3/

24.1     Power of Attorney (appears on the signature pages to this Annual Report
         on 10-KSB).

27.1     Financial Data Schedule

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

* Compensatory plan or arrangement.

1/   Incorporated herein by reference to exhibit of the same number to the
     Company's Registration Statement on Form SB-2, Registration No. 333-14355,
     filed October 18, 1996.

2/   Incorporated herein by reference to exhibit 10.4 to the Company's
     Registration Statement on Form SB-2, Registration No. 333-14355, filed
     October 18, 1996.

3/   Incorporated herein by reference to exhibit of the same number in the
     Company's Annual Report on 10-KSB for the year ended December 31, 1997.

4/   Incorporated herein by reference to exhibit of same number in the Company's
     Annual Report on Form 10-KSB for the year ended December 31, 1998.