SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-K


               |X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                -   OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

             |_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the transition period from ______ to ______

                           COMMISSION FILE NO. 0-24532
                           FLAG FINANCIAL CORPORATION
                           --------------------------
             (Exact name of Registrant as specified in its charter)

         GEORGIA                                                58-2094179
------------------------------                               -------------------
State or other jurisdiction of                               (I.R.S.  Employer
 incorporation or organization)                              Identification No.)

               101 NORTH GREENWOOD STREET, LAGRANGE, GEORGIA 30240
               ---------------------------------------------------
                    (Address of principal executive offices)

                                 (706) 845-5000
                                 --------------
                         (Registrant's telephone number)

      Securities registered pursuant to Section 12(b) of the Act:     None
 Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $1.00
                                    PAR VALUE
                                 _______________

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the  past  90  days.  Yes  X    No
                          ---     ---

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  the  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part  III  of this Form 10-K or any
amendment  to  this  Form  10-K.   X
                                  ---

The  aggregate market value of the Registrant's outstanding Common Stock held by
non-affiliates  of  the  Registrant  on  March  19,  2001  was  approximately
$41,822,163.  There  were  7,988,001  shares  of  Common Stock outstanding as of
March  19,  2001.

DOCUMENTS  INCORPORATED  BY  REFERENCE
--------------------------------------

Portions  of  the  Registrant's  Proxy  Statement  for  the  Annual  Meeting  of
Shareholders to be held on April 18, 2001, are incorporated by reference in Part
III  hereof.  Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 2000 are incorporated by reference in Parts I and
II  hereof.


<PAGE>
<TABLE>
<CAPTION>
                              FLAG FINANCIAL CORPORATION
                              ANNUAL REPORT ON FORM 10-K
                      FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                    TABLE OF CONTENTS
                                    -----------------


ITEM                                                                               PAGE
NUMBER                                                                            NUMBER
------                                                                            ------
<S>                                                                               <C>
PART I

1.       Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1

2.       Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      10

3.       Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . .      10

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

PART II

5.       Market for Registrant's Common Stock and Related Shareholder Matters. .      11

6.       Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . .      11

7.       Management's Discussion and Analysis of Financial Condition and
         Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . .      11

7A.      Quantitative and Qualitative Disclosures about Market Risk. . . . . . .      11

8.       Financial Statements and Supplementary Data . . . . . . . . . . . . . .      11

9.       Changes in and Disagreements with Accountants on Accounting and Financial
         Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      12

PART III

10.      Directors and Executive Officers of the Registrant. . . . . . . . . . .      12

11.      Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . .      12

12.      Security Ownership of Certain Beneficial Owners and Management. . . . .      12

13.      Certain Relationships and Related Transactions. . . . . . . . . . . . .      12


PART IV

14.      Exhibits, Financial Statement Schedules and Reports on Form 8-K . . . .      12

                 Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . .      16

                 Index of Exhibits . . . . . . . . . . . . . . . . . . . . . . .      18
</TABLE>


                                        i
<PAGE>
                                     PART I
                                     ------

ITEM  1.     BUSINESS

SPECIAL  CAUTIONARY  NOTICE  REGARDING  FORWARD-LOOKING  STATEMENTS

     Certain  of  the  matters  discussed  in  this  document  and  in documents
incorporated  by reference herein, including matters discussed under the caption
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations,"  may  constitute  forward-looking  statements  for  purposes of the
Securities  Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended.  These  forward-looking statements may involve known and unknown risks,
uncertainties  and other factors which may cause the actual results, performance
or  achievements  of the Company to be materially different from future results,
performance  or  achievements  expressed  or  implied  by  the  forward-looking
statements.  The  words  "expect,"  "anticipate,"  "intend,"  "plan," "believe,"
"seek,"  "estimate,"  and  similar  expressions  are  intended  to  identify the
forward-looking  statements.  The Company's actual results may differ materially
from  the  results  anticipated  in  these  forward-looking  statements due to a
variety  of  factors,  including,  without  limitation:

     (1)  The  effects  of  future  economic  conditions;

     (2)  Governmental  monetary and fiscal policies, as well as legislative and
          regulatory  changes;

     (3)  The risks of changes in interest rates on the level and composition of
          deposits,  loan  demand, and the values of loan collateral, securities
          and  interest  rate  protection  agreements,  as well as interest rate
          risks;

     (4)  The  effects  of  competition  from  other  commercial banks, thrifts,
          mortgage  banking  firms,  consumer  finance companies, credit unions,
          securities  brokerage  firms,  insurance  companies,  money market and
          other  mutual  funds and other financial institutions operating in the
          Company's  market area and elsewhere, including institutions operating
          locally,  regionally,  nationally  and  internationally, together with
          such  competitors  offering  banking  products  and  services by mail,
          telephone,  and  computer  and  the  Internet;  and

     (5)  The  failure  of  assumptions underlying the establishment of reserves
          for  possible  loan losses and estimations of values of collateral and
          various  financial  assets  and  liabilities.

     All  written or oral forward-looking statements attributable to the Company
are  expressly  qualified  in  their  entirety  by  these cautionary statements.

THE  COMPANY

     FLAG  Financial  Corporation  ("FLAG"  or  the "Company") is a bank holding
company  headquartered  in  LaGrange,  Georgia  and is registered under the Bank
Holding Company Act of 1956, as amended.  The Company is the sole shareholder of
FLAG  Bank,  (the "Bank").  During 2000, The Citizens Bank and Thomaston Federal
Savings  Bank  were  merged  into First Flag Bank.  Effective December 31, 2000,
First  Flag  Bank  merged  into  Citizens  Bank  and  the  name of the surviving
institution  was  changed  to  FLAG  Bank.

     The  Company  was  incorporated  under  the laws of the State of Georgia on
February 9, 1993 at the direction of First Flag Bank for the purpose of becoming
the  holding  company  for  First Flag Bank.  As a result, shareholders of First
Flag  Bank  became  shareholders  of  the  Company,  with  the same proportional
interests  in  the Company as they previously held in First Flag Bank (excluding
the  nominal  effect  on their ownership interest of the exercise of dissenters'
rights  by  certain  shareholders  of  First  Flag  Bank).  Following  the
reorganization  into a bank holding company structure, First Flag Bank continued
its  business  operations  as a federally-chartered stock savings bank under the
same  name,  charter and bylaws.  First Flag Bank converted from a federal stock
savings  bank  to  a  Georgia  state-chartered  bank  on  June  11,  1999.

     As  a bank holding company, the Company facilitates the Bank's abilities to
serve  its customers' requirements for financial services.   The holding company
structure provides greater financial and operating flexibility than is available
to  the  Bank.  For  example, the Company may assist the Bank in maintaining its
required  capital ratios by borrowing money and contributing the proceeds of the
debt to the Bank as primary capital. Additionally, the Articles of Incorporation
and  Bylaws  of the Company contain terms that provide a degree of anti-takeover
protection  to  the  Company  that is currently unavailable to the Bank and it's
shareholders under regulations of the Federal Deposit Insurance Corporation (the
"FDIC"),  but  is  permissible  for  the  Company  under  Georgia  law.


                                        1
<PAGE>
     A substantial portion of the Company's growth has been through acquisitions
of  other  financial  institutions.  As  part of its ongoing strategic plan, the
Company  continually evaluates business combination opportunities and frequently
conducts  due  diligence  activities  in  connection  with  possible  business
combinations.  As  a result, business combination discussions, and in some cases
negotiations,  frequently take place, and future business combinations involving
cash,  debt  or  equity  securities  can  be  expected.  Any  future  business
combination that the Company might undertake may be material, in terms of assets
acquired  or  liabilities  assumed,  to  the  Company's  financial  condition.
Additionally,  a  future  business  combination could result in dilution of book
value  and  net  income per share for the acquirer. The Company's practice is to
avoid  possible  dilution  except  where projections indicate a relatively short
payback  period.

     The  Company  completed  a  merger  with  Middle  Georgia  Bankshares, Inc.
("Middle  Georgia")  in March 1998.  Through the merger with Middle Georgia, the
Company  acquired  Citizens Bank, Middle Georgia's wholly-owned bank subsidiary.
The  Company  completed a merger with Three Rivers Bancshares, Inc. in May 1998.
Three  Rivers' wholly-owned subsidiary, Bank of Milan, merged into Citizens Bank
on  January  1,  1999.  The Company completed a merger with Empire Bank Corp. in
December  1998.  Empire  Bank  Corp.'s  wholly-owned  subsidiary, Empire Banking
Company, merged into Citizens Bank on January 1, 1999.  The Company acquired The
Brown  Bank  through  the  merger of The Brown Bank with Citizens Bank effective
December  31,  1998.  The  Company  completed  a  merger  with Thomaston Federal
Savings  Bank,  whereby,  Thomaston  Federal  Savings  Bank  merged  with  a
wholly-owned subsidiary of the Company, created solely to facilitate the merger.
Thomaston  Federal Savings Bank became a subsidiary of the Company on August 27,
1999 and merged in First Flag Bank in 2000.  The Company completed a merger with
First Hogansville Bankshares, Inc., parent company of The Citizens Bank, located
in  Hogansville,  Georgia, on September 30, 1999.  First Hogansville Bankshares,
Inc.  became  a  subsidiary of the Company.  The Citizens Bank merged into First
Flag  Bank,  on February 11, 2000.  On December 31, 2000, First Flag Bank merged
into  Citizens Bank and the surviving institution changed its name to FLAG Bank.

     As a result of the merger of Empire Banking Company into Citizens Bank, the
Company  discontinued  the  operations of E.B.C. Financial Services, Inc. during
1999.  The  services  provided  through  E.B.C. Financial Services, Inc. are now
provided  through  FLAG  Insurance Services which operates as a division of FLAG
Bank.

     FLAG  is  also  a  service  provider of mortgage, appraisal, investment and
insurance  services  though  FLAG  Mortgage,  FLAG  Appraisal  Services,  FLAG
Investment  Services  and  FLAG  Insurance  Services.  All of these services are
provided  by  a  division  of  FLAG  Bank.

     THE EAGLE'S LANDING CENTER.  In November 1999, FLAG established a corporate
operations  center  called  the  Eagle's Landing Center, located in Stockbridge,
Georgia.  The  Eagle's  Landing  Center supports the Bank's data/item processing
operations,  serves  as  executive  management  offices, training facility and a
corporate  communications  center.


THE  BANK

     FLAG BANK.  FLAG Bank is a state bank organized under the laws of the State
of Georgia with banking offices in the cities of Unadilla, Dooly County, Vienna,
Dooly  County,  Byromville,  Dooly  County, Montezuma, Macon County, Oglethorpe,
Macon  County,  Buena  Vista,  Marion  County,  Cusseta,  Chattahoochee  County,
Cordele,  Crisp  County, Milan, Telfair County, McRae, Telfair County, LaGrange,
Troup  County,  Hogansville, Troup County, Thomaston, Upson County, Stockbridge,
Henry County and Suwanee, Forsyth County, Georgia.  The Pinehurst, Dooly County,
Georgia, office of FLAG Bank discontinued operations on December 31, 1999.  FLAG
Bank  was  originally  chartered  in  1931  as  the  Citizens  Bank and became a
wholly-owned  subsidiary  of  Middle Georgia in 1989.  On March 31, 1998, Middle
Georgia  merged into the Company, and FLAG Bank became a wholly-owned subsidiary
of  the  Company.

     On  December 31, 1998, The Brown Bank, with offices in Cobbtown, Metter and
Reidsville,  Georgia, merged into FLAG Bank.  The Reidsville office of The Brown
Bank  division  of  FLAG  Bank  discontinued  operations  on September 30, 1999.

     On  January  1,  1999,  Empire Banking Company, with offices in Homerville,
Waycross  and  Blackshear,  Georgia,  merged  into  FLAG  Bank.

     On  January  1,  1999,  Bank  of  Milan,  with  offices in Milan and McRae,
Georgia,  merged  into  FLAG  Bank.

      During  the second quarter of 1999, FLAG Bank established a de novo branch
office  named  First  Flag  Bank  -  Statesboro,  in Statesboro, Bulloch County,
Georgia.


                                        2
<PAGE>
     On  April  30,  1999, FLAG Bank completed its acquisition of the Blackshear
Branch  Office  of  First  Georgia  Bank,  located in Blackshear, Pierce County,
Georgia.

     On  August 27, 1999, Thomaston Federal merged into the Company and became a
wholly-owned subsidiary of the Company.  On December 30, 2000, Thomaston Federal
merged  into  First  Flag  Bank.

     In  November  1999,  the Company established a loan production office named
First  Flag  Bank  -  Atlanta,  in  Suwanee,  Forsyth County, Georgia, which now
operates  as  a  division  of  FLAG  Bank.

     On  February  11,  2000,  The  Citizens  Bank, with offices in Hogansville,
Georgia,  merged  into  First  Flag  Bank.

     On  December 31, 2000 First Flag Bank merged into the Citizens Bank and the
surviving  institution  changed  its  name  to  FLAG  Bank.

     FLAG  Mortgage  operates  as  a division of FLAG Bank and operates mortgage
loan production offices in LaGrange, Troup County, Columbus, Muscogee County and
Macon,  Bibb  County,  Georgia,  and  Phenix  City,  Russell  County,  Alabama.


     BUSINESS  OF  THE  BANK.  The  Bank's  businesses  consist  primarily  of
attracting  deposits  from  the  general public and, with these and other funds,
making  residential mortgage loans, consumer loans, commercial loans, commercial
real  estate  loans,  residential construction loans and securities investments.
In  addition  to  deposits,  sources  of  funds  for  the Banks' loans and other
investments  include  amortization and prepayment of loans, loan origination and
commitment  fees,  sales  of loans or participations in loans, fees received for
servicing  loans  sold to others and advances from the Federal Home Loan Bank of
Atlanta ("FHLBA").  The Bank's principal sources of income are interest and fees
collected  on  loans,  including fees received for originating and selling loans
and  for  servicing  loans sold to others, and, to a lesser extent, interest and
dividends  collected  on  other  investments  and  service  charges  on  deposit
accounts.  The Bank's principal expenses are interest paid on deposits, interest
paid  on  FHLBA  advances,  employee  compensation,  federal  deposit  insurance
premiums,  office  expenses  and  other  overhead  expenses.

     While  the  Bank  attempts  to  avoid  concentrations  of loans to a single
industry or based on a single type of collateral, the various types of loans the
Bank  makes  have  certain  risks associated with them.  Consumer and commercial
loans  present  risks  which,  among  other  things,  include fraud, bankruptcy,
economic  downturn, deteriorated or non-existing collateral, changes in interest
rates  and customer financial problems.  Real estate loans present risks related
to,  among  other  things,  whether  the  builder  is able to sell the property,
whether  the  buyer  is  able  to  obtain  permanent financing and the nature of
changing  economic  conditions.

     The  Company's  primary  asset  is its stock in the Bank.  Accordingly, its
financial  performance  is  determined primarily by the results of operations of
the  Bank.  For  information  regarding the consolidated financial condition and
results  of  operations  of the Company as of December 31, 2000 and 1999 and for
the  three  years  in  the  period  ended  December  31, 2000, see "Management's
Discussion  and  Analysis of Financial Condition and Results of Operations," and
the  Consolidated  Financial  Statements  of  the Company, and the related notes
which  are  incorporated  by  reference in Part II hereof.  All average balances
presented  in  this  report  were  derived  based  on  daily  averages.


RECENT  DEVELOPMENTS

     The  following section describes the significant acquisitions and corporate
transactions  of  the  Company  during  2000.

     On  July  31,  2000, FLAG sold its branch locations in Cobbtown, Metter and
Statesboro, Georgia.  FLAG recognized a gain of approximately $2,011,000 in this
sale.

     On  September  30,  2000,  FLAG  sold  its  branch locations in Blackshear,
Homerville  and  Waycross,  Georgia.  FLAG  recognized  a  gain of approximately
$3,069,000  in  this  sale.


                                        3
<PAGE>
EMPLOYEES

     As of December 31, 2000, the Company (including the Bank) had 230 full-time
and 24 part-time employees.  The employees are not represented by any collective
bargaining  unit,  and the Company considers its relationship with its employees
to  be  good.

COMPETITION

     The  banking  business in Georgia is highly competitive.  The Bank competes
not  only  with other banks and thrifts that are located in the same counties as
the  Bank  and  in  surrounding  counties,  but  with  other  financial  service
organizations  including  credit  unions,  finance  companies,  and  certain
governmental  agencies.  To  the extent that the Bank must maintain non-interest
earning  reserves against deposits, it may be at a competitive disadvantage when
compared  with  other  financial  service organizations that are not required to
maintain  reserves  against  substantially  equivalent  sources of funds.  Also,
other financial institutions with which the Bank competes may have substantially
greater  resources and lending capabilities due to the size of the organization.

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 their 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.

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

     -    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;

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

     -    Merging  or  consolidating  with  any  other  bank  holding  company.

     Additionally,  the  Bank  Holding  Company  Act  provides  that the Federal
Reserve  may not approve any of these transactions if it would result in or tend
to  create a monopoly or, substantially lessen competition or otherwise function
as  a  restraint  of  trade, unless the anti-competitive effects of the proposed
transaction  are  clearly  outweighed  by  the  public  interest  in meeting the
convenience  and  needs  of  the community to be served.  The Federal Reserve is
also  required  to  consider  the  financial and managerial resources and future
prospects  of the bank holding companies and banks concerned and the convenience
and needs of the community to be served.  The Federal Reserve's consideration of
financial  resources  generally  focuses on capital adequacy, which is discussed
below.

     Under  the  Bank  Holding  Company  Act,  if  adequately  capitalized  and
adequately  managed,  the  Company  or any other 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 that has only
been  in  existence  for  a  limited  amount of time or will 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 company acquires 10% or more, but less than 25%, of any class of
voting  securities  and  either:


                                        4
<PAGE>
     -    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.

Our  common  stock is registered under the Securities Exchange Act of 1934.  The
regulations  provide  a  procedure  for  challenge  of  the  rebuttable  control
presumption.

     PERMITTED  ACTIVITIES.  Since  we have not qualified or elected to become a
financial  holding  company,  we are generally prohibited under the Bank Holding
Company  Act  from  engaging  in or acquiring direct or indirect control of more
than  5% of the voting shares of any company engaged in any activity other than:

     -    Banking  or  managing  or  controlling  banks;  and

     -    An  activity  that  the  Federal  Reserve  determines 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  as  to  be  a  proper  incident  to  the  business  of banking include:

     -    Factoring  accounts  receivable;

     -    Making,  acquiring,  brokering  or  servicing  loans and usual related
          activities;

     -    Leasing  personal  or  real  property;

     -    Operating  a  non-bank  depository  institution,  such  as  a  savings
          association;

     -    Trust  company  functions;

     -    Financial  and  investment  advisory  activities;

     -    Conducting  discount  securities  brokerage  activities;

     -    Underwriting  and  dealing  in government obligations and money market
          instruments;

     -    Providing  specified  management consulting and counseling activities;

     -    Performing  selected  data  processing  services and support services;

     -    Acting  as  agent or broker in selling credit life insurance and other
          types  of  insurance  in  connection  with  credit  transactions;  and

     -    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
it  or  any  of  its  bank  subsidiaries.

     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 financial activity.  The Bank Holding Company Act
expressly  lists  the  following  activities  as  financial  in  nature:

     -    Lending,  trust  and  other  banking  activities;

     -    Insuring,  guaranteeing,  or  indemnifying  against  loss  or harm, or
          providing  and  issuing  annuities, and acting as principal, agent, or
          broker  for  these  purposes,  in  any  state;


                                        5
<PAGE>
     -    Providing  financial,  investment,  or  advisory  services;

     -    Issuing  or  selling  instruments  representing  interests in pools of
          assets  permissible  for  a  bank  to  hold  directly;

     -    Underwriting,  dealing  in  or  making  a  market  in  securities;

     -    Other  activities  that  the  Federal  Reserve  may determine to be so
          closely related to banking or managing or controlling banks as to be a
          proper  incident  to  managing  or  controlling  banks;

     -    Foreign  activities  permitted  outside  of  the  United States if the
          Federal  Reserve  has  determined  them to be usual in connection with
          banking  operations  abroad;

     -    Merchant  banking  through  securities  or  insurance  affiliates; and

     -    Insurance  company  portfolio  investments.

     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, the
Company is expected to act as a source of financial strength for the Bank and to
commit  resources  to  support  the Bank.  This support may be required at times
when,  without this Federal Reserve policy, the Company might not be inclined to
provide it.  In addition, any capital loans made by the Company to the Bank will
be  repaid  only  after its deposits and various other obligations are repaid in
full.  In  the  unlikely event of the Company's bankruptcy, any commitment by it
to  a federal bank regulatory agency to maintain the capital of the Bank will be
assumed  by  the  bankruptcy  trustee  and  entitled  to  a priority of payment.

THE  BANK

     Since  the  Bank is a commercial bank chartered under the laws of the State
of  Georgia,  it  is  primarily  subject  to  the  supervision,  examination and
reporting  requirements  of  the  FDIC and the Georgia Department of Banking and
Finance.  The  FDIC  and  Georgia  Department  of  Banking and Finance regularly
examine  the  Bank's  operations and have the authority to approve or disapprove
mergers,  the  establishment  of  branches  and similar corporate actions.  Both
regulatory  agencies 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.

     BRANCHING.Under  current  Georgia  law,  the  Bank  may open branch offices
throughout  Georgia with the prior approval of the Georgia Department of Banking
and  Finance.  In addition, with prior regulatory approval, the Bank may acquire
branches  of existing banks located in Georgia.  The Bank and any other national
or  state-chartered bank generally may branch across state lines by merging with
banks  in  other states if allowed by the applicable states' laws.  Georgia law,
with  limited exceptions, currently permits branching across state lines through
interstate  mergers.

     Under  the  Federal  Deposit  Insurance  Act, states may "opt-in" and allow
out-of-state  banks  to  branch  into their state by establishing a new start-up
branch  in  the  state.  Currently,  Georgia has not opted-in to this provision.
Therefore,  interstate  merger  is  the only method through which a bank located
outside  of Georgia may branch into Georgia.  This provides a limited barrier of
entry  into  the  Georgia  banking  market,  which protects us from an important
segment  of  potential competition.  However, because Georgia has elected not to
opt-in,  our  ability to establish a new start-up branch in another state may be
limited.  Many  states  that have elected to opt-in have done so on a reciprocal
basis,  meaning  that  an  out-of-state bank may establish a new start-up branch
only  if  their  home  state  has  also  elected to opt-in.  Consequently, until
Georgia changes its election, the only way we will be able to branch into states
that  have  elected  to  opt-in on a reciprocal basis will be through interstate
merger.


                                        6
<PAGE>
     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, the 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 categories. At December 31, 2000, 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, subject to various limitations.
The  controlling holding company's obligation to fund a capital restoration plan
is limited to the lesser of 5% of an undercapitalized subsidiary's assets at the
time  it  became  undercapitalized  or  the  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 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  insured  depository  institutions that takes into account the risks
attributable  to  different  categories  and  concentrations  of  assets  and
liabilities.  The  system  assigns  an  institution  to  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 for prompt corrective action
purposes.  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  is set at 1.96 cents per $100 of
deposits  for  the  first  quarter  of  2001.

     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 that,
in  connection  with  examinations  of  financial  institutions  within  their
respective  jurisdictions,  the  Federal  Reserve or the FDIC shall evaluate the
record  of  each  financial institution in meeting the credit needs of its local
community,  including  low  and  moderate-income neighborhoods.  These facts are
also  considered 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.  Additionally, we must
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:

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

     -    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;

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

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


                                        7
<PAGE>
     -    The  Fair  Debt Collection Act, governing the manner in which consumer
          debts  may  be  collected  by  collection  agencies;  and

     -    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:

     -    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

     -    The  Electronic  Funds  Transfer  Act  and  Regulation E issued by the
          Federal Reserve to implement that act, which govern 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
the 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.   The  Bank is also subject to
risk-based  and  leverage  capital  requirements  adopted by the FDIC, which are
substantially  similar  to those adopted by the Federal Reserve for bank holding
companies.

     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  non-cumulative  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,  2000  our  consolidated  ratio  of total capital to
risk-weighted  assets  was 12.5% and our consolidated ratio of Tier 1 Capital to
risk-weighted  assets  was  11.3%.

     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 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, 2000, our consolidated leverage ratio was 10.1%.  The
guidelines also provide that bank holding companies experiencing internal growth
or  making  acquisitions  will  be expected to maintain strong capital positions
substantially  above  the  minimum  supervisory  levels  without  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 leverage capital
guidelines  issued  by  the  Georgia  Department  of  Banking and Finance, which
provide  for  minimum  ratios  of  Tier  1  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,  significant  additional  restrictions  can  be  imposed  on
FDIC-insured  depository  institutions  that  fail  to  meet  applicable capital
requirements.  See  "-Prompt  Corrective  Action."


                                        8
<PAGE>
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.

     At  December 31, 2000, the Bank was able to pay approximately $2,973,000 in
dividends  to  the  Company  without  prior  regulatory  approval.

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:

     -    Loans  or  extensions  of  credit  to  affiliates;

     -    Investment  in  affiliates;

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

     -    Loans  or  extensions of credit to third parties collateralized by the
          securities  or  obligations  of  affiliates;  and

     -    Any  guarantee,  acceptance or letter of credit issued on behalf of an
          affiliate.

     The  total amount 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 other
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, prohibit 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,  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.


                                        9
<PAGE>
PRIVACY

     Financial  institutions  are  required  to  disclose  their  policies  for
collecting  and  protecting  confidential  information.  Customers generally may
prevent  financial  institutions  from  sharing  nonpublic  personal  financial
information  with nonaffiliated third parties except under narrow circumstances,
such as the processing of transactions requested by the consumer.  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  to  consumers.

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  affect  the  levels of bank loans, investments and deposits through its
control over the issuance of United States government securities, its regulation
of  the  discount rate applicable to member banks and its influence over reserve
requirements to which member banks are subject.  We cannot predict the nature or
impact  of  future  changes  in  monetary  and  fiscal  policies.

SELECTED  STATISTICAL  INFORMATION

     Selected  statistical information is included in the Company's Management's
Discussion  and Analysis of Financial Condition and Results of Operations as set
forth  on  pages  6  through  15  of  the  Company's  2000  Annual  Report. Such
information  is  incorporated  by  reference.

ITEM  2.     PROPERTIES

THE  COMPANY  AND  FLAG  BANK

     The  executive  offices  of the Company are located at 235 Corporate Center
Drive,  The  Eagle's  Landing  Center, Stockbridge, Georgia.  The Company leases
this  property.  FLAG  Bank conducts business from facilities primarily owned by
the  Bank,  all  of  which are in good condition and are adequate for the Bank's
current  and  foreseeable  needs.  The Company and FLAG Bank provide services or
perform  operational  functions at 25 locations, of which 16 locations are owned
and  9  are  leased.  Note  5 to the Company's Consolidated Financial Statements
includes  additional  information  regarding  amounts  invested  in premises and
equipment.


ITEM  3.     LEGAL  PROCEEDINGS

     FLAG  Financial and the FLAG Bank are periodically involved as plaintiff or
defendant  in  various  legal  actions in the ordinary course of their business.

     As previously reported, FLAG Bank purchased certain warehouse loans of Gulf
Properties  Financial  Services, Inc., a residential mortgage broker.  The loans
that  Gulf  Properties sold to FLAG Bank were fraudulent.  Gulf Properties filed
Chapter  11  bankruptcy  on  December  30,  1998.  FLAG  Bank  is serving on the
creditors'  committee  and is assisting in the liquidation of assets, which will
be  distributed  on  a  pro  rata basis among the creditors.  As of December 31,
2000,  FLAG  Bank has collected approximately $950,000 as part of the bankruptcy
proceedings.  Additionally,  FLAG  Bank  has  received $1.6 million from a claim
under  its  fidelity  bond regarding this matter.  The perpetrators of the fraud
have  pled  guilty  to criminal charges and have been sentenced to prison.  FLAG
Bank obtained a restitution order as part of the criminal sentence.  FLAG Bank's
exposure  as  a result of the fraud was approximately $3 million.  Several other
banks  also purchased fraudulent loans from Gulf Properties and the total amount
of  exposure  of  all  banks  is  approximately  $32  million.


                                       10
<PAGE>
     As previously reported, Tad Moore Golf, Inc. is a borrower of FLAG Bank. An
investor  in Tad Moore Golf, Inc., who is also a lender to Tad Moore Golf, Inc.,
sued  FLAG  Bank  in Southern District Court in New York alleging that FLAG Bank
fraudulently  induced  the investor into allegedly subordinating his loan to the
loan  of  FLAG  Bank.  The  investor  was  also  a  borrower  of FLAG Bank.  The
plaintiff  is  claming  $1.6 million in consequential damages and $10 million in
punitive  damages.  FLAG  Bank  has succeeded in having the venue of this matter
transferred  from  New  York to United States District Court in Newnan, Georgia.
Discovery ended on July 31, 2000 and FLAG Bank's motion for summary judgement is
pending  before  the  court.  FLAG  Bank  and  the  plaintiff  have  tentatively
negotiated  a settlement favorable to FLAG Bank and are awaiting final execution
of  the  settlement agreement.  Until the settlement is final, FLAG Bank intends
to continue vigorously defending this claim and pursue counterclaims against the
investor.

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

     No matter was submitted by the Company to a vote of its shareholders during
the  fourth  quarter  of  2000.

                                     PART II
                                     -------

ITEM 5.     MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS

          Information  relating to the market for, holders of and dividends paid
on  the  Company's  common  stock  is  set  forth  under  the caption "Corporate
Information  -  Stock  Prices  and  Dividends"  on page 43 of the Company's 2000
Annual  Report.  Such  information  is  incorporated  herein  by  reference.

     The Company did not sell any unregistered shares of its common stock during
2000.


ITEM  6.     SELECTED  FINANCIAL  DATA

     Selected  consolidated  financial  data  for  the  Company  for each of the
five-year  period  ended  December  31,  2000  is  set  forth  under the caption
"Financial Highlights" on page 5 of the 2000 Annual Report.  Such financial data
is  incorporated  herein  by  reference.


ITEM  7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCAL CONDITION AND
             RESULTS  OF  OPERATIONS

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations  is  set  forth  on  pages  6 through 15 of the Company's 2000 Annual
Report.  Such  information  is  incorporated  herein  by  reference.


ITEM  7A.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     Quantitative and qualitative disclosures about the Company's market risk is
set  forth  on page 15 of the Company's 2000 Annual Report.  Such information is
incorporated  herein  by  reference.


ITEM  8.     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     The  following  financial  statements  are  included  in the Company's 2000
Annual  Report  on pages 16 through 42 and are incorporated herein by reference:

     Report  of  Certified  Public  Accountants
     Consolidated  Balance  Sheets  as  of  December  31,  2000  and  1999
     Consolidated  Statements of Earnings for the years ended December 31, 2000,
     1999  and  1998
     Consolidated  Statements  of  Comprehensive  Income  for  the  years  ended
     December  31,  2000,  1999  and  1998
     Consolidated  Statements  of  Changes in Stockholders' Equity for the years
     ended  December  31,  2000,  1999  and  1998
     Consolidated  Statements  of  Cash  Flows  for the years ended December 31,
     2000,  1999  and  1998
     Notes  to  Consolidated  Financial  Statements


                                       11
<PAGE>
ITEM  9.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL DISCLOSURE

     None


                                    PART III
                                    --------

ITEM  10.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     Information relating to the directors and executive officers of the Company
is  set forth under the captions "Proposal 1 - Election of Directors-Nominees, -
Information  Regarding  Nominees  and  Continuing  Directors  and  -  Executive
Officers"  at  pages  3  through 6 in the Company's Proxy Statement for its 2000
Annual  Meeting  of Shareholders to be held on April 18, 2001.  Such information
is  incorporated  herein  by  reference.

     Information  regarding  compliance  with  Section  16(a)  of the Securities
Exchange  Act  of  1934,  as amended, by directors and executive officers of the
Company  and  the  Bank  is set forth under the caption "Compliance with Section
16(a)  of the Securities Exchange Act of 1934" at page 18 in the Proxy Statement
referred  to  above.  Such  information is incorporated herein by reference.  To
the  Company's knowledge, no person was the beneficial owner of more than 10% of
the  Company's  common  stock  during  2000.


ITEM  11.     EXECUTIVE  COMPENSATION

     Information  relating  to  executive  compensation and the sale of stock to
certain  directors  is  set  forth  under  the captions "Proposal 1- Election of
Directors-  Director  Compensation"  and  "Executive  Compensation"  at pages 10
through  18  in  the  Proxy  Statement  referred  to  in  Item  10  above.  Such
information  is  incorporated  herein  by  reference.


ITEM  12.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     Information  regarding  ownership  of  the  Company's  common  stock  as of
December  31,  2000,  by management and beneficial owners of 5% of the Company's
common  stock  is  set  forth  under  the  captions  "Proposal  1  - Election of
Directors - Management Stock Ownership" and "Principal Shareholders"  at pages 7
through  9  and  page 18 in the Proxy Statement referred in Item 10 above and is
incorporated  herein  by  reference.


ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Information  regarding certain transactions between the Banks and directors
and  executive  officers  of  the  Company  and  the Bank is set forth under the
caption "Related Party Transactions"  at page 18 in the Proxy Statement referred
to  in  Item  10  above  and  is  incorporated  herein  by  reference.



                                     PART IV
                                     -------

ITEM  14.     EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES AND REPORTS ON FORM 8-K

(a)(1)     The  list  of  financial  statements  is  included  at  Item  8.

(a)(2)     The  financial  statement  schedules  are  either  included  in  the
           financial  statements  or  are  not  applicable.

(a)(3)     Exhibit  List


                                       12
<PAGE>
EXHIBIT  NO.                         DESCRIPTION
-----------                          -----------

    3.1        Articles  of  Incorporation  of  the  Company, as amended through
               October  15,  1993 (incorporated by reference from Exhibit 3.1(i)
               to  the  Company's Annual Report on Form 10-K for the fiscal year
               ended  December  31,  1993)

    3.2        Bylaws  of  the  Company,  as  amended  through  March  30,  1998
               (incorporated  by reference from Exhibit 3.1(ii) to the Company's
               Annual  Report  on Form 10-K/A for the fiscal year ended December
               31,  1997)

    3.3        Amendment  to  Bylaws  of the Company as adopted by resolution of
               Board of Directors on October 19, 1998 (incorporated by reference
               from  Exhibit  3.3  on  Annual Report on Form 10-K for the fiscal
               year  ended  December  31,  1998)

    3.4        Amendment  to  Bylaws  of the Company as adopted by resolution of
               the  Board  of  Directors  on  December 20,  2000

    4.1        Instruments Defining the Rights of Security Holders (See Articles
               of  Incorporation  at  Exhibit  3.1 hereto and Bylaws at Exhibits
               3.2,  3.3  and  3.4  hereto)

    10.1       Amended  and  Restated  Employment  Agreement  between  J. Daniel
               Speight,  Jr.  and  the  Company  dated  as  of  January 1, 2001*

    10.2       Amended  and  Restated Employment Agreement between John S. Holle
               and  the  Company  dated  as  of  January  1,  2001*

    10.3       Amended  and  Restated  Employment  Agreement  between Charles O.
               Hinely  and  the  Company  dated  as  of  January  1,  2001*

    10.4       Separation  Agreement  between  J. Preston Martin and the Company
               dated  May  13, 1998 (incorporated by reference from Exhibit 10.6
               to  Amendment No. 1 to the Company's Annual Report on Form 10-K/A
               for  the  fiscal  year  ended  December  31,  1997)*

    10.5       Separation  Agreement  between  Robert G. Cochran and the Company
               dated  August  27,  1999  (incorporated by reference from Exhibit
               10.1  to  the  Company's  Quarterly  Report  on Form 10-Q for the
               Quarter  Ended  September  30,  1999)*

    10.6       Split  Dollar  Insurance Agreement between J. Daniel Speight, Jr.
               and  Citizens  Bank  dated  November  2,  1992  (incorporated  by
               reference  from  Exhibit 10.7 to Amendment No. 1 to the Company's
               Annual  Report  on Form 10-K/A for the fiscal year ended December
               31,  1997)*

    10.7       Director  Indexed  Retirement  Program  for  Citizens  Bank dated
               January  13, 1995 (incorporated by reference from Exhibit 10.8 to
               Amendment No. 1 to the Company's Annual Report on Form 10-K/A for
               the  fiscal  year  ended  December  31,  1997)*

    10.8       Form  of  Executive  Agreement  (pursuant  to  Director  Indexed
               Retirement  Program  for Citizens Bank) for individuals listed on
               exhibit  cover  page (incorporated by reference from Exhibit 10.9
               to  Amendment No. 1 to the Company's Annual Report on Form 10-K/A
               for  the  fiscal  year  ended  December  31,  1997)*

    10.9       Form  of Flexible Premium Life Insurance Endorsement Method Split
               Dollar  Plan  Agreement  (pursuant to Director Indexed Retirement
               Program  for  Citizens  Bank)  for  individuals listed on exhibit
               cover  page  (incorporated  by  reference  from  Exhibit 10.10 to
               Amendment No. 1 to the Company's Annual Report on Form 10-K/A for
               the  fiscal  year  ended  December  31,  1997)*


                                       13
<PAGE>
    10.10      Director  Indexed  Fee  Continuation  Program for First Federal
               Savings Bank of LaGrange effective February 3, 1995 (incorporated
               by  reference  from  Exhibit  10.12  to  Amendment  No.  1 to the
               Company's  Annual Report on Form 10-K/A for the fiscal year ended
               December  31,  1997)

    10.11      Form  of  Director  Agreement (pursuant to Director Indexed Fee
               Construction  Program for First Federal Savings Bank of LaGrange)
               for  individuals  listed  on  exhibit cover page (incorporated by
               reference  from Exhibit 10.13 to Amendment No. 1 to the Company's
               Annual  Report  on Form 10-K/A for the fiscal year ended December
               31,  1997)*

    10.12      Form of Flexible Premium Life Insurance Endorsement Method Split
               Dollar  Plan  Agreement  (pursuant  to  Director  Indexed  Fee
               Continuation  Program  of First Federal Savings Bank of LaGrange)
               for  individuals  listed  on  exhibit cover page (incorporated by
               reference  from Exhibit 10.14 to Amendment No. 1 to the Company's
               Annual  Report  on Form 10-K/A for the fiscal year ended December
               31,  1997)*

    10.13      Form  of  Indexed Executive Salary Continuation Plan Agreement by
               and  between  First  Federal  Savings  Bank  of  LaGrange  and
               individuals  listed  on  exhibit  cover  page  (incorporated  by
               reference  from Exhibit 10.15 to Amendment No. 1 to the Company's
               Annual  Report  on Form 10-K/A for the fiscal year ended December
               31,  1997)*

    10.14      Form of  Flexible Premium Life Insurance Endorsement Method Split
               Dollar  Plan Agreement (pursuant to Executive Salary Continuation
               Plan  for First Federal Savings Bank of LaGrange) for individuals
               listed  on  exhibit  cover  page  (incorporated by reference from
               Exhibit  10.16  to Amendment No. 1 to the Company's Annual Report
               on  Form  10-K/A  for  the  fiscal year ended December 31, 1997)*

    10.15      Indexed  Executive  Salary  Continuation  Plan  Agreement  by and
               between  First  Federal  Savings  Bank of LaGrange and William F.
               Holle, Jr. dated February 3, 1995 (incorporated by reference from
               Exhibit  10.17  to Amendment No. 1 to the Company's Annual Report
               on  Form  10-K/A  for  the  fiscal year ended December 31, 1997)*

    10.16      Form  of Deferred Compensation Plan by and between The Citizens
               Bank  and  individuals  listed  on  exhibit  cover  page*

    10.17      FLAG  Financial Corporation 1994 Employees Stock Incentive Plan
               (As  Amended  and  Restated  through  March  30,  1998)*

    10.18      FLAG  Financial Corporation 1994 Directors Stock Incentive Plan
               (As  Amended  through  September  18,  1997)*

    10.19      First Amendment to the FLAG Financial Corporation 1994 Employees
               Stock  Incentive  Plan  (As  Amended and Restated as of March 30,
               1998),  dated  as  of  March  15,  1999*

    10.20      Second  Amendment  to  the  FLAG  Financial  Corporation  1994
               Employees  Stock  Incentive  Plan  (As Amended and Restated as of
               March  30,  1998),  dated  as  of  January  16,  2001*

    10.21      First Amendment to the FLAG Financial Corporation 1994 Directors
               Stock Incentive Plan (As Amended and Restated as of September 18,
               1997),  dated  as  of  December  21,  1998*

    10.22      Second  Amendment  to  the  FLAG  Financial  Corporation  1994
               Directors  Stock  Incentive  Plan  (As Amended and Restated as of
               September  18,  1997),  dated  as  of  October  25,  1999*

    10.23      Third Amendment  to the FLAG Financial Corporation 1994 Directors
               Stock Incentive Plan (As Amended and Restated as of September 18,
               1997),  dated  January  16,  2001*

    13         2000  Annual  Report  to  Shareholders**


                                       14
<PAGE>
    21         Subsidiaries

    23         Consent  of  Porter  Keadle  Moore,  LLP


____________________

     *    The  indicated  exhibit is a compensatory plan required to be filed as
          an  exhibit  to  this  Form  10-K.

     **   Portions  of  the  Company's  2000 Annual Report, as indicated in this
          report,  are  incorporated  herein  by  reference. Other than as noted
          herein,  the  Company's  2000  Annual  Report  is  furnished  to  the
          Securities  and  Exchange Commission solely for its information and is
          not  deemed  to be "filed" with the Securities and Exchange Commission
          or subject to the liabilities of section 18 of the Securities Exchange
          Act  of  1934,  as  amended.


(b)  Reports  on  Form  8-K.

     REPORTS  ON  FORM  8-K  FILED  DURING  FOURTH  QUARTER  OF  2000

     -    The  Company  has  not  made  any  Form  8-K  filings.

     REPORTS  ON  FORM  8-K  FILED  SINCE  YEAR  END  2000

     -    The  Company  has  not  made  any  Form  8-K  filings.


(c)  The  Exhibits  not  incorporated  herein  by  reference  are submitted as a
     separate  part  of  this  report.

(d)  Financial  Statements  Schedules:  The  financial  statement  schedules are
     either  included  in  the  financial  statements  or  are  not  applicable.


SIGNATURES

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

                                           FLAG  FINANCIAL  CORPORATION
                                                  (Registrant)


Date:  March 20, 2001                      By:   /s/  J.  Daniel  Speight, Jr.
                                              ----------------------------------
                                              J.  Daniel  Speight,  Jr.
                                              Chief  Executive  Officer


                                       15
<PAGE>
POWER  OF  ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears below constitutes and appoints J. Daniel Speight, Jr. and John S. Holle,
and  each  of  them,  as true and lawful attorneys-in-fact and agents, 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 thereto, and other
documents  in connection therewith, as amended, with the Securities and Exchange
Commission,  granting  unto said attorneys-in-fact and agents, and each of them,
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 and to
all  intents  and  purposes  as  he  or  she might or could do in person, hereby
ratifying  and  confirming all which said attorneys-in-fact and agents or either
of them, or their or his substitute or substitutes, may lawfully do, or cause to
be  done  by  virtue  hereof.


Pursuant to the requirements of the Securities Act of 1934, this Report has been
signed  by  the following persons in the capacities indicated on March 20, 2001:


     Signature                            Title
     ---------                            -----


/s/  Dr.  A.  Glenn  Bailey               Director
---------------------------
     Dr.  A.  Glenn  Bailey

/s/  James  A.  Brett                     Director
---------------------------
     James  A.  Brett


/s/  H. Speer Burdette,  III              Director
---------------------------
    H. Speer Burdette,  III


/s/  Robert  G.  Cochran                  Vice Chairman of the Board
---------------------------               and Director
     Robert  G.  Cochran


/s/  Patti  S.  Davis                     Senior  Vice  President,
---------------------------               Assistant Secretary  and  Director
     Patti  S.  Davis

/s/  David  B.  Dunaway                   Director
---------------------------
     David  B.  Dunaway


/s/  Fred  A.  Durand,  III               Director
---------------------------
     Fred  A.  Durand,  III


/s/  Charles  O. Hinely                   Chief Operating Officer and
---------------------------               Director
     Charles  O. Hinely


/s/  John  R.  Hines,  Jr.                Director
---------------------------
     John  R.  Hines,  Jr.


/s/  John  S.  Holle                      Chairman  of  the  Board  and
---------------------------               Director
     John  S.  Holle


                                       16
<PAGE>
/s/  James  W.  Johnson                   Director
---------------------------
     James  W.  Johnson


/s/  Kelly  R.  Linch                     Director
---------------------------
     Kelly  R.  Linch


/s/  J.  Preston  Martin                  President  and  Director
---------------------------
     J.  Preston  Martin


/s/  J. Daniel Speight, Jr.               Chief Executive Officer and
---------------------------               Director  (principal
     J. Daniel Speight,  Jr.              executive  officer)


/s/  John  W.  Stewart,  Jr.              Director
---------------------------
     John  W. Stewart, Jr.


/s/  Robert  W.  Walters                  Director
---------------------------
     Robert  W.  Walters


/s/  Thomas  L.  Redding                  Senior  Vice  President,  Chief
---------------------------               Financial Officer, Secretary
     Thomas  L.  Redding                  (principal financial  and
                                          accounting  officer)


                                       17
<PAGE>
FLAG  FINANCIAL  CORPORATION

INDEX  OF  EXHIBITS
-------------------

     The following exhibits are filed as part of or incorporated by reference in
this  report.  Where  such  filing  is  made  by incorporation by reference to a
previously  filed  registration statement or report, such registration statement
or  report  is  identified  in  parentheses.

EXHIBIT  NO.                         DESCRIPTION
-----------                          -----------

    3.1        Articles  of  Incorporation  of  the  Company, as amended through
               October  15,  1993 (incorporated by reference from Exhibit 3.1(i)
               to  the  Company's Annual Report on Form 10-K for the fiscal year
               ended  December  31,  1993)

    3.2        Bylaws  of  the  Company,  as  amended  through  March  30,  1998
               (incorporated  by reference from Exhibit 3.1(ii) to the Company's
               Annual  Report  on Form 10-K/A for the fiscal year ended December
               31,  1997)

    3.3        Amendment  to  Bylaws  of the Company as adopted by resolution of
               Board of Directors on October 19, 1998 (incorporated by reference
               from  Exhibit  3.3  on  Annual Report on Form 10-K for the fiscal
               year  ended  December  31,  1998)

    3.4        Amendment  to  Bylaws  of the Company as adopted by resolution of
               the  Board  of  Directors  on  Decembe  20,  2000

    4.1        Instruments Defining the Rights of Security Holders (See Articles
               of  Incorporation  at  Exhibit  3.1 hereto and Bylaws at Exhibits
               3.2,  3.3  and  3.4  hereto)

    10.1       Amended  and  Restated  Employment  Agreement  between  J. Daniel
               Speight,  Jr.  and  the  Company  dated  as  of  January 1, 2001*

    10.2       Amended  and  Restated Employment Agreement between John S. Holle
               and  the  Company  dated  as  of  January  1,  2001*

    10.3       Amended  and  Restated  Employment  Agreement  between Charles O.
               Hinely  and  the  Company  dated  as  of  January  1,  2001*

    10.4       Separation  Agreement  between  J. Preston Martin and the Company
               dated  May  13, 1998 (incorporated by reference from Exhibit 10.6
               to  Amendment No. 1 to the Company's Annual Report on Form 10-K/A
               for  the  fiscal  year  ended  December  31,  1997)*

    10.5       Separation  Agreement  between  Robert G. Cochran and the Company
               dated  August  27,  1999  (incorporated by reference from Exhibit
               10.1  to  the  Company's  Quarterly  Report  on Form 10-Q for the
               Quarter  Ended  September  30,  1999)*

    10.6       Split  Dollar  Insurance Agreement between J. Daniel Speight, Jr.
               and  Citizens  Bank  dated  November  2,  1992  (incorporated  by
               reference  from  Exhibit 10.7 to Amendment No. 1 to the Company's
               Annual  Report  on Form 10-K/A for the fiscal year ended December
               31,  1997)*

    10.7       Director  Indexed  Retirement  Program  for  Citizens  Bank dated
               January  13, 1995 (incorporated by reference from Exhibit 10.8 to
               Amendment No. 1 to the Company's Annual Report on Form 10-K/A for
               the  fiscal  year  ended  December  31,  1997)*

    10.8       Form  of  Executive  Agreement  (pursuant  to  Director  Indexed
               Retirement  Program  for Citizens Bank) for individuals listed on
               exhibit  cover  page (incorporated by reference from Exhibit 10.9
               to  Amendment No. 1 to the Company's Annual Report on Form 10-K/A
               for  the  fiscal  year  ended  December  31,  1997)*


                                       18
<PAGE>
    10.9       Form  of Flexible Premium Life Insurance Endorsement Method Split
               Dollar  Plan  Agreement  (pursuant to Director Indexed Retirement
               Program  for  Citizens  Bank)  for  individuals listed on exhibit
               cover  page  (incorporated  by  reference  from  Exhibit 10.10 to
               Amendment No. 1 to the Company's Annual Report on Form 10-K/A for
               the  fiscal  year  ended  December  31,  1997)*

    10.10      Director  Indexed  Fee  Continuation  Program for First Federal
               Savings Bank of LaGrange effective February 3, 1995 (incorporated
               by  reference  from  Exhibit  10.12  to  Amendment  No.  1 to the
               Company's  Annual Report on Form 10-K/A for the fiscal year ended
               December  31,  1997)

    10.11      Form  of  Director  Agreement (pursuant to Director Indexed Fee
               Construction  Program for First Federal Savings Bank of LaGrange)
               for  individuals  listed  on  exhibit cover page (incorporated by
               reference  from Exhibit 10.13 to Amendment No. 1 to the Company's
               Annual  Report  on Form 10-K/A for the fiscal year ended December
               31,  1997)*

    10.12      Form of Flexible Premium Life Insurance Endorsement Method Split
               Dollar  Plan  Agreement  (pursuant  to  Director  Indexed  Fee
               Continuation  Program  of First Federal Savings Bank of LaGrange)
               for  individuals  listed  on  exhibit cover page (incorporated by
               reference  from Exhibit 10.14 to Amendment No. 1 to the Company's
               Annual  Report  on Form 10-K/A for the fiscal year ended December
               31,  1997)*

    10.13      Form  of  Indexed Executive Salary Continuation Plan Agreement by
               and  between  First  Federal  Savings  Bank  of  LaGrange  and
               individuals  listed  on  exhibit  cover  page  (incorporated  by
               reference  from Exhibit 10.15 to Amendment No. 1 to the Company's
               Annual  Report  on Form 10-K/A for the fiscal year ended December
               31,  1997)*

    10.14       Form of Flexible Premium Life Insurance Endorsement Method Split
               Dollar  Plan Agreement (pursuant to Executive Salary Continuation
               Plan  for First Federal Savings Bank of LaGrange) for individuals
               listed  on  exhibit  cover  page  (incorporated by reference from
               Exhibit  10.16  to Amendment No. 1 to the Company's Annual Report
               on  Form  10-K/A  for  the  fiscal year ended December 31, 1997)*

    10.15        Indexed  Executive  Salary  Continuation  Plan Agreement by and
               between  First  Federal  Savings  Bank of LaGrange and William F.
               Holle, Jr. dated February 3, 1995 (incorporated by reference from
               Exhibit  10.17  to Amendment No. 1 to the Company's Annual Report
               on  Form  10-K/A  for  the  fiscal year ended December 31, 1997)*

    10.16      Form  of Deferred Compensation Plan by and between The Citizens
               Bank  and  individuals  listed  on  exhibit  cover  page*

    10.17      FLAG  Financial Corporation 1994 Employees Stock Incentive Plan
               (As  Amended  and  Restated  through  March  30,  1998)*

    10.18      FLAG  Financial Corporation 1994 Directors Stock Incentive Plan
               (As  Amended  through  September  18,  1997)*

    10.19      First Amendment to the FLAG Financial Corporation 1994 Employees
               Stock  Incentive  Plan  (As  Amended and Restated as of March 30,
               1998),  dated  as  of  March  15,  1999*

    10.20      Second  Amendment  to  the  FLAG  Financial  Corporation  1994
               Employees  Stock  Incentive  Plan  (As Amended and Restated as of
               March  30,  1998),  dated  as  of  January  16,  2001*

    10.21      First Amendment to the FLAG Financial Corporation 1994 Directors
               Stock Incentive Plan (As Amended and Restated as of September 18,
               1997),  dated  as  of  December  21,  1998*

    10.22      Second  Amendment  to  the  FLAG  Financial  Corporation  1994
               Directors  Stock  Incentive  Plan  (As Amended and Restated as of
               September  18,  1997),  dated  as  of  October  25,  1999*

    10.23      Third Amendment to the FLAG Financial Corporation 1994 Directors
               Stock Incentive Plan (As Amended and Restated as of September 18,
               1997),  dated  January  16,  2001*

    13         2000  Annual  Report  to  Shareholders**


                                       19
<PAGE>
    21         Subsidiaries

    23         Consent  of  Porter  Keadle  Moore,  LLP


____________________
     *    The  indicated  exhibit is a compensatory plan required to be filed as
          an  exhibit  to  this  Form  10-K.
     **   Portions  of  the  Company's  2000 Annual Report, as indicated in this
          report,  are  incorporated  herein  by  reference. Other than as noted
          herein,  the  Company's  2000  Annual  Report  is  furnished  to  the
          Securities  and  Exchange Commission solely for its information and is
          not  deemed  to be "filed" with the Securities and Exchange Commission
          or subject to the liabilities of section 18 of the Securities Exchange
          Act  of  1934,  as  amended.


                                       20
<PAGE>