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                   U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC  20549

                              Amendment No. 1 to
                                 FORM 10-QSB

(Mark One)

/x/ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
    of 1934 

For the quarterly period ended September 30, 1996

                                      OR

/ /  Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from           to 
                               ----------   -------------

Commission file number 33-53656A

                           G&W FINANCIAL CORPORATION
       (Exact Name of Small Business Issuer as Specified in Its Charter)

            Georgia                                       58-2015438
(State or Other Jurisdiction of                        (I.R.S. Employer
 Incorporation or Organization)                       Identification No.)


           1800 Lake Park Drive, Suite 100, Smyrna, Georgia  30080
                   (Address of Principal Executive Offices)

                                (770) 432-2284
               (Issuer's Telephone Number, Including Area Code)

             1950 Lake Park Drive, Suite 110, Atlanta, GA  30080
        (Former Name, Former Address and Former Fiscal year if Changed
                              Since Last Report)


        Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

                     Yes                       No
                        -------------             ------------


        State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:  10,000 shares of common
stock
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 This Amendment is being filed solely to include the Financial Data Schedules

                  required under Item 601 of Regulation S-B
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                                  SIGNATURES

        In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    G&W FINANCIAL CORPORATION

                                                                        
                                    By:\s\Donald A. Wagley, President  
                                       ------------------------------ 
                                          Donald A. Wagley, President 


        Pursuant to the requirements of the Securities Exchange Act of 1934,
this form 10-QSB was signed by the following persons in the capacities
indicated on January 21, 1997.

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

\s\Donald A. Wagley                President and a Director (principal executive
------------------------------     officer)
Donald A. Wagley


\s\Priscilla J. Granese            Vice President, Secretary, Treasurer and a 
------------------------------     Director (principal financial officer)
Priscilla J. Granese