<PAGE>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-QSB



[X]      Quarterly report under Section 13 or 15 (d) of the Securities Exchange
         Act of 1934 For the quarterly period ended March 31, 2003

[ ]      Transition report under Section 13 or 15 (d) of the Exchange Act For
         the transition period from                    to
                                    ------------------    -------------------

Commission file number     333-07914
                       --------------------------------------------------------


                       CITIZENS EFFINGHAM BANCSHARES, INC.
                      ------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

   GEORGIA                                                    58-2357619
--------------------------------                          --------------------
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

                             802 South Laurel Street
                               Post Office Box 379
                           Springfield, Georgia 31329
                           --------------------------
                    (Address of Principal Executive Offices)

                                 (912) 754-0754
                (Issuer's Telephone Number, Including Area Code)

                                 Not Applicable
                                 --------------
              (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        X         No
     ---------------     ------------------



                      APPLICABLE ONLY TO CORPORATE ISSUERS

           State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: Common Stock $1 par
value, 512,000 shares outstanding at March 31, 2003


Transitional Small Business Disclosure Format (check one):

 Yes                  No          X
      --------------       -------------------



<PAGE>



                       Citizens Effingham Bancshares, Inc.
                                 and Subsidiary

                                      INDEX

<TABLE>
<CAPTION>
PART I:    FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS                                                           PAGE

<S>     <C>                                                                               <C>
The following financial statements are provided for Citizens Effingham
Bancshares, Inc. and the subsidiary bank, Citizens Bank of Effingham.

        Consolidated Balance Sheets (unaudited) - March 31, 2003 and
        December 31, 2002.                                                                  2

        Consolidated Statements of Income (unaudited) - For the Three Months
        Ended March 31, 2003 and 2002.                                                      3

        Consolidated Statements of Cash Flows (unaudited) - For the Three Months
        Ended March 31, 2003 and 2002.                                                      4

        Notes to Consolidated Financial Statements (unaudited)                              5

ITEM 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                                               6

ITEM 3. Controls and Procedures                                                             9

PART II: OTHER INFORMATION                                                                 10
</TABLE>

The consolidated financial statements furnished have not been examined by
independent certified public accountants, but reflect, in the opinion of
management, all adjustments necessary for a fair presentation of the results of
operations for the periods presented.

The results of operations for the three-month period ended March 31, 2003 are
not necessarily indicative of the results to be expected for the full year.


                                      -1-
<PAGE>

               Citizens Effingham Bancshares, Inc. and Subsidiary
                           Consolidated Balance Sheets
                      March 31, 2003 and December 31, 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                 March 31,             December 31,
             Assets                                                                2003                     2002
                                                                               -------------           -------------
<S>                                                                            <C>                     <C>
   Cash and due from banks                                                     $   5,532,623           $   5,186,453
   Federal funds sold                                                              3,637,000               1,922,000
                                                                               -------------           -------------
       Total cash and cash equivalents                                             9,169,623               7,108,453
                                                                               -------------           -------------
   Securities available for sale, at fair value                                    8,638,260               8,181,159
   Federal Home Loan Bank stock, restricted, at cost                                 198,800                 167,200
   Loans, net of unearned income                                                  86,670,256              83,155,277
   Less - allowance for loan losses                                               (1,022,959)               (922,716)
                                                                               -------------           -------------
       Loans, net                                                                 85,647,297              82,232,561
                                                                               -------------           -------------
   Bank premises and equipment, less accumulated depreciation                      1,930,694               1,898,931
   Accrued interest receivable                                                       602,629                 661,036
   Other assets and accrued income                                                   369,100                 363,899
                                                                               -------------           -------------
          Total Assets                                                         $ 106,556,403           $ 100,613,239
                                                                               =============           =============
Labilities and Shareholders' Equity
   Deposits:
     Non-interest bearing demand                                               $  13,534,324           $  11,479,250
     Interest-bearing demand                                                      82,388,062              78,810,612
                                                                               -------------           -------------
       Total deposits                                                             95,922,386              90,289,862
   Accrued interest payable                                                          309,634                 302,478
   Other borrowed funds                                                            2,483,333               2,500,000
   Accrued expenses and other liabilities                                            165,066                  57,581
                                                                               -------------           -------------
      Total liabilities                                                           98,880,419              93,149,921
                                                                               -------------           -------------
   Shareholders' Equity
     Common stock, $1 par value, authorized 20,000,000 shares, issued
        and outstanding 512,000 shares                                               512,000                 512,000
     Paid-in capital surplus                                                       4,608,000               4,608,000
     Retained earnings                                                             2,385,383               2,147,179
     Accumulated other comprehensive income                                          170,601                 196,139
                                                                               -------------           -------------
      Total shareholders' equity                                                   7,675,984               7,463,318
                                                                               -------------           -------------
         Total Liabilities and Shareholders' Equity                            $ 106,556,403           $ 100,613,239
                                                                               =============           =============
</TABLE>


                                      -2-
<PAGE>


               Citizens Effingham Bancshares, Inc. and Subsidiary
                        Consolidated Statements of Income
               For the Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                           March 31,
                                                                    2003                2002
                                                                 ----------          ----------
<S>                                                              <C>                 <C>
Interest Income:
  Interest and fees on loans                                     $1,377,734          $1,301,778
  Income on federal funds sold                                       11,180               6,288
  Interest on securities                                             97,160              87,926
                                                                 ----------          ----------
    Total interest income                                         1,486,074           1,395,992
                                                                 ----------          ----------
Interest Expense:
  Interest on NOW and money market deposits                         117,355             101,850
  Interest on savings deposits                                        2,750               2,838
  Interest on time deposits                                         431,842             561,770
  Other interest income                                              20,365               4,268
                                                                 ----------          ----------
    Total interest expense                                          572,312             670,726
                                                                 ----------          ----------
  Net interest income before loan losses                            913,762             725,266
  Less - provision for loan losses                                   90,000              70,000
                                                                 ----------          ----------
    Net interest income after provision for loan losses             823,762             655,266
                                                                 ----------          ----------

Other Operating Income:
  Service charges on deposit accounts                               100,449              84,551
  Other service charges, commissions and fees                        42,568              26,822
  Other income                                                        1,875               1,778
                                                                 ----------          ----------
    Total other operating income                                    144,892             113,151
                                                                 ----------          ----------

Other Operating Expense:
  Salaries                                                          245,476             202,383
  Employee benefits                                                  50,679              37,280
  Net occupancy expenses                                             25,947              29,306
  Equipment rental and depreciation of equipment                     50,568              46,082
  Other expenses                                                    225,272             169,260
                                                                 ----------          ----------
    Total other operating expenses                                  597,942             484,311
                                                                 ----------          ----------

Income Before Income Taxes                                          370,712             284,106
  Income tax provision                                              132,508             106,742
                                                                 ----------          ----------
Net Income                                                       $  238,204          $  177,364
                                                                 ==========          ==========

Income Per Share*                                                $     0.47          $     0.35
                                                                 ==========          ==========
</TABLE>


 * Net Income / weighted average outstanding shares of 512,000.


                                      -3-
<PAGE>

               Citizens Effingham Bancshares, Inc. and Subsidiary
                      Consolidated Statements of Cash Flows
               For the Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                     2003                  2002
                                                                                 -----------           -----------
<S>                                                                              <C>                   <C>
 Cash Flows from Operating Activities:
   Net income                                                                    $   238,204           $   177,364
   Adjustments to reconcile net income to net cash provided by operating
     activities:
     Provision for loan losses                                                        90,000                70,000
     Depreciation                                                                     38,448                32,151
     Changes in accrued income and other assets                                       53,206                41,454
     Changes in accrued expenses and other liabilities                               127,797               (66,920)
                                                                                 -----------           -----------
       Net cash provided by operating activities                                     547,655               254,049
                                                                                 -----------           -----------
 Cash Flows from Investing Activities:
   Net change in loans made to customers                                          (3,504,736)           (3,640,673)
   Purchase of securities available for sale                                      (1,250,000)                   --
   Purchase of Federal Home Loan Bank stock                                          (31,600)              (40,200)
   Proceeds from calls/maturities of securities available for sale                   754,205                 3,863
   Purchases of property and equipment                                               (70,211)              (85,202)
                                                                                 -----------           -----------
       Net cash used in investing activities                                      (4,102,342)           (3,762,212)
                                                                                 -----------           -----------
 Cash Flows from Financing Activities:
   Net change in deposits                                                          5,632,524             6,226,273
   Payments of federal funds purchased                                                    --              (457,000)
   Proceeds from short-term borrowings                                                    --             1,000,000
   Payments on short-term borrowings                                                 (16,667)            1,500,000
                                                                                 -----------           -----------
       Net cash provided by financing activities                                   5,615,857             8,269,273
                                                                                 -----------           -----------
 Net Increase in Cash and Cash Equivalents                                         2,061,170             4,761,110
 Cash and Cash Equivalents, Beginning of Year                                      7,108,453             2,204,384
                                                                                 -----------           -----------
 Cash and Cash Equivalents, End of Year                                          $ 9,169,623           $ 6,965,494
                                                                                 ===========           ===========

 Supplement cash flow information:
 Cash paid for interest                                                          $   565,156           $   707,367
                                                                                 ===========           ===========

 Cash paid for income taxes                                                      $        --           $    78,535
                                                                                 ===========           ===========
</TABLE>


                                      -4-
<PAGE>


                       Citizens Effingham Bancshares, Inc.
                                 and Subsidiary
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


(1)      BASIS OF PRESENTATION

         The accompanying unaudited financial statements have been prepared in
         accordance with generally accepted accounting principles for interim
         financial information, and with the instructions to Form 10-QSB and
         Item 310 (b) of Regulation S-B of the Securities and Exchange
         Commission. Accordingly, they do not include all of the information and
         footnotes required by generally accepted accounting principles for
         complete financial statements. In the opinion of management, all
         adjustments (consisting of normal recurring accruals) considered
         necessary for a fair presentation have been included. Operating results
         for the three-month period ended March 31, 2003, are not necessarily
         indicative of the results that may be expected for the year ended
         December 31, 2002. For further information refer to the consolidated
         financial statements and footnotes thereto included in the Company's
         Annual Report on Form 10-KSB for the year ended December 31, 2002.

(2)      OTHER COMPREHENSIVE INCOME

         During the three months ended March 31, 2003, the Company had
         unrealized holding gains on investment securities which were reported
         as comprehensive income. An analysis of accumulated other comprehensive
         income since December 31, 2002 follows:


<TABLE>
         <S>                                                                  <C>
         Accumulated other comprehensive income at December 31, 2002          $ 196,139

         Other comprehensive income, net of tax:
           Change in unrealized gain (loss)
             on securities available tor sale, net
             of deferred income tax of $13,156                                  (25,538)
           Less: Reclassification adjustment for (gains) losses
                  realized in net income                                             --
                                                                              ---------
                                                                                (25,538)
                                                                              ---------
         Accumulated other comprehensive income at March 31, 2003             $ 170,601
                                                                              =========
</TABLE>


(3)      SUPPLEMENTAL FINANCIAL DATA

         Components of other operating expenses greater than 1% of total
         interest income and other income for the periods ended March 31, 2003
         and 2002 are:

<TABLE>
<CAPTION>
                                        Three Months Ended
                                           March 31,
                                     2003              2002
                                    -------          --------
         <S>                        <C>              <C>
         Data Processing            $40,519          $ 38,940
         Supplies/Printing          $20,529          $ 19,441
         Directors' Fees            $19,440          $ 12,300
         ATM Expense                $19,591          $ 14,413
</TABLE>


                                      -5-
<PAGE>


                       Citizens Effingham Bancshares, Inc.
                                 and Subsidiary
       Item 2. Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                For Each of the Three Months in the Period Ended
                             March 31, 2003 and 2002


INTERIM FINANCIAL CONDITION

Citizens Effingham Bancshares, Inc. (the "Company") reported total assets of
$106,556,403 as of March 31, 2003, compared to $100,613,239 at December 31,
2002. The most significant change in the composition of assets was an increase
in loans from $83,155,277 to $86,670,256. Also, additional Federal Home Loan
Bank stock was purchased during the first quarter at a cost of $31,600.

LIQUIDITY

The Bank's liquid assets as a percentage of total deposits were 9.6% at March
31, 2003, compared to 7.9% at December 31, 2002. The Company has approximately
$3,500,000 in available federal fund lines of credit with correspondent banks.
The Company had $2,483,333 and $2,500,000 advanced on these lines as of March
31, 2003 and December 31, 2002, respectively. At least monthly, management
analyzes the level of off-balance sheet commitments such as unfunded loan
equivalents, loan repayments, maturity of investment securities, liquid
investment and available fund lines in an attempt to minimize the possibility
that a potential shortfall will exist.

CAPITAL

The capital of the Company totaled $7,675,984 as of March 31, 2003. The capital
of the Company and the Bank exceeded all prescribed regulatory capital
guidelines. Regulations require that the most highly rated banks maintain a Tier
1 leverage ratio of 3% plus an additional cushion of at least 1 to 2 percentage
points. Tier 1 capital consists of common shareholders' equity, less certain
intangibles. The Bank's Tier 1 leverage ratio was 7.32% at March 31, 2003,
compared to 7.27% at December 31, 2002. Regulations require that the Bank
maintain a minimum total risk weighted capital ratio of 8%, with one-half of
this amount, or 4%, made up of Tier 1 capital. Risk-weighted assets consist of
balance sheet assets adjusted by risk category, and off-balance sheet assets or
equivalents similarly adjusted. At March 31, 2003, the Bank had a risk-weighted
total capital ratio of 9.7% compared to 9.7% at December 31, 2002, and a Tier I
risk-weighted capital ratio of 8.5%, compared to 8.6% at December 31, 2002. The
decrease is primarily caused by the continued growth in the loans.

ASSET QUALITY

Nonperforming assets which includes nonaccruing loans, repossessed collateral
and loans for which payments are more than 90 days past due totaled $220,000 at
March 31, 2003, an increase of $204,000 from December 31, 2002. There were no
related party loans which were considered nonperforming at March 31, 2003. The
composition of the nonperforming assets is presented in the following table:


                                      -6-
<PAGE>



<TABLE>
<CAPTION>
                                                      March 31,        December 31,
                                                        2003              2002
                                                      --------           -------
<S>                                                   <C>                <C>
Loans on nonaccrual                                   $     --           $16,000
Loans greater than 90 days past due                    215,000                --
Other real estate owned                                     --                --
Other repossessed collateral                             5,000                --
                                                      --------           -------
    Total nonperforming assets                        $220,000           $16,000
                                                      ========           =======
Total nonperforming assets as a percentage
of total loans (gross) and other real estate              0.26%             0.10%
                                                      ========           =======
</TABLE>

The allowance for loan losses totaled $1,022,959 at March 31, 2003, a net
increase of $100,243 from December 31, 2002. The allowance for loan losses
represented 1.2% and 1.1% of total loans at March 31, 2003 and December 31,
2002, respectively. An analysis of the allowance for loan losses since December
31, 2002 follows:

<TABLE>
<S>                                                                 <C>
Allowance for loan losses at December 31, 2002                      $  922,716
Charge-offs:
    Commercial                                                           8,000
    Real Estate                                                             --
    Installment                                                             --
                                                                    ----------

       Total                                                             8,000
                                                                    ----------

Recoveries:
    Commercial                                                           7,000
    Real Estate                                                             --
    Installment                                                         11,243
                                                                    ----------

       Total                                                            18,243
                                                                    ----------

Provision charged to income                                             90,000
                                                                    ----------

Allowance for loan losses at March 31, 2003                         $1,022,959
                                                                    ==========
</TABLE>

The loan portfolio is reviewed periodically to evaluate the outstanding loans
and to measure the performance of the portfolio and the adequacy of the
allowance for loan losses. This analysis includes a review of delinquency
trends, actual losses, and internal credit ratings. Management's judgment as to
the adequacy of the allowance is based upon a number of assumptions about future
events which it believes to be reasonable, but which may or may not be
reasonable. However, because of the inherent uncertainty of assumptions made
during the evaluation


                                      -7-
<PAGE>


process, there can be no assurance that loan losses in future periods will not
exceed the allowance for loan losses of that additional allocations to the
allowance will not be required.

The Bank was most recently examined by its primary regulatory authority in
October 2002. There were no recommendations by the regulatory authority that in
management's opinion will have material effects on the Bank's liquidity, capital
resources or operations.

INVESTMENT SECURITIES

At March 31, 2003, the Bank had $8,638,260 in investment securities
available-for-sale. The net unrealized gain on available for sale securities,
net of deferred taxes, was $170,601 on March 31, 2003. During the period ended
March 31, 2003, the bank purchased $1,250,000 in investment securities available
for sale. Also, as of March 31, 2003, the maturities and calls of investment
securities totaled $754,205, resulting in neither a gain or a loss. The bank
invests primarily in obligations of the United States or obligations guaranteed
as to principal and interest by the United States and other taxable and
tax-exempt securities.

RESULTS OF OPERATIONS

Net interest income for the first three months of 2003 was $823,762, an increase
of $168,496 (26.0%) compared to the same period for 2002. Interest income for
the first three months of 2003 was $1,486,074, representing an increase of
90,082 (6.4%) over the same period in 2002. The increase in interest income was
due to a increase in loans. Interest expense for the first three months of 2003
decreased $98,414 (14.7%) compared to the same period in 2002. The decrease in
interest expense is primarily due to a decrease in average interest rates
charged to interest bearing deposits.

Amounts charged to expense related to the allowance for loan losses for the
first three months of 2003 and 2002 were $90,000 and $70,000, respectively.

Other operating income for the first three months of 2003 was $144,892, an
increase of $31,741 (28.0%) compared to the same period in 2002. The increase is
primarily attributable to an increase in service charges on deposit accounts of
$15,898 (18.8%) due to an increase in the number of accounts and deposit
activity.

Other operating expenses for the first three months of 2003 were $597,942, an
increase of $113,631 (23.5%) compared to the same period for 2002. The increase
is primarily attributable to an increase of employee salaries and benefits of
$56,492 (23.6%) and an increase in other expenses of $56,012 (33.1%).


                                      -8-
<PAGE>



                       Citizens Effingham Bancshares, Inc.
                                 and Subsidiary
                         Item 3. Controls and Procedures
                    For the Three Months Ended March 31, 2003



Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation,
the Company's Chief Executive Officer concluded that the Company's disclosure
controls and procedures are effective in timely alerting them to material
information relating to the Company (including its consolidated subsidiaries)
that is required to be included in the Company's periodic filings with the
Securities and Exchange Commission. There have been no significant changes in
the Company's internal controls or, to the Company's knowledge, in other factors
that could significantly affect those internal controls subsequent to the date
the Company carried out its evaluation, and there have been no corrective
actions with respect to significant deficiencies and material weaknesses.


                                      -9-
<PAGE>



                       Citizens Effingham Bancshares, Inc.
                                 and Subsidiary
                           Part II. Other Information
                    For the Three Months Ended March 31, 2003


PART II: OTHER INFORMATION:

Item 1. Legal Proceedings

         There are no material legal proceedings to which the Company is a party
or of which their property is the subject. Item 2. Changes in Securities

         (a)      Not Applicable

         (b)      Not Applicable

Item 3. Defaults Upon Senior Securities

         Not Applicable

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

         There were no matters submitted to security holders for a vote during
the three months ended March 31, 2003.

Item 5. Other Information

         None

Item 6. Exhibits and Reports on Form 8-K.

         A.       There have been no reports filed on form 8-K for the three
                  months ended March 31, 2003.

         B.       Exhibit 99.1

SIGNATURES

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

Citizens Effingham Bancshares, Inc.


/s/Harry H. Shearouse
---------------------

Harry H. Shearouse
President and Chief Executive Officer


Date:  May 7, 2003


                                      -10-
<PAGE>


                       Citizens Effingham Bancshares, Inc.
                                 and Subsidiary
           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                    For the Three Months Ended March 31, 2003

I, Harry H. Shearouse, President/Chief Executive Officer, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of Citizens
         Effingham Bancshares, Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report.

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for the periods presented in
         this quarterly report;

4.       I am responsible for establishing and maintaining disclosure controls
         and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
         the registrant and I have:

         a).      designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared.

         b).      evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c).      presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       I have disclosed, based on our most recent evaluation, to the
         registrant's auditors and the audit committee of registrant's board of
         directors (or persons performing the equivalent function):

         a).      all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b).      any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       I have indicated in this quarterly report whether or not there were
         significant changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of our
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.


Date: May 7, 2003

/s/Harry H. Shearouse
---------------------

Harry H. Shearouse
President and Chief Executive Officer


                                      -11-
<PAGE>


                       Citizens Effingham Bancshares, Inc.
                                 and Subsidiary


         In connection with the Quarterly Report of Citizens Effingham
Bancshares, Inc. and Subsidiary (the "Company") on Form 10-QSB for the period
ending March 31, 2003 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), I, Harry H. Shearouse, President and Chief
Executive Officer, certify pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1)      To the best of my knowledge, the Report fully complies with
                  the requirements of section 13(a) or 15(d) of the Securities
                  Exchange Act of 1934; and

         (2)      To the best of my knowledge, the information contained in the
                  Report fairly presents, in all material respects, the
                  financial condition and results of operation of the Company.

May 7, 2003


/s/Harry H. Shearouse
---------------------
Harry H. Shearouse
President and Chief Executive Officer


                                      -12-