20
                                     
                                 FORM 10-Q
                    SECURITIES AND EXCHANGE COMMISSION
                                     
                          WASHINGTON, D.C.  20549
                                     
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
     
               For the quarterly period ended March 31, 1998
     
                      Commission file number 1-12625
     
                         PREMIER BANCSHARES, INC.
          (Exact name of registrant as specified in its charter)
                                     
                                     
              Georgia                              58-1793778
  (State or other jurisdiction of       (IRS employer identification no.)
   incorporation or organization)
                  
                  
         2180 Atlanta Plaza                             
     950 East Paces Ferry Road                          
          Atlanta, Georgia                            31061
  (address of principal executive                  (zip code)
              offices)
                                     
                                     
                                     
     Registrants telephone number, including area code 404-814-3090
     
     
     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
     (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 __
     
     Indicate the number of shares outstanding of each of the issuer's
     classes of common stock, as of the latest practicable date.
     
     
               Class                      Outstanding at April 30, 1998
   Common stock, $1.00 par value                   15,384,436
     
     
          
                 PREMIER BANCSHARES, INC. AND SUBSIDIARIES
                                     
                                 FORM 10-Q
                                     
                             TABLE OF CONTENTS
          


Part I.  Financial Information

Item 1.  Consolidated Condensed Financial Statements.......................3

         Consolidated Condensed Statements of Condition (Unaudited) as of
         March 31, 1998 and December 31, 1997
     
         Consolidated Condensed Statement of Income (Unaudited) for the Three
         Months Ended March 31, 1998 and 1997
     
         Consolidated Condensed Statements of Cash Flows (Unaudited) for the
         Three Months Ended March 31, 1998 and  1997
     
         Notes to Unaudited Consolidated Condensed Financial Statements

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations............................................10

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.......15


Part II. Other Information

Item 1.  Legal Proceedings................................................16
Item 2.  Changes in Securities and Use of Proceeds........................16
Item 3.  Defaults Upon Senior Securities..................................16
Item 4.  Submissions of Matters to a Vote of Securities Holders...........16
Item 5.  Other Information................................................16
Item 6.  Exhibits and Reports on Form 8-K.................................17

Signatures................................................................20


Part I.  Financial Information

Item 1.  Consolidated Condensed Financial Statements

             PREMIER BANCSHARES, INC. AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF CONDITION
<TABLE>
<CAPTION>
                                
                                                  March 31,       December 31,
                                                    1998              1997
                                                  ---------       ------------
                                                 (dollar amounts in thousands)
                                                            (Unaudited)
Assets                                                              
    <S>                                           <C>              <C>
    Cash and due from banks                       $ 32,703         $ 28,028
    Interest-bearing deposits with other banks       3,988            6,477
    Federal funds sold                              26,216           17,847
    Securities available for sale                  102,177          115,801
    Loans held for sale                             72,957           59,363
                                                             
    Loans                                          555,618          539,028
    Allowance for credit losses                     (8,849)          (8,847)
                                                   -------          -------
    Net loans                                      546,769          530,181
                                                            
    Premises and equipment, net                     20,591           20,649
    Goodwill and other intangibles                   2,727            2,817
    Other real estate owned                          1,689              785
    Other assets                                    12,471           12,249
                                                   -------          -------
                                                            
             Total assets                         $822,288         $794,197
                                                   =======          =======    
                                                            
                                                            
Liabilities                                                    
    Deposits
         Noninterest-bearing                      $ 94,320         $ 89,355
         Interest-bearing                          588,775          563,622
                                                   -------          -------
         Total deposits                            683,095          652,977
    Securities sold under repurchase agreements     17,886           21,423
    Federal Home Loan Bank advances                  1,875            2,875
    Guaranteed preferred beneficial interests
      in the Company's subordinated debentures
      (trust preferred securities)                  28,750           28,750
    Other borrowings                                11,838           12,135
    Other liabilities                                6,473            7,112
                                                   -------          -------
             Total liabilities                     749,917          725,272
                                                            
Shareholders' Equity
    Common stock, $1 par value; 20,000,000                      
      shares authorized; 15,291,416 and                           
      15,217,046 shares issued at March 31,
      1998 and December 31, 1997, respectively      15,291           15,217
    Capital surplus                                 29,105           28,841
    Retained earnings                               26,479           24,127
    Unrealized gains on securities available-  
      for-sale, net                                  1,496              740
                                                   -------          -------
             Total shareholders' equity             72,371           68,925
                                                   -------          -------
                                                                                                     
             Total liabilities and share-
              holders' equity                     $822,288         $794,197
                                                   =======          =======            

See notes to consolidated condensed financial statements.
</TABLE>

          
             PREMIER BANCSHARES, INC. AND SUBSIDIARIES
            CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                            (Unaudited)
<TABLE>
<CAPTION>
                                                 Three Months Ended March 31,
                                                   1998              1997
                                                 ---------         ---------
                                                (dollar amounts in thousands except
Interest Income                                            per share data)

  <S>                                             <C>               <C>
  Loans, including fees                           $ 14,838          $ 11,121
  Investment securities:
         Taxable                                     1,347             2,139
         Tax-exempt                                    275               325
  Federal funds sold                                   386               616
  Other interest income                                 --                35
                                                   -------           -------
             Total interest income                  16,846            14,236
                                                                    
Interest Expense
  Deposits                                           7,246             6,277
  Other borrowings                                   1,173               547
                                                   -------           -------
             Total interest expense                  8,419             6,824
                                                                    
     Net interest income                             8,427             7,412
Provision for credit losses                             --               136
                                                   -------           -------
     Net interest income after provision 
       for credit losses                             8,427             7,276
                                                                    
Noninterest Income
  Service charges on deposit accounts                  647               609
  Securities transactions, net                          --               (36)
  Mortgage banking activities                        5,867             2,519
  Other noninterest income                           1,261               840
                                                   -------           -------
             Total noninterest income                7,775             3,932
                                                                    
Noninterest Expense
  Salaries and employee benefits                     7,003             4,973
  Net occupancy and equipment expense                1,492             1,111
  Merger related expenses                               17                48
  Other noninterest expense                          2,523             2,174
                                                   -------           -------
             Total noninterest expense              11,035             8,306
                                                   -------           -------
                                                                    
Income before income taxes                           5,167             2,902
Income taxes                                         1,596               555
                                                   -------           -------
                                                                    
Net income                                          $3,571            $2,347
                                                   =======           =======
                                                                    
Per Share Information:
 Basic earnings per share                          $  0.23           $  0.16
 Weighted average shares outstanding - Basic    15,253,115        14,932,437
                                                                    
 Earnings per share - Diluted                      $  0.23           $  0.16
 Weighted average shares outstanding - Diluted  15,627,490        15,102,831
                                                                    
See notes to consolidated condensed financial statements.
</TABLE>

          
                PREMIER BANCSHARES, INC. AND SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                               (Unaudited)
<TABLE>
<CAPTION>
                                                       Three months ended
                                                           March 31,
                                                        1998        1997
                                                       ------      ------
                                                 (dollar amounts in thousands)
<S>                                                   <C>         <C>
Cash flows from operating activities
 Net income                                           $ 3,571     $ 2,347
  Adjustments to reconcile net earnings to net                        
    cash provided by operating activities:
    Provision for credit losses                            --         136
    Depreciation expense                                  625         441
    Amortization and accretion, net                        94          10
    Gain on sale of premises and equipment               (560)         --
    Loss on sale of securities                             --          36
    Gain on sale of mortgage loans                     (5,586)     (2,505)
    Net originations of mortgage loans                 (8,008)     (2,661)
    Changes in other assets and liabilities
         Increase in other assets                      (1,128)       (671)
         (Decrease) increase in other liabilities      (1,036)         75
                                                       ------      ------
  Net cash used in operating activities               (12,028)     (2,114)
                                                                         
Cash flows from investing activities
 Decrease in interest bearing deposits                  2,489       1,541
 Proceeds from maturities and paydowns
  of investment securities available-for-sale          15,773      12,303
 Proceeds from sales of investment securities
  available-for-sale                                       --       5,315
 Purchases of investment securities available-
  for-sale                                             (1,000)    (25,495)
 Net increase in loans                                (16,588)    (28,899)
 (Increase) decrease in federal funds sold, net        (8,366)     21,716
 Additions to premises and equipment                     (790)       (676)
 Proceeds from sales of premises and equipment            783          --
                                                       ------      ------
  Net cash used in investing activities                (7,699)    (14,195)
                                                                         
Cash flows from financing activities
 Net increase in deposits                              30,117      21,061
 Net (decrease) increase in short term borrowings      (4,834)         56
 Cash dividends paid                                   (1,219)     (1,617)
 Proceeds from exercise of stock options                  338          --
                                                       ------      ------
  Net cash provided by financing activities            24,402      19,500
                                                       ------      ------
                                                                         
  Net increase in cash and cash equivalents             4,675       3,191
Cash and cash equivalents, beginning of period         28,028      23,419
                                                       ------      ------
Cash and cash equivalents, end of period             $ 32,703    $ 26,610
                                                       ======      ======
                                                                         
Supplemental disclosures of cash flow information:

Cash paid during the period for:
 Interest                                               7,815       7,337
                                                       ======      ======
 Income taxes                                             290         366
                                                       ======      ======

See notes to consolidated condensed financial statements.
</TABLE>


                 PREMIER BANCSHARES, INC. AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              MARCH 31, 1998
                                (Unaudited)
                                     
                                     
Note 1.  BASIS OF PRESENTATION

The  accompanying consolidated condensed financial information  of  Premier
Bancshares,  Inc.  and Subsidiaries (the "Company") is unaudited;  however,
such  information  reflects all adjustments (consisting  solely  of  normal
recurring  adjustments) which are, in the opinion of management,  necessary
for  a  fair statement of results for the interim periods.  The results  of
operations  for  the  three-month period  ended  March  31,  1998  are  not
necessarily  indicative of the results to be expected for  the  full  year.
These  statements  should  be  read in conjunction  with  the  consolidated
financial  statements  and notes thereto included in the  Company's  Annual
Report on Form 10-K for the year ended December 31, 1997.

Note 2.     BUSINESS COMBINATIONS

On  December  12,  1997, the Company completed a business combination  with
Citizens  Gwinnett  Bankshares, Inc. ("Citizens") by  exchanging  2,066,834
shares  of  the  Company's common stock for all of the  outstanding  common
stock  of  Citizens.  The combination was accounted for  as  a  pooling  of
interests   and,   accordingly,  the  financial  statements   reflect   the
combination  as if it took place on January 1, 1997, and all  prior  period
consolidated financial statements have been restated to include the results
of Citizens.

On June 23, 1997, the Company completed a business combination with Central
and  Southern  Holding  Company  ("Central  and  Southern")  by  exchanging
3,653,523  shares of the Company's common stock for all of the  outstanding
common stock of Central and Southern. The combination was accounted for  as
a  pooling of interests and, accordingly, the financial statements  reflect
the  combination  as  if it took place on January 1, 1997,  and  all  prior
period consolidated financial statements have been restated to include  the
results of Central and Southern.

On  December  16,  1997,  the Company announced that  a  definitive  merger
agreement  had  been  entered  into  with  Lanier  Bank  &  Trust   Company
("Lanier").   As  of  December  31,  1997,  Lanier  had  total  assets   of
$71,357,000, and for the year ended December 31, 1997 had revenue  and  net
income of $5,477,000 and $800,000, respectively.  The merger is expected to
close  in  June 1998 and is expected to be accounted for as  a  pooling  of
interests.

On  December  3,  1997,  the  Company announced that  a  definitive  merger
agreement had been entered into with the Bank Holding Company ("BHC").   As
of  December  31, 1997, BHC had total assets of $134,000,000, and  for  the
year ended December 31, 1997 had revenue and net income of $12,455,000  and
$1,219,000, respectively. The merger is expected to be accounted for  as  a
pooling of interests.

On  February  5,  1998,  the  Company announced that  a  definitive  merger
agreement  had  been  signed  with  Button Gwinnett  Financial  Corporation
("BGFC").  As  of December 31, 1997, BGFC had total assets of $215,191,000,
and  for  the year ended December 31, 1997, had revenue and net  income  of
$17,768,000 and $4,864,000, respectively.  The merger is expected to  close
in June 1998 and is expected to be accounted for as a pooling of interests.

Effective  October  17,  1997,  the Company acquired  Traditional  Mortgage
Corporation  ("Traditional") for 114,598 shares  of  the  Company's  common
stock  at  a  fair  market  value  of $1,833,000.   Traditional  originates
residential  mortgage loans primarily for sale to independent  third  party
investors.   Traditional was merged with Premier Lending Corporation.   The
acquisition  was accounted for as a purchase and the results of  operations
for   Traditional  from  the  date  of  acquisition  are  included  in  the
consolidated financial statements.  The purchase price was allocated to the
acquired assets and liabilities based on the fair value of those assets and
liabilities  as  determined  by the Company.    The  excess  of  the  total
acquisition cost over the fair value of the assets and liabilities acquired
is being amortized on a straight-line basis over a period of fifteen years.


Note 3.     SHAREHOLDERS' EQUITY AND DIVIDENDS PER SHARE

The  Company  declared a three-for-two stock split on January 8,  1998  for
stockholders of record as of January 23, 1998.  All per share data has been
restated to reflect the split.

On  February  24,  1997,  the Company declared a  1.8055  stock  split  for
stockholders  of record as of March 6, 1997.  All per share data  has  been
restated to reflect the split.

On  January  23,  1998, the Company declared dividends of $0.08  per  share
payable  to  shareholders of record as of February 12,  1998.   During  the
quarter ended March 31, 1997, the Company declared cash dividends of  $0.04
per share (restated for stock splits and pooling of interests).


Note 4.     CURRENT ACCOUNTING DEVELOPMENTS

On  January  1,  1998,  the  Company adopted the  provisions  of  Financial
Accounting  Standards  Board ("FASB") Statement No.  125,  "Accounting  for
Transfers  and  Servicing  of  Financial  Assets  and  Extinguishments   of
Liabilities,"   ("Statement  125"),  relating  to  repurchase   agreements,
securities  lending and other similar transactions and pledged  collateral,
which had been delayed until after December 31, 1997 by FASB Statement  No.
127,  "Deferral  of  the  Effective Date  of  Certain  Provisions  of  FASB
Statement  No.  125, an amendment of FASB Statement No.  125,"  ("Statement
127").  Statement  125  provides accounting  and  reporting  standards  for
transfers   and  servicing  of  financial  assets  and  extinguishment   of
liabilities  based  on  a consistent application of a "financial-components
approach" that focuses on control. Under that approach, after a transfer of
financial  assets, an entity recognizes the financial and servicing  assets
it  controls  and  the liabilities it has incurred, derecognizes  financial
assets when control has been surrendered and derecognizes liabilities  when
extinguished.   Statement   125   provides   standards   for   consistently
distinguishing transfers of financial assets that are sales from  transfers
that  are secured borrowings. The adoption of the additional provisions  of
Statement 125 as amended by Statement 127 resulted in no material impact on
the Company's financial condition or results of operations.

As  of   January  1,  1998,  the Company adopted FASB  Statement  No.  130,
"Reporting   Comprehensive  Income"  ("Statement  130").    Statement   130
establishes new rules for the reporting and display of comprehensive income
and  its components; however, the adoption of this Statement had no  impact
on  the  Company's  net  income  or shareholders'  equity.   Statement  130
requires  unrealized  gains  or losses on the Company's  available-for-sale
securities,   which   prior  to  adoption  were  reported   separately   in
shareholders' equity, to be included in other comprehensive income.   Prior
year  financial  statements  have  been  reclassified  to  conform  to  the
requirements of Statement 130.  During the first quarter of 1998 and  1997,
total comprehensive income totaled $4,327,000 and $3,029,000, respectively.

Effective  January  1, 1998, the Company adopted FASB  Statement  No.  131,
"Disclosures  about  Segments  of an Enterprise  and  Related  Information"
("Statement  131").  Statement  131  superseded  FASB  Statement  No.   14,
"Financial Reporting for Segments of a Business Enterprise". Statement  131
establishes  standards for the way that public business enterprises  report
information  about  operating segments in annual financial  statements  and
requires that those enterprises report selected information about operating
segments  in  interim  financial reports. Statement  131  also  establishes
standards  for related disclosures about products and services,  geographic
areas,  and  major customers. The adoption of Statement 131 did not  affect
results of operations or financial position.


Note 5.  EARNINGS PER SHARE

Earnings per share for periods prior to 1998 have been restated to  reflect
the  effect of business combinations accounted for as poolings of interests
and for stock splits.  For the quarter ended March 31, 1997, net income per
common  share and net income per common share, diluted, have been  adjusted
$0.07 for business combinations accounted for as poolings of interests  and
$(0.09) for stock splits.

The  following  table  sets  forth the computation  of  basic  and  diluted
earnings per share:
<TABLE>
<CAPTION>

                                                  Quarter ended March 31,
                                                     1998       1997
                                              -------------------------------
                                              (In thousands, except per share
                                                          data)
           <S>                                     <C>         <C>
           Numerator:                                        
            Net income                              $3,571      $2,347
                                              ===============================
                                                             
           Denominator:                                      
            Denominator for basic earnings
             per share - weighted average
             shares                                 15,253      14,932
            Effect of dilutive securities -
             stock options                             374         171
                                              -------------------------------
            Denominator for diluted earnings
             per share - adjusted weighted
             average shares and assumed
             conversions                            15,627      15,103
                                              ===============================
                                                             
           Net income per share of common
            stock                                  $  0.23     $  0.16
                                              -------------------------------
           Net income per share of common
            stock - diluted                        $  0.23     $  0.16
                                              ===============================
</TABLE>


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

The   following  discussion  should  be  read  in  conjunction   with   the
Consolidated Condensed Financial  Statements,  including  the  footnotes,
and is qualified  in  its  entirety  by  the foregoing  and  other  more
detailed financial  information appearing elsewhere herein.  Historical
results of operations  and the percentage relationships among any amounts
included in the  Consolidated Statements of Income, and any trends which may
appear to be inferable therefrom, should not be taken as being necessarily
indicative of trends in operations or results of operations for any future
periods.

Comments  in  this  Management's  Discussion  and  Analysis  regarding  the
Company's  business  which  are not historical  facts  are  forward-looking
statements  that  involve risks and uncertainties.  Among these  risks  are
that  the  Company is in a highly competitive business and  is  pursuing  a
growth  strategy  that relies in part on the completion of acquisitions  of
bank  holding companies and other financial institutions.  There can be  no
assurance that in its highly competitive business environment, the  Company
will successfully implement its growth strategy.


Financial Condition

At the end of the first quarter of 1998, total assets increased $28,091,000
or 3.5% from December 31, 1997.  Total loans (excluding mortgage loans held
for  sale), increased $16,590,000 or 3.1% from December 31, 1997 to March 31,
1998.  Mortgage loans held for sale increased $13,594,000 or  22.9%  during
the  same  period.   The  loan  increases  are  primarily  attributable  to
increased demand for loans in the markets that the Company serves.  Federal
funds  sold increased $8,369,000 or 46.9% from December 31, 1997  to  March
31,  1998.   Securities available-for-sale decreased $13,624,000  or  11.8%
during  the  same  period due to maturities and calls.  The  proceeds  from
securities sold or maturing were used to partially fund the  increase  in
loans.

Total  liabilities increased by $24,645,000 or 3.4% from December 31,  1997
to  March 31, 1998. Noninterest-bearing deposits increased by $4,965,000 or
5.6%  and interest-bearing deposits increased by $25,153,000 or 4.5% during
the  same  period  as  the Company has increased its  market area through the
acquisition  of  Central  and Southern Holding Company  in  June  1997  and
Citizens Gwinnett Bankshares in December 1997.


Results of Operations

For  the  three-month period ended March 31, 1998 the Company recorded  net
income of $3,571,000 as compared to $2,347,000 for the same period in 1997.
This $1,224,000 or 52.2% increase is due primarily to the following:
     Net interest income increased $1,015,000.
     Provision for credit losses decreased $136,000.
     Total noninterest income increased $3,843,000.
     Total noninterest expense increased $2,729,000.
     Income tax expense increased $1,041,000.

The reasons for these changes are discussed more fully below.

Net Interest Income
-------------------

Net  interest  income  increased $1,015,000 or 13.7% for  the  three  month
period  ended  March 31, 1998 compared to same period  in  1997.   However,
average  earning assets increased by approximately $117 million and average
interest-bearing  liabilities  increased  by  approximately  $101  million.
Yields  on  earning  assets  decreased by two basis  points  and  costs  of
interest-bearing liabilities increased by 21 basis points. The net interest
margin  declined to 4.57% in the first three months of 1998 from  4.78%  in
the comparable period of 1997.

Provision for Credit Losses
---------------------------

The  Company  did not record a provision for credit losses  for  the  first
quarter  of  1998.  The Company had net recoveries during  the  quarter  of
$2,000  related  to  prior period charge offs, the majority  of  recoveries
being  sales  finance loans. Management anticipates the net recovery  trend
will  continue due to the anticipated decline in charge offs and  continued
recoveries of prior period charge offs.  Management will monitor and adjust
the  level  of  the  allowance for credit losses in relation  to  this  net
recovery  stream, as well as the overall level of the allowance for  credit
losses  to  loans outstanding and management's assessment of credit  losses
inherent in the loan portfolio.


                                      ASSET QUALITY
                         March 31,     December 31,           
                           1998            1997        Change    Percentage
                         --------------------------------------------------
                                 (dollars in thousands)
Loans past due 90 days   $    176         $    602   $   (426)       (71)%
  or more and still
  accruing
Nonaccrual loans              584            2,674     (2,090)       (78)%
                         --------------------------------------------------
  Total nonperforming
   loans                      760            3,276     (2,516)       (77)%
                                                              
Other real estate owned     1,602              785        817       (104)%
                         --------------------------------------------------
  Total nonperforming
   assets                 $ 2,362          $ 4,061    $(1,699)       (42)%
                         ==================================================
                                                                
Nonperforming loans/
 Total loans                0.14%            0.61%               
Nonperforming assets/
 Total assets               0.29%            0.51%               
 


The  table  above  illustrates the changes in the  level  of  nonperforming
assets from December 31, 1997 to March 31, 1998. The level of nonperforming
assets  at  March  31,  1998 decreased slightly  from  December  31,  1997.
Management  anticipates the levels of nonperforming  loans  and  assets  to
remain at relatively low levels.

Noninterest Income
------------------

The  Company's main sources of noninterest income are gains on the sale  of
mortgage  loans  and  service  charges on deposit  accounts.    Noninterest
income  increased substantially in the first three months of 1998  compared
to  the first three months of 1997. Income from mortgage banking activities
increased  $3,348,000 in the three months ended March 31, 1998 compared  to
the  same  period  in  1997 due to the increased volume  of  mortgage  loan
originations  due  to  the acquisition of Traditional Mortgage  Company  in
October 1997.  Other operating income increased $421,000 primarily  due  to
the sale of a former branch banking location.


Noninterest Expense
-------------------

Noninterest  expense increased for the three month period ended  March  31,
1998  compared to the same period in 1997.  Salaries and employee  benefits
expense  increased primarily due to increased commissions on mortgage  loan
originations. Occupancy expense also increased due to the Company's opening
of two new branches of a subsidiary bank during the third quarter of 1997.


Income Tax Expense
------------------

Income  tax  expense increased $1,041,000 of 187.6% for  the  three  months
ended  March  31, 1998 compared to the same period in 1997.  The  effective
tax rate for three months ended March 31, 1998 was 31% vs. 19% for the same
period  in  1997.   First quarter 1997 accrued taxes were  reduced  by  the
utilization   of   tax  credits  and  prior  period  net   operating   loss
carryforwards.

Interest Rate Sensitivity Management

Interest  rates play a major part in the net interest income of a financial
institution.   The sensitivity to rate changes is known as  "interest  rate
risk."   The  repricing  of  interest-earning assets  and  interest-bearing
liabilities can influence the changes in net interest income.  As  part  of
the  Company's asset/liability management program, the timing of  repricing
assets  and liabilities is referred to as Gap management.  It is the policy
of  the Company to maintain a Gap ratio in the one-year time horizon of .80
to  1.20.  The Gap analysis indicates that the Company is somewhat asset
sensitive in relation to changes in market  interest rates.

The  Company  uses simulation analysis to monitor changes in  net  interest
income  due to changes in market interest rates.  The simulation of rising,
declining,  and a most likely interest rate scenario allows  management  to
monitor  and  adjust interest rate sensitivity to minimize  the  impact  of
market  interest rate swings.  Each month management updates all  available
data  concerning  cash flows of assets and liabilities, changes  in  market
interest rates, and expectations as to new volumes of loans.


Liquidity

Liquidity is an important factor in the financial condition of the  Company
and  affects the Company's ability to meet the borrowing needs and  deposit
withdrawal  requirements of its customers.  Assets, consisting  principally
of  loans  and  investment  securities, are funded  by  customer  deposits,
purchased funds, and borrowed funds.

The  investment  portfolio  is  one of the  Company's  primary  sources  of
liquidity.  Maturities of securities provide a constant flow of funds which
are  available  for  cash needs. Investment securities  that  contractually
mature   within  one  year  total  $10  million.  However,  mortgage-backed
securities  and securities with call provisions create cash  flows  earlier
than  the  contractual maturities.  Estimates of prepayments  on  mortgage-
backed  securities  and  call provisions on other securities  increase  the
forecasted  cash  flow from the investment portfolio  within  one  year  to
approximately $17 million.  Maturities in the loan portfolio also provide a
steady  flow  of  funds.   The Company's liquidity  also  continues  to  be
enhanced by an increasing core deposit base.  At March 31, 1998, the  loan-
to-deposit (excluding loans held for sale) ratio was 81%.

Effective  April 15, 1998, the Company and Premier Lending  Corporation,  a
wholly owned subsidiary, entered into a $90 million Mortgage Warehouse Line
of  Credit Loan and Security Agreement with SunTrust Bank, Central Florida,
National  Association,  individually   and  as  agent  for  Colonial  Bank,
CoreStates  Bank,  N.A.  and  SouthTrust Bank, National  Association.   The
proceeds  of the line of credit will be used to provide interim  funds  for
the  funding of eligible residential mortgage loans prior to resale thereof
to  investors pre-approved by the agent.  Advances of the proceeds  of  the
line of credit will be made from time to time by the lenders, on a pro rata
basis in accordance with their respective percentage interest, upon written
request  of  the Company and/or Premier Lending Corporation  in  compliance
with such advance conditions as may be established from time to time by the
agent.  The term of the line of credit is one year.  The line of credit  is
secured  by  an  assignment  of and a grant of a  first  priority  security
interest in the subject mortgage loans.


Shareholders' Equity

The  Company maintains a ratio of shareholders' equity to total assets that
is  adequate  relative  to  industry standards.   The  Company's  ratio  of
shareholders' equity to total assets was 8.80% at March 31, 1998,  compared
to 8.68% at December 31, 1997.

The  Company  and its subsidiary banks are required to comply with  capital
adequacy  standards  established  by the  Federal  Reserve  and  the  FDIC.
Currently,  there  are  two basic measures of capital adequacy:  risk-based
measure and  leverage measure.

The  risk-based  capital standards are designed to make regulatory  capital
requirements more sensitive to differences in risk profile among banks  and
bank  holding companies, to account for off-balance sheet exposure  and  to
enhance  the value of  holding liquid assets. The resulting capital  ratios
represent  capital as a percentage of total risk-weighted assets  and  off-
balance  sheet  items.  Recently the Federal Reserve and the FDIC  proposed
that  interest  rate  risk  be considered in computing  risk-based  capital
ratios.

The minimum standard for the ratio of total capital to risk-weighted assets
is  8%.   At least 50% of that capital level must consist of common equity,
undivided  profits  and  noncumulative  perpetual  preferred  stock,   less
goodwill  and certain other intangibles ("Tier I capital").  The  remainder
("Tier  II  capital") may consist of a limited amount  of  other  preferred
stock,  mandatory convertible securities, subordinated debt and  a  limited
amount  of  the allowance for loan losses.  The sum of Tier I  capital  and
Tier II capital is "total risk-based capital."

The  Federal Reserve and the FDIC also adopted regulations which supplement
the risk-based guidelines to include a minimum leverage ratio of 3% of Tier
I  capital to total assets less goodwill (the "leverage ratio").  Depending
upon  the risk profile of the institution and other factors, the regulatory
agencies may require a leverage 1% to 2% higher than the minimum 3% level.

Capital Levels
                                      
                                At March 31, 1998
                                -----------------
                                             
Tier I Capital Leverage Ratio          11.83%
                                      
Tier I Risk-based Capital Ratio        15.58%
Tier II Risk-based Capital Ratio        1.98%
                                       ------
Total Risk-based Capital Ratio         17.56%
                                       ======
                                      


Capability  of  the Company's Data Processing Software to  Accommodate  the
Year 2000

Like many financial institutions, the Company relies upon computers for the
daily conduct of its business and for data processing generally.  There  is
concern  among  industry  experts  that  commencing  on  January  1,  2000,
computers will be unable to "read" the new year and there may be widespread
computer  malfunctions.  Management has assessed the electronic  components
used  in  the  operations of the Company, and believes that  the  Company's
hardware  and  software  has  been programmed  to  be  able  to  accurately
recognize the Year 2000, and that significant additional costs will not  be
incurred in connection with the Year 2000 issue, although there can  be  no
assurances in this regard.




Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company's primary market risk exposure is interest rate risk
and, to a lesser extent, credit risk and liquidity risk.  The
Company has little or no risk related to trading accounts,
commodities or foreign exchange.  Interest rate risk is the exposure
of a banking organization's financial condition and earnings ability
to adverse movements in interest rates.  The Company has analyzed
the assumed market value risk and earnings risk inherent in its
interest rate sensitive instruments related to interest-rate swings
of 200 basis points, both above and below current levels (rate shock
analysis).  Earnings and fair value estimates are subjective in
nature and involve uncertainties and matters of significant judgment
and, therefore, cannot be determined with precision.  There have been
no significant changes in the Company's market risk exposure since
December 31, 1997.


Part II.  Other Information


Item 1.  Legal Proceedings
         (Not Applicable)


Item 2.  Changes in Securities and Use of Proceeds
         (Not Applicable)


Item 3.  Defaults Upon Senior Securities
         (Not Applicable)


Item 4.  Submissions of Matters to a Vote of Securities Holders
         (Not Applicable)


Item 5.  Other Information
         (Not Applicable)



Item 6.  Exhibits and Reports on Form 8-K

a.  Exhibits

Exhibit
Number          Exhibit
------          ------- 
3.1             Articles  of  Incorporation of the Registrant, as  amended,
                through  February 6, 1997.  (Incorporated by  reference  as
                Exhibit  3.1 to the Registrant's Form 10-K for  the  fiscal
                year ended December 31, 1996).
      
3.2             Bylaws  of  the  Registrant (Incorporated by  reference  as
                Exhibit  3.2  from  the Registrant's Form  10-QSB  for  the
                quarter ended September 30, 1996).

3.3             Amendment  to  Bylaws  of the Registrant  (Incorporated  by
                reference  as Exhibit 3.3 from the Registrant's  Form  10-K
                for the fiscal year ended December 31, 1997).
      
4.1             Form  of  Stock Certificate (Incorporated by  reference  as
                Exhibit  4.1 to the Registrant's Form 10-K for  the  fiscal
                year ended December 31, 1996).
      
10.1            Individual  Director's  Defined  Benefit  Plan  Agreements,
                dated January 1, 1994, between First Alliance Bank and each
                of its directors (Incorporated by reference as Exhibit 10.6
                to  Premier's  Form  10-K for the year ended  December  31,
                1996).
      
10.2            First  Alliance Bank 1995 Stock Option Plan,  dated  as  of
                August  8,  1995  and  amended as of March  12,  1996,  and
                related  form of employee incentive stock option  agreement
                (Incorporated  by  reference as Exhibit 10.5  to  Premier's
                Form 10-KSB for the fiscal year ended December 31, 1995).
      
10.3            Employment  Agreement dated as of January 1,  1997  by  and
                between  Premier Lending and George S. Phelps (Incorporated
                by reference as Exhibit 10.5 to Premier's Form 10-K for the
                fiscal year ended December 31, 1996).
      
10.4            Employment  Agreement dated as of January 1,  1997  by  and
                between  Premier Lending and Michael W. Lane  (Incorporated
                by reference as Exhibit 10.5 to Premier's Form 10-K for the
                fiscal year ended December 31, 1996).
      
10.5            Employment  Agreement dated as of January 1,  1997  by  and
                between  Premier Lending and Brian D. Schmitt (Incorporated
                by reference as Exhibit 10.6 to Premier's Form 10-K for the
                fiscal year ended December 31, 1996).
      
10.6            Amendment  to Employment Agreement dated as of  January  1,
                1997 by and between First Alliance/Premier Bancshares, Inc.
                and  Darrell  D.  Pittard (Incorporated  by  referenced  as
                Exhibit  10.7  to Premier's Form 10-K for the  fiscal  year
                ended December 31, 1996).
      
10.7            Employment Agreement dated as of June 23, 1997 by and among
                Premier  Bancshares, Inc., Premier Lending and  Darrell  D.
                Pittard  (Incorporated  by reference  as  Exhibit  10.8  to
                Premier's Form 10-K for the fiscal year ended December  31,
                1996).
      
10.8            Amended  and  Restated  Stock  Purchase  Agreement  by  and
                between  Premier Bancshares, Inc. (formerly known as  First
                Alliance/Premier Bancshares, Inc.) and Net.B@nk, Inc. dated
                December  19,  1996 (Incorporated by reference  as  Exhibit
                10.9  to  Premier's  Form 10-K for the  fiscal  year  ended
                December 31, 1996).
      
10.9            First  Amendment to the Amended and Restated Stock Purchase
                Agreement  by  and  between Premier  Bancshares,  Inc.  and
                Net.B@nk,  Inc.  dated February 25, 1997  (Incorporated  by
                reference as Exhibit 10.10 to Premier's Form 10-K  for  the
                fiscal year ended December 31, 1996).
      
10.10           Second Amendment to the Amended and Restated Stock Purchase
                Agreement  by  and  between Premier  Bancshares,  Inc.  and
                Net.B@nk,   Inc.  dated  May  31,  1997  (Incorporated   by
                reference as exhibit 10.12 to Premier's Form 10-Q  for  the
                quarter ended June 30, 1997).
      
10.11           Purchase  and  Assumption Agreement by and between  Premier
                Bank,  FSB and First Alliance Bank dated December 19,  1996
                (Incorporated  by reference as Exhibit 10.11  to  Premier's
                Form 10-K for the fiscal year ended December 31, 1996).
      
10.12           First Amendment to Purchase and Assumption Agreement by and
                between  Premier  Bank, FSB and First Alliance  Bank  dated
                March  13, 1997 (Incorporated by reference as Exhibit 10.12
                to  Premier's Form 10-K for the fiscal year ended  December
                31, 1996).
      
10.13           Second  Amendment to Purchase and Assumption  Agreement  by
                and between Premier Bank, FSB and First Alliance Bank dated
                March  25, 1997 (Incorporated by reference as Exhibit 10.13
                to  Premier's Form 10-K for the fiscal year ended  December
                31, 1996).
      
10.14           Third Amendment to Purchase and Assumption Agreement by and
                between Premier Bank, FSB and First Alliance Bank dated May
                31,  1997  (Incorporated by reference as Exhibit  10.16  to
                Premier's Form 10-Q for the quarter ended June 30, 1997).
      
10.15           Premier   Bancshares,   Inc.   1997   Stock   Option   Plan
                (Incorporated  by reference as Exhibit 10.14  to  Premier's
                Form 10-K for the fiscal year ended December 31, 1996).
      
10.16           Agreement  and  Plan of Reorganization, dated  February  3,
                1997,  between  Premier and Central  and  Southern  Holding
                Company  (Incorporated by reference from  the  Joint  Proxy
                Statement/Prospectus  contained  in  Premier's   Form   S-4
                Registration Statement No. 333-24537).
      
10.17           Amendment  to  Agreement and Plan of  Reorganization  dated
                March  26,  1997, between Premier and Central and  Southern
                Holding  Company (Incorporated by reference from the  Joint
                Proxy Statement/Prospectus contained in Premier's Form  S-4
                Registration Statement No. 333-24537).
      
10.18           Agreement for Purchase of Certain Assets and Assumption  of
                Certain Liabilities by and between The Central and Southern
                Bank  of  North Georgia, FSB and The Central  and  Southern
                Bank  of  Georgia  dated August 11, 1997  (Incorporated  by
                reference as Exhibit 10.21 to Premier's Form 10-Q  for  the
                quarter ended June 30, 1997).
      
10.19           Agreement   and  Plan  of  Merger  by  and  among   Premier
                Bancshares, Inc., Premier Bank and The Central and Southern
                Bank   of   North  Georgia,  FSB  dated  August  11,   1997
                (Incorporated  by reference as Exhibit 10.22  to  Premier's
                Form 10-Q for the quarter ended June 30, 1997).
      
10.20           Amended  and  Restated Premier Bancshares, Inc.  Director's
                Deferred  Stock  Unit Plan (Incorporated by reference  from
                Appendix   E   to   the  Joint  Proxy  Statement/Prospectus
                contained in Premier's Form S-4 Registration Statement  No.
                333-36775).
      
10.21           Agreement  and Plan of Reorganization dated June 24,  1997,
                between  Premier  and  Citizens Gwinnett  (Incorporated  by
                reference   from   Appendix   A   to   the   Joint    Proxy
                Statement/Prospectus  contained  in  Premier's   Form   S-4
                Registration Statement No. 333-36775).
      
10.22           First  Amendment  to Agreement and Plan  of  Reorganization
                dated  July 24, 1997, between premier and Citizens Gwinnett
                (Incorporated  by reference from Appendix A  to  the  Joint
                Proxy Statement/Prospectus contained in Premier's Form  S-4
                Registration Statement No. 333-36775).
      
10.23          Second  Amendment  to Agreement and Plan of  Reorganization
               dated  September  15,  1997 between  Premier  and  Citizens
               Gwinnett (Incorporated by reference from Appendix A of  the
               Joint  Proxy  Statement/Prospectus contained  in  Premier's
               Form S-4 Registration Statement No. 333-36775).
      
10.24          Third  Amendment  to Agreement and Plan  of  Reorganization
               dated  September  19,  1997 between  Premier  and  Citizens
               Gwinnett (Incorporated by reference from Appendix A of  the
               Joint  Proxy  Statement/Prospectus contained  in  Premier's
               Form S-4 Registration Statement No. 333-36775).
      
10.25          Loan  and  Security Agreement dated June 12,  1997  by  and
               among Premier, Premier Lending, Alliance Finance, Inc.  and
               The  Bankers  Bank (Incorporated by reference from  Exhibit
               10.27  of  the  Proxy  Statement/Prospectus  contained   in
               Premier's Form S-4 Registration Statement No. 333-45601).
      
10.26          Employment  Agreement  dated as of December  11,  1990,  as
               amended  on  March 11, 1997 and December 12,  1997  by  and
               among  Citizens  Bank  of Gwinnett  and  Thomas  J.  Martin
               (Incorporated by reference from Exhibit 10.28 of the  Proxy
               Statement/Prospectus  contained  in  Premier's   Form   S-4
               Registration Statement No. 333-45601).
      
10.27          Agreement and Plan of Reorganization dated December 3, 1997
               by  and  between  Premier  and  The  Bank  Holding  Company
               (Incorporated by reference from Exhibit 10.29 of the  Proxy
               Statement/Prospectus  contained  in  Premier's   Form   S-4
               Registration Statement No. 333-45601).
      
10.28          First  Amendment  to Agreement and Plan  of  Reorganization
               dated  December  18, 1997 by and between  Premier  and  BHC
               (Incorporated by reference from Exhibit 10.30 of the  Proxy
               Statement/Prospectus  contained  in  Premier's   Form   S-4
               Registration Statement No. 333-45601).
      
10.29          Second  Amendment  to Agreement and Plan of  Reorganization
               dated  December  23, 1997 by and between  Premier  and  BHC
               (Incorporated by reference from Exhibit 10.31 of the  Proxy
               Statement/Prospectus  contained  in  Premier's   Form   S-4
               Registration Statement No. 333-45601).
      
10.30          Third  Amendment  to Agreement and Plan  of  Reorganization
               dated  December  31, 1997 by and between  Premier  and  BHC
               (Incorporated by reference from Exhibit 10.32 of the  Proxy
               Statement/Prospectus  contained  in  Premier's   Form   S-4
               Registration Statement No. 333-45601).
      
10.31          Fourth  Amendment  to Agreement and Plan of  Reorganization
               dated  January  15,  1997 by and between  Premier  and  BHC
               (Incorporated by reference from Exhibit 10.33 of the  Proxy
               Statement/Prospectus  contained  in  Premier's   Form   S-4
               Registration Statement No. 333-45601).
      
10.32          Fifth  Amendment  to Agreement and Plan  of  Reorganization
               dated  March  16,  1998  by and between  Premier  and  BHC.
               (Incorporated by reference from Appendix B   to  the  Joint
               Proxy Statement/Prospectus contained in Premier's Form  S-4
               Registration Statement No. 333-50535).
      
10.33          Agreement  and  Plan of Reorganization dated  December  16,
               1997  by  and  between  Premier and  Lanier  Bank  &  Trust
               Company,  as  amended on January 22, 1998 and  the  related
               Plan of Merger entered into with Premier Bank (Incorporated
               by    reference    from   Appendix   A   to    the    Proxy
               Statement/Prospectus  contained  in  Premier's   Form   S-4
               Registration Statement No. 333-45601).
      
10.34          Agreement  and  Plan of Reorganization  dated  February  5,
               1998,  by and between Premier and Button Gwinnett Financial
               Corporation (Incorporated by reference from Exhibit 2.1  to
               Premier's Form 8-K dated February 5, 1998).
      
10.35          Amendment  to  Agreement and Plan of  Reorganization  dated
               April  29, 1998, by and between Premier and Button Gwinnett
               Financial  Corporation  (Incorporated  by  reference   from
               Appendix   A   to   the  Joint  Proxy  Statement/Prospectus
               contained in Premier's Form S-4 Registration Statement  No.
               333-50535).
      
10.36          Master  Mortgage Warehouse Loan and Security  Agreement  by
               and between the Company, Premier Lending and SunTrust Bank,
               Central  Florida National Association as Agent for  Certain
               Lenders.
      
27.1           Financial Data Schedule.



b.  Reports on Form 8-K

The Company has filed the following reports on Form 8-K during the
period covered by this report:

     (i)  A Current Report on Form 8-K filed on February 20, 1998, reporting
       that the Company had entered into an Agreement and Plan of
       Reorganization with Button Gwinnett Financial Corporation on
       February 5, 1998; and
     
     (ii) A Current Report on From 8-K/A filed on March 5, 1998, reporting
       that certain restated financial statements of the Company reflecting
       its acquisition of Citizens Gwinnett Bankshares, Inc. were filed with
       the Company's Registration Statement on Form S-4 (File No. 333-45601).


                                     

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



PREMIER BANCSHARES, INC.
------------------------
Registrant



Date___May 15, 1998__________           Darrell D. Pittard
                                        ------------------
                                        Darrell D. Pittard
                                        Chief Executive Officer


Date__May 15, 1998___________           Michael E. Ricketson
                                        --------------------
                                        Michael E. Ricketson
                                        Chief Accounting Officer