<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

     [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED JUNE 30, 1999
                                               -------------


     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                             (zip code)
     executive 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  July 30, 1999
Common stock, $1.00 par value                              26,167,965


<PAGE>

                   PREMIER BANCSHARES, INC. AND SUBSIDIARIES

                                   FORM 10-Q

                               TABLE OF CONTENTS


Part I.   Financial Information

<TABLE>

<S>       <C>                                                                                                    <C>

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

            Consolidated Condensed Statements of Condition (Unaudited) as of
            June 30, 1999 and December 31, 1998

            Consolidated Condensed Statements of Income (Unaudited) for the
            Three Months Ended June 30, 1999 and 1998

            Consolidated Condensed Statements of Income (Unaudited) for the Six
            Months Ended June 30, 1999 and 1998

            Consolidated Condensed Statements of Cash Flows (Unaudited) for the
            Six Months Ended June 30, 1999 and 1998

            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 4. Submission of Matters to a Vote of Securities Holders................................................... 16

Item 6.  Exhibits and Reports on Form 8-K....................................................................... 16

Signatures...................................................................................................... 17

</TABLE>

                                                                               2
<PAGE>

Part I.  Financial Information

Item 1.  Consolidated Condensed Financial Statements



                   PREMIER BANCSHARES, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CONDITION
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                           June 30,               December 31,
                                                                                             1999                     1998
                                                                                     -------------------        ---------------
<S>                                                                                   <C>                       <C>
                                                                                             (dollar amounts in thousands)
Assets
    Cash and due from banks                                                                 $   37,965             $   58,021
    Interest-bearing deposits with other banks                                                     445                  8,262
    Federal funds sold                                                                          73,943                123,740
    Securities available-for-sale                                                              165,622                133,232
    Loans held for sale                                                                         67,908                124,900

    Loans                                                                                    1,107,550              1,033,561
    Allowance for credit losses                                                                (14,845)               (14,080)
                                                                                       ---------------        ---------------
    Net loans                                                                                1,092,705              1,019,481

    Premises and equipment, net                                                                 30,047                 30,787
    Goodwill and other intangibles                                                               4,287                  4,500
    Other real estate owned                                                                      1,896                  1,889
    Other assets                                                                                18,346                 15,806
                                                                                       ---------------        ---------------

               Total assets                                                                 $1,493,164             $1,520,618
                                                                                       ===============        ===============

Liabilities, redeemable preferred stock  and common stockholders'
 equity
    Deposits
               Noninterest-bearing                                                          $  175,523             $  187,998
               Interest-bearing                                                                986,126                991,964
                                                                                       ---------------        ---------------
               Total deposits                                                                1,161,649              1,179,962

    Federal funds purchased and securities sold under repurchase agreements                     30,106                 21,782
    Federal Home Loan Bank advances                                                             50,000                    ---
    Guaranteed preferred beneficial interests in the Company's subordinated                     28,750                 28,750
     debentures
    Other borrowings                                                                            72,537                140,089
    Other liabilities                                                                            9,806                 11,496
                                                                                       ---------------        ---------------
               Total liabilities                                                             1,352,848              1,382,079

Redeemable preferred stock, par value $60, 2,000,000 shares authorized, 40,770 shares
 issued and outstanding                                                                          2,446                  2,446

Common stockholders' equity:
    Common stock, $1 par value; 60,000,000 shares authorized; 26,167,265 and
     26,000,409 shares issued at June 30, 1999 and December 31, 1998, respectively              26,167                 26,000

    Capital surplus                                                                             55,409                 54,730
    Treasury stock, at cost (83,900 shares at June 30, 1999)                                    (1,671)                   ---
    Retained earnings                                                                           59,100                 54,986
    Accumulated other comprehensive (loss) income                                               (1,135)                   377
                                                                                       ---------------        ---------------
               Total stockholders' equity                                                      137,870                136,093
                                                                                       ---------------        ---------------

               Total liabilities and stockholders' equity                                   $1,493,164             $1,520,618
                                                                                       ===============        ===============

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

                                                                               3
<PAGE>

                   PREMIER BANCSHARES, INC. AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                                  Three Months Ended
                                                                                         June 30,
                                                                                 1999               1998
                                                                              ------------      -----------
                                                                    (dollar amounts in thousands, except per share data)
<S>                                                                          <C>                    <C>
Interest Income:
     Loans, including fees                                                      $26,798             $24,689
     Investment securities:
             Taxable                                                              2,051               2,789
             Tax-exempt                                                             132                 195
     Federal funds sold                                                           1,627               1,096
                                                                             ------------         -----------
             Total interest income                                               30,608              28,769

Interest Expense:
     Deposits                                                                    11,322              11,814
     Other borrowings                                                             3,346               1,732
                                                                            ------------         -----------
             Total interest expense                                              14,668              13,546

     Net interest income                                                         15,940              15,223
     Provision for credit losses                                                    520                 165
                                                                            ------------         -----------
     Net interest income after provision for credit losses                       15,420              15,058

Other Income:
     Service charges on deposit accounts                                          1,117                 950
     Securities transactions, net                                                     2                  15
     Mortgage banking activities                                                  6,212               6,744
     Other noninterest income                                                     1,401               2,274
                                                                           ------------         -----------
Total other income                                                                8,732               9,983

Other Expenses:
     Salaries and employee benefits                                              10,108               9,537
     Net occupancy and equipment expense                                          2,029               2,000
     Merger related expenses                                                        551                 360
     Other noninterest expense                                                    4,509               3,816
             Total other expenses                                                17,197              15,713
                                                                            ------------         -----------
Income before income taxes                                                        6,955               9,328
Income taxes                                                                      3,064               2,886
                                                                            -----------          -----------
Net income                                                                  $     3,891          $    6,442
                                                                            ============         ===========
Per Share Information:
     Earnings per share  Basic                                              $      0.15          $     0.25
     Weighted average common shares outstanding  Basic                       26,032,858          25,709,615

     Earnings per share  Diluted                                                   0.15          $     0.25
     Weighted average common shares outstanding  Diluted                     26,397,251          26,162,373

     Dividends declared per share                                           $      0.09          $     0.14

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

                                                                               4
<PAGE>

                 PREMIER BANCSHARES, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                  (Unaudited)

<TABLE>
                                                                               Six Months Ended
                                                                                   June 30,
                                                                          1999                   1998
                                                                      --------------         ------------
<S>                                                                   <C>                       <C>
                                                                   (dollar in thousands, except per share data)

Interest Income:
     Loans, including fees                                            $ 52,759                 $  47,495
     Investment securities:
                Taxable                                                  3,958                     5,279
                Tax-exempt                                                 277                       517
     Federal funds sold                                                  2,653                     2,241

                Total interest income                                   59,647                    55,532
                                                                      -----------              -----------
Interest Expense:
     Deposits                                                           22,332                    23,268
     Other borrowings                                                    5,957                     2,933
                                                                      -----------              -----------
                Total interest expense                                  28,289                    26,201

     Net interest income                                                31,358                    29,331
     Provision for credit losses                                           925                       210
                                                                      -----------              -----------
     Net interest income after provision for credit losses              30,433                    29,121

Other Income:
     Service charges on deposit accounts                                 2,266                     2,092
     Securities transactions, net                                           29                        15
     Mortgage banking activities                                        13,554                    12,732
     Other noninterest income                                            3,042                     3,712
                                                                     -----------              -----------
                Total other income                                      18,891                    18,551

Other Expenses:
     Salaries and employee benefits                                     19,399                    18,216
     Net occupancy and equipment expense                                 4,122                     3,854
     Merger related expenses                                               831                       377
     Other noninterest expense                                           9,026                     7,378
                                                                     ---------                ----------
                Total other expenses                                    33,378                    29,825
                                                                     -----------              -----------
Income before income taxes                                              15,946                    17,847
Income taxes                                                             6,279                     5,716
                                                                     -----------              -----------
Net income                                                           $   9,667                $   12,131
                                                                     ============             ===========
Per Share Information:
     Earnings per share - Basic                                     $     0.37                $     0.47
     Weighted average common shares outstanding - Basic             26,012,132                25,672,237

     Earnings per share  Diluted                                    $     0.36                 $    0.47
     Weighted average common shares outstanding - Diluted           26,462,430                26,085,789

     Dividends declared per share                                   $     0.18                 $    0.17

</TABLE>

See notes to consolidated condensed financial statements.

                                                                               5
<PAGE>

<TABLE>
<CAPTION>
                                                    PREMIER BANCSHARES, INC. AND SUBSIDIARIES
                                                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                                                   (Unaudited)

                                                                                                  Six months ended
                                                                                                      June 30,
                                                                                                  1999         1998
                                                                                                ---------  ---------
<S>                                                                                           <C>          <C>
                                                                                       (dollar amounts in thousands, except
                                                                                                  per share data)
Cash flows from operating activities
  Net income                                                                                 $   9,667     $  12,131
     Adjustments to reconcile net income to net cash provided by operating activities:
          Provision for credit losses                                                              925           210
          Depreciation expense                                                                   1,429         1,601
          Amortization and accretion, net                                                          143           304
          Gain on sale of premises and equipment                                                  (393)       (1,195)
          Gain on sale of securities                                                               (29)          (15)
          (Gain) loss on sale of other real estate owned                                          (162)           19
          Net decrease in loans held for sale                                                   56,992        11,543
          Increase in other assets                                                              (2,079)       (5,605)
          (Decrease) increase in other liabilities                                              (1,690)          739
                                                                                              ---------    -----------
       Net cash provided by operating activities                                                64,803        19,732

Cash flows from investing activities
   Decrease in interest bearing deposits                                                         7,817         2,516
   Proceeds from maturities and paydowns of investment securities available-for-sale            47,766        42,775
   Proceeds from maturities and paydowns of investment securities held-to-maturity                ---         13,247
   Proceeds from sales of investment securities available-for-sale                                 527         1,000
   Purchases of investment securities available-for-sale                                       (83,275)      (39,492)
   Purchases of investment securities held-to-maturity                                            ---         (5,112)
   Net increase in loans                                                                       (75,172)      (81,066)
   Decrease (increase) in federal funds sold, net                                               49,797       (29,585)
   Purchases of premises and equipment                                                          (2,179)       (3,160)
   Proceeds from sales of premises and equipment                                                 1,883         1,047
   Sale of bank branch                                                                            -           (7,122)
   Proceeds from sales of other real estate owned                                                1,178           770
                                                                                              -----------  -----------
       Net cash used in investing activities                                                   (51,658)     (104,182)

Cash flows from financing activities
   Net (decrease) increase in deposits                                                         (18,313)       61,640
   Net increase (decrease) in repurchase agreements                                              8,324        (8,456)
   Net increase (decrease) in FHLB advances                                                     50,000        (1,000)
   Net (decrease) increase in other borrowings                                                 (67,552)       37,379
   Dividends paid                                                                               (4,990)       (4,132)
   Purchase of treasury stock                                                                   (1,671)         ---
   Proceeds from exercise of stock options                                                       1,001         1,070
                                                                                              -----------  -----------
       Net cash (used in) provided by financing activities                                     (33,201)       86,501

       Net (decrease) increase in cash and cash equivalents                                    (20,056)        2,051
Cash and due from banks, beginning of period                                                    58,021        51,881
Cash and due from banks, end of period                                                        $ 37,965     $  53,932
                                                                                             ===========   =========
Supplemental disclosures of cash flow information:
   Cash paid during the period for:
      Interest                                                                               $  29,483     $  26,017
                                                                                             ===========   =========
      Income taxes                                                                           $   7,938     $   7,108
                                                                                             ============  ==========

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

                                                                               6
<PAGE>

                   PREMIER BANCSHARES, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 June 30, 1999
                                  (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
presentation of the financial position and results of operations. As more fully
discussed in Note 2, the Company completed four mergers in 1998 accounted for as
poolings of interests.  The accompanying consolidated condensed financial
information has been restated for the three months and six months ended June 30,
1998 to reflect the effect of these mergers as if they had taken place on
January 1, 1998.  The results of operations for the three- and six-month periods
ended June 30, 1999 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, 1998.

Note 2.  BUSINESS COMBINATIONS

Completed Combinations

On December 17, 1998 the Company completed a business combination with Frederica
Bank & Trust ("Frederica") by exchanging 1,013,500 shares of the Company's
common stock for all of the common stock of Frederica. 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, 1998. All
prior period consolidated financial statements have been restated to include the
results of Frederica.

On July 2, 1998, the Company completed a business combination with The Bank
Holding Company ("BHC")  by exchanging 2,170,447 shares of  the Company's common
stock and 40,770 shares of the Company's redeemable preferred stock for all of
the outstanding common and redeemable preferred stock of BHC. 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, 1998. All
prior period consolidated financial statements have been restated to include the
results of BHC.

On July 1, 1998, the Company completed a business combination with Button
Gwinnett Financial Corporation ("Button Gwinnett") by exchanging 5,571,778
shares of  the Company's common stock for all of the outstanding common stock of
Button Gwinnett. 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, 1998. All prior period consolidated financial statements
have been restated to include the results of Button Gwinnett.

On June 9, 1998, the Company completed a business combination with Lanier Bank &
Trust Company ("Lanier") by exchanging 1,625,990 shares of the Company's common
stock for all of the outstanding common stock of Lanier. 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, 1998. All
prior period consolidated financial statements have been restated to include the
results of Lanier.

Pending Combinations

On May 20, 1999, the Company announced that a definitive merger agreement had
been entered into with Bank Atlanta ("Bank Atlanta"). As of December 31, 1998,
Bank Atlanta had total assets of $79,447,000, and for the year ended December
31, 1998, had revenue and net income of $7,346,000 and $1,405,000, respectively.
The merger is expected to close in the third quarter of 1999 and is expected to
be accounted for as a pooling of interests.

On April 20, 1999, the Company announced that a definitive merger agreement had
been entered into with Farmers & Merchants Bank ("Farmers"). As of December 31,
1998, Farmers had total assets of $165,981,000, and for the year ended December
31, 1998, had revenue and net income of $13,048,000 and  $2,600,000,
respectively. The merger is expected to close in the third quarter of 1999 and
is expected to be accounted for as a pooling of interests.

On April 6, 1999, the Company announced that a definitive merger agreement had
been entered into with North Fulton Bancshares, Inc. ("North Fulton"). As of
December 31, 1998, North Fulton had total assets of $173,600,000, and for the
year ended December 31, 1998, had revenue and net income of $15,608,000 and
$1,417,000, respectively. The merger is expected to close in the third quarter
of 1999 and is expected to be accounted for as a pooling of interests.

                                                                               7
<PAGE>

Note 3.   STOCKHOLDERS' EQUITY


On April 13, 1999, the Company declared a quarterly cash dividend of $0.09 per
share payable to shareholders of record as of April 27, 1999. The dividend was
paid on May 10, 1999.

On July 22, 1999, the Company declared a quarterly cash dividend of $.09 per
share payable to shareholders of record as of August 5, 1999. The dividend is to
be paid on August 19, 1999.


Note 4.   RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("Statement
133").  Statement 133 establishes new accounting and reporting activities for
derivatives.  The standard requires all derivatives to be measured at fair value
and recognized as either assets or liabilities in the statement of condition.
Under certain conditions, a derivative may be specifically designated as a
hedge.  Accounting for the changes in fair value of a derivative depends on the
intended use of the derivative and the resulting designation.  In July 1999, the
FASB issued Statement of Financial Accounting Standards No. 137, "Accounting for
Derivative Instruments and Hedging Activities-Deferral of the Effective Date of
FASB Statement No. 133" ("Statement 137"), which deferred the effective date of
Statement 133 to fiscal years beginning after June 15, 2000. The adoption is not
expected to result in a material financial impact on the Company's financial
position or results of operations.


Note 5.  EARNINGS PER SHARE

Earnings per share for periods prior to 1999 have been restated to reflect the
business combinations accounted for as poolings of interests.

The following tables set forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>
                                                                                    Quarter ended June 30,
                                                                                    1999                 1998
                                                                       ---------------------------------------------
<S>              <C>                                                      <C>                  <C>
                                                                          (In thousands, except per share data)
                 Numerator:
                   Net income                                                         $ 3,891              $ 6,442
                   Preferred stock dividends                                              (49)                 (49)
                                                                       ---------------------------------------------
                   Net income available to common shareholders                        $ 3,842              $ 6,393
                                                                       =============================================

                 Denominator:
                   Denominator for basic earnings per share - weighted                 26,033               25,710
                   average shares
                   Effect of dilutive securities - stock options                          364                  452
                   Denominator for diluted earnings per share - adjusted
                    weighted average shares and assumed conversions                    26,397               26,162

                                                                       =============================================

                 Net income per share of common stock                               $    0.15              $  0.25
                                                                       ---------------------------------------------
                 Net income per share of common stock-diluted                       $    0.15              $  0.25
                                                                       =============================================


                                                                                     Six Months ended June 30,
                                                                                      1999                1998
                                                                       ---------------------------------------------

                                                                          (In thousands, except per share data)
                 Numerator:
                   Net income                                                         $ 9,667              $12,131
                   Preferred stock dividends                                              (98)                 (98)
                                                                       ---------------------------------------------
                 Net income available to common shareholders                          $ 9,569              $12,033
                                                                       =============================================

                 Denominator:
                   Denominator for basic earnings per share - weighted                 26,012               25,672
                   average shares
                   Effect of dilutive securities - stock options                          450                  414
                   Denominator for diluted earnings per share - adjusted
                    weighted average shares and assumed conversions                    26,462               26,086

                                                                       =============================================

                 Net income per share of common stock                               $    0.37              $  0.47
                                                                       ---------------------------------------------
                 Net income per share of common stock-diluted                       $    0.36              $  0.47
                                                                       =============================================
</TABLE>

                                                                               8
<PAGE>

Note 6.  OTHER COMPREHENSIVE INCOME

Total comprehensive income was $2,889,000 and $6,256,000 for the quarter ended
June 30, 1999 and 1998, respectively, and $8,155,000 and $12,809,000 for the six
months ended June 30, 1999 and 1998, respectively.  The Company's components of
other comprehensive income consist solely of unrealized gains and losses on
securities classified as available for sale and reclassification adjustments for
securities gains and losses included in net income.


Note 7.  BUSINESS SEGMENT INFORMATION

The Company's two major lines of business are Community Banking and Mortgage
Lending.  Community Banking encompasses all of the Company's traditional banking
services, including: loans to small and medium-size businesses; residential,
construction and development loans; commercial real estate loans; consumer loans
and a variety of commercial and consumer deposit accounts.  Included in
Community Banking are certain corporate overhead expenses which have not been
separately allocated.  Mortgage Lending encompasses the retail origination of
residential mortgage loans which are sold to correspondent mortgage investors.


<TABLE>
<CAPTION>
                                                 Community          Mortgage
                                                 Banking            Lending         Eliminations      Total

                                           ------------------------------------------------------------------
<S>                                        <C>                    <C>             <C>            <C>
                                                                   (dollars in thousands)

Three months ended June 30, 1999:
---------------------------------

Net interest income                       $     14,747             $    673              -          $   15,420
Other income                                     2,220                6,563             (51)             8,732
Other expenses                                 (11,183)              (6,065)             51            (17,197)
                                          ----------------------------------------------------------------------
Income before income taxes                $      5,784             $  1,171              -          $    6,955
                                          =====================================================================

Average total assets                      $  1,480,288             $109,544                         $1,589,832
                                           ====================================================================

Three months ended June 30, 1998:
--------------------------------
Net interest income                       $     14,867             $    191              -          $   15,058
Other income                                     2,931                7,052              -               9,983


Other expenses                                 (10,686)              (5,027)             -             (15,713)

Income before income taxes                $      7,112             $  2,216              -          $    9,328
                                          =====================================================================
Average total assets                      $1,  374,026            $  52,932                         $1,426,958

                                          ======================================================================


                                                 Community        Mortgage
                                                 Banking          Lending         Eliminations       Total

                                          ------------------------------------------------------------------
                                                                   (dollars in thousands)

Three months ended June 30, 1999:
---------------------------------

Net interest income                       $     28,987             $  1,446              -          $   30,433
Other income                                     4,657                6,563             (98)            18,981
Other expenses                                 (21,621)             (11,855)             98            (33,378)
                                          ---------------------------------------------------------------------
Income before income taxes                $     12,023             $  3,923              -          $   15,946
                                          =====================================================================

Average total assets                      $  1,411,761             $112,824                         $1,524,585
                                          ====================================================================

Three months ended June 30, 1998:
--------------------------------
Net interest income                       $     28,762             $    359              -          $   29,121
Other income                                     5,340               13,211              -              18,551
Other expenses                                 (20,593)              (9,232)             -             (29,825)
                                          --------------------------------------------------------------------
Income before income taxes                $     13,509             $  4,338              -          $   17,847
                                          =====================================================================
Average total assets                      $  1,336,398             $ 29,904                         $1,366,302
                                          =====================================================================


</TABLE>

                                                                               9
<PAGE>

Note 8.  SUBSEQUENT EVENT

On July 28, 1999, the Company and BB&T Corporation ("BB&T") entered into an
Agreement and Plan of Reorganization (the "Agreement"), pursuant to which BB&T
will acquire all of the issued and outstanding shares of Premier common stock
and preferred stock through the merger of Premier with and into BB&T. The
transaction is subject to approval by the shareholders of Premier, appropriate
regulatory approvals and the satisfaction of certain other conditions set forth
in the Agreement.


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

Premier Bancshares, Inc. (the "Company") is a bank holding company organized and
existing under the laws of the State of Georgia and headquartered in Atlanta,
Georgia.  At June 30, 1999, the Company consisted of Premier Bank ("Premier
Bank") and Premier Lending Corporation ("Premier Lending").  The Company merged
Central and Southern Bank of Georgia into Premier Bank during the first quarter
of 1999, and merged First Community Bank of Henry County, The Bank of Spalding
County, and Frederica Bank and Trust  into Premier Bank in the second quarter of
1999. The Company was incorporated in 1988 under the laws of the State of
Georgia.

The Company is a locally-focused, community-oriented financial services holding
company with several financial services industry products and services such as
commercial finance (including asset-based loans), Small Business Administration
("SBA") lending, residential construction lending, residential mortgage loan
origination and commercial real estate mortgage loan origination.  The Company's
knowledge of both its product lines and local markets allows it to compete
effectively with larger institutions by offering a wide range of products while
maintaining strong community relationships and name recognition within its
markets.  In addition, management believes that there continue to be increased
opportunities in the retail and small to middle market commercial loan products
as larger competitors focus on the higher dollar and volume loan product
markets.

Through its financial institution subsidiary, the Company operates 29 banking
offices located in the Atlanta metropolitan area and in northern, central and
coastal Georgia.  In these markets, Premier Bank provides a broad array of
community banking services, including: loans to small and medium-sized
businesses; residential, construction and development loans; commercial real
estate loans; consumer loans and a variety of commercial and consumer deposit
accounts.

In addition, through its wholly-owned mortgage banking subsidiary, Premier
Lending, the Company operates 12 mortgage loan production offices in the Atlanta
metropolitan area and Augusta, Georgia; Warner Robins, Georgia; St. Simons
Island, Georgia; Charlotte, North Carolina; Chattanooga, Tennessee;
Jacksonville, Florida; Charleston, South Carolina; and Mobile, Alabama.  Premier
Lending is a retail originator of residential mortgage loans which are sold to
correspondent mortgage investors and is an approved Federal National Mortgage
Association ("FNMA") and Federal Home Loan Mortgage Corporation ("FHLMC")
seller-servicer of mortgage loans and an approved Department of Housing and
Urban Development ("HUD") and Veterans Administration ("VA") mortgage
originator.

Acquisitions of unaffiliated financial institutions during the past three years
have been a principal source of the Company's growth.  On August 31, 1996, the
Company acquired a thrift holding company then named Premier Bancshares, Inc.;
on June 23, 1997, the Company acquired Central and Southern Holding Company, a
bank and thrift holding company; on December 12, 1997, the Company acquired
Citizens Gwinnett Bankshares, Inc., a bank holding company; on June 9, 1998, the
Company acquired Lanier Bank & Trust Company, a Georgia bank; on July 1, 1998,
the Company acquired Button Gwinnett Financial Corporation, a bank holding
company; on July 2, 1998, the Company acquired The Bank Holding Company, a bank
holding company; and on December 17, 1998, the Company acquired Frederica Bank &
Trust, a Georgia bank.  The historical financial statements of the Company have
been restated to give effect to these acquisitions which were accounted for as
poolings of interests.

On April 6, 1999, the Company announced that a definitive merger agreement had
been entered into with North Fulton Bancshares, Inc. ("North Fulton"). On April
20, the Company announced that a definitive merger agreement had been entered
into with Farmers & Merchants Bank ("Farmers").  On May 20, the Company
announced that a definitive merger agreement had been entered into with Bank
Atlanta ("Bank Atlanta"). These mergers are expected to close in the second half
of 1999 and are expected to be accounted for as poolings of interests.

These mergers were entered into prior to the Companys Agreement with BB&T, and
the completion of these mergers is not contingent upon the closing of the BB&T
Merger. North Fulton Bancshares, Inc. and Bank Atlanta have scheduled meetings
of their shareholders to consider these acquisitions on August 31, 1999 and
September 14, 1999, respectively.  The closing of the mergers with North Fulton
Bancshares, Bank Atlanta, and Farmers & Merchants Bank is a condition to BB&T's
obligations under its Agreement with Premier.

On July 28, 1999, the Company entered into an Agreement and Plan of
Reorganization with BB&T Corporation, pursuant to which the Company will be
merged with and into BB&T and BB&T will be the surviving corporation. As a
result of this merger, each share of the Company's common stock then outstanding
will be converted into the right to receive 0.5155 shares of BB&T common stock,
plus cash in lieu of any fractional shares interest. BB&T is a multi-bank
holding company headquartered in Winston-Salem, North Carolina. BB&T conducts in
operations in North Carolina, South Carolina, Georgia, Virginia, Maryland and
Washington, D.C., primarily through its commercial banking subsidiaries, and to
a lesser extent through its other subsidiaries. The merger of the Company with
and into BB&T is subject to the approval of the Company's shareholders and
banking regulators. The merger is expected to be accounted for as a pooling of
interests and is expected to be completed in the first quarter of 2000.

                                                                             10
<PAGE>

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 Condensed
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.

Financial Condition

At the end of the second quarter of 1999, total assets decreased $27,454,000 or
1.8% from December 31, 1998.  Total loans (excluding mortgage loans held for
sale) increased $73,989,000 or 7.2% from December 31, 1998.  The increase in
loans is primarily attributable to increased demand for loans in the markets
that the Company serves.  Mortgage loans held for sale decreased $56,992,000 or
45.6% during the same period, as the volume of loans sold to correspondent
mortgage investors increased during 1999. Federal funds sold decreased
$49,797,000 or 40.2% from December 31, 1998 to June 30, 1999.  Securities
available-for-sale increased $32,390,000 or 24.3% during the same period.

Total deposits decreased $18,313,000 or 1.6% for the year-to-date due, in part,
to a program to reduce the cost of deposits.  Federal Home Loan Bank advances
increased $50,000,000 as the Company initiated a plan to supplement deposits
with lower cost funding.  Other borrowings decreased by $67,552,000 or 48.2% as
the result of decreases in the warehouse line of credit resulting from lower
outstanding mortgage loans held for sale at period end.  Total liabilities
decreased by $29,231,000 or 2.1% from December 31, 1998 to June 30, 1999.


Results of Operations

For the three-month period ended June 30, 1999 the Company recorded net income
of $3,891,000 as compared to $6,442,000 for the same period in 1998.  This
$2,551,000 or 39.6% decrease is due primarily to the following:

  Net interest income increased $717,000.
  Provision for credit losses increased $355,000.
  Total other income decreased $1,251,000.
  Total other expense increased $1,484,000.
  Income tax expense increased $178,000.

The reasons for these changes are discussed more fully below.

For the six-month period ended June 30, 1999 the Company recorded net income of
$9,667,000 as compared to $12,131,000 for the same period in 1998.  This
$2,464,000 or 20.3% decrease is due primarily to the following:

  Net interest income increased $2,027,000.
  Provision for credit losses increased $715,000.
  Total other income increased $340,000.
  Total other expense increased $3,553,000.
  Income tax expense increased $563,000.

The reasons for these changes are discussed more fully below.


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

Net interest income increased $717,000 or 4.7% for the three month period ended
June 30, 1999 compared to the same period in 1998, due to an increase in average
earning assets. Average earning assets increased by approximately $154,000,000
while average interest-bearing liabilities increased by approximately
$137,000,000. Yields on earning assets decreased by 49 basis points and costs of
interest-bearing liabilities decreased by 22 basis points. The net interest
margin declined to 4.48% in the second quarter of 1999 from 4.83% in the same
period of 1998.

                                                                              11
<PAGE>

Net interest income increased $2,027,000 or 6.9% for the six month period ended
June 30, 1999 compared to the same period in 1998, due to an increase in average
earning assets. Average earning assets increased by approximately $161,000,000
while average interest-bearing liabilities increased by approximately
$143,000,000. Yields on earning assets decreased by 48 basis points and costs of
interest-bearing liabilities decreased by 28 basis points. The net interest
margin declined to 4.53% for the six-month period of 1999 from 4.81% in the same
period of 1998.


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

The Company recorded a provision for credit losses of $520,000 for the second
quarter of 1999 and $925,000 year-to-date.  The Company had net charge-offs of
$49,000 during the second quarter and $160,000 year-to-date.  Management will
continue to monitor and adjust the level of the allowance for credit losses in
relation to net charge-offs, 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.



<TABLE>
<CAPTION>
                                                                                           ASSET QUALITY
                                                                   June 30,                 December 31,
                                                                     1999                     1998           Change   Percentage
                                                             ----------------------------------------------------------------------
                                                                                           (dollars in thousands)
<S>                                                             <C>                <C>                  <C>             <C>
Loans past due 90 days or more                                            $    -              $   14           $ (14)   (100.0)%
Nonaccrual loans                                                           3,204               3,843            (639)    (16.6)%
                                                             ----------------------------------------------------------------------
    Total nonperforming loans                                              3,204               3,857            (653)    (16.9)%

Other real estate owned                                                    1,896               1,889               7       0.4 %
   Total nonperforming assets                                             $5,100              $5,746           $(646)    (11.2)%
                                                             ======================================================================

Nonperforming loans/Total loans                                                                 0.29%           0.37%
Nonperforming assets/Total assets                                                               0.34%           0.38%
</TABLE>


The table above illustrates the changes in the level of nonperforming assets
from December 31, 1998 to June 30, 1999. The level of nonperforming assets at
June 30, 1999 decreased slightly from December 31, 1998.  Management anticipates
the levels of nonperforming loans and assets will remain at relatively low
levels.  Management is not aware of any potential problem loans other than those
included in the table above.


Other Income
------------

The Company's main sources of other income are from mortgage banking activities
and service charges on deposit accounts. Other income decreased $1,251,000 in
the second quarter of 1999 compared to the same period in 1998. Service charges
on deposit accounts increased by $167,000 due to the growth in outstanding
deposits. Income from mortgage banking activities decreased $532,000 for the
second quarter of 1999 compared to 1998 due to an increase in interest rates, as
rates on 30-year mortgages increased almost 100 basis points during the quarter.
As a result of continued increases in interest rates generally, since the end of
June 1999, the volume of the Company's mortgage business and income continues to
decline, and the mix of business has shifted to less profitable purchases of
loans from correspondents. Income from mortgage production and gains on sales of
mortgages have continued to decline, also. Other noninterest income decreased
$873,000 for the second quarter of 1999 compared to 1998 due to a gain on the
sale of a subsidiary branch banking location in 1998.

For the year-to-date, other income increased $340,000. Service charges on
deposits increased by $174,000 as outstanding deposits continued to increase in
1999 over the 1998 levels. Income from mortgage banking activities increased by
$822,000 in 1999 compared to 1998, as mortgage production remained strong
initially, but began to decline compared from the record levels of 1998 as
interest rates increased and mortgage volumes began to decline. As a result of
general increases in interest rates during Summer 1999, and expectation of
additional upward pressure on interest rates from a strong economy, the Company
presently expects that mortgage loan production, and income from the origination
and sale of mortgage loans will continue to decline from abnormally high levels
of 1998 and early 1999. Although Company management is taking steps to reduce
the costs of its mortgage business consistent with the present environment, the
costs resulting from the substantial expansion of this business in 1998 to take
advantage of market opportunities and lower volumes of mortgage loans has
resulted in approximately $50,000 loss on its mortgage business in July 1999.
Other noninterest income declined by $670,000 for the year, again primarily due
to the branch sale in 1998.

                                                                              12
<PAGE>

Other Expense
-------------

Other expense increased $1,484,000 for the three-month period ended June 30,
1999 compared to the same period in 1998. Salaries and employee benefits expense
increased $571,000 primarily due to increased commissions on mortgage loan
originations.  Occupancy expense increased due to the Company's opening of two
new bank branches during the third quarter of 1998 and a new bank branch during
the second quarter of 1999.  Merger expenses were $551,000 during the second
quarter of 1999 compared to $360,000 in 1998 as the Company currently has three
pending acquisitions in process.  Other operating expense increased $693,000
over 1998 as the Company completed the conversion of the banks acquired during
1998 into Premier Bank.  In addition, Premier Lending opened six new mortgage
origination offices in late 1998.

For the year-to-date, other expense increased $3,553,000. Salaries and employee
benefits increased by $1,183,000; net occupancy expense by $268,000; merger
expenses by $454,000; and other expense by $1,648,000 primarily due to the
reasons discussed above.


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

Income tax expense increased $178,000 for the three months ended June 30, 1999
compared to the same period in 1998.  The effective tax rate for the second
quarter of 1999 was 44.0% versus 30.9% for the same period in 1998.  The
Company's effective tax rate increased due to the nondeductibility of certain
merger expenses and a decrease in tax-exempt interest income.

For the year, income tax expense increased $563,000. The effective tax rate was
39.4% in 1999 versus 32.0% for 1998.

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 current
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.

During periods of rising interest rates, as has been experienced toward the end
of the second quarter of 1999 and thereafter, mortgage originations, especially
refinancings tend to decrease. This has been somewhat offset by the strong
economies in which the Company operates, and continued housing sales. As the
Company has sold loans in the secondary market, the reduction in origination
volume, especially refinancings, has reduced the amounts of mortgage loans held
available for sale, and the interest income earned by the Company and the
potential for future gains on sale of mortgage loans. The margins on this
business have also declined as costs have remained steady or increased compared
to reduced income. With continued expectations in the market for increased
rates, management does not believe that the mortgage origination business will
improve in the near future although it is taking steps to reduce the costs.
Personnel disruptions from the announced merger of the Company and BB&T may also
adversely affect this business.

Liquidity and Capital Resources

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 liquidity needs.  Investment securities that contractually mature within one
year total approximately $22 million. However, mortgage-backed securities and
securities with call provisions create cash flows earlier than the contractual
maturities.  Mortgage loans held for sale and other short-term investments also
increase forecasted cash flows. Total short-term investments, which include
Federal funds sold, interest-earning deposits with other banks, loans held for
sale and investment securities maturing within one year, totaled $164 million at
June 30, 1999.  Maturities in the loan portfolio also provide a steady flow of
funds.  At June 30, 1999 and 1998, the loan-to-deposit ratio (excluding loans
held for sale) was 95.3% and 82.8%, respectively.

The Company has a revolving line of credit with a nonaffiliated institution
bearing interest at 30 day LIBOR plus 85 basis points. This rate adjusts monthly
and is payable quarterly. The outstanding balance is secured by 50% of the stock
of each banking subsidiary of the Company.  The Company's warehouse line of
credit is with a nonaffiliated institution and bears interest at the Fed Funds
rate plus an index based on the Company's various mortgage loan tranches. This
rate is adjusted daily and is payable monthly. This line matures on August 1,
1999 and is secured by an assignment of first security interest in certain
mortgage loans. In connection with its lines of credit, the Company has agreed,
among other covenants, to maintain earnings, reserves for credit losses, and
capital at certain minimum levels.

                                                                              13
<PAGE>

The Company began utilizing Federal Home Loan Bank ("FHLB") advances during the
first quarter of 1999.  FHLB advances totaled $50,000,000 at June 30, 1999.  The
advances mature at various dates in 2004 and bear interest payable quarterly at
fixed rates ranging from 4.84% to 5.12%.  Advances are collateralized by a
blanket floating lien on qualifying first mortgage loans.

Stockholders' Equity

The Company maintains a ratio of stockholders' equity to total assets that is
adequate relative to industry standards.  The Company's ratio of stockholders'
equity to total assets was 9.2% at June 30, 1999, compared to 8.9% at December
31, 1998.

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.

The minimum standard for the ratio of total capital to risk-weighted assets is
8.0%.  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 credit
losses.  The sum of Tier I capital and Tier II capital is "total risk-based
capital."

The Federal Reserve has established minimum leverage ratio guidelines for bank
holding companies.  The Federal Reserve has adopted a final rule which provides
that the minimum ratio of Tier I capital to total assets less goodwill (the
"leverage ratio") for the most highly-rated bank holding companies is 3.0%.  The
minimum leverage ratio for all other bank holding companies is 4.0%.  Banking
organizations with supervisory, financial, operational, of managerial
weaknesses, as well as organizations that are anticipating or experiencing
significant growth, are expected to maintain capital ratios well above the
minimum levels.



                                       Capital Levels


                                       June 30,              Minimum
                                        1999               Requirement
                                   ---------------     -----------------

Tier I Capital Leverage Ratio          11.03%                  3.0%

Tier I Risk-based Capital Ratio        13.00%                  4.0%
Tier II Risk-based Capital Ratio        1.17%
                                       -----------           -----------
Total Risk-based Capital Ratio         14.17%                   8.0%
                                       ===========           ===========


A subsidiary of the Company issued $28.7 million of cumulative preferred
securities in November 1997.  The proceeds of the sale of cumulative preferred
securities qualifies as Tier 1 capital with respect to the risk-based capital
guidelines established by the Federal Reserve.  Federal Reserve guidelines for
calculation of Tier 1 capital limit the amount of cumulative preferred
securities which can be included in Tier 1 capital to 25% of total Tier 1
capital.

                                                                              14
<PAGE>

Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act

This quarterly report on Form 10-Q contains "forward looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. When used
in this report, the words "believes," "expects," "anticipates," "estimates," and
similar words and expressions are generally intended to identify forward-looking
statements.  Statements that describe the Company's future strategic plans,
goals or objectives are also forward-looking statements, including those
regarding the intent, belief or current expectations of the Company or
management, are not guarantees of future performance, results or events and
involve risks and uncertainties, and that actual results and events may differ
materially from those in the forward-looking statements as a result of various
factors including, but not limited to, (i) general economic conditions in the
markets in which the Company operates, (ii) competitive pressures in the markets
in which the Company operates, (iii) the effect of future legislation or
regulatory changes on the Company's operations and (iv) other factors described
from time to time in the Company's filings with the Securities and Exchange
Commission.  The forward-looking statements included in this report are made
only as of the date hereof.  The Company undertakes no obligation to update such
forward-looking statements to reflect subsequent events or circumstances.


Year 2000

With respect to its internal systems, the Company is taking steps to prepare
both its information technology systems and its other equipment and machinery
for the Year 2000 date change.  The data processing service provider for the
banking subsidiaries has given the Company guarantees of Year 2000 compliance on
core loan, deposit and accounting related programming. Testing of the service
provider was completed during the third quarter of 1998 with test results
proving that accurate calculations will continue through the year 2000 and
beyond.  With these test results, the Company's Year 2000 efforts are considered
to be substantially complete for core banking applications.  Year 2000 upgrades
to the ATM machines are under contract and were completed in the first quarter
of 1999 as further versions of compliant software were released.  Testing of
file servers and personal computers and networks is in process for recent
acquisitions with replacement and upgrades of mission critical components
complete and non-mission critical computers scheduled to be upgraded during the
remainder of 1999.

Customer mailings promoting awareness of the potential Year 2000 problem have
been provided on a periodic basis during 1998 and 1999.  Larger credit
relationships have been reviewed and surveyed for Year 2000 issues assessing
their readiness and preparations related to the coming of the new millenium and
findings indicate minimal additional risks because of the Year 2000.  Costs
associated with Year 2000 have been minimized due to the necessary upgrades of
our acquired banking offices prior to the merging of data processing systems.
Estimated costs for Year 2000 preparation including personnel costs are
$150,000.  Management believes that all systems will be year 2000 ready.
Failure of mission critical systems is not likely because of Year 2000
preparations. Contingency plans continue to be developed and focus on manual
processes and backup procedures needed for temporary operations should there be
temporary malfunctions of utility providers. Contingency plans will be modified
on an ongoing basis as information dictates.

The Company determined during the first quarter of 1999 that it was necessary
for the Company to reassess and validate the Year 2000 readiness of its non-bank
subsidiary, Premier Lending, and to improve the documentation relating to such
readiness. The Company is in the process of revising and updating the Year 2000
plan for Premier Lending and has engaged an outside consultant to assist in
documenting the level of readiness.  The testing of internal systems, the review
of third parties with whom a material relationship may exist, and the
development of Year 2000 business resumption contingency plans at Premier
Lending were completed during the second quarter of 1999. However, further
testing, assessment of third party risks, and modification of contingency plans
will continue to be undertaken during 1999 with respect to Premier Lending to
the extent deemed necessary by the Company.


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 300 basis
points over a twenty four month horizon, 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, 1998.

                                                                              15
<PAGE>

Part II.  Other Information

Item 4. Submission of Matters to a Vote of Securities Holders

The following proposals were submitted to the Company's shareholders at its
annual shareholders' meeting on May 20, 1999:


1. The proposal to elect the following directors of Premier to serve until the
   next annual meeting: William M. Evans, Jr., John H. Ferguson, D.D.S., Robert
   E. Flournoy III, A. F. Gandy, Robin R. Howell, C. Steve McQuaig, M.D.,
   Darrell D. Pittard, James E. Freeman, Billy H. Martin, James L. Coxwell, Sr.,
   Robert C. Oliver, Thomas E. Owen, Jr., John D. Stephens and James E.
   Sutherland. This proposal was approved with 18,484,294 shares or 70.83%
   voting for the proposal and 228,801 or .87% withholding authority.

2. The proposal to ratify the selection of Ernst & Young LLP as Premier's
   independent public accountants for the year ending December 31, 1999. This
   proposal was approved with 18,416,858 shares or 70.5% voting for the
   proposal, 19,948 or .07% voting against the proposal and 281,289 or 1.08%
   abstaining from the proposal.

3. The proposal to amend the Premier Bancshares, Inc. 1997 Stock Option Plan to
   increase the number of shares of common stock available for grant thereunder
   from 3,000,000 to 4,000,000 shares. This proposal was approved with
   16,841,956 shares or 64.52% voting for the proposal, 1,692,635 or 6.48%
   voting against the proposal and 183,504 or .70% abstaining from the proposal.

Item 6.  Exhibits and Reports on Form 8-K


a.      Exhibits

3.1    Restated Articles of Incorporation
10.1   Third Amendment to Mortgage Warehouse Loan and Security Agreement
10.2   Mortgage Warehouse Loan and Security Agreement
10.3   Line of Credit Promissory Note
10.4   Affiliate Collateral Pledge and Security Agreement
27.1   Financial Data Schedule

b.     Reports on Form 8-K

The Company filed the following reports on Form 8-K during the quarter ended
June 30, 1999:

1.  On April 9, 1999, the Company filed a current report on Form 8-K reporting
    the execution of an Agreement and Plan of Reorganization with North Fulton
    Bancshares, Inc.

2.  On April 27, 1999, the Company filed a current report on Form 8-K reporting
    the execution of an Agreement and Plan of Reorganization with Farmers &
    Merchants Bank.

3.  On May 27, 1999, the Company filed a current report on Form 8-K reporting
    the execution of an Agreement and Plan of Reorganization with Bank Atlanta.

                                                                              16
<PAGE>

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 August 13, 1999                   Darrell D. Pittard
    ------------------------           -------------------
                                       Darrell D. Pittard
                                       Chief Executive Officer


Date August 13, 1999                   Michael E. Ricketson
    ------------------------           ---------------------
                                       Michael E. Ricketson
                                       Chief Accounting Officer

                                                                              17