SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)
           _X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2003

                                       OR

              __ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

          For the transition period from _____________ to ____________

                         Commission file number 0-18488

                         FIRST CHEROKEE BANCSHARES, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

                         GEORGIA                       58-1807887
                         -------                       ----------
             (State or other jurisdiction of          (IRS Employer
             incorporation or organization)         Identification No.)

                    9860 Highway 92, Woodstock, Georgia 30188
                    -----------------------------------------
                    (Address of principal executive offices)

                                  770-591-9000
                           (Issuer's telephone number)

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

_X_ Yes   ___No


The number of shares outstanding of registrant's common stock par value $1.00
per share at October 31, 2003 was 729,574 shares.

Traditional Small Business Disclosure Format (check one): ___ Yes    _X_  No
<PAGE>






                                      Index
                                      -----


                                                                        Page No.
                                                                        --------
Part I.  Financial Information

         Consolidated Financial Statements
         Consolidated Balance Sheet (unaudited) at September 30, 2003          3

         Consolidated Statements of Earnings (unaudited)
         for the nine months ended September 30, 2003 and 2002                 4

         Consolidated Statements of Earnings (unaudited)
         for the three months ended September 30, 2003 and 2002                5

         Consolidated Statements of Comprehensive Income (unaudited)
         for the nine months ended September 30, 2003 and 2002                 6

         Consolidated Statements of Comprehensive Income (unaudited)
         for the three months ended September 30, 2003 and 2002                7

         Consolidated Statements of Cash Flows (unaudited)
         for the nine months ended September 30, 2003 and 2002             8 - 9

         Notes to Consolidated Financial Statements (unaudited)          10 - 13

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                       14 - 23

Item 3.  Controls and Procedures                                              24

Part II. Other Information

Item 1.  Legal Proceedings                                                    25

Item 2.  Changes in Securities and Use of Proceeds                            25

Item 3.  Defaults Upon Senior Securities                                      25

Item 4.  Submission of Matters to a Vote of Security Holders                  25

Item 5.  Other Information                                                    25

Item 6.  Exhibits and Reports on Form 8-K                                25 - 26

Signatures                                                                    27

                                      -2-
<PAGE>


                         First Cherokee Bancshares, Inc.
                           Consolidated Balance Sheet
                               September 30, 2003
                                   (Unaudited)


                                     Assets
                                     ------

Cash and due from banks, including $2,569,657
    bearing interest                                                 $7,290,785
Federal funds sold                                                      990,000
                                                                        -------
          Cash and cash equivalents                                   8,280,785

Investment securities available for sale,
     at fair value                                                    4,905,789
Other investments                                                       793,500
Loans, less allowance for loan losses
     of $2,088,941                                                  145,316,745
Premises and equipment, net                                           4,852,782
Accrued interest receivable and other assets                         10,648,186
                                                                     ----------

                  Total assets                                     $174,797,787
                                                                    ===========

                      Liabilities and Stockholders' Equity
                      ------------------------------------

Liabilities:
      Deposits:
          Interest-bearing deposits                                $123,946,140
          Noninterest-bearing deposits                               23,017,527
                                                                     ----------
          Total deposits                                            146,963,667

     Trust preferred securities                                       9,000,000
     Note payable and other borrowings                                4,000,000
     Accrued interest payable and other liabilities                   1,129,796
                                                                      ---------
          Total liabilities                                         161,093,463


Stockholders' equity:
    Common stock, $1 par value, 10,000,000 shares authorized,
       775,325 shares issued, 729,405 shares outstanding                775,325
    Additional paid-in capital                                        6,914,768
    Retained earnings                                                 7,012,451
    Treasury stock (45,920 shares acquired at cost)                    (984,145)
    Accumulated other comprehensive income, net of tax                  (14,075)
                                                                         ------
                 Total stockholders' equity                           13,704,324
                                                                      ----------

                 Total liabilities and stockholders' equity         $174,797,787
                                                                     ===========

See accompanying notes to consolidated financial statements.

                                      -3-
<PAGE>

                         First Cherokee Bancshares, Inc.
                       Consolidated Statements of Earnings
                     For the nine months ended September 30,
                                   (Unaudited)

                                                           2003          2002
                                                           ----          ----
Interest income:
    Interest and fees on loans                         $8,086,894     9,376,176
    Interest on federal funds sold/overnight funds         59,312       216,804
    Interest and dividends on investments                 138,505       121,614
                                                          -------       -------
              Total interest income                     8,284,711     9,714,594


Interest expense:
    Interest on deposits                                2,430,171     4,049,570
    Interest on note payable and other borrowings         340,572       195,039
                                                          -------       -------
              Total interest expense                    2,770,743     4,244,609

              Net interest income                       5,513,968     5,469,985

Provision for loan losses                                    -         (250,000)
                                                         ---------      -------
              Net interest income after provision
                 for loan losses                        5,513,968     5,719,985

Other income:
    Service charges on deposit accounts and
      other income                                      1,393,472     1,285,573
    Gain on sales of loans, net                              -          199,630
                                                        ---------       -------
              Total other income                        1,393,472     1,485,203

Other expense:
    Salaries and employee benefits                      2,994,822     3,019,953
    Occupancy                                             731,357       747,193
    Other operating                                     2,471,969     2,498,452
                                                        ---------     ---------
              Total other expense                       6,198,148     6,265,598

              Earnings before income taxes                709,292       939,590

Income tax expense                                        255,000       338,000
                                                          -------       -------
              Net earnings                               $454,292       601,590
                                                          =======       =======

Basic earnings per share                                     $.62           .83
                                                              ===           ===
Diluted earnings per share                                   $.62           .82
                                                              ===           ===


See accompanying notes to consolidated financial statements.

                                      -4-
<PAGE>


                         First Cherokee Bancshares, Inc.
                       Consolidated Statements of Earnings
                    For the three months ended September 30,
                                   (Unaudited)

                                                           2003          2002
                                                           ----          ----
Interest income:
    Interest and fees on loans                         $2,521,523     3,005,622
    Interest on federal funds sold/overnight funds         15,126       113,616
    Interest and dividends on investments                  35,321        42,618
                                                           ------        ------
              Total interest income                     2,571,970     3,161,856


Interest expense:
    Interest on deposits                                  682,299     1,241,943
    Interest on note payable and other borrowings         110,221       126,793
                                                          -------       -------
              Total interest expense                      792,520     1,368,736

              Net interest income                       1,779,450     1,793,120

Provision for loan losses                                    -         (250,000)
                                                        ---------       -------

              Net interest income after provision
                for loan losses                         1,779,450     2,043,120

Other income:
    Service charges on deposit accounts and
      other income                                        511,235       436,993
    Gain on sales of loans, net                              -            1,470
                                                          -------         -----
              Total other income                          511,235       438,463

Other expense:
    Salaries and employee benefits                      1,069,567     1,000,216
    Occupancy                                             250,520       250,498
    Other operating                                       881,254       733,043
                                                          -------       -------
              Total other expense                       2,201,341     1,983,757

              Earnings before income taxes                 89,344       497,826

Income tax expense                                         32,000       179,000
                                                           ------       -------
              Net earnings                                $57,344       318,826
                                                          =======       =======

Basic earnings per share                                     $.08           .44
                                                             ====           ===
Diluted earnings per share                                   $.08           .43
                                                             ====           ===


See accompanying notes to consolidated financial statements.

                                      -5-
<PAGE>



                         First Cherokee Bancshares, Inc.
                 Consolidated Statements of Comprehensive Income
                     For the nine months ended September 30,
                                   (Unaudited)


                                                          2003           2002
                                                          ----           ----

Net earnings                                            $454,292        601,590
Other comprehensive income, net of tax:
     Unrealized (loss) gain on available for sale
        securities arising during the period, net
        of tax of ($8,884)and $2,979, respectively      (14,519)          4,869
                                                         -------          -----

Comprehensive income                                    $439,773        606,459
                                                         =======        =======


See accompanying notes to consolidated financial statements.

                                      -6-
<PAGE>


                         First Cherokee Bancshares, Inc.
                 Consolidated Statements of Comprehensive Income
                    For the three months ended September 30,
                                   (Unaudited)


                                                          2003           2002
                                                          ----           ----

Net earnings                                             $57,344        318,826
Other comprehensive income, net of tax:
     Unrealized (loss) on available for sale
        securities arising during the period, net
        of tax of ($15,358)and ($1,306), respectively    (25,100)        (2,135)
                                                          ------          -----

Comprehensive income                                     $32,244        316,691
                                                          ======        =======


See accompanying notes to consolidated financial statements.

                                      -7-
<PAGE>

                         First Cherokee Bancshares, Inc.
                      Consolidated Statements of Cash Flows
                     For the nine months ended September 30,
                                   (Unaudited)


                                                          2003            2002
                                                          ----            ----
Cash flows from operating activities:
    Net earnings                                       $454,292         601,590
    Adjustments to reconcile net earnings to net
      cash (used) provided by operating activities:
          Depreciation, amortization and accretion      479,193         469,761
          Provision for loan losses                        -           (250,000)
          Gain on sales of loans, net                      -           (199,630)
          Loss on sales of other real estate and
            repossessions                                94,648         334,330
          Write-down of other real estate                97,338            -
       Change in:
          Accrued interest receivable and
            other assets                             (1,458,943)        121,663
          Accrued interest payable and other
            liabilities                                (112,468)       (133,120)
                                                        -------         -------
                 Net cash (used) provided by
                    operating activities               (445,940)        944,594


Cash flows from investing activities:
    Proceeds from maturities, calls and paydowns of
       securities available for sale                  1,558,055         154,587
    Purchases of securities available for sale       (1,500,000)     (4,469,396)
    Purchases of other investments                         -            (42,000)
    Proceeds from sale of other investments             191,900            -
    Proceeds from sale of loans                            -          3,222,743
    Net change in loans                                (429,036)      5,735,519
    Purchase of cash surrender value life insurance       -            (657,000)
    Purchases of premises and equipment                (444,379)       (477,305)
    Proceeds from sales of other real estate and
       repossessions                                  2,934,800         530,331
    Improvements to other real estate and
       repossessions                                   (316,380)        (30,310)
                                                        -------          ------
                 Net cash provided by investing
                    activities                        1,994,960       3,967,169


Cash flows from financing activities:
    Net change in deposits                          (17,906,737)      3,707,639
    Proceeds from FHLB advances                       4,000,000            -
    Proceeds from exercise of stock options                -             10,000
    Proceeds from sales of treasury stock               127,820         132,542
    Purchase of treasury stock                          (38,409)        (83,021)
    Repayment of note payable                              -         (1,863,259)
    Proceeds from issuance of trust preferred
       securities                                          -          9,000,000
    Transaction costs associated with trust
       preferred securities                                -           (241,012)
                                                     ----------         -------
                 Net cash (used) provided by
                    financing activities            (13,817,326)     10,662,889

Net change in cash and cash equivalents             (12,268,306)     15,574,652

Beginning cash and cash equivalents                  20,549,091       9,747,493
                                                     ----------       ---------
Ending cash and cash equivalents                     $8,280,785      25,322,145
                                                     ==========      ==========

                                      -8-
<PAGE>


                         First Cherokee Bancshares, Inc.
                Consolidated Statements of Cash Flows, continued
                     For the nine months ended September 30,
                                   (Unaudited)


Supplemental disclosure of cash flow information:
Cash paid during the year for:
       Interest                                      $2,825,360       4,327,620
       Income taxes, net of refunds received           $287,000         137,500
Noncash investing and financing activities:
       Change in accumulated other comprehensive
          income, net of tax                           $(14,519)          4,869
       Transfer of loans to other real estate and
          repossessions                                $682,951       3,062,919
       Financed sales of other real estate and
          repossessions                                $   -         (1,849,239)

See accompanying notes to consolidated financial statements.

                                      -9-
<PAGE>


                         FIRST CHEROKEE BANCSHARES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               September 30, 2003

NOTE (1) - BASIS OF PRESENTATION

The consolidated financial statements include the accounts of First Cherokee
Bancshares, Inc. (the "Company"), a financial holding company, and its wholly
owned subsidiaries, First Cherokee Capital Trust I (the "Trust") and First
National Bank of Cherokee (the "Bank"), along with the Bank's 60% owned
subsidiary, Cherokee National Trust LLC ("CNT"). All significant accounts have
been eliminated in consolidation. Certain prior period amounts have been
reclassified to conform with current year presentation.

The Company's accounting policies are fundamental to understanding management's
discussion and analysis of results of operations and financial condition. Some
of the Company's accounting policies require significant judgment regarding
valuation of assets and liabilities and/or significant interpretation of the
specific accounting guidance. A description of the Company's significant
accounting policies can be found in Note 1 of the Notes to Consolidated
Financial Statements in the Company's 2002 Annual Report to Shareholders.

Many of the Company's assets and liabilities are recorded using various
valuation techniques that require significant judgment as to recoverability. The
collectibility of loans is reflected through the Company's estimate of the
allowance for loan losses. The Company performs periodic detailed reviews of its
loan portfolio in order to assess the adequacy of the allowance for loan losses
in light of anticipated risks and loan losses. In addition, the Company makes
certain estimates regarding the valuation of its Small Business Administration
loan servicing assets and related interest only strips.

The accompanying unaudited interim consolidated financial statements reflect all
adjustments which, in the opinion of management, are necessary to present fairly
the Company's financial position as of September 30, 2003, and the results of
its operations and its cash flows for the nine-month period then ended. All such
adjustments are normal and recurring in nature. The financial statements
included herein should be read in conjunction with the consolidated financial
statements and the related notes and the report of independent accountants
included in the Company's 2002 Annual Report on Form 10-KSB.

NOTE (2) - NET EARNINGS PER SHARE

Basic earnings per share is based on the weighted average number of common
shares outstanding during the period while the effects of potential common
shares outstanding during the period are included in diluted earnings per share.
The average market price during the period is used to compute equivalent shares.

                                      -10-
<PAGE>

Reconciliations of the amounts used in the computation of both "basic earnings
per share" and "diluted earnings per share" for the periods ended September 30,
2003 and September 30, 2002 are as follows:



                  For the nine months ended September 30, 2003


                                                    Weighted
                                                     Average
                                          Net        Common      Per Share
                                        Earnings     Shares        Amount
                                        --------     ------        ------

      Basic earnings per share          $454,292     728,965       $ .62

      Effect of dilutive securities:
           Stock options                    -          8,762
                                         -------       -----

      Diluted earnings per share        $454,292     737,727       $ .62
                                         =======     =======         ===



                  For the nine months ended September 30, 2002


                                                    Weighted
                                                     Average
                                          Net        Common      Per Share
                                        Earnings     Shares        Amount
                                        --------     ------        ------

      Basic earnings per share          $601,590     725,587       $ .83

      Effect of dilutive securities:
           Stock options                               8,865
                                         -------       -----

      Diluted earnings per share        $601,590     734,452       $ .82
                                         =======     =======         ===



                 For the three months ended September 30, 2003



                                                     Weighted
                                                      Average
                                          Net         Common     Per Share
                                        Earnings      Shares       Amount
                                        --------      ------       ------

      Basic earnings per share           $57,344     729,738        $.08

      Effect of dilutive securities:
           Stock options                               9,445
                                         -------       -----


      Diluted earnings per share         $57,344     739,183       $ .08
                                          ======     =======         ===



                 For the three months ended September 30, 2002

                                                     Weighted
                                                      Average
                                           Net        Common     Per Share
                                         Earnings     Shares       Amount
                                         --------     ------       ------

      Basic earnings per share          $318,826     726,217       $ .44

      Effect of dilutive securities:
           Stock options                               8,661
                                         -------       -----


      Diluted earnings per share        $318,826     734,878       $ .43
                                         =======     =======         ===


                                      -11-
<PAGE>

STOCK OPTIONS

As allowed under GAAP no compensation cost has been recognized for either of the
option plans. Had compensation cost for director and employee options been
determined based upon the fair value of the options at the grant dates, the
Company's net earnings and net earnings per share would have been reduced to the
proforma amounts indicated below.


                     For the nine months ended September 30,

                                                         2003            2002
                                                         ----            ----
      Net earnings                      As reported    $454,292         601,590

      Effect of grants, net of tax                       (7,072)        (11,415)
                                                          -----          ------

      Net earnings                      Proforma       $447,220         590,175

      Basic earnings per share          As reported        $.62             .83
                                        Proforma           $.61             .81
      Diluted earnings per share        As reported        $.62             .82
                                        Proforma           $.61             .80



                    For the three months ended September 30,

                                                         2003            2002
                                                         ----            ----
      Net earnings                       As reported    $57,344         318,826

      Effect of grants, net of tax                       (3,327)         (3,805)
                                                          -----           -----

      Net earnings                       Proforma       $54,017         315,021

      Basic earnings per share           As reported       $.08             .44
                                         Proforma          $.07             .43
      Diluted earnings per share         As reported       $.08             .43
                                         Proforma          $.07             .43

The fair value of each option is estimated on the date of grant using the
Black-Scholes options-pricing model with the following weighted average
assumptions used for the grant in July 2003: volatility of 0.6539, no dividend
yield, a risk-free interest rate of 4.5%, and an expected life of 10 years.

NOTE (3) - CURRENT DEVELOPMENTS

On September 12, 2003 the Bank applied to the Georgia Department of Banking and
Finance to convert its charter to a Georgia state charter. Upon the effective
time of the charter conversion, First National Bank of Cherokee will change its
name to "First Cherokee State Bank." The charter conversion is expected to be
effective in the fourth quarter of 2003. We do not anticipate that the charter
conversion will have any material effect on the business operations of the
Company or the Bank. Upon the effective time of the Bank's charter conversion,
CNT will change its name to "CNT Wealth Management." We do not expect the Bank's
charter conversion to have any other effect on the business operations of CNT.

                                      -12-
<PAGE>

NOTE (3) - CURRENT DEVELOPMENTS, CONTINUED

On September 17, 2003, the board of directors of the Company unanimously
approved an Agreement and Plan of Reorganization which provides for the
reorganization of First Cherokee Bancshares, Inc. into a Subchapter
S-Corporation through the merger of First Cherokee Interim Corp. ("Interim")
with and into First Cherokee Bancshares, Inc. We plan to hold a special meeting
of shareholders in December 2003 for the purpose of voting on approval of the
reorganization plan. Pursuant to the reorganization plan, which is listed as an
exhibit to this Form 10-QSB, Interim will merge with and into First Cherokee
Bancshares, Inc. and First Cherokee Bancshares, Inc. will be the surviving
corporation and will elect to be taxed as an S-Corporation after the
reorganization. Interim is a new Georgia corporation and wholly-owned subsidiary
of First Cherokee Bancshares, Inc. that was formed solely to facilitate the
reorganization. Interim will have no business operations.

Because the number of shareholders of an S-Corporation is limited to 75
beneficial owners, the reorganization plan is designed to substantially reduce
the number of the Company's shareholders. As a result of the reorganization, we
estimate that approximately 257,704 shares of our outstanding common stock,
which are held by approximately 415 shareholders, will be converted to cash at a
price of $23.60 per share, or an aggregate of $6,081,814.  We plan to fund the
reorganization and pay for the total cost of the reorganization with
approximately $4,614,314 in existing working capital and $1,600,000 in proceeds
from a line of credit.  We estimate that professional fees and other expenses
related to the transaction will total approximately $132,500. We do not expect
that the net payment to shareholders receiving cash in the reorganization and
the payment of expenses will have any material adverse effect on the Company's
capital adequacy, liquidity, results of operations or cash flow.

It is expected that the effective time of the reorganization will be on or
before December 31, 2003. Since the directors and executive officers of the
Company, directly or indirectly, own 53.1% of the outstanding shares and they
have committed to vote these shares in favor of the reorganization plan,
approval of the reorganization is assured.

The primary purpose of the reorganization plan is to promote more efficient
capital utilization and enhance shareholder value by reducing the combined taxes
paid by the Company and its shareholders under Subchapter S of the Internal
Revenue Code. The reorganization plan is also designed to decrease the
administrative expense incurred in servicing a large number of shareholders who
own relatively small numbers of shares. Additionally, the reorganization plan is
designed to enable the Company to terminate the registration of its common stock
under Section 12(g) of the Securities Exchange Act of 1934, which will result in
the elimination of the expenses related to its disclosure and reporting
requirements under the Securities Exchange Act.

As an S-Corporation, the Company will pass through its taxable income to
remaining shareholders for taxation at their personal rates, thus allowing the
Company to avoid paying corporate income tax. As a result, the Company will be
able to generate a higher level of net income and, consequently, a higher return
to its shareholders.

                                      -13-
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003.

FORWARD LOOKING STATEMENTS

Various statements contained in this Quarterly Report on Form 10-QSB and the
exhibits to this Quarterly Report which are not statements of historical fact
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act (the "Act"). In addition, various statements in
future filings by the Company with the Securities and Exchange Commission, in
press releases, and in oral and written statements made by or with the approval
of the Company which are not statements of historical fact constitute
forward-looking statements within the meaning of the Act. Examples of
forward-looking statements include, but are not limited to:

o    projections of revenues, income or loss, earnings or loss per share, the
     payment or non-payment of dividends, capital structure and other financial
     items;
o    statements of plans and objectives of the Company or its management or
     Board of Directors, including those relating to products or services;
o    statements of future economic performance; and
o    statements of assumptions underlying such statements.

Words such as "believes," "anticipates," "expects," "intends," "targeted," and
similar expressions are intended to identify forward-looking statements but are
not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties which may cause
actual results to differ materially from those in such statements. Facts that
could cause actual results to differ from those discussed in the forward-looking
statements include, but are not limited to:

o    the strength of the U.S. economy in general and the strength of the local
     economies in which we conduct operations;
o    the effects of and changes in trade, monetary and fiscal policies and laws,
     including the interest rate policies of the Board of Governors of the
     Federal Reserve System;
o    inflation, interest rate, market and monetary fluctuations;
o    the timely development of new products and services and the overall value
     of these products and services to users;
o    changes in consumer spending, borrowing and saving habits;
o    technological changes;
o    acquisitions;
o    the ability to increase market share and control expenses;
o    the effect of changes in laws and regulations (including laws and
     regulations concerning taxes, banking, securities and insurance) with which
     the Company and its subsidiaries must comply;
o    the effect of changes in accounting policies and practices, as may be
     adopted by the regulatory agencies as well as the Financial Accounting
     Standards Board;


                                      -14-
<PAGE>

FORWARD LOOKING STATEMENTS, CONTINUED

o    changes in the Company's organization, compensation and benefit plans;
o    the costs and effects of litigation and of unexpected or adverse outcomes
     in such litigation; and
o    the success of the Company at managing the risks involved in the foregoing.

Forward-looking statements speak only as of the date on which they are made, and
the Company undertakes no obligation to update any forward-looking statement to
reflect unanticipated events or circumstances after the date on which a
statement is made.

                                      -15-
<PAGE>

The following narrative should be read in conjunction with the Company's
consolidated financial statements and the notes thereto.

CRITICAL ACCOUNTING POLICIES

We have adopted various accounting policies which govern the application of
accounting principles generally accepted in the United States in the preparation
of our financial statements. Our significant accounting policies are described
in the notes to the consolidated financial statements at December 31, 2002 as
filed on our annual report on Form 10-KSB. Certain accounting policies involve
significant judgments and assumptions by us which have a material impact on the
carrying value of certain assets and liabilities. We consider these accounting
policies to be critical accounting policies. The judgments and assumptions we
use are based on the historical experience and other factors, which we believe
to be reasonable under the circumstances. Because of the nature of the judgments
and assumptions we make, actual results could differ from these judgments and
estimates which could have a major impact on our carrying values of assets and
liabilities and our results of operations.

We believe the allowance for loan losses is a critical accounting policy that
requires the most significant judgments and estimates used in preparation of our
consolidated financial statements. Refer to the portion of this discussion that
addresses our allowance for loan losses for description of our processes and
methodology for determining our allowance for loan losses.

CURRENT DEVELOPMENTS

On September 12, 2003 the Bank applied to the Georgia Department of Banking and
Finance to convert its charter to a Georgia state charter. Upon the effective
time of the charter conversion, First National Bank of Cherokee will change its
name to "First Cherokee State Bank." The charter conversion is expected to be
effective in the fourth quarter of 2003. We do not anticipate that the charter
conversion will have any material effect on the business operations of the
Company or the Bank. Upon the effective time of the Bank's charter conversion,
CNT will change its name to "CNT Wealth Management." We do not expect the Bank's
charter conversion to have any other effect on the business operations of CNT.

On September 17, 2003, the board of directors of the Company unanimously
approved an Agreement and Plan of Reorganization which provides for the
reorganization of First Cherokee Bancshares, Inc. into a Subchapter
S-Corporation through the merger of First Cherokee Interim Corp. ("Interim")
with and into First Cherokee Bancshares, Inc. We plan to hold a special meeting
of shareholders in December 2003 for the purpose of voting on approval of the
reorganization plan. Pursuant to the reorganization plan, which is listed as an
exhibit to this Form 10-QSB, Interim will merge with and into First Cherokee
Bancshares, Inc. and First Cherokee Bancshares, Inc. will be the surviving
corporation and will elect to be taxed as an S-Corporation after the
reorganization. Interim is a new Georgia corporation and wholly-owned subsidiary
of First Cherokee Bancshares, Inc. that was formed solely to facilitate the
reorganization. Interim will have no business operations.

Because the number of shareholders of an S-Corporation is limited to 75
beneficial owners, the reorganization plan is designed to substantially reduce
the number of the Company's shareholders. As a result of the reorganization, we
estimate that approximately 257,704 shares

                                      -16-
<PAGE>

CURRENT DEVELOPMENTS, CONTINUED

of our outstanding common stock, which are held by approximately 415
shareholders, will be converted to cash at a price of $23.60 per share, or an
aggregate of $6,081,814.  We plan to fund the reorganization and pay for the
total cost of the reorganization with approximately $4,614,314 in existing
working capital and $1,600,000 in proceeds from a line of credit.  We estimate
that professional fees and other expenses related to the transaction will total
approximately $132,500. We do not expect that the net payment to shareholders
receiving cash in the reorganization and the payment of expenses will have any
material adverse effect on the Company's capital adequacy, liquidity, results of
operations or cash flow.

It is expected that the effective time of the reorganization will be on or
before December 31, 2003. Since the directors and executive officers of the
Company, directly or indirectly, own 53.1% of the outstanding shares and they
have committed to vote these shares in favor of the reorganization plan,
approval of the reorganization is assured.

The primary purpose of the reorganization plan is to promote more efficient
capital utilization and enhance shareholder value by reducing the combined taxes
paid by the Company and its shareholders under Subchapter S of the Internal
Revenue Code. The reorganization plan is also designed to decrease the
administrative expense incurred in servicing a large number of shareholders who
own relatively small numbers of shares. Additionally, the reorganization plan is
designed to enable the Company to terminate the registration of its common stock
under Section 12(g) of the Securities Exchange Act of 1934, which will result in
the elimination of the expenses related to its disclosure and reporting
requirements under the Securities Exchange Act.

As an S-Corporation, the Company will pass through its taxable income to
remaining shareholders for taxation at their personal rates, thus allowing the
Company to avoid paying corporate income tax. As a result, the Company will be
able to generate a higher level of net income and, consequently, a higher return
to its shareholders.

                                      -17-
<PAGE>

FINANCIAL CONDITION

Total assets as of September 30, 2003 were $174.8 million compared to $188.3
million as of December 31, 2002. Assets of the Company decreased approximately
$13.5 million during the first nine months of 2003 as compared to an increase of
approximately $11.3 million during the first nine months of 2002. The decrease
in the first nine months of 2003 was due primarily to a decrease in cash and
cash equivalents of $12.3 million resulting from the maturity of brokered
deposits of $20.1 million.

Securities available for sale were $4.9 million at September 30, 2003 compared
to $5.0 million at December 31, 2002. During the first nine months of 2003,
available for sale securities decreased primarily due to pay-downs of $1.4
million on mortgage-backed securities in the ordinary course of business as well
as the maturity of a $150,000 agency security in June 2003. These decreases were
partially offset by the purchase of a $1.5 million subordinated step-up note
investment in September 2003.

Net loans were $145.3 million at September 30, 2003 compared to $145.6 million
at December 31, 2002. The following table presents major classifications of
loans at September 30, 2003:

                                                                         % of
                                                                         Total
                                                         Total            Loan
                                                         Loans         Portfolio
                                                         -----         ---------
                Commercial                             $9,220,687        6.26%
                SBA - unguaranteed                     19,080,349       12.94%
                Real estate - mortgage                 83,890,544       56.91%
                Real estate - construction             25,439,443       17.26%
                Installment and other consumer          9,774,662        6.63%
                                                        ---------        -----
                     Total loans                      147,405,686      100.00%
                     Less: allowance for loan losses   (2,088,941)
                                                        ---------
                     Total net loans                 $145,316,745
                                                      ===========


Approximately 57% of the Bank's loan portfolio consists of first mortgage loans
on commercial real estate for owner-occupied or investment real estate. Almost
all conventional first mortgage loans originated by the Bank have a
loan-to-value ratio that does not exceed 85% with a maximum amortization of 25
years and call provisions every three to five years. Commercial mortgage lending
risks include fraud, general real estate market fluctuations, inaccurate
appraisals, interest rate fluctuations and financial deterioration of a
borrower.

Total deposits decreased to $147.0 million at September 30, 2003 compared to
$164.9 million at December 31, 2002. As of September 30, 2003, interest-bearing
deposits and noninterest-bearing deposits were $123.9 million and $23.0 million,
respectively. As of December 31, 2002, interest-bearing deposits and
non-interest-bearing deposits were $143.5 million and $21.4 million,
respectively. The decrease in interest-bearing deposits during the first nine
months of 2003 is primarily attributable to the maturity of brokered deposits.

                                      -18-
<PAGE>

FINANCIAL CONDITION, CONTINUED

In June 2002 the Company received $9 million in proceeds from trust preferred
securities that were used to reduce the Company's debt by approximately $3.3
million. The remaining proceeds will primarily be used to repurchase common
stock in connection with the anticipated reorganization of the Company as a
Subchapter S corporation. The reorganization of the Company as a Subchapter S
corporation is expected to be completed by the end of 2003. The trust preferred
securities have a positive effect on consolidated capital ratios and qualify as
Tier 1 capital subject to the limitations under the Board of Governors of the
Federal Reserve System ("Federal Reserve") guidelines. Of the $9 million in
trust preferred securities, $3,429,600 qualifies as Tier 1 capital and the
remaining $5,570,400 of trust preferred securities qualifies as Tier 2 capital
in accordance with such guidelines.

The allowance for loan losses had a balance of $2,088,941 at September 30, 2003,
representing 1.42% of loans. At September 30, 2003, management determined that
three loans required specific reserves totaling $126,811. On a quarterly basis,
management prepares an analysis of the allowance for loan losses. The analysis
considers, among other things, all criticized and classified assets, loans
tested for impairment, industry concentrations, and three-year average
historical net losses. Based on the analysis as of September 30, 2003,
management determined the allowance for loan losses was adequate to cover
probable loan losses. The following table presents the activity in the allowance
for the first nine months of 2003.



                         FIRST CHEROKEE BANCSHARES, INC.
                    ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

                  Balance, December 31, 2002               $2,375,935

                  Chargeoffs                                 (307,272)

                  Recoveries                                   20,278

                  Provision for Loan Losses                      -
                                                            ---------

                  Balance, September 30, 2003              $2,088,941
                                                            =========


There are risks inherent in making all loans, including risks with respect to
the period of time over which loans may be repaid, risks resulting from changes
in economic and industry conditions, risks inherent in dealing with individual
borrowers, and, in the case of a collateralized loan, risks resulting from
uncertainties about the future value of the collateral. As indicated above, we
maintain an allowance for loan losses based on, among other things, historical
experience, an evaluation of economic conditions, and regular reviews of
delinquencies and loan portfolio quality. Management's judgment about the
adequacy of the allowance is based upon a number of assumptions about future
events, which it believes to be reasonable, but which may not prove to be
accurate. Thus, there is a risk that charge-offs in future periods could exceed
the allowance for loan losses or that substantial additional increases in the
allowance for loan losses could be required. Additions to the allowance for loan
losses would result in a decrease of our net income and, possibly, our capital.

                                      -19-
<PAGE>

NONACCRUAL, PAST DUE AND RESTRUCTURED LOANS

At September 30, 2003, the Bank had thirteen credit relationships classified as
non-accrual totaling $2,504,194, most of which were secured by real estate,
vehicles, equipment or inventory. The Bank's impaired loans consisted of those
non-accrual loans that were either greater than 90 days delinquent as of
September 30, 2003 or were classified as non-accrual by management because the
collection of interest from the borrower was doubtful. Specific reserves
totaling $126,811 were allocated to selected non-accrual loans considered to be
impaired. Recognition of interest income on impaired loans is analyzed on a
case-by-case basis. Interest income on non-accrual loans, recorded only when
received, was approximately $122,560 for the first nine months of 2003. If
uncollected interest income on total non-accrual loans had been accrued, that
income would have approximated $110,142 for the nine months ended September 30,
2003. The ratio of loans past due 30 days or more to total loans was .80% at
September 30, 2003 compared to .95% at December 31, 2002. There were two loans
past due 90 days or more and still accruing interest as of September 30, 2003
compared to zero at December 31, 2002. The two loans past due 90 days or more
and still accruing interest were both in process of collection at September 30,
2003.

As of September 30, 2003, the Bank had seven properties classified as other real
estate owned, totaling $1,456,569. The Bank foreclosed on four properties during
2003. In addition, four properties were sold during 2003, of which, two were
sold for an aggregate gain of $36,610 and two were sold for an aggregate loss of
$131,258. During 2003, total write-downs of other real estate owned amounted to
$97,338.

LIQUIDITY

Liquidity refers to the ability of the Company to meet its cash flow
requirements and fund its commitments. The Company manages the levels, types,
and maturities of earning assets in relation to the sources available to fund
current and future needs to ensure that adequate funding will be available at
all times.

The Company's primary sources of funds are increases in deposits, loan
repayments, and sales and maturities of investments. Securities
available-for-sale, which totaled $4,905,789 at September 30, 2003, serve as a
ready source of liquidity. In addition, the Company is able to borrow funds to
meet its commitments. At September 30, 2003, the Company had lines of credit
totaling $20,033,905. As of September 30, 2003, the Company had borrowed
$4,000,000 from the line of credit with the Federal Home Loan Bank. The Company
monitors its compliance with regulatory liquidity requirements and anticipates
that funding requirements will be satisfactorily met.

CAPITAL RESOURCES

At September 30, 2003, consolidated stockholders' equity was $13,704,324 or
7.84% of total assets compared to $13,175,140 or 7.00% of total assets at
December 31, 2002. The Company's common stock had a book value of $18.79 per
share at September 30, 2003 compared to a book value of $18.17 per share at
December 31, 2002. At the end of the first nine months of 2003, the Company had
approximately 450 stockholders of record.

                                      -20-
<PAGE>

CAPITAL RESOURCES, CONTINUED

The Bank and the Company are subject to the capital requirements of the OCC and
the Federal Reserve, respectively. The OCC and Federal Reserve have adopted
risk-based capital guidelines for all national banks and bank holding companies,
respectively. To be "adequately capitalized," all national banks are expected to
maintain a minimum ratio of total capital (after deductions) to risk-weighted
assets of 8% (of which at least 4% must consist of Tier 1 Capital, which is
essentially common shareholders' equity less intangible assets).

The following table sets forth information with respect to the risk-based and
leverage ratios for the Company and Bank at September 30, 2003 and 2002 compared
to minimum ratios required by regulation.
<TABLE>
<CAPTION>


                                                                                                         To Be Well
                                                                                                     Capitalized Under
                                                                                  For Capital        Prompt Corrective
                                                               Actual          Adequacy Purposes     Action Provisions
                                                               ------          -----------------     -----------------
                                                         Amount      Ratio     Amount       Ratio     Amount      Ratio
                                                         ------      -----     ------       -----     ------      -----
<S>                                                      <C>         <C>        <C>          <C>        <C>           <C>
        As of September 30, 2003:                                             (dollars in thousands)
        Total Capital (to Risk-Weighted Assets)
             Consolidated                                $24,617     16.23%    $12,137       8.00%       N/A         N/A
             Bank                                        $19,307     12.75%    $12,110       8.00%   $15,138      10.00%
        Tier 1 Capital (to Risk-Weighted Assets)
              Consolidated                               $17,148     11.30%     $6,069       4.00%       N/A         N/A
              Bank                                       $17,413     11.50%     $6,055       4.00%    $9,083       6.00%
        Tier 1 Capital (to Average Assets)
              Consolidated                               $17,148      9.70%     $7,072       4.00%       N/A         N/A
              Bank                                       $17,413      9.87%     $7,058       4.00%    $8,823       5.00%

        As of September 30, 2002:
        Total Capital (to Risk-Weighted Assets)
              Consolidated                               $24,121     15.75%    $12,252       8.00%       N/A         N/A
              Bank                                       $18,397     12.12%    $12,139       8.00%   $15,174      10.00%
        Tier 1 Capital (to Risk-Weighted Assets)
              Consolidated                               $16,507     10.78%     $6,126       4.00%       N/A         N/A
              Bank                                       $16,499     10.87%     $6,069       4.00%    $9,104       6.00%
        Tier 1 Capital (to Average Assets)
              Consolidated                               $16,507      8.38%     $7,879       4.00%       N/A         N/A
              Bank                                       $16,499      8.62%     $7,652       4.00%    $9,565       5.00%
</TABLE>

                                      -21-
<PAGE>

RESULTS OF OPERATIONS

The Company recognized earnings of $454,292 for the first nine months of 2003.
In comparison, net earnings for the first nine months of 2002 were $601,590. The
decrease in net earnings is primarily attributable to gains on the sales of
loans of $199,630 in 2002 whereas there were no such sales in 2003. Interest and
fees on loans as well as interest on federal funds sold and overnight funds
decreased as a result of decreased volume and rates in the marketplace. These
decreases were offset by a decline in interest on deposits as a result of
decreased rates in the marketplace as well as the maturity of brokered deposits.
There have been no provisions to the allowance for loan losses during 2003 based
on monthly analysis that indicates adequate reserves to cover probable future
losses. The decision to not make provisions to the allowance through September
30, 2003 was also based in part on the improved trends and ratios of problem
assets. Based on an analysis of the allowance for loan losses as of September
30, 2002, management determined the allowance was larger than necessary to
provide an appropriate and reasonable allowance for probable future losses on
the Company's loan portfolio, and after consultation with and concurrence by
their primary regulator, management reversed $250,000 from the allowance as of
September 30, 2002.

Net interest income for the first nine months of 2003 was $5,513,968 as compared
to $5,469,985 for the first nine months of 2002. The average yield on earning
assets for the first nine months of 2003 decreased to 6.56% as compared to 7.12%
for the first nine months of 2002. The decrease in yield was primarily due to
the decrease in the interest rates as well as maturities of higher rate loans in
the loan portfolio. Partially offsetting these factors was an adjustment
recorded in the second quarter of 2003 to increase interest income on loans by
$183,000. In December 2002, the OCC mandated the Bank reverse $183,000 of
interest income on two loans due to the OCC's perceived doubt as to the
collectibility of the remaining book balances. The Company complied with the OCC
mandate and excluded the $183,000 from interest income in its December 31, 2002
financial statements. In June 2003, the OCC performed a re-examination of these
credits and determined the interest income should now be recognized. As a
result, $183,000 was added to interest and fees on loans in the second quarter
of 2003 which increased net earnings after taxes $117,000. The average cost of
funds on interest-bearing liabilities decreased for the first nine months of
2003 to 2.46% as compared to 3.65% for the first nine months of 2002. The
decrease is primarily due to decreased rates in the Bank's marketplace as well
as the decrease resulting from the maturity of brokered deposits in the first
quarter of 2003. Consequently, the net interest spread for the first nine months
of 2003 and 2002 was 4.10% and 3.47%, respectively.

Total non-interest or other income for the first nine months of 2003 was
$1,393,472 compared to $1,485,203 for the first nine months of 2002. The
decrease is primarily attributable to gains on the sales of loans in 2002. The
Company did not sell any loans during the first nine months of 2003.
Additionally, service charges on deposits and other income were up $107,899 due
primarily to an increase of $125,011 in investment fee income arising from
assets in custody with CNT.

                                      -22-
<PAGE>

RESULTS OF OPERATIONS, CONTINUED

Total non-interest or other expense for the first nine months of 2003 was
$6,198,148 compared to $6,265,598 for the first nine months of 2002. There was a
$25,131 decline in total salaries and employee benefits expense from the nine
months ended September 30, 2002 compared to the nine months ended September 30,
2003. The decrease was primarily attributable to a decrease in the number of
full-time equivalent employees through the second quarter of 2003. The number of
employees increased during the third quarter of 2003 and caused a respective
increase in total salaries and employee benefits.

Total occupancy expense was $731,357 for the first nine months of 2003 compared
to $747,193 for the first nine months of 2002. The decline was primarily due to
re-negotiated lease contracts as well as the purchase of previously leased
equipment. These decreases were partially offset by an increase in rental
expense.

Total other operating expense was $2,471,969 for the first nine months of 2003
compared to $2,498,452 for the first nine months of 2002. The decline was
primarily attributable to a loss of $21,154 on the Company's investment in
Elizabeth Station, LLC for the first nine months of 2003 as compared to no loss
for 2002.

                                      -23-
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES


As of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based
upon that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Company (including its consolidated subsidiaries) that is required to be
included in the Company's periodic filings with the Securities and Exchange
Commission. There have been no significant changes in the Company's internal
controls or, to the Company's knowledge, in other factors that could
significantly affect those internal controls subsequent to the date the Company
carried out its evaluation, and there have been no corrective actions with
respect to significant deficiencies or material weaknesses.

                                      -24-
<PAGE>

PART II - OTHER INFORMATION

         Item 1. Legal Proceedings - None

         Item 2. Changes in Securities and Use of Proceeds
(a)      None
(b)      None
(c)      None
(d)      None

         Item 3. Defaults Upon Senior Securities - None

         Item 4. Submission of Matters to a Vote of Security Holders - None

         Item 5. Other Information - None

         Item 6. Exhibits and Reports on Form 8-K

          (a)  Exhibits

          Exhibit
          Number         Description
          ------         -----------

          2.1(1)         Plan of Reorganization Dated September 17, 2003 by and
                         between First Cherokee  Bancshares,  Inc. and First
                         Cherokee Interim Corp.
          3.1(2)         Articles of Incorporation
          3.2(3)         Bylaws, as amended through March 29,1994
          4.1            Instruments defining the rights of security holders
                         (see Exhibits 3.1 and 3.2)
          10.1(4)        Employment Agreement (Carl C. Hames, Jr.) dated May 11,
                         2000
          10.2(5)        First Cherokee Bancshares, Inc. 2000 Stock Option Plan
          10.3(2)        Agreement for Lease/Purchase of Real Property for Bank
                         Premises
          10.4(2)(6)     Form of Key Employee Stock Option Plan
          10.5(6)(7)     Form of Incentive Stock Option Certificate to Purchase
                         Stock of First Cherokee Bancshares, Inc., issued under
                         the Key Employee Stock Option Plan effective October
                         13, 1988
          10.6(6)(7)     Form of Directors' Non-Qualified Stock Option Agreement
          10.7a(8)       Form of Executive Supplemental Retirement Plan
          10.7b(8)       Form of First Amendment to Life Insurance Endorsement
                         Method Split Dollar Plan Agreement
          10.7c(8)       Form of Director Indexed Fee Continuation Program
          10.7d(8)       Form of First Amendment to Flexible Premium Life
                         Insurance Endorsement Method Split Dollar Plan
                         Agreement
          21.1(8)        Subsidiaries of First Cherokee Bancshares, Inc.
          31.1           Certification pursuant to Rule 13a-14 under the
                         Securities Exchange Act of 1934, as amended.
          32.1           Certification  pursuant  to 18  U.S.C.  Section  1350
                         as  adopted  pursuant  to  Section  906 of the
                         Sarbanes-Oxley Act of 2002.
 ------------------------

                                      -25-
<PAGE>


         (1)      Incorporated herein by reference to Appendix A of First
                  Cherokee Bancshares, Inc.'s Schedule 14A, as amended, filed on
                  September 19, 2003.

         (2)      Incorporated herein by reference to Exhibit of the same number
                  in the Company's Registration Statement No. 33-25075-A.

         (3)      Incorporated herein by reference to Exhibit of the same number
                  in the Company's Annual Report on Form 10-KSB for the year
                  ended December 31, 1994.

         (4)      Incorporated herein by reference to Exhibit 10.7 of the
                  Company's Form 10-QSB for the period ended June 30, 2000.

         (5)      Incorporated herein by reference to Appendix A to the
                  Company's Proxy Statement filed on March 30, 2000.

         (6)      The indicated exhibits are management contracts or
                  compensatory plans or arrangements required to be filed or
                  incorporated by reference herein.

         (7)      Incorporated herein by reference to Exhibit of the same
                  number in the  Company's  Annual  Report on Form  10-KSB for
                  the year ended December 31, 1998.

         (8)      Incorporated  herein by reference to Exhibit of the same
                  number in the  Company's  Report on Form 10-KSB for the year
                  ended December 31, 2002.

(b)      The Company has not filed any reports on Form 8-K during the quarter
         ended September 30, 2003.


                                      -26-
<PAGE>

                                   SIGNATURES

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

         FIRST CHEROKEE BANCSHARES, INC.
            (Registrant)

DATE: November 12, 2003                               BY:  /s/Carl C. Hames, Jr.
      -----------------                                   ----------------------
                                                              Carl C. Hames, Jr.
                                                       President & CEO/Principal
                                                               Executive Officer

DATE: November 12, 2003                               BY:   /s/Kitty A. Kendrick
      -----------------                                   ----------------------
                                                               Kitty A. Kendrick
                                                        Chief Financial Officer/
                                      Principal Financial and Accounting Officer

                                      -27-
<PAGE>

Exhibit 31.1
                             CHIEF EXECUTIVE OFFICER
                                  CERTIFICATION


I, Carl C. Hames, Jr., certify that:

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

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

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

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:

         a. designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiary, is made known to us by others within that entity,
particularly during the period in which this quarterly report is being prepared;

         b. evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation;

         c. disclosed in this report any change in the registrant's internal
controls over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal controls over financial reporting;
and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal controls over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

         a. all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

         b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.



Date:  November 12, 2003


                                                       BY: /s/Carl C. Hames, Jr.
                                                       -------------------------
                                                              Carl C. Hames, Jr.
                                                     President and CEO/Principal
                                                               Executive Officer


                                      -28-
<PAGE>


                             CHIEF FINANCIAL OFFICER
                                  CERTIFICATION


I, Kitty A. Kendrick, certify that:

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

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

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

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:

         a. designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiary, is made known to us by others within that entity,
particularly during the period in which this quarterly report is being prepared;

         b. evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation;

         c. disclosed in this report any change in the registrant's internal
controls over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal controls over financial reporting;
and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal controls over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

         a. all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

         b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.



Date:  November 12, 2003



                                                        BY: /s/Kitty A. Kendrick
                                                        ------------------------
                                                               Kitty A. Kendrick
                                                        Chief Financial Officer/
                                      Principal Financial and Accounting Officer

                                      -29-
<PAGE>
Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of the Company on Form 10-QSB for the
period ended September 30, 2003 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), the undersigned, Carl C. Hames,
Jr., President and Chief Executive Officer of the Company, and Kitty A.
Kendrick, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

1.       The information contained in the Report fully complies with the
         requirements of Section 13(a) or 15(d) of the Securities Exchange Act
         of 1934; and

2.       The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.

This 12th day of November, 2003.


                                                       BY: /s/Carl C. Hames, Jr.
                                                       -------------------------
                                                              Carl C. Hames, Jr.
                                                     President and CEO/Principal
                                                               Executive Officer



                                                        BY: /s/Kitty A. Kendrick
                                                        ------------------------
                                                               Kitty A. Kendrick
                                                        Chief Financial Officer/
                                      Principal Financial and Accounting Officer


A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

                                      -30-
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