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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549

                                 FORM 10-KSB/A

                                AMENDMENT NO. 1

Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended June 30, 1997

Commission file number 33-52930

                                 GF BANCSHARES, INC.
                 (Name of small business issuer in its charter)

         Georgia                                   58-2016968
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                 Identification No.)

327 West Taylor Street
Griffin, Georgia                                          30223
(Address of principal executive offices)                (Zip Code)

Issuer's telephone number, including area code: (770) 228-2786

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  None

Check whether Issuer (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 
              ----          ----

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained herein, and will not be contained, to the best of Registrant's
knowledge, in definitive Proxy or Information Statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[ ] Not Applicable

Issuer's revenues for its most recent fiscal year were $9,233,600.

The aggregate market value of the voting stock held by non-affiliates of Issuer
at September 8, 1997 was $12,704,644 based on private trades at $17 per share,
although there is no established trading market.

The number of shares outstanding of Issuer's class of common stock at September
8, 1997 was  989,122 shares of common stock.

Documents Incorporated by Reference:  None
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         ---------------------------------------------------
         MANAGEMENT.
         -----------

          The following table sets forth certain information regarding the
shares of common stock of the Company owned as of September 8, 1997 (i) by each
person who beneficially owns more than 5% of shares of common stock of the
Company, (ii) by each of the Company's directors and (iii) by all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
 
Name of                          Number      Percentage
Beneficial Owner(1)           of Shares(2)  Ownership(3)
----------------------------  ------------  -------------
<S>                           <C>           <C>
 
Jerry L. Savage(4)               79,425            8.0%
 
James C. Owen, Jr.               35,916            3.6
Director
 
William T. Ramsey                45,003            4.5
Director
 
Ron J. Franklin                  44,724(5)         4.4
President, Chief Executive
Officer and Director
 
Robert H. Crossfield             23,691            2.4
Director
 
Frank A. Thomas                  21,489            2.2
Director
 
F. Dan Boyd                      26,064            2.6
Director
 
Lee Roy Claxton                  33,879            3.4
Director
 
Scott H. Searcy, Jr.             32,303(6)         3.3
Director

All directors and executive
officers as a group
(14 persons)                    290,939           28.4
________________
</TABLE> 

          (1)  Except as otherwise indicated, the persons named in the above
table have sole voting and investment power with respect to all shares shown as


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beneficially owned by them.  The information as to beneficial ownership has been
furnished by the respective persons listed in the above table.

          (2) Includes shares deemed to be beneficially owned through the right
to exercise of stock options within 60 days of the record date.

          (3) Based upon 989,122 shares outstanding as of the record date and as
adjusted for stock options exercisable within 60 days of the record date.
Shares which are subject to stock options are deemed to be outstanding for the
purpose of computing the percentage of outstanding shares owned by such person
or group but are not deemed outstanding for the purpose of computing the
percentage of outstanding shares owned by any other person or group.

          (4) Mr. Savage's address is 425 Audubon Circle, Griffin, Georgia 
30223.

          (5) Includes 18,056 stock options exercisable within 60 days of 
the record date.

          (6) Includes 3,223 stock options exercisable within 60 days of 
the record date.



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     The Registrant hereby amends the disclosure of the aggregate market value
of the voting stock held by non-affiliates as set forth on the preceding cover
page and the disclosure under Item 11 of Part III as set forth in the following
pages hereof.



                                   SIGNATURE
                                   ---------

     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 on October 1, 1997.

                                       GF Bancshares, Inc.


                                       By:  /s/ Ron J. Franklin
                                           -----------------------------------
                                            Ron J. Franklin, President