U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
 _
|X|  Annual report pursuant to Section 13 or 15(d) of the Securities    
     Exchange Act of 1934  [No Fee required, effective October 7, 1996]

    For fiscal year ended December 31, 1996

    Transition report under Section 13 or 15(d) of the Securities Exchange 
    Act of 1934  [No fee required]

	For the transition period from ___________ to ____________

Commission file number  0-24008

		       BUTTON GWINNETT FINANCIAL CORPORATION                           
		 (Name of Small Business Issuer in Its Charter)

		Georgia                                58-1766331         
(State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
 Incorporation or Organization)
 
2230 Scenic Highway, Snellville, Georgia                       30278            
(Address of Principal Executive Offices)                     (Zip Code)       

				  (770) 978-3242                                                  
	      (Issuer's Telephone Number, Including Area Code)  

Securities registered pursuant to Section 12(b) of the Act:  None.
Securities registered pursuant to Section 12(g) of the Act:  Common Stock, 
$0.01 par value

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 past 90 days.  
Yes   X        No_________

Check if disclosure of delinquent filers in response to Item 405 of 
Regulation S-B is not contained in this form, and no disclosure will 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.   [X]

(Cover page continued)


State issuer's revenues for its most recent fiscal year:  $15,742,835 

Aggregate market value of the voting stock held by non-affiliates computed 
by reference to the price at which the stock was sold, or the average bid and 
asked prices of such stock, as of a specified date within the past 60 days: 
$12,891,606 as of March 28, 1997. 


APPLICABLE ONLY TO CORPORATE REGISTRANTS

	State the number of shares outstanding of each of the issuer's classes 
of common equity, as of the latest practicable date: 1,360,864 as of 
March 28, 1997.

Transitional Small Business Disclosure Format (check one):  Yes   No X  


DOCUMENTS INCORPORATED BY REFERENCE

	Portions of the Registrant's 1996 Annual Report to Shareholders are 
incorporated by reference into Part II.

	Portions of the Registrant's Proxy Statement for the 1997 Annual 
Meeting of Shareholders are incorporated by reference into Part III.  

				PART I


ITEM 1.         DESCRIPTION OF BUSINESS  

The Company

	Button Gwinnett Financial Corporation (the "Company") is the surviving 
corporation resulting from the merger (the "Merger") of Button Gwinnett 
Bancorp, Inc. ("BGB"), a Georgia corporation, and The Gwinnett Financial 
Corporation ("GFC"), a Georgia corporation, on January 25, 1994.  Following 
the Merger, the Company held all of the common stock of two subsidiary banks, 
The Bank of Gwinnett County (the "Bank"), a banking corporation chartered by 
the State of Georgia, and Button Gwinnett National Bank ("BGNB"), a national 
banking association.  On September 25, 1993, the Bank acquired the assets and 
liabilities of  one of the two offices of BGNB which was located at 2230 Scenic 
Highway, Snellville, Georgia, and the Company sold BGNB (then consisting of the 
assets and liabilities associated with the other office of BGNB which was 
located at 4640 Jimmy Carter Boulevard, Norcross, Georgia) to Mountain Holding 
Corporation.  This acquisition and sale is referred to herein as the 
"Reorganization."

	The Company was organized to facilitate the Bank's ability to serve 
its customers' requirements for financial services.  The holding company 
structure also provides flexibility for expansion of the Company's banking 
business through the possible acquisition of other financial institutions and 
the provision of additional banking-related services that a traditional 
commercial bank may not provide under present laws.  It is expected that the 
Company may make additional acquisitions in the future in the event that such 
acquisitions are deemed to be in the best interests of the Company and its 
shareholders.  Such acquisitions, if any, will be subject to certain regulatory 
approvals and requirements.  See Item 1 "Description of Business - Supervision 
and Regulation."

	From time to time, management of the Company reviews the permissible 
nonbanking activities in which the Company could engage, but currently has no 
specific plans with respect to any nonbanking activities.  The Company's future 
nonbanking activities may include financial and other activities permitted by 
law, and such activities could be conducted by subsidiary corporations that 
have not yet been organized.  Commencement of nonbanking operations by 
subsidiaries, if they are organized, will be contingent upon the approval by 
the Board of Directors of the Company and by appropriate regulatory authorities.


				  The Bank

	The Bank is a full-service commercial bank.  The Bank offers personal 
and business checking accounts, interest-bearing checking accounts, and various 
types of certificates of deposit.  The Bank also provides financing for 
commercial transactions, makes secured and unsecured loans and provides other 
financial services to its customers.

			  Market Area and Competition

	Gwinnett County, the Bank's primary service area, is located 25 miles 
northeast of downtown Atlanta, Georgia.  Gwinnett County was chartered by the 
Georgia legislature in 1818 and was named for Button Gwinnett, a signer of the 
Declaration of Independence.  Gwinnett County has 13 municipalities, including 
Lawrenceville, Snellville, Buford, Lilburn, Duluth and Norcross.  The County 
Seat is Lawrenceville.

	The banking industry in Georgia is highly competitive.  In recent years, 
intense market demands, economic pressures, changing interest rates and 
increased customer awareness of product and service differences among financial 
institutions have forced banks to diversify their services and become more cost 
effective.  The Bank faces strong competition in attracting deposits and making 
loans.  Its most direct competition for deposits comes from savings 
institutions, commercial banks, credit unions and issuers of securities such 
as shares in money market funds.  Interest rates, convenience of office 
locations and marketing are all significant factors in the Bank's competition 
for deposits.

	Competition for loans comes from savings institutions, commercial banks, 
insurance companies, consumer finance companies, credit unions and other 
institutional lenders.  The Bank competes for loan originations through the 
interest rates and loan fees it charges and the efficiency and quality of 
services it provides.  Competition is affected by the general availability of 
lendable funds, general and local economic conditions, current interest rate 
levels and other factors that are not readily predictable.

				 Deposits

	The Bank offers a wide range of commercial and consumer deposit 
accounts, including noninterest bearing checking accounts, money market 
checking accounts (consumer and commercial), negotiable order of withdrawal 
("NOW") accounts, individual retirement accounts, time certificates of deposit, 
and regular savings accounts.  The sources of deposits typically are residents 
and businesses and their employees within the Bank's market area, and are 
obtained through personal solicitation by the Bank's officers and directors, 
direct mail solicitation, and advertisements published in the local media.  
The Bank pays competitive interest rates on time and savings deposits and has 
implemented a service charge fee schedule competitive with other financial 
institutions in the Bank's market area, covering such matters as maintenance 
fees on checking accounts, per item processing fees on checking accounts, 
returned check charges, and the like.

			  Lending Activities

	The Bank makes primarily real estate-construction loans, commercial 
loans, and to a lesser extent consumer loans. As of December 31, 1996 such 
loans constituted 30.9%, 58.6% and 10.5%, respectively, of total loans. 

Real Estate Loans  

	The Bank makes single-family residential construction loans for one-to 
four-unit structures.  The Bank requires a first lien position on the land 
associated with the construction projects and offers these loans only to 
qualified residential building contractors.  Loan disbursements require on-site
inspections to assure the project is on budget and that the loan proceeds are 
being used in accordance with the plans, specifications and survey for the 
construction project and not being diverted to another project.  The loan to 
value ratio for such loans is predominately 75% of the appraised value based 
on plans and specifications, and is a maximum of 80% if the loan is amortized.
Loans for construction can present a high degree of risk to the lender, 
depending on, among other things, whether the builder can sell the home to a 
buyer, whether the buyer can obtain permanent financing, whether the transaction
produces income in the interim, and the nature of changing economic conditions.

	The Bank also makes acquisition and development loans to Bank-approved 
developers for the purpose of developing acreage into single-family lots on 
which houses will be built.  Loan disbursements require on-site inspections 
to assure the project is on budget and that the loan proceeds are being used 
for the development project and not being diverted to another project.  The 
loan-to-value ratio for such loans does not exceed 75% of the discounted value,
as defined in the appraisal report.  Loans for acquisition and development can 
present a high degree of risk to the lender, depending upon, among other 
things, whether the developer can find builders to buy the lots, whether the 
builder can obtain financing, whether the transaction produces income in the 
interim and the nature of changing economic conditions.

Commercial Loans  

	Commercial lending is directed principally towards businesses whose 
demand for funds falls within the Bank's legal lending limits and are existing 
or potential deposit customers of the Bank.  This category includes loans made 
to individual, partnership or corporate borrowers obtained for a variety of 
purposes.  Risks associated with these loans can be significant.  Risks 
include, but are not limited to, fraud, bankruptcy, economic downturn, 
deteriorated or non-existing collateral and changes in interest rates.

	Additionally, the Bank offers 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 that does not 
exceed 80% with a maximum term of 20 years and call provisions every three to 
five years.  Such loans carry fixed or adjustable interest rates.  Risks 
involved with commercial mortgage lending include, but are not limited to, 
title defects, fraud, general real estate market deterioration, inaccurate 
appraisals, violation of banking protection laws, interest rate fluctuations 
and financial deterioration of borrower.

	The Bank also makes commercial loans to small businesses with respect 
to which the U.S. Small Business Administration ("SBA") guarantees repayment 
on varying percentages of the loan amount, subject to certain other 
limitations.  The Bank may sell the guaranteed portion of these loans to 
institutional investors in the secondary markets.  The Bank also participates 
in other SBA loan programs.  Risks associated with these loans include, but 
are not limited to, credit risk, e.g., fraud, bankruptcy, economic downturn, 
deteriorated or non-existing collateral and changes in interest rates, and 
operational risk, e.g., failure of the Bank to adhere to SBA funding and 
servicing requirements in order to secure and maintain the SBA guarantees and 
servicing rights.

Consumer Loans  

	The Bank makes consumer loans, consisting primarily of installment 
loans to individuals for personal, family and household purposes, including 
loans for automobiles and investments, first mortgage residential loans and 
home equity lines of credit.  Risks associated with these loans include, but 
are not limited to, fraud, bankruptcy, deteriorated or non-existing collateral,
general economic downturn, interest rate fluctuations and customer financial 
problems.

			    Investment Activities

	After establishing necessary cash reserves and funding loans, the Bank 
invests its remaining liquid assets in investments allowed under banking laws 
and regulations.  The Bank invests primarily in obligations of the United 
States or obligations guaranteed as to principal and interest by the United 
States, and other taxable securities and in certain obligations of states and 
municipalities.  The Bank also engages in Federal Funds transactions with its 
principal correspondent banks and primarily acts as a net seller of such funds.
The sale of Federal Funds amounts to a short-term loan from the Bank to another
bank.  Risks associated with these investments include, but are not limited to,
mismanagement in terms of interest rate, maturity and concentration. 

			Asset/Liability Management

	It is the objective of the Bank to manage its assets and liabilities 
to provide a satisfactory, consistent level of profitability within the 
framework of established cash, loan, investment, borrowing and capital 
policies.  Certain officers of the Bank are charged with the responsibility 
for developing and monitoring policies and procedures that are designed to 
insure acceptable composition of the asset/liability mix.  It is the overall 
philosophy of management to support asset growth primarily through growth of 
core deposits, which include deposits of all categories made by individuals, 
partnerships and corporations. Management of the Bank seeks to invest the 
largest portion of the Bank's assets in small- to medium-sized business loans 
and real estate related loans.  The Bank's asset/liability mix is monitored on 
a timely basis with a report reflecting interest-sensitive assets and 
interest-sensitive liabilities being prepared and presented to the Bank's 
Asset/Liability Committee on a monthly basis.  The objective of this policy 
is to manage interest-sensitive assets and liabilities so as to minimize the 
impact of substantial movements and interest rates on the Bank's earnings. See 
"Selected Statistical Information - Asset/Liability Management.

				  Employees

	As of December 31, 1996, the Bank had 48 full-time employees and 11 
part time employees.  The Bank is not a party to any collective bargaining 
agreement, and, in the opinion of management, enjoys excellent relations with 
its employees.  The Company does not have any employees who are not also 
employees of the Bank.

		     SELECTED STATISTICAL INFORMATION OF
		    BUTTON GWINNETT FINANCIAL CORPORATION


	 The following statistical information is provided for the Company for 
the years ended December 31, 1996 and 1995.  The data is presented using daily 
average balances.  This data should be read in conjunction with the financial 
statements incorporated into this Annual Report.

Average Balances and Net Income Analysis

	 The following tables set forth the amount of the Company's interest 
income or interest expense for each category of interest-earning assets and 
interest-bearing liabilities and the average interest rate for total interest-
earning assets and total interest-bearing liabilities, net interest spread and 
net yield on average interest-earning assets.
<TABLE>
<CAPTION>


						----------------------- YEARS ENDED DECEMBER 31-----------------------------
						    ------------1996--------------           ---------1995------------------
									   AVERAGE                                   AVERAGE
							       INTEREST     YIELD/                       INTEREST     YIELD/
						   AVERAGE      INCOME/      RATE            AVERAGE      INCOME/      RATE
						   BALANCE      EXPENSE      PAID            BALANCE      EXPENSE      PAID
									   (Dollars in Thousands)
<S>                                              <C>         <C>           <C>              <C>          <C>          <C>          
ASSETS
  Interest-earning assets:
    Loans, net of unearned income                $109,190     $ 12,020      11.01%          $ 99,937     $11,397      11.40%    
    Federal Funds Sold                             17,805          939       5.27%            14,368         831       5.78%
    Taxable investments                            27,021        1,558       5.77%            18,767       1,083       5.77%
    Tax-exempt investments                          3,973          181       4.56%             4,364         211       4.84%
    Interest-bearing deposits in banks                115            8       6.96%               280          14       5.00%

       Total interest-earning assets             $158,104     $ 14,706       9.30%          $137,716    $ 13,536       9.83%

  Noninterest-earning assets:
    Cash                                         $  8,312                                   $  6,809
    Allowance for loan losses                      (2,077)                                    (1,688)
    Other Assets                                    5,895                                      6,053

      Total noninterest-earning assets           $ 12,130                                   $ 11,174

	TOTAL ASSETS                             $170,234     $ 14,706                      $148,890    $ 13,536 

LIABILITIES AND STOCKHOLDERS' EQUITY 
  Interest-bearing liabilities:
    Interest-bearing demand deposits             $ 47,549     $  1,789       3.76%          $ 33,349    $  1,117       3.35%
    Savings and time deposits                      65,061        3,436       5.28%            67,256       3,690       5.49%
    Debt                                                0            0        --                  11           0         -- 

      Total interest-bearing liabilities         $112,610     $  5,225       4.64%          $100,616    $  4,807       4.78%

  Noninterest-bearing liabilities and
    stockholders' equity:
      Demand deposits                            $ 37,541                                   $ 30,662
      Other liabilities                             1,803                                      2,169     
      Stockholders' equity                         18,280                                     15,443
	Total noninterest-bearing liabilities
	  and stockholders' equity               $ 57,624                                   $ 48,274

	Total liabilities and
	 stockholders' equity                    $170,234     $  5,225                      $148,890    $  4,807 

Interest rate spread                                                         4.66%                                      5.05%
Net interest income                                           $  9,481                                   $ 8,729
Net interest margin                                                          6.00%                                      6.34%

</TABLE>

(1)     Interest income on loans includes $1,353,976 and $1,368,493 of loan 
fee income for the years ended December 31, 1996 and 1995, respectively.  
Interest income on loans also includes $6,061 and  $459 of interest income 
recognized on non accrual and renegotiated loans for the years ended December 
31, 1996 and 1995, respectively.

Rate and Volume Analysis

	 The following table reflects the changes in net interest income 
resulting from changes in interest rates and from asset and liability volume.  
The change in interest attributable to rate has been determined by applying the 
change in rate between the two years indicated to average balances outstanding 
in the later year.  The change in interest due to volume has been determined by 
applying the rate from the earlier year to the change in average balances 
outstanding between years.  Thus, changes that are not solely due to volume 
have been consistently attributed to rate.

<TABLE>
<CAPTION>                                            
			       ----------------Years Ended December 31 ----------------

					 1996                        1995

			       Increase    Changes Due To    Increase   Changes Due to 
			      (Decrease)   Rate    Volume   (Decrease)  Rate    Volume 
						     (In Thousands)

<S>                             <C>      <C>       <C>        <C>      <C>       <C>         
Increase (decrease) in:
  Income from earning assets:
    Interest and fees 
      on loans                  $  623   $ (432)   $1,055     $3,097    $  801   $2,296
    Interest on 
      taxable investments          475       (1)      476        267        57      210
    Interest on 
      tax-exempt investments       (30)     (11)      (19)         3        14      (11)
    Interest on 
      Federal Funds Sold           108      (91)      199        486       254      232
    Interest on deposits 
      in banks                      (6)       2        (8)       (36)        1      (37)
      
      Total interest income     $1,170   $ (533)   $1,703     $3,817    $1,127   $2,690

Expense from interest-bearing 
  liabilities:
    Interest on 
      interest-bearing demand   $  672   $  196    $  476     $  234    $  140   $   94 
  Interest on time and 
     savings deposits             (254)    (134)     (120)     1,592       826      766

     Total interest expense     $  418   $   62    $  356     $1,826    $  966   $  860

	Net interest income     $  752   $ (595)   $1,347     $1,991    $  161   $1,830

</TABLE>

Asset/Liability Management

	The following table sets forth the distribution of the repricing of the 
Company's earning assets and interest-bearing liabilities as of December 31, 
1996, the cumulative interest rate sensitivity gap (i.e., interest rate 
sensitive assets less interest rate sensitive liabilities) and the cumulative 
interest rate sensitivity gap ratio (i.e., interest rate sensitive assets 
divided by interest rate sensitive liabilities).  The table also sets forth 
the time periods in which earning assets and liabilities will mature or may 
reprice in accordance with their contractual terms.  However, the table does 
not necessarily indicate the impact of general interest rate movements on the 
net interest margin since the repricing of various categories of assets and 
liabilities is subject to competitive pressures and the needs of the Bank's 
customers.  In addition, various assets and liabilities indicated as repricing 
within the same period may in fact reprice at different times within such 
period and at different rates.

	The Bank uses this tables as a tool to manage interest rate sensitivity
and risk on certain products.  What is not taken into consideration is the 
Company's strong capital position of 10% and the aggressive marketing and 
officer calling program that maintains 27% of the total deposits in 
non-interest bearing accounts, thus maintaining some of the highest returns 
on average assets for our peer group, as well as some of the highest net 
interest margins.

<TABLE>
							
<CAPTION>                                                          
							 
							 
					Within             Within             Within           After
					  Six                One               Five             Five
					Months              Year              Years            Years       
<S>                                   <C>                 <C>               <C>               <C>   
Interest-earning assets:
  Loans, net of unearned income       $ 76,053            $ 83,322           $116,278         $119,899   
  Federal Funds sold                    21,515              21,515             21,515           21,515     
  Taxable Investments                    2,750               8,216             28,300           28,300    
  Tax-exempt investments                   655                 655              2,494            3,704      
  Interest-bearing deposits in
    banks                                    0                   0                  0                0     

				      $100,973            $113,708           $168,587         $173,418   

Interest Bearing Liabilities:
  Interest-bearing deposits           $ 59,655            $ 59,655           $ 59,655         $ 59,655     
  Savings                                5,532               5,532              5,532            5,532      
  Time Deposits                         37,474              48,787             56,172           56,172     

				      $102,661            $113,974           $121,359         $121,359     

Cumulative Interest Rate
  Sensitivity Gap                     $ (1,688)           $   (266)          $ 47,228         $ 52,059

Cumulative Interest Rate
  Sensitivity Gap Ratio                    98%                100%               139%             143%

</TABLE>

	The Company actively manages the mix of asset and liability maturities 
to control the effects of changes in the general level of interest rates on net
interest income.  Except for its effect on the general level of interest rates,
inflation does not have a material impact on the Company due to the rate 
variability and short-term maturities of its earning assets.  In particular, 
approximately 70% of the loan portfolio is comprised of loans which are 
variable rate terms or short-term obligations.  Mortgage loans, primarily with 
five to fifteen year maturities, are also made on a variable rate basis with 
rates being adjusted every one to five years.  Additionally, 57% of average 
other earning assets mature within one year.

			     INVESTMENT PORTFOLIO

Types of Investments

	The carrying value and estimated market value of investment securities 
are as follows:

<TABLE>                                                                
<CAPTION>
							       Gross               Gross
					   Amortized         Unrealized          Unrealized              Fair          
					     Cost               Gains               Losses              Value
<S>                                       <C>                 <C>               <C>                  <C>                
Securities Held for Investment:
 December 31, 1996
 U. S. Government and agency
    securities                            $28,300,312         $ 66,788          $  (74,851)          $28,292,249
 State and municipal securities             3,703,971           55,716             ( 4,003)            3,755,684
					  $32,004,283         $122,504          $  (78,854)          $32,047,933


								Gross               Gross
					   Amortized         Unrealized          Unrealized              Fair          
					     Cost               Gains               Losses              Value

Securities Held for Investment:
 December 31, 1995
 U. S. Government and agency
    securities                            $21,543,639         $100,693          $  (61,439)          $21,582,893
 State and municipal securities             4,367,921           71,662             (13,300)            4,426,283
					  $25,911,560         $172,355          $  (74,739)          $26,009,176

</TABLE>


Maturities

	The amounts of investment securities in each category as of 
December 31, 1996 and 1995 are shown in the following table according to 
maturity classifications (1) one year or less, (2) after one year through 
five years, (3) after five years through ten years, and (4) after ten years.

<TABLE>  
<CAPTION>


							---------Year Ended December 31 -----------
								1996                     1995
							  U. S. Treasury and Other U. S. Government
								  Agencies and Corporations              
								    (Dollars in Thousands)
							  Amount      Yield       Amount      Yield
								      (1)                      (1) 
<S>                                                      <C>         <C>          <C>          <C>            
Maturity:
  One year or less                                       $  7,716     5.53%       $ 7,180      6.00%
  After one year through five years                        20,084     5.95%        13,364      5.53%
  After five years through ten years                          500     6.50%         1,000      6.17%
  After ten years                                              --                      --            
							 $ 28,300                 $21,544

							    State and Political Subdivisions
								    (Dollars in Thousands)
							  Amount      Yield       Amount      Yield
								      (1)                    (1) (2)
Maturity:
  One year or less                                       $    655     4.69%       $   685      3.96%
  After one year through five years                         1,839     4.67%         2,383      4.68%
  After five years through ten years                        1,210     5.26%         1,300      5.14%
  After ten years                                              --                     --           
							 $  3,704                 $ 4,368

</TABLE>


(1)     Yields were computed using coupon interest, adding discount accretion   
	or subtracting premium amortization, as appropriate, on a ratable       
	basis over the life of each security.  The weighted average yield for   
	each maturity range was computed using the acquisition price of each    
	security in that range.

(2)     Yields on municipal securities are not stated on a tax equivalent       
	basis.

				 LOAN PORTFOLIO

Types of Loans

	The amount of loans outstanding at the indicated dates is shown in the 
following table according to type of loans and concentration of loans which 
exceed 10% of total loans.

							  December 31
						    1996              1995
						    (Dollars in Thousands)

Commercial and business                         $ 28,102            $ 27,356
Business loans secured by real estate             42,297              30,814
Real estate - construction                        37,199              29,989
Real estate - mortgage                             7,997               8,838
Consumer and other installment loans               4,651               5,989

						$120,246            $102,986
Deferred fees                                       (347)               (334)
Reserve for loan losses                           (2,331)             (1,953)

	Loans, net                              $117,568            $100,699

Maturities and Sensitivity to Changes in Interest Rates

	Total loans as of December 31, 1996 and 1995 are shown in the following 
table according to maturity classifications (1) one year or less, (2) after one 
year through five years, and (3) after five years.

							  December 31
						 1996                   1995
						     (Dollars in Thousands)

Maturity:
  One year or less                              $ 72,764            $ 64,574
  After one year through five years               42,749              34,204
  After five years                                 4,733               4,208
						$120,246            $102,986

	The following table summarizes loans at December 31, 1996 with due 
dates after one year which (1) have predetermined interest rates and (2) have 
floating or adjustable interest rates.

				     1 - 5        Over 5           
				     Years        Years          Total
					   (Dollars in Thousands)

Predetermined interest rates       $ 32,889       $ 3,626      $ 36,515
Floating or adjustable rates          9,860         1,107        10,967
				   $ 42,749       $ 4,733      $ 47,482

Nonperforming Loans

	The following table presents, at December 31, 1996 and 1995, the 
aggregate of nonperforming loans for the categories indicated.

							 December 31
						       1996       1995
						   (Dollars in Thousands)

Loans accounted for on a nonaccrual basis          $    38       $   95

Installment loans and term loans                        --          138
	contractually past due ninety days or
	more as to interest or principal payments
	and still accruing

Loans, the terms of which have been                     84           --
	renegotiated to provide a reduction or
	deferral of interest or principal because
	of deterioration in the financial position
	of the borrower

Loans now current about which there are                 --           --
	serious doubts as to the ability of the 
	borrower to comply with present loan
	repayment terms

Interest income that would have been recorded on        10           11
	nonaccrual and restructured loans under
	original terms

Interest income that was recorded on a nonaccrual        6            1
	and restructured loans

	The accrual of interest income on loans is discontinued when the loans 
become over 90 days past due.  Interest previously accrued but not collected is 
charged against current period interest income when such loans are placed on 
nonaccrual status.  Interest accruals are recorded on such loans only when they 
are brought fully current with respect to interest and principal and when, in 
the judgment of management, the loans are estimated to be fully collectible as 
to both principal and interest.

	In the opinion of management, any loans classified by regulatory 
authorities as doubtful, substandard or special mention that have not been 
disclosed above do not (i) represent or result from trends or uncertainties 
which management reasonably expects will materially impact future operating 
results, liquidity or capital resources, or (ii) represent material credits 
about which management is aware of any information which causes management to 
have serious doubts as to the ability of such borrowers to comply with the loan 
repayment terms.  Any loans classified by regulatory authorities as loss have 
been charged off.

Effective January 1, 1995, the Company adopted Statement of Financial 
Accounting Standards No. 114 and, as amended, No. 118, "Accounting by Creditors 
for Impairment of a Loan".  The statement prescribes that impaired loans be 
measured on the present value of expected future cash flows discounted at the 
loan's effective interest rate or, as a practical expedient, at the loan's 
observable market price or the fair value of the collateral if the loan is 
collateral dependent.  The statement had no material effect on the financial 
statements of the Company as of December 31, 1996.

Commitments and Lines of Credit
 
       In the ordinary course of business, the Bank has granted commitments 
to extend credit to approved customers.  The Bank has also granted commitments 
to approved customers for standby letters of credit.  These commitments are 
recorded in the financial statements when funds are disbursed or the financial 
instruments become payable.  The Bank uses the same credit and collateral 
policies for these off balance sheet commitments as it does for financial 
instruments that are recorded in the consolidated financial statements.  
Commitments generally have fixed expiration dates or other termination clauses 
and may require payment of a fee.  Since many of the commitment amounts expire 
without being drawn upon, the total commitment amounts do not necessarily 
represent future cash requirements.

	The following is a summary of the commitments outstanding at 
December 31, 1996 and 1995.

							 December 31
						       1996        1995
						   (Dollars in Thousands)

Commitments to extend credit                       $  46,186   $  32,781
Standby letters of credit                              2,201       1,540  
						   $  48,387   $  34,321


SUMMARY OF LOAN LOSS EXPERIENCE

	The provision for possible loan losses is created by direct charges to 
operations.  Losses on loans are charged against the allowance in the period in 
which such loans, in management's opinion, become uncollectible.  Recoveries 
during the period are credited to this allowance.  The factors that influence 
management's judgment in determining the amount charged to operating expense 
are past loan experience, composition of the loan portfolio, evaluation of 
possible future losses, current economic conditions and other relevant factors.
The Company's allowance for loan losses was approximately $2,330,733 at 
December 31, 1996, representing 1.94% of year end total loans outstanding, 
compared with 1,953,189 at December 31, 1995, which represented 1.90% of year 
end total loans outstanding.  The allowance for loan losses is reviewed 
continuously based on management's evaluation of current risk characteristics 
of the loan portfolio, as well as the impact of prevailing and expected 
economic business conditions.  Management considers the allowance for loan 
losses adequate to cover possible loan losses on the loans outstanding.

	Management has not allocated the Company's allowance for loan losses 
to specific categories of loans.  Based on management's best estimate, 
approximately 40% of the allowance should be allocated to real estate loans, 
45% to commercial, financial and agricultural loans and 15% to 
consumer/installment loans as of December 31, 1996.

	The following table presents an analysis of the Company's loan loss 
experience for the year ended December 31, 1996.
       
							 December 31
						       1996        1995
						   (Dollars in Thousands)


Average amount of loans outstanding                $ 109,190     $ 99,937
Balance of reserve for possible loan losses
  at beginning of period                           $   1,953     $  1,464
Charge-offs:
  Commercial, financial and agricultural           $     (49)    $    (76)
  Real estate                                            (20)         (28)
  Consumer                                               (16)         (17)
Recoveries:
  Commercial, financial and agricultural                   7            0
  Real estate                                              4            3
  Consumer                                                 7            7
    Net charge-offs                                $     (67)    $   (111)
Additions to reserve charged to 
    operating expenses                             $     445     $    600
       Balance of reserve for 
	  possible loan losses                     $   2,331     $  1,953

Ratio of net loan charge-offs 
   to average loans                                    0.06%         .11%

DEPOSITS

	Average amount of deposits and average rate paid thereon, classified as 
to noninterest-bearing demand deposits, interest-bearing demand deposits, 
savings deposits and time deposits, for the years ended December 31, 1996 and 
1995 is presented below.
<TABLE>
<CAPTION>

							 December 31
						       1996            1995

					       Amount    Rate     Amount    Rate
						       (Dollars in Thousands)
<S>                                          <C>         <C>     <C>         <C>         
  Noninterest-bearing demand deposits        $ 37,541    ---%    $ 30,662    ---%
  Interest-bearing demand deposits             47,549   3.76%      33,349   3.35%
  Savings                                       5,991   2.40%       6,430   2.68%  
  Time deposits                                59,070   5.57%      60,826   5.78%

     Total deposits                          $150,151            $131,267

</TABLE>

	The amounts of time certificates of deposit issued in amounts of 
$100,000 or more as of December 31, 1996 and 1995, are shown below by 
category, which is based on time remaining until maturity of (1) three months 
or less, (2) over three through six months  (3) over six through twelve months 
and (4) over twelve months.
						       December 31
						    1996          1995

						   Amount         Amount 
						   (Dollars in Thousands)

  Three months or less                          $  7,181        $  7,267
  Over three through six months                    3,754           5,140
  Over six through twelve months                   3,716           2,556
  Over twelve months                               3,796           3,300
       Total                                    $ 18,447         $18,263

RETURN ON ASSETS AND SHAREHOLDERS' EQUITY

	The following rate of return information for the years ended 
December 31, 1996 and 1995 is presented below.

						       December 31
						    1996          1995

  Return on assets (1)                              2.26%         2.21%
  Return on equity (2)                             21.03%        21.35%
  Dividend payout ratio (3)                        19.23%        15.28%
  Equity to assets ratio (4)                       10.74%        10.37%

(1)  Net income divided by average total assets.
(2)  Net income divided by average equity.
(3)  Dividends declared per share divided by net income per share.
(4)  Average Equity divided by average total assets.


			     SUPERVISION AND REGULATION

	The following discussion sets forth the material elements of the 
regulatory framework applicable to banks and bank holding companies and 
provides certain specific information related to the Company.

General

	The Company is a bank holding company registered with the Board of 
Governors of the Federal Reserve System (the "Federal Reserve") under the Bank 
Holding Company Act of 1956, as amended (the "BHC Act").  As such, the Company 
and its non-bank subsidiaries are subject to the supervision, examination, and 
reporting requirements of the BHC Act and the regulations of the Federal 
Reserve.

	The BHC Act requires every bank holding company to obtain the prior 
approval of the Federal Reserve before:  (a) it may acquire direct or indirect 
ownership or control of any voting shares of any bank if, after such 
acquisition, the bank holding company will directly or indirectly own or 
control more than 5% of the voting shares of the bank; (b) it or any of its 
subsidiaries, other than a bank, may acquire all or substantially all of the 
assets of any bank; or (c) it may merge or consolidate with any other bank 
holding company.

	The BHC Act further provides that the Federal Reserve may not approve 
any transaction that would result in a monopoly or would be in furtherance of 
any combination or conspiracy to monopolize or attempt to monopolize the      
business of banking in any section of the United States, or the effect of 
which may be substantially to lessen competition or to tend to create a 
monopoly in any section of the country, or that in any other manner would be 
in restraint of trade, unless the anticompetitive effects of the proposed 
transaction are clearly outweighed by the public interest in meeting the 
convenience and needs of the community to be served.  The Federal Reserve is 
also required to consider the financial and managerial resources and future 
prospects of the bank holding companies and banks concerned and the 
convenience and needs of the community to be served.  Consideration of 
financial resources generally focuses on capital adequacy, which is discussed 
below. 

	The BHC Act, as amended by the interstate banking provisions of the 
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 
(the "Interstate Banking Act"), which became effective on September 29, 1995, 
repealed the prior statutory restrictions on interstate acquisitions of banks 
by bank holding companies, such that the Company, and any other bank holding 
company located in Georgia may now acquire a bank located in any other state, 
and any bank holding company located outside Georgia may lawfully acquire any 
Georgia-based bank, regardless of state law to the contrary, in either case 
subject to certain deposit-percentage, aging requirements, and other 
restrictions.  The Interstate Banking Act also generally provides that, after 
June 1, 1997, national and state-chartered banks may branch interstate through 
acquisitions of banks in other states.  By adopting legislation prior to that 
date, a state has the ability either to "opt in" and accelerate the date after 
which interstate branching is permissible or "opt out" and prohibit interstate 
branching altogether.

	In February 1996, the Georgia Legislature adopted the "Georgia 
Interstate Branching Act" effective June 1, 1997.  The Georgia Interstate 
Branching Act will permit Georgia-based banks and bank holding companies owning
or acquiring banks outside of Georgia and all non-Georgia banks and bank 
holding companies owning or acquiring banks in Georgia to merge any lawfully 
acquired bank into an interstate branch network.  The Georgia Interstate 
Branching Act also allows banks to establish de novo branches on a limited 
basis beginning July 1, 1996.  Beginning July 1, 1998, the number of de novo 
branches which may be established will no longer be limited.

	The BHC Act generally prohibits the Company from engaging in activities
other than banking or managing or controlling banks or other permissible 
subsidiaries and from acquiring or retaining direct or indirect control of any 
company engaged in any activities other than those activities determined by the
Federal Reserve to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto.  In determining whether a particular 
activity is permissible, the Federal Reserve must consider whether the 
performance of such an activity reasonably can be expected to produce benefits 
to the public, such as greater convenience, increased competition, or gains in 
efficiency, that outweigh possible adverse effects, such as undue concentration
of resources, decreased or unfair competition, conflicts of interest, or 
unsound banking practices.  For example, factoring accounts receivable, 
acquiring or servicing loans, leasing personal property, conducting discount 
securities brokerage activities, performing certain data processing services, 
acting as agent or broker in selling credit life insurance and certain other 
types of insurance in connection with credit transactions, and performing 
certain insurance underwriting activities all have been determined by the 
Federal Reserve to be permissible activities of bank holding companies.  The 
BHC Act does not place territorial limitations on permissible non-banking 
activities of bank holding companies.  Despite prior approval, the Federal 
Reserve has the power to order a holding company or its subsidiaries to 
terminate any activity or to terminate its ownership or control of any 
subsidiary when it has reasonable cause to believe that continuation of such 
activity or such ownership or control constitutes a serious risk to the 
financial safety, soundness, or stability of any bank subsidiary of that bank 
holding company.

	The bank subsidiary of the Company is a member of the Federal Deposit 
Insurance Corporation (the "FDIC"), and as such, its deposits are insured by 
the FDIC to the maximum extent provided by law.  Such subsidiary is also 
subject to numerous state and federal statutes and regulations that affect 
its business, activities, and operations, and it is supervised and examined 
by one or more state or federal bank regulatory agencies.

	The FDIC and the Georgia Department of Banking and Finance 
(the "Georgia Department") regularly examine the operations of the Bank and is 
given authority to approve or disapprove mergers, consolidations, the 
establishment of branches, and similar corporate actions.  The FDIC and the 
Georgia Department also have the power to prevent the continuance or 
development of unsafe or unsound banking practices or other violations of law.

Payment of Dividends

	The Company is a legal entity separate and distinct from its banking 
and other subsidiaries.  The principal sources of cash flow of the Company, 
including cash flow to pay dividends to its shareholders, are dividends by the 
Bank.  There are statutory and regulatory limitations on the payment of 
dividends by the Bank to the Company as well as by the Company to its 
shareholders.

	If, in the opinion of the federal banking regulator, a depository 
institution under its jurisdiction is engaged in or is about to engage in an 
unsafe or unsound practice (which, depending on the financial condition of the 
depository institution, could include the payment of dividends), such authority
may require, after notice and hearing, that such institution cease and desist 
from such practice.  The federal banking agencies have indicated that paying 
dividends that deplete a depository institution's capital base to an inadequate
level would be an unsafe and unsound banking practice.  Under the Federal 
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), a depository 
institution may not pay any dividend if payment would cause it to become 
undercapitalized or if it already is undercapitalized.  See "-- Prompt 
Corrective Action."  Moreover, the federal agencies have issued policy 
statements that provide that bank holding companies and insured banks should 
generally only pay dividends out of current operating earnings.

	At December 31, 1996, under dividend restrictions imposed under federal
and state laws, the Bank, without obtaining governmental approvals, could 
declare aggregate dividends to the Company of approximately $1,933,000.

	The payment of dividends by the Company and the Bank may also be 
affected or limited by other factors, such as the requirement to maintain 
adequate capital above regulatory guidelines.

Capital Adequacy

	 The Company and the Bank are required to comply with the capital 
adequacy standards established by the Federal Reserve and the appropriate 
federal banking regulator in the case of Bank.  There are two basic measures 
of capital adequacy for bank holding companies that have been promulgated by 
the Federal Reserve:  a risk-based measure and a leverage measure.  All 
applicable capital standards must be satisfied for a bank holding company to 
be considered in compliance.

	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 minimize disincentives for holding liquid assets.  Assets and 
off-balance-sheet items are assigned to broad risk categories, each with 
appropriate weights.  The resulting capital ratios represent capital as a 
percentage of total risk-weighted assets and off-balance-sheet items.

	The minimum guideline for the ratio (the "Total Risk-Based Capital 
Ratio") of total capital ("Total Capital") to risk-weighted assets (including 
certain off-balance-sheet items, such as standby letters of credit) is 8%.  At 
least half of Total Capital must comprise common stock, minority interests in 
the equity accounts of consolidated subsidiaries, noncumulative perpetual 
preferred stock, and a limited amount of cumulative perpetual preferred stock, 
less goodwill and certain other intangible assets ("Tier 1 Capital").  The 
remainder may consist of subordinated debt, other preferred stock, and a 
limited amount of loan loss reserves ("Tier 2 Capital").  At December 31, 1996,
the Company's consolidated Total Risk-Based Capital Ratio and its Tier 1 
Risk-Based Capital Ratio (i.e., the ratio of Tier 1 Capital to risk-weighted 
assets) were 16.13% and 14.88%, respectively.

	In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies.  These guidelines provide for a minimum 
ratio (the "Leverage Ratio") of Tier 1 Capital to average assets, less goodwill
and certain other intangible assets, of 3% for bank holding companies that meet
certain specified criteria, including having the highest regulatory rating.  
All other bank holding companies generally are required to maintain a Leverage 
Ratio of at least 3%, plus an additional cushion of 100 to 200 basis points.  
The Company's Leverage Ratio at December 31, 1996 was 11.13%.  The guidelines 
also provide that bank holding companies experiencing internal growth or making
acquisitions will be expected to maintain strong capital positions substantially
above the minimum supervisory levels without significant reliance on intangible 
assets.  Furthermore, the Federal Reserve has indicated that it will consider a
"tangible Tier 1 Capital Leverage Ratio" (deducting all intangibles) and other 
indicia of capital strength in evaluating proposals for expansion or new 
activities.

	The Bank is subject to risk-based and leverage capital requirements 
adopted by the FDIC, which are substantially similar to those adopted by the 
Federal Reserve for bank holding companies.

	The Bank was in compliance with applicable minimum capital requirements
as of December 31, 1996.  The Company has not been advised by any federal 
banking agency of any specific minimum capital ratio requirement applicable 
to it or its subsidiary depository institution.

	Failure to meet capital guidelines could subject a bank to a variety 
of enforcement remedies, including issuance of a capital directive, the 
termination of deposit insurance by the FDIC, a prohibition on the taking of 
brokered deposits, and certain other restrictions on its business.  As described
below, substantial additional restrictions can be imposed upon FDIC-insured 
depository institutions that fail to meet applicable capital requirements.  
See "-- Prompt Corrective Action."

	The federal bank regulators continue to indicate their desire to raise 
capital requirements applicable to banking organizations beyond their current 
levels.  In this regard, the Federal Reserve and the FDIC have, pursuant to 
FDICIA, recently adopted final regulations, which will become mandatory on 
January 1, 1998, requiring regulators to consider interest rate risk (when the 
interest rate sensitivity of an institution's assets does not match the 
sensitivity of its liabilities or its off-balance-sheet position)  in the 
evaluation of a bank's capital adequacy.  The bank regulatory agencies have 
concurrently proposed a methodology for evaluating interest rate risk which 
would require banks with excessive interest rate risk exposure to hold 
additional amounts of capital against such exposures.  The market risk rules 
will apply to any bank or bank holding company whose trading activity equals 
10% or more of its total assets, or whose trading activity equals $1 billion 
or more.

Support of Subsidiary Institutions

	Under Federal Reserve policy, the Company is expected to act as a 
source of financial strength for, and to commit resources to support, each of 
its banking subsidiaries.  This support may be required at times when, absent 
such Federal Reserve policy, the Company may not be inclined to provide it.  
In addition, any capital loans by a bank holding company to any of its banking 
subsidiaries are subordinate in right of payment to deposits and to certain 
other indebtedness of such banks.  In the event of a bank holding company's 
bankruptcy, any commitment by the bank holding company to a federal bank 
regulatory agency to maintain the capital of a banking subsidiary will be 
assumed by the bankruptcy trustee and entitled to a priority of payment.

	Under the Federal Deposit Insurance Act ("FDIA"), a depository 
institution insured by the FDIC can be held liable for any loss incurred by, 
or reasonably expected to be incurred by, the FDIC after August 9, 1989, in 
connection with (a) the default of a commonly controlled FDIC-insured 
depository institution or (b) any assistance provided by the FDIC to any 
commonly controlled FDIC-insured depository institution "in danger of 
default."  "Default" is defined generally as the appointment of a conservator 
or receiver, and "in danger of default" is defined generally as the existence 
of certain conditions indicating that a default is likely to occur in the 
absence of regulatory assistance.  The FDIC's claim for damages is superior 
to claims of shareholders of the insured depository institution or its holding 
company, but is subordinate to claims of depositors, secured creditors, and 
holders of subordinated debt (other than affiliates) of the commonly 
controlled insured depository institution.  The subsidiary depository 
institutions of the Company are subject to these cross-guarantee provisions.  
As a result, any loss suffered by the FDIC in respect of these subsidiaries 
would likely result in assertion of the cross-guarantee provisions, the 
assessment of such estimated losses against the depository institution's 
banking affiliates, and a potential loss of the Company's investment in such 
other subsidiary depository institutions.

Prompt Corrective Action

	FDICIA establishes a system of prompt corrective action to resolve the 
problems of undercapitalized institutions.  Under this system, which became 
effective in December 1992, the federal banking regulators are required to 
establish five capital categories (well capitalized, adequately capitalized, 
undercapitalized, significantly undercapitalized, and critically 
undercapitalized) and to take certain mandatory supervisory actions, and are 
authorized to take other discretionary actions, with respect to institutions 
in the three undercapitalized categories, the severity of which will depend 
upon the capital category in which the institution is placed.  Generally, 
subject to a narrow exception, FDICIA requires the banking regulator to appoint
a receiver or conservator for an institution that is critically 
undercapitalized.  The federal banking agencies have specified by regulation 
the relevant capital level for each category.

	The capital levels established for each of the categories are as 
follows:
<TABLE>
<CAPTION>

<S>                     <C>                     <C>              <C>                     <C>            
			 Tier 1                 Risk-Based      Tier 1 Risk-
Capital Category         Capital                  Capital        Based Capital            Other

Well Capitalized         5% or more              10% or more       6% or more              Not subject                     
											  to a capital
											     directive

Adequately               4% or more               8% or more       4% or more                   --
Capitalized

Undercapitalized         less than 4%            less than 8%     less than 4%                  --

Significantly            less than 3%            less than 6%     less than 3%                  --
Undercapitalized

Critically                 2% of less
Undercapitalized          tangible equity           --                    --                    --

</TABLE>


	For purposes of the regulation, the term "tangible equity" includes 
core capital elements counted as Tier 1 Capital for purposes of the risk-based 
capital standards, plus the amount of outstanding cumulative perpetual 
preferred stock (including related surplus), minus all intangible assets with 
certain exceptions.  A depository institution may be deemed to be in a 
capitalization category that is lower than is indicated by its actual capital 
position if it receives an unsatisfactory examination rating.

	An institution that is categorized as undercapitalized, significantly 
undercapitalized, or critically undercapitalized is required to submit an 
acceptable capital restoration plan to its appropriate federal banking agency.
Under FDICIA, a bank holding company must guarantee that a subsidiary 
depository institution meets its capital restoration plan, subject to certain 
limitations.  The obligation of a controlling holding company under FDICIA to 
fund a capital restoration plan is limited to the lesser of 5% of an 
undercapitalized subsidiary's assets or the amount required to meet regulatory 
capital requirements.  An undercapitalized institution is also generally 
prohibited from increasing its average total assets, making acquisitions, 
establishing any branches, or engaging in any new line of business, except in 
accordance with an accepted capital restoration plan or with the approval of 
the FDIC.  In addition, the appropriate federal banking agency is given 
authority with respect to any undercapitalized depository institution to take 
any of the actions it is required to or may take with respect to a 
significantly undercapitalized institution as described below if it determines 
"that those actions are necessary to carry out the purpose" of FDICIA.

	At December 31, 1996, the Bank had the requisite capital levels to 
qualify as well capitalized.

FDIC Insurance Assessments

	Pursuant to FDICIA, the FDIC adopted a new risk-based assessment system
for insured depository institutions that takes into account the risks 
attributable to different categories and concentrations of assets and 
liabilities.  The new system, which went into effect on January 1, 1994, 
assigns an institution to one of three capital categories:  (a) well 
capitalized; (b) adequately capitalized; and (c) undercapitalized.  These 
three categories are substantially similar to the prompt corrective action 
categories described above, with the "undercapitalized" category including 
institutions that are undercapitalized, significantly undercapitalized, and 
critically undercapitalized for prompt corrective action purposes.  An 
institution is also assigned by the FDIC to one of three supervisory subgroups 
within each capital group.  The supervisory subgroup to which an institution 
is assigned is based on a supervisory evaluation provided to the FDIC by the 
institution's primary federal regulator and information which the FDIC 
determines to be relevant to the institution's financial condition and the 
risk posed to the deposit insurance funds (which may include, if applicable, 
information provided by the institution's state supervisor).  An institution's 
insurance assessment rate is then determined based on the capital category and 
supervisory category to which it is assigned.  Under the final risk-based 
assessment system, as well as the prior transitional system, there are nine 
assessment risk classifications (i.e., combinations of capital groups and 
supervisory subgroups) to which different assessment rates are applied.  
Assessment rates for members of both the Bank Insurance Fund ("BIF") and the 
Savings Association Insurance Fund ("SAIF") for the first half of 1995, as 
they had during 1994, ranged from 23 basis points (0.23% of deposits) for an 
institution in the highest category (i.e., "well capitalized" and "healthy") 
to 31 basis points (0.31% of deposits) for an institution in the lowest 
category (i.e., "undercapitalized" and "substantial supervisory concern").  
These rates were established for both funds to achieve a designated ratio of 
reserves to insured deposits (i.e., 1.25%) within a specified period of time.

	Once the designated ratio for the BIF was reached in May 1995, the FDIC
reduced the assessment rate applicable to BIF deposits in two stages, so that, 
beginning 1996, the deposit insurance premiums for 92% of all BIF members in 
the highest capital and supervisory categories were set at $2,000 per year, 
regardless of deposit size.  The FDIC elected to retain the existing assessment
rate range of 23 to 31 basis points for SAIF members for the foreseeable future
given the undercapitalized nature of that insurance fund.
 
	Recognizing that the disparity between the SAIF and BIF premium rates 
had adverse consequences for SAIF-insured institutions and other banks with SAIF
assessed deposits, including reduced earnings and an impaired ability to raise 
funds in capital markets and to attract deposits, on July 28, 1995, the FDIC, 
the Treasury Department, and the Office of Thrift Supervision released 
statements outlining a proposed plan to recapitalize the SAIF, the principal 
feature of which was a special one-time assessment on depository institutions 
holding SAIF-insured deposits, which was intended to recapitalize the SAIF at 
a reserve ratio of 1.25%.  This proposal contemplated elimination of the 
disparity between the assessment rates on BIF and SAIF deposits following 
recapitalization of the SAIF.

	A variation of this proposal designated the Deposit Insurance Funds 
Act of 1996 (the "Funds Act") was enacted by Congress as part of the omnibus 
budget legislation and signed into law on September 30, 1996.  As directed by 
the Funds Act, the FDIC implemented a special one-time assessment of 
approximately 65.7 basis points (0.657%) on a depository institution's 
SAIF-insured deposits held as of March 31, 1995 (or approximately 52.6 basis 
points on SAIF deposits acquired by banks in certain qualifying transactions).

	In addition, the FDIC proposed a revision in the SAIF assessment rate 
schedule that effected, as of October 1, 1996 (a) a widening in the assessment 
rate spread among institutions in the different capital and risk assessment 
categories, (b) an overall reduction of the assessment rate range assessable 
on SAIF deposits of from 0 to 27 basis points, and (c) a special interim 
assessment rate range for the last quarter of 1996 of from 18 to 27 basis 
points on institutions subject to FICO assessments.  Effective January 1, 1997,
FICO assessments will be imposed on both BIF- and SAIF-insured deposits in 
annual amounts presently estimated at 1.29 basis points and 6.44 basis points, 
respectively.  Beginning in January, 2000, BIF- and SAIF- insured institutions 
will share the FICO interest costs at equal rates currently estimated 2.43 
basis points.  The Company anticipates that the net effect of the decrease in 
the premium assessment rate on SAIF deposits will result in a reduction in its 
total deposit insurance premium assessments for the years 1997 through 1999, 
assuming no further changes in announced premium assessment rates.  The Funds 
Act further provides that BIF and SAIF are to be merged, creating the "Deposit 
Insurance Fund," on January 1, 1999, provided that bank and savings association
charters are combined by that date.  

	Under the FDIA, insurance of deposits may be terminated by the FDIC 
upon a finding that the institution has engaged in unsafe and unsound 
practices, is in an unsafe or unsound condition to continue operations, or has 
violated any applicable law, regulation, rule, order, or condition imposed by 
the FDIC.

Proposed Legislation and Regulatory Action

	New regulations and statutes are regularly proposed which contain 
wide-ranging proposals for altering the structures, regulations and competitive
relationships of the nation's financial institutions.  It cannot be predicted 
whether or what form any proposed regulation or statute will be adopted or the 
extent to which the business of the Company may be affected by such regulation 
or statute.



ITEM 2. DESCRIPTION OF PROPERTIES

	The Company's main office is currently located at 2230 Scenic Highway, 
Snellville, Georgia 30278.

	The Bank currently has three banking offices which it owns without 
encumbrance.  They are as follows:  

		Main Office
		150 S. Perry Street
		Lawrenceville, Georgia 30245

		Lilburn Office
		4700 U.S. Highway 29
		Lilburn, Georgia 30247

		Snellville Office
		2230 Scenic Highway
		Snellville, Georgia 30278

	The Bank also has one additional property, which is located at 234 
Luckie Street, Lawrenceville, Georgia 30245 and is currently leased to RE/MAX 
Gwinnett, Inc. 

	Other than normal real estate and commercial lending activities of the 
Bank, the Company generally does not invest in real estate, interests in real 
estate, real estate mortgages, or securities of or interests in persons 
primarily engaged in real estate activities. 


ITEM 3. LEGAL PROCEEDINGS

	There are no material pending proceedings to which the Company or the 
Bank is a party or to which any of their properties are subject other than 
routine litigation incidental to the Bank's business; nor are there material 
proceedings known to the Company to be contemplated by any governmental 
authority; nor are there material proceedings known to the Company, pending 
or contemplated, in which any director, officer or affiliate or any principal 
security holder of the Company, or any associate of any of the foregoing, is a 
party or has an interest adverse to the Company.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

	No matters were submitted during the fourth quarter of 1996 to a 
vote of shareholders.
	


			      PART II

ITEM  5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND 
		RELATED STOCKHOLDER MATTERS

	The information set forth under the caption "Market for Registrant's 
Common Equity and Related Stockholder Matters" in the 1996 Annual Report to 
Shareholders, is incorporated herein by reference.  The Company did not have 
any sales of unregistered securities during 1996, 1995 and 1994.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

	The information set forth under the caption "Management's Discussion 
and Analysis of Results of Operations and Financial Condition" in the 1996 
Annual Report to Shareholders, is incorporated herein by reference.


ITEM 7. FINANCIAL STATEMENTS

	The consolidated balance sheets of the Company as of December 31, 1996
and 1995, and the related consolidated statements of income, stockholders' 
equity and cash flows and notes to the consolidated financial statements for 
each of the three years in the period ended December 31, 1996, and the  report 
issued thereon by the Company's independent public accountants which are set 
forth in the 1996 Annual Report to Shareholders, are incorporated herein by 
reference.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
	FINANCIAL DISCLOSURE

	Not applicable.


				  PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; 
	COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

	The information set forth under the caption "Election of Directors" 
in the Proxy Statement utilized in connection with the Company's 1997 Annual 
Shareholders Meeting is incorporated herein by reference.


ITEM 10.EXECUTIVE COMPENSATION

	The information set forth under the caption "Executive Compensation" 
in the Proxy Statement utilized in connection with the Company's 1997 Annual 
Shareholders Meeting is incorporated herein by reference.


ITEM 11.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

	The information set forth under the caption "Principal Shareholders 
and Management" in the Proxy Statement utilized in connection with the 
Company's 1997 Annual Shareholders Meeting is incorporated herein by 
reference.


ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

	The information set forth under the caption "Certain Transactions" in 
the Proxy Statement utilized in connection with the Company's 1997 Annual 
Shareholders Meeting is incorporated herein by reference.

ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K

(a)  Exhibits

	Exhibit
	Number          Exhibit

	3.1 (1)         Articles of Incorporation.

	3.2 (1)         Bylaws.

	4.1 (1)         Instruments Defining the Rights of Security           
			Holders.  (See Articles of Incorporation at           
			Exhibit 3.1 hereto and Bylaws at Exhibit 3.2          
			hereto.)

	10.1 (1) (*)    Button Gwinnett Financial Corporation 1993 Stock     
			Incentive Plan.

	10.2 (1) (*)    Button Gwinnett Financial Corporation Non-           
			Qualified Stock Option Award (granted under the       
			Button Gwinnett Financial Corporation 1993 Stock    
			Incentive Plan).

	10.3 (1) (*)    Form of Button Gwinnett Financial Corporation  
			Incentive Stock Award (granted under the Button   
			Gwinnett Financial Corporation 1993 Stock  
			Incentive Plan).

	10.4 (2) (*)    Employment Agreement, dated as of September 9, 1994,  
			between Glenn S. White and The Bank of Gwinnett County
			and Button Gwinnett Financial Corporation.

	10.5 (2) (*)    Employment Agreement, dated as of September 9, 1994,  
			between Andrew R. Pourchier and The Bank of Gwinnett
			County  and Button Gwinnett Financial Corporation.

	13.1    (3)     Annual Report as of and for the year ended December 31,
			1996 furnished to shareholders for which certain    
			specified pages are specifically incorporated herein by
			reference.

	21.1 (1)        Subsidiary of Button Gwinnett Financial Corporation

	24.1            Power of Attorney (appears on the signature pages to 
			this Report on Form 10-KSB).

	27.1            Financial Data Schedule (for SEC use only)

____________________
	1)     Incorporated herein by reference to Exhibit of the same number 
	       in the Company's Form 10-KSB for the year ended 
	       December 31, 1993.

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

	(3)    Incorporated herein by reference to Exhibit (a) in the Company's
	       Schedule 13-E-4, dated February 20, 1997 (Commission File No.   
	       005-45683).

	(*)    Indicates a management contract or a compensatory plan or   
	       arrangement.

(b)  Reports on Form 8-K filed in the fourth quarter of 1996:  None. 

				SIGNATURES

	Pursuant to the requirements of Section 13 or 15(d) 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.



				      BUTTON GWINNETT FINANCIAL CORPORATION



				      By:_____________________________________
					     Glenn S. White
					     President

				      Date:  March 28, 1997



				 POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
on the signature page to this Report constitutes and appoints Glenn S. White or
Andrew R. Pourchier, and each of them, his or her true and lawful 
attorneys-in-fact and agents, with full power of substitution and 
resubstitution, for the undersigned and in his or her name, place, and stead, 
in any and all capacities, to sign any and all amendments to this Report, and 
to file the same, with all exhibits hereto, and other documents in connection 
herewith with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents and each of them, full power and authority to do 
and perform each and every act and thing requisite and necessary to be done in 
and about the premises, as fully to all intents and purposes as he might or 
could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents or any of them, or their or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.
       
       Pursuant to the requirements of the Securities Exchange Act of 1934, 
this Report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.

Signature                        Title                          Date


/s/                             Director                        March 28, 1997
David R. Bowen


/s/                             Director                        March 28, 1997
Robert A. Bradshaw


/s/                             Director                        March 28, 1997
James F. Brannan, Jr.


/s/                             Director                        March 28, 1997
James R. Brown


/s/                             Director                        March 28, 1997
W. Emmett Clower


/s/                             Director                        March 28, 1997
Jean A. Coppage


/s/                             Director                        March 28, 1997
Edwin F. Forrest


/s/                             Director                        March 28, 1997
David G. Hanna


/s/                             Director                        March 28, 1997
J. Richard Norton, Sr.


/s/                             Vice President/                 March 28, 1997
Andrew R. Pourchier            Secretary/Treasurer
			       Director (Principal 
			       Financial and Accounting 
			       Officer)


/s/                             Chairman of the Board/
John D. Stephens                Director                        March 28, 1997



/s/                             Director                        March 28, 1997
Judy A. Waters


/s/                             Director                        March 28, 1997
Warren O. Wheeler

				President/Director              March 28, 1997
/s/                             (Principal Executive
Glenn S. White                  Officer 


/s/                             Director                        March 28, 1997
Bobby W. Williams