U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 1999
                           Commission File No. 0-28280

                          GREATER ROME BANCSHARES, INC.
                    -----------------------------------------
                 (Name of Small Business Issuer in Its Charter)
                Georgia                              58-2117940
               ---------                            ------------
     (State or Other Jurisdiction                 (I.R.S. Employer
  of Incorporation or Organization)              Identification No.)

         1490 Martha Berry Blvd.
              Rome, Georgia                          30162-5271
        -------------------------                   ------------
 (Address of Principal Executive Offices)            (Zip Code)

                                 (706) 295-9300
                                 --------------

                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common
     Stock, $.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 the past 90 days.
     Yes X   No
        ---    ---
Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B 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 ]

State issuer's revenues for its most recent fiscal year.   $5,882,096
                                                           ----------

The  aggregate  market value of the voting  stock as of March 10, 2000,  held by
non-affiliates  is  $6,420,687  computed by  reference  to the price of the most
recent trades of the Company.

As of March 10, 2000,  the Company had 701,600 shares of common stock issued and
outstanding.

Portions of the following  documents  are  incorporated  by reference:  (1) 1999
Annual Report to  Shareholders,  into Part II; (2) Proxy  Statement  (the "Proxy
Statement") for the Annual Meeting of Shareholders to be held May 11, 2000, into
Part III.

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

<PAGE>

                                     PART I

Item 1.  Description of Business
--------------------------------

                           FORWARD LOOKING STATEMENTS

Various  statements  contained in this Annual Report which are not statements of
historical   fact   constitute   forward-looking    statements.    Examples   of
forward-looking statements include, but are not limited to:

     (1)  projections of revenues,  income or loss,  earnings or loss per share,
          the  payment or  non-payment  of  dividends,  capital  structure  and
          other financial items;
     (2)  statements of plans and objectives of the Company or its management or
          board of directors, including those relating to products or services;
     (3)  statements of future economic performance; and
     (4)  statements of assumptions underlying these 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 the  results in the  forward-looking
statements. Facts that could cause actual results to differ from those discussed
in the forward-looking statements include, but are not limited to:

    (1)  the strength of the U.S. economy in general and the strength of the
         local economies in which operations are conducted;
    (2)  the effects of and changes in trade, monetary and fiscal policies and
         laws, including interest rate policies of the Board of Governors of the
         Federal Reserve System;
    (3)  inflation, interest rate, market and monetary fluctuations;
    (4)  the timely development and acceptance of new products and service and
         perceived overall value of these products and services by users;
    (5)  changes in consumer spending, borrowing and saving habits;
    (6)  technological changes;
    (7)  acquisitions;
    (8)  the ability to increase market share and control expenses;
    (9)  the effect of changes in laws and regulations (including laws and
         regulations concerning taxes, banking, securities and insurance)with
         which the Company and its subsidiary must comply;
   (10)  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;
   (11)  changes in the Company's organization, compensation and benefit plans;
   (12)  the costs and effects of litigation and of unexpected or adverse
         outcomes in such  litigation;  and
   (13)  the Company's success at managing the risks involved in the foregoing.

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

                                     General

Greater Rome  Bancshares,  Inc. (or the "Company") was incorporated as a Georgia
corporation  on June 17,  1994,  primarily to own and control all of the capital
stock of  Greater  Rome Bank (the  "Bank").  The  Company  acquired  the Bank on
February 26, 1996,  and the Bank opened for business on the same date.  The Bank
is  chartered  under  the  laws of the  State  of  Georgia  and  engages  in the
commercial banking business.

                                       2
<PAGE>

                            Location and Service Area

The Bank  provides  general  commercial  banking  services  within Floyd County,
emphasizing  the needs of  individuals  and small- to  medium-sized  businesses.
Floyd County is located in northwest  Georgia,  almost directly in the center of
what  is  referred  to as  the  "ABC"  (Atlanta,  Birmingham,  and  Chattanooga)
triangle. Rome, the county seat of Floyd County, and the only major incorporated
area of the County, is located 60 miles northwest of Atlanta,  62 miles south of
Chattanooga,  Tennessee  and 123 miles  east of  Birmingham,  Alabama.  The 1990
census  indicated  Floyd County had a  population  of 81,251.  Recent  estimates
indicate that Floyd County has a current population of approximately 84,009 with
a median family income of $30,743 per  household.  Rome is reached via U.S. 411,
which connects to Interstate 75 at Cartersville just 25 miles southeast of Rome.
It is also served by major rail carriers and by the Richard B. Russell  Airport,
which is  located  just 7 miles  north of the Bank and  maintains  a  6,000-foot
instrument  runway  with  ILS and  VOR  approaches.  Rome  is  home  to  several
institutes  of  higher  learning  including  Berry  College  (undergraduate  and
graduate),  Shorter College  (private) and Floyd College (a two-year unit of the
University  System of Georgia).  Technical  training is available through one of
Georgia's most advanced training schools, Coosa Valley Technical Institute. Rome
is  also  home to one of the  state's  most  prestigious  private  schools,  The
Darlington  School,  which offers  kindergarten  through 12th grade and attracts
students from throughout the United States and many foreign countries.

                                Banking Services

The Bank offers a full range of deposit services that are typically available in
most banks and savings and loan associations,  including checking accounts,  NOW
accounts,  savings  accounts,  money  market  accounts  and time  deposits.  The
transaction accounts and time certificates of deposit are tailored to the Bank's
principal  market area at rates  intended to be  competitive to those offered in
the area. In addition,  the Bank offers Individual  Retirement  Accounts (IRAs).
All deposit accounts are insured by the FDIC up to the maximum amount allowed by
law (generally,  $100,000 per depositor subject to aggregation  rules). The Bank
solicits  these  accounts  from   individuals,   businesses,   associations  and
organizations, and governmental entities.

The Bank offers a full range of  short-to-medium  term  commercial  and personal
loans.  Commercial  loans include both secured and  unsecured  loans for working
capital (including  inventory and receivables),  business  expansion  (including
acquisition  of real estate and  improvements),  and purchase of  equipment  and
machinery.  Consumer  loans include  secured and  unsecured  loans for financing
automobiles,  other consumer goods,  home  improvements,  education and personal
investments.  Additionally,  the Bank  offers  loans for  community  development
and/or  improvement.  The Bank  also  originates  and  holds  or sells  into the
secondary  market  fixed  and  variable  rate  mortgage  loans  and real  estate
construction and acquisition loans. The Bank's lending activities are subject to
a variety of lending  limits  imposed by state law.  All loans to  directors  or
executive officers of the Bank are approved by the Bank's board of directors and
are made on terms no more  favorable  than  would be  available  to a person not
affiliated with the Bank. See "Lending Activities."

The Bank also  engages in  investment  activities.  It is  authorized  to invest
without limit in  obligations  of the United States or any state or  territorial
government  or any  agency of such  governments  or in any  securities  that are
guaranteed  as to  principal  and  interest  by  such  governments.  Subject  to
limitations,  the Bank may also invest in investment grade securities  issued by
political  subdivisions,  in deposits in other  financial  institutions,  and in
certain  types  of  commercial  paper.  The  Bank  concentrates  its  investment
activities primarily in intermediate term government and agency securities.

Other bank  services  include cash  management  services,  safe  deposit  boxes,
travelers'  checks,  direct deposit of payroll and social security  checks,  and
automatic drafts for various accounts.  The Bank is a member of a shared network
of  automated  teller  machines  that may be used by Bank  customers  throughout
Georgia and other regions.

                                       3
<PAGE>

                               Lending Activities

General

The Bank offers a range of lending services,  including real estate,  commercial
and consumer loans,  to individuals  and small- to  medium-sized  businesses and
professional  concerns that are located in or conduct a  substantial  portion of
their business in the Bank's market area.

Credit Risk

There are various risks inherent in making all loans. A principal  economic risk
inherent in making loans is the  creditworthiness  of the borrower.  Other risks
inherent in making loans include the following:

    - risks with respect to the period of time over which loans may be repaid;
    - risks resulting from changes in economic and industry conditions;
    - risksinherent in dealing with individual borrowers; and
    - in the case of a collateralized loan, risks resulting from uncertainties
      as to the future value of the collateral.

Management  maintains an allowance for loan losses based on, among other things,
an evaluation of economic  conditions and regular reviews of  delinquencies  and
loan  portfolio  quality.  Based upon these  factors,  management  makes various
assumptions  and  judgments  about  the  ultimate  collectibility  of  the  loan
portfolio  and  provides an  allowance  for  potential  loan losses based upon a
percentage  of the  outstanding  balances  and for  specific  loans  when  their
ultimate collectibility is considered questionable.  Various specific risks with
regard to each category of loans are described under the separate subheading for
each type of loan below.

Real Estate Loans

Loans secured  generally by first or second  mortgages on real estate are one of
the primary  components  of the Bank's loan  portfolio.  These loans  consist of
commercial real estate loans,  construction and development  loans,  residential
real estate loans and home equity  loans.  Loan terms  generally  are limited to
five years and often do not exceed three years,  although  installment  payments
may be structured up to a fifteen-year amortization basis. Interest rates may be
fixed or adjustable,  and tend to be fixed in the case of three-year  term loans
and adjustable in the case of five-year term loans.  The Bank generally  charges
an origination fee.  Management attempts to reduce credit risk in the commercial
real estate portfolio by emphasizing loans on  owner-occupied  office and retail
buildings where the loan-to-value  ratio,  established by qualified  appraisals,
will generally not exceed 80%. In addition, the Bank typically requires personal
guarantees of the principal  owners of the property  backed with a review by the
Bank of the principal  owner's personal  financial  statements.  A number of the
loans  that  are  classified  as  commercial  real  estate  loans  are  actually
commercial  loans  for  which a  security  interest  in real  estate is taken as
additional  collateral.  These loans are  underwritten  as  commercial  loans as
described  below.  The principal  economic risk associated with each category of
loans,  including  real  estate  loans,  is the  creditworthiness  of the Bank's
borrowers.  The risk  associated with real estate loans varies with many factors
including employment levels and fluctuations in the value of real estate.

The Bank also originates  one-to-four  family  residential real estate loans for
sale into the  secondary  market.  This  provides  long term home  financing for
qualified customers and generates  origination fee income for the Bank. The Bank
limits  interest  rate and credit risk on these loans by locking in the interest
rate  for each  loan  with the  secondary  market  investor  and  receiving  the
investor's underwriting approval prior to closing the loan.

                                       4
<PAGE>

Commercial Loans

The Bank makes loans for  commercial  purposes in various  lines of  businesses.
Equipment  loans  are  typically  made  for a term  of up to  five  years  (more
typically three years) at fixed or variable rates, with the loan fully amortized
over the term and secured by the financed  equipment with a loan-to-value  ratio
of 80% or  less.  Working  capital  loans  are  made  for a term  typically  not
exceeding one year, and are usually  secured by accounts  receivable,  inventory
and/or personal guarantees of the principals of the business,  and bear interest
at floating rates which are payable monthly,  or less typically,  quarterly.  In
the case of the loans secured by accounts receivable or inventory,  principal is
repaid as the assets  securing the loan are  converted  into cash,  and in other
cases, principal is due at maturity. The principal economic risk associated with
each category of loans,  including  commercial loans, is the creditworthiness of
the  borrowers.  The risk  associated  with  commercial  loans  varies with many
factors  including  the economy in the Bank's  lending area. In addition many of
the Bank's  commercial  loans are made to small- to medium-sized  businesses and
professionals  who  may be less  able to  withstand  competitive,  economic  and
financial conditions than larger borrowers.

Consumer Loans

The Bank makes a variety of loans to  individuals  for  personal  and  household
purposes,  including  secured and  unsecured  installment  and term loans,  home
equity  loans and lines of credit and  revolving  lines of credit.  These  loans
typically carry balances of less than $35,000 and, in the case of  non-revolving
loans,  are either amortized over a period not exceeding 60 months or are 90-day
term loans,  and in each case bear interest at a fixed rate. The revolving loans
bear  interest  at a fixed or  variable  rate and  require  monthly  payments of
interest  and a  portion  of  the  principal  balance  (typically  2-3%  of  the
outstanding balance). The underwriting criteria in the case of home equity loans
and lines of  credit,  is the same as  applied  by the Bank when  making a first
mortgage  loan, as described  above,  and home equity lines of credit  typically
terminate  ten years after their  origination.  As with the other  categories of
loans,  the  principal  economic  risk  associated  with  consumer  loans is the
creditworthiness of the Bank's borrowers.

Loan Approval and Review

The Bank's loan approval  policies provide for various levels of officer lending
authority. When the aggregate outstanding loans to a single borrower exceed that
individual officer's lending authority, the loan request requires prior approval
of the President or senior loan officer.  Any loan in excess of the  President's
or senior loan officer's authority requires prior approval by the loan committee
of the  Bank's  board  of  directors.  The  Bank has a  continuous  loan  review
procedure  involving  several  Bank  officers.  The  procedures  are designed to
provide early  identification of credit quality problems.  All loan officers are
charged  with the  responsibility  of rating each of their  loans and  reviewing
those loans on a periodic  basis,  the  frequency of which will  increase as the
quality of the loan decreases.

                                       5
<PAGE>

Lending Limit

Under the  Financial  Institutions  Code of Georgia,  the Bank is limited in the
amount  it can loan to a  single  borrower  (including  the  borrower's  related
interests) by the amount of the Bank's statutory  capital base. The limit is 15%
of the  statutory  capital base unless each loan in excess of 15% is approved by
the Bank's  board of directors  and the entire  amount of the loan is secured by
good  collateral or other ample  security.  In no event may the amount loaned to
any borrower exceed 25% of the Bank's statutory capital base.

At December 31, 1999,  the Bank's lending limit was  approximately  $975,000 for
loans  not  fully  secured  plus an  additional  $650,000  (or an  aggregate  of
approximately  $1.625  million)  for loans  fully  secured.  These  limits  will
increase  and  decrease  as the Bank's  statutory  capital  base  increases  and
decreases.  If a borrower's credit needs exceeds these limits, the Bank seeks to
sell  participations  in the loan to the  extent  necessary  to  maintain  these
lending limits.

                                   Competition

The Bank competes with other commercial  banks,  savings and loan  associations,
credit  unions and money  market  mutual  funds  operating  in Floyd  County and
elsewhere.  As of June 1999, nine  FDIC-insured  institutions  were operating in
Floyd County.  A number of these  competitors are well  established in the Floyd
County  area.  Most of them have  substantially  greater  resources  and lending
limits  and may have a lower  cost of funds  than the Bank.  These  banks  offer
various  services,  such as extensive and established  branch networks and trust
services, which the Bank does not now provide. Management believes that the Bank
can compete  effectively with these  institutions but cannot assure that it will
do so.

                                    Employees

The Bank had 34 equivalent  full-time employees on December 31, 1999. The Bank's
employees are not subject to a collective bargaining agreement.  The Company has
no employees  other than its  officers,  none of whom receive  compensation  for
their  services to the Company.  The Company  reimburses the Bank for management
services  performed  by the Bank's  officers.  The Company  conducts no business
other than serving as the holding  company for the Bank.  The Company  currently
has three officers:

o        Thomas D. Caldwell, III, President and Chief Executive Officer;
o        Robert L. Berry, Secretary; and
o        E. Grey Winstead, III, Chief Financial Officer.

                                       6
<PAGE>

                             STATISTICAL INFORMATION

The following  tables set forth  statistical  information  and should be read in
conjunction with the financial statements of Greater Rome Bancshares, Inc.

I. Distribution of Assets, Liabilities, and Stockholders' Equity; Interest
   Rates and Interest Differential
<TABLE>
<CAPTION>

                                          1999           1998         1999         1998          1999         1998
                                         Average        Average      Income/       Income/       Yield         Yield
                                         Balance        Balance     (Expense)    (Expense)    (Rate Paid)  (Rate Paid)
                                         -------        -------     ---------    ---------    -----------  -----------
     <S>                             <C>              <C>           <C>          <C>            <C>           <C>
     Loans                            $  47,646,549   36,596,138    4,557,789     3,659,279       9.57%       10.00%
     Taxable investment securities        9,951,091   10,247,085      609,413       625,781       6.12%        6.11%
     Non-taxable investment
       securities                         2,207,439      294,164       91,956        12,183       4.17%        4.14%
     Interest bearing deposits
       in other banks                     1,344,290      706,613       65,032        37,611       4.84%        5.32%
     Federal funds sold                   2,911,982    2,118,499      146,460       114,510       5.03%        5.41%
                                         ---------------------------------------------------------------------------
          Average earning assets      $  64,061,351   49,962,499    5,470,650     4,449,364       8.54%        8.91%
                                         ---------------------------------------------------------------------------

     Cash & due from banks                1,507,451    1,140,369
     Premises and
       equipment                          2,720,743    2,569,013
     Other assets                         1,640,006      699,191
                                         -----------------------
          Average total assets        $  69,929,551   54,371,072
                                         -----------------------

     Interest bearing demand deposits     4,483,770    3,381,823      (92,527)      (64,355)    -2.06%       -1.90%
     Savings and money market
       deposits                           9,031,565    6,736,847     (309,925)     (261,753)    -3.43%       -3.89%
     Time deposits                       35,489,652   27,189,134   (1,865,575)   (1,573,504)    -5.26%       -5.79%
     Borrowed funds                       6,423,165    4,399,261     (363,439)     (247,622)    -5.66%       -5.63%
                                         --------------------------------------------------------------------------
          Average interest bearing
          liabilities                 $  55,428,152   41,707,065   (2,631,466)   (2,147,234)    -4.75%       -5.15%
                                         --------------------------------------------------------------------------

     Non-interest bearing deposits        6,510,773    5,261,746
     Other liabilities                      306,446      293,186
     Stockholders' equity                 7,067,426    6,618,419
                                          ----------------------
          Average total liabilities
          and equity                  $  69,312,797   53,880,416
                                         -----------------------

                                         --------------------------------------------------------------------------
     Net interest income yield on
     average earning assets           $  64,061,351   49,962,499    2,839,184     2,302,130       4.43%      4.61%
                                         --------------------------------------------------------------------------
</TABLE>

Notes:
1. Non-accruing loans are included in the average balances. Average non-accruing
   loans were $77,811 in 1999 and were $88,014 in 1998.
2. Loan fees are included in the interest income computation and were $94,754 in
   1999 and $187,642 in 1998.
                                       7
<PAGE>

The following  table sets forth a summary of the changes in interest  income and
interest expense resulting from changes in volume and rates from 1998 to 1999.
<TABLE>
<CAPTION>

                                                                                       Increase/(Decrease)
                                                                                       -------------------
                                                                               Net        Due to          Due to
                                                                             Change      Rate (1)       Volume (1)
                                                                             ------      --------       ----------
<S>                                                                 <C>                  <C>             <C>
Interest Earning Assets
Loans                                                                $       898,510     (164,562)       1,063,072
Taxable investment securities                                                (16,368)       1,755          (18,123)
Non-taxable investment securities                                             79,773           72           79,701
Interest bearing deposits in other banks                                      27,421       (3,711)          31,132
Federal funds sold                                                            31,950       (8,426)          40,376
                                                                           ---------     ---------       ---------
       Total Interest Income                                               1,021,286     (174,872)       1,196,158
                                                                           =========     =========       =========

Interest Bearing Liabilities
Interest bearing demand deposits                                              28,172       22,375
Savings and money market deposits                                             48,172      (33,232)          81,404
Time deposits                                                                292,071     (154,431)         446,502
Borrowed funds                                                               115,817        1,306          114,511
                                                                           ---------     ---------       ---------
       Total Interest Expense                                                484,232     (180,560)         664,792
                                                                           ---------     ---------       ---------
Net Interest Income                                                  $       537,054        5,688          531,366
                                                                           =========     =========       =========
</TABLE>

 (1)  The  changes  in  interest  income and  expense  not due solely to rate or
      volume have been allocated  proportionately to the rate and volume amounts
      calculated before allocation.

II.   Investment Portfolio

Refer to note (2) Investment  Securities of the Notes to Consolidated  Financial
Statements  included in the 1999 Annual Report,  which is incorporated herein by
reference.

The weighted average tax equivalent yield of investment  securities  maturing in
one year or less as of December  31, 1999 was 5.95%.  The  weighted  average tax
equivalent yield of investment  securities maturing from one to five years as of
December  31,  1999 was 6.18%.  The  weighted  average tax  equivalent  yield of
investment  securities  maturing in greater  than five years as of December  31,
1999 was 6.05%

                                       8
<PAGE>

III.  Loan Portfolio
<TABLE>
<CAPTION>

                                              12/31/99            12/31/98
               Loan Types                     Balance             Balance
               ----------                     -------             -------
<S>                                   <C>                   <C>
      Commercial                      $       13,438,239    $     11,518,652

      Real estate - construction               2,534,684           1,226,296

      Real estate - mortgage                  27,356,312          19,271,316

      Consumer loans                          12,490,147           9,960,566
                                             -----------          ----------

                              Total   $       55,819,382     $    41,976,830
                                              ==========          ==========
</TABLE>
<TABLE>
<CAPTION>
                                                           Maturity and Repricing by Type

                                    Due in 1 year          Due from 1 through 5 years        Due after 5 years
                                    -------------          --------------------------        -----------------
                              Fixed rate  Variable rate   Fixed rate    Variable rate    Fixed rate  Variable rate
                              ----------  -------------   ----------    -------------    ----------  -------------
<S>                         <C>             <C>           <C>             <C>            <C>          <C>
Commercial                  $ 5,514,072     1,589,617     5,515,759       733,773        85,018          -

Real estate -
  construction                2,390,544        41,197       102,943          -             -             -

Real estate -
  mortgage                    5,940,125     2,747,588    18,022,298       315,002           850       330,448

Consumer loans                6,030,639       320,185     5,716,792       303,342        72,540        13,068
                            -----------   -----------   -----------   -----------   -----------   -----------
              Total $        19,875,380     4,698,587    29,357,792     1,352,117       158,408       343,516
                            ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>

The  maturity  distribution  is less than the total at year-end by the amount of
non-accrual loans totaling $33,582.

 Risk Elements
<TABLE>
<CAPTION>
                                                               1999         1998
                                                               ----         ----
Nonaccrual, Past Due and Restructured Loans
-------------------------------------------
<S>                                                       <C>            <C>
Nonaccrual loans                                          $    33,582    150,599
Accruing loans contractually past due 90 days or more     $      -          -
Troubled debt restructurings                              $   165,583       -
</TABLE>

The amount of  interest  that would  have been  included  in income on the above
non-accrual  loans if they had been current in  accordance  with their  original
terms was $4,204 in 1999 and $9,434 in 1998.  The  amount of  interest  that was
included  in  interest  income on the above loans was $883 in 1999 and $8,572 in
1998.

The Bank's policy is to place loans on  non-accrual  status when it appears that
the  collection of principal  and interest in  accordance  with the terms of the
loan is  doubtful.  Any loan that  becomes 90 days past due as to  principal  or
interest is automatically  placed on non-accrual,  unless  corrective  action is
certain and imminent.

                                       9
<PAGE>

IV. Summary of Loan Loss Experience
<TABLE>
<CAPTION>
    Allowance for possible loan losses                  1999             1998
    ----------------------------------                  ----             ----
<S>                                                 <C>                 <C>
Balance at the beginning of the period             $    569,185         480,544
Charge-offs:
    Commercial                                             -            107,607
    Real estate - mortgage                                 -              2,924
    Consumer loans                                       63,025          77,925
                                                     ----------      ----------
    Total                                                63,025         188,456
                                                     ----------      ----------
Recoveries:
    Consumer loans                                       37,210          21,457
                                                     ----------      ----------
    Total                                                37,210          21,457
                                                     ----------      ----------
Net charge-offs:                                         25,815         166,999
Additions charged to operations                         140,761         255,640
                                                     ----------      ----------
Balance at end of period                           $    684,131         569,185
                                                     ==========      ==========
Average loans outstanding                          $ 47,646,549      36,596,138
Ratio of net charge-offs to average loans                 0.05%           0.46%
Ratio of allowance to average loans                       1.44%           1.56%
</TABLE>

The  provision  for loan losses was $140,761 for 1999,  down $114,879 from 1998.
Until the fourth  quarter of 1998,  the  provision for loan losses was primarily
determined by reference to a target ratio.  Management had used this method,  by
reference to peer information, in order to build the loss reserve for the Bank's
new loan portfolio. More traditional methods of determining loan loss provisions
are based on  historical  loan  portfolio  performance,  including  analysis  of
historical  charge-offs  and  recoveries,  detailed  loan reviews and  portfolio
reviews, loan growth and changing economic conditions. Under the revised policy,
management  and the board  evaluate  the  adequacy of the loan loss reserve on a
quarterly basis. This evaluation  considers historical loan losses by risk grade
under each major category of loans, i.e., commercial,  real estate and consumer.
It also  considers  current  portfolio  risk,  industry  concentrations  and the
uncertainty associated with changing economic conditions.

In addition,  management performs an on-going loan review process. All new loans
are risk rated  under loan policy  guidelines.  On a monthly  basis,  management
evaluates  the  composite  risk ratings in a model that assesses the adequacy of
the current allowance for loan losses,  and management  presents this evaluation
to the board of  directors  each month.  Management  performs  loan  reviews for
compliance with underwriting policy on new loans and presents the review results
in the weekly asset review committee  meeting.  Management also reviews past due
loans weekly and large loans are reviewed  periodically.  Management  may change
risk  ratings  if it  appears  that new loans may not have  received  the proper
initial  grading or, if on existing  loans,  credit  conditions have improved or
worsened.

The amounts  charged to operations in the provision for loan losses are based on
an annual  budget that is developed  from the most recent  monthly and quarterly
reviews.  These  amounts may be  adjusted in any period  based on the results of
more current evaluations that indicate that the allowance might be inadequate or
excessive.

                                       10
<PAGE>

Management  expects to incur  losses on loans from time to time when  borrowers'
financial conditions deteriorate.  Where feasible, loans charged down or charged
off will continue to be collected.  Management  considers the year-end allowance
adequate to cover potential losses in the loan portfolio.

Allocation of the Allowance for Loan Losses

Under the Bank's credit risk loan grading policy,  each loan in the portfolio is
assigned one of the following risk grades:

<TABLE>
<CAPTION>
                      Grade             Short Definition
                      -----             ----------------
                       <S>        <C>
                        1         Total absence of credit risk
                        2         Minimal credit risk
                        3         Average credit risk
                        4         Acceptable, but more than average credit risk
                        5         Greater than normal credit risk
                        6         Excessive credit risk
                        7         Potential loss
                        8         Uncollectable
</TABLE>

The policy provides more explicit guidance on the application of risk grades. On
a monthly  basis,  loan balances are  aggregated  for each grade and a loan loss
allowance is calculated  using factors that represent  management's  estimate of
the allowance applicable to each grade. These factors are compared to historical
charge-offs for reasonableness and adjusted as necessary.

The  approximate  anticipated  amount  of  charge-offs  for  2000 by risk  grade
assigned at the time of loan origination is:

<TABLE>
<CAPTION>
                                                     Projected
                                        Grade        Charge-offs
                                        -----        -----------
                                         <S>         <C>
                                          1          $     -
                                          2                   92
                                          3               32,008
                                          4               31,661
                                          5                8,622
                                          6                8,637
                                          7                -
                                          8                -
                                                          ------
                                        Total             81,019
                                                          ======
</TABLE>

                                       11
<PAGE>

V.   Deposits

<TABLE>
<CAPTION>
                                              Average       Average      Average   Average
                                              Balance       Balance        Rate      Rate
                                               1999          1998          1999      1998
                                               ----          ----          ----      ----
    <S>                                 <C>               <C>             <C>       <C>
    Non-interest bearing deposits       $     6,510,773    5,261,746
    Interest bearing demand deposits          4,483,770    3,381,823      2.06%     1.90%
    Savings and money market deposits         9,031,565    6,736,847      3.43%     3.89%
    Time deposits                            35,489,652   27,189,134      5.26%     5.79%
                                             --------------------------------------------
            Total average deposits      $    55,515,760   42,569,550      4.09%     4.46%
                                             ============================================
</TABLE>

As of December 31, 1999 the amount  outstanding of time  certificates of deposit
of $100,000 or more was $11,397,949. Amounts by time remaining until maturity on
time deposits of $100,000 or more were:

<TABLE>
                       <S>                             <C>
                       3 months or less                $      1,856,702
                       over 3 through 6 months                3,886,641
                       over 6 through 12 months               3,575,701
                       over 12 months                         2,078,905
                                                             ----------
                                                       $     11,397,949
                                                             ==========
</TABLE>

VI.  Return on Equity and Assets

<TABLE>
<CAPTION>
                                                          1999           1998
                                                          ----           ----

<S>                                                      <C>            <C>
     Return on average assets                             0.95%          0.69%

     Return on average equity                             9.23%          5.65%

     Dividend payout ratio                                0.00%          0.00%

     Average equity to average asset ratio               10.29%         12.17%
</TABLE>

                                       12
<PAGE>

                           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, if
applicable,   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 anybank; 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.

Under the  Riegle-Neal  Interstate  Banking and  Branching  Efficiency  Act, the
restrictions on interstate  acquisitions of banks by bank holding companies were
repealed.  As a result, 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,  in either case subject to  deposit-percentage,  aging  requirements,  and
other restrictions.

The legislation provides that unless an individual state has elected to prohibit
out-of-state  banks from  operating  interstate  branches  within its territory,
adequately  capitalized  and  managed  bank  holding  companies  will be able to
consolidate  their multistate  banking  operations into a single bank subsidiary
and  to  branch  interstate  through  acquisitions.  De  novo  branching  by  an
out-of-state bank is permitted only if it is expressly  permitted by the laws of
the host state.  Georgia does not permit de novo  branching  by an  out-of-state
bank.  Therefore,  the only method by which an out-of-state bank or bank holding
company  may enter  Georgia is through an  acquisition.  Georgia  has adopted an
interstate banking statute that removes the existing restrictions on the ability
of banks to branch interstate through mergers, consolidations and acquisitions.

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  the  Federal  Reserve
determines to be closely  related to banking or managing or  controlling  banks.


                                       13
<PAGE>

The  Gramm-Leach-Bliley  Act has added additional  financial related  activities
that may be conducted by a bank  holding  company that  qualifies as a financial
holding company. See  "-Gramm-Leach-Bliley  Act" below. 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.  The BHC Act does not place territorial
limitations on  permissible  non-banking  activities of bank holding  companies.
Despite prior  approval,  the Federal Reserve may order a holding company or its
subsidiaries  to terminate any activity or to terminate its ownership or control
of any subsidiary when the Federal Reserve has reasonable  cause to believe that
the holding company's  continued  activity,  ownership or control  constitutes a
serious risk to the financial safety, soundness, or stability of any of its bank
subsidiaries.

The bank's  deposits are insured by the FDIC to the maximum  extent  provided by
law.  The bank 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 have the 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.

Gramm-Leach-Bliley Act

On November 12, 1999,  President Clinton signed into law the  Gramm-Leach-Bliley
Act which  implements  major  changes to the  statutory  framework for providing
banking   and   other   financial   services   in   the   United   States.   The
Gramm-Leach-Bliley Act, among other things,  eliminates many of the restrictions
on affiliations  among banks and securities  firms,  insurance  firms, and other
financial  service  providers.  A  Bank  holding  company  that  qualifies  as a
financial  holding  company will be permitted to engage in  activities  that are
financial in nature or incidental or complimentary to a financial activity.  The
activities  that the  Gramm-Leach-Bliley  Act  expressly  lists as  financial in
nature include insurance activities, providing financial and investment advisory
services, underwriting securities and limited merchant banking activities.

To become  eligible for these expanded  activities,  a bank holding company must
qualify as a  financial  holding  company.  To qualify  as a  financial  holding
company,  each insured  depository  institution  controlled  by the bank holding
company must be well-capitalized, well-managed, and have at least a satisfactory
rating  under the  Community  Reinvestment  Act. In  addition,  the bank holding
company must file a  declaration  with the federal  Reserve of its  intention to
become a  financial  holding  company.  Presently,  we have no plans to become a
financial holding company.

Although  considered  to be one of  the  most  significant  banking  laws  since
Depression-era  statutes were enacted,  we do not expect the  Gramm-Leach-Bliley
Act to materially affect our products, services or other business activities. To
the extent  the  Gramm-Leach-Bliley  Act allows  banks,  securities  firms,  and
insurance  firms to affiliate,  the financial  services  industry may experience
further  consolidation.  The  Gramm-Leach-Bliley  Act may  have  the  result  of
increasing the amount of competition we face from larger financial  institutions
and other companies offering financial products and services, many of which have
substantially greater financial resources.

                                       14
<PAGE>

Payment of Dividends

The Company is a legal entity separate and distinct from the bank. The principal
sources of the Company's cash flow,  including cash flow to pay dividends to its
shareholders,  are  dividends  that the Bank pays to the Company.  Statutory and
regulatory  limitations  apply to the Bank's payment of dividends to the Company
as well as to the Company's payment of dividends to its shareholders.

If, in the opinion of the FDIC, the Bank was engaged in or about to engage in an
unsafe or unsound  practice,  the FDIC could require,  after notice and hearing,
that the Bank 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, a
depository  institution  may not pay any  dividend if payment  would cause it to
become  undercapitalized  or if it already is  undercapitalized.  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. See "-- Prompt Corrective Action."

At December 31, 1999,  under  dividend  restrictions  imposed  under federal and
state laws,  the maximum  amount of dividends that could be paid by the Bank was
$218,214.

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 in the case of the Company, and the
FDIC in the case of Bank. The Federal Reserve has established two basic measures
of capital  adequacy for bank  holding  companies:  a  risk-based  measure and a
leverage  measure.  Above holding  company must satisfy all  applicable  capital
standards 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 ratio of total capital to risk-weighted  assets is 8%. At least half
of total  capital  or  "Tier 1  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.  The
remainder may consist of subordinated debt, other preferred stock, and a limited
amount of loan loss reserves.  At December 31, 1999, the Company's  consolidated
total risk-based  capital ratio and its Tier 1 risk-based capital ratio were 13%
and 12%, respectively.

In  addition,  the  Federal  Reserve  has  established  minimum  leverage  ratio
guidelines for bank holding  companies.  These guidelines  provide for a minimum
ratio of Tier 1 Capital to average  assets,  less goodwill and 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 1% to 2%. The  Company's  leverage  ratio at December 31,
1999  was  9%.  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


                                       15
<PAGE>

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, 1999.

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  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 Reserve and the FDIC are required to consider  interest rate risk in
the evaluation of a bank's capital  adequacy when the interest rate  sensitivity
of an institution's  assets does not match the sensitivity of its liabilities or
its  off-balance-sheet  position.  The bank regulatory agencies' methodology for
evaluating  interest rate risk requires banks with excessive  interest rate risk
exposure to hold  additional  amounts of capital  against  such  exposures.  The
market  risk  rules  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.  These rules did not apply to the Company or the Bank
in 1999.

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,  the Bank.  This
support may be required at times when,  absent this Federal Reserve policy,  the
Company may not be inclined to provide it. In addition, any capital loans by the
Company to the Bank will be repaid  only after the Bank's  deposits  and certain
other  indebtedness are repaid in full. 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.

Prompt Corrective Action

The federal banking regulators are required to establish five capital categories
(well  capitalized,  adequately  capitalized,  undercapitalized,   significantly
undercapitalized,  and  critically  undercapitalized)  and are  required to take
mandatory  supervisory  actions,  and are authorized to take other discretionary
actions, with respect to institutions in the three undercapitalized  categories.
The  severity of the action  will depend upon the capital  category in which the
institution is placed.  Generally,  subject to a narrow  exception,  the banking
regulator  must 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.

                                       16
<PAGE>

The capital levels established for each of the categories are as follows:
<TABLE>
<CAPTION>
========================== ==================== ========================= ====================== ===================
                                                        Total                 Tier 1 Risk-
   Capital Category          Tier 1 Capital       Risk-Based Capital          Based Capital           Other
========================== ==================== ========================= ====================== ===================
<S>                        <C>                  <C>                       <C>                    <C>

Well Capitalized           5% or more           10% or more               6% or more             Not subject to a
                                                                                                 capital directive
-------------------------- -------------------- ------------------------- ---------------------- -------------------
Adequately Capitalized     4% or more           8% or more                4% or more                    --
-------------------------- -------------------- ------------------------- ---------------------- -------------------
Undercapitalized           less than 4%         less than 8%              less than 4%                  --
-------------------------- -------------------- ------------------------- ---------------------- -------------------
Significantly              less than 3%         less than 6%              less than 3%                  --
Undercapitalized

-------------------------- -------------------- ------------------------- ---------------------- -------------------
Critically                 2% or 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. 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 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 may treat an undercapitalized  depository  institution in the same manner
as it treats a significantly  undercapitalized institution if it determines that
those actions are necessary.

At December 31, 1999,  the Bank had the requisite  capital  levels to qualify as
well capitalized.

                                       17
<PAGE>

FDIC Insurance Assessments

Pursuant to FDICIA, the FDIC adopted a 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 system
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. The FDIC also
assigns an institution 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).  The FDIC then  determines  an  institution's
insurance  assessment  rate  based on the  institution's  capital  category  and
supervisory  category to which it is assigned.  Under the risk-based  assessment
system there are nine  combinations of capital groups and supervisory  subgroups
to which different  assessment rates are applied.  Assessment rates range from 0
to 27 cents per $100 of deposits,  depending on the institution's  capital group
and supervisory subgroup.

The FDIC may  terminate  insurance of deposits if it finds 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.

Based on the Bank's  risk  classification,  the Bank was not  required to pay an
assessment  for  deposit  insurance  in 1999,  nor will it be  required to pay a
deposit  insurance  assessment in 2000. The Bank was required to pay the special
interim Bank Insurance Fund Financing  Corporation  ("FICO")  assessment in 1999
and will also be  required  to pay this  assessment  in 2000.  During the fourth
quarter  of  1999,  the rate of this  assessment  was  $.00520  per $100 of Bank
deposits.

Proposed Legislation and Regulatory Action

New  regulations and statutes are regularly  proposed that 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 Property
-------------------------------
Main Office

     The principal place of business of both the Company and the Bank is located
at 1490 Martha Berry Blvd.,  Rome,  Georgia  30165-1618.  Construction  of a new
one-story,  9,000 square foot brick,  traditional bank building was completed in
October 1996. It includes  office space for  administration,  lending,  customer
service and new  accounts,  operations  facilities,  four  drive-through  teller
lanes,  six  stand-up  teller  windows,  and a security  vault with safe deposit
boxes.  The Bank owns the building and the 2.29 acres of graded land on which it
is located.

                                       18
<PAGE>

The  Bank  plans  to begin  construction  on a 4,000  square  foot  main  office
expansion in the fourth quarter of 2000.  The cost of the  expansion,  including
furniture, fixtures and equipment is expected to be approximately $482 thousand.
As of first quarter 2000, the board had not solicited any bids for  construction
of the main office expansion.

East Rome Office

The Bank also  operates an 1,820 square foot branch at 800 East Second Avenue in
Rome,  approximately  two miles south of the Bank's main  office.  The East Rome
Office  opened for business in the first week of June 1998. It is a full service
office with three drive-up banking lanes and has a drive-up ATM.

West Rome Office

In the third  quarter  of 1999,  the Bank  acquired a site in West Rome to begin
construction  of an  additional  branch.  It will be a full  service  office  of
approximately  1,600 square feet with two drive-up  banking lanes and a drive-up
ATM.  The site is located  approximately  four  miles  west of the  Bank's  main
office. Construction on the new facility began in the first quarter of 2000.

The West  Rome  site was  acquired  for $185  thousand.  The  total  cost of the
facility,  including  land,  site work,  furniture,  fixtures  and  equipment is
expected to be  approximately  $576 thousand.  Management  projects that the new
office should be making a contribution to earnings after  twenty-four  months of
operations  and should  position  the Bank to more fully serve the greater  Rome
market.

Item 3. Legal Proceedings
--------------------------
There are no material legal  proceedings to which the Company or the Bank or any
of their properties are subject.

Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------
No matter was submitted to a vote of security  holders during the fourth quarter
of the fiscal year covered by this report.

                                     Part II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
-----------------------------------------------------------------------------
The  information  set forth  under the  caption  "Market  for Common  Equity and
Related Stockholder Matters" in the 1999 Annual Report is incorporated herein by
reference.

Item 6. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
        of Operations
        -------------
The  information  set  forth  under the  caption  "Management's  Discussion  and
Analysis of Financial  Condition and Results of  Operations"  in the 1999 Annual
Report is incorporated herein by reference.

Item 7. Financial Statements
----------------------------
The consolidated balance sheets of the Company as of December 31, 1999 and 1998,
and the related consolidated statements of operations,  changes in stockholders'
equity, and cash flows, and notes to the consolidated  financial  statements for
each of the three years in the period ended  December  31, 1999,  and the report


                                       19
<PAGE>

issued thereon by the Company's independent public accountants,  which appear in
the 1999 Annual Report are incorporated herein by reference.

Item 8. Changes in and Disagreements with Accountants on Accounting and
------------------------------------------------------------------------
Financial Disclosure
--------------------

No change in accountants has taken place in any period subsequent to the date of
the most recent  financial  statements.  The Company  had no  disagreement  with
accountants  with  respect to  accounting  principles  or practices or financial
statement  disclosures or auditing  scope or procedure,  or  disagreements  with
regard to reportable events. The Company has had the same independent accounting
firm since its inception.

                                    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 is incorporated herein by reference.

Item 10. Executive Compensation
-------------------------------
The  information  set forth under the caption  "Executive  Compensation"  in the
Proxy Statement is incorporated herein by reference.

Item 11. Security Ownership of Certain Beneficial Owners and Management
-----------------------------------------------------------------------
The  information  set forth under the  caption  "Security  Ownership  of Certain
Beneficial Owners and Management" in the Proxy Statement is incorporated  herein
by reference.

Item 12. Certain Relationships and Related Transactions
--------------------------------------------------------
The information set forth under the caption "Related Party  Transactions" in the
Proxy Statement is incorporated herein by reference.

Item 13. Exhibits, List and Reports on Form 8-K
-----------------------------------------------
(a)  The following documents are filed as part of this report:

3.1  Articles of  Incorporation (Incorporated by reference to Exhibit 3.1 to the
     Company's Registration Statement No. 33-82858 on Form SB-2).

3.2  Bylaws   (Incorporated  by  reference  to  Exhibit  3.2  to  the  Company's
     Registration Statement No. 33-82858 on Form SB-2).

4.1  Provisions of Company's  Articles of  Incorporation and Bylaws Defining the
     Rights of  Shareholders  (Incorporated  by  reference to Exhibit 4.1 to the
     Company's Registration Statement No. 33-82858 on Form SB-2).

4.2  Form of Stock  Certificate  (Incorporated  by reference  to Exhibit to  the
     Company's Registration Statement No. 33-82858 on Form SB-2).

                                       20
<PAGE>

10.1 *Employment  Agreement  between the  Company and  Thomas  D. Caldwell,  III
     dated September 1, 1997. (Incorporated by reference to Exhibit 10.1 of  the
     Company's  Quarterly Report on Form 10-QSB for the quarter ended  September
     30, 1997).

10.2 *Greater Rome Bancshares, Inc. 1996 Stock  Incentive Plan  (Incorporated by
     reference to  Exhibit 10.12 of the  Company's Annual Report on  Form 10-KSB
     for the year-ended December 31, 1995).

10.3 *Form of Incentive  Stock Option  Agreement  (Incorporated by  reference to
     Exhibit  10.13 of the  Company's Annual Report on Form 10-KSB for the year-
     ended December 31, 1996).

10.4 *Form of  Stock  Option  Award to  Non-employee  Directors (Incorporated by
     reference to  Appendix A to the  Company's  Proxy  Statement for  the  1997
     Annual Meeting of the Shareholders held May 15, 1997).

10.5 *Employment Agreement Between the Company and  E. Grey Winstead,  Iii dated
     September 1, 1997.  (Incorporated  by  Reference  to  Exhibit  10.5 of  the
     Company's Quarterly  Report on  Form 10-Qsb for the Quarter Ended September
     30, 1997).

10.6 *Executive  Supplemental  Retirement  Plan  Agreement between the  Bank and
     Thomas D. Caldwell, III dated December 28, 1998. (Incorporated by reference
     to Exhibit 10.6 of  the  Company's Quarterly  Report on Form 10-QSB for the
     quarter ended March 31, 1999).

10.7 *Greater  Rome  Bancshares,  Inc. Board  of Directors Compensation Program,
     dated October 14, 1999.

13.1 1999 Annual Report to Shareholders

21.1 Subsidiaries of the  Registrant ( Incorporated by reference to Exhibit 21.1
     of the Company's  Annual  Report on Form 10-KSB for the year ended December
     31, 1996).

27.1 Financial Data Schedule (for S.E.C. use only).
-----------

* Indicates a management contract or compensatory arrangement.

(b)  Reports on Form 8-K
     -------------------
        No reports on Form 8-K were filed during the fourth  quarter of the year
ended December 31, 1999.

                                       21
<PAGE>

                                   SIGNATURES

In accordance with the  requirements of Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                       GREATER ROME BANCSHARES, INC.

                                       By:/s/ Thomas D. Caldwell, III
                                          ---------------------------
                                              Thomas D. Caldwell, III, President
Date: March 26, 2000

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>

                Signature                                    Title                                    Date
                ---------                                    -----                                    ----
<S>                                                        <C>                                   <C>
/s/ Robert L. Berry                                        Director                              March 27, 2000
-------------------
Robert L. Berry

/s/ Frank A. Brown, Jr.                                    Director                              March 27, 2000
-----------------------
Frank A. Brown, Jr.

/s/ Thomas D. Caldwell, III                       Chairman, CEO and President                    March 27, 2000
---------------------------
Thomas D. Caldwell, III                          (Principal Executive Officer)

/s/ Gene G. Davidson                                       Director                              March 27, 2000
--------------------
Gene G. Davidson

/s/ Henry Haskell Perry                                    Director                              March 27, 2000
-----------------------
Henry Haskell Perry

/s/ Bradford Lee Riddle                                    Director                              March 27, 2000
-----------------------
Bradford Lee Riddle

/s/ M. Wayne Robinson                                      Director                              March 27, 2000
---------------------
M. Wayne Robinson

/s/ Dale G. Smith                                          Director                              March 27, 2000
-----------------
Dale G. Smith

/s/ Paul E. Smith                                          Director                              March 27, 2000
-----------------
Paul E. Smith

/s/ W. Fred Talley                                         Director                              March 27, 2000
------------------
W. Fred Talley

/s/ Martha Berry Walstad                                   Director                              March 27, 2000
------------------------
Martha Berry Walstad

/s/ E. Grey Winstead, III                           Chief Financial Officer                      March 27, 2000
-------------------------
E. Grey Winstead, III                         (Principal Financial and Accounting
                                                           Officer)
</TABLE>

                                       22
<PAGE>

                          GREATER ROME BANCSHARES, INC.

      Form 10-KSB Annual Report for the Fiscal Year ended December 31, 1999

                                INDEX TO EXHIBITS

 <TABLE>
<CAPTION>
   Exhibit
   Number                                              Description                                      Sequential Page
   -------                                             -----------                                      ---------------
<S>           <C>                                                                                                 <C>

          3.1  Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company's
               Registration Statement No. 33-82858 on Form SB-2).                                                  N/A

          3.2  Bylaws (Incorporated by reference to Exhibit 3.2 to the Company's Registration Statement
               No. 33-82858 on Form SB-2).                                                                         N/A

          4.1  Provisions of Company's Articles of Incorporation and Bylaws Defining the Rights of
               Shareholders (Incorporated by reference to Exhibit 4.1 to the Company's Registration
               Statement No. 33-82858 on Form SB-2).                                                               N/A

          4.2  Form of Stock  Certificate  (Incorporated by reference to Exhibit 4.2 to the Company's
               Registration Statement No. 33-82858 on Form SB-2).                                                  N/A

         10.1  *Employment Agreement between the Company and Thomas D. Caldwell, III dated September 1, 1997.
               (Incorporated  by  reference  to Exhibit 10.1 of the Company's Quarterly Report on Form 10-QSB
               for the quarter ended September 30, 1997).                                                          N/A

         10.2  *Greater Rome Bancshares, Inc. 1996 Stock Incentive Plan (Incorporated by reference to
               Exhibit 10.12 of the Company's Annual Report on Form 10-KSB for the year ended December 31,
               1995).                                                                                              N/A

         10.3  *Form  of  Incentive  Stock  Option  Agreement  (Incorporated  by reference to Exhibit
               10.13 of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1996).          N/A

         10.4  *Form of Stock Option Award to Non-employee Directors (Incorporated by reference to
               Appendix A to the Company's Proxy Statement for the 1997 Annual Meeting of the Shareholders
               held May 15, 1997).                                                                                 N/A

         10.5  *Employment Agreement between the Company and E. Grey Winstead, III dated September 1,
               1997. (Incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form
               10-QSB for the quarter ended September 30, 1997).                                                   N/A

         10.6  *Executive Supplemental Retirement Plan Agreement between the Bank and Thomas D. Caldwell,
               III dated December 28, 1998. (Incorporated by reference to Exhibit 10.6 of the Company's
               Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999).                              N/A

         10.7  *Greater Rome Bancshares, Inc. Board of Directors Compensation Program, dated October 14,
               1999.

         13.1  1999 Annual Report to Shareholders.

         21.1  Subsidiaries  of the  Registrant  (Incorporated  by  reference to Exhibit 21.1 of the
               Company's  Annual  Report on Form 10-KSB for the year ended December 31, 1996).                     N/A

         27.1  Financial Data Schedule (for S.E.C. use only).
</TABLE>
------------------

*        Indicates a management contract or compensatory arrangement.

                                       23