FORM 10-QSB
                                   
               U. S. Securities and Exchange Commission
                        Washington, D.C. 20549

(Mark One)
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)OF THE  SECURITIES EXCHANGE
     ACT  OF 1934.

             For the quarterly period ended December 31, 1997

[  ] TRANSITIONS REPORT UNDER SECTION 13 OR 15(d)OF THE  SECURITIES EXCHANGE 
     ACT OF 1943.

          For the transition period from ___________ to _________

                 Commission file number   0-16657         

                        FIRST GEORGIA HOLDING, INC.

     Georgia                                           58-1781773
-------------------------------                     --------------------
(State or other jurisdiction                        (I.R.S. Employer
or incorporation or organization)                    Identification Number)

                          1703 Gloucester Street
                         Brunswick, Georgia 31520

                               (912) 267-7283
                        (Issuer's telephone number)

Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file 
such reports), and (2) has been subject to such filing requirements for the 
past 90 days.    Yes  X   No      
                    ----    ----

Number of shares of Common Stock outstanding as of December 31, 1997.


                              3,052,319
                                   
                                   
<PAGE>                                   

                                   
                                PART I
                        FINANCIAL INFORMATION

The consolidated financial statements of First Georgia Holding, Inc.
filed as a part of this report are as follows:

                                                                  Page

Consolidated Balance Sheets as of
 December 31, 1997 and September 30, 1997                           3  


Consolidated Income Statements for the 
 Three Months Ended December 31, 1997 & 1996                        4

Consolidated Cash Flow Statements for
 the Three Months ended December 31, 1997 & 1996.                   5


Notes to Consolidated Financial Statements                          6


Management's Discussion and Analysis of 
 Consolidated Statements of Financial 
 Condition and Results of Operations                                7

                                   
                                   
                               PART II
                                   
Item 6.   Exhibits and reports on Form 8-K                         15

                                      2
<PAGE>                                   
                     FIRST GEORGIA HOLDING, INC.
                     CONSOLIDATED BALANCE SHEETS


                                                 12/31/97          9/30/97
                                                -------------   ------------
Assets:                                                     

Cash and cash equivalents                   $      4,117,965      2,985,350

Interest bearing deposits in other banks             145,757      1,523,777

Investment securities held to maturity,                     
fair value approximately $10,296,000 at                                    
December 31, 1997 and $9,692,000 at               10,186,389      9,634,453
September 30, 1997                                          

Loans receivable, net                            144,318,892    137,864,633

Real estate owned                                    423,000        423,000

Federal Home Loan Bank stock, at cost              1,160,300      1,160,300

Premises and equipment, net                        3,282,079      3,181,618

Accrued interest receivable                          992,540        960,160

Intangible assets, net                             1,001,785      1,029,715

Other assets                                         757,568        938,491
                                                -------------- -------------
                                            $    166,386,275    159,701,497
                                                ============== =============
                                                            

Liabilities and Stockholders' Equity                        

Liabilities:                                                

Deposits                                    $    133,766,998    129,889,936

Federal Home Loan Bank advances                   13,700,000     14,350,000

Other borrowed money                               3,000,000         -        

Accrued interest payable                             520,248        496,305

Accrued expenses and other liabilities             1,586,968      1,617,986
                                                -------------  -------------
                                                 152,574,214    146,354,227
                                                -------------  -------------
Stockholders' Equity                                        

Common stock, $1.00 par value; 10,000,000                   
shares authorized; 3,052,319 shares                                        
issued and outstanding at December 31,            
1997 and September 30, 1997                        3,052,319      3,052,319

Additional paid-in capital                         4,223,197      4,223,197

Retained earnings                                  6,536,545      6,071,754
                                                -------------  -------------
                                                  13,812,061     13,347,270
                                                -------------  -------------
                                            $    166,386,275    159,701,497
                                                ============   =============
                                                            
See accompanying notes to consolidated financial statements

                                   3
<PAGE>

                        FIRST GEORGIA HOLDING, INC.
                      CONSOLIDATED INCOME STATEMENTS


                                                      12/31/97    12/31/96
                                                   ------------ ------------
Interest Income:                                               

Interest on loans                                $    3,356,763   2,878,821

Interest on investments                                 182,827     160,392

Other interest income                                    12,566      79,385
                                                    ------------ -----------
  Total interest income                               3,552,156   3,118,598
                                                    ------------ -----------
                                                               

Interest Expense:                                              

Interest on deposits                                  1,659,487   1,555,457

Interest on borrowings                                  225,043     179,126
                                                    ------------ -----------
  Total interest expense                              1,884,530   1,734,583
                                                    ------------ -----------
                                                               

Net interest income                                   1,667,626   1,384,015

Provision for loan losses                                 1,127      10,408
                                                    ------------ -----------
 Net interest income after 
  provision for loan losses                           1,666,499   1,373,607
                                                    ------------ -----------
                                                               

Other Income:                                                  

Loan servicing fees                                     187,759     100,543

Deposit service charges                                 234,409     156,878

Other operating income                                   10,807       7,945
                                                     ----------- -----------
  Total other income                                    432,975     265,366
                                                     ----------- -----------
                                                               

Other Expenses:                                                

Salaries and employee benefits                          672,323     564,287

Premises and occupancy costs                            285,172     257,064

Amortization of intangibles                              27,930      32,934

Federal insurance premiums                               19,942      67,586

Other operating expense                                 347,957     238,066
                                                     ----------- -----------
 Total other expenses                                 1,353,324   1,159,937
                                                     ----------- -----------
Income before income taxes                              746,150     479,036

Income taxes                                            281,357     175,536
                                                      ---------- -----------
NET INCOME                                       $      464,793     303,500
                                                      ========== ===========
                                                               
Income per share of common stock                 $         0.15        0.10
                                                      ========== ===========
                                                               
Weighted average number of shares outstanding         3,052,319   3,052,319
                                                      --------- ------------
See accompanying notes to consolidated financial statements.
          
                                    4
<PAGE>
                        FIRST GEORGIA HOLDING, INC.
                     CONSOLIDATED CASH FLOW STATEMENTS


                                                 THREE MONTHS ENDED DECEMBER 31,
                                                 -------------------------------
                                                          1997       1996
                                                 -------------------------------
OPERATING ACTIVITIES:                                          

 Net Income                                      $      464,793     303,505

 Adjustments to reconcile net income to net                    
cash provided by operations:                                   

   Provision for loan losses                              1,127      10,408

   Depreciation and amortization                         99,515      98,468

   Amortization of intangibles                           27,930      32,934

   Amortization of deferred loan fees                   (24,478)    (56,405)

   FHLB stock redemption                                   -        415,400

   (Increase) Decrease in accrued interest receivable   (31,289)    (52,029)

   Increase (decrease) in other assets                  180,921     376,191

   Increase (decrease) in accrued expenses and              
     other liabilities                                   (7,075)    151,945
                                                      ----------- ----------
Net cash provided by operating activities               711,444   1,280,417
                                                      ----------- ----------
                                                               

INVESTING ACTIVITIES:                                          

 Principal payments received on 
  mortgage-backed securities                           146,703      406,435

 Maturities of investment securities                    -          998,750

 Purchase of investment securities                    (698,353)        -

 Loan originations, net of principal payments       (6,430,908) (1,493,314)

 Purchase of premises and equipment                   (201,353)    (90,639)

 Proceeds from the sale of real estate acquired       
  in settlement of loans                                 -          93,640
                                                    ----------- ------------
Net cash used by investing activities               (7,183,911)    (85,128)
                                                    ----------- ------------
                                                               

FINANCING ACTIVITIES:                                          

Net increase (decrease) in deposits                   3,877,062   3,842,841

(Repayments of) proceeds from other borrowings        3,000,000        -

Proceeds from FHLB advances                           2,750,000        -

Repayments of FHLB advances                          (3,400,000)   (500,000)

Cash dividends paid                                        -       (162,793)
                                                     ----------- -----------
Net cash provided by financing activities             6,227,062   3,180,048
                                                     ----------- -----------
Increase in cash and cash equivalents                 (245,405)   4,375,337

Cash and cash equivalents at beginning of year        4,509,127   5,910,678
                                                     ----------  ----------
Cash and cash equivalents at end of quarter      $    4,263,722  10,286,015
                                                     ==========  ==========
                                                               
See accompanying notes to consolidated financial schedules  

                                   5
<PAGE>     
                                     
                        FIRST GEORGIA HOLDING, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)       BASIS OF PRESENTATION

     
     In the opinion of Management, the accompanying unaudited consolidated 
financial statementscontain all adjustments necessary to present fairly the 
financial position of First Georgia Holding, Inc. as of December 31, 1997 and
September 30, 1997.  Also included are the results of its operations and
changes in financial position for the three months ended December 31, 1997 &
1996.  The results of operations for the interim periods presented are not 
necessarily indicative of the results to be expected for the full year.

     For further information, refer to the consolidated financial statements
and footnotes thereto included in the Bank's Annual Report to Shareholders, 
incorporated by reference into the Company's Form 10-KSB for the year ended 
September 30, 1997.
     
(2)  EARNINGS PER SHARE

     Earnings per common share were computed using the weighted average number
of shares outstanding during the period as shown on the face of the Consolidated
Income Statements.

                                   6
<PAGE>                                     
                                     
                        FIRST GEORGIA HOLDING, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY
     
     First Georgia Bank (the Bank) has traditionally maintained levels
of liquidity above levels required by regulatory authorities.  As a member of 
the Federal Home Loan Bank System, the Bank is required to maintain a daily 
average balance of cash and eligible liquidity investments equal to a monthly
average of 4% of withdrawable savings and short-term borrowings.  The Bank's 
liquidity level was 4.36% and 4.38% at December 31, 1997 and September 30, 1997,
respectively. 

     The Bank's operational needs, demand for loan disbursements, and savings
withdrawals can be met by loan principal, interest payments received, new 
deposits, and excess liquid assets.   Significant loan demand, deposit 
withdrawal, increased delinquencies, and increased real estate acquired in
settlement of loans (REO) could alter this condition.  Management does not
foresee any liquidity problems for 1997.

CAPITAL RESOURCES

     The following is a reconciliation at December 31, 1997 of the Bank's
equity capital to regulatory capital, under generally accepted accounting 
principles:

     First Georgia Bank
       Stockholders' Equity                       13,712,000

     Less:
       Intangible Assets                           1,002,000
                                                 ------------
                                                  12,710,000

     Plus:
       Qualifying intangible assets                1,002,000
                                                 ------------
          Core Capital                            13,712,000

     Plus:
      Supplemental Capital                         1,026,000
                                                 ------------
          Risk-based Capital                      14,738,000
                                                 ============

     Current regulations require institutions to keep minimum regulatory
tangible capital equal to 1.5% of adjusted assets, minimum core capital to 
adjusted assets of 3% (the leverage ratio), and risk-based capital to 
risk-adjusted assets of 8%.  The Office of Thrift Supervision (the OTS) may 
increase the minimum core capital, or leverage ratio, based on its assessment
of the institution's risk management systems and the level of total risk in 
the individual institution. At December 31, 1997, the Bank met all three 
capital requirements.

     The Bank's regulatory capital and the required minimum amounts at 
December 31, 1997 are summarized as follows:

                                  7
<PAGE>                             
                                       Required Minimum    
                      Bank Capital           Amount       Excess (Deficiency)
                    ----------------   -----------------  ------------------
                    ----- -----------  ------ ----------  ------ -----------
                       %        $        %        $        %         $
                    ----- -----------  ------ ----------  ------ -----------
Tangible Capital    7.68%  12,710,000   1.50%  2,482,000   6.18%  10,228,000

Core Capital        8.24%  13,712,000   4.00%  6,659,000   4.24%   7,053,000

Risk-based 
 Capital           10.14%  14,738,000   8.00% 11,623,000   2.14%   3,115,000

                     
     The Federal Deposit Insurance Corporation Improvement Act
(FDICIA)required the Federal banking agencies to take "prompt corrective 
action" in respect to institutions that do not meet minimum capital 
requirements.  Along with the ratios described above, FDICIA also introduced an
additional capital measurement, the Tier 1 risk-based capital ratio. The Tier
1 ratio is the ratio of Tier 1 or core capital to total risk-adjusted assets.  
FDICIA establishes five capital tiers:  "well capitalized," "adequately 
capitalized," "undercapitalized," "significantly undercapitalized," and 
"critically undercapitalized."  The regulators summarize their minimum 
requirements for the five capital tiers established by the FDICIA as follows:

                       Tier 1 Risk-Based          Risk-based       Leverage
                         Capital Ratio          Capital Ratio       Ratio
                    -----------------------   -----------------  --------------

Well Capitalized         10% or above            6% or above       5% or above

Adequately Capitalized    8% or above            4% or above       4% or above

Undercapitalized         Less than 8%            Less than 4%      Less than 3%

Significantly 
 Undercapitalized        Less than 8%            Less than 4%      Less than 3%

Critically 
 Undercapitalized        -------------           --------------    2% or less

     An unsatisfactory examination rating may cause an institution's 
capitalization category to be lower than suggested by its actual capital 
position.  
     
     At December 31, 1997, the Bank's Tier 1 risk-based capital ratio was
9.44%.  If a depository institution should fail to meet its regulatory capital
requirements, regulatory agencies can require submission and funding of a 
capital restoration plan by the institution, place limits on its activities,
require the raising of additional capital, and ultimately  require the 
appointments of a conservator or receiver for the institution.

     The Bank's capital position changed during the quarter ended December 31,
1997.  Total capital as well as tangible capital, core capital, and risk-based
capital continued to increase during the quarter.  The mix of risk-based 
assets and additional earnings are the primary factors for this increase.

                                   8
<PAGE>
                                     
                           RESULTS OF OPERATIONS

INTEREST INCOME

     Interest Income increased $433,558, or 13.90%, for the three month period
ended December 31, 1997 as compared to the same period in 1996.   Interest 
income on loans increased  $477,942 or 16.60%, for the quarter ended 
December 31, 1997, compared to the same quarter ended December 31, 1996.  The 
Company has been aggressive in attracting new loan business while competition
for loans remains strong and loan demand is still steady in the marketplace.  
However, the Bank continues to be selective in the loans that it makes, as 
evident by its low real estate foreclosed balances.  Management expects loan 
demand to maintain healthy levels.  Interest on investments increased $22,435,
or 13.99% as the Bank purchased some investments to obtain some excess income.
Some of these investments were in municipal bonds, which are tax free. Other 
interest income for the quarter ended December 31, 1997 decreased $66,819, or
84.17% as compared to the same quarter ended December 31, 1996.  In 1996, the
Bank maintained high cash balances in anticipation of the sale of the Hinesville
office.  With that sale now completed, the Bank is using its cash reserves to
fund the increasing loan growth.
     
INTEREST EXPENSE

     Interest Expense increased $149,947 (8.64%) for the quarter ended 
December 31, 1997 compared to December 31, 1996.  Interest on deposits increased
$104,030 (6.69%) for the three month period  ended December 31, 1997 over  
December 31, 1996. Deposit balances increased approximately $3,900,000 in the
three month period from September 30, 1997 to December 31, 1997, and this 
growth rate is expected to increase as the year goes on.  The market place in
which the Bank operates is extremely conducive to deposit growth, as evidenced 
by the Bank's increase in deposits.  Despite the increases in deposits, the 
Bank had to borrow an additional $3,000,000 in fed funds to help fund the high
loan demand.  This increase is the reason interest on borrowings increased $
45,917, or 25.63%.

NET INTEREST INCOME

     Net Interest Income increased $283,611, or 20.49% for the quarter.  
Increases in loan balances and interest earning deposits offset the increases
in deposit balances enough to produce a favorable net interest margin.  
Management believes this growth will continue throughout fiscal 1998.

PROVISION FOR LOAN LOSSES

      The provision for loan losses expense decreased $9,281 (89.17%) for the
quarter ended December 31, 1997 over the quarter ended December 31, 1996.  The
loan loss provision at December 31, 1997 was over $1,000,000, which is well 
over the necessary regulatory requirements.  Management feels the reserve is
at adequate levels and does not warrant any transfers from earnings at this 
time.  Net Interest Income after Provision for Loan Losses for the quarter 
ended December 31, 1997 increased $292,892, or 21.32% from the same period last
year.

OTHER INCOME

     Other Income for the quarter increased $167,609, a 63.16% difference from
the same quarter the previous year.  The greater portion of this increase was
in loan servicing fees.  Loan servicing fees increased $87,216 or 86.74% for 
the quarter ended December 31, 1997 over the quarter ended December 31, 1996.
The Bank implemented a new loan origination fee structure which is constituting
this increase.  Deposit service charges also had a substantial increase, 
$77,531, or 49.42% over last year.  The increase in deposit balances has given
the Bank an opportunity to generate more fee income, an area Management feels
is essential to profitability. 

                                       9
<PAGE>

OTHER EXPENSES

     Other expenses for the quarter ended December 31, 1997 increased $193,387, 
or 16.67%, over the quarter ended December 31, 1996.  Personnel expense 
increased $108,036, or 19.15% in the three month period ending December 31, 1997
over December 31, 1996.  The Bank has added several new employees to help with 
the growth the Bank is experiencing.  Federal insurance premiums decreased
$47,644, or 70.49% for the three month period ended December 31, 1997 over the
same period in 1996.  The special SAIF assessment lowered the insurance rate
beginning January of 1997, so going forward from this quarter will show more
parity between the two years.  

     Other expenses increased $109,891, or 46.16% for the quarter ended December
31, 1997  over the quarter ended December 31, 1996  as a result of increases in
two main areas.  For the quarter ended December 31, 1997, advertising costs
increased $41,627 (456.58%) over the quarter ended December 31, 1996.  The 
Bank is in the midst of an aggressive marketing campaign to lure new business,
the results of which are the increased loan and deposit balances.  

     Data processing also showed significant increases.  This expense increased
$22,862, or 1,063.84% from December 31, 1996 to December 31, 1997.  The Bank 
is incurring some costs to ensure that all computer equipment and software is
Year 2000 compliant.  This process involves reprogramming, equipment, and 
software upgrade costs. 

     
       The Bank accrued $281,357 in income taxes for the quarter ended 
December 31, 1997, an increase of $105,821 (60.28%) over the same quarter in 
1996. 

     
                            FINANCIAL CONDITION

ASSETS

     Cash increased $1,132,615, or 37.94%,  over the three month period ended
December 31, 1997.  With the increase in transaction deposit accounts, the Bank
has kept higher cash balances.  Interest bearing deposits in other banks 
decreased $1,378,020, or 90.43%,  over the same period due to growth in the 
Bank's customer deposit balances.  Investment securities increased $551,936, or
5.73%  with the Bank's purchase of a mortgage backed security and two municipal 
bonds, The Bank also bought  stock in another financial institution to secure a 
line of credit.

     Loans receivable increased $6,454,259, or 4.68%, as of December 31, 1997
over September 30, 1997.  The Bank has been aggressive, yet selective, in 
attracting new loan business.  Loan demand is steady, and the bank has been 
successful in drawing strong, safe loans to the bank.  The Bank's Loan portfolio
is as follows:
               
                                       10
<PAGE>


                                  LOANS RECEIVABLE                        

                                           12/31/97         9/30/97
                                         ------------     ------------
Real estate mortgage loans             $ 103,065,275      102,419,019

Real estate construction loans            20,164,699       16,996,563

Consumer loans                            10,994,846       10,383,515

Commercial and other loans                11,250,000        9,137,932
                                         ------------     ------------
                                         145,474,820      138,937,029

Less:                                   

Deferred loan fees                            37,399          (12,921)

Unearned interest income                      92,148           72,995

Allowance for loan losses                  1,026,381        1,012,322
                                         ------------     ------------
                                       $ 144,318,892      137,864,633
                                         ============     ============
                                        

Management's evaluation of the risk elements in the loan portfolio is the
basis for the allowance for loan losses.  The elements include possible declines
in the value of collateral due to changing economic conditions and depreciation 
over time, size and composition of the loan portfolio, and current economic 
conditions that might affect a borrower's ability to pay.  Review of specific
problem loans, regulatory examinations, historical charge-off experience, and
levels of nonperforming and past due loans are other elements considered.  
Management reviews these factors frequently and determines if the level of 
loan loss allowances is adequate.  For the three month period ending 
December 31, 1997, Management allocated $1,127 of earnings to the provision for 
loan losses.  At December 31, 1997, the Bank believes its allowance for loan 
losses is adequate to provide for future losses. 

     The following tables illustrate the Bank's problem loans and its allowance 
for loan losses.  When a loan has been past due ninety days or more, Management
reevaluates the loan and its underlying risk elements to determine if it should 
be placed on nonaccrual status.  These loans are loans for which unpaid interest
is not recognized in income.  Past due loans are loans which are ninety days or
more delinquent and still accruing interest.

                                      11
<PAGE>                              
     
                          ANALYSIS OF ALLOWANCE FOR LOAN LOSSES

                               12/31/97    9/30/97
                               ---------  ---------
(In Thousands)                       

Beginning balance        $      1,012        955

Loans charged off:                   

   Real estate construction       -          -       

   Real estate mortgage           -          185

   Consumer and other              17        163
                               --------   --------
        Total charge offs          17        348

                                     

Recoveries:                          

   Real estate construction       -          -       

   Real estate mortgage           -           33

   Consumer and other              30         62
                               -------    --------
        Total recoveries           30         95

                                     

Net charge offs                   (13)       253

Provision charged to operations     1        310
                               --------   ---------
Balance at end of period $      1,026      1,012
                               ========   =========
                                     
Ratio of net charge                  
offs to                      
average loans outstanding        0.01%     20.00%
                               ========   =========

                                       12
<PAGE>                                     

ANALYSIS OF NON-ACCRUING AND PAST DUE LOANS

                                  12/31/97    9/30/97
                                 ----------  ----------
(In Thousands)                       

Non-accruing loans:                  

   Real estate construction      $    -          -       

   Real estate mortgage             2,218      1,915

   Consumer and other                  93         45
                                  ---------  ---------
    Total non-accruing loans        2,311      1,960

                                     

Past due loans:                      

   Real estate construction         1,342        -       

   Real estate mortgage             3,551        -       

   Consumer and other                 637        -       
                                  ---------  ---------
     Total past due loans           5,530        -       
                                    

Total non-accruing and 
 past due loans                     7,841      1,960
                                  =========  ==========
                                     
Percentage of total loans            5.43%      1.42%
                                  =========  ==========

Real estate acquired through
 foreclosure                          423        423
                                  =========   =========
Total non-accruing,                  
past due loans, and 
nonperforming assets           $    8,264      2,383
                                  =========   =========

                                   13
<PAGE>

LIABILITIES

     Deposits have increased $3,877,062, or 2.98%, for the three month period
ended December 31, 1997.   Along with loans, the Bank has been working hard to
increase its market share in Glynn County's deposit business.  As the numbers 
dictate, First Georgia has been somewhat successful in soliciting new deposit
business.  While the Bank did decrease its borrowing position with the Federal
Home Loan Bank by $650,000 (4.53%) over the three month period, the Bank secured
a fed funds line with another institution to provide short term borrowings (or
investment of excess cash).  At December 31, 1997, these borrowings stood at 
$3,000,000.


                                  PART II

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          The Bank filed no reports on Form 8-K for the quarter ended 
December31, 1997.

                                    14
<PAGE>

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


DATE:  02/02/98                                   BY:  G. FRED COOLIDGE III
     ------------                                    ----------------------
                                                     G. Fred Coolidge III
                                                     Executive Vice President
                                                     Chief Financial Officer 
 

                                        15
<PAGE>