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 March 31, 1999

            [ ] 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 or               (IRS Employer Identification No.)
or incorporation or organization)

                             1703 Gloucester Street
                            Brunswick, Georgia 31520
                            ------------------------
                               (Issuer's Address)

                                   (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 March 31, 1999.


                                   4,798,972
<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
 March 31, 1999 and September 30, 1998.                        3


Consolidated Income Statements for the
 Three Months Ended March 31, 1999 and 1998
 And the Six Months ended March 31, 1999 and 1998.             4

Consolidated Cash Flow Statements for
 the Six Months ended March 31, 1999 and 1998.                 5

Notes to Consolidated Financial Statements                     6


Management's Discussion and Analysis of
 Consolidated Statements of Financial
 Condition and Results of Operations                           6



PART II

Item 6.         Exhibits and Reports on Form 8-K              14

                                       2
<PAGE>

                                              FIRST GEORGIA HOLDING, INC.
                                        CONSOLIDATED BALANCE SHEETS (unaudited)

Assets:                                            03/31/99            09/30/98
                                               ---------------------------------

Cash and cash equivalents:
  Cash and due from banks                     $   5,128,845            4,433,585
  Federal funds sold                             12,340,000           12,180,000
  Interest bearing deposits in other banks          823,217            1,096,581
                                               ---------------------------------
    Cash and cash eqivalents                     18,292,062           17,710,166

Investment securities held to maturity, fair value approximately  $15,164,000 at
 March 31, 1999 and $11,768,000 at
 September 30, 1998.                             15,224,207           11,565,230
Loans receivable, net                           159,253,752          151,252,636
Real estate owned                                   515,000              644,084
Federal Home Loan Bank stock, at cost             1,160,300            1,160,300
Premises and equipment, net                       4,669,538            4,502,239
Accrued interest receivable                         921,677            1,052,830
Intangible assets, net                              862,135              917,995
Other assets                                        862,182            1,657,059
                                                --------------------------------
                                              $ 201,760,853          190,462,539
                                                ================================

Liabilities and Stockholders' Equity

Liabilities:
     Deposits                                 $ 176,355,222          162,890,105
     Federal Home Loan Bank advances              7,600,000            8,600,000
     Accrued interest payable                       625,214              572,581
     Accrued expenses and other liabilities         744,840            2,718,641
                                                --------------------------------

                                                185,325,276          174,781,327
                                                --------------------------------
Stockholders' Equity
Common stock, $1.00 par value.  10,000,000 shares
 authorized;  4,798,972 shares issued and outstanding
 at March 31, 1999 and September 30, 1998,
 respectively                                     4,798,972            4,798,972
     Additional paid-in capital                   3,116,021            3,116,021
     Retained earnings                            8,520,584            7,766,219
                                                --------------------------------
                                                 16,435,577           15,681,212
                                                --------------------------------
                                              $ 201,760,853          190,462,539
                                                ================================

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
             FIRST GEORGIA HOLDING, INC.
                    CONSOLIDATED INCOME STATEMENTS (unaudited)

                                     Three Months Ended        Six Months Ended
                                   ---------------------   ---------------------
                                   03/31/99     03/31/98    03/31/99    03/31/98
                                   ----------------------  ---------------------
Interest Income:
  Loans                           $3,555,059    3,474,943  $7,111,124  6,831,706
  Interest on Federal funds sold     135,774        7,580     305,519      7,580
  Interest on investments            249,310      174,276     471,981    357,103
  Other                                  678          208       1,112     12,774
                                   ----------------------  ---------------------
    Total interest income          3,940,821    3,657,007   7,889,736  7,209,163
                                   ----------------------  ---------------------
Interest Expense:
 Deposits                          1,888,632    1,666,320   3,821,809  3,325,807
 Advances and other borrowings       116,899      226,651     246,938    451,694
                                   ----------------------  ---------------------
    Total interest expense         2,005,531    1,892,971   4,068,747  3,777,501
                                   ----------------------  ---------------------
    Net interest income            1,935,290    1,764,036   3,820,989  3,431,662

Provision for Loan Losses                  -        2,180          56      3,307
                                   ----------------------- ---------------------

   Net interest income after
   provision for loan losses       1,935,290    1,761,856   3,820,933  3,428,355
                                   -----------------------  --------------------
Other Income:
 Loan servicing fees                 180,595      207,968     387,334    395,727
 Deposit service charges             311,330      211,802     670,992    446,211
 Gain on sale of foreclosed property     426        5,539      16,619      5,539
 Other operating income               41,430        5,467      92,861     16,274
                                   -----------------------  --------------------
   Total other income                533,781      430,776   1,167,806    863,751
                                   -----------------------  --------------------
Other Expenses:
  Salaries and employee benefits     836,188      729,465   1,638,170  1,401,788
  Premises and occupancy costs       317,457      290,252     591,593    575,424
  Amortization of intangibles         27,930       27,930      55,860     55,860
  Other operating expenses           541,179      386,622   1,048,464    754,521
                                   -----------------------  --------------------

    Total other expenses           1,722,754    1,434,269   3,334,087  2,787,593
                                   -----------------------  --------------------
    Income before income taxes       746,317      758,363   1,654,652  1,504,513

Income taxes                         261,864      280,908     612,249    562,265
                                   -----------------------  --------------------
  Net Income                     $   484,453      477,455   1,042,403    942,248
                                   =======================  ====================
Income per share of common stock
 Basic                           $      0.10         0.10     $  0.22       0.20
                                   =======================  ====================
 Diluted                         $      0.10         0.10    $  0.21       0.19
                                   =======================  ====================


See accompanying notes to consolidated financial statements

                                       4
<PAGE>

                           FIRST GEORGIA HOLDING, INC.
                  CONSOLIDATED CASH FLOW STATEMENTS (unaudited)

                           SIX MONTHS ENDED MARCH 31,
                                    1999 1998
                                       -----------------------------------------
OPERATING ACTIVITIES:
 Net income                                         $  1,042,303       942,248
 Adjustments to reconcile net income
   to net cash provided by operations:
    Provision for loan losses                                 56         3,307
    Depreciation and amortization                        256,765       216,129
    Amortization of intangibles                           55,860        55,860
    Amortization of deferred loan fees                   (66,409)      (57,071)
    (Gain)/Loss on sale of REO                           (17,119)       (5,539)
    (Increase) decrease in accrued interest
     receivable                                          131,153       (76,670)
    Increase (decrease) in other assets                  794,877       (71,267)
    Increase (decrease) in accrued expenses
    and liabilities                                   (1,921,168)      225,247
                                                 ------------------------------

    Net Cash Provided By Operating Activities            276,318     1,232,244
                                                 ------------------------------

INVESTING ACTIVITIES:
  Principal payments received on
   mortgage-backed securities                          2,479,300       466,732
  Maturities of investment securities                          -     1,100,000
  Purchase of investment securities                   (6,132,363)   (2,328,671)
  Loan originations, net of principal
   repayments                                         (8,006,094)  (14,365,731)
  Purchase of premesis and equipment                    (429,978)     (666,503)
  Proceeds from the sale of real estate                  217,534       300,251
                                                 ------------------------------

    Net Cash Used By Investing Activities            (11,871,601)  (15,493,922)
                                                 ------------------------------

FINANCING ACTIVITIES:

  Net increase (decrease) in deposits                 13,465,117    15,436,093
 (Repayments of) proceeds from other borrowings                -       190,000
  Proceeds from FHLB advances                          3,200,000    14,350,000
  Repayments of FHLB advances                         (4,200,000)  (15,250,000)
  Net proceeds from stock options                              -       239,663
  Cash dividends paid ($0.06 per share)                 (287,938)     (319,936)
                                                 ------------------------------

    Net Cash Provided by Financing Activities         12,177,179    14,645,820
                                                 ------------------------------

Increase In Cash And Cash Equivalents                    581,896       384,142
Cash and cash equivalents at beginning of year        17,710,166     4,509,127
                                                 ------------------------------

Cash and cash equivalents at end of quarter      $    18,292,062     4,893,269
                                                 ==============================

See accompanying notes to consolidated financial statements
                                        5
<PAGE>

FIRST GEORGIA HOLDING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(1)     BASIS OF PRESENTATION


In the opinion of Management,  the accompanying unaudited consolidated financial
statements  contain all  adjustments  necessary to present  fairly the financial
position of First Georgia  Holding,  Inc. as of March 31, 1999 and September 30,
1998.  Also included are the results of its  operations and changes in financial
position for the three and six months ended March 31, 1999 and 1998. The results
of operations for the interim periods  presented are not necessarily  indicative
of the results to be expected for the full year.

The consolidated  financial  statements  include the accounts of the Company and
the Bank.  All  significant  intercompany  balances and  transactions  have been
eliminated in consolidation.

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, 1998.

(2) EARNINGS PER SHARE

The  following  table  is a  reconciliation  of  the  denominator  used  in  the
computation of basic and diluted earnings per common share.

                                          Three Months           Six Months
                                            Ended                   Ended
                                            March 31,             March 31,
                                     --------------------  ---------------------
                                        1999       1998       1999        1998
                                     ---------  ---------  ---------   ---------
Weighted average number of common
  shares outstanding - Basic         4,798,972  4,794,127  4,798,972   4,685,118

Incremental shares from the assumed
  conversion of stock options          393,723    387,529    396,455     476,418
                                    ----------- --------------------- ----------

    Total - Diluted                  5,192,695  5,181,656  5,195,427   5,161,536
                                    =========== ===================== ==========




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

        The  following  discussion  should  be  read  in  conjunction  with  the
financial statements and related notes appearing elsewhere in this Form 10-Q

LIQUIDITY


First Georgia Bank (the Bank) has  traditionally  maintained levels of liquidity
above levels required by regulatory authorities. As a member of the Federal
                                       6
<PAGE>


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
11.80% and 6.58% at March 31, 1999 and September 30, 1998, respectively.

The  Bank's  operational  needs,  demand  for loan  disbursements,  and  savings
withdrawals  can be met by loan principal and 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 1999.

YEAR 2000 COMPLIANCE DISCLOSURE

As the year 2000 ("Year  2000")  approaches,  an  important  business  issue has
emerged  regarding  existing  software  programs  and  hardware.  Many  existing
application software products were designed to accommodate a two-digit year. For
example,  "98" is stored on the system and represents  1998 and "00"  represents
1900.  The Bank has been working on this problem  since fiscal 1997.  Management
formed an Electronic  Data  Processing  ("EDP")  committee (the  "Committee") in
early  fiscal 1997 to address this and many other  computer-related  issues that
may arise.  The Committee  began testing all hardware and software  applications
for Year 2000  readiness.  Several  of the  Bank's  computers  were  found to be
non-compliant with Year 2000. The Committee decided to replace these machines as
they  implemented  a  Bank  wide  network  to  facilitate  ease  of  information
dissemination.  With the installation of the network,  all computers now used in
the Bank are Year 2000 compliant.

All mission  critical  software  for the Bank was tested as of March  1999.  All
peripheral and specialized  software has been tested as well. Where needed,  all
non-compliant  software  has been updated to  compliant  status or replaced.  In
October of 1998, the Bank converted to a new mainframe system, a product of Jack
Henry and  Associates.  The new software was tested to the  satisfaction  of the
Office of Thrift Supervision (the "OTS"), the Bank's primary regulator. The Bank
has joined with other users of the software to perform user group testing of the
mission critical software. This testing was completed in early fiscal 1999.

An  additional  area of concern  to the  Company,  the Bank,  and the OTS is the
effect of Year 2000 issues on its deposit and loan customers. Failure to address
Year 2000 issues could have  significant  implications on the ability of certain
customers to continue operations. Letters inquiring as to the readiness for Year
2000 were sent to all the Bank's commercial customers. Additional information is
provided  by each  branch to any  customer  who  wishes to learn more about Year
2000.  Although the Bank has taken several steps to address these issues,  there
can be no assurance that these customers will be Year 2000 compliant. Failure of
certain customers to adequately  address these issues could result in a negative
impact on the Company's earnings.

The Company  believes  the mission  critical  systems  are  currently  Year 2000
compliant. The Bank The EDP committee still meets regularly to discuss Year 2000
issues.  Outside sources have performed several audits of the system with little
or no exceptions to report.  Management  understands that certain infrastructure
failures  could  arise  due to  undetected  system  or  software  errors.  These
contingencies  could  adversely  affect the Bank.  The Bank is addressing  these
contingencies in its Disaster Recovery Plan.

The Bank has  experienced  most of its costs  associated with becoming Year 2000
compliant.  The  Company  spent  approximately  $1,000,000  to become  Year 2000
compliant. Nearly all of this expenditure was for new equipment and software, so
the cost will be capitalized rather than realized all in one period.  Management
forsees any future costs associated with Year 2000 to be insignificant.

Although the Bank has taken several measures to address Year 2000 issues,  there
can be no assurances  that all necessary  modifications  will be identified  and
corrected or that unforeseen  difficulties  or costs will not arise.  Therefore,
there can be no assurance that the failure of the Bank's  internal  systems will
not negatively impact the Bank's operations.




                                       7
<PAGE>


CAPITAL RESOURCES

The following is a reconciliation at March 31, 1999 of the Bank's equity capital
to regulatory capital, under generally accepted accounting principles:

First Georgia Bank
    Stockholder's Equity                       $ 16,358,000

Less:
    Intangible assets                               862,000
                                        --------------------
        Tangible Capital                         15,496,000

Plus:
   Qualifying intangible assets                     862,000
                                        --------------------
        Core Capital                             16,358,000

Plus:
   Supplemental Capital                           1,019,000
                                        --------------------
        Risk-based Capital                     $ 17,377,000
                                        ====================




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 March  31,  1999,  the Bank met all  three  capital
requirements.

The Bank's regulatory capital and the required minimum amounts at March 31, 1999
are summarized as follows:

                                         Required Minimum          Excess
                   Bank Capital               Amount            (Deficiency)
--------------------------------------------------------------------------------

                    %         $             %        $           %        $
--------------------------------------------------------------------------------
Tangible
 Capital:        7.72%   15,496,000      1.50%  3,012,315     6.22%  12,483,685

Core
 Capital:        8.11%   16,358,000      4.00%  8,067,320     4.11%   8,290,680

Risk-based
 Capital:       13.99%   17,377,000      8.00%  9,938,000     5.99%   7,439,000
--------------------------------------------------------------------------------

The Federal Deposit Insurance Corporation  Improvement Act (FDICIA) required the
Federal banking agencies to take "prompt corrective action" in respect

                                       8
<PAGE>

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 March 31, 1999, the Bank's Tier 1 risk-based  capital ratio was 13.17%.  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 March 31, 1999.
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.


                             RESULTS OF OPERATIONS

INTEREST INCOME

Interest income on loans increased $80,116, or 2.31%, for the three month period
ended March 31, 1999 and $279,418, or 4.09% for the six month period ended March
31, 1999 as compared to the same period in 1998. 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  evidenced by its low real estate
foreclosed balances.  Management expects loan demand to maintain healthy levels.
Interest  on  investments  increased  $75,034,  or 43.05%  for the  quarter  and
$114,878,  or 32.17% for the six month period  ended March 31, 1999  compared to
March 31, 1998. As the Bank attracted  significant deposit balances,  Management
increased  its  investment  holdings.   Average  investment  balances  increased
approximately  $5,200,000  from March 31, 1999 as  compared  to March 31,  1998.
Other interest  income for the quarter ended March 31, 1999 increased  $128,664,
or 1,652.08% as compared to the same quarter  ended March 31, 1998.  For the six
month period ended March 31, 1999, other interest income increased $286,277,  or
1,406.94%  as  compared  to the same period  ended  March 31,  1999.  In a trend
continued from the last fiscal year, the Bank has seen tremendous  growth in its
deposit  balances.  The Bank is  offering  new  deposit  products,  such as free
checking,  which has been accepted  favorably in the marketplace.  Consequently,
the bank has been able to put money into short-term  earning  vehicles,  such as
overnight Fed Funds.

                                       9
<PAGE>


INTEREST EXPENSE

Interest on deposits increased $222,312 (13.34%) for the quarter ended March 31,
1999 and  $496,002  (14.91%)  for the six month  period  ended March 31, 1998 as
compared  to the  same  period  in  1998.  Average  deposit  balances  increased
approximately  $9,332,000  in the six month  period from  September  30, 1998 to
March 31,  1999.  The  market  place in which  the Bank  operates  is  extremely
conducive to deposit growth, and the Bank has positioned its deposit products to
take full  advantage  of the  area's  deposit  demand.  Interest  on  borrowings
decreased  $109,752,  or 48.42% for the quarter and $204,756,  or 45.33% for the
six month period  ending March 31, 1999.  The  increased  flow of money into the
Bank from  deposits  has made it possible to pay off several  Federal  Home Loan
Bank advances and other borrowings the Bank had.

NET INTEREST INCOME

Net Interest Income increased  $171,254,  or 9.71% for the quarter and $389,327,
or 11.35% for the six month  period ended March 31, 1999 as compared to the same
periods  last year.  While  increases  in loan  balances  and  interest  earning
deposits  have  contributed  to  the  increase,   the  substantial  increase  in
non-interest  bearing  deposits held by the Bank has been the deciding factor in
the quick  increase.  Management  believes this growth will continue  throughout
fiscal 1999.

PROVISION FOR LOAN LOSSES

 The  provision  for loan losses  expense  decreased  $2,180 for the quarter and
decreased $3,251 for the six months ended March 31, 1999 as compared to the same
periods  ended March 31,  1998.  The loan loss  reserve is well over  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 the
Provision  for Loan  Losses  for the  quarter  ended  March 31,  1999  increased
$173,434,  or 9.84% from the same period last year and  $392,578,  or 11.45% for
the six month period ended March 31, 1999 over March 31, 1998.

OTHER INCOME

Other Income for the quarter increased $103,005, or 23.91% from the same quarter
the previous year and $304,055,  or 35.20%, for the six month period ended March
31, 1999 as compared to March 31,  1998.  The main factor for this  increase was
deposit service charges.
 As the volume of deposits increase, the fee income, such as service charges and
insufficient funds fees, increase as well. Therefore, deposit service charges
 increased  $99,528  (46.99%) for the quarter and $224,781  (50.38%) for the six
month period ended March 31, 1999.

OTHER EXPENSES

Other  expenses  for the quarter  ended March 31, 1999  increased  $288,485,  or
20.11%,  over the quarter ended March 31, 1998. Other expenses for the six month
period ended March 31, 1999 increased  $546,494,  or 19.60%,  over the six month
period ended March 31, 1998. Personnel expense increased $106,723,  or 14.63% in
the three month period ending March 31, 1999 over March 31, 1998,  and $236,382,
or 16.86% for the six month  period  ended  March 31,  1999 over the same period
last year.  The Bank has added several new employees to help with the growth the
Bank is  experiencing.  Management  does not  forsee  any  extraordinary  hiring
concerns  for the  remainder of the year.  Other  operating  expenses  increased
$154,557,  or 39.98%, for the quarter and $293,943, or 38.96% for the nine month
period ended March 31, 1999 as compared to last year.
 With the  introduction of the new mainframe  computer  system,  some costs have
increased, such as office supplies, small fixtures, and data processing systems.
 Also,  with the rapid growth the Bank has  experienced,  areas such as postage,
employee training, and regulatory assessments have increased.

  The Bank decreased its accrual for income
taxes by $19,044 (6.78%) for the quarter and showed an

                                       10
<PAGE>


increase  of $49,984  (8.89%) for the six month  period  ended March 31, 1999 as
compared to the same period in 1998.


                              FINANCIAL CONDITION

ASSETS

Cash increased  $695,260,  or 15.68%,  over the six month period ended March 31,
1999.  With the  increase in  transaction  deposit  accounts,  the Bank has kept
higher cash balances. Interest bearing deposits in other banks and federal funds
sold decreased  $113,364,  or 0.85%,  over the same period.  The Bank is quickly
turning  over  new  deposit   balances  into  new  loan   disbursements  or  new
investments.  Investment balances increased  $3,658,977,  or 31.64%, for the six
months  ended March 31, 1999.  Premises and  equipment  increased  $167,299,  or
3.72%.  The Bank purchased  additional  computer  equipment to work with the new
mainframe system.

Loans receivable increased $8,001,116, or 5.29% as of the six months ended March
31, 1999 over September 30, 1998. 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:

                                   LOANS RECEIVABLE

                                             3/31/99          9/30/98
                                         ----------------------------------
Real estate mortgage loans             $      101,728,379      102,828,455
Real estate construction loans                 28,226,581       27,108,632
Consumer loans                                 14,021,772       11,830,203
Commercial and other loans                     16,502,734       10,593,354
                                         ----------------------------------
                                              160,479,466      152,360,644

Less:
   Deferred loan fees                             149,444           83,035
   Unearned interest income                        57,463           56,341
   Allowance for loan losses                    1,018,831          968,632
                                         ----------------------------------
                                       $      159,253,728      151,252,636
                                         ==================================




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.  The Bank believes its allowance for loan losses is
adequate to provide for future losses.

The following  tables  illustrate  the Bank's  allowance for loan losses and its
problem  loans.  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

                                                        03/31/99       09/30/98
                                                   -----------------------------

Beginning balance                                $       968,632      1,012,322
Loans charged-off:
 Real estate construction                                     -             -
 Real estate mortgage                                     20,934        179,995
 Consumer and other                                      124,897         63,762
                                                   -----------------------------
    Total charge offs                                    145,831        243,757
                                                   -----------------------------

Recoveries:
 Real estate construction                                     -             -
 Real estate mortgage                                    171,651         78,084
 Consumer and other                                       24,323        115,820
                                                   -----------------------------
   Total recoveries                                      195,974        193,904
                                                   -----------------------------

Net charge-offs(recoveries)                              (50,143)        49,853

Provision charged to operations                               56          6,163
                                                   -----------------------------

Balance at end of period                         $     1,018,831        968,632
                                                   =============================

Ratio of net charge-offs(recoveries) to
 average loans outstanding                                -0.03%           0.03%
                                                   =============================

                                       12
<PAGE>

                            ANALYSIS OF NON-ACCRUING AND PAST DUE LOANS

                                              03/31/99             09/30/98
                                        ----------------------------------------

Non-accruing Loans (1)
Real estate
 Construction                         $             -                   -
 Mortgage                                  2,443,821            2,343,222
Consumer                                      44,884               21,214
                                        ----------------------------------
  Total non-accruing loans                 2,488,705            2,364,436
                                        ----------------------------------

Past Due Loans (2)
Real estate
 Construction                                     -                    -
 Mortgage                                         -                    -
Consumer                                          -                    -
                                        ----------------------------------
   Total past due loans                           -                    -
                                        ----------------------------------

Total non-accruing
 and past due loans                   $    2,488,705            2,364,436
                                        ==================================

Percentage of total loans                       1.56%                1.56%
                                        ==================================

Real estate acquired
 through foreclosure                  $      515,000              644,084
                                        ==================================

Total non-accruing,past due
loans, and nonperforming assets.      $    3,003,705            3,008,520
                                        ==================================

(1)   Non-accruing  loans are loans for which unpaid  interest is not recognized
      in income.

(2)  Past due loans are 90 days or more delinquent for which interest
      is still accruing



LIABILITIES

Deposits have increased  $13,465,117,  or 8.27%,  for the six month period ended
March 31,  1999.  The Bank has been working hard to increase its market share of
deposits in Glynn  County.  This  increase  reflects that First Georgia has been
fairly  successful  in  soliciting  new deposit  business.  With the increase of
deposit  balances,  the Bank has paid off several of its Federal  Home Loan Bank
advances,  as evidenced by the decrease of $1,000,000,  or 11.63%.  Much of this
money was replaced with the inflow of non-interest bearing deposits.

                                       13
<PAGE>


PART II

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

First Georgia  Holding,  Inc.,  held its annual  meeting  January 19, 1999.  The
following votes were taken:

Proposal 1:  Election of B.W. Bowie, Terry
K. Driggers, and Roy K. Hodnett as
directors

For                                          4,651,524
Withhold Authority                                   0
Withhold Authority for a particular
director                                             0
                                            -----------
Total                                        4,651,524
                                            ===========

The directors terms who continued after the meeting are as follows:

Henry S. Bishop, M. Frank Deloach, III, E. Raymond Mock, James D. Moore,
D. Lamont Shell


Proposal 2:  Approval of Amendment to the
First Georgia Holding, Inc. 1995 Stock
Incentive Plan

For                4,551,607
Against               99,917
                 -----------
   Total           4,651,524
                 ===========



ITEM 6. EXHIBITS AND REPORTS ON FORM 8K

A. Exhibits.

The following exhibit is filed with this report.

        Exhibit No.     Description
       ------------     ------------
          27.1          Financial Data Schedule (for SEC use only)

B. Reports on Form 8-K

The Bank filed no reports on Form 8-K for the quarter ended March 31, 1999.

                                       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:______________________                   BY:____________________________
                                                 G. Fred Coolidge III
                                                 Secretary and Treasury

                                       15
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