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, 1995   

[] 	TRANSITION 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 31521

                          (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, 1995.


                                1,326,641

<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, 1995 and September 30, 1995			                   		3  


Consolidated Income Statements for the 
 Three Months Ended December 31, 1995 & 1994 		               		4


Consolidated Cash Flow Statements for
 the Three Months ended December 31, 1995 & 1994		 		           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
                      OTHER INFORMATION


Item 5:		Other Information		        	                    		  	11

Item 6:		Exhibits and reports on Form 8-K	               		  	11

<PAGE>


FIRST GEORGIA HOLDING COMPANY				
CONSOLIDATED BALANCE SHEETS				
				
                                                  12/31/95               9/30/95
                                               ----------------     ------------
Assets:
				
Cash	                                            $ 	1,961,790		        2,543,495
Interest bearing deposits in other banks	          	1,841,963        		2,352,183
Investment securities to be held to maturity 	     	9,445,524	        	9,180,978
Loans receivable, net 		                          113,968,433		      110,432,233
Real estate acquired in settlement of loans	         	238,770	          	206,334
Federal Home Loan Bank stock, at cost 	            	1,575,700	        	1,575,700
Premises and equipment, net		                       3,373,848	        	3,388,207
Accrued interest receivable		                         844,278	          	751,108
Intangible assets, net 	                           	1,375,334	        	1,408,268
Other assets                                        		956,181          		903,891
				                                              -----------        -----------
                                               	 $135,581,821		      132,742,397
                                                 ============        ===========

Liabilities and Stockholders' Equity			
				
Liabilities:				

Deposits 	                                      $	108,092,277		      106,527,689
Federal Home Loan Bank advances 	                 	13,798,000		       11,948,000
Advance payments by borrowers for property 				
 taxes and insurance 		                                62,789           		90,238
Other borrowed money 		                               192,000	          	192,000
Accrued expenses and other liabilities 	           	2,180,649        		2,859,484
				                                             ------------        -----------
                                                		124,325,715      		121,617,411
                                                 ------------        -----------
Stockholders' Equity 				

Common stock, $1.00 par value.  Authorized 
 15,000,000 shares; issued and outstanding
 1,326,641 shares                                 		1,326,641		        1,326,641
Additional paid-in capital		                        5,786,164		        5,786,164
Retained earnings 		                                4,143,301		        4,012,181
				                                             ------------        -----------
                                                 		11,256,106	       	11,124,986
				                                             ------------        -----------
                                               	$	135,581,821	      	132,742,397
				                                             ============        ===========
[FN]
See accompanying notes to consolidated financial statements.				
<PAGE>				




FIRST GEORGIA HOLDING COMPANY					
CONSOLIDATED INCOME STATEMENTS				
		
						
                                                      				Three Months Ended		
                                                 -------------------------------
                              				                 12/31/95		          12/31/94
						                                           -------------------------------
Interest Income:						
 Loans			                                         $	2,701,524	        	2,589,421
 Investment securities			                            	152,971          		109,900
 Other 			                                            	23,687           		15,377
                                                  -----------          ---------
  Total interest income			                         	2,878,182		        2,714,698
                                                  -----------          ---------
Interest Expense:						
 Deposits				                                       1,433,800        		1,160,618
 Advances and other borrowings			                    	218,801          		277,318
                                                  -----------          ---------
  Total interest expense			                        	1,652,601	        	1,437,936
						                                            -----------          ---------
   Net interest income			                          	1,225,581	        	1,276,762
						
 Provision for Loan Losses 				                        18,990                 	0
						                                            -----------          ---------
 Net interest income after 
  provision for loan losses                     				1,206,591	        	1,276,762
						                                            -----------          ---------
Other Income:						
 Loan fees				                                         66,696	           	85,857
 Deposit service charges			                          	133,282	          	158,570
 Other operating income				                            17,580	           	19,405
						                                            -----------          ---------
  Total other income				                              217,558          		263,832
						                                            -----------          ---------
Other Expenses:						
 Salaries and employee benefits 			                  	447,141          		465,416
 Net occupancy expense			                            	243,581          		235,323
 Data processing				                                    1,581		            3,974
 Amortization of intangibles			                       	32,934           		35,826
 Loss on sale of foreclosed property			                	6,719              		994
 Federal insurance premiums			                        	66,249           		75,000
 Other operating expenses			                         	214,736          		203,520
						                                           ------------          ---------
  Total other expenses			                          	1,012,941		        1,020,053
                                                 ------------          ---------
   Income before income taxes			                     	411,208		          520,541
						
   Income taxes                                   				147,423	          	197,785
						                                           ------------         ----------
     Net Income			                              $    	263,785          		322,756
						                                          =============        ===========
						
Income per share of common stock			             $       	0.18		             0.23
						                                          =============        ===========
Weighted average number of shares outstanding		   		1,326,641		        1,326,641

[FN]						
See accompanying notes to consolidated financial statements.
<PAGE>			 			


FIRST GEORGIA HOLDING COMPANY					
CONSOLIDATED CASH FLOW STATEMENTS				
			
							
                                               					   1995		             1994
                                                  --------------    ------------
OPERATING ACTIVITIES:						
 Net income				                                       $	263,785        	322,756
  Adjustments to reconcile net income			
  to net cash provided by operations:							
   Provision for loan losses				                        	18,990               0
   Depreciation and amortization				                 	1,265,569      	1,795,005
   Increase (Decrease) in income taxes payable	     				(22,560)       	185,274
   Increase in interest receivable				                  	93,170        	101,683
   Increase in interest payable				                     	34,025         	16,136
   Increase (decrease) in other assets			              		52,290	         (1,968)
   Increase in accrued expenses and other liab.	   				(678,835)	      	(87,880)
  (Gain)/loss on sale of assets				                      	6,719          		(994)
							                                              -----------      ----------
 Net Cash Provided By Operating Activities		       			1,033,153	      2,330,012
							                                              ----------       ----------
INVESTING ACTIVITIES:						
 Purchase of investment securities				                 	450,000	   	          0
 Principal collected on loan securities			            		145,872       	 	42,231
 Loans originated				                               	17,642,000	    	17,222,000
 Purchase of premises and equipment			                	 	81,506        		10,306
 Proceeds from sale of real estate				                  	22,479		             0
 Purchase of FHLB stock				                                  	0             		0
 Proceeds from sale of MBS's				                            	 0         		    0
 Proceeds from maturity of investments			                   		0		             0
							                                              -----------     -----------
 Net Cash Used By Investing Activities			          		18,341,857    		17,274,537
							                                              -----------     -----------
FINANCING ACTIVITIES:						
							
 Net change in deposit accounts				                  	1,564,588	     	2,164,585
 Proceeds from FHLB advances				                     	6,350,000    	 	3,500,000
 Repayment of FHLB advances				                      	4,500,000	     	2,000,000
 Net change in borrowings				                        	1,850,000      		(800,000)
 Cash Dividends paid				                               	132,664        		79,598
 Change in escrow				                                  	(27,449)	       	(8,290)
							                                              ------------    -----------
  New Cash Provided by Financing Activities		     			14,369,803     		6,935,893
							
Increase In Cash And Cash Equivalents			            	 	(581,705)		      143,899
Cash and Cash equivalents at beginning of year		  		 	2,543,495     		3,321,182
							                                              -----------      ---------
Cash and cash equivalents at end of quarter		     		$	1,961,790		     3,465,081
							                                              ==========       =========
[FN]
See accompanying notes to consolidated financial statements.

<PAGE>




                        FIRST GEORGIA HOLDING, INC

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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 December 31, 1995 and September 30, 1995.  Also 
included are the results of its operations for the 
three months ended December 31, 1995 and 1994 and 
changes in financial position for the three months 
ended December 31, 1995 and 1994.  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, 1995.

(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.


<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 5% 
of withdrawable savings and short-term borrowings.  
The Bank's liquidity level was 8.91% and 13.49% at 
December 31, 1995 and September 30, 1995, 
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 1995.

Capital Resources
-----------------
	The following is a reconciliation at December 
31, 1995 of the Bank's equity capital under generally 
accepted accounting principles to regulatory capital.

	First Georgia Bank
	  Stockholder's Equity	     	            11,385,000

	Less:
	  Intangible Assets				                   1,375,000
                                         -----------
	    Tangible Capital			                  10,010,000

	Plus:
	  Qualifying intangible assets	           1,375,000
                                         -----------
	     Core Capital			                     11,385,000

	Plus:
	  Supplemental Capital			                 1,008,000
                                         -----------
	     Risk-based Capital			               12,393,000
                                         ===========

	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, 1995 the Bank met all 
three capital requirements.

	The Bank's regulatory capital and the required 
minimum amounts, at December 31, 1995 are summarized 
as follows:
	
<PAGE>

                                           

				                                          
                                                              Required         
                             Bank Capital                  Minimum Amount
                             %           $                  %             $
                          -------   ------------         -------     -----------
Tangible Capital:          7.46%     10,010,000           1.50%       2,033,730
Core Capital:              8.40%     11,385,000           3.00%       4,067,000
Risk-based:               11.39%     12,393,000           8.00%       8,708,240



                                     Excess Over Required Minimum Amount
                                           %               $
                                       -----------  ---------------
Tangible Capital:                        5.96%         7,976,270
Core Capital:                            5.40%         7,317,540
Risk-based:                              3.39%         3,684,760

        
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, 1995, the Bank's Tier 1 risk-
based capital ratio was 10.46%.  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.

<PAGE>

	The Bank's capital position changed during the 
quarter ended December 31, 1995.  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 $112,103 or 
4.33% for the quarter ended December 31, 1995, 
compared for the same quarter ended December 31, 1994.  
This increase is largely due to a substantial increase 
in the average rate on loans, which increased from 
8.84% last year to 9.48% at December 31, 1995.   
Competition for loans remains strong, and loan demand 
has increased somewhat.   However, the Bank continues 
to be selective in the loans that it makes.  
Management expects loan demand to increase further 
because of the downward trends in interest rates.  
	Interest income on investments increased $43,071 
or 39.19% for the quarter ended December 31, 1995 as 
compared to the same time last year.  The Bank 
invested excess cash reserves into several new 
securities.  Total interest income increased 6.02%, or 
$163,484 for the quarter ended December 31, 1995 over 
the same period in 1994.  

Interest expense
----------------
	Interest on deposits increased $273,182 or 
23.54% for the three month period  ended December 31, 
1995 as compared with the same periods ending December 
31, 1994.  The main reason for this increase is the 
growth in average deposits of $2,276,457 from December 
31, 1994 to December 31, 1995.  Interest on advances 
and other borrowings decreased $58,517, or 21.10% over 
the comparable three month periods.    Interest rates 
on advances have dropped significantly, and the rate 
on the Bank's line of credit with another institution 
is tied to the Prime Rate, which also has decreased 
substantially from December 31, 1994 to December 31, 
1995.  Total interest expense increased $214,665, or 
14.93% for the quarter ended December 31, 1995 over 
the quarter ended December 31, 1994.   

Net Interest Income
-------------------
	Net Interest income decreased $51,181 or 4.01% 
for the quarter ended December 31, 1995 over December 
31, 1994.  This decrease is the result of an increase 
in deposit balances for which the increase in interest 
rates on loans could not compensate.

Provision for Loan Losses
-------------------------
	Management's evaluation of the risk elements in 
the loan portfolio is the basis for the provision 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 
provision for loan losses expense increased $18,990 
for the quarter ended December 31, 1995 as compared 
with the corresponding period ending December 31, 
1994.  Net Interest Income after Provision for Loan 
Losses for the quarter ended December 31, 1995 
decreased $70,171, or 5.50% over the quarter ended 
December 31, 1994.

<PAGE>

Other Income
------------
	Other Income for the quarter dropped $46,274, a 
17.54% difference from the same quarter the previous 
year.  Deposit services charges decreased $25,288 
(15.95%) for the quarter ended December 31, 1995.  As 
the Bank tries to retain exceptional customers, fee 
income on non-sufficient funds has dropped 
substantially.   Loan Fees also decreased $19,161 or 
22.32% for the quarter, due primarily to a drop in the 
average loans outstanding.
	
Other Expenses
--------------
	Other expenses decreased $7,112 (0.70%) for the 
quarter ended December 31, 1995 as compared to 
December 31, 1994.  This decrease is the result of a 
$18,275 drop in Salaries and Employee Benefits, or 
3.93%, at December 31, 1995 compared to December 31, 
1994.  As people leave the employment of the Bank, 
their duties have been successfully overtaken by 
remaining employees, thus eliminating the need to hire 
replacements.  Management's  continues to diligently 
focus on expense control continues to show improved 
results.  Net income for the quarter ended                  
December 31,1995 increased $50,362 or 18.27% over 
quarter ended, December 31 1994. 

               FINANCIAL CONDITION

Assets
-------
	Loan volume increased $3,536,200 or 3.20% for 
the three month period from September 30, 1995 to 
December 31, 1995.  Even with strong competition in a 
tight loan market, loans showed strong growth.  Cash 
decreased $581,705 (22.87%) and interest bearing 
deposits in other banks also decreased $510,220 
(21.69%) for the quarter ended December 31,1995 as 
compared to December 31,1994.  As loan balances grew, 
the Bank's cash balances were used for funding.

Liabilities
-----------
	Deposits increased $1,564,588 or 1.47% from 
December 31, 1994 to December 31, 1995. The Bank also 
increased Federal Home Loan Bank advances this quarter 
by $1,850,000 over last year's corresponding quarter.  
This increase in borrowings was necessary to help fund 
new loans.

<PAGE>



                      PART II


ITEM 5.		OTHER INFORMATION

The Company declared a $0.10 per share 
dividend on all shares outstanding as of 
December 1, 1995.  The dividend was paid 
on December 15, 1994.

ITEM 6.		EXHIBITS AND REPORTS ON FORM 8-K.
	
				No reports were filed on form 8-K.		

<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
                                        --------------------
									                               G. Fred Coolidge III
					                                   Senior Vice President
                                        Chief Financial Officer 
 
<PAGE>