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 June 30, 2000
[  ] 	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

incorporation or organization)**(IRS Employer Identification No.)** 

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 filesuch 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 June 30, 2000.

 

7,198,371

 

PART I

FINANCIAL INFORMATION

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

 **Page
**Consolidated Balance Sheets as of 

June 30, 2000 and September 30, 1999
**3
**Consolidated Income Statements for the Three Months Ended

June 30, 2000 and 1999 and the nine months ended June 30, 2000 

and 1999.
**4
**Consolidated Cash Flow Statements for the Nine Months Ended

June 30, 2000 and 1999
**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 5. Exhibits and Reports on Form 8-K
**13
**FIRST GEORGIA      HOLDING, INC.****CONSOLIDATED      BALANCE SHEETS****(unaudited)** ** **** ****6/30/00**** ****9/30/99****Assets:**    Cash and cash      equivalents:    Cash and due from    banks$8,763,932 $ 6,741,939 Federal funds sold 7,350,700  - Interest bearing deposits in      other banks 247,854  460,627 Cash and cash      equivalents 16,362,486  7,202,566      Investment securities to be      held to maturity,    fair value approximately      $15,375,000 at    June 30, 2000 and $13,966,000      at    September 30, 1999 16,103,960  14,442,058 Loans receivable,net 196,486,845  173,196,591 Real estate owned 314,328  225,000 Federal Home Loan Bank stock,      at cost 892,300  837,500 Premises and equipment,      net 5,483,755  4,900,601 Accrued interest      receivable 1,396,198  1,205,599 Intangible assets,    net 621,560  693,281 Other assets 1,402,493  1,592,385       $239,063,925 $ 204,295,581      **Liabilities and      Stockholders' Equity**    **Liabilities:**    Deposits$213,839,032 $ 173,174,361 Federal Home Loan Bank      advances 2,500,000  8,600,000 Other borrowings 2,000,000  2,860,000 Accrued interest    payable 647,748  517,739 Accrued expenses and other      liabilities 1,118,986  1,818,970   220,105,766  186,971,070      **Stockholder's      Equity**    Common stock, $1.00 par value;      10,000,000 shares     authorized; 7,198,371 and      7,198,371 shares issued     and outstanding at June 30,      2000 and     September 30, 1999,      respectively 7,198,371  7,198,371 Additional paid-in      capital 715,740  715,740 Retained earnings  11,044,048  9,410,400        18,958,159  17,324,511       $239,063,925 $ 204,295,581           See accompanying noted to      consolidated financial statements.    **FIRST GEORGIA      HOLDING, INC.****CONSOLIDATED      INCOME STATEMENTS****(unaudited)**** **  **Three Months Ended** **Nine Months Ended**  **06/30/00**** ****06/30/99** **06/30/00**** ****06/30/99**         Interest Income:        Loans$4,785,586  3,755,039 $13,552,456  10,866,163 Interest on Federal funds      sold 187,859  66,702  257,147  372,221 Interest on    investments 285,955  247,960  741,355  719,942 Other  1,905  2,563  4,296  3,674 Total interestincome 5,261,305  4,072,264  14,555,254  11,962,000          Interest Expense:        Deposits 2,402,190  1,809,077  6,493,047  5,630,887 Advances and other      borrowings 68,492  120,680  369,826  367,618 Total interest    expense 2,470,682  1,929,757  6,862,873  5,998,505          Net interest income 2,790,623  2,142,507  7,692,381  5,963,495 Provision for loan losses       175,000  509,011  265,000  509,067 Net interest income      after        provision for loan      losses 2,615,623  1,633,496  7,427,381  5,454,428          Other Income:        Loan servicing fees 146,441  150,806  398,928  538,039 Deposit service    charges 496,462  353,191  1,400,015  1,024,184 (Loss) gain on sale of real      estate owned, net -  (115,000) 16,316  (97,881)Gain on sale of    branch -  767,011  -  767,011 Other operating    income 66,951  13,123  151,146  105,484 Total other income 709,854  1,169,131  1,966,405  2,336,837          Other Expenses:        Salaries and employee benefits       1,007,109  832,034  2,923,894  2,470,204 Premises and occupancy      costs 515,240  360,586  1,454,502  952,180 Amortization of      intangibles 23,907  21,555  71,721  77,415 Federal insurance      premiums 9,384  -  43,674  - Other operating    expenses 598,317  654,701  1,696,739  1,703,164 Total other expenses 2,153,957  1,868,876  6,190,530  5,202,963 Income before income      taxes 1,171,520  933,751  3,203,256  2,588,302          Income Taxes 468,609  354,194  1,281,673  966,443          Net Income$702,911 $ 579,557 $1,921,583 $ 1,621,859          Income per share of common      stock        Basic$0.10 $ 0.08 $0.27 $ 0.23 Diluted$0.09 $ 0.07 $0.25 $ 0.21                   See accompanying notes to      consolidated financial statements        FIRST GEORGIA      HOLDING, INC.CONSOLIDATED      STATEMENT OF CASH FLOWS  NINE MONTHS      ENDED  JUNE  30,  20001999OPERATINGACTIVITIES:$1,921,583 1,621,859 Net Income   Adjustments to reconcile net      income   to cash provided by      operations:   Provision for loan      losses 265,000 509,067 Depreciation and      amortization 777,326 530,292 Amortization of      intangibles 71,721 77,415 Amortization of deferred loan      fees (8,431)(31,131)Gain on sale of real estate      owned (16,316)97,881 Increase in FHLB    stock (54,800)- Increase in accrued interest      receivable (190,599)(33,541)Decrease in other    assets 189,892 60,326 Increase in accrued interest      payable 130,009 5,189 Decrease in accrued expenses      and liabilities (699,984)(611,724)    Net Cash Provided By Operating      Activities 2,385,401 2,225,633     INVESTINGACTIVITIES:   FHLB stockredemption - 322,800 Principal payments received on      mortgage-backed securities 1,098,682 3,265,786 Maturities of investment      securities 325,000 - Purchase of investment      securities (3,121,559)(6,673,361)Loan originations, net of      principal repayments (24,122,022)(16,220,865)Purchase of premises and      equipment (1,324,505)(786,214)Proceeds from the sale of real      estate owned 502,187 146,203     Net Cash Used By Investing      Activities (26,642,217)(19,945,651)    FINANCINGACTIVITIES:   Net increase in    deposits 40,664,671 1,025,781 Proceeds from other      borrowings, net 2,000,000 - Repayments of other      borrowings (2,860,000)- Proceeds from FHLB      advances - 3,200,000 Repayments of FHLB      advances (6,100,000)(4,200,000)Net liabilities of branch      assumed by purchaser, net of gain - 8,824,397 Cash dividends paid ($0.06 and      $0.08 per share, respectively) (287,935)(287,938)Cash paid for fractional      shares - (883)    Net Cash Provided By Financing      Activities 33,416,736 8,561,357     Net increase (decrease) in      cash and cash equivalents 9,159,920 (9,158,661)Cash and cash equivalents at      beginning of period 7,202,566 17,710,166     Cash and cash equivalents at      end of period$16,362,486 8,551,505     Supplemental disclosure of      cash paid during the period for:   Interest$6,732,864 6,048,158 Income Taxes, net of refund of      $180,000 in 1999 1,075,000 813,000   7,807,864 6,861,158 Supplemental disclosure of      non-cash activities:   Loans transferred to real      estate owned$866,329 91,807 Sale of real estate owned      financed by bank 759,112 47,717  $1,625,441 139,524 See accompanying notes to      consolidated financial statements       
FIRST GEORGIA HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) BASIS OF PRESENTATION

In the opinion of Management, the accompanying unaudited consolidatedfinancial statements contain all adjustments necessary to present fairly thefinancial position of First Georgia Holding, Inc. as of June 30, 2000 andSeptember 30, 1999. Also included are the results of its operations and changesin financial position for the three and nine months ended June 30, 2000 and1999. The results of operations for the interim periods presented are notnecessarily indicative of the results to be expected for the full year.

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

For further information, refer to the consolidated financial statements andfootnotes thereto included in the Bank's Annual Report to Shareholders,incorporated by reference into the Company's Form 10-KSB for the year endedSeptember 30, 1999.
EARNINGS PER SHARE  

Earnings per share were calculated using the weighted-average number ofshares outstanding for the period. The diluted earnings per share takes intoconsideration the assumed increase in shares from the conversion of stockoptions as well.

 
 **Three Month      Period Ended**** ****Nine Month      Period Ended** **June 30,**** ****June 30, 2000** **2000**** ****1999**** ****2000**** ****1999**Weighted average number of      common       shares outstanding -      Basic7,198,371  7,198,418  7,198,371  7,198,445         Incremental shares from the      assumed       conversion of stock      options471,745  547,857  493,157  540,943         Total - Diluted7,670,116  7,746,275  7,691,528  7,739,388         
The incremental shares from the assumed conversion of stock options weredetermined using the treasury stock method under which the assumed proceeds wereequal to the amount that the Company would receive upon the exercise of theoptions plus the amount of total benefit that would be credited to additionalpaid-in-capital assuming exercise of options. The assumed proceeds are used topurchase outstanding shares at the average market price during the period.

(3) ALLOWANCE FOR LOAN LOSSES

Changes in the allowance for loan losses are summarized asfollows:
  **Nine months**** ****Year  Ended**  **ended June    30,**** ****September 30,**  **2000**** ****1999**     Beginning balance$1,235,566 $968,632 Provision charged to      operations 265,000  509,067 Charge-offs (291,228) (299,149)Recoveries 47,377  57,016 Balance, end of year$1,256,715 $1,235,566       
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 ofliquidity above the levels required by regulatory authorities. As a member ofthe Federal Home Loan Bank System, the Bank is required to maintain a dailyaverage balance of cash and eligible liquidity investments equal to a monthlyaverage of 4% of withdrawable savings and short-term borrowings. The Bank'sliquidity level was 7.67% and 5.88% at June 30, 2000 and September 30, 1999,respectively.

The Bank's operational needs, demand for loan disbursements, and savingswithdrawals can be met by loan principal and interest payments received, newdeposits, and excess liquid assets. Significant loan demand, deposit withdrawal,increased delinquencies, and increased real estate acquired in settlement ofloans (REO) could alter this condition. Management does not foresee anyliquidity problems for fiscal 2000.

CAPITAL RESOURCES

The following is reconciliation at June 30, 2000 of the Bank's equity capitalto regulatory capital, under generally accepted accounting principles:
First Georgia Bank Stockholder's Equity$ 20,927,000   Less: Intangible assets621,000 Tangible Capital20,306,000   Plus: Qualifying intangible      assets621,000 Core Capital20,927,000   Plus: Supplemental Capital1,256,000   Less: Deducted Capital363,000 Risk-based Capital$ 21,820,000   
Current regulations require institutions to keep minimum regulatory tangiblecapital equal to 1.5% of adjusted assets, minimum core capital to adjustedassets of 3% (the leverage ratio), and risk-based capital to risk-adjustedassets of 8%. The Office of Thrift Supervision (the OTS) may increase theminimum core capital, or leverage ratio, based on its assessment of theinstitution's risk management systems and the level of total risk in theindividual institution. At June 30, 2000, the bank met all three capitalrequirements.

 

The Bank's regulatory capital and the required minimum amounts at June 30,2000 are summarized as follows:

 
  ** **** ****Required      Minimum**** **** **  **Bank      Capital****Amount****Excess      (Deficiency)**  **%****$****%****$****%****$** Tangible Capital:8.52%20,306,000 1.50%3,576,645 7.02%16,729,355          Core Capital:8.75%20,927,000 4.00%9,562,560 4.75%11,364,440          Risk-Based Capital:10.67%21,820,000 8.00%16,367,520 2.67%5,452,480         
 

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

 
 Tier 1 Risk-BasedRisk-BasedLeverage Capital RatioCapital RatioRatio    Well Capitalized10% or above6% or above5% or above    Adequately    Capitalized8% or above4% or above4% or above    UndercapitalizedLess than 8%Less than 4%Less than 3%    Significantly      UndercapitalizedLess than 6%Less than 3%Less than 3%    Critically      Undercapitalized----------------------------------2% or  less
 

An unsatisfactory examination rating may cause an institution'scapitalization category to be lower than suggested by its actual capitalposition. 

At June 30, 2000, the Bank's Tier 1 risk-based capital ratio was 10.23%. If adepository institution should fail to meet its regulatory capital requirements,regulatory agencies can require submission and funding of a capital restorationplan by the institution, place limits on its activities, require the raising ofadditional capital, and ultimately require the appointments of a conservator orreceiver for the institution.

The Bank's capital position changed during the quarter ended June 30, 2000 towell capitalized. Total capital as well as tangible capital, core capital, andrisk-based capital continued to increase during the quarter. The mix ofrisk-based assets and additional earnings are the primary factors for thisincrease.

RESULTS OF OPERATIONS

INTEREST INCOME

Interest income on loans increased $1,030,547, or 27.4%, for the three-monthperiod ended June 30, 2000 and $2,686,293, or 24.7% for the nine-month periodended June 30, 2000 as compared to the same period in 1999. The Company has beenaggressive in attracting new loan business. However, the Bank continues to beselective in the loans that it makes, as evidenced by its low real estate ownedbalances. Base interest rates increased during the quarter, which increasedinterest income. Despite increased interest rates, management expects loandemand to maintain healthy levels. Interest on investments increased $37,995, or15.3% for the quarter and $21,413 or 2.9% for the nine-month period ended June30, 2000 as compared to the same periods ended June 30, 1999. As the Bank's loanbalance grew, Management increased its investment holdings. Average investmentbalances increased approximately $282,000 from June 30, 2000 as compared to June30, 1999. Interest on federal funds sold for the quarter ended June 30, 2000increased $121,157, or 181.6% as compared to the same quarter ended June 30,1999. For the nine-month period ended June 30, 2000, interest on federal fundssold decreased $115,074 or 30.9% as compared to the same period ended June 30,1999. This decrease is primarily due to the first three months of the period inwhich federal funds were purchased nightly for an extended period. During thelast six months of the period, more interest income was earned because federalfunds were sold on a regular basis. In a trend continued from the prior fiscalyear, the Bank has seen significant growth in its deposit balances. The Bank isoffering new deposit products, such as free checking, which has been acceptedfavorably in the marketplace. Consequently, the Bank has been able to investmoney into short-term earning vehicles, such as overnight federal funds.

INTEREST EXPENSE

Interest on deposits increased $593,113, or 32.7% for the quarter ended June30, 2000 and $862,160, or 15.3% for the nine-month period ended June 30, 2000 ascompared to the same period in 1999. Average deposit balances increasedapproximately $39 million in the nine-month period from September 30, 1999 toJune 30, 2000. The market place in which the Bank operates is extremelyconducive to deposit growth, and the Bank has positioned its deposit products totake full advantage of the area's deposit demand. Interest on advances and otherborrowings decreased $52,188 or 43.2 % for the quarter and increased $2,208 or0.6% for the nine-month period ending June 30, 2000. During the first threemonths of the year, the Bank was borrowing federal funds daily resulting in anincrease in interest expense. The Bank has been able to sell federal funds forthe last six months of the period, resulting in a decrease in interest expensefor the three months ended June 30, 2000 over the same period in 1999. Theincrease in deposits has made it possible to pay-off several Federal Home LoanBank advances and other borrowings.

NET INTEREST INCOME

Net interest income increased $648,116, or 30.3% for the quarter and$1,728,886, or 28.9% for the nine-month period ended June 30, 2000 as comparedto the same periods last year. While increases in loan balances offset byinterest earning deposits have contributed substantially to the increase, theincrease in non-interest bearing deposits held by the Bank has been the mainfactor contributing to the increase. Management believes this growth willcontinue throughout fiscal year 2000.

PROVISION FOR LOAN LOSSES

The loan loss provision decreased $334,011 or 65.6% for the quarter anddecreased $244,067 or 47.9% for the nine months ended June 30, 2000 as comparedto the same periods ended June 30, 1999. The decrease is primarily attributed toa large increase to the provision for loan losses during the quarter ended June30, 1999. The Bank experienced $297,371 net charge-offs for the quarter andsignificant loan growth which required an increase to the provision for loanlosses during the three-month period ended June 30, 1999. With the growth inloan volume, Management found it necessary to increase the loan loss provisionduring the period ended June 30, 2000. Net Interest Income after the Provisionfor Loan Losses for the quarter ended June 30, 2000 increased $982,127, or 60.1%from the same period last year and $1,972,953, or 36.2% for the nine-monthperiod ended June 30, 2000 over June 30, 1999.

OTHER INCOME

Other income for the quarter decreased $459,277 or 39.3% from the samequarter the previous year and $370,432 or 15.9% for the nine-month period endedJune 30, 2000 as compared to the same period in the previous year. The decreaseis attributable to the $767,011 gain on the sale of the Blackshear branch duringthe quarter ended June 30, 1999. Excluding this gain, other income increased$332,780 for quarter ended June 30, 2000 over the same period last year andincreased $421,625 for the nine-month period. The main factor for this increaseis an increase in deposit service charges. As the volume of deposits increased,fee income, such as service charges and insufficient funds fees, increased aswell. Deposit service charges increased $143,271, or 40.6% for the quarter and$375,831, or 36.7% for the nine-month period ended June 30, 2000 compared to thesame periods in the previous year.

OTHER EXPENSES

Other expenses for the quarter ended June 30, 2000 increased $310,116, or16.8%, over the quarter ended June 30, 1999. Other expenses for the nine-monthperiod ended June 30, 2000 increased $1,012,602, or 19.6%, over the nine-monthperiod ended June 30, 1999. Salaries and employee benefits increased $175,075,or 21.0% in the three-month period ending June 30, 2000 over the same periodended June 30, 1999, and $453,690, or 18.4% for the nine-month period ended June30, 2000 over the same period last year. The Bank has added several newemployees to help with the growth the Bank is experiencing. Management does notforesee any extraordinary hiring concerns for the remainder of the year.Premises and occupancy costs increased $154,654 or 42.9% for the quarter endedJune 30, 2000 over the quarter ended June 30, 1999. Premises and occupancyexpenses increased $502,322 or 52.8% over the nine-month period ended June 30,2000 as compared to the same period last year. This increase results fromadditional computer, phone, and other office equipment purchased. Otheroperating expenses decreased $31,349, or 4.9%, for the quarter and increased$18,610, or 1.1% for the nine-month period ended June 30, 2000 as compared tolast year. The decrease for the three-month period is related to additionalexpenses that were incurred during the same period last year related to the saleand disposal of the Blackshear branch. This increase over the nine month periodas compared to the same period last year results primarily from additionalexpenses related to the implementation of Internet banking services and theestablishment of additional communication lines. 

The Bank increased its provision for income taxes by $114,415, or 32.3% forthe quarter and $669,424, or 109.3% for the nine-month period ended June 30,2000 as compared to the same periods in 1999. The effective tax rate remainedconsistent at a rate of 40%.

FINANCIAL CONDITION

ASSETS

Cash and cash equivalents increased $9,159,920 or 127.2%, over the nine-monthperiod ended June 30, 2000. With the increase in transaction deposit accounts,the Bank has maintained higher cash and cash equivalents balances. Interestbearing deposits in other banks decreased $212,773 for the nine months endedJune 30, 2000 and Federal funds sold increased $7,350,000 over the same period.Investment balances increased $1,661,902, or 11.5%, for the nine months endedJune 30, 2000. The Bank is quickly investing new deposit balances. Premises andequipment increased $583,154, or 11.90% resulting from the opening of a newbranch and the purchase of new computer equipment. Other assets decreased$189,892 over the nine-month period ended June 30, 2000. This decrease primarilyresults from an $80,000 decrease in the cash letter adjustments account.

Loans receivable increased $23,290,254, or 13.5% as of the nine months endedJune 30, 2000 over September 30, 1999. The Bank has been aggressive, yetselective, in attracting new loan business. The Bank's loan portfolio at June30, 2000 and September 30, 1999 is summarized as follows:
**LOANS      RECEIVABLE**  **6/30/00**** ****9/30/99**Real estate mortgage      loans$116,751,443 $ 108,769,659 Real estate constuction      loans 43,825,222  33,644,439 Consumer loans 19,207,640  14,801,585 Commercial and other      loans 18,221,085  17,480,590   198,005,390  174,696,273      Less:    Deferred loan fees 194,435  202,866 Unearned interest    income 67,395  61,250 Allowance for loan      losses 1,256,715  1,235,566  $1,518,545 $ 1,499,682      
ALLOWANCE FOR LOAN LOSSES

Management conducts an extensive review of the provision for loan losses on amonthly basis. Additions to the allowance for loan losses are charged tooperations based upon management's evaluation of the potential losses in itsportfolio. This evaluation considers the estimated value of the underlyingcollateral and such other factors as, in management's judgement, deserverecognition under existing economic conditions. While management uses the bestinformation available to make evaluations, future adjustments to the allowancemay be necessary if conditions differ substantially from the assumptions used inmaking the evaluations. In addition, various regulatory agencies, as an integralpart of their examination process, periodically review the Bank's allowances forloan losses on loan and real estate owned. Such agencies may require the bank torecognize additions to the allowances based on their judgements of informationavailable to them at the time of their examination.

A loan is considered impaired when it is probable that the Company will beunable to collect all amounts due according to the contractual terms of the loanagreement. The Bank's impaired loans include non-accrual loans, troubled debtrestructurings, and large loans more than 90 days delinquent in which fullpayment of principal and interest is not expected. Cash receipts on impairedloans are used to reduce principal balances. Impairment losses are included inthe allowance for loan losses through a charge to the provision for loan losses.Impairment losses are measured by the present value of expected future cashflows discounted at the loan's effective interest rate, or at either the loan'sobservable market price or the fair value of the collateral. Adjustment toimpairment losses due to changes in the fair market value of an impaired loan'sunderlying collateral are included in the provision for losses. Upon dispositionof an impaired loan, any related valuation allowance is reversed through acharge-off to the allowance for loan losses. 

Large groups of smaller homogenous loans (consumer loans) are collectivelyevaluated for impairment. Commercial loans and larger balance real estate andother loans are individually evaluated for impairment. 

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

 
**ANALYSIS OF ALLOWANCE FOR LOAN LOSSES**** ** **Nine Months      Ended**  **6/30/00**** ****6/30/99**     Beginning balance$1,235,566 $ 968,632 Loans charged-off:    Real estate    construction 107,090  - Real estate mortgage 85,646  47,049 Consumer and other 98,492  412,277 Total charge offs 291,228  459,326      Recoveries:    Real estate    construction -  - Real estate mortgage 8,568  171,707 Consumer and other 38,809  40,447 Total recoveries 47,377  212,154      Net charge-offs 243,851  247,172      Provision charged to      operations 265,000  509,055      Balance at end of    period$1,256,715 $ 1,230,515      Ratio of net charge-offs to          average loans      outstanding 0.24% 0.15%     **ANALYSIS OF      NON-ACCRUING AND PAST DUE LOANS**      **6/30/00**** ****9/30/99****Non-accruing      Loans**    Mortgage$ 1,840,020 $ 1,987,393 Consumer 66,822  21,672 Total non-accruing    loans 1,906,842  2,009,065      **Past DueLoans**    Real estate    Construction -  - Mortgage -  - Consumer -  - Total past due loans -  -      **Total      non-accruing**    **and past due      loans**$1,906,842 $ 2,009,065      Percentage of total      loans 0.97% 1.16%     Real estate acquired    through foreclosure$314,328 $ 225,000      **Total non-accruing, past      due**    **loans, and non performing      assets.**$2,221,170 $ 2,234,065      
 

LIABILITIES

Deposits have increased $40,664,671 or 23.4%, for the nine-month period endedJune 30, 2000. The Bank has been working hard to increase its market share ofdeposits in Glynn County. This increase reflects that First Georgia has beensuccessful in soliciting new deposit business. With the increase of depositbalances, the Bank has paid-off several of its Federal Home Loan Bank advances,as evidenced by the decrease of $6,100,000, or 70.9%. Much of this money wasreplaced with the inflow of non-interest bearing deposits. Other borrowingsdecreased $860,000 from September 30, 1999. The decrease is attributable to a$2,860,000 decrease in the federal funds purchased account. Also, in an effortto raise capital, an agreement was entered into with the Independent Banker'sBank and First Georgia Holding Co., Inc. for a line of credit of $3,000,000 ofwhich $2,000,000 was drawn from the Holding Company and infused into the Bank inorder to bring the Bank to the regulatory well-capitalized status.

Accrued expenses and other liabilities decreased $699,984, or 38.5% duringthe nine-month period ended June 30, 2000. The decrease is primarilyattributable professional fees associated with the year-end auditing and taxservices, an increase in accrued salaries expenses related to bonuses, and anincrease in year 2000 expenses that were accrued for in the prior year that arenot necessary in the current year. Accrued interest payable increased $130,009or 25.1% for the nine-month period ended June 30, 2000. This is due to anincrease of approximately $39 million in average interest earning deposits overthe nine-month period.

ITEM 5.	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 Form8-K

                                       The Bank filed noreports on Form 8-K for the quarter ended June 30, 2000.

 
SIGNATURES
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 Treasurer 

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