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, 1996

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

For the transition period from ___________ to _________

	Commission file number   0-16657         

FIRST GEORGIA HOLDING, INC.

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

                  1703 Gloucester Street
                  Brunswick, Georgia 31520

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



Check whether the issuer (1) has filed all reports 
required to be filed by section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 
12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) 
has been subject to such filing requirements for the 
past 90 days.    Yes ___X____    No______             

Number of shares of Common Stock outstanding as of 
December 31, 1996.
                                                              

                           2,034,961

<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, 1996 and September 30, 1996	 	         3  


Consolidated Income Statements for the 
 Three Months Ended December 31, 1996 & 1995    	    4

Consolidated Cash Flow Statements for
 the Nine Months ended December 31, 1996 & 1995	     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

<PAGE>

                FIRST GEORGIA HOLDING COMPANY			
                 CONSOLIDATED BALANCE SHEETS			
			
Assets:	                                    12/31/96       9/30/96
                                             ------------    -----------
Cash	                                     $   3,168,808     2,956,328
Interest bearing deposits in other banks	     7,117,207     2,954,350
Investment securities to be held
 to maturity                                  8,921,199    10,325,537
Loans receivable, net      		               123,906,340   122,431,469
Real estate acquired in 
 settlement of loans                             65,000        94,200
Federal Home Loan Bank stock, at cost 	       1,160,300     1,575,700
Premises and equipment, net                   3,326,203     3,334,879
Accrued interest receivable                     904,661       852,632
Intangible assets, net                        1,243,598     1,276,532
Other assets                                    737,455     1,113,646
			                                         ------------  ------------
                                          $ 150,550,771   146,915,273
			                                         ============  ============
Liabilities and Stockholders' Equity			
			
Liabilities:			
  Deposits                                $ 125,397,298   121,554,457
  Federal Home Loan Bank advances        	   10,600,000    11,100,000
  Advance payments by borrowers for 
   property taxes and insurance 		               32,245        60,619
  Other borrowed money                           92,000        92,000
  Accrued expenses and other liabilities      2,372,820     2,192,501
			                                        -------------  ------------
                                            138,494,363   134,999,577
			                                        -------------  ------------
Stockholders' Equity 			
 Common stock, $1.00 par value.  
  Authorized 15,000,000 shares; issued 
  and outstanding 2,034,962 shares	           2,034,962     2,034,962
 Additional paid-in capital                   5,239,851     5,239,851
 Retained earnings                            4,781,595     4,640,883
			                                        ------------   ------------
                                             12,056,408    11,915,696
			                                        ------------   ------------
                                         $  150,550,771   146,915,273
			                                        ============   ============

See accompanying notes to consolidated financial statements.
			
<PAGE>

                      FIRST GEORGIA HOLDING COMPANY			
                      CONSOLIDATED INCOME STATEMENTS			
			
		                                        Three Months Ended	
                                                    12/31/96   12/31/95
                                                    ---------- ----------
Interest Income:			
    Loans                                      $    2,878,821  2,701,524
    Investment securities                             160,392    152,971
    Other                                              79,385     23,687
                                                    ---------- ----------
      Total interest income                         3,118,598  2,878,182
                                                    ---------- ----------
Interest Expense:			
   Deposits                                         1,555,457  1,433,800
   Advances and other borrowings                      179,126    218,801
                                                    ---------- ----------
      Total interest expense                        1,734,583  1,652,601
                                                    ---------- ----------
      Net interest income                           1,384,015  1,225,581
			
Provision for Loan Losses                              10,408     18,990
               			                                  ---------- ----------
   Net interest income after provision
    for loan losses                                 1,373,607  1,206,591
                                                    ---------- ----------
Other Income:			
   Loan fees                                          100,543     66,696
   Deposit service charges                            156,878    133,282
   Other operating income                               7,950     17,580
			                                                 ---------- ----------   
     Total other income                               265,371    217,558
			                                                 ---------- ----------
Other Expenses:			
    Salaries and employee benefits                    564,287    447,141
    Net occupancy expense                             257,064    243,581
    Data processing                                     2,149      1,581
    Amortization of intangibles                        32,934     32,934
    Loss on sale of foreclosed property                  -         6,719
    Federal insurance premiums                         67,586     66,249
    Other operating expenses                          235,917    214,736
                                                    ---------- ----------
      Total other expenses                          1,159,937  1,012,941
                                                    ---------- ----------
      Income before income taxes                      479,041    411,208
			
Income taxes                                          175,536    147,423
                                                    ---------- ----------
    Net Income                                 $      303,505    263,785
                                                    ========== ==========
			
Income per share of common stock               $         0.14       0.13
                                                    ========== ==========
Weighted average number of shares outstanding       2,034,962  1,989,962
			
See accompanying notes to consolidated financial statements	
		
<PAGE>

 
                         FIRST GEORGIA HOLDING COMPANY				
                      CONSOLIDATED CASH FLOW STATEMENTS				
		                              THREE MONTHS ENDED DECEMBER 31,		
                                                      1996          1995
                                          -------------------------------	
OPERATING ACTIVITIES:				
  Net income                             $            303,505     263,785	
  Adjustments to reconcile net income				
    to net cash provided by operations:				
    Provision for loan losses                          10,408      18,990	
    Depreciation and amortization                      98,468      95,865
    Amortization of intangibles                        32,934      32,934
    Amortization of deferred loan fees                (56,405)    (13,418)	
    FHLB Stock Redemption                             415,400         -     	
    (Gain)/Loss on sale of assets                           0       6,719	
    (Increase) Decrease in accrued interest 
      receivable                                      (52,029)    (93,170)	
    Increase (decrease) in other assets               376,191     (52,290)	
    Increase (decrease) in advance payments
      by borrowers for property taxes 
      and insurance                                   (28,374)    (27,449)	
    Increase (decrease) in accrued 
      expenses and liabilities                        180,319    (678,835)	
                                          ------------------------------- 
    Net Cash Provided By Operating
      Activities                                    1,280,417    (446,869)	
                                          -------------------------------
INVESTING ACTIVITIES:				
  Principal payments received on 
    mortgage-backed securities                        406,435     135,454	
  Maturities of investment securities                 998,750           0
  Purchase of investment securities                         0    (400,000)	
  Loan originations, net of principal
    repayments                                     (1,493,314) (3,780,043)	
  Purchase of Premesis and equipment                  (90,639)    (81,506)	
  Proceeds from the sale of real 
    estate acquired in settlement of loans             93,640     199,115	
                                          -------------------------------				
    Net Cash Used By Investing Activities             (85,128) (3,926,980)	
                                          -------------------------------				
				
FINANCING ACTIVITIES:				
				
  Net increase (decrease) in deposits               3,842,841   1,564,588	
 (Repayments of) Proceeds from other
    borrowings                                              0           0
  Proceeds from FHLB Advances                               0   6,350,000	
  Repayments of FHLB Advances                        (500,000) (4,500,000)	
  Cash Dividends paid                                (162,793)   (132,664)	
                                          -------------------------------  
     New Cash Provided by Financing
      Activities                                    3,180,048   3,281,924	
                    				                  -------------------------------
Increase In Cash And Cash Equivalents               4,375,337  (1,091,925)	
Cash and Cash equivalents at beginning
   of year                                          5,910,678   4,895,678	
				                                      -------------------------------
Cash and cash equivalents at end
   of quarter                            $         10,286,015   3,803,753	
			                    	                  ===============================
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, 1996 and September 
30, 1995.  Also included are the results of its 
operations and changes in financial position for the 
three months ended December 31, 1996 and 1995.  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, 
1996.
	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 7.69% and 3.94% at 
December 31, 1996 and September 30, 1996, 
respectively.

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

CAPITAL RESOURCES

	The following is a reconciliation at December 
31, 1996 of the Bank's equity capital under generally 
accepted accounting principles to regulatory capital.

	First Georgia Bank
	  Stockholder's Equity                    12,036,000

	Less:
	  Intangible Assets                        1,244,000
                              							      ----------
                                           10,792,000

	Plus:
	  Qualifying intangible assets             1,244,000
                                           ----------
	     Core Capital                         12,036,000

	Plus:
	 Supplemental Capital                        958,000
                                           ----------
	     Risk-based Capital                   12,994,000
                                           ==========

	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, 1996, the Bank met all 
three capital requirements.

<PAGE>

	The Bank's regulatory capital and the required 
minimum amounts at December 31, 1996 are summarized as 
follows:
	
(Dollar Amounts in Thousands)
 	 				                       
                                         Required             Excess
                      Bank Capital    Minimum Amount      (Deficiency)
                      -------------    --------------     ---------------   
                         %	    $          %       $          %       $     
                      -------------    --------------     ---------------
Tangible Capital:      7.23 10,792      1.50  2,239        5.73   8,553
Core Capital:          8.00 12,036      4.00  6,019        5.34   6,017
Risk-based Capital:   10.44 12,994      8.00  9,959        2.44   3,035


	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, 1996, the Bank's Tier 1 risk-
based capital ratio was 9.67%.  If a depository 
institution should fail to meet its regulatory capital 
requirements, regulatory agencies can require 
submission and funding of a capital restoration plan 
by the institution, place limits on its activities, 
require the raising of additional capital and, 
ultimately, require the appointments of a conservator 
or receiver for the institution.

	The Bank's capital position changed during the 
quarter ended December 31, 1996.  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.

<PAGE>

                          RESULTS OF OPERATIONS

INTEREST INCOME

	Interest Income increased $240,416, or 8.35% for 
the period ended December 31, 1996 as compared to the 
same period in 1995.  Interest income on loans 
increased  $177,297 or 6.56% for the quarter ended 
December 31, 1996, compared for the same quarter ended 
December 31, 1995.  Average loan balances were up over 
$111,500,000 at December 31, 1996 as compared to 
December 31, 1995. Competition for loans remains 
strong, and loan demand is still steady.   However, 
the Bank continues to be selective in the loans that 
it makes, as evident by its low real estate foreclosed 
balances.  Management expects loan demand to maintain 
healthy levels.  Other interest income for the quarter 
ended December 31, 1996 increased $55,698, or 235.14% 
over the same quarter ended December 31, 1995 because 
of an increase in interest earning deposits of over 
$4,000,000.   The Bank is attracting several new 
deposits from the local community, as can be seen in 
the increase in deposit balances of over $3,000,000.  
	
INTEREST EXPENSE

	Interest Expense increased $81,982 (4.96%) for 
quarter ended December 31, 1996 compared to December 
31, 1995.  Interest on deposits increased $121,657 
(8.48%) for the three month period  ended December 31, 
1996 over the same period ended December 31, 1995. 
Average deposits increased over $18,000,000 from 
December 31, 1995 to December 31, 1996, which caused 
the increase in interest expense.  However, this 
increase in funds enabled the Bank to repay its 
maturing Federal Home Loan Bank Advances rather than 
renewing them. .   High deposit balances have 
eliminated the need for any additional borrowings.  
Consequently, interest on advances and other 
borrowings decreased $39,675 (18.13%) over the 
comparable three month periods.

NET INTEREST INCOME

	Net Interest Income increased $158,434, or 
12.93% for the quarter ended December 31, 1996 over 
December 31, 1995.  Increases in loan balances and 
interest earning deposits offset the increases in 
deposit balances enough to produce a favorable net 
interest margin.  Management believes this growth will 
continue throughout fiscal 1997.

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 decreased $8,582, or 
45.19% for the quarter ended December 31, 1996 as 
compared with the corresponding period ended December 
31, 1995.  Net Interest Income after Provision for 
Loan Losses for the quarter ended December 31, 1996 
increased $167,016, or 13.84% from the same period 
last year.

<PAGE>

OTHER INCOME

	Other Income for the quarter increased $47813, a 
21.98% difference from the same quarter the previous 
year.   Fees collected on loans increased $33,847, or 
50.75% for the three months ended December 31, 1996 as 
compared to the three months ended December 31, 1995.  
Deposit fees also increased by $23,596, or 17.70% over 
the same period mentioned above.  Management has 
emphasized the importance of generating and collecting 
fee income from loans and deposits.   Other income 
decreased $9,630, as a result of decreases in several 
small areas.
	
OTHER EXPENSES

	Other expenses increased  $146,996  (14.51%) for 
the quarter ended December 31, 1996  as compared to 
December 31, 1995.  The Bank has opened a new branch 
in the local Wal-Mart Supercenter, and with that comes 
several start up costs.  Salaries and employee 
benefits increased $117,146,or 26.20% for the three 
month period ended December 31, 1996 over the three 
month period ended December 31, 1995.  This increase 
is attributable to the new staff at the new office, a 
cost nonexistent in 1995.  Occupancy expense increased 
$13,483, or 5.54% for the quarter ended December 31, 
1996  as compared to the same period in 1995.  Mostly 
new equipment had to be installed at the new office, 
causing this increase.  The Bank did not incur any 
loss in the sale of its foreclosed assets, resulting 
in a decrease of $6,719 for the three month period 
ending December 31, 1996 compared to December 31, 
1995.  Micellaneous expense increased $21,181 (9.86%) 
over the quarter ended December 31, 1996  as compared 
to December 31, 1995. Many small expenses associated 
with the new branch, such as advertising, office 
supplies, and consulting fees, are the reasons for 
this increase.  The Bank accrued $175,536 in income 
taxes for the quarter ended December 31, 1996, an 
increase of $39,720 (15.06%) over the same quarter in 
1995.

	                  FINANCIAL CONDITION

ASSETS

	Loan volume shows a steady increasing trend of  
$1,474,871 or 1.20% for the three month period from 
September 30, 1995 to December, 1996.  Even with 
strong competition in a tight loan market, loans 
showed strong growth.  As of December 31, 1996, 
interest bearing deposits increased $4,162,857 
(140.91%).  This high balance is the result of growth 
in the bank's deposit portfolio.

LIABILITIES

	Deposits have  increased substantially, 
$3,842,841 or 3.16% for the three month period 
beginning September 30, 1995.  With this excess cash, 
the Bank has been able to pay off Federal Home Loan 
Bank Advances in the amount of $500,000, a 4.50% drop.  
Despite intense competition for the loan and deposit 
business in Glynn County, the Bank has been able to 
grow at a sustainable rate.

<PAGE>

                                  PART II



ITEM 5. 	Other Information

On December 15, 1996, the Company paid a 
$0.08 per share dividend to shareholders 
of record as of December 1, 1996.

The Bank has signed a letter of intent to 
sell the Hinesville Branch to a financial 
institution in that market.  Management 
expects the sale to consummated in the 
second quarter of 1997.

The Bank opened a new branch in the local 
Wal-Mart Supercenter in October 1996.  
This branch will give the Bank a branch in 
a huge market area of the county and will 
establish First Georgia's branch network 
as one of the best in the area.  The 
branch has far exeeded Management's 
estimates for deposit balances.

<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:  01/29/97                          BY:  G. FRED COOLIDGE III
      -----------                            ---------------------
                                              Senior Vice President
                                              Chief Financial Officer