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,  1998 
     
[ ] 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                          (IRS  Employer   Identification   No.)
jurisdiction  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 June 30, 1998.


                                    4,798,972




                                       1
<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
 June 30, 1998 and September 30, 1997                                        3


Consolidated Income Statements for the
 Three Months Ended June 30, 1998 & 1997  ........                           4

Consolidated Cash Flow Statements for
 the Three Months ended June 30, 1998 & 1997 and
 the Six Months ended June 30, 1998 & 1997  ......                           5

Notes to Consolidated Financial Statements .......                           6


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



      PART II

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





                                       2
<PAGE>



                           FIRST GEORGIA HOLDING, INC.
                           CONSOLIDATED BALANCE SHEETS

Assets:                                         06/30/98          09/30/97
                                               ---------------------------------

Cash and cash equivalents                      $   4,636,361     2,985,350
Interest bearing deposits in other banks           2,616,600     1,523,777
Investment securities to be held to maturity, 
 fair value approximately $9,923,000 at 
 June 30, 1998 and $9,692,000 at  
 September 30, 1997                                9,760,688     9,634,453
Loans receivable, net                            155,013,333   137,864,633
Real Estate Owned                                    343,633       423,000
Federal Home Loan Bank stock, at cost              1,160,300     1,160,300
Premises and equipment, net                        4,033,656     3,181,618
Accrued interest receivable                        1,049,637       960,160
Intangible assets, net                               945,925     1,029,715
Other assets                                       1,246,045       938,491
                                                 --------------------------

                                               $ 180,806,178   159,701,497
                                                 ==========================

Liabilities and Stockholders' Equity

Liabilities:
     Deposits                                  $ 152,001,932   129,889,936
     Federal Home Loan Bank advances              11,100,000    14,350,000
     Other borrowed money                                  -             -
     Accrued interest payable                        564,811       496,305
     Accrued expenses and other liabilities        2,401,203     1,617,986
                                                 --------------------------

                                                 166,067,946   146,354,227
                                                 --------------------------
Stockholders' Equity
Common stock, $1.00 par value.                     4,798,972     3,052,319
     Additional paid-in capital                    2,715,259     4,223,197
     Retained earnings                             7,224,001     6,071,754
                                                 --------------------------

                                                  14,738,232    13,347,270
                                                 --------------------------

                                               $ 180,806,178   159,701,497
                                                 ==========================

See accompanying notes to consolidated financial statements.





                                       3
<PAGE>



                           FIRST GEORGIA HOLDING, INC.
                         CONSOLIDATED INCOME STATEMENTS

                                   Three Months Ended      Nine Months Ended
                               -------------------------------------------------
                                06/30/98     06/30/97     06/30/98     06/30/97
                               -------------------------------------------------

Interest Income:
    Loans                      $3,691,462   3,021,028    10,523,168  8,794,825
    Investment securities         172,340     142,776       529,443    446,830
    Other                          22,538      19,816        42,892    158,113
                                ---------- ----------    ---------- ----------
      Total interest income     3,886,340   3,183,620    11,095,503  9,399,768
                                ---------- ----------    ---------- ----------
Interest Expense:
   Deposits                     1,810,798   1,483,996     5,136,605  4,553,123
   Advances and other
    borrowings                    210,195     209,975       661,889    563,550
                                ---------- ----------    ---------- ----------
      Total interest expense    2,020,993   1,693,971     5,798,494  5,116,673
                                ---------- ----------    ---------- ----------
                                                         

      Net interest income       1,865,347   1,489,649     5,297,009  4,283,095

Provision for Loan Losses           1,680       1,614         4,987    307,546
                                ---------- ----------    ---------- ----------

   Net interest income after
    provision for loan losses   1,863,667   1,488,035     5,292,022  3,975,549
                                ---------- ----------    ---------- ----------

Other Income:
   Loan servicing fees            251,610     113,884       647,337    340,148
   Deposit service charges        246,961     176,472       693,172    482,062
   Gain on sale of foreclosed
    property                       23,586     (24,218)       29,125    (12,624)
   Gain on sale of branch             -           -             -      433,946
   Other operating income          15,944      12,365        32,218     23,731
                                 ---------- ----------    ---------- ----------

     Total other income           538,101     278,503     1,401,852  1,267,263
                                 ---------- ----------   ---------- ----------

Other Expenses:
 Salaries and employee benefits   754,081     576,998     2,155,869  1,724,697
 Premises and occupancy cost      310,148     274,652       885,572    794,547
 Amortization of intangibles       27,930      27,930        83,790     91,695
 Federal insurance premiums        20,612      20,300        60,790     92,487
 Other operating expenses         447,833     260,100     1,162,176    798,447
                                ---------- ----------    ---------- ----------

      Total other expenses      1,560,604   1,159,980     4,348,197  3,501,873
                                ---------- ----------    ---------- ----------
      Income before income taxes  841,164     606,558     2,345,677  1,740,939

Income taxes                      311,228     225,368       873,493    645,714
                                 ---------- ----------    ---------- ----------

    Net Income                 $  529,936     381,190     1,472,184  1,095,225
                                 ========== ==========   ========== ==========


Income per share of common stock $   0.10        0.08          0.29       0.24
                                  ========== ==========  ========== ==========

Weighted average number of
shares outstanding              4,798,972   4,578,479     4,764,693  4,578,479

See accompanying notes to consolidated financial statements

                                       4
<PAGE>


                           FIRST GEORGIA HOLDING, INC
                        CONSOLIDATED CASH FLOW STATEMENTS

                                                     NINE MONTHS ENDED JUNE 30,
                                                        1998           1997
                                                   ------------     -----------
OPERATING ACTIVITIES:
  Net income                                      $  1,472,184        714,035
  Adjustments to reconcile net income
    to net cash provided by operations:
    Provision for loan losses                            4,987        305,932
    Depreciation and amortization                      261,580        182,763
    Amortization of intangibles                         83,790        190,957
    Amortization of deferred loan fees                  81,320        (58,912)
    FHLB Stock Redemption                                  -          415,400
    (Gain)/Loss on sale of REO                         (30,311)       (11,594)
    (Increase) Decrease in accrued interest
      receivable                                       (89,477)           499
    Increase (decrease) in other assets               (307,554)       207,340
    Increase (decrease) in accrued expenses and
      liabilities                                      851,723       (487,005)
                                                   ------------     -----------

    Net Cash Provided By Operating Activities        2,328,242      1,459,415
                                                   ------------     -----------

INVESTING ACTIVITIES:
  Principal payments received on
   mortgage-backed securities                        1,106,757        527,091
  Maturities of investment securities                1,100,000      2,589,063
  Purchase of investment securities                 (2,328,671)           -
  Loan originations, net of principal
   repayments                                      (17,648,274)    (4,185,215)
  Purchase of Premesis and equipment                (1,117,939)      (154,406)
  Proceeds from the sale of premesis and
   equipment                                           522,945        235,283
  Proceeds from the sale of real estate                    -          148,254
                                                   ------------     -----------

    Net Cash Used By Investing Activities          (18,365,182)      (839,930)
                                                   ------------     -----------

FINANCING ACTIVITIES:

  Net increase (decrease) in deposits               22,111,996     (1,136,400)
 (Repayments of) Proceeds from other
   borrowings                                              -              -
  Proceeds from FHLB Advances                       18,350,000      1,750,000
  Repayments of FHLB Advances                      (21,600,000)      (500,000)
  Net Proceeds from stock options                      239,663            -
  Cash Dividends paid                                 (320,885)      (162,793)
                                                   ------------     -----------

    Net Cash Provided by Financing Activities       18,780,774        (49,193)
                                                   ------------     -----------

Increase In Cash And Cash Equivalents                2,743,834        570,292
Cash and Cash equivalents at beginning of year       4,509,127      5,910,678
                                                   ------------     -----------

Cash and cash equivalents at end of quarter       $  7,252,961      6,480,970
                                                   ============     ===========

See accompanying notes to consolidated financial statements



                                       5
<PAGE>



                           FIRST GEORGIA HOLDING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)      BASIS OF PRESENTATION


         In the opinion of Management,  the accompanying  unaudited consolidated
financial  statements  contain all  adjustments  necessary to present fairly the
financial  position  of First  Georgia  Holding,  Inc.  as of June 30,  1998 and
September 30, 1997.  Also included are the results of its operations and changes
in financial  position  for the three  months ended June 30, 1998 and 1997,  and
also the nine months ended June 30, 1998 and 1997. The results of operations for
the interim periods  presented are not necessarily  indicative of the results to
be expected for the full year.

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

(2)      EARNINGS PER SHARE

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




                                       6
<PAGE>




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

LIQUIDITY
---------


         First Georgia Bank (the Bank) has  traditionally  maintained  levels of
liquidity  above levels required by regulatory  authorities.  As a member of the
Federal Home Loan Bank System,  the Bank is required to maintain a daily average
balance of cash and eligible liquidity investments equal to a monthly average of
4% of withdrawable savings and short-term borrowings. The Bank's liquidity level
was 7.14% and 4.38% at June 30, 1998 and September 30, 1998, 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 1998.

CAPITAL RESOURCES
-----------------

         The following is a reconciliation at June 30, 1998 of the Bank's equity
capital to regulatory capital, under generally accepted accounting principles:

First Georgia Bank
  Stockholders' Equity                                                14,634,000

Less:
  Intangible Assets                                                      946,000
                                                                      ----------
         Tangible Capital                                             13,688,000
                                                                      

Plus:
  Qualifying intangible assets                                           946,000
                                                                      ----------
     Core Capital                                                     14,634,000

Plus:
 Supplemental Capital                                                  1,071,000
                                                                      ----------
     Risk-based Capital                                               15,705,000
                                                                      ==========

         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 June  30,  1998,  the Bank  met all  three  capital
requirements.

         The Bank's regulatory  capital and the required minimum amounts at June
30, 1998 are summarized as follows:

                                        7
<PAGE>




--------------------------------------------------------------------------------
                Bank Capital        Required Minimum Amount  Excess (Deficiency)
--------------------------------------------------------------------------------
                %         $            %         $              %        $
--------------------------------------------------------------------------------
Tangible
 Capital: ... 7.61%   13,688,000     1.50%    2,699,000       6.11%  10,989,000
--------------------------------------------------------------------------------
Core Capital: 8.09%   14,634,000     4.00%    7,235,000       4.09%   7,399,000
--------------------------------------------------------------------------------
Risk-based
 Capital: ...10.03%   15,705,000     8.00%   12,525,000       2.03%   3,180,000
--------------------------------------------------------------------------------



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

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

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

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

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

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

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

         An  unsatisfactory   examination  rating  may  cause  an  institution's
capitalization  category  to be  lower  than  suggested  by its  actual  capital
position.

         At June 30, 1998, the Bank's Tier 1 risk-based capital ratio was 9.35%.
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 June 30,
1998. Total capital as well as tangible  capital,  core capital,  and risk-based
capital  continued to increase during the quarter.  The mix of risk-based assets
and additional earnings are the primary factors for this increase.


                                       8
<PAGE>


                                                
                             RESULTS OF OPERATIONS

INTEREST INCOME
---------------

         Interest income on loans increased  $670,434,  or 22.19%, for the three
month  period  ended June 30, 1998 and  $1,728,343,  or 19.65% for the six month
period  ended June 30, 1998 as compared to the same period in 1997.  The Company
has been aggressive in attracting new loan business while  competition for loans
remains strong and loan demand is still steady in the marketplace.  However, the
Bank continues to be selective in the loans that it makes, as evident by its low
real estate  foreclosed  balances.  Management  expects  loan demand to maintain
healthy levels.  Interest on investments  increased  $29,564,  or 20.71% for the
quarter  and  $82,613,  or 18.49% for the six month  period  ended June 30, 1998
compared  to June 30,  1997.  In the  last  nine  months,  the Bank had some low
interest  investments  mature and used the proceeds to purchase some investments
which would generate more income.  Other  interest  income for the quarter ended
June 30, 1998 increased  $2,722, or 13.74% as compared to the same quarter ended
June 30,  1997.  For the nine month  period  ended June 30,  1998,  other income
decreased  $115,221,  or 72.87% as compared  to the same  period  ended June 30,
1997. In the last quarter,  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.

INTEREST EXPENSE
----------------

         Interest Expense increased $328,022 (19.31%) for the quarter ended June
30, 1998 and $681,821  (13.33%) for the nine month period ended June 30, 1998 as
compared to the same period in 1997.  Interest  on deposits  increased  $326,802
(22.02%) for the three month period ended June 30, 1998 and $583,482 (12.81) for
the nine month  period ended June 30, 1998  compared to the same  periods  ended
June 30, 1997. Average deposit balances increased  approximately  $21,763,000 in
the nine month period from September 30, 1998 to June 30, 1998. 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 increased $220, or 0.10% for the quarter
and  $98,339,  or 17.45% for the nine month  period  ending June 30,  1998.  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.


                                       9
<PAGE>

NET INTEREST INCOME
-------------------

         Net Interest Income increased  $375,698,  or 25.22% for the quarter and
$1,013,914,  or 23.67% for the nine month period ended June 30, 1998 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 1998.

PROVISION FOR LOAN LOSSES

          The  provision for loan losses  expense  increased $66 for the quarter
and decreased $302,559 for the six months ended June 30, 1998 as compared to the
same periods ended June 30, 1997.  Following the sale of the Hinesville  office,
Management  decided  to  allocate  over  $285,000  of the gain to the loan  loss
provision.  This charge was not present in the current  reporting  periods.  The
loan loss provision at June 30, 1998 was over $1,000,000, which is well over the
necessary regulatory  requirements.  Management feels the reserve is at adequate
levels and does not  warrant  any  transfers  from  earnings  at this time.  Net
Interest  Income after  Provision for Loan Losses for the quarter ended June 30,
1998 increased $375632, or 25.24% from the same period last year and $1,316,473,
or 33.11% for the nine month period ended June 30, 1998 over June 30, 1997.

OTHER INCOME

         Other  Income for the quarter  increased  $259,598,  or 93.21% from the
same  quarter the  previous  year and  $134,589,  or 10.62%,  for the nine month
period  ended June 30, 1998 as compared to March 31, 1997.  The Bank  realized a
gain on the sale of the  Hinesville  office of $433,946  in March of 1997.  Even
though the 1997  numbers  were  inflated by this gain,  the  current  year still
outperformed the previous year. Loan servicing fees increased $137,726 (120.94%)
for the quarter and  $307,189  (90.30) for the nine month  period ended June 30,
1998.  Deposit service charges  increased  $70,489  (39.94%) for the quarter and
$211,110  (43.79%) for the nine month period ended June 30, 1998.  As the Bank's
loan and deposit  balances  increase  steadily,  these particular areas increase
also.

OTHER EXPENSES

         Other expenses for the quarter ended June 30, 1998 increased  $400,624,
or 34.54%,  over the quarter  ended June 30, 1997.  Other  expenses for the nine
month period ended June 30, 1998 increased  $846,324,  or 24.17%,  over the nine
month period ended March 31, 1997.  Personnel  expense  increased  $177,083,  or
30.69% in the three month period  ending June 30, 1998 over June 30,  1997,  and
$431,172,  or 25.00% for the nine month period ended June 30, 1998 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  expenses  increased
$187,733,  or 72.18%, for the quarter and $363,729, or 45.55% for the nine month
period ended June 30, 1998 as compared to last year.  In preparing to offer more
services for our customers and to comply with Year 2000 guidelines,  the Bank is
installing a new computer network and mainframe system.  These installations has
generated several data processing costs to bring them online. Also,  advertising
expense has increased  somewhat as Management has stepped up efforts to make our
presence known throughout the marketplace.

                                       10
<PAGE>

           The Bank increased its accrual for income taxes by $148,746  (39.02%)
for the quarter and  $376,959  (34.42%) for the nine month period ended June 30,
1998 as compared to the same period in 1997.


                               FINANCIAL CONDITION

ASSETS
------

         Cash increased $1,651,011,  or 55.30%, over the nine month period ended
June 30, 1998. With the increase in transaction  deposit accounts,  the Bank has
kept higher cash balances.  Interest  bearing  deposits in other banks increased
$1,092,823,  or 71.72%, over the same period due to the higher deposit balances.
The  Bank  is  quickly   turning  over  new  deposit   balances  into  new  loan
disbursements.  Premises and equipment increased  $852,038,  or 26.78%. The Bank
built and opened its  permanent  facility at the North  Brunswick  location this
quarter, which accounts for the increase.

         Loans receivable increased $17,148,700,  or 12.44% as of ended June 30,
1998 over September 30, 1997. The Bank has been  aggressive,  yet selective,  in
attracting  new loan  business.  Loan  demand is  steady,  and the bank has been
successful in drawing strong,  safe loans to the bank. The Bank's Loan portfolio
is as follows:

                                LOANS RECEIVABLE

                                         6/30/98          9/30/97
                                  ----------------------------------
Real estate mortgage loans      $      103,475,288      102,419,019
Real estate construction loans          28,061,726       16,996,563
Consumer loans                          11,793,058       10,383,515
Commercial and other loans              12,910,758        9,137,932
                                  ----------------------------------
                                       156,240,830      138,937,029

Less:
   Deferred loan fees                       94,241          (12,921)
   Unearned interest income                 62,795           72,995
   Allowance for loan losses             1,070,464        1,012,322
                                  ----------------------------------
                                $      155,013,330      137,864,633
                                  ==================================

                                       11
<PAGE>


Management's  evaluation of the risk elements in the loan portfolio is the basis
for the allowance for loan losses. The elements include possible declines in the
value of collateral due to changing  economic  conditions and depreciation  over
time,  size  and  composition  of  the  loan  portfolio,  and  current  economic
conditions  that might  affect a borrower's  ability to pay.  Review of specific
problem loans, regulatory  examinations,  historical charge-off experience,  and
levels  of  nonperforming  and past due loans  are  other  elements  considered.
Management  reviews these factors frequently and determines if the level of loan
loss  allowances  is adequate.  For the nine month period  ending June 30, 1998,
Management  allocated $4,987 of earnings to the provision for loan losses.  June
30, 1998, 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.


                      ANALYSIS OF ALLOWANCE FOR LOAN LOSSES

                                                06/30/98             09/30/97
                                      -----------------------------------------

Beginning balance                   $           1,012,322              955,288
Loans charged-off:
 Real estate construction                              -                   -
 Real estate mortgage                               8,664              185,696
 Consumer and other                                28,482              162,520
                                      -----------------------------------------
    Total charge offs                              37,146              348,216
                                      -----------------------------------------

Recoveries:
 Real estate construction                              -                   -
 Real estate mortgage                              51,340               32,939
 Consumer and other                                81,758               62,632
                                      -----------------------------------------
   Total recoveries                               133,098               95,571
                                      -----------------------------------------

Net charge-offs                                   (95,952)             252,645

Provision charged to operations                     4,987              309,679
                                      -----------------------------------------

Balance at end of period            $           1,113,261            1,012,322
                                      =========================================

Ratio of net charge-offs to
 average loans outstanding                          -0.06%               20.00%
                                      =========================================

                                       12
<PAGE>
  
                          ANALYSIS OF NON-ACCRUING AND PAST DUE LOANS

                                              06/30/98             09/30/97
                                   ------------------------------------------

Non-accruing Loans
Real estate
 Construction                    $              203,187                   -
 Mortgage                                     2,370,660            1,914,640
Consumer                                         64,193               44,781
                                   ------------------------------------------
  Total non-accruing loans                    2,638,040            1,959,421
                                   ------------------------------------------

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

Total non-accruing
 and past due loans              $            2,638,040            1,959,421
                                   ==========================================

Percentage of total loans                          1.70%                1.41%
                                   ==========================================

Real estate acquired
 through foreclosure             $              343,633              423,000
                                   ==========================================

Total non-accruing,past due
loans, and nonperforming assets. $            2,981,673            2,382,421
                                   ==========================================



LIABILITIES
-----------

         Deposits  have  increased  $22,111,996,  or 17.02%,  for the nine month
period  ended June 30,  1998.  The Bank has been  working  hard to increase  its
market share in Glynn County's deposit business.  As the numbers dictate,  First
Georgia has been somewhat  successful in soliciting new deposit  business.  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 $3,250,000,  or 22.65%.
Much of this  money  was  replaced  with  the  inflow  of  non-interest  bearing
deposits.



                                       13
<PAGE>




                                     PART II


ITEM 6.  EXHIBITS AND REPORTS ON FORM 80K

         The Bank filed no reports  on Form 8-K for the  quarter  ended
June 30, 1998.



                                       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:            07/29/98                         BY:/s/ G. FRED COOLIDGE III
---------------------------                         ---------------------------
                                                    G. Fred Coolidge III
                                                    Executive Vice President
                                                    Chief Financial Officer



                                       15
<PAGE>