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, 1999

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

             For the transition period from ___________ to _________

                         Commission file number 0-16657

                           FIRST GEORGIA HOLDING, INC.

           Georgia                                     58-1781773
(State or other jurisdiction or               (IRS Employer Identification No.)
  or incorporation or organization)

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

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

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

Number of shares of Common Stock outstanding as of June 30, 1999.


                                    7,198,371


                                        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, 1999 and September 30, 1998.                      3


Consolidated Income Statements for the
 Three Months Ended June 30, 1999 and 1998
 And the Nine Months ended June 30, 1999 and 1998.          4

Consolidated Cash Flow Statements for
 the Nine Months ended June 30, 1999 and 1998.              5

Notes to Consolidated Financial Statements                  6


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



                                     PART II

Item 5.  Other information                                 16

Item 6.  Exhibits and Reports on Form 8-K                  16

                                                    2

<PAGE>

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

Assets:                                          06/30/99       09/30/98
                                            -----------------------------------

Cash and cash equivalents:
Cash and due from banks                       $  5,669,333      4,433,585
Federal funds sold                               1,840,000     12,180,000
Interest bearing deposits in other banks         1,042,172      1,096,581
                                                ------------   -----------
Cash and cash eqivalents                         8,551,505     17,710,166

Investment securities held to maturity,
fair value approximately $14,591,464 at
June 30, 1999 and $11,768,000 at
September 30, 1998.                             14,964,896     11,565,230
Loans receivable, net                          166,995,565    151,252,636
Real estate owned                                  400,000        644,084
Federal Home Loan Bank stock, at cost              837,500      1,160,300
Premises and equipment, net                      4,889,462      4,502,239
Accrued interest receivable                      1,086,371      1,052,830
Intangible assets, net                             717,188        917,995
Other assets                                     1,596,620      1,657,059
                                              ------------   ------------
                                              $200,039,107    190,462,539
                                              ============   ============
Liabilities and Stockholders' Equity

Liabilities:
Deposits                                      $172,740,283    162,890,105
Federal Home Loan Bank advances                  7,600,000      8,600,000
Accrued interest payable                           522,928        572,581
Accrued expenses and other liabilities           2,161,759      2,718,641
                                               ------------   ------------
                                               183,024,970    174,781,327
                                               ------------   ------------
Stockholders' Equity
Common stock, $1.00 par value. 10,000,000
shares authorized; 7,198,371 and 7,198,458
shares issued and outstanding at
June 30, 1999 and September 30, 1998,
respectively                                     7,198,371      7,198,458
Additional paid-in capital                         715,739        716,535
Retained earnings                                9,100,027      7,766,219
                                               ------------   ------------
                                                17,014,137     15,681,212
                                               ------------   ------------
                                              $200,039,107    190,462,539
                                               ============   ============
See accompanying notes to consolidated financial statements.
                                       3
<PAGE>

          FIRST GEORGIA HOLDING, INC.
                     CONSOLIDATED INCOME STATEMENTS (unaudited)

                                   Three Months Ended        Nine Months Ended
                                 ----------------------    ---------------------
                                   06/30/99   06/30/98       06/30/99   06/30/98
                                 ----------------------    ---------------------
Interest Income:
Loans                          $  3,755,039  3,691,462   $ 10,866,163 10,523,168
Interest on Federal funds sold       66,702     20,460        372,221     28,040
Interest on investments             247,960    172,340        719,942    529,443
Other                                 2,563      2,078          3,674     14,852
                                 ----------------------    ---------------------
  Total interest income           4,072,264  3,886,340     11,962,000 11,095,503
                                 ----------------------    ---------------------
Interest Expense:
Deposits                          1,809,077  1,810,798      5,630,887  5,136,605
Advances and other borrowings       120,680    210,195        367,618    661,889
                                 ----------------------    ---------------------
   Total interest expense         1,929,757  2,020,993      5,998,505  5,798,494
                                 ----------------------    ---------------------
   Net interest income            2,142,507  1,865,347      5,963,495  5,297,009

Provision for Loan Losses           509,011      1,680        509,067      4,987
                                     ----------------------    -----------------
Net interest income after
provision for loan losses         1,633,496  1,863,667      5,454,428  5,292,022
                                  ----------------------    --------------------
Other Income:
Loan servicing fees                 150,806    251,610        538,039    647,337
Deposit service charges             353,191    246,961      1,024,184    693,172
(Loss) Gain on sale of foreclosed
  property                         (115,000)    23,586        (97,881)    29,125
Gain on sale of branch              767,011          -        767,011          -
Other operating income              (11,923)    15,944         80,438     32,218
                                  ---------------------    ---------------------
  Total other income              1,144,085    538,101      2,311,791  1,401,852
                                  ----------------------    --------------------
Other Expenses:
Salaries and employee benefits      832,034    754,081      2,470,204  2,155,869
Premises and occupancy costs        360,586    310,148        952,180    885,572
Amortization of intangibles          21,555     27,930         77,415     83,790
Other operating expenses            629,655    468,445      1,678,118  1,222,966
                                 ----------------------    ---------------------
  Total other expenses            1,843,830  1,560,604      5,177,917  4,348,197
                                 ----------------------    ---------------------
  Income before income taxes        933,751    841,164      2,588,302  2,345,677

Income taxes                        354,194    311,228        966,443    873,493
                                 ----------------------    ---------------------
    Net Income                 $    579,557    529,936   $  1,621,859  1,472,184
                                 ======================    =====================
Income per share of common stock
 Basic                         $       0.08       0.07   $       0.23       0.21
                                 ======================    =====================
 Diluted                       $       0.07       0.07   $       0.21       0.19
                                 ======================    =====================

See accompanying notes to consolidated financial statements
                                       4
<PAGE>

                                               FIRST GEORGIA HOLDING, INC.
                                  CONSOLIDATED CASH FLOW STATEMENTS (unaudited)
                                                    NINE MONTHS ENDED JUNE 30,
                                                        1999           1998
                                             ----------------------------------
OPERATING ACTIVITIES:
Net income                                        $  1,621,859       1,472,184
Adjustments to reconcile net income
to net cash provided by operations:
Provision for loan losses                              509,067           4,987
Depreciation and amortization                          406,900         261,580
Amortization of intangibles                            200,807          83,790
Amortization of deferred loan fees                     (31,131)         81,320
(Gain)/Loss on sale of REO                              97,881         (30,311)
Increase in accrued interest receivable                (33,541)        (89,477)
Increase (decrease) in other assets                     60,326        (307,554)
Increase (decrease) in accrued expenses
  and liabilities                                     (606,535)        851,723
                                                    ------------  --------------

Net Cash Provided By Operating Activities            2,225,633       2,328,242
                                                    ------------  --------------

INVESTING ACTIVITIES:
Principal payments received on mortgage-backed
  securities                                         3,265,786       1,106,757
FHLB stock redemption                                  322,800             -
Maturities of investment securities                        -         1,100,000
Purchase of investment securities                   (6,673,361)     (2,328,671)
Loan originations, net of principal repayments     (16,220,865)    (17,648,274)
Purchase of premises and equipment                    (786,214)     (1,117,939)
Proceeds from the sale of real estate                  146,203         522,945
                                                   ------------    ------------

Net Cash Used By Investing Activities              (19,945,651)    (18,365,182)
                                                   ------------    ------------

FINANCING ACTIVITIES:

Net increase in deposits                             1,025,781      22,111,996
Proceeds from FHLB advances                          3,200,000      18,350,000
Repayments of FHLB advances                         (4,200,000)    (21,600,000)
Net liabilities of branch assumed by purchaser,
 net of gain                                         8,824,397             -
Net proceeds from stock options                            -           239,663
Cash dividends paid ($0.06 per share in 1999 and
$0.0667 per share in 1998)                            (287,938)       (320,885)
Cash paid for fractional shares                           (883)            -
                                                    ------------  --------------

Net Cash Provided by Financing Activities            8,561,357      18,780,774
                                                    ------------  --------------

(Decrease) increase In Cash And Cash Equivalents    (9,158,661)      2,743,834
Cash and cash equivalents at beginning of period    17,710,166       4,509,127
                                                    ------------  --------------

Cash and cash equivalents at end of period        $  8,551,505       7,252,961
                                                    ============  ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid for interest                          $  6,048,158       7,755,000
                                                    =============  =============
  Cash paid for taxes, net of refund of $180,000
   in 1999                                        $    633,000       1,784,145
                                                   =============  =============


See accompanying notes to consolidated financial statements
                                        5
<PAGE>

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

(1)     BASIS OF PRESENTATION


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

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

         For further information, refer to the consolidated financial statements
and footnotes  thereto  included in the Bank's  Annual  Report to  Shareholders,
incorporated  by  reference  into the  Company's  Form 10-KSB for the year ended
September 30, 1998.

EARNINGS PER SHARE

     Earnings per share were  calculated  using the weighted  average  number of
shares  outstanding  for the period.  The diluted  earnings per share takes into
consideration  the  assumed  increase  in shares  from the  conversion  of stock
options as well.

                                        Three Month Period    Nine Month Period
                                           Ended June 30,       Ended June 30,
                                         ---------------------------------------
                                          1999       1998      1999       1998
                                        --------- --------  ---------  ---------
Weighted average number of common
  shares outstanding - Basic           7,198,417  7,198,528 7,198,416  7,084,627

Incremental shares from the assumed
  conversion of stock options            679,288    567,605   598,015    621,449
                                       ---------- --------- ---------- ---------
    Total - Diluted                    7,877,705  7,766,133 7,796,431  7,706,076
                                       ========== ========= ========== =========

SALE OF BRANCH

     Effective  April 30, 1999,  the Bank  completed the sale of its  Blackshear
branch,  which had  deposits of  approximately  $9,000,000  and net premises and
equipment of $52,037.  This transaction  resulted in a gain of $767,011 which is
reported separately in the accompanying consolidated statements of operations.

                                       6
<PAGE>

ALLOWANCE FOR LOAN LOSSES

  Changes in the allowance for loan losses are summarized as follows:

                                            Nine Months ended      Year Ended
                                             June 30, 1999    September 30, 1998
                                       -----------------------------------------

Beginning balance                    $        968,632              1,012,322
Provision charged to operations               509,055                  6,163
Charge-offs                                  (459,326)              (243,757)
Recoveries                                    212,154                193,904
                                       -----------------------------------------
Balance, end of year                        1,230,515                968,632
                                       =========================================

     Management  determined  that a  substantial  contribution  to the loan loss
reserve was needed in the third quarter.  Such determination was based on actual
net  charge-offs  for the quarter of $297,371  coupled with an increase in loans
for the quarter of $7.7  million.  A portion of this  increase in loans  results
from the Bank's  expansion of commercial  loan  lending,  which tends to be more
risky than other loans.

STOCKHOLDERS' EQUITY

         On  April 5,  1999,  the  Company's  Board of  Directors  authorized  a
three-for-two  stock split effected in the form of a 50% stock dividend  payable
May 19,  1999  with a cash in  lieu of  fractional  share  price  of  $5.38,  to
shareholders of record on April 30, 1999. This split resulted in the issuance of
2,399,399  additional  shares of common stock and a cash disbursement of $833 in
lieu of fractional shares. All per share and weighted average share amounts have
been restated to reflect this stock split.

SUBSEQUENT EVENT

         In the Company's Board of Directors meeting on June 21, 1999, the Board
voted to pay a dividend of $0.04 per share to  shareholders of record as of July
31, 1999 on August 15, 1999.



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

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

LIQUIDITY


     First  Georgia  Bank (the  Bank)  has  traditionally  maintained  levels of
liquidity  above levels required by regulatory  authorities.  As a member of the
Federal 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 8.55% and 6.58% at June 30, 1999 and September 30, 1998, respectively.

                                       7
<PAGE>

     The Bank's operational needs,  demand for loan  disbursements,  and savings
withdrawals  can be met by loan principal and interest  payments  received,  new
deposits, and excess liquid assets. Significant loan demand, deposit withdrawal,
increased  delinquencies,  and increased  real estate  acquired in settlement of
loans  (REO)  could  alter  this  condition.  Management  does not  foresee  any
liquidity problems for 1999.

YEAR 2000 COMPLIANCE DISCLOSURE

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

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

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

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

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

                                       8
<PAGE>


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

CAPITAL RESOURCES

     The  following is a  reconciliation  at June 30, 1999 of the Bank's  equity
capital to regulatory capital,  under generally accepted accounting  principles:

First Georgia Bank
    Stockholder's Equity               $ 16,506,000

Less:
    Intangible assets                       717,000
                                     ---------------
        Tangible Capital                 15,789,000

Plus:
   Qualifying intangible assets             717,000
                                     ---------------
        Core Capital                     16,506,000

Plus:
   Supplemental Capital                   1,230,000
                                     ---------------
        Risk-based Capital             $ 17,736,000
                                     ===============



     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,  1999,  the Bank  met all  three  capital
requirements.

         The Bank's regulatory  capital and the required minimum amounts at June
30, 1999 are summarized as follows:

                                       9
<PAGE>

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

                         %        $          %         $         %        $
--------------------------------------------------------------------------------
Tangible Capital:      7.93%  15,789,000   1.50%   2,985,525   6.43%  12,803,475

Core Capital:          8.26%  16,506,000   4.00%   7,990,080   4.26%   8,515,920

Risk-based Capital:   10.11%  17,736,000   8.00%  14,039,280   2.11%   3,696,720
--------------------------------------------------------------------------------

     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, 1999, the Bank's Tier 1 risk-based  capital ratio was 9.41%. 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, 1999.
Total capital as well as tangible capital,  core capital, and risk-based capital
continued  to increase  during the  quarter.  The mix of  risk-based  assets and
additional earnings are the primary factors for this increase.

                              RESULTS OF OPERATIONS
                                       10
<PAGE>


INTEREST INCOME

         Interest income on loans  increased  $63,577,  or 1.72%,  for the three
month period ended June 30, 1999 and $342,995,or 3.26% for the nine month period
ended June 30, 1999 as compared to the same period in 1998. The Company has been
aggressive in attracting new loan business while  competition  for loans remains
strong and loan demand is still  steady in the  marketplace.  However,  the Bank
continues to be  selective  in the loans that it makes,  as evidenced by its low
real estate  foreclosed  balances.  Management  expects  loan demand to maintain
healthy levels.  Interest on investments  increased  $75,620,  or 43.88% for the
quarter and  $190,499,  or 35.98% for the nine month  period ended June 30, 1999
compared to June 30, 1998. As the Bank attracted  significant  deposit balances,
Management  increased its  investment  holdings.  For the quarter ended June 30,
1999,  interest income on Federal funds sold increased  $46,242,  or 226.01% and
for the nine month period ended June 30, 1999,  interest income on Federal funds
sold increased $344,181,  or 1,227.46% as compared to the same period ended June
30, 1999.  In a trend  continued  from the last fiscal  year,  the Bank has seen
tremendous growth in its deposit balances.  Consequently, the bank has been able
to increase its investment in overnight Fed Funds.

INTEREST EXPENSE

         Interest on deposits  decreased  $1,721  (0.01%) for the quarter  ended
June 30, 1999 and  increased  $494,282  (9.62%) for the nine month  period ended
June 30, 1999 as compared to the same period in 1998.  Effective April 30, 1999,
the Bank  sold its  Blackshear,  Georgia,  branch.  This  sale  resulted  in the
decrease of approximately  $9,000,000 in deposits. For this reason,  interest on
deposits was down for the quarter yet up for the year.  The decrease of deposits
attributable  to the sale has quickly been replaced with deposits in its primary
market  area of Glynn  County.  The market  place in which the Bank  operates is
extremely  conducive to deposit growth,  and the Bank has positioned its deposit
products  to take full  advantage  of the area's  deposit  demand.  Interest  on
borrowings decreased $89,515, or 42.59% for the quarter and $294,271,  or 44.46%
for the nine month period ending June, 1999. The primary source of borrowings is
in the form of Federal Home Loan Bank  Advances.  At June 30, 1999, the Bank had
decreased  its position in advances by  $3,500,000 as compared to June 30, 1998.
The influx of additional deposit monies had enabled the Bank to be liquid enough
to fund its on loan growth.

NET INTEREST INCOME

     Net  Interest  Income  increased  $277,160,  or 14.86% for the  quarter and
$666,486, or 12.58% for the nine month period ended June 30, 1999 as compared to
the same  periods  last year.  While  increases  in loan  balances  and interest
earning deposits have contributed to the increase,  the substantial  increase in
non-interest  bearing  deposits held by the Bank has been the deciding factor in
the quick  increase.  Management  believes this growth will continue  throughout
fiscal 1999.

PROVISION FOR LOAN LOSSES

     The  provision  for loan losses for the three month  period  ended June 30,
1999 totaled $509,011,  increasing  significantly  over the same period in 1998.
The Bank had net charge offs of $297,371  for the quarter and  significant  loan
growth  which  required an increase in the  provision  (See  Allowance  for Loan
Losses). Net Interest Income after the Provision for Loan Losses for the quarter
ended June 30, 1999 decreased $230,171, or 12.35% from the same period last year
and increased  $162,206,  or 3.07% for the nine month period ended June 30, 1999
over June 30,  1998.  The downturn  for the current  quarter  reflects the large
provision taken out to replenish the loan loss reserve.

OTHER INCOME

         Other Income for the quarter  increased  $605,984,  or 112.62% from the
same  quarter the  previous  year and  $909,939,  or 64.91%,  for the nine month
period  ended June 30, 1999 as compared  to June 30,  1998.  The main factor for
this  increase  was the gain on the sale of the  Blackshear  branch,  which  was
$767,011. As the volume of deposits increased,  the fee income, such as service
charges and insufficient funds fees,  increased as well. Deposit service charges
increased  $106,230  (43.01%) for the quarter and $331,012 (47.75%) for the nine
month period ended June 30, 1999.  Loan servicing fees  decreased  $100,804,  or
40.06% for the quarter and  $109,298,  or 16.88% for the nine months  ended June
30, 1999.  Fees earned on brokered  mortgage  loans are down from last year. The
rate  environment at the beginning of the quarter caused for less mortgage loans
closed. However,  brokered mortgage activity increased toward the latter part of
the quarter, and should be back on track for the remainder of the fiscal year.

OTHER EXPENSES

         Other expenses for the quarter ended June 30, 1999 increased  $283,226,
or 18.15%,  over the quarter  ended June 30, 1998.  Other  expenses for the nine
month period ended June 30, 1999 increased  $829,720,  or 19.08%,  over the nine
month  period ended June 30, 1998.  Salaries  and  employee  benefits  increased
$77,953,  or 10.34% in the three month period ending June 30, 1999 over June 30,
1998, and $314,335, or 14.58% for the nine month period ended June 30, 1999 over
the same period last year. To help with growth  concerns,  the Bank has added to
its staff of operations,  data processing, and information technology personnel.
These areas now run at their fullest  capacity ever and help cut larger costs in
other areas.  Other operating expenses  increased  $161,210,  or 34.41%, for the
quarter and $455,152, or 37.22% for the nine month period ended June 30, 1999 as
compared to last year. Data  processing  expense is responsible for most of this
increase.  With the sale and  conversion  of the  Blackshear  office,  Year 2000
readiness systems,  and the increased workloads due to large volumes of items to
process,  Management expected data processing expense to increase to the current
level.

     The  provision  for income  taxes  increased  by $42,966  (13.81%)  for the
quarter and $92,950  (10.64%)  for the nine month  period ended June 30, 1999 as
compared  to the  same  period  in 1998.  The  effective  tax rate has  remained
consistent at a rate of 37%.

                               FINANCIAL CONDITION

ASSETS

     Cash increased $1,235,748, or 27.87%, over the nine month period ended June
30,  1999.  Despite  the sale of the  deposits  associated  with the  Blackshear
office,  transaction deposit accounts have increased  significantly.  Therefore,
the Bank has kept higher cash balances.  The Bank used existing cash balances to
fund the assumption of liabilities in the sale of the Blackshear  branch.  There
fore,  federal funds sold decreased  $10,340,000,  or 84.89%, for the nine month
period  ended  June 30,  1999.  The Bank is  quickly  turning  over new  deposit
balances into new loan  disbursements  or new investments.  Investment  balances
increased $3,399,666, or 29.40%, for the nine months ended June 30, 1999.
                                       12
<PAGE>


Premises  and  equipment  increased  $387,223,  or  8.60%.  The  Bank  purchased
additional computer equipment to work with the new mainframe system.

     Loans  receivable  increased  $15,742,929,  or 10.41% as of the nine months
ended June 30, 1999 over September 30, 1998. The Bank has been  aggressive,  yet
selective,  in attracting new loan business. Loan demand is steady, and the Bank
has been successful in drawing  strong,  safe loans to the Bank. The Bank's Loan
portfolio is as follows:

                                   LOANS RECEIVABLE

                                          6/30/99          9/30/98
                                      ----------------------------------
Real estate mortgage loans          $      108,963,831      102,828,455
Real estate construction loans              29,339,791       27,108,632
Consumer loans                              13,759,462       11,830,203
Commercial and other loans                  16,409,882       10,593,354
                                      ----------------------------------
                                           168,472,966      152,360,644

Less:
   Deferred loan fees                          180,575           83,035
   Unearned interest income                     66,311           56,341
   Allowance for loan losses                 1,230,515          968,632
                                      ----------------------------------
                                    $      166,995,565      151,252,636
                                      ==================================



ALLOWANCE FOR LOAN LOSSES

         Management  conducted an  extensive  review of the  provision  for loan
losses  during the third quarter of fiscal 1999. It examined the adequacy of the
reserve in light of several factors.

     First,  the Bank has  sustained  substantial  charge-offs  during the third
quarter of 1999. Actual net charge-offs for this period were $297,371,  while in
previous quarters, they had been negligible or net recoveries.  In addition, the
Bank enjoyed a  substantial  increase in loans  during the third  quarter in the
amount of 7.7 million.  This  increase  was due in part to  extensive  marketing
efforts.

     Additionally,  the Bank began to lend money to more speculative  commercial
ventures during this period.  Commercial loans have historically been of greater
risk than the  traditional  real  estate  lending the Bank has done in the past.
Management believes this type of lending warrants a greater reserve.

     The Bank also examined the amount of unused credit  commitments under lines
of  credit,  which  it found  to be  substantial.  Accordingly,  a  reserve  was
established for any losses in that category. With all of these facts coupled, it
was felt that a substantial  contribution to the loan loss reserve was needed in
the quarter.

     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.

                                       13

<PAGE>

                           ANALYSIS OF ALLOWANCE FOR LOAN LOSSES

                                                     06/30/99        09/30/98
                                          --------------------------------------

Beginning balance                       $             968,632       1,012,322
Loans charged-off:
 Real estate construction                                  -              -
 Real estate mortgage                                  47,049         179,995
 Consumer and other                                   412,277          63,762
                                          ------------------------------------
    Total charge offs                                 459,326         243,757
                                          ------------------------------------

Recoveries:
 Real estate construction                                  -              -
 Real estate mortgage                                 171,707          78,084
 Consumer and other                                    40,447         115,820
                                          ------------------------------------
   Total recoveries                                   212,154         193,904
                                          ------------------------------------

Net charge-offs(recoveries)                           247,172          49,853

Provision charged to operations                       509,055           6,163
                                          ------------------------------------

Balance at end of period                $           1,230,515         968,632
                                          ====================================

Ratio of net charge-offs(recoveries) to
 average loans outstanding                               0.15%           0.03%
                                          ====================================

                                       14

<PAGE>

                            ANALYSIS OF NON-ACCRUING AND PAST DUE LOANS

                                                   06/30/99         09/30/98
                                         ---------------------------------------

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

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

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

Percentage of total loans                                1.49%           1.56%
                                         =====================================

Real estate acquired
 through foreclosure                   $              400,000         644,084
                                         =====================================

Total non-accruing, past due
loans, and nonperforming assets.       $            2,888,705       3,008,520
                                         =====================================

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

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


LIABILITIES

     Deposits have  increased  $9,850,178,  or 6.05%,  for the nine month period
ended June 30, 1999. The Bank sold  approximately  $9,000,000 in deposits at its
Blackshear branch. So in actuality,  the Bank increased  deposits  approximately
$18,000,000 in the nine month period,  and used $9,000,000 of the growth to fund
the  sale.  The Bank has been  working  hard to  increase  its  market  share of
deposits in Glynn  County.  This  increase  reflects that First Georgia has been
fairly  successful  in  soliciting  new deposit  business.  With the increase of
deposit  balances,  the Bank has paid off several of its Federal  Home Loan Bank
advances,  as evidenced by the decrease of $1,000,000,  or 11.63%.  Much of this

                                       16
<PAGE>


money was replaced with the inflow of non-interest bearing deposits.

                                                       PART II

ITEM 5.           OTHER INFORMATION

     The Bank had a 3 for 2 stock split for  shareholders  of record as of April
30, 1999. The additional  stock was issued May 19, 1999,  with a cash in lieu of
fractional share price of $5.38.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8K

                  Exhibits.

                     The following exhibit is filed with this report.

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

                  B. Reports on Form 8-K

                  The Bank filed no reports  on Form 8-K for the  quarter  ended
                  June 30, 1999.


                                                   16


<PAGE>




                                                      SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

DATE:______________________                   BY:__________________
                                              G.  Fred Coolidge III
                                              Secretary and Treasurer