SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM 8-K

                          CURRENT REPORT
             PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


                  Date of report:  July 8, 1998






                    PREMIER BANCSHARES, INC.
     (Exact name of Registrant as specified in its charter)



   Georgia                           1-12625                58-1793778
(State or other jurisdiction of     (Commission File No.)  (IRS Employer 
incorporation or organization)                             Identification No.) 







                       2180 Atlanta Plaza
                    950 East Paces Ferry Road
                     Atlanta, Georgia 30326
  (Address of principal executive offices, including zip code)
                         (404) 814-3090
      (Registrant's telephone number, including area code)










ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

      On July 2, 1998, Premier Bancshares, Inc. ("Premier")
consummated the acquisition of The Bank Holding Company ("BHC"),
a Georgia corporation.

      Pursuant to the Agreement and Plan of Reorganization by and
between Premier and BHC dated as of December 3, 1997, as amended,
BHC was merged with and into Premier.  Each outstanding share of
BHC common stock was converted into 3.90 shares of Premier common
stock.  In addition, options  to purchase Premier common stock
were issued in exchange for all outstanding options to purchase
BHC common stock.  In connection therewith,  approximately
2,170,447 shares of Premier common stock and 40,770 shares of
Premier preferred stock were issued to the shareholders of BHC.
The transaction is valued at approximately $63 million based on
the shares issued in the acquisition to BHC shareholders and
Premier's recent closing prices on the American Stock Exchange,
Inc.

      Based in the Atlanta metropolitan area, Premier is a bank
holding company with four subsidiaries: Premier Bank; Premier
Lending Corporation; and The Central and Southern Bank of
Georgia, and The Bank of Gwinnett.

      BHC is a bank holding company headquartered in Griffin,
Georgia.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (a)  Financial Statements of Business Acquired

      At the present time, it is impractical to provide the
required financial statements for BHC relative to the BHC
acquisition as required by Article 11 of Regulation S-X and this
Item 7 of Form 8-K.  Premier will file financial statements under
cover of a Form 8-K/A as soon as practicable, but not later than
September 16, 1998 (60 days after this Report is required to be
filed).

      (b) Pro Forma Financial Information

      At the present time, it is impractical to provide the pro
forma financial information relative to the BHC acquisition as
required by Article 11 of Regulation S-X and this Item 7 of Form
8-K.  Premier will file such pro forma financial information
under cover of a Form 8-K/A as soon as practicable, but not later
than September 16, 1998 (60 days after this Report is required to
be filed).

      (c) Exhibits

      2.1 Agreement and Plan of Reorganization dated as of
December 3, 1997, by and between  Premier and BHC (incorporated
by reference from Premier's Form S-4 Registration Statement File
No. 333-50535 (included as Appendix B)).

      2.2 First Amendment to Agreement and Plan of Reorganization
dated as of December 18, 1997, by and between Premier and BHC
(incorporated by reference from Premier's Form S-4 Registration
Statement File No. 333-50535 (included as Appendix B)).

      2.3 Second Amendment to Agreement and Plan of
Reorganization dated December 23, 1997 by and between Premier and
BHC (Incorporated by reference from Exhibit 10.31 of the Proxy
Statement/Prospectus contained in Premier's Form S-4 Registration
Statement 333-45601).

      2.4 Third Amendment to Agreement and Plan of Reorganization
dated December 31, 1997 by and between Premier and BHC
(Incorporated by reference from Exhibit 10.32 of the Proxy
Statement/Prospectus contained in Premier's Form S-4 Registration
Statement 333-45601).

      2.5 Fourth Amendment to Agreement and Plan of
Reorganization dated January 15, 1997 by and between Premier and
BHC (Incorporated by reference from Exhibit 10.33 of the Proxy
Statement/Prospectus contained in Premier's Form S-4 Registration
Statement 333-45601).

      2.6 Fifth Amendment to Agreement and Plan of Reorganization
dated March 16, 1998 by and between Premier and BHC (Included as
Appendix B to the Joint Proxy Statement/Prospectus contained
herein).

      99.1     Press Release.


                            SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act
of  1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                              PREMIER BANCSHARES, INC.



Date: July 8, 1998            /s/ Darrell D. Pittard
                              ----------------------
                              Darrell D. Pittard,
                              Chairman and Chief Executive Officer
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SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM 8-K

                          CURRENT REPORT
             PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                  Date of report:  July 8, 1998

                    PREMIER BANCSHARES, INC.
     (Exact name of Registrant as specified in its charter)

   Georgia                           1-12625                58-1793778
(State or other jurisdiction of     (Commission File No.)  (IRS Employer 
incorporation or organization)                             Identification No.) 

                       2180 Atlanta Plaza
                    950 East Paces Ferry Road
                     Atlanta, Georgia 30326
  (Address of principal executive offices, including zip code)
                         (404) 814-3090
      (Registrant's telephone number, including area code)

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

      On July 2, 1998, Premier Bancshares, Inc. ("Premier")
consummated the acquisition of The Bank Holding Company ("BHC"),
a Georgia corporation.

      Pursuant to the Agreement and Plan of Reorganization by and
between Premier and BHC dated as of December 3, 1997, as amended,
BHC was merged with and into Premier.  Each outstanding share of
BHC common stock was converted into 3.90 shares of Premier common
stock.  In addition, options  to purchase Premier common stock
were issued in exchange for all outstanding options to purchase
BHC common stock.  In connection therewith,  approximately
2,170,447 shares of Premier common stock and 40,770 shares of
Premier preferred stock were issued to the shareholders of BHC.
The transaction is valued at approximately $63 million based on
the shares issued in the acquisition to BHC shareholders and
Premier's recent closing prices on the American Stock Exchange,
Inc.

      Based in the Atlanta metropolitan area, Premier is a bank
holding company with four subsidiaries: Premier Bank; Premier
Lending Corporation; and The Central and Southern Bank of
Georgia, and The Bank of Gwinnett.

      BHC is a bank holding company headquartered in Griffin,
Georgia.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (a)  Financial Statements of Business Acquired

      At the present time, it is impractical to provide the
required financial statements for BHC relative to the BHC
acquisition as required by Article 11 of Regulation S-X and this
Item 7 of Form 8-K.  Premier will file financial statements under
cover of a Form 8-K/A as soon as practicable, but not later than
September 16, 1998 (60 days after this Report is required to be
filed).

      (b) Pro Forma Financial Information

      At the present time, it is impractical to provide the pro
forma financial information relative to the BHC acquisition as
required by Article 11 of Regulation S-X and this Item 7 of Form
8-K.  Premier will file such pro forma financial information
under cover of a Form 8-K/A as soon as practicable, but not later
than September 16, 1998 (60 days after this Report is required to
be filed).

      (c) Exhibits

      2.1 Agreement and Plan of Reorganization dated as of
December 3, 1997, by and between  Premier and BHC (incorporated
by reference from Premier's Form S-4 Registration Statement File
No. 333-50535 (included as Appendix B)).

      2.2 First Amendment to Agreement and Plan of Reorganization
dated as of December 18, 1997, by and between Premier and BHC
(incorporated by reference from Premier's Form S-4 Registration
Statement File No. 333-50535 (included as Appendix B)).

      2.3 Second Amendment to Agreement and Plan of
Reorganization dated December 23, 1997 by and between Premier and
BHC (Incorporated by reference from Exhibit 10.31 of the Proxy
Statement/Prospectus contained in Premier's Form S-4 Registration
Statement 333-45601).

      2.4 Third Amendment to Agreement and Plan of Reorganization
dated December 31, 1997 by and between Premier and BHC
(Incorporated by reference from Exhibit 10.32 of the Proxy
Statement/Prospectus contained in Premier's Form S-4 Registration
Statement 333-45601).

      2.5 Fourth Amendment to Agreement and Plan of
Reorganization dated January 15, 1997 by and between Premier and
BHC (Incorporated by reference from Exhibit 10.33 of the Proxy
Statement/Prospectus contained in Premier's Form S-4 Registration
Statement 333-45601).

      2.6 Fifth Amendment to Agreement and Plan of Reorganization
dated March 16, 1998 by and between Premier and BHC (Included as
Appendix B to the Joint Proxy Statement/Prospectus contained
herein).

      99.1     Press Release.

                            SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act
of  1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                              PREMIER BANCSHARES, INC.

Date: July 8, 1998            /s/ Darrell D. Pittard
                              ----------------------
                              Darrell D. Pittard,
                              Chairman and Chief Executive Officer