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 (Date of earliest event reported)   May 1, 1997    
                                                   -----------
                  First Georgia Holding, Inc.
                  (Exact Name of Registrant as
                    Specified in its charter)

        Georgia                      0-16657          58-1781773
-----------------------          ---------------    --------------------
(State or jurisdiction             (Commission         (I.R.S. Employer
or incorporation or organization)   File number)        Identification
                                                        Number)
                     1703 Gloucester Street
                      Brunswick, GA 31520
                     -----------------------  
                     (Address of principal 
                       executive offices)

Registrant's telephone number, including area code:    (912) 267-7283
                                                       --------------

<PAGE>


Item 4.   Changes in Registrant's Certifying Accountant.

          A.  Effective May 1, 1997, First Georgia Holding, Inc. ("First
Georgia") dismissed its prior certifying accountants, KPMG Peat Marwick LLP
("KPMG") and retained as its new accountants, Deloitte & Touche LLP.  KPMG's
report on First Georgia's financial statements during the two most recent
fiscal years and all subsequent interim periods preceding the date hereof
contained no adverse opinion or a disclaimer of opinions, and was not
qualified as to uncertainty, audit scope or accounting principles.  The
decision to change accountants was approved by First Georgia's Board of
Directors.

          During the last two fiscal years and the subsequent interim
periods to the date hereof, there were no disagreements between First Georgia
and KPMG on any matters of accounting principles or practices, finacial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of KPMG, would have caused it to make a
reference to the subject matter of the disagreements in connection with its
reports.

          None of the "reportable events" described in Item 304(a)(1)(ii)
occurred with respect to First Georgia within the last two fiscal years and
the subsequent interim periods to the date hereof.

          B.  Effective May 1, 1997, First Georgia engaged Deloitte & Touche
LLP as its principal accountants.  During the last two fiscal years and the
subsequent interim periods to the date hereof, First Georgia did not consult
Deloitte & Touche LLP regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.

          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.

                                        First Georgia Holding, Inc.

May 5, 1997                                  By G. FRED COOLIDGE
                                                -------------------
                                                G. FRED COOLIDGE, III
                                                Secretary and Treasurer
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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 (Date of earliest event reported)   May 1, 1997    
                                                   -----------
                  First Georgia Holding, Inc.
                  (Exact Name of Registrant as
                    Specified in its charter)

        Georgia                      0-16657          58-1781773
-----------------------          ---------------    --------------------
(State or jurisdiction             (Commission         (I.R.S. Employer
or incorporation or organization)   File number)        Identification
                                                        Number)
                     1703 Gloucester Street
                      Brunswick, GA 31520
                     -----------------------  
                     (Address of principal 
                       executive offices)

Registrant's telephone number, including area code:    (912) 267-7283
                                                       --------------
Item 4.   Changes in Registrant's Certifying Accountant.

          A.  Effective May 1, 1997, First Georgia Holding, Inc. ("First
Georgia") dismissed its prior certifying accountants, KPMG Peat Marwick LLP
("KPMG") and retained as its new accountants, Deloitte & Touche LLP.  KPMG's
report on First Georgia's financial statements during the two most recent
fiscal years and all subsequent interim periods preceding the date hereof
contained no adverse opinion or a disclaimer of opinions, and was not
qualified as to uncertainty, audit scope or accounting principles.  The
decision to change accountants was approved by First Georgia's Board of
Directors.

          During the last two fiscal years and the subsequent interim
periods to the date hereof, there were no disagreements between First Georgia
and KPMG on any matters of accounting principles or practices, finacial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of KPMG, would have caused it to make a
reference to the subject matter of the disagreements in connection with its
reports.

          None of the "reportable events" described in Item 304(a)(1)(ii)
occurred with respect to First Georgia within the last two fiscal years and
the subsequent interim periods to the date hereof.

          B.  Effective May 1, 1997, First Georgia engaged Deloitte & Touche
LLP as its principal accountants.  During the last two fiscal years and the
subsequent interim periods to the date hereof, First Georgia did not consult
Deloitte & Touche LLP regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.

          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.

                                        First Georgia Holding, Inc.

May 5, 1997                                  By G. FRED COOLIDGE
                                                -------------------
                                                G. FRED COOLIDGE, III
                                                Secretary and Treasurer