As filed with the Securities and Exchange Commission on August 30, 1995
                                            	Registration No. 33-_____________

                 	SECURITIES AND EXCHANGE COMMISSION
                      	WASHINGTON, D.C. 20549
	                                       
                             	FORM S-8

                 	REGISTRATION STATEMENT UNDER
                  	THE SECURITIES ACT OF 1933

                 	FIRST GEORGIA HOLDING, INC.	
       	(Exact name of Registrant as specified in its charter)

            Georgia                                      58-1781773	
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

         	1703 Gloucester Street, Brunswick, Georgia  31520	
        	(Address of principal executive offices and zip code)

                   	FIRST GEORGIA HOLDING, INC.
                   	EMPLOYEE STOCK PURCHASE PLAN
                     	(Full Title of the Plan)	

                        	Kathryn L. Knudson, Esq.
                    	Powell, Goldstein, Frazer & Murphy 
                   	191 Peachtree Street, N.E., 16th Floor
                       	Atlanta, Georgia 30303	
                  	(Name and address of agent for service)	

                          	(404)  572-6600	
	(Telephone number, including area code, of agent for service)
	                  CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------
                                      Proposed      Proposed
Title of                              Maximum       Maximum
Securities              Amount        Offering      Aggregate   Amount of
to be                   to be         Price         Offering    Registration
Registered              Registered    Per Share     Price       Fee
- ------------------------------------------------------------------------------
Common 	                25,000	       $8.00(2)     	$200,000(3)    $100
Stock,	                 shares(1) 	
$1.00 par value	
- ------------------------------------------------------------------------------
(1)	      Representing shares to be issued and sold by the Registrant 
upon the exercise of options granted or to be granted under the First 
Georgia Holding, Inc. 1995 Employee Stock Purchase Plan (the "Plan"). 
This Registration Statement also covers such indeterminable number of 
additional shares as may become issuable to prevent dilution in the 
event of a stock split, stock dividend, reclassification or other similar 
transaction pursuant to the terms of the Plan.
(2)	      The average of the high and low prices of the Registrant's 
Common Stock as reported by the Nasdaq National Market for August 29, 1995.
(3)	      The aggregate offering price is calculated solely for the purpose 
of determining the registration fee pursuant to Rule 457(h)(1) under the 
Securities Act of 1933, as amended.
	

                                  PART I

             	INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


	The documents containing the information specified in Part I of 
the Instructions to the Registration Statement on Form S-8 will be sent 
or given to employees of the Registrant as required by Rule 428(b)(1) 
promulgated under the Securities Act of 1933, as amended (the 
"Securities Act").


                                 	PART II

               	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.	INCORPORATION OF DOCUMENTS BY REFERENCE

   	The following documents filed with the Securities and Exchange 
Commission (the "Commission") are incorporated herein by reference:

   (1)   	The Registrant's Annual Report on Form 10-KSB for the 
fiscal year ended September 30, 1994 (File No. 0-16657);
 
	  (2)    The Registrant's Quarterly Report on Form 10-QSB for 
the quarter ended December 31, 1994 (File No. 0-16657);

  	(3)    The Registrant's Quarterly Report on Form 10-QSB for 
the quarter ended March 31, 1995 (File No. 0-16657);

  	(4)	   The Registrant's Quarterly Report on Form 10-QSB for 
the quarter ended June 30, 1995 (File No. 0-16657);

  	(5)	   The description of the Registrant's Common Stock 
contained in the Registrant's Registration Statement filed pursuant to 
Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") 
(File No. 0-16657).

	All documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the 
filing of a post-effective amendment that indicates that all securities 
offered hereby have been sold or that deregisters all such securities then 
remaining unsold, shall be deemed to be incorporated by reference in 
this Registration Statement and to be a part hereof from the date of filing 
of such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS & OFFICERS

	Section 14-2-851 of the Georgia Business Corporation Code 
provides that a corporation may indemnify its directors and officers 
against civil and criminal liabilities.  Directors and officers may be 
indemnified against expenses if they acted in good faith and in a manner 
reasonably believed to be in or not opposed to the best interest of the 
corporation, if they have not been adjudged liable on the basis of the 
improper receipt of a personal benefit and, with respect to any criminal 
action, if they had no reasonable cause to believe their conduct was 
unlawful.  A director or officer may be indemnified against expenses 
incurred in connection with a derivative suit if he or she acted in good 
faith and in a manner reasonably believed to be in or not opposed to the 
best interest of the corporation, except that no indemnification may be 
made without court approval if such person was adjudged liable for 
negligence or misconduct in the performance of his or her duty to the 
corporation.  Statutory indemnification is not exclusive of any rights 
provided by any bylaw, agreement, vote of shareholders or disinterested 
directors or otherwise.

	The Registrant's Bylaws provide that directors and officers of the 
Registrant will be indemnified by the Registrant against all actual 
expenses and liabilities reasonably incurred in connection with service 
for or on behalf of the Registrant to the extent they are successful on the 
merits of the case.  Indemnification is permitted, but not required, in all 
other cases under the circumstances set forth in the Georgia Business 
Corporation Code and described above.  A director or officer will not be 
entitled to indemnification if (i) such director or officer is adjudged guilty 
of or liable for gross negligence in the performance of his or her duties; 
(ii) such director or officer is adjudged guilty of or liable for willful 
misconduct or criminal acts in connection with the performance of his or 
her duties; or (iii) the action or suit giving rise to the director's or 
officer's liability is settled in a way not meeting the requirements set forth 
in the Registrant's Bylaws.  The Bylaws also provide that the right of 
directors and officers to indemnification is not exclusive of any other right 
now possessed or hereafter acquired under any statute, agreement or 
otherwise.

	The Registrant's Articles of Incorporation provide that directors of 
the Registrant will not be personally liable for monetary damages to the 
Registrant or its shareholders for breaches of their fiduciary duty as 
directors, except for (i) any appropriation, in violation of a director's 
duties, of any business opportunity of the Registrant; (ii) any acts or 
omissions not in good faith or which involve intentional misconduct or a 
knowing violation of law; (iii) liability arising in connection with a director 
taking the types of actions described in Section 14-2-640(c), or any 
successor section thereto, of the Official Code of Georgia Annotated 
(pertaining to illegal distributions to shareholders); or (iv) any transaction 
from which a director derives an improper material tangible personal 
benefit.  This provision applies only to claims against a director arising 
out of his or her role as a director and not in any other capacity (such as 
an officer or employee of the Registrant). 

	Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers or persons 
controlling the Registrant pursuant to the foregoing provisions, the 
Registrant has been informed that in the opinion of the Commission 
such indemnification is against public policy as expressed in the 
Securities Act and is therefore unenforceable.

ITEM 8.  EXHIBITS.

	The following exhibits are filed with or incorporated by reference 
into this Registration Statement pursuant to Item 601 of Regulation S-K:

EXHIBIT
  NO.           					DESCRIPTION

4(a)         			Articles of Incorporation of the Registrant 
                     (incorporated herein by reference to 
                     Appendix B to the Proxy Statement and 
                     Prospectus contained in the Registrant's 
                     Registration Statement on Form S-4 as 
                     filed with the Securities and Exchange 
                     Commission on December 18, 1987 
                     (Reg. No. 33-19150)).

4(b)			          Bylaws of the Registrant

5 			            Opinion of counsel with respect to the securities being
                 registered.

23(a)         			Consent of counsel (included in Exhibit 5).

23(b)	         		Consent of KPMG Peat Marwick LLP.

24            			Power of Attorney (see signature pages to this Registration
                 Statement).


ITEM 9.  UNDERTAKINGS

     	(a)	  The undersigned Registrant hereby undertakes:

          		(1)	  To file, during any period in which offers or sales 
       are being made, a post-effective amendment to this Registration 
       Statement:

			               (i)  To include any prospectus required by Section 10(a)(3) of
             the Securities Act;

               			(ii)  To reflect in the prospectus any facts or events 
             arising after the effective date of the Registration Statement 
             (or the most recent post-effective amendment thereof) which, 
             individually or in the aggregate, represent a fundamental 
             change in the information set forth in the Registration Statement;

			              (iii)  To include any material information with respect to 
             the plan of distribution not previously disclosed in the 
             Registration Statement or any material change to such 
             information in the Registration Statement;

PROVIDED, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the registration statement is on Form S-3, Form S-8 and the information 
required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the Registrant 
pursuant to Section 13 or Section 15(d) of the Exchange Act that are 
incorporated by reference in the Registration Statement.

		         (2)   That, for the purpose of determining any liability 
       under the Securities Act, each such post-effective amendment 
       shall be deemed to be a new registration statement relating to 
       the securities offered therein, and the offering of such securities   
       at that time shall be deemed to be the initial BONA FIDE offering 
       thereof.

		          (3)	To remove from registration by means of a 
       post-effective amendment any of the securities being registered 
       which remain unsold at the termination of the offering.

	      (b)	The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act, each filing 
of the Registrant's annual report pursuant to Section 13(a) or Section 
15(d) of the Exchange Act (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Exchange Act) that is incorporated by reference in the Registration 
Statement shall be deemed to be a new registration statement relating to 
the securities offered therein, and the offering of such securities at that 
time shall be deemed to be the initial bona fide offering thereof.

      	(h)	Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the foregoing provisions or 
otherwise, the Registrant has been advised that in the opinion of the 
Commission such indemnification is against public policy as expressed 
in the Securities Act and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment 
by the Registrant of expenses incurred or paid by a director, officer or 
controlling person of the Registrant in the successful defense of any 
action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
Registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Securities Act and will be governed by 
the final adjudication of such issue.


                         	SIGNATURES

       	Pursuant to the requirements of the Securities Act, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Brunswick, State of Georgia, on 
this the 30th day of August, 1995.

                                   							FIRST GEORGIA HOLDING, INC.


                                   							By: HENRY S. BISHOP
						                                      		Henry S. Bishop
							                                      	President


                         	POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints each of Henry S. Bishop and G. F. 
Coolidge, III as his true and lawful attorney-in-fact and agent, with full 
power of substitution and resubstitution, for him and in his name, place and 
stead, in any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this Registration Statement, and to file the 
same, with all exhibits thereto and other documents in connection therewith, 
with the Securities and Exchange Commission, granting unto each of said 
attorneys-in-fact and agents, full power and authority to do and perform each 
and every act and thing required or necessary to be done in and about the 
premises, as fully to all intents and purposes as he might or could do in 
person, hereby ratifying and confirming all that each of said attorneys-in-fact 
and agents, or their substitutes, could lawfully do or cause to be done by 
virtue hereof.


     	Pursuant to the requirements of the Securities Act, this 
Registration Statement has been signed below on August 30, 1995 by 
the following persons in the capacities indicated.


HENRY S. BISHOP                           President and Director (principal 
Henry S. Bishop                           executive officer)


B. W. BOWIE                               DIRECTOR
B. W. Bowie


TERRY DRIGGERS                            DIRECTOR
Terry Driggers


ROY HODNETT                               DIRECTOR
Roy Hodnett


HUBERT W. LANG, Jr.                       DIRECTOR
Hubert W. Lang, Jr.


E. RAYMOND MOCK                           DIRECTOR
E. Raymond Mock


JAMES D. MOORE                            DIRECTOR
James D. Moore


WILLIAM P. PORTMAN                        DIRECTOR
William P. Portman



D. LAMONT SHELL                           DIRECTOR
D. Lamont Shell


G. F. COOLIDGE, III				                   Senior Vice President and Chief 
G. F. Coolidge, III				                   Financial Officer (principal financial
                                          and accounting officer)



                                     	EXHIBIT INDEX

 EXHIBIT                                                                 PAGE
   NO.                          DESCRIPTION                               NO.

  4(a)              Articles of Incorporation of the Registrant 
                    (incorporated herein by reference to Appendix B 
                    to the Proxy Statement and Prospectus contained 
                    in the Registrant's Registration Statement on 
                    Form S-4 as filed with the Securities and Exchange 
                    Commission on December 18, 1987 (Reg. No. 33-19150)).


  4(b)              Bylaws of the Registrant                                9

  5                 Opinion of counsel with respect to the securities 
                    being registered.                                      10

  23(a)             Consent of counsel (included in Exhibit 5).            11

  23(b)             Consent of KPMG Peat Marwick LLP, independent 
                    accountants.                                           12

  24                Power of Attorney (see signature pages to this 
                    Registration Statement).









                                EXHIBIT 4(b)
	

	Changes from Meeting of September 19, 1994:

	BY-LAWS

	FIRST GEORGIA HOLDING, INC.

	INDEX
                                               
                                                           PAGE


ARTICLE ONE-OFFICES........................................    4

ARTICLE TWO- SHAREHOLDERS' MEETING.........................    4

     2.1  Annual Meeting...................................    4

     2.2  Special Meetings.................................    4

     2.3  Place............................................    4

     2.4  Notice...........................................    4

     2.5  Quorum...........................................    5

     2.6  Proxies; Required Vote...........................    5

     2.7  Presiding Officer and Secretary..................    5

     2.8  Shareholder List.................................    5

     2.9  Action in Lieu of Meeting........................    5

ARTICLE THREE-DIRECTORS....................................    6

     3.1  Management.......................................    6

     3.2  Number of Directors..............................    6

     3.3  Vacancies........................................    6

     3.4  Election of Directors...........................     6

     3.5  Removal..........................................    6

     3.6  Resignation......................................    6

     3.7  Compensation.....................................    7

     3.8  Honorary and Advisory Directors..................    7

     3.9  Retirement Age of Directors......................    7

ARTICLE FOUR-COMMITTEES..................................     7

     4.1  Executive Committee.............................    8

     4.2  Other Committees................................    8

     4.3  Removal.........................................    9

ARTICLE FIVE-MEETINGS OF THE BOARD OF DIRECTORS...........    9

     5.1  Time and Place..................................    9

     5.2  Regular Meetings................................    9
     5.3  Special Meetings................................    9
     5.4  Content and Waiver of Notice....................    9

     5.5  Quorum; Participation by Telephone..............    9

     5.6  Action in Lieu of Meeting.......................    10

     5.7  Interested Directors and Officers...............    10

ARTICLE SIX-OFFICERS, AGENTS, AND EMPLOYEES...............    10

     6.1  General Provisions..............................    10

     6.2  Powers and Duties of the Chairman of the
          Board and the President.........................    11 
     6.3  Powers and Duties of Vice Presidents............    12

     6.4  Powers and Duties of the Secretary..............    12

     6.5  Powers and Duties of the Treasurer..............    12

     6.6  Appointment, Powers and Duties of
          Assistant Secretaries...........................    12

     6.7  Appointment, Powers and Duties of 
          Assistant Treasurers............................    13

     6.8  Delegation of Duties............................    13

ARTICLE SEVEN-CAPITAL STOCK...............................    13

     7.1  Certificates....................................    13

     7.2  Shareholder List................................    14
                        
     7.3  Transfer of Shares.............................     14

     7.4  Record of Dates................................     14 
     7.5  Registered Owner...............................     15

     7.6  Transfer Agent and Registrars..................     15

     7.7  Lost Certificates..............................     15

     7.8  Fractional Shares or Scrip.....................     15

ARTICLE EIGHT-BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS.     16

     8.1  Inspections of Books and Records................    16

     8.2  Seal............................................    17

     8.3  Annual Statements...............................    17

ARTICLE NINE-IDENTIFICATION...............................    17

     9.1  Permissive Indemnification......................    17
     9.2  Permissive Indemnification-Derivative Actions...  18
     9.3  Mandatory Indemnification.......................  18
     9.4  Standard of Conduct.............................  18
     9.5  Expenses Advanced...............................  18
     9.6  Indemnification Not Exclusive...................  19
     9.7  Insurance.......................................  19
     9.8  Shareholder Notification........................  19
     9.9  Survival of Indemnification.....................  20
     
ARTICLE TEN-NOTICES; WAIVERS OF NOTICE....................  20

    10.1  Notices.........................................  20

    10.2  Waivers of Notice...............................  20

ARTICLE ELEVEN-EMERGENCY POWERS...........................  20

    11.1  Bylaws..........................................  20

    11.2  Lines of Succession.............................  21

    11.3  Head Office.....................................  21

    11.4  Period of Effectiveness.........................  21

    11.5  Notices.........................................  21

    11.6  Officers as Directors Pro Tempore...............  21

    11.7  Liability of Officers, Directors and Agents.....  21

ARTICLE TWELVE-CHECKS, NOTES, DRAFTS, ETC.................. 21

ARTICLE THIRTEEN-AMENDMENTS................................ 22
    






                                   BY LAWS
	                                    OF
                       	FIRST GEORGIA HOLDING, INC.


	ARTICLE ONE

	OFFICES

     The corporation shall at all times maintain its principal office in 
Brunswick, Georgia, its registered office in the State of Georgia and its 
registered agent at that address, but it may have other offices within or 
outside the State of Georgia as the Board of Directors may determine.

	ARTICLE TWO
	SHAREHOLDERS' MEETINGS
     2.1  Annual Meeting.  A meeting of shareholders of the corporation 
shall be held annually, within six (6) months after the end of each fiscal 
year of the corporation.  The annual meeting shall be held at such time 
and place and on such date as the Directors shall determine from time 
to time and as shall be specified in the notice of the meeting. 

     2.2  Special Meetings.  Special meetings of the shareholders may be 
called at any time by the corporation's Board of Directors, its President, 
and by the corporation upon the written request of any three or more 
shareholders, owning an aggregate of not less than twenty-five percent 
of the outstanding capital stock of the corporation.  Special meetings 
shall be held at such a time and place and on such date as shall be 
specified in the notice of the meeting.

     2.3  Place.  Annual or special meetings  of shareholders may be held 
within or without the State of Georgia.

     2.4  Notice.  Notice of annual or special shareholders meetings  
stating the place,day, and hour of the meeting shall be given in writing 
not less than ten (10) nor more than fifty (50) days before the date of the 
meeting, either mailed to the last known address or personally given to 
each shareholder.  Notice of any special meeting of shareholders shall 
state the purpose or purposes for which the meeting is called.  The 
notice of any meeting at which amendments to or restatements of the 
articles of incorporation, merger or consolidation of the corporation, or 
the disposition of corporate assets requiring shareholder approval are to 
be considered shall state such purpose, and shall further comply with all 
requirements of law.  Notice of a meeting may be waived by an 
instrument in writing executed before or after the meeting.  The waiver 
need not specify the purpose of the meeting



	4
or the business transacted, unless one of the purposes of the  meeting 
concerns a plan or merger or consolidation, in which event the waiver 
shall comply with the further requirements of law concerning such 
waivers.  Attendance at such meeting in person or by proxy shall 
constitute a waiver of notice thereof.

     2.5  Quorum.  At all meetings of shareholders a majority of the 
outstanding shares of stock shall constitute a quorum for the transaction 
of business, and no resolution or business shall be transacted without 
the favorable vote of the holders of a majority of the shares represented 
at the meeting and entitled to vote.  A lesser number may adjourn from 
day to day, and shall announce the time and place to which the meeting 
is adjourned.

    2.6  PROXIES; REQUIRED VOTE.  At every meeting of the 
shareholders, including meetings of shareholders for the election of 
Directors, any shareholder having the right to vote shall be entitled to 
vote in person or by proxy, but no proxy shall be voted after eleven 
months from its date, unless said proxy provides for a longer period.  
Each shareholder shall have one vote for each share of stock having 
voting power, registered in his name on the books of the corporation.  If 
a quorum is present, the affirmative vote of the majority of the shares 
represented at the meeting and entitled to vote on the subject matter 
shall be the act of the shareholders, except as otherwise provided by 
law, by the Articles of Incorporation or by these By-laws.

   2.7  Presiding Officer and Secretary.  At every meeting of 
shareholders, the Chairman or the President , or, if such officers shall 
not be present, then the person appointed by one of them shall preside.  
The Secretary or an Assistant Secretary, or if such officers shall not be 
present, the appointee of the  presiding officer of the meeting, shall act 
as secretary of the meeting.

   2.8  Shareholder List.  The officer or agent having charge of the stock 
transfer books of the corporation shall produce for inspection of any 
shareholder at, and continuously during, every meeting of the 
shareholders, a complete alphabetical list of shareholders showing the 
address and share holdings of each shareholder.  If the record of 
shareholders readily shows such information, it may be produced in lieu 
of such a list.

   2.9  Action in Lieu of Meeting.  Any action to be taken at a meeting of 
the shareholders of the corporation, or any action that may be taken at a 
meeting of the shareholders, may be taken without a meeting if a 
consent in writing setting forth the action so taken shall be signed by all 
of the shareholders entitled to vote with respect to the subject matter 
thereof and upon compliance with any further requirements of law 
pertaining to such consents.




	
	ARTICLE THREE
	DIRECTORS

   3.1  Management.  Subject to these By-laws, or any lawful agreement 
between the shareholders, the full and entire management of the affairs 
and business of the corporation shall be vested in the Board of 
Directors, which shall have and may exercise all of the powers that may 
be exercised or performed by the corporation. 

   3.2  Number of Directors.  The Board of Directors shall consist of no 
fewer than seven and no more than fifteen members.

   3.3  Vacancies.  The Directors may fill the place of any Director which 
may become vacant prior to the expiration of such
 Director's term, such appointment by the Directors to continue until the 
expiration of the term of the Director whose place has become vacant.  

   3.4  Election of Directors.  The Board of Directors, when it consists of 
nine or more members, shall be divided into three (3) classes, Class I, 
Class II, and Class III, which shall be as nearly equal in number as 
possible.  Each Director in Class I shall be elected to an initial term of 
one (1) year, each Director in Class II shall be elected to an initial term 
of two (2) years and each Director in Class III shall be elected to an 
initial term of three (3) years, and each Director shall serve until the 
election and qualification of his successor or until his or her earlier 
resignation, death, or removal from office.  Upon the expiration of the 
initial terms of office for each Class of  Directors, the Directors of each 
Class shall be elected for terms of three (3) years, to serve until the 
election and qualification of their successors or until their earlier 
resignation, death, or removal from office.

   3.5  Removal.  Any Director may be removed from office, at a meeting 
with respect to which notice of such purpose is given (a) without cause, 
only upon the affirmative vote of the holders of at least two-thirds of the 
issued and outstanding shares of the corporation, and (b) with cause, 
only upon the affirmative vote of the holders of a majority of the issued 
and outstanding shares of the corporation.

   3.6  Resignation.  Any Director may resign at any time either orally at 
any meeting of the Board of Directors or by so advising the Chairman of 
the Board or the President or by giving written notice  to the corporation. 
 A Director who resigns may postpone the effectiveness of his or her 
resignation to a future date or upon the occurrence of a future event 
specified in a written tender of resignation.  If no time of effectiveness is 
specified therein,  a resignation shall be effective upon tender.


 
A vacancy shall be deemed to exist at the time a resignation is 
tendered, and the Board of Directors or the shareholders may, then or 
thereafter, elect a successor to take office when the resignation by its 
terms becomes effective. 

   3.7  Compensation.  Directors may be allowed such compensation for 
their services as Directors as may from time to time be fixed by vote of 
the Board of Directors.

   3.8 Honorary and Advisory Directors.  When a Director of the 
corporation retires under the retirement policies of the corporation as 
established from time to time by the board of Directors, such Director 
automatically shall become an Honorary Director of the corporation 
following his retirement.  The Board of Directors of the corporation 
following  also may appoint any individual an Honorary Director, Director 
Emeritus, or member of any advisory board established by the Board of 
Directors.  Any individual automatically becoming an Honorary Director 
or appointed an Honorary Director, Director Emeritus, or member of an 
advisory board as provided in Section 3.7, but such individual may not 
vote at any meeting of the Board of Directors or be counted in 
determining a quorum as provided in Section 5.5 and shall not have any 
responsibility or be subject to any liability imposed upon a Director, or 
otherwise be deemed a Director.

    3.9 Retirement Age of Directors.  No person 75 years of age or above 
shall be eligible for election, reelection, appointment or reappointment to 
the Board of the Corporation. No Director shall serve as such beyond the 
annual meeting of the Corporation immediately following the Director 
becoming aged 75, except that a Director serving on the date these 
Bylaws are amended may complete the term as a Director. Such person 
having reached the age of 75 shall automatically become a Director 
Emeritus. A Director of the Corporation may opt to retire at age 70, and 
shall automatically become a Director Emeritus. 

	ARTICLE FOUR
	COMMITTEES

    4.1 Executive Committee.  (a) The Board of Directors may, by 
resolution adopted by a majority of the entire Board, designate an 
Executive Committee consisting of two or more Directors.  Each 
Executive Committee shall hold office until the first meeting of the Board 
of Directors after the annual meeting of shareholders and until the 
member's successor is elected and qualified, or until the member's 
death, resignation or removal, or until the member shall cease to be a 
director.

    (b) During the intervals between the meetings of the Board of 
Directors, the Executive Committee may exercise all the authority of the 
Board of Directors; provided, however, that the Executive Committee 
shall not have the power to amend or repeal any resolution of the Board 
of Directors that by its terms shall not be subject to amendment or 
repeal by the Executive Committee, and the Executive Committee shall 
not have the authority of the Board of Directors in reference to (i) the 
amendment of the Articles of Incorporation or By-laws of the 
corporation; (ii) the adoption of a plan of merger or consolidation; (iii) the 
sale, lease, 
exchange or other disposition of all or substantially all the property and 
assets of the corporation; or (iv) a voluntary
dissolution of the corporation of the revocation of any such voluntary 
dissolution.

    (c) The Executive Committee shall meet from time to time on call of 
the Chairman of the Board or the President or of any two or more 
members of the Executive Committee.  Meetings of the Executive 
Committee may be held at such place or places, within or without the 
State of Georgia, as the Executive Committee shall determine or as 
may be specified or fixed in the respective notices or waivers of such 
meetings.  The Executive Committee may fix its own rules of procedure, 
including provision for notice of its meetings.  It shall keep a record of its 
proceedings and shall report these proceedings to the Board of Directors 
at the meeting thereof held next after they have been taken, and all such 
proceedings shall be subject to revision or alteration by the Board of 
Directors except to the extent that action shall have been taken pursuant 
to or in reliance upon such proceedings prior to any such revision or 
alteration.

    (d) The Executive Committee shall act by majority vote of its 
members; provided, however, that contracts or transactions of and by 
the corporation in which officers or Directors of the corporation are 
interested shall require the affirmative vote of a majority of the 
disinterested members of the Executive Committee at a meeting of the 
Executive Committee at which the material facts as to the interest and 
as to the contract or transaction are disclosed or known to the members 
of the Executive Committee prior to the vote.

   (e) Members of the Executive Committee may participate in 
committee proceedings by means of conference telephone or similar 
communications equipment by means of which all persons participating 
in the proceedings can hear each other, and such participation shall 
constitute presence in person at such proceedings.

   (f) The Board of Directors, by resolution adopted in accordance with 
paragraph (a) of this section, may designate one or more Directors as 
alternate members of the Executive Committee who may act in the 
place and stead of any absent member or members at any meeting of 
said committee.

   4.2 Other Committees.  The Board of Directors, by resolution adopted 
by a majority of the entire Board, may designate one or more of the 
Directors of the corporation, which shall have such name or names and 
shall have and may exercise such powers of the Board of Directors, 
except the powers denied to the Executive Committee, as may be 
determined from time to time by the Board of Directors.  Such 
committees shall provide for their own rules of procedure, subject to the 
same restrictions thereon as provided above for the Executive 
Committee.

    4.3 Removal.  The Board of Directors shall have power at any time to 
remove any member of any committee, with or without cause, and to fill 
vacancies in and to dissolve any such committee.

	ARTICLE FIVE
	MEETINGS OF THE BOARD OF DIRECTORS

    5.1 Time and place.  Meetings of the Board of Directors may be held 
at any place either within or without the State of Georgia.  Each newly 
elected Board of Directors shall meet immediately following the close of 
the annual meeting of shareholders and at the place thereof, or such 
newly elected Board of Directors may hold such meeting at such place 
and time as shall be fixed by the consent in writing of all the Directors.  
In any such case, no notice of such meeting to the newly elected 
Directors shall be necessary in order legally to constitute the meeting.

   5.2 Regular Meetings.  Regular meetings of the Board of Directors 
may be held without notice at such time and place, within or without the 
State of Georgia, as shall be determined by the Board of Directors from 
time to time.

   5.3 Special Meetings. Special meetings of the Board of Directors may 
be called by the Chairman of the Board or the President on not less than 
three days' notice by mail, telegram, cablegram, personal delivery or 
telephone to each Director and shall be called by the Chairman of the 
Board or the President in like manner and on like notice on the written 
request of any two or more Directors.  Any such special meeting shall be 
held at such time and place, within or without the State of Georgia, as 
shall be stated in the notice of the meeting.

   5.4 Content and waiver of notice.  No notice of any meeting of the 
Board of Directors need state the purposes thereof.  Notice of any 
meeting may be waived by an instrument in writing executed before or 
after the meeting.  Attendance in persons at any such meeting shall 
constitute a waiver of notice thereof.

   5.5 Quorum; Participation by Telephone.  At all meetings of the Board 
of Directors, the presence of a majority of the authorized number of 
Directors shall be necessary and sufficient to constitute a quorum for the 
transaction of business.  Directors may participate in any meeting by 
means of conference telephone or similar communications equipment 
by means of which all persons participating in the meeting can hear 
each other, and participation in a meeting by means of such 
communications 
equipment shall constitute the presence in person at such meeting.  
Except as may be otherwise specifically provided by law, the Articles of 
Incorporation or these By-laws, all resolutions adopted and all business 
transacted by the Board of Directors shall require the affirmative vote of 
a majority of the Directors present at the meeting. In the absence of a 
quorum, a majority of the Directors present at any meeting may adjourn 
the meeting at which the adjournment is taken.

    5.6 Action in Lieu of Meeting.  Any action required or permitted to be 
taken at any meeting of the Board of Directors or of any committee 
thereto is signed by all members of the Board of Directors or of such 
committee, as the case may be, and such written consent is filed with 
the minutes of the proceedings of the Board of Directors and upon 
compliance with any further requirements of law pertaining to such 
consents.

    5.7 Interested Directors and Officers. An interested Director or officer 
is one who is a party to a contract or transaction with the corporation or 
who is an officer or Director of, or has a financial interest in, another 
corporation, partnership or association which is a party to a contract or 
transaction with the corporation.  Contracts and transactions between the 
corporation and one or more interested Directors of officers shall not be 
void or voidable solely because of the involvement or vote of such 
interested persons as long as (a) the contract or transaction is approved 
in good faith by the Board of Directors or appropriate committee, by the 
affirmative votes of majority of disinterested  Directors, even if the 
disinterested Directors be less than a quorum, at a meeting of the Board 
or committee at which the material facts as to the interested person or 
persons and the contract or transaction has been disclosed to them; or 
(c) the contract or transaction is fair as to the corporation as of the time 
it is authorized, approved or ratified by the Board, committee, or 
shareholders.  Interested Directors may be counted in determining the 
presence of a quorum at a meeting of the Board or committee which 
authorizes the contract or transaction.

	ARTICLE SIX
	OFFICERS, AGENTS, AND EMPLOYEES

    6.1 General Provisions. The Officers of the corporation shall be a 
President, a Secretary, and a Treasurer, and may include a Chairman of 
the Board, one or more Vice Presidents, one or more Assistant 
Secretaries, and one or more Assistant Treasurers.  The officers shall be 
elected by the Board of Directors at the first meeting of the shareholders 
in each year or shall be appointed
as provided in these By-laws.  The Board of Directors may elect other 
officers, agents, and employees, who shall have such authority and 
perform such duties as may be prescribed by the Board of Directors.  All 
officers shall hold office until the meeting of the Board of Directors 
following the next annual  meeting of the shareholders after their 
election or appointment and until their successors shall have been 
elected or appointed and shall have qualified.  Any two or more offices 
may be held by the same person, except the offices of President and 
Secretary.  Any officer, agent or employee of the corporation may be 
removed by the Board of Directors with or without cause.  Removal 
without  cause shall be without prejudice to such person's contract rights, 
if any, but the election or appointment of any person as an officer, agent 
or employee of the corporation shall not of itself create contract rights.  
The compensation of officers,agents, and employees elected by the 
Board of Directors shall be fixed by the Board of Directors or by a 
committee thereof, and this power may also be delated to any officer, 
agent or employee as to persons under his direction or control
The Board of Directors may require any officer, agent, or employee to 
give  security for the faithful performance of his duties. 

   6.2 Powers and Duties of the Chairman of the Board and the 
President.  The powers and duties of the Chairman of the Board and the 
President, subject to the supervision and control of the Board of 
Directors, shall be those usually appertaining to their respective offices 
and whatever other powers and duties are prescribed by these By-laws 
or by the Board of Directors.

   (a) The Chairman of the Board shall, in the absence of the President, 
preside at all meetings of the Board of Directors and at all meetings of 
the shareholders.

   (b) The President shall, unless otherwise provided by the Board of 
Directors, be the chief executive officer of the corporation.  The 
President shall preside at all meetings of the Board of Directors and at 
all meetings of the shareholders.  The President shall have general 
charge of the business and affairs of the corporation and shall keep the 
Board of Directors fully advised.  He or she shall employ and discharge 
employees and agents of the corporation, except such as shall be 
elected by the Board of Directors, and he may delegate these powers.  
He or she shall have such powers and perform such duties as generally 
pertain to the office of the President, as well as such further powers and 
duties as may be prescribed by the Board of Directors.  The President 
may vote the shares or other securities of any other domestic or foreign 
corporation of any type or kind which may at any time be owned by the 
corporation, may execute 
any shareholders' or other consents in respect thereof and may in his or 
her discretion delegate such powers by executing proxies, or otherwise, 
on behalf of the corporation.  The Board of Directors by resolution from 
time to time, may confer like powers upon any other person or persons.

   6.3 Powers and Duties of Vice Presidents. Each Vice President shall 
have such powers and perform such duties as the Board of Directors or 
the President may prescribe and shall perform such other duties as may 
be prescribed by these By-laws.  In the absence or inability to act of the 
President, unless the Board of Directors shall otherwise provide, the 
Vice President who has served in that capacity for the longest time and 
who shall be present and able to act, shall perform all duties and may 
exercise any of the powers of the President.  The performance of any 
such duty by a Vice President shall be conclusive evidence of his or her 
power to act.

   6.4 Powers and Duties of the Secretary.  The secretary shall have 
charge of the minutes of all proceedings of the shareholders and of the 
Board of Directors and shall keep the minutes of all their meetings at 
which he or she is present. Except as otherwise provided by these By-
laws, the secretary shall attend to the giving of all notices to 
shareholders and Directors.  He or she shall have charge of the seal of 
the corporation, shall attend to its use on all documents the execution of 
which on behalf of the corporation under its seal is duly authorized and 
shall attest the same by his or her signature whenever required.  The 
Secretary shall have charge of the record of shareholders of the 
corporation, of all written requests by shareholders that notices be 
mailed to them at an address other than their addresses on the record of 
shareholders, and of such other books and papers as the Board of 
Directors may direct.  Subject to the control of the Board of Directors, 
the Secretary shall have all such powers and duties as generally are 
incident to the position of Secretary or as may be assigned to the 
Secretary by the President or the Board of Directors.

   6.5 Powers and Duties of the Treasurer. The Treasurer shall have 
charge of all funds and securities of the corporation, shall endorse the 
same for deposit or collection when necessary and deposit the same to 
the credit of the corporation in such banks or depositaries as the Board 
of Directors may authorize.  The Treasurer may endorse all commercial 
documents requiring endorsements for or on behalf of the corporation 
and may sign all receipts and all commercial documents requiring 
endorsements for or on behalf of the corporation and may sign all 
receipts and vouchers for payment made to the corporation.  The 
Treasurer shall have all such powers and duties as generally are incident 
to the position of Treasurer or as may be assigned to the Treasurer by 
the President or by the Board of Directors.

    6.6 Appointment, Powers, and Duties of assistant 
Secretaries.  Assistant Secretaries may be appointed by the President or 
elected by the Board of Directors.  In the absence or inability of the 
Secretary to act, any Assistant Secretary may perform all the duties and 
exercise all the powers of the Secretary.  The performance of any such 
duty shall be conclusive evidence of the Assistant Secretary's power to 
act.  An Assistant Secretary shall also perform such other duties as the 
Secretary or the Board of Directors may assign to him or her.

   6.7 Appointment, Powers and Duties of Assistant Treasurers.
Assistant Treasurers may be appointed by the President or elected by 
the Board of Directors.  In the absence or inability of the Treasurer to 
act, an Assistant Treasurer may perform all the duties and exercise all 
the powers of the Treasurer.  The performance of any such duty shall be 
conclusive evidence of the Assistant Treasurer's power to act.  An 
Assistant Treasurer shall also perform such other duties as the Treasurer 
or the Board of Directors may assign to him or her. 

   6.8 Delegation of Duties. In case of the absence of any officer of the 
corporation, or for any other reason that the Board of Directors may 
deem sufficient, the Board of Directors(or in the case of Assistant 
Secretaries or Assistant Treasurers only, the President) may confer for 
the time being the powers and duties, or any of them, of such officer 
upon any other officer provided that the powers and duties of the 
President may not be conferred upon the Secretary, and vice versa), or 
elect or appoint any new officer to fill a vacancy created by death, 
resignation, retirement, or termination of any officer.  In such
latter event such new officer shall serve until the next annual  election of 
officers.

	ARTICLE SEVEN
	CAPITAL STOCK

   7.1 Certificates. (a) The interest of each shareholder shall be 
evidenced by a certificate or certificates representing shares of the 
corporation which shall be in such form as the Board of Directors may 
from time to time adopt and shall be numbered and shall be entered in 
the books of the corporation as they are issued.  Each certificate 
representing shares shall set forth upon the face thereof the following:

        (i) the name of this corporation;

       (ii) that the corporation is organized under the laws of the State of 
Georgia;

     (iii)  the name or names of the person or persons to whom the 
certificate is issued;

     (iv)   the number and class of shares, and the designation of the 
series, if any, which the certificate represents;

     (v)    the par value of each share represented by such certificate, or a 
statement that the shares are without par value; and 

     (vi)  if any shares represented by the certificate are nonvoting shares, 
a statement or notation to that effect; and, if the shares represented by 
the certificate are subordinate to shares of any other class or series with 
respect to dividends or amounts payable on liquidation, the certificate 
shall further set forth on either the face or back thereof a clear and 
concise statement to that effect.

     (b)  Each certificate shall be signed by the President or a Vice 
President and the Secretary or an Assistant Secretary and may be 
sealed with the seal of the corporation or a facsimile thereof.  If a 
certificate is countersigned by a transfer agent or registered by a 
registrar, other than the corporation itself or an employee of the 
corporation, the signature of any such officer of the corporation may be 
a facsimile.  In case any officer or officers who shall have signed, or 
whose facsimile signature or signatures shall have been used on, any 
such certificate or certificates shall cease to be such officer or officers of 
the corporation, whether because of death, resignation or otherwise, 
before such certificate or certificates shall have been delivered by the 
corporation, such certificate or certificates may nevertheless be 
delivered as though the person or persons who signed such certificate or 
certificates or whose facsimile signatures shall have been used thereon 
had not ceased to be such officer or officers.

    7.2 Shareholder List.  The corporation shall keep or cause to be kept 
a record of the shareholders of the corporation which readily shows, in 
alphabetical order or by alphabetical index, and by classes or series of 
stock, if any, the names of the shareholders entitled to vote, with the 
address of and the number  of shares held by each.  Said record shall be 
presented and kept open at all meetings of the shareholders.

    7.3 Transfer of Shares.  Transfers of stock shall be made on the 
books of the corporation only by the person named in the 
certificate, or by power of attorney lawfully constituted in writing, and 
upon surrender of the certificate, or in the case of a certificate alleged to 
have been lost, stolen or destroyed upon compliance with the provisions 
of Section 7.7 of these By-laws.

    7.4 Record Dates.  (a) For the purpose of determining shareholders 
entitled to notice of or to vote at any meeting of 
shareholders or any adjournment thereof, or entitled to receive payment 
of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may 
provide that the stock transfer books shall be closed for a stated period 
but not to exceed fifty days.  If the stock transfer books shall be closed 
for the purpose of determining shareholders entitled to notice of or to 
vote at a meeting of shareholders, such books shall be closed for a least 
ten days immediately preceding such meeting. 

     (b) In lieu of closing the stock transfer books, the Board of Directors 
may fix in advance a date as the record date for any such determination 
of shareholders, such date to be not more than fifty days and, in case of 
a meeting of shareholders, not less than ten days, prior to the date on 
which the particular action requiring such determination of shareholders 
is to be taken.

     7.5 Registered Owner.  The corporation shall be entitled to treat the 
holder of record of any share of stock of the corporation as the person 
entitled to vote such share, to receive any dividend or other distribution 
with respect to such share, and for all other purposes and accordingly 
shall not be bound to recognize any equitable or other claim or interest 
in such share on the part of any other person, whether or not it shall 
have express or other notice thereof, except as otherwise provided by 
law.

     7.6 Transfer Agent and Registrars.  The Board of directors may 
appoint one or more transfer agents and one or more registrars and may 
require each stock certificate to bear the signature or signatures of a 
transfer agent or a registrar or both. 

     7.7 Lost Certificates.  Any person claiming a certificate of stock to be 
lost, stolen, or destroyed shall make an affidavit or affirmation of the fact 
in such manner as the Board of Directors may require and, if the 
Directors so require, shall give the corporation a bond of indemnity in 
form and amount and with one or more sureties satisfactory to the Board 
of Directors,whereupon an appropriate new certificate may be used in 
lieu of the certificate alleged to have been lost, stolen or destroyed.

    7.8 Fractional Shares or Scrip.  The corporation may, when and if 
authorized so to do by its Board of Directors, issue certificates for 
fractional shares or scrip in order to effect share transfers, share 
distributions or reclassifications, mergers, consolidations, or 
reorganizations, mergers, consolidations or reorganizations.  Holders of 
fractional shares shall be entitled, in proportion to their fractional 
holdings, to exercise voting rights, receive dividends and participate in 
any
of the assets of the corporation in the event of liquidation.  Holders of 
scrip shall not, unless expressly authorized by the Board of Directors, be 
entitled to exercise any right of a shareholder of the corporation, 
including voting rights, dividend rights or the right to participate in any 
assets of the corporation in the event of liquidation.  In lieu of issuing 
fractional shares or scrip, the corporation may pay in cash the fair value 
of fractional interests as determined by the Board of Directors; and the 
Board of Directors may adopt resolutions regarding rights with respect to 
fractional shares or scrip as it may deem appropriate, including without 
limitation the right for persons entitled to receive fractional shares to sell 
such fractional shares or purchase such additional fractional shares as 
may be needed to acquire one full share, or sell such fractional shares 
or scrip for the account of such persons.


	ARTICLE EIGHT
	BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS

    8.1 Inspection of Books and Records.  (a) Any person who shall have 
been a shareholder of record for at least six months immediately 
preceding his demand or who shall be the holder of record of, or 
authorized in writing by the holders of record of, at least five (5%) 
percent of the outstanding shares of any class or series of the 
corporation, upon written demand stating the purpose thereof, shall have 
the right to examine in person or by agent or attorney, at any reasonable 
time or times, for any proper purpose, the books and records of account, 
minutes and  record of shareholders and to make extracts therefrom.

    (b) Any inspection authorized above may be denied to shareholder or 
other person upon his refusal to furnish an affidavit that such inspection 
is for a proper purpose and is not desired for a purpose which is in the 
interest of a business or object other then the business of the 
corporation, that he has not within the five years preceding the date of 
the affidavit sold or offered for sale, and does not now intend to sell or 
offer for sale, any list of shareholders of the corporation or any other 
corporation and that he has not within said five-year period aided or 
abetted any other person to procure any list of shareholders for that 
purpose.  The initiation of a tender offer or other offer to purchase 
shares shall not be deemed a proper purpose hereunder.


    (c) If the Secretary or a majority of the corporation's Board of 
Directors or Executive Committee members find that the request is 
proper, the Secretary shall notify the shareholder within thirty days after 
receipt of said request of the time, which shall not be more than thirty 
days after such notification, and place at which the inspection may be 
conducted.
 
     (d) If said request is found by the secretary, the Board of Directors or 
the Executive Committee to be improper, the Secretary shall so notify 
the requesting shareholder within thirty days after receipt of the request. 
 The Secretary shall specify in said notice the basis for the rejection of 
the shareholder's request. 

    (e) The Secretary, the Board of Directors, and the Executive 
Committee shall at all times be entitled to rely on the corporate records 
in making any determination hereunder.

    8.2 Seal. The corporate seal shall be in such form as the Board of 
Directors may from time to time determine.  In the event it is 
inconvenient to use such a seal at any time, the signature of the 
corporation followed by the word "Seal" enclosed in parentheses or scroll 
shall be deemed the seal of the corporation.  
    
    8.3 Annual Statements. Not later then four months after  the close of 
each fiscal year, and in any case prior to the next annual meeting of 
shareholders, the corporation shall prepare:              
        (a) A balance sheet showing in reasonable detail the financial 
condition of the corporation as of the close of its fiscal year, and 

        (b) A profit and loss statement showing the results of its operations 
during its fiscal year.  Upon written request, the corporation promptly 
shall mail any shareholder of record a copy of its most recent balance 
sheet and profit and loss statement.

	ARTICLE NINE
                         INDEMNIFICATION

    9.1 Permissive indemnification- Non-derivative Actions.
Under the circumstances prescribed in Sections 9.3 and 9.4, the 
corporation shall indemnify and hold harmless any persons who was or 
is a party or is threatened to be made a party to any threatened, pending 
or completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative (other than an action by or in the right of 
the corporation) by reason of the fact that the person is or was a director, 
officer, employee, or agent of the corporation or is or was serving at the 
request of the corporation as a director, officer, employee, or agent of 
another corporation, partnership, joint venture, trust or other enterprise, 
against expenses (including attorneys' fees), judgments, fines, and 
amounts paid in settlement actually and reasonably incurred by the 
person in connection with such action, suit, or proceeding if the person 
acted in a manner he or she reasonably believed to be in or not opposed 
to the best 
interests of the corporation, and with respect to any criminal action or 
proceeding, had no reasonable cause to believe his or her conduct was 
unlawful.  The  termination of any action, suit or proceeding by 
judgment, order, settlement, conviction, or upon a plea of nolo 
contendere or its equivalent, shall not, of itself create a presumption that 
(a) the person did not act in a manner which he or she reasonably 
believed to be in or not opposed to the best interests of the corporation, 
and with respect to any criminal action or proceeding, (b) that the person 
had reasonable cause to believe that his or her conduct was unlawful.

    9.2 Permissive Indemnification-Derivative Actions.  Under the 
circumstances prescribed in Sections 9.3 and 9.4, the corporation shall 
indemnify and hold harmless any person who was or is a party or is 
threatened to be made a party to any threatened, pending or completed 
action or suit by or in the right of the corporation to procure a judgment 
in its favor by reason of the fact that the person is or was a director, 
officer, employee, or agent of the corporation or is or was serving at the 
request of the corporation as a director, officer, employee, or agent of 
another corporation, partnership, joint venture, trust or other enterprise, 
against expenses (including attorneys' fees) actually and reasonably 
incurred by the person in connection with the defense or settlement of 
such action or suit if the person acted in good faith and in a manner he 
or she reasonably believed to be in or not opposed to the best interests 
of the corporation except that no indemnification shall be made in 
respect of any claim, issue or matter as to which such person shall have 
been adjudged to be liable to the corporation, unless and only to the 
extent that the court in which action or suit was brought shall determine 
upon application that, despite the adjudication of liability but in view of 
all the circumstances of the case, such person is fairly and reasonably 
entitled to indemnity for such expenses which the court shall deem 
proper.  

    9.3 Mandatory indemnification.  To the extent that a director, officer, 
employee, or agent of the corporation has been successful on the merits 
or otherwise in defense of any action, suit, or proceeding referred to in 
Sections 9.1 and 9.2, or in defense of any claim, issue or matter therein, 
such person shall be indemnified against expenses (including attorneys' 
fees) actually and reasonably incurred by him or her in connection 
therewith.

    9.4 Standard of Conduct. Except as provided in Section 9.3 and 
except as may be ordered by a court, any indemnification under 
Sections 9.1 and 9.2 shall be made by the corporation only as 
authorized in the specific case upon a determination that indemnification 
of the director, officer, employee, or agent is proper in the circumstances 
because such person has met the applicable standard of conduct set 
forth in Sections 9.1 and 9.2.
Such a determination shall be made (a) by the Board of Directors by a 
majority vote of a quorum consisting of directors who were not parties to 
such action, suit or proceeding, or (b) if such a quorum is not obtainable, 
or, even if obtainable, if a quorum of disinterested directors so directs, 
by the firm of independent legal counsel then employed by the 
corporation, in a written opinion, or (c) by the affirmative vote of a 
majority of the shares entitled to vote thereon.  

    9.5 Expenses Advanced. Expenses incurred in defending a civil or 
criminal action, suit or proceeding shall be paid by the corporation in 
advance of the final deposition of such action, suit or proceeding upon 
receipt of an undertaking by or on behalf of the director, officer, 
employee, or agent to repay such amount if it shall ultimately be 
determined that he is not entitled to be indemnified by the corporation as 
authorized in this Article Nine.

    9.6 Indemnification Not Exclusive. The indemnification and 
advancement of expenses provided by or granted pursuant to this Article 
Nine shall not be deemed exclusive of any other rights, in respect of 
indemnification or otherwise, to which those seeking indemnification or 
advancement of expenses may be entitled under any by-law, resolution, 
or agreement either specifically or in general terms approved by the 
affirmative vote of the holders of a majority of the shares entitled to vote 
thereon taken at a meeting the notice of which specified that such by-
law, resolution or agreement would be placed before the stockholders, 
both as to action by a director, officer, employee or agent in his or her 
official capacity and as to action in another capacity while holding such 
office or position; except that no such other rights, in respect to 
indemnification or otherwise, may be provided or granted to a director, 
officer, employee, or agent pursuant to this Section 9.6 by the  
corporation for liability for (a) any appropriation, in violation of his duties 
of any business opportunity of the corporation; (b) acts or omissions not 
in good faith or which involve intentional misconduct of a knowing 
violation of law; (c) the types of liability set forth in Section 14-2-154 of 
the Georgia Business Corporation Code dealing with illegal or 
unauthorized (i) distributions of corporate assets, whether as dividends 
or in liquidation of the corporation, or otherwise, (ii) repurchases of stock 
or (iii) commencement of business; or (d) any transaction from which the 
director derived an improper personal benefit.

    9.7 Insurance. The corporation may purchase and maintain insurance 
on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the 
request of the corporation as a director, officer, employee, or agent of 
another corporation, partnership, joint venture, trust or other enterprise, 
against any liability 
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the 
provisions of this Article Nine.

    9.8 Shareholder Notification. If any expenses or other amounts are 
paid by way of indemnification, otherwise than by court order or action 
by the stockholders or by an insurance carrier pursuant to insurance 
maintained by the corporation, the corporation shall, not later than the 
next annual meeting of stockholders unless such meeting is held within 
three (3) months from the date of such payment, and, in any event, 
within 15 months from the date of such payment, send in accordance 
with Section 14-2-113 of the Official Code of Georgia annotated to its 
stockholders of record at the time entitled to vote for the election of 
directors a statement specifying the persons paid, the amounts paid, and 
the nature and status at the time of such payment of the litigation or 
threatened litigation.

    9.9 Survival of Indemnification. The indemnification and 
advancement of expenses provided by or granted pursuant to this Article 
Nine shall continue as to a person who has ceased to be a director, 
officer, employee, or agent and shall inure to the benefit of the heirs, 
executors, and administrators of such a person.  

	ARTICLE TEN
	NOTICES: WAIVERS OF NOTICE

    10.1 Notices. Except as otherwise specifically provided in these by-
laws, whenever under the provision of these By -laws notice is required 
to be given to any shareholder, Director, or officer, it shall not be 
construed to mean personal notice, but such notice may be given by 
personal notice, by telegram or cablegram, or by mail by depositing the 
same in the post office or letter box in a postage prepaid sealed 
wrapper, addressed to such shareholder, Director or officer at such 
address as appears on the books of the corporation, and such notice 
shall be deemed to be given at the time when the same shall be thus 
sent or mailed. 

    10.2 Waiver of Notice. Except as otherwise provided in these By-
laws, when any notice is required to be given by law, by the Articles of 
Incorporation or by these By-laws, a written waiver thereof, signed by the 
person entitled to notice, whether before or after the time stated therein, 
shall be deemed equivalent to notice.  In the case of a shareholder, such 
waiver of notice may be signed by the shareholder's attorney or proxy 
duly appointed in writing.





	ARTICLE ELEVEN
	EMERGENCY POWERS

    11.1 By-Laws. The Board of Directors may adopt emergency by-laws, 
subject to repeal or change by action of the shareholders, which shall, 
notwithstanding any provision of law, the Articles of Incorporation or 
these By-laws, be operative during any emergency in the conduct of the 
business of the corporation resulting from an attack on the United States 
or on a locality in which the corporation conducts its business or 
customarily holds meeting of its Board of Directors or its shareholders, 
or during any nuclear or atomic disaster, or during the existence of any 
catastrophe, or other similar emergency condition, as a result of which a 
quorum of the Board of Directors or a standing committee thereof 
cannot readily be convened for action.  The emergency by-laws may 
make any provision that may be practical and necessary for the 
circumstances of the emergency.

    11.2 Lines of Succession. The Board of Directors, either before or 
during any such emergency, may provide, and from time to time modify, 
lines of succession in the event that during such an emergency any or all 
officers or agents of the corporation shall for any reason be rendered 
incapable of discharging their duties.
    
    11.3 Head Office. The Board of Directors, either before or during any 
such emergency, may (effective during the emergency) change the head 
office or designate several alternative head offices or regional offices, or 
authorize the officers to do so.

     11.4 Period of Effectiveness.  To the extent not inconsistent with any 
emergency by-laws so adopted, these By-laws shall remain in effect 
during any such emergency and upon its termination, the emergency by-
laws shall cease to be operative.

    11.5 Notices. Unless otherwise provided in emergency by-laws, notice 
of any meeting of the Board of Directors during any such emergency 
may be given only to such of the Directors as it may be feasible to reach 
at the time, and by such means as may be feasible at the time, including 
publication, radio or television.
  
    11.6 Officers as Directors Pro Tempore. To the extent required to 
constitute a quorum at any meeting of the Board of Directors during any 
such emergency, the officers of the corporation who are present shall, 
unless otherwise provided in emergency by-laws, be deemed, in order of 
rank and within
the same rank in order of seniority, Directors for such meeting.


    11.7 Liability of Officers, Directors, and Agents. No officer, Director, 
agent or employee acting in accordance with any emergency by-law 
shall be liable except for willful misconduct.  No officer, Director, agent 
or employee shall be liable for any action by him or her in good faith in 
such an emergency in furtherance of the ordinary business affairs of the 
corporation even though not authorized by the by-laws then in effect.

	ARTICLE TWELVE
	CHECKS, NOTES, DRAFTS, ETC.

     Checks, notes, drafts, acceptance, bills of exchange and other orders 
or obligations for the payment of money shall be signed by such officer 
or officers or person or persons as the Board of Directors by resolution 
shall from time to time designate.

	

	ARTICLE 13
	AMENDMENTS

     The By-laws of the corporation may be altered or amended and new 
by-laws may be adopted by the shareholders at any annual or special 
meeting of the shareholders or by the Board of Directors at any regular 
or special meeting of the Board of Directors; provided, however, that, if 
such action is to be taken at a meeting of the shareholders, notice of the 
general nature of the proposed change in the By-laws shall be given in 
the notice of meeting.  The shareholders may provide by resolution that 
any By-law provision repealed, amended, adopted, or altered by them 
may not be repealed, amended, adopted, or altered by the Board of 
Directors.  Except as otherwise provided in the Articles of Incorporation, 
action by the shareholders with respect to By-laws shall be taken by an 
affirmative vote of a majority of all shares entitled to elect Directors, and 
action by the Board of Directors with respect to By-laws shall be taken 
by an affirmative vote of a majority of all Directors then holding office.

































EXHIBIT 5


Powell, Goldstein, Frazer & Murphy
191 Peachtree Street, N.E.
Atlanta, GA 30303
(404) 572-6600


	August 30, 1995







First Georgia Holding, Inc.
1703 Gloucester Street
Brunswick, Georgia  31521

	Re:	Registration Statement on Form S-8
		First Georgia Holding, Inc.
		1995 Stock Incentive Plan

Ladies and Gentlemen:

	We have served as counsel for First Georgia Holding, Inc., a 
Georgia corporation (the "Company"), in connection with the registration 
under the Securities Act of 1933, as amended, pursuant to a 
Registration Statement on Form S-8 (the "Registration Statement"), of 
an aggregate of 25,000 (the "Shares") of common stock, $1.00 par 
value, of the Company, to be offered and sold by the Company pursuant 
to the First Georgia Holding, Inc. 1995 Stock Incentive Plan (the "Plan").

	We have examined and are familiar with originals or copies 
(certified, photostatic or otherwise identified to our satisfaction) of such 
documents, corporate records and other instruments relating to the 
incorporation of the Company and the authorization of the shares to be 
issued pursuant to the Plan as we have deemed necessary and 
advisable.  In such examinations, we have assumed the genuineness of 
all signatures on all originals and copies of documents we have 
examined, the authenticity of all documents submitted to us as originals 
and the conformity to original documents of all certified, conformed or 
photostatic copies.  As to questions of fact material and relevant to our 
opinion, we have relied upon certificates or representations of Company 
officials and of appropriate governmental officials.

	We express no opinion as to matters under or involving the laws 
of any jurisdiction other than the corporate law of the State of Georgia.

	Based upon and subject to the foregoing and having regard for 
such legal considerations as we have deemed relevant, it is our opinion 
that:

     1.	   The Shares have been duly authorized; and
 
     2.	   Upon the issuance and delivery of the Shares payment 
           therefor as provided in the Plan and as contemplated by 
           the Registration Statement, such Shares will be legally 
           and validly issued, fully paid and non-assessable.

	We hereby consent to the filing of this opinion as Exhibit 5 to the 
Registration Statement.

                               						Very truly yours,


                      					 POWELL, GOLDSTEIN, FRAZER & MURPHY





	EXHIBIT 23(b) 



The Board of Directors 
First Georgia Holding, Inc.:


We consent to incorporation by reference in the registration statement 
on Form S-8 of First Georgia Holding, Inc. Employee Stock Purchase 
Plan of our report dated November 4, 1994, relating to the consolidated 
balance sheets of First Georgia Holding, Inc. and subsidiary as of 
September 30, 1994, and 1993, and the related consolidated statements 
of operations, stockholders' equity, and cash flows for each of the years 
in the three-year period ended September 30, 1994, which report 
appears in the September 30, 1994 annual report on Form 10-K of First 
Georgia Holding, Inc.



KPMG PEAT MARWICK LLP
Atlanta, Georgia
August 28, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 76887}]
{"company-data": {"conformed-name": "FIRST GEORGIA HOLDING INC", "cik": "0000826491", "assigned-sic": "6022", "irs-number": "581781773", "state-of-incorporation": "GA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62245", "film-number": "95569195"}, "business-address": {"street1": "1703 GLOUCESTER ST", "city": "BRUNSWICK", "state": "GA", "zip": "31521", "phone": "9122677283"}, "mail-address": {"street1": "1703 GLOUCHESTER", "city": "BRUNSWICK", "state": "GA", "zip": "31520"}, "former-company": {"former-conformed-name": "FIRST GEORGIA HOLDING CO", "date-changed": "19940803"}}
As filed with the Securities and Exchange Commission on August 30, 1995
                                            	Registration No. 33-_____________

                 	SECURITIES AND EXCHANGE COMMISSION
                      	WASHINGTON, D.C. 20549
	                                       
                             	FORM S-8

                 	REGISTRATION STATEMENT UNDER
                  	THE SECURITIES ACT OF 1933

                 	FIRST GEORGIA HOLDING, INC.	
       	(Exact name of Registrant as specified in its charter)

            Georgia                                      58-1781773	
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

         	1703 Gloucester Street, Brunswick, Georgia  31520	
        	(Address of principal executive offices and zip code)

                   	FIRST GEORGIA HOLDING, INC.
                   	EMPLOYEE STOCK PURCHASE PLAN
                     	(Full Title of the Plan)	

                        	Kathryn L. Knudson, Esq.
                    	Powell, Goldstein, Frazer & Murphy 
                   	191 Peachtree Street, N.E., 16th Floor
                       	Atlanta, Georgia 30303	
                  	(Name and address of agent for service)	

                          	(404)  572-6600	
	(Telephone number, including area code, of agent for service)
	                  CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------
                                      Proposed      Proposed
Title of                              Maximum       Maximum
Securities              Amount        Offering      Aggregate   Amount of
to be                   to be         Price         Offering    Registration
Registered              Registered    Per Share     Price       Fee
- ------------------------------------------------------------------------------
Common 	                25,000	       $8.00(2)     	$200,000(3)    $100
Stock,	                 shares(1) 	
$1.00 par value	
- ------------------------------------------------------------------------------
(1)	      Representing shares to be issued and sold by the Registrant 
upon the exercise of options granted or to be granted under the First 
Georgia Holding, Inc. 1995 Employee Stock Purchase Plan (the "Plan"). 
This Registration Statement also covers such indeterminable number of 
additional shares as may become issuable to prevent dilution in the 
event of a stock split, stock dividend, reclassification or other similar 
transaction pursuant to the terms of the Plan.
(2)	      The average of the high and low prices of the Registrant's 
Common Stock as reported by the Nasdaq National Market for August 29, 1995.
(3)	      The aggregate offering price is calculated solely for the purpose 
of determining the registration fee pursuant to Rule 457(h)(1) under the 
Securities Act of 1933, as amended.
	

                                  PART I

             	INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

	The documents containing the information specified in Part I of 
the Instructions to the Registration Statement on Form S-8 will be sent 
or given to employees of the Registrant as required by Rule 428(b)(1) 
promulgated under the Securities Act of 1933, as amended (the 
"Securities Act").

                                 	PART II

               	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.	INCORPORATION OF DOCUMENTS BY REFERENCE

   	The following documents filed with the Securities and Exchange 
Commission (the "Commission") are incorporated herein by reference:

   (1)   	The Registrant's Annual Report on Form 10-KSB for the 
fiscal year ended September 30, 1994 (File No. 0-16657);
 
	  (2)    The Registrant's Quarterly Report on Form 10-QSB for 
the quarter ended December 31, 1994 (File No. 0-16657);

  	(3)    The Registrant's Quarterly Report on Form 10-QSB for 
the quarter ended March 31, 1995 (File No. 0-16657);

  	(4)	   The Registrant's Quarterly Report on Form 10-QSB for 
the quarter ended June 30, 1995 (File No. 0-16657);

  	(5)	   The description of the Registrant's Common Stock 
contained in the Registrant's Registration Statement filed pursuant to 
Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") 
(File No. 0-16657).

	All documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the 
filing of a post-effective amendment that indicates that all securities 
offered hereby have been sold or that deregisters all such securities then 
remaining unsold, shall be deemed to be incorporated by reference in 
this Registration Statement and to be a part hereof from the date of filing 
of such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS & OFFICERS

	Section 14-2-851 of the Georgia Business Corporation Code 
provides that a corporation may indemnify its directors and officers 
against civil and criminal liabilities.  Directors and officers may be 
indemnified against expenses if they acted in good faith and in a manner 
reasonably believed to be in or not opposed to the best interest of the 
corporation, if they have not been adjudged liable on the basis of the 
improper receipt of a personal benefit and, with respect to any criminal 
action, if they had no reasonable cause to believe their conduct was 
unlawful.  A director or officer may be indemnified against expenses 
incurred in connection with a derivative suit if he or she acted in good 
faith and in a manner reasonably believed to be in or not opposed to the 
best interest of the corporation, except that no indemnification may be 
made without court approval if such person was adjudged liable for 
negligence or misconduct in the performance of his or her duty to the 
corporation.  Statutory indemnification is not exclusive of any rights 
provided by any bylaw, agreement, vote of shareholders or disinterested 
directors or otherwise.

	The Registrant's Bylaws provide that directors and officers of the 
Registrant will be indemnified by the Registrant against all actual 
expenses and liabilities reasonably incurred in connection with service 
for or on behalf of the Registrant to the extent they are successful on the 
merits of the case.  Indemnification is permitted, but not required, in all 
other cases under the circumstances set forth in the Georgia Business 
Corporation Code and described above.  A director or officer will not be 
entitled to indemnification if (i) such director or officer is adjudged guilty 
of or liable for gross negligence in the performance of his or her duties; 
(ii) such director or officer is adjudged guilty of or liable for willful 
misconduct or criminal acts in connection with the performance of his or 
her duties; or (iii) the action or suit giving rise to the director's or 
officer's liability is settled in a way not meeting the requirements set forth 
in the Registrant's Bylaws.  The Bylaws also provide that the right of 
directors and officers to indemnification is not exclusive of any other right 
now possessed or hereafter acquired under any statute, agreement or 
otherwise.

	The Registrant's Articles of Incorporation provide that directors of 
the Registrant will not be personally liable for monetary damages to the 
Registrant or its shareholders for breaches of their fiduciary duty as 
directors, except for (i) any appropriation, in violation of a director's 
duties, of any business opportunity of the Registrant; (ii) any acts or 
omissions not in good faith or which involve intentional misconduct or a 
knowing violation of law; (iii) liability arising in connection with a director 
taking the types of actions described in Section 14-2-640(c), or any 
successor section thereto, of the Official Code of Georgia Annotated 
(pertaining to illegal distributions to shareholders); or (iv) any transaction 
from which a director derives an improper material tangible personal 
benefit.  This provision applies only to claims against a director arising 
out of his or her role as a director and not in any other capacity (such as 
an officer or employee of the Registrant). 

	Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers or persons 
controlling the Registrant pursuant to the foregoing provisions, the 
Registrant has been informed that in the opinion of the Commission 
such indemnification is against public policy as expressed in the 
Securities Act and is therefore unenforceable.

ITEM 8.  EXHIBITS.

	The following exhibits are filed with or incorporated by reference 
into this Registration Statement pursuant to Item 601 of Regulation S-K:

EXHIBIT
  NO.           					DESCRIPTION

4(a)         			Articles of Incorporation of the Registrant 
                     (incorporated herein by reference to 
                     Appendix B to the Proxy Statement and 
                     Prospectus contained in the Registrant's 
                     Registration Statement on Form S-4 as 
                     filed with the Securities and Exchange 
                     Commission on December 18, 1987 
                     (Reg. No. 33-19150)).

4(b)			          Bylaws of the Registrant

5 			            Opinion of counsel with respect to the securities being
                 registered.

23(a)         			Consent of counsel (included in Exhibit 5).

23(b)	         		Consent of KPMG Peat Marwick LLP.

24            			Power of Attorney (see signature pages to this Registration
                 Statement).

ITEM 9.  UNDERTAKINGS

     	(a)	  The undersigned Registrant hereby undertakes:

          		(1)	  To file, during any period in which offers or sales 
       are being made, a post-effective amendment to this Registration 
       Statement:

			               (i)  To include any prospectus required by Section 10(a)(3) of
             the Securities Act;

               			(ii)  To reflect in the prospectus any facts or events 
             arising after the effective date of the Registration Statement 
             (or the most recent post-effective amendment thereof) which, 
             individually or in the aggregate, represent a fundamental 
             change in the information set forth in the Registration Statement;

			              (iii)  To include any material information with respect to 
             the plan of distribution not previously disclosed in the 
             Registration Statement or any material change to such 
             information in the Registration Statement;

PROVIDED, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the registration statement is on Form S-3, Form S-8 and the information 
required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the Registrant 
pursuant to Section 13 or Section 15(d) of the Exchange Act that are 
incorporated by reference in the Registration Statement.

		         (2)   That, for the purpose of determining any liability 
       under the Securities Act, each such post-effective amendment 
       shall be deemed to be a new registration statement relating to 
       the securities offered therein, and the offering of such securities   
       at that time shall be deemed to be the initial BONA FIDE offering 
       thereof.

		          (3)	To remove from registration by means of a 
       post-effective amendment any of the securities being registered 
       which remain unsold at the termination of the offering.

	      (b)	The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act, each filing 
of the Registrant's annual report pursuant to Section 13(a) or Section 
15(d) of the Exchange Act (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Exchange Act) that is incorporated by reference in the Registration 
Statement shall be deemed to be a new registration statement relating to 
the securities offered therein, and the offering of such securities at that 
time shall be deemed to be the initial bona fide offering thereof.

      	(h)	Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the foregoing provisions or 
otherwise, the Registrant has been advised that in the opinion of the 
Commission such indemnification is against public policy as expressed 
in the Securities Act and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment 
by the Registrant of expenses incurred or paid by a director, officer or 
controlling person of the Registrant in the successful defense of any 
action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
Registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Securities Act and will be governed by 
the final adjudication of such issue.

                         	SIGNATURES

       	Pursuant to the requirements of the Securities Act, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Brunswick, State of Georgia, on 
this the 30th day of August, 1995.

                                   							FIRST GEORGIA HOLDING, INC.

                                   							By: HENRY S. BISHOP
						                                      		Henry S. Bishop
							                                      	President

                         	POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints each of Henry S. Bishop and G. F. 
Coolidge, III as his true and lawful attorney-in-fact and agent, with full 
power of substitution and resubstitution, for him and in his name, place and 
stead, in any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this Registration Statement, and to file the 
same, with all exhibits thereto and other documents in connection therewith, 
with the Securities and Exchange Commission, granting unto each of said 
attorneys-in-fact and agents, full power and authority to do and perform each 
and every act and thing required or necessary to be done in and about the 
premises, as fully to all intents and purposes as he might or could do in 
person, hereby ratifying and confirming all that each of said attorneys-in-fact 
and agents, or their substitutes, could lawfully do or cause to be done by 
virtue hereof.

     	Pursuant to the requirements of the Securities Act, this 
Registration Statement has been signed below on August 30, 1995 by 
the following persons in the capacities indicated.

HENRY S. BISHOP                           President and Director (principal 
Henry S. Bishop                           executive officer)

B. W. BOWIE                               DIRECTOR
B. W. Bowie

TERRY DRIGGERS                            DIRECTOR
Terry Driggers

ROY HODNETT                               DIRECTOR
Roy Hodnett

HUBERT W. LANG, Jr.                       DIRECTOR
Hubert W. Lang, Jr.

E. RAYMOND MOCK                           DIRECTOR
E. Raymond Mock

JAMES D. MOORE                            DIRECTOR
James D. Moore

WILLIAM P. PORTMAN                        DIRECTOR
William P. Portman

D. LAMONT SHELL                           DIRECTOR
D. Lamont Shell

G. F. COOLIDGE, III				                   Senior Vice President and Chief 
G. F. Coolidge, III				                   Financial Officer (principal financial
                                          and accounting officer)

                                     	EXHIBIT INDEX

 EXHIBIT                                                                 PAGE
   NO.                          DESCRIPTION                               NO.

  4(a)              Articles of Incorporation of the Registrant 
                    (incorporated herein by reference to Appendix B 
                    to the Proxy Statement and Prospectus contained 
                    in the Registrant's Registration Statement on 
                    Form S-4 as filed with the Securities and Exchange 
                    Commission on December 18, 1987 (Reg. No. 33-19150)).

  4(b)              Bylaws of the Registrant                                9

  5                 Opinion of counsel with respect to the securities 
                    being registered.                                      10

  23(a)             Consent of counsel (included in Exhibit 5).            11

  23(b)             Consent of KPMG Peat Marwick LLP, independent 
                    accountants.                                           12

  24                Power of Attorney (see signature pages to this 
                    Registration Statement).

                                EXHIBIT 4(b)
	

	Changes from Meeting of September 19, 1994:

	BY-LAWS

	FIRST GEORGIA HOLDING, INC.

	INDEX
                                               
                                                           PAGE

ARTICLE ONE-OFFICES........................................    4

ARTICLE TWO- SHAREHOLDERS' MEETING.........................    4

     2.1  Annual Meeting...................................    4

     2.2  Special Meetings.................................    4

     2.3  Place............................................    4

     2.4  Notice...........................................    4

     2.5  Quorum...........................................    5

     2.6  Proxies; Required Vote...........................    5

     2.7  Presiding Officer and Secretary..................    5

     2.8  Shareholder List.................................    5

     2.9  Action in Lieu of Meeting........................    5

ARTICLE THREE-DIRECTORS....................................    6

     3.1  Management.......................................    6

     3.2  Number of Directors..............................    6

     3.3  Vacancies........................................    6

     3.4  Election of Directors...........................     6

     3.5  Removal..........................................    6

     3.6  Resignation......................................    6

     3.7  Compensation.....................................    7

     3.8  Honorary and Advisory Directors..................    7

     3.9  Retirement Age of Directors......................    7

ARTICLE FOUR-COMMITTEES..................................     7

     4.1  Executive Committee.............................    8

     4.2  Other Committees................................    8

     4.3  Removal.........................................    9

ARTICLE FIVE-MEETINGS OF THE BOARD OF DIRECTORS...........    9

     5.1  Time and Place..................................    9

     5.2  Regular Meetings................................    9
     5.3  Special Meetings................................    9
     5.4  Content and Waiver of Notice....................    9

     5.5  Quorum; Participation by Telephone..............    9

     5.6  Action in Lieu of Meeting.......................    10

     5.7  Interested Directors and Officers...............    10

ARTICLE SIX-OFFICERS, AGENTS, AND EMPLOYEES...............    10

     6.1  General Provisions..............................    10

     6.2  Powers and Duties of the Chairman of the
          Board and the President.........................    11 
     6.3  Powers and Duties of Vice Presidents............    12

     6.4  Powers and Duties of the Secretary..............    12

     6.5  Powers and Duties of the Treasurer..............    12

     6.6  Appointment, Powers and Duties of
          Assistant Secretaries...........................    12

     6.7  Appointment, Powers and Duties of 
          Assistant Treasurers............................    13

     6.8  Delegation of Duties............................    13

ARTICLE SEVEN-CAPITAL STOCK...............................    13

     7.1  Certificates....................................    13

     7.2  Shareholder List................................    14
                        
     7.3  Transfer of Shares.............................     14

     7.4  Record of Dates................................     14 
     7.5  Registered Owner...............................     15

     7.6  Transfer Agent and Registrars..................     15

     7.7  Lost Certificates..............................     15

     7.8  Fractional Shares or Scrip.....................     15

ARTICLE EIGHT-BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS.     16

     8.1  Inspections of Books and Records................    16

     8.2  Seal............................................    17

     8.3  Annual Statements...............................    17

ARTICLE NINE-IDENTIFICATION...............................    17

     9.1  Permissive Indemnification......................    17
     9.2  Permissive Indemnification-Derivative Actions...  18
     9.3  Mandatory Indemnification.......................  18
     9.4  Standard of Conduct.............................  18
     9.5  Expenses Advanced...............................  18
     9.6  Indemnification Not Exclusive...................  19
     9.7  Insurance.......................................  19
     9.8  Shareholder Notification........................  19
     9.9  Survival of Indemnification.....................  20
     
ARTICLE TEN-NOTICES; WAIVERS OF NOTICE....................  20

    10.1  Notices.........................................  20

    10.2  Waivers of Notice...............................  20

ARTICLE ELEVEN-EMERGENCY POWERS...........................  20

    11.1  Bylaws..........................................  20

    11.2  Lines of Succession.............................  21

    11.3  Head Office.....................................  21

    11.4  Period of Effectiveness.........................  21

    11.5  Notices.........................................  21

    11.6  Officers as Directors Pro Tempore...............  21

    11.7  Liability of Officers, Directors and Agents.....  21

ARTICLE TWELVE-CHECKS, NOTES, DRAFTS, ETC.................. 21

ARTICLE THIRTEEN-AMENDMENTS................................ 22
    

                                   BY LAWS
	                                    OF
                       	FIRST GEORGIA HOLDING, INC.

	ARTICLE ONE

	OFFICES

     The corporation shall at all times maintain its principal office in 
Brunswick, Georgia, its registered office in the State of Georgia and its 
registered agent at that address, but it may have other offices within or 
outside the State of Georgia as the Board of Directors may determine.

	ARTICLE TWO
	SHAREHOLDERS' MEETINGS
     2.1  Annual Meeting.  A meeting of shareholders of the corporation 
shall be held annually, within six (6) months after the end of each fiscal 
year of the corporation.  The annual meeting shall be held at such time 
and place and on such date as the Directors shall determine from time 
to time and as shall be specified in the notice of the meeting. 

     2.2  Special Meetings.  Special meetings of the shareholders may be 
called at any time by the corporation's Board of Directors, its President, 
and by the corporation upon the written request of any three or more 
shareholders, owning an aggregate of not less than twenty-five percent 
of the outstanding capital stock of the corporation.  Special meetings 
shall be held at such a time and place and on such date as shall be 
specified in the notice of the meeting.

     2.3  Place.  Annual or special meetings  of shareholders may be held 
within or without the State of Georgia.

     2.4  Notice.  Notice of annual or special shareholders meetings  
stating the place,day, and hour of the meeting shall be given in writing 
not less than ten (10) nor more than fifty (50) days before the date of the 
meeting, either mailed to the last known address or personally given to 
each shareholder.  Notice of any special meeting of shareholders shall 
state the purpose or purposes for which the meeting is called.  The 
notice of any meeting at which amendments to or restatements of the 
articles of incorporation, merger or consolidation of the corporation, or 
the disposition of corporate assets requiring shareholder approval are to 
be considered shall state such purpose, and shall further comply with all 
requirements of law.  Notice of a meeting may be waived by an 
instrument in writing executed before or after the meeting.  The waiver 
need not specify the purpose of the meeting

	4
or the business transacted, unless one of the purposes of the  meeting 
concerns a plan or merger or consolidation, in which event the waiver 
shall comply with the further requirements of law concerning such 
waivers.  Attendance at such meeting in person or by proxy shall 
constitute a waiver of notice thereof.

     2.5  Quorum.  At all meetings of shareholders a majority of the 
outstanding shares of stock shall constitute a quorum for the transaction 
of business, and no resolution or business shall be transacted without 
the favorable vote of the holders of a majority of the shares represented 
at the meeting and entitled to vote.  A lesser number may adjourn from 
day to day, and shall announce the time and place to which the meeting 
is adjourned.

    2.6  PROXIES; REQUIRED VOTE.  At every meeting of the 
shareholders, including meetings of shareholders for the election of 
Directors, any shareholder having the right to vote shall be entitled to 
vote in person or by proxy, but no proxy shall be voted after eleven 
months from its date, unless said proxy provides for a longer period.  
Each shareholder shall have one vote for each share of stock having 
voting power, registered in his name on the books of the corporation.  If 
a quorum is present, the affirmative vote of the majority of the shares 
represented at the meeting and entitled to vote on the subject matter 
shall be the act of the shareholders, except as otherwise provided by 
law, by the Articles of Incorporation or by these By-laws.

   2.7  Presiding Officer and Secretary.  At every meeting of 
shareholders, the Chairman or the President , or, if such officers shall 
not be present, then the person appointed by one of them shall preside.  
The Secretary or an Assistant Secretary, or if such officers shall not be 
present, the appointee of the  presiding officer of the meeting, shall act 
as secretary of the meeting.

   2.8  Shareholder List.  The officer or agent having charge of the stock 
transfer books of the corporation shall produce for inspection of any 
shareholder at, and continuously during, every meeting of the 
shareholders, a complete alphabetical list of shareholders showing the 
address and share holdings of each shareholder.  If the record of 
shareholders readily shows such information, it may be produced in lieu 
of such a list.

   2.9  Action in Lieu of Meeting.  Any action to be taken at a meeting of 
the shareholders of the corporation, or any action that may be taken at a 
meeting of the shareholders, may be taken without a meeting if a 
consent in writing setting forth the action so taken shall be signed by all 
of the shareholders entitled to vote with respect to the subject matter 
thereof and upon compliance with any further requirements of law 
pertaining to such consents.

	
	ARTICLE THREE
	DIRECTORS

   3.1  Management.  Subject to these By-laws, or any lawful agreement 
between the shareholders, the full and entire management of the affairs 
and business of the corporation shall be vested in the Board of 
Directors, which shall have and may exercise all of the powers that may 
be exercised or performed by the corporation. 

   3.2  Number of Directors.  The Board of Directors shall consist of no 
fewer than seven and no more than fifteen members.

   3.3  Vacancies.  The Directors may fill the place of any Director which 
may become vacant prior to the expiration of such
 Director's term, such appointment by the Directors to continue until the 
expiration of the term of the Director whose place has become vacant.  

   3.4  Election of Directors.  The Board of Directors, when it consists of 
nine or more members, shall be divided into three (3) classes, Class I, 
Class II, and Class III, which shall be as nearly equal in number as 
possible.  Each Director in Class I shall be elected to an initial term of 
one (1) year, each Director in Class II shall be elected to an initial term 
of two (2) years and each Director in Class III shall be elected to an 
initial term of three (3) years, and each Director shall serve until the 
election and qualification of his successor or until his or her earlier 
resignation, death, or removal from office.  Upon the expiration of the 
initial terms of office for each Class of  Directors, the Directors of each 
Class shall be elected for terms of three (3) years, to serve until the 
election and qualification of their successors or until their earlier 
resignation, death, or removal from office.

   3.5  Removal.  Any Director may be removed from office, at a meeting 
with respect to which notice of such purpose is given (a) without cause, 
only upon the affirmative vote of the holders of at least two-thirds of the 
issued and outstanding shares of the corporation, and (b) with cause, 
only upon the affirmative vote of the holders of a majority of the issued 
and outstanding shares of the corporation.

   3.6  Resignation.  Any Director may resign at any time either orally at 
any meeting of the Board of Directors or by so advising the Chairman of 
the Board or the President or by giving written notice  to the corporation. 
 A Director who resigns may postpone the effectiveness of his or her 
resignation to a future date or upon the occurrence of a future event 
specified in a written tender of resignation.  If no time of effectiveness is 
specified therein,  a resignation shall be effective upon tender.

 
A vacancy shall be deemed to exist at the time a resignation is 
tendered, and the Board of Directors or the shareholders may, then or 
thereafter, elect a successor to take office when the resignation by its 
terms becomes effective. 

   3.7  Compensation.  Directors may be allowed such compensation for 
their services as Directors as may from time to time be fixed by vote of 
the Board of Directors.

   3.8 Honorary and Advisory Directors.  When a Director of the 
corporation retires under the retirement policies of the corporation as 
established from time to time by the board of Directors, such Director 
automatically shall become an Honorary Director of the corporation 
following his retirement.  The Board of Directors of the corporation 
following  also may appoint any individual an Honorary Director, Director 
Emeritus, or member of any advisory board established by the Board of 
Directors.  Any individual automatically becoming an Honorary Director 
or appointed an Honorary Director, Director Emeritus, or member of an 
advisory board as provided in Section 3.7, but such individual may not 
vote at any meeting of the Board of Directors or be counted in 
determining a quorum as provided in Section 5.5 and shall not have any 
responsibility or be subject to any liability imposed upon a Director, or 
otherwise be deemed a Director.

    3.9 Retirement Age of Directors.  No person 75 years of age or above 
shall be eligible for election, reelection, appointment or reappointment to 
the Board of the Corporation. No Director shall serve as such beyond the 
annual meeting of the Corporation immediately following the Director 
becoming aged 75, except that a Director serving on the date these 
Bylaws are amended may complete the term as a Director. Such person 
having reached the age of 75 shall automatically become a Director 
Emeritus. A Director of the Corporation may opt to retire at age 70, and 
shall automatically become a Director Emeritus. 

	ARTICLE FOUR
	COMMITTEES

    4.1 Executive Committee.  (a) The Board of Directors may, by 
resolution adopted by a majority of the entire Board, designate an 
Executive Committee consisting of two or more Directors.  Each 
Executive Committee shall hold office until the first meeting of the Board 
of Directors after the annual meeting of shareholders and until the 
member's successor is elected and qualified, or until the member's 
death, resignation or removal, or until the member shall cease to be a 
director.

    (b) During the intervals between the meetings of the Board of 
Directors, the Executive Committee may exercise all the authority of the 
Board of Directors; provided, however, that the Executive Committee 
shall not have the power to amend or repeal any resolution of the Board 
of Directors that by its terms shall not be subject to amendment or 
repeal by the Executive Committee, and the Executive Committee shall 
not have the authority of the Board of Directors in reference to (i) the 
amendment of the Articles of Incorporation or By-laws of the 
corporation; (ii) the adoption of a plan of merger or consolidation; (iii) the 
sale, lease, 
exchange or other disposition of all or substantially all the property and 
assets of the corporation; or (iv) a voluntary
dissolution of the corporation of the revocation of any such voluntary 
dissolution.

    (c) The Executive Committee shall meet from time to time on call of 
the Chairman of the Board or the President or of any two or more 
members of the Executive Committee.  Meetings of the Executive 
Committee may be held at such place or places, within or without the 
State of Georgia, as the Executive Committee shall determine or as 
may be specified or fixed in the respective notices or waivers of such 
meetings.  The Executive Committee may fix its own rules of procedure, 
including provision for notice of its meetings.  It shall keep a record of its 
proceedings and shall report these proceedings to the Board of Directors 
at the meeting thereof held next after they have been taken, and all such 
proceedings shall be subject to revision or alteration by the Board of 
Directors except to the extent that action shall have been taken pursuant 
to or in reliance upon such proceedings prior to any such revision or 
alteration.

    (d) The Executive Committee shall act by majority vote of its 
members; provided, however, that contracts or transactions of and by 
the corporation in which officers or Directors of the corporation are 
interested shall require the affirmative vote of a majority of the 
disinterested members of the Executive Committee at a meeting of the 
Executive Committee at which the material facts as to the interest and 
as to the contract or transaction are disclosed or known to the members 
of the Executive Committee prior to the vote.

   (e) Members of the Executive Committee may participate in 
committee proceedings by means of conference telephone or similar 
communications equipment by means of which all persons participating 
in the proceedings can hear each other, and such participation shall 
constitute presence in person at such proceedings.

   (f) The Board of Directors, by resolution adopted in accordance with 
paragraph (a) of this section, may designate one or more Directors as 
alternate members of the Executive Committee who may act in the 
place and stead of any absent member or members at any meeting of 
said committee.

   4.2 Other Committees.  The Board of Directors, by resolution adopted 
by a majority of the entire Board, may designate one or more of the 
Directors of the corporation, which shall have such name or names and 
shall have and may exercise such powers of the Board of Directors, 
except the powers denied to the Executive Committee, as may be 
determined from time to time by the Board of Directors.  Such 
committees shall provide for their own rules of procedure, subject to the 
same restrictions thereon as provided above for the Executive 
Committee.

    4.3 Removal.  The Board of Directors shall have power at any time to 
remove any member of any committee, with or without cause, and to fill 
vacancies in and to dissolve any such committee.

	ARTICLE FIVE
	MEETINGS OF THE BOARD OF DIRECTORS

    5.1 Time and place.  Meetings of the Board of Directors may be held 
at any place either within or without the State of Georgia.  Each newly 
elected Board of Directors shall meet immediately following the close of 
the annual meeting of shareholders and at the place thereof, or such 
newly elected Board of Directors may hold such meeting at such place 
and time as shall be fixed by the consent in writing of all the Directors.  
In any such case, no notice of such meeting to the newly elected 
Directors shall be necessary in order legally to constitute the meeting.

   5.2 Regular Meetings.  Regular meetings of the Board of Directors 
may be held without notice at such time and place, within or without the 
State of Georgia, as shall be determined by the Board of Directors from 
time to time.

   5.3 Special Meetings. Special meetings of the Board of Directors may 
be called by the Chairman of the Board or the President on not less than 
three days' notice by mail, telegram, cablegram, personal delivery or 
telephone to each Director and shall be called by the Chairman of the 
Board or the President in like manner and on like notice on the written 
request of any two or more Directors.  Any such special meeting shall be 
held at such time and place, within or without the State of Georgia, as 
shall be stated in the notice of the meeting.

   5.4 Content and waiver of notice.  No notice of any meeting of the 
Board of Directors need state the purposes thereof.  Notice of any 
meeting may be waived by an instrument in writing executed before or 
after the meeting.  Attendance in persons at any such meeting shall 
constitute a waiver of notice thereof.

   5.5 Quorum; Participation by Telephone.  At all meetings of the Board 
of Directors, the presence of a majority of the authorized number of 
Directors shall be necessary and sufficient to constitute a quorum for the 
transaction of business.  Directors may participate in any meeting by 
means of conference telephone or similar communications equipment 
by means of which all persons participating in the meeting can hear 
each other, and participation in a meeting by means of such 
communications 
equipment shall constitute the presence in person at such meeting.  
Except as may be otherwise specifically provided by law, the Articles of 
Incorporation or these By-laws, all resolutions adopted and all business 
transacted by the Board of Directors shall require the affirmative vote of 
a majority of the Directors present at the meeting. In the absence of a 
quorum, a majority of the Directors present at any meeting may adjourn 
the meeting at which the adjournment is taken.

    5.6 Action in Lieu of Meeting.  Any action required or permitted to be 
taken at any meeting of the Board of Directors or of any committee 
thereto is signed by all members of the Board of Directors or of such 
committee, as the case may be, and such written consent is filed with 
the minutes of the proceedings of the Board of Directors and upon 
compliance with any further requirements of law pertaining to such 
consents.

    5.7 Interested Directors and Officers. An interested Director or officer 
is one who is a party to a contract or transaction with the corporation or 
who is an officer or Director of, or has a financial interest in, another 
corporation, partnership or association which is a party to a contract or 
transaction with the corporation.  Contracts and transactions between the 
corporation and one or more interested Directors of officers shall not be 
void or voidable solely because of the involvement or vote of such 
interested persons as long as (a) the contract or transaction is approved 
in good faith by the Board of Directors or appropriate committee, by the 
affirmative votes of majority of disinterested  Directors, even if the 
disinterested Directors be less than a quorum, at a meeting of the Board 
or committee at which the material facts as to the interested person or 
persons and the contract or transaction has been disclosed to them; or 
(c) the contract or transaction is fair as to the corporation as of the time 
it is authorized, approved or ratified by the Board, committee, or 
shareholders.  Interested Directors may be counted in determining the 
presence of a quorum at a meeting of the Board or committee which 
authorizes the contract or transaction.

	ARTICLE SIX
	OFFICERS, AGENTS, AND EMPLOYEES

    6.1 General Provisions. The Officers of the corporation shall be a 
President, a Secretary, and a Treasurer, and may include a Chairman of 
the Board, one or more Vice Presidents, one or more Assistant 
Secretaries, and one or more Assistant Treasurers.  The officers shall be 
elected by the Board of Directors at the first meeting of the shareholders 
in each year or shall be appointed
as provided in these By-laws.  The Board of Directors may elect other 
officers, agents, and employees, who shall have such authority and 
perform such duties as may be prescribed by the Board of Directors.  All 
officers shall hold office until the meeting of the Board of Directors 
following the next annual  meeting of the shareholders after their 
election or appointment and until their successors shall have been 
elected or appointed and shall have qualified.  Any two or more offices 
may be held by the same person, except the offices of President and 
Secretary.  Any officer, agent or employee of the corporation may be 
removed by the Board of Directors with or without cause.  Removal 
without  cause shall be without prejudice to such person's contract rights, 
if any, but the election or appointment of any person as an officer, agent 
or employee of the corporation shall not of itself create contract rights.  
The compensation of officers,agents, and employees elected by the 
Board of Directors shall be fixed by the Board of Directors or by a 
committee thereof, and this power may also be delated to any officer, 
agent or employee as to persons under his direction or control
The Board of Directors may require any officer, agent, or employee to 
give  security for the faithful performance of his duties. 

   6.2 Powers and Duties of the Chairman of the Board and the 
President.  The powers and duties of the Chairman of the Board and the 
President, subject to the supervision and control of the Board of 
Directors, shall be those usually appertaining to their respective offices 
and whatever other powers and duties are prescribed by these By-laws 
or by the Board of Directors.

   (a) The Chairman of the Board shall, in the absence of the President, 
preside at all meetings of the Board of Directors and at all meetings of 
the shareholders.

   (b) The President shall, unless otherwise provided by the Board of 
Directors, be the chief executive officer of the corporation.  The 
President shall preside at all meetings of the Board of Directors and at 
all meetings of the shareholders.  The President shall have general 
charge of the business and affairs of the corporation and shall keep the 
Board of Directors fully advised.  He or she shall employ and discharge 
employees and agents of the corporation, except such as shall be 
elected by the Board of Directors, and he may delegate these powers.  
He or she shall have such powers and perform such duties as generally 
pertain to the office of the President, as well as such further powers and 
duties as may be prescribed by the Board of Directors.  The President 
may vote the shares or other securities of any other domestic or foreign 
corporation of any type or kind which may at any time be owned by the 
corporation, may execute 
any shareholders' or other consents in respect thereof and may in his or 
her discretion delegate such powers by executing proxies, or otherwise, 
on behalf of the corporation.  The Board of Directors by resolution from 
time to time, may confer like powers upon any other person or persons.

   6.3 Powers and Duties of Vice Presidents. Each Vice President shall 
have such powers and perform such duties as the Board of Directors or 
the President may prescribe and shall perform such other duties as may 
be prescribed by these By-laws.  In the absence or inability to act of the 
President, unless the Board of Directors shall otherwise provide, the 
Vice President who has served in that capacity for the longest time and 
who shall be present and able to act, shall perform all duties and may 
exercise any of the powers of the President.  The performance of any 
such duty by a Vice President shall be conclusive evidence of his or her 
power to act.

   6.4 Powers and Duties of the Secretary.  The secretary shall have 
charge of the minutes of all proceedings of the shareholders and of the 
Board of Directors and shall keep the minutes of all their meetings at 
which he or she is present. Except as otherwise provided by these By-
laws, the secretary shall attend to the giving of all notices to 
shareholders and Directors.  He or she shall have charge of the seal of 
the corporation, shall attend to its use on all documents the execution of 
which on behalf of the corporation under its seal is duly authorized and 
shall attest the same by his or her signature whenever required.  The 
Secretary shall have charge of the record of shareholders of the 
corporation, of all written requests by shareholders that notices be 
mailed to them at an address other than their addresses on the record of 
shareholders, and of such other books and papers as the Board of 
Directors may direct.  Subject to the control of the Board of Directors, 
the Secretary shall have all such powers and duties as generally are 
incident to the position of Secretary or as may be assigned to the 
Secretary by the President or the Board of Directors.

   6.5 Powers and Duties of the Treasurer. The Treasurer shall have 
charge of all funds and securities of the corporation, shall endorse the 
same for deposit or collection when necessary and deposit the same to 
the credit of the corporation in such banks or depositaries as the Board 
of Directors may authorize.  The Treasurer may endorse all commercial 
documents requiring endorsements for or on behalf of the corporation 
and may sign all receipts and all commercial documents requiring 
endorsements for or on behalf of the corporation and may sign all 
receipts and vouchers for payment made to the corporation.  The 
Treasurer shall have all such powers and duties as generally are incident 
to the position of Treasurer or as may be assigned to the Treasurer by 
the President or by the Board of Directors.

    6.6 Appointment, Powers, and Duties of assistant 
Secretaries.  Assistant Secretaries may be appointed by the President or 
elected by the Board of Directors.  In the absence or inability of the 
Secretary to act, any Assistant Secretary may perform all the duties and 
exercise all the powers of the Secretary.  The performance of any such 
duty shall be conclusive evidence of the Assistant Secretary's power to 
act.  An Assistant Secretary shall also perform such other duties as the 
Secretary or the Board of Directors may assign to him or her.

   6.7 Appointment, Powers and Duties of Assistant Treasurers.
Assistant Treasurers may be appointed by the President or elected by 
the Board of Directors.  In the absence or inability of the Treasurer to 
act, an Assistant Treasurer may perform all the duties and exercise all 
the powers of the Treasurer.  The performance of any such duty shall be 
conclusive evidence of the Assistant Treasurer's power to act.  An 
Assistant Treasurer shall also perform such other duties as the Treasurer 
or the Board of Directors may assign to him or her. 

   6.8 Delegation of Duties. In case of the absence of any officer of the 
corporation, or for any other reason that the Board of Directors may 
deem sufficient, the Board of Directors(or in the case of Assistant 
Secretaries or Assistant Treasurers only, the President) may confer for 
the time being the powers and duties, or any of them, of such officer 
upon any other officer provided that the powers and duties of the 
President may not be conferred upon the Secretary, and vice versa), or 
elect or appoint any new officer to fill a vacancy created by death, 
resignation, retirement, or termination of any officer.  In such
latter event such new officer shall serve until the next annual  election of 
officers.

	ARTICLE SEVEN
	CAPITAL STOCK

   7.1 Certificates. (a) The interest of each shareholder shall be 
evidenced by a certificate or certificates representing shares of the 
corporation which shall be in such form as the Board of Directors may 
from time to time adopt and shall be numbered and shall be entered in 
the books of the corporation as they are issued.  Each certificate 
representing shares shall set forth upon the face thereof the following:

        (i) the name of this corporation;

       (ii) that the corporation is organized under the laws of the State of 
Georgia;

     (iii)  the name or names of the person or persons to whom the 
certificate is issued;

     (iv)   the number and class of shares, and the designation of the 
series, if any, which the certificate represents;

     (v)    the par value of each share represented by such certificate, or a 
statement that the shares are without par value; and 

     (vi)  if any shares represented by the certificate are nonvoting shares, 
a statement or notation to that effect; and, if the shares represented by 
the certificate are subordinate to shares of any other class or series with 
respect to dividends or amounts payable on liquidation, the certificate 
shall further set forth on either the face or back thereof a clear and 
concise statement to that effect.

     (b)  Each certificate shall be signed by the President or a Vice 
President and the Secretary or an Assistant Secretary and may be 
sealed with the seal of the corporation or a facsimile thereof.  If a 
certificate is countersigned by a transfer agent or registered by a 
registrar, other than the corporation itself or an employee of the 
corporation, the signature of any such officer of the corporation may be 
a facsimile.  In case any officer or officers who shall have signed, or 
whose facsimile signature or signatures shall have been used on, any 
such certificate or certificates shall cease to be such officer or officers of 
the corporation, whether because of death, resignation or otherwise, 
before such certificate or certificates shall have been delivered by the 
corporation, such certificate or certificates may nevertheless be 
delivered as though the person or persons who signed such certificate or 
certificates or whose facsimile signatures shall have been used thereon 
had not ceased to be such officer or officers.

    7.2 Shareholder List.  The corporation shall keep or cause to be kept 
a record of the shareholders of the corporation which readily shows, in 
alphabetical order or by alphabetical index, and by classes or series of 
stock, if any, the names of the shareholders entitled to vote, with the 
address of and the number  of shares held by each.  Said record shall be 
presented and kept open at all meetings of the shareholders.

    7.3 Transfer of Shares.  Transfers of stock shall be made on the 
books of the corporation only by the person named in the 
certificate, or by power of attorney lawfully constituted in writing, and 
upon surrender of the certificate, or in the case of a certificate alleged to 
have been lost, stolen or destroyed upon compliance with the provisions 
of Section 7.7 of these By-laws.

    7.4 Record Dates.  (a) For the purpose of determining shareholders 
entitled to notice of or to vote at any meeting of 
shareholders or any adjournment thereof, or entitled to receive payment 
of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may 
provide that the stock transfer books shall be closed for a stated period 
but not to exceed fifty days.  If the stock transfer books shall be closed 
for the purpose of determining shareholders entitled to notice of or to 
vote at a meeting of shareholders, such books shall be closed for a least 
ten days immediately preceding such meeting. 

     (b) In lieu of closing the stock transfer books, the Board of Directors 
may fix in advance a date as the record date for any such determination 
of shareholders, such date to be not more than fifty days and, in case of 
a meeting of shareholders, not less than ten days, prior to the date on 
which the particular action requiring such determination of shareholders 
is to be taken.

     7.5 Registered Owner.  The corporation shall be entitled to treat the 
holder of record of any share of stock of the corporation as the person 
entitled to vote such share, to receive any dividend or other distribution 
with respect to such share, and for all other purposes and accordingly 
shall not be bound to recognize any equitable or other claim or interest 
in such share on the part of any other person, whether or not it shall 
have express or other notice thereof, except as otherwise provided by 
law.

     7.6 Transfer Agent and Registrars.  The Board of directors may 
appoint one or more transfer agents and one or more registrars and may 
require each stock certificate to bear the signature or signatures of a 
transfer agent or a registrar or both. 

     7.7 Lost Certificates.  Any person claiming a certificate of stock to be 
lost, stolen, or destroyed shall make an affidavit or affirmation of the fact 
in such manner as the Board of Directors may require and, if the 
Directors so require, shall give the corporation a bond of indemnity in 
form and amount and with one or more sureties satisfactory to the Board 
of Directors,whereupon an appropriate new certificate may be used in 
lieu of the certificate alleged to have been lost, stolen or destroyed.

    7.8 Fractional Shares or Scrip.  The corporation may, when and if 
authorized so to do by its Board of Directors, issue certificates for 
fractional shares or scrip in order to effect share transfers, share 
distributions or reclassifications, mergers, consolidations, or 
reorganizations, mergers, consolidations or reorganizations.  Holders of 
fractional shares shall be entitled, in proportion to their fractional 
holdings, to exercise voting rights, receive dividends and participate in 
any
of the assets of the corporation in the event of liquidation.  Holders of 
scrip shall not, unless expressly authorized by the Board of Directors, be 
entitled to exercise any right of a shareholder of the corporation, 
including voting rights, dividend rights or the right to participate in any 
assets of the corporation in the event of liquidation.  In lieu of issuing 
fractional shares or scrip, the corporation may pay in cash the fair value 
of fractional interests as determined by the Board of Directors; and the 
Board of Directors may adopt resolutions regarding rights with respect to 
fractional shares or scrip as it may deem appropriate, including without 
limitation the right for persons entitled to receive fractional shares to sell 
such fractional shares or purchase such additional fractional shares as 
may be needed to acquire one full share, or sell such fractional shares 
or scrip for the account of such persons.

	ARTICLE EIGHT
	BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS

    8.1 Inspection of Books and Records.  (a) Any person who shall have 
been a shareholder of record for at least six months immediately 
preceding his demand or who shall be the holder of record of, or 
authorized in writing by the holders of record of, at least five (5%) 
percent of the outstanding shares of any class or series of the 
corporation, upon written demand stating the purpose thereof, shall have 
the right to examine in person or by agent or attorney, at any reasonable 
time or times, for any proper purpose, the books and records of account, 
minutes and  record of shareholders and to make extracts therefrom.

    (b) Any inspection authorized above may be denied to shareholder or 
other person upon his refusal to furnish an affidavit that such inspection 
is for a proper purpose and is not desired for a purpose which is in the 
interest of a business or object other then the business of the 
corporation, that he has not within the five years preceding the date of 
the affidavit sold or offered for sale, and does not now intend to sell or 
offer for sale, any list of shareholders of the corporation or any other 
corporation and that he has not within said five-year period aided or 
abetted any other person to procure any list of shareholders for that 
purpose.  The initiation of a tender offer or other offer to purchase 
shares shall not be deemed a proper purpose hereunder.

    (c) If the Secretary or a majority of the corporation's Board of 
Directors or Executive Committee members find that the request is 
proper, the Secretary shall notify the shareholder within thirty days after 
receipt of said request of the time, which shall not be more than thirty 
days after such notification, and place at which the inspection may be 
conducted.
 
     (d) If said request is found by the secretary, the Board of Directors or 
the Executive Committee to be improper, the Secretary shall so notify 
the requesting shareholder within thirty days after receipt of the request. 
 The Secretary shall specify in said notice the basis for the rejection of 
the shareholder's request. 

    (e) The Secretary, the Board of Directors, and the Executive 
Committee shall at all times be entitled to rely on the corporate records 
in making any determination hereunder.

    8.2 Seal. The corporate seal shall be in such form as the Board of 
Directors may from time to time determine.  In the event it is 
inconvenient to use such a seal at any time, the signature of the 
corporation followed by the word "Seal" enclosed in parentheses or scroll 
shall be deemed the seal of the corporation.  
    
    8.3 Annual Statements. Not later then four months after  the close of 
each fiscal year, and in any case prior to the next annual meeting of 
shareholders, the corporation shall prepare:              
        (a) A balance sheet showing in reasonable detail the financial 
condition of the corporation as of the close of its fiscal year, and 

        (b) A profit and loss statement showing the results of its operations 
during its fiscal year.  Upon written request, the corporation promptly 
shall mail any shareholder of record a copy of its most recent balance 
sheet and profit and loss statement.

	ARTICLE NINE
                         INDEMNIFICATION

    9.1 Permissive indemnification- Non-derivative Actions.
Under the circumstances prescribed in Sections 9.3 and 9.4, the 
corporation shall indemnify and hold harmless any persons who was or 
is a party or is threatened to be made a party to any threatened, pending 
or completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative (other than an action by or in the right of 
the corporation) by reason of the fact that the person is or was a director, 
officer, employee, or agent of the corporation or is or was serving at the 
request of the corporation as a director, officer, employee, or agent of 
another corporation, partnership, joint venture, trust or other enterprise, 
against expenses (including attorneys' fees), judgments, fines, and 
amounts paid in settlement actually and reasonably incurred by the 
person in connection with such action, suit, or proceeding if the person 
acted in a manner he or she reasonably believed to be in or not opposed 
to the best 
interests of the corporation, and with respect to any criminal action or 
proceeding, had no reasonable cause to believe his or her conduct was 
unlawful.  The  termination of any action, suit or proceeding by 
judgment, order, settlement, conviction, or upon a plea of nolo 
contendere or its equivalent, shall not, of itself create a presumption that 
(a) the person did not act in a manner which he or she reasonably 
believed to be in or not opposed to the best interests of the corporation, 
and with respect to any criminal action or proceeding, (b) that the person 
had reasonable cause to believe that his or her conduct was unlawful.

    9.2 Permissive Indemnification-Derivative Actions.  Under the 
circumstances prescribed in Sections 9.3 and 9.4, the corporation shall 
indemnify and hold harmless any person who was or is a party or is 
threatened to be made a party to any threatened, pending or completed 
action or suit by or in the right of the corporation to procure a judgment 
in its favor by reason of the fact that the person is or was a director, 
officer, employee, or agent of the corporation or is or was serving at the 
request of the corporation as a director, officer, employee, or agent of 
another corporation, partnership, joint venture, trust or other enterprise, 
against expenses (including attorneys' fees) actually and reasonably 
incurred by the person in connection with the defense or settlement of 
such action or suit if the person acted in good faith and in a manner he 
or she reasonably believed to be in or not opposed to the best interests 
of the corporation except that no indemnification shall be made in 
respect of any claim, issue or matter as to which such person shall have 
been adjudged to be liable to the corporation, unless and only to the 
extent that the court in which action or suit was brought shall determine 
upon application that, despite the adjudication of liability but in view of 
all the circumstances of the case, such person is fairly and reasonably 
entitled to indemnity for such expenses which the court shall deem 
proper.  

    9.3 Mandatory indemnification.  To the extent that a director, officer, 
employee, or agent of the corporation has been successful on the merits 
or otherwise in defense of any action, suit, or proceeding referred to in 
Sections 9.1 and 9.2, or in defense of any claim, issue or matter therein, 
such person shall be indemnified against expenses (including attorneys' 
fees) actually and reasonably incurred by him or her in connection 
therewith.

    9.4 Standard of Conduct. Except as provided in Section 9.3 and 
except as may be ordered by a court, any indemnification under 
Sections 9.1 and 9.2 shall be made by the corporation only as 
authorized in the specific case upon a determination that indemnification 
of the director, officer, employee, or agent is proper in the circumstances 
because such person has met the applicable standard of conduct set 
forth in Sections 9.1 and 9.2.
Such a determination shall be made (a) by the Board of Directors by a 
majority vote of a quorum consisting of directors who were not parties to 
such action, suit or proceeding, or (b) if such a quorum is not obtainable, 
or, even if obtainable, if a quorum of disinterested directors so directs, 
by the firm of independent legal counsel then employed by the 
corporation, in a written opinion, or (c) by the affirmative vote of a 
majority of the shares entitled to vote thereon.  

    9.5 Expenses Advanced. Expenses incurred in defending a civil or 
criminal action, suit or proceeding shall be paid by the corporation in 
advance of the final deposition of such action, suit or proceeding upon 
receipt of an undertaking by or on behalf of the director, officer, 
employee, or agent to repay such amount if it shall ultimately be 
determined that he is not entitled to be indemnified by the corporation as 
authorized in this Article Nine.

    9.6 Indemnification Not Exclusive. The indemnification and 
advancement of expenses provided by or granted pursuant to this Article 
Nine shall not be deemed exclusive of any other rights, in respect of 
indemnification or otherwise, to which those seeking indemnification or 
advancement of expenses may be entitled under any by-law, resolution, 
or agreement either specifically or in general terms approved by the 
affirmative vote of the holders of a majority of the shares entitled to vote 
thereon taken at a meeting the notice of which specified that such by-
law, resolution or agreement would be placed before the stockholders, 
both as to action by a director, officer, employee or agent in his or her 
official capacity and as to action in another capacity while holding such 
office or position; except that no such other rights, in respect to 
indemnification or otherwise, may be provided or granted to a director, 
officer, employee, or agent pursuant to this Section 9.6 by the  
corporation for liability for (a) any appropriation, in violation of his duties 
of any business opportunity of the corporation; (b) acts or omissions not 
in good faith or which involve intentional misconduct of a knowing 
violation of law; (c) the types of liability set forth in Section 14-2-154 of 
the Georgia Business Corporation Code dealing with illegal or 
unauthorized (i) distributions of corporate assets, whether as dividends 
or in liquidation of the corporation, or otherwise, (ii) repurchases of stock 
or (iii) commencement of business; or (d) any transaction from which the 
director derived an improper personal benefit.

    9.7 Insurance. The corporation may purchase and maintain insurance 
on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the 
request of the corporation as a director, officer, employee, or agent of 
another corporation, partnership, joint venture, trust or other enterprise, 
against any liability 
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the 
provisions of this Article Nine.

    9.8 Shareholder Notification. If any expenses or other amounts are 
paid by way of indemnification, otherwise than by court order or action 
by the stockholders or by an insurance carrier pursuant to insurance 
maintained by the corporation, the corporation shall, not later than the 
next annual meeting of stockholders unless such meeting is held within 
three (3) months from the date of such payment, and, in any event, 
within 15 months from the date of such payment, send in accordance 
with Section 14-2-113 of the Official Code of Georgia annotated to its 
stockholders of record at the time entitled to vote for the election of 
directors a statement specifying the persons paid, the amounts paid, and 
the nature and status at the time of such payment of the litigation or 
threatened litigation.

    9.9 Survival of Indemnification. The indemnification and 
advancement of expenses provided by or granted pursuant to this Article 
Nine shall continue as to a person who has ceased to be a director, 
officer, employee, or agent and shall inure to the benefit of the heirs, 
executors, and administrators of such a person.  

	ARTICLE TEN
	NOTICES: WAIVERS OF NOTICE

    10.1 Notices. Except as otherwise specifically provided in these by-
laws, whenever under the provision of these By -laws notice is required 
to be given to any shareholder, Director, or officer, it shall not be 
construed to mean personal notice, but such notice may be given by 
personal notice, by telegram or cablegram, or by mail by depositing the 
same in the post office or letter box in a postage prepaid sealed 
wrapper, addressed to such shareholder, Director or officer at such 
address as appears on the books of the corporation, and such notice 
shall be deemed to be given at the time when the same shall be thus 
sent or mailed. 

    10.2 Waiver of Notice. Except as otherwise provided in these By-
laws, when any notice is required to be given by law, by the Articles of 
Incorporation or by these By-laws, a written waiver thereof, signed by the 
person entitled to notice, whether before or after the time stated therein, 
shall be deemed equivalent to notice.  In the case of a shareholder, such 
waiver of notice may be signed by the shareholder's attorney or proxy 
duly appointed in writing.

	ARTICLE ELEVEN
	EMERGENCY POWERS

    11.1 By-Laws. The Board of Directors may adopt emergency by-laws, 
subject to repeal or change by action of the shareholders, which shall, 
notwithstanding any provision of law, the Articles of Incorporation or 
these By-laws, be operative during any emergency in the conduct of the 
business of the corporation resulting from an attack on the United States 
or on a locality in which the corporation conducts its business or 
customarily holds meeting of its Board of Directors or its shareholders, 
or during any nuclear or atomic disaster, or during the existence of any 
catastrophe, or other similar emergency condition, as a result of which a 
quorum of the Board of Directors or a standing committee thereof 
cannot readily be convened for action.  The emergency by-laws may 
make any provision that may be practical and necessary for the 
circumstances of the emergency.

    11.2 Lines of Succession. The Board of Directors, either before or 
during any such emergency, may provide, and from time to time modify, 
lines of succession in the event that during such an emergency any or all 
officers or agents of the corporation shall for any reason be rendered 
incapable of discharging their duties.
    
    11.3 Head Office. The Board of Directors, either before or during any 
such emergency, may (effective during the emergency) change the head 
office or designate several alternative head offices or regional offices, or 
authorize the officers to do so.

     11.4 Period of Effectiveness.  To the extent not inconsistent with any 
emergency by-laws so adopted, these By-laws shall remain in effect 
during any such emergency and upon its termination, the emergency by-
laws shall cease to be operative.

    11.5 Notices. Unless otherwise provided in emergency by-laws, notice 
of any meeting of the Board of Directors during any such emergency 
may be given only to such of the Directors as it may be feasible to reach 
at the time, and by such means as may be feasible at the time, including 
publication, radio or television.
  
    11.6 Officers as Directors Pro Tempore. To the extent required to 
constitute a quorum at any meeting of the Board of Directors during any 
such emergency, the officers of the corporation who are present shall, 
unless otherwise provided in emergency by-laws, be deemed, in order of 
rank and within
the same rank in order of seniority, Directors for such meeting.

    11.7 Liability of Officers, Directors, and Agents. No officer, Director, 
agent or employee acting in accordance with any emergency by-law 
shall be liable except for willful misconduct.  No officer, Director, agent 
or employee shall be liable for any action by him or her in good faith in 
such an emergency in furtherance of the ordinary business affairs of the 
corporation even though not authorized by the by-laws then in effect.

	ARTICLE TWELVE
	CHECKS, NOTES, DRAFTS, ETC.

     Checks, notes, drafts, acceptance, bills of exchange and other orders 
or obligations for the payment of money shall be signed by such officer 
or officers or person or persons as the Board of Directors by resolution 
shall from time to time designate.

	

	ARTICLE 13
	AMENDMENTS

     The By-laws of the corporation may be altered or amended and new 
by-laws may be adopted by the shareholders at any annual or special 
meeting of the shareholders or by the Board of Directors at any regular 
or special meeting of the Board of Directors; provided, however, that, if 
such action is to be taken at a meeting of the shareholders, notice of the 
general nature of the proposed change in the By-laws shall be given in 
the notice of meeting.  The shareholders may provide by resolution that 
any By-law provision repealed, amended, adopted, or altered by them 
may not be repealed, amended, adopted, or altered by the Board of 
Directors.  Except as otherwise provided in the Articles of Incorporation, 
action by the shareholders with respect to By-laws shall be taken by an 
affirmative vote of a majority of all shares entitled to elect Directors, and 
action by the Board of Directors with respect to By-laws shall be taken 
by an affirmative vote of a majority of all Directors then holding office.

EXHIBIT 5

Powell, Goldstein, Frazer & Murphy
191 Peachtree Street, N.E.
Atlanta, GA 30303
(404) 572-6600

	August 30, 1995

First Georgia Holding, Inc.
1703 Gloucester Street
Brunswick, Georgia  31521

	Re:	Registration Statement on Form S-8
		First Georgia Holding, Inc.
		1995 Stock Incentive Plan

Ladies and Gentlemen:

	We have served as counsel for First Georgia Holding, Inc., a 
Georgia corporation (the "Company"), in connection with the registration 
under the Securities Act of 1933, as amended, pursuant to a 
Registration Statement on Form S-8 (the "Registration Statement"), of 
an aggregate of 25,000 (the "Shares") of common stock, $1.00 par 
value, of the Company, to be offered and sold by the Company pursuant 
to the First Georgia Holding, Inc. 1995 Stock Incentive Plan (the "Plan").

	We have examined and are familiar with originals or copies 
(certified, photostatic or otherwise identified to our satisfaction) of such 
documents, corporate records and other instruments relating to the 
incorporation of the Company and the authorization of the shares to be 
issued pursuant to the Plan as we have deemed necessary and 
advisable.  In such examinations, we have assumed the genuineness of 
all signatures on all originals and copies of documents we have 
examined, the authenticity of all documents submitted to us as originals 
and the conformity to original documents of all certified, conformed or 
photostatic copies.  As to questions of fact material and relevant to our 
opinion, we have relied upon certificates or representations of Company 
officials and of appropriate governmental officials.

	We express no opinion as to matters under or involving the laws 
of any jurisdiction other than the corporate law of the State of Georgia.

	Based upon and subject to the foregoing and having regard for 
such legal considerations as we have deemed relevant, it is our opinion 
that:

     1.	   The Shares have been duly authorized; and
 
     2.	   Upon the issuance and delivery of the Shares payment 
           therefor as provided in the Plan and as contemplated by 
           the Registration Statement, such Shares will be legally 
           and validly issued, fully paid and non-assessable.

	We hereby consent to the filing of this opinion as Exhibit 5 to the 
Registration Statement.

                               						Very truly yours,

                      					 POWELL, GOLDSTEIN, FRAZER & MURPHY

	EXHIBIT 23(b) 

The Board of Directors 
First Georgia Holding, Inc.:

We consent to incorporation by reference in the registration statement 
on Form S-8 of First Georgia Holding, Inc. Employee Stock Purchase 
Plan of our report dated November 4, 1994, relating to the consolidated 
balance sheets of First Georgia Holding, Inc. and subsidiary as of 
September 30, 1994, and 1993, and the related consolidated statements 
of operations, stockholders' equity, and cash flows for each of the years 
in the three-year period ended September 30, 1994, which report 
appears in the September 30, 1994 annual report on Form 10-K of First 
Georgia Holding, Inc.

KPMG PEAT MARWICK LLP
Atlanta, Georgia
August 28, 1995