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.
                         	1995 STOCK INCENTIVE 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 	            130,000	           $8.00(2)     	$1,040,000(3)   $358.62
Stock,	             shares
$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 Stock Incentive 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 AND 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 130,000 shares (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. Stock Incentive 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": 77190}]
{"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": "033-62249", "film-number": "95569202"}, "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.
                         	1995 STOCK INCENTIVE 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 	            130,000	           $8.00(2)     	$1,040,000(3)   $358.62
Stock,	             shares
$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 Stock Incentive 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 AND 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 130,000 shares (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. Stock Incentive 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