As filed with the Securities and Exchange Commission on April 19, 2000.

                                                      Registration No. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                               CCF Holding Company
                       -----------------------------------
             (Exact name of Registrant as specified in its charter)

         Georgia                                                58-2173616
---------------------------------                           --------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              101 North Main Street
                            Jonesboro, Georgia 30236
                       -----------------------------------
                    (Address of principal executive offices)

                   CCF Holding Company 2000 Stock Option Plan
                   ------------------------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                    ----------------------------------------
            (Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
======================== =================== ====================== ======================= ==================
Title of                                       Proposed Maximum        Proposed Maximum          Amount of
Securities to               Amount to be           Offering           Aggregate Offering        Registration
be Registered              Registered (1)       Price Per Share              Price (2)             Fee (2)
-------------              --------------       ---------------      --------------------   ------------------
<S>                      <C>                     <C>                     <C>                      <C>
Common Stock
$0.10 par value
per share                  80,000 shares           $12.25(2)               $980,000                 $258.72
======================== =================== ====================== ======================= ==================
</TABLE>

(1)      The maximum number of shares of common stock issuable upon awards to be
         granted  under the CCF  Holding  Company  2000 Stock  Option  Plan (the
         "Plan") consists of 80,000 shares which are being registered under this
         Registration  Statement and for which a registration fee is being paid.
         Additionally, an indeterminate number of additional shares which may be
         offered and issued to prevent  dilution  resulting  from stock  splits,
         dividends or similar transactions.
(2)      An aggregate of 80,000  shares are being  registered  hereby based upon
         the average of the high and low  selling  prices of the  Registrant  as
         reported on the Nasdaq  SmallCap Market on April 14, 2000 of $12.25 per
         share for a total offering of $980,000.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.

<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 80,000
shares of CCF Holding Company (the "Company" or "Registrant") common stock, $.10
par value per share (the "Common  Stock")  issuable to  employees,  officers and
directors of the  Registrant or its subsidiary as  compensation  for services in
accordance  with the CCF Holding  Company 2000 Stock  Option Plan (the  "Plan").
Documents  containing the  information  required by Part I of this  Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as prospectuses or prospectus  supplements  pursuant to Rule 424, in reliance on
Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  April  11,  1995  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ended December 31, 1999; and

         (b) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
April 11, 1995.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all 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 4.  Description of Securities.
------

         Not Applicable

                                       2
<PAGE>

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------
         Sections 14-2-850 to 14-2-859 of the Georgia Business  Corporation Code
("GBCC")  authorize a  corporation  such as the Company to  indemnify  officers,
directors, employees, and agents under certain circumstances.  Sections 14-2-852
and 14-2-857 require mandatory  indemnification of directors and officers to the
extent  that the  director  or  officer  has been  successful,  on the merits or
otherwise,  in the defense of any proceeding to which he or she was a party,  or
in defense of any claim, issue, or matter therein, because he or she is or was a
director or officer of the  corporation.  In such cases,  the corporation  shall
indemnify the director or officer against reasonable expenses incurred by him in
connection therewith.

         The  GBCC  ss.14-2-202  allows  for  the  limitation  of  liability  of
directors.  However,  a  result  of such  provisions  could be to  increase  the
expenses of the Company and  effectively  reduce the ability of  stockholders to
sue on behalf of the Company  because  certain  suits could be barred or amounts
that might  otherwise be obtained on behalf of the Company  could be required to
be repaid by the Company to an indemnified party.

         The Company believes that these provisions assist the Company in, among
other things,  attracting and retaining  qualified  persons to serve the Company
and its subsidiary.  However,  a result of such provisions  could be to increase
the expenses of the Company and  effectively  reduce the ability of stockholders
to sue on behalf of the Company  since  certain suits could be barred or amounts
that might  otherwise be obtained on behalf of the Company  could be required to
be repaid by the Company to an indemnified party.

         The Company  has in force a Directors  and  Officers  Liability  Policy
underwritten  by  Progressive  Casualty  Insurance  Company  with a $2.0 million
aggregate  limit of liability  and an aggregate  deductible  of $25,000 per loss
both for claims directly against officers and directors and for claims where the
Company is required to indemnify directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

                                       3
<PAGE>

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
               1933 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 no 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 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 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 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 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.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,

                                       4
<PAGE>

the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 1933 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  expressed in the 1933 Act and
will be governed by the final adjudication of such issue.



                                       5

<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Jonesboro  in the State of Georgia,  as of April 19,
2000.

                                       CCF Holding Company


                                       By: /s/ David B. Turner
                                           -------------------------------------
                                           David B. Turner
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)


                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of CCF Holding Company,  do
hereby  severally  constitute and appoint David B. Turner as our true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities  indicated below which said David B. Turner may deem
necessary  or  advisable  to enable  CCF  Holding  Company,  to comply  with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the Registration
Statement on Form S-8 relating to the offering of the  Company's  Common  Stock,
including specifically, but not limited to, power and authority to sign, for any
of us in our names in the capacities indicated below, the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby  ratify and confirm all that said David B. Turner shall do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.
<TABLE>
<CAPTION>
<S>                                                              <C>
/s/David B.  Turner                                                /s/John B.  Lee, Jr.
------------------------------------------------                   --------------------------------------
David B. Turner                                                    John B. Lee, Jr.
President, Chief Executive Officer, and Director                   Chairman of the Board
(Principal Executive Officer)

Date: April 19, 2000                                               Date: April 19, 2000

/s/Edwin S.  Kemp, Jr.                                             /s/Charles S.  Tucker
------------------------------------------------                   --------------------------------------
Edwin S. Kemp, Jr.                                                 Charles S. Tucker
Director                                                           Treasurer, Secretary and Director

Date: April 19, 2000                                               Date: April 19, 2000

/s/Joe B.  Mundy                                                   /s/Mary Jo Rogers
------------------------------------------------                   --------------------------------------
Joe B. Mundy                                                       Mary Jo Rogers
Director                                                           Senior Vice President and Chief Financial
                                                                   Officer (Principal Accounting and Financial
                                                                   Officer)

Date: April 19, 2000                                               Date: April 19, 2000

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                                              <C>

/s/Leonard A.  Moreland                                            /s/John T.  Mitchell
------------------------------------------------                   --------------------------------------
Leonard A. Moreland                                                John T. Mitchell
Executive Vice President and Director                              Director

Date: April 19, 2000                                               Date: April 19, 2000

</TABLE>

<PAGE>


                                INDEX TO EXHIBITS



Exhibit                    Description
-------                    -----------

     4.1       CCF Holding Company
               2000 Stock Option Plan

     4.2       Form of Stock Option Agreement to be entered into with respect
               to Incentive Stock Options

     4.3       Form of Stock Option Agreement to be entered into with respect
               to  Non-Incentive Stock Options

     4.4       Form of Stock Award Tax Notice

     5.1       Opinion of Malizia Spidi & Fisch, PC as to the validity of the
               Common Stock being registered

    23.1       Consent of Malizia Spidi & Fisch, PC (appears in their opinion
               filed as Exhibit 5.1)

    23.2       Consent of Porter Keadle Moore, LLP

     24        Reference is made to the Signatures  section of this Registration
               Statement for the Power of Attorney contained therein
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19726}]
{"company-data": {"conformed-name": "CCF HOLDING CO", "cik": "0000943033", "assigned-sic": "6035", "irs-number": "582173616", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35108", "film-number": "604414"}, "business-address": {"street1": "101 NORTH MAIN ST", "city": "JONESBORO", "state": "GA", "zip": "30236", "phone": "7704788881"}, "mail-address": {"street1": "101 NORTH MAIN ST", "city": "JONESBORO", "state": "GA", "zip": "30236"}}
As filed with the Securities and Exchange Commission on April 19, 2000.

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               CCF Holding Company
                       -----------------------------------
             (Exact name of Registrant as specified in its charter)

         Georgia                                                58-2173616
---------------------------------                           --------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              101 North Main Street
                            Jonesboro, Georgia 30236
                       -----------------------------------
                    (Address of principal executive offices)

                   CCF Holding Company 2000 Stock Option Plan
                   ------------------------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                    ----------------------------------------
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
======================== =================== ====================== ======================= ==================
Title of                                       Proposed Maximum        Proposed Maximum          Amount of
Securities to               Amount to be           Offering           Aggregate Offering        Registration
be Registered              Registered (1)       Price Per Share              Price (2)             Fee (2)
-------------              --------------       ---------------      --------------------   ------------------
Common Stock
$0.10 par value
per share                  80,000 shares           $12.25(2)               $980,000                 $258.72
======================== =================== ====================== ======================= ==================
(1)      The maximum number of shares of common stock issuable upon awards to be
         granted  under the CCF  Holding  Company  2000 Stock  Option  Plan (the
         "Plan") consists of 80,000 shares which are being registered under this
         Registration  Statement and for which a registration fee is being paid.
         Additionally, an indeterminate number of additional shares which may be
         offered and issued to prevent  dilution  resulting  from stock  splits,
         dividends or similar transactions.
(2)      An aggregate of 80,000  shares are being  registered  hereby based upon
         the average of the high and low  selling  prices of the  Registrant  as
         reported on the Nasdaq  SmallCap Market on April 14, 2000 of $12.25 per
         share for a total offering of $980,000.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 80,000
shares of CCF Holding Company (the "Company" or "Registrant") common stock, $.10
par value per share (the "Common  Stock")  issuable to  employees,  officers and
directors of the  Registrant or its subsidiary as  compensation  for services in
accordance  with the CCF Holding  Company 2000 Stock  Option Plan (the  "Plan").
Documents  containing the  information  required by Part I of this  Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as prospectuses or prospectus  supplements  pursuant to Rule 424, in reliance on
Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  April  11,  1995  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ended December 31, 1999; and

         (b) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
April 11, 1995.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all 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 4.  Description of Securities.
------

         Not Applicable

                                       2
Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------
         Sections 14-2-850 to 14-2-859 of the Georgia Business  Corporation Code
("GBCC")  authorize a  corporation  such as the Company to  indemnify  officers,
directors, employees, and agents under certain circumstances.  Sections 14-2-852
and 14-2-857 require mandatory  indemnification of directors and officers to the
extent  that the  director  or  officer  has been  successful,  on the merits or
otherwise,  in the defense of any proceeding to which he or she was a party,  or
in defense of any claim, issue, or matter therein, because he or she is or was a
director or officer of the  corporation.  In such cases,  the corporation  shall
indemnify the director or officer against reasonable expenses incurred by him in
connection therewith.

         The  GBCC  ss.14-2-202  allows  for  the  limitation  of  liability  of
directors.  However,  a  result  of such  provisions  could be to  increase  the
expenses of the Company and  effectively  reduce the ability of  stockholders to
sue on behalf of the Company  because  certain  suits could be barred or amounts
that might  otherwise be obtained on behalf of the Company  could be required to
be repaid by the Company to an indemnified party.

         The Company believes that these provisions assist the Company in, among
other things,  attracting and retaining  qualified  persons to serve the Company
and its subsidiary.  However,  a result of such provisions  could be to increase
the expenses of the Company and  effectively  reduce the ability of stockholders
to sue on behalf of the Company  since  certain suits could be barred or amounts
that might  otherwise be obtained on behalf of the Company  could be required to
be repaid by the Company to an indemnified party.

         The Company  has in force a Directors  and  Officers  Liability  Policy
underwritten  by  Progressive  Casualty  Insurance  Company  with a $2.0 million
aggregate  limit of liability  and an aggregate  deductible  of $25,000 per loss
both for claims directly against officers and directors and for claims where the
Company is required to indemnify directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

                                       3
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
               1933 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 no 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 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 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 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 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.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,

                                       4
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 1933 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  expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Jonesboro  in the State of Georgia,  as of April 19,
2000.

                                       CCF Holding Company

                                       By: /s/ David B. Turner
                                           -------------------------------------
                                           David B. Turner
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of CCF Holding Company,  do
hereby  severally  constitute and appoint David B. Turner as our true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities  indicated below which said David B. Turner may deem
necessary  or  advisable  to enable  CCF  Holding  Company,  to comply  with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the Registration
Statement on Form S-8 relating to the offering of the  Company's  Common  Stock,
including specifically, but not limited to, power and authority to sign, for any
of us in our names in the capacities indicated below, the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby  ratify and confirm all that said David B. Turner shall do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.
/s/David B.  Turner                                                /s/John B.  Lee, Jr.
------------------------------------------------                   --------------------------------------
David B. Turner                                                    John B. Lee, Jr.
President, Chief Executive Officer, and Director                   Chairman of the Board
(Principal Executive Officer)

Date: April 19, 2000                                               Date: April 19, 2000

/s/Edwin S.  Kemp, Jr.                                             /s/Charles S.  Tucker
------------------------------------------------                   --------------------------------------
Edwin S. Kemp, Jr.                                                 Charles S. Tucker
Director                                                           Treasurer, Secretary and Director

Date: April 19, 2000                                               Date: April 19, 2000

/s/Joe B.  Mundy                                                   /s/Mary Jo Rogers
------------------------------------------------                   --------------------------------------
Joe B. Mundy                                                       Mary Jo Rogers
Director                                                           Senior Vice President and Chief Financial
                                                                   Officer (Principal Accounting and Financial
                                                                   Officer)

Date: April 19, 2000                                               Date: April 19, 2000
/s/Leonard A.  Moreland                                            /s/John T.  Mitchell
------------------------------------------------                   --------------------------------------
Leonard A. Moreland                                                John T. Mitchell
Executive Vice President and Director                              Director

Date: April 19, 2000                                               Date: April 19, 2000
INDEX TO EXHIBITS

Exhibit                    Description
-------                    -----------

     4.1       CCF Holding Company
               2000 Stock Option Plan

     4.2       Form of Stock Option Agreement to be entered into with respect
               to Incentive Stock Options

     4.3       Form of Stock Option Agreement to be entered into with respect
               to  Non-Incentive Stock Options

     4.4       Form of Stock Award Tax Notice

     5.1       Opinion of Malizia Spidi & Fisch, PC as to the validity of the
               Common Stock being registered

    23.1       Consent of Malizia Spidi & Fisch, PC (appears in their opinion
               filed as Exhibit 5.1)

    23.2       Consent of Porter Keadle Moore, LLP

     24        Reference is made to the Signatures  section of this Registration
               Statement for the Power of Attorney contained therein