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[GEORGIA-CAROLINA BANCSHARES, INC. LETTERHEAD]
November 13, 1998
VIA EDGAR
U.S. Securities and Exchange Commission
Stop 4-8
450 Fifth Street, NW
Judiciary Plaza
Washington, DC 20549
Attention: Mr. Todd K. Schiffman
RE: Georgia-Carolina Bancshares, Inc.
Form SB-2 Registration Statement
File No. 333-62493
Dear Mr. Schiffman:
Georgia-Carolina Bancshares, Inc. (the "Registrant") hereby withdraws
its Registration Statement on Form SB-2 (File No. 333-62493), as amended by
Amendment No. 1. On December 5, 1997, the Registrant filed a Registration
Statement (File No. 333-41547) registering 740,741 shares of the Registrant's
Common Stock, which was declared effective by the Commission on February 19,
1998. Pursuant to Rule 429, the Registrant filed a second Registration Statement
(File No. 333-62493) on August 28, 1998 that (i) carried forward the 740,741
shares registered under the Registrant's earlier Registration Statement (File
No. 333-41547) and (ii) registered an additional 110,259 shares to cover an
increase in the size of the offering due to a change in the plan of
distribution. The Registrant has determined not to conduct a public offering at
this time due to current market conditions. Accordingly, the Registrant has
today filed a post-effective amendment to its earlier Registration Statement
(File No. 333-41547) withdrawing the 740,741 shares registered pursuant to such
Registration Statement.
Very truly yours,
/s/ Patrick G. Blanchard
---------------------------------
President and Chief Executive
Officer
