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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-41547
GEORGIA-CAROLINA BANCSHARES, INC.
SUPPLEMENT NO. 1 TO PROSPECTUS DATED FEBRUARY 19, 1998
CONDITIONS OF THE OFFERING
In order to allow the Company additional time to attain the minimum
offering, the Company has elected to extend the Expiration Date of the offering
to August 18, 1998. See "TERMS OF THE OFFERING -- Conditions of the Offering."
APPOINTED DIRECTORS OF THE COMPANY AND THE BANK
The Company has extended the date on which the Appointed Directors
shall, pursuant to self-executing resignations, resign. If the minimum offering
amount of $7,000,006 is not obtained by September 30, 1998, the Appointed
Directors shall, pursuant to self-executing resignations, resign. See
"MANAGEMENT -- Appointed Directors of the Company and the Bank."
Unless otherwise defined in this Supplement No. 1 ("Supplement No. 1")
to the Company's prospectus dated February 19, 1998 (the "Prospectus"), all
capitalized terms used in this Supplement No. 1 shall have the meanings assigned
to such terms in the Prospectus.
The date of this Supplement is May 19, 1998
