GB&T BANCSHARES INC, S-3D, 1998-09-24

GB&T BANCSHARES INC
S-3D, 1998-09-24
STATE COMMERCIAL BANKS

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Registration No. ____________
As Filed with the Securities and Exchange Commission on September 24, 1998
===========================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________

GB&T BANCSHARES, INC.
(Exact Name Of Issuer As Specified In Its Charter)

Georgia 58-2400756
- ------------------------------- ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

500 Jesse Jewell Parkway, S.E.
Gainesville, Georgia 30501
(770) 532-1212
-------------------------------------------------------------
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)

Richard A. Hunt, Jr., President
500 Jesse Jewell Parkway, S.E.
Gainesville, Georgia 30501
(770) 532-1212
---------------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)

Copies To:
Sam Oliver, Esquire
Hulsey, Oliver & Mahar, LLP
200 E.E. Butler Parkway, P.O. Box 1457, Gainesville, Georgia 30503
Telephone: (770) 532-6312

Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.

If the only securities being registered on this Form are
being offered pursuant to cash dividend or interest reinvestment
plans, please check the following box. /X/

If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with cash dividend or interest
reinvestment plans, check the following box. / /

If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. / / _________

If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /
____________
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. / /
____________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Title of Shares | Amount to be | Proposed Maximum | Proposed Maximum Aggregate | Amount of
to be Registered | Registered<F1> | Offering Price Per | Offering Price<F2> | Registration
| | Share<F2> | | Fee
=================================================================================================================================
<S> | <C> | <C> | <C> | <C>
Common Stock ($5.00 par value) | 40,000 shares | $21.50 | $860,000.00 | $253.70
=================================================================================================================================

<FN>
<F1> Pursuant to Rule 416, this Registration Statement also
covers such additional number of shares of Common Stock that may
become issuable in the event of a cash dividend, split-up of
shares, recapitalization, or other similar change in Common
Stock.
<F2> Estimated pursuant to Rule 457 solely for the purpose of
calculating the registration fee, upon the basis of sale price of
Common Stock as reported on the over-the-counter electronic
bulletin board maintained by the National Association of
Securities Dealers on September 22, 1998. On September 22, 1998,
the last sale of Common Stock as reported on the over the counter
electronic bulletin board was $21.50 per share.
</FN>
</TABLE>

<PAGE>
[letterhead]

Dear Shareholder:

We are pleased to send you this brochure outlining our
Dividend Reinvestment and Share Purchase Plan (the "Plan"). The
Plan is economical and systematic, making it convenient for you
to increase your common stock, par value $5.00 per share (the
"Common Stock") of GB&T Bancshares, Inc. (the "Company"). The
Plan provides record owners of the Company with a simple and
convenient method of investing regular cash dividends and
additional payments in shares of Common Stock without payment of
any additional brokerage commissions or service charges.

Please carefully review this brochure which describes the
Plan. Participation in the Plan is entirely voluntary and you
may join or terminate at any time. If you decide to participate,
please complete the enclosed Enrollment Card and return it in the
addressed envelope to Reliance Trust Company.

Thank you for your continued support of the Company.

Sincerely,

/s/ Richard A. Hunt

Richard A. Hunt, Jr.
President

1
<PAGE>
PLAN HIGHLIGHTS

The terms and conditions of the Dividend Reinvestment and
Share Purchase Plan (the "Plan") are highlighted in the following
summary:

PURPOSE OF THE PLAN

The purpose of the Plan is to provide record owners of
common stock of GB&T Bancshares, Inc. (the "Company"), par value
$5.00 per share ("Common Stock"), with a simple and convenient
method of investing regular cash dividends and making optional
cash payments for the purchase of shares of Common Stock. Those
shareholders who do not wish to participate in the Plan will
continue to receive cash dividends when declared and paid by the
Company.

AUTOMATIC DIVIDEND REINVESTMENT

The Plan is administered by Reliance Trust Company (the
"Plan Administrator"). Your cash dividends will be automatically
invested in shares of Common Stock by the Plan Administrator at
no cost to you. Once you have enrolled in the Plan, you do not
need to take any further action unless you elect to make
additional cash payments to your Plan account.

If a particular cash dividend or optional cash payment is
not enough to buy a whole share of Common Stock, your account
will be credited by the Plan Administrator with a fractional
share computed to three decimal places. Fractional shares also
earn cash dividends that will be applied toward your next cash
dividend payment.

NO ADMINISTRATION FEES OR BROKER COMMISSIONS

You will avoid all charges for brokerage commissions or
administrative fees on all purchases of Common Stock made through
the Plan. All costs of the Plan are paid by the Company.

OPTIONAL CASH INVESTMENTS

If you choose to participate in the Plan, optional cash
payments from $25.00 to a maximum contribution of $2,500.00 per
calendar quarter can be made by you.

SIMPLIFIED RECORD KEEPING

No certificates will be delivered except upon your written
request. The Plan Administrator will send you a report
confirming each purchase of Common Stock made for your account.
The number of shares purchased will be based on the amount of
cash dividends reinvested, the amount of the optional cash
payments made by you, and the purchase price for Common Stock.

HOW TO PARTICIPATE

If you wish to reinvest your cash dividends automatically
and make optional cash payments towards the purchase of Common
Stock, simply complete the enclosed Enrollment Card and mail it
to the Plan Administrator at the following address:

2
<PAGE>
Reliance Trust Company
Attention: GB&T Bancshares, Inc. Dividend Reinvestment
and Share Purchase Plan Shareholder Relations
Division
P.O. Box 48449
Atlanta, Georgia 30340-4099

Questions regarding the Plan can be directed to either the
Company or the Plan Administrator at the above address.

TERMINATION OR WITHDRAWAL OF SHARES

You can terminate participation in the Plan or withdraw a portion
of your shares at any time by notifying the Plan Administrator in
writing. If you terminate, certificates for full shares of
Common Stock credited to your account will be issued and a cash
payment will be made for any fractional shares. Upon request,
the Plan Administrator will sell whole shares credited to your
account and pay you the proceeds after deducting any applicable
service charges and brokerage fees.

3
<PAGE>
TABLE OF CONTENTS

Page

Letter to Shareholders .......................................... 1

Plan Highlights ................................................. 2

Prospectus ...................................................... 5

Available Information ....................................... 6

Incorporation of Certain Documents by Reference ............. 6

Risk Factors ............................................... 7

Introduction ............................................... 11

Dividend Reinvestment and Share Purchase Plan .............. 11

Use of Proceeds ............................................ 20

Experts .................................................... 20

Legal Matters .............................................. 20

Indemnification ............................................ 20

4
<PAGE>

- ----------------------------------------------------------------------------

PROSPECTUS

- ----------------------------------------------------------------------------

40,000 Shares of Common Stock, $5.00 par value

GB&T BANCSHARES, INC.

DIVIDEND REINVESTMENT AND
SHARE PURCHASE PLAN

GB&T Bancshares, Inc. (the "Company") offers its
shareholders participation in the Company's Dividend Reinvestment
and Share Purchase Plan (the "Plan"). The Plan is designed to
provide a convenient method of investing cash dividends in shares
of common stock of the Company, par value $5.00 per share (the
"Common Stock") and making optional cash payments ranging from
$25 to $2,500 per calendar quarter for the purchase of shares of
Common Stock. Shareholders who elect to participate in the Plan
("Plan Participants") will avoid service charges and brokerage
commissions with respect to purchases made under the Plan.

At the option of the Company, cash dividends and optional
cash payments will be used to purchase Common Stock in the open
market, from newly-issued shares, from shares held in treasury of
the Company, in negotiated transactions, or in any combination of
the foregoing.

The Common Stock currently is traded on the over-the-counter
electronic bulletin board, and bid and asked prices are quoted on
the over-the-counter electronic bulletin board maintained by the
National Association of Securities Dealers under the symbol
"GVLG." This Prospectus relates to up to 40,000 authorized but
unissued shares of Common Stock offered for purchase under the
Plan.

See "Risk Factors" beginning on page 7 for a discussion of
certain factors that should be considered by prospective Plan
Participants. This Prospectus should be retained for future
reference.

THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION (THE "COMMISSION") OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
___________________________

THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS OR
DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF A BANK
AND ARE NOT INSURED OR PROTECTED BY THE BANK
INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE
CORPORATION (THE "FDIC") OR ANY OTHER GOVERNMENT
AGENCY.

The date of this Prospectus is September 24, 1998.

5
<PAGE>
AVAILABLE INFORMATION

In April 1988, the securities of Gainesville Bank & Trust,
the predecessor to the Company (the "Bank"), were registered
under Section 12(g) of the Exchange Act of 1934, as amended (the
"Exchange Act") and the Bank filed reports under the Exchange Act
with the FDIC. On April 24, 1998, the Bank reorganized into a
holding company structure whereby the Company became the holder
of all of the issued and outstanding shares of the Bank and the
shareholders of the Bank became shareholders of the Company. The
Common Stock issued to the shareholders in exchange for
securities of the Bank were deemed registered under the Exchange
Act pursuant to Rule 12g-3 of the Exchange Act, and the Company
became subject to the informational requirements of the Exchange
Act.

Copies of the reports and other information filed by the
Bank with the FDIC are on file and may be obtained from the FDIC,
Registration, Disclosure and Securities Operations Unit, Room F-
6043, 550 17th Street, N.W., Washington, D.C. 20429, telephone
number (202) 898-8911 or 8913, facsimile number (202) 898-3009.
The reports and other information filed by the Company with the
Commission can be inspected and copied at the Public Reference
Room of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549; at its regional offices located at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511;
and 7 World Trade Center, Suite 1300, New York, New York 10048.
Shareholders may obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-
0330. The Commission maintains a site on the World Wide Web
(http://www.sec.gov.) that contains reports, proxies, and other
information regarding registrants. Copies of such material can
be obtained by mail from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Copies of such material and other information
concerning the Company and the Bank will also be available for
inspection at the offices of Reliance Trust Company, Shareholder
Relations Division, P.O. Box 48449, Atlanta, Georgia 30340-4099.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company incorporates by reference into this Prospectus
the following documents filed by the Bank with the FDIC:

(1) The Bank's Annual Report on Form F-2 for the period
ended December 31, 1997;

(2) The description of the Bank's securities contained in
the Bank's registration statement under Section 12 of the
Exchange Act, and any amendment or reports filed for the purpose
of updating such description.

The Company incorporates by reference into this Prospectus
the following documents filed by the Bank with the Commission:

(1) The Company's Quarterly Report on Form 10-QSB for the
quarterly period ended June 30, 1998;

(2) The Company's Definitive Proxy Statement on Schedule
14A filed May 15, 1998; and

(3) The Company's Current Report on Form 8-K filed on April 24,
1998.

6<PAGE>
All documents and any definitive proxy filed by the Company
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange
Act subsequent to the date of the Bank's Annual Report and before
the termination of the offering made hereby shall be deemed
incorporated by reference in this Prospectus and to be a part
hereof from the date of the filing of such documents. See
"AVAILABLE INFORMATION." Any statement contained in a document
incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded for purposes of the
Prospectus, to the extent that a statement contained herein or in
any other subsequently filed document, which also is or was
deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to
whom this Prospectus is delivered, including any beneficial
owner, upon written or oral request of any such person, a copy of
any or all of the foregoing documents incorporated herein by
reference (other than exhibits to such documents not specifically
incorporated by reference). Written or telephone requests should
be directed to Burlyn Forrester, Secretary to Richard A. Hunt,
Jr., President of the Company, 500 Jesse Jewell Parkway, S.E.,
Gainesville, Georgia 30501.

RISK FACTORS

AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED HEREBY
INVOLVES A DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION
IN THIS PROSPECTUS, THE FOLLOWING RISK FACTORS SHOULD BE
CONSIDERED CAREFULLY IN EVALUATING PARTICIPATION IN THE PLAN.
THIS PROSPECTUS CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS (AS
SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT")) CONCERNING THE COMPANY'S PROPOSED
OPERATIONS, PERFORMANCE AND FINANCIAL CONDITION. THESE STATEMENTS
ARE BASED UPON A NUMBER OF ASSUMPTIONS AND ESTIMATES WHICH ARE
INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES, MANY OF WHICH
ARE BEYOND THE CONTROL OF THE COMPANY. ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-
LOOKING STATEMENTS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY INCLUDE, BUT ARE NOT LIMITED TO, THOSE SET
FORTH BELOW.

RISKS INVOLVED IN POSSIBLE MERGERS AND ACQUISITIONS

Although the Company currently has no specific plans for
expansion, the Company believes that a portion of its growth may
come from mergers with and acquisitions of banks and other
financial institutions. Such mergers and acquisitions involve
risks of changes in results of operations, unforeseen liabilities
relating to the merged or acquired institutions, asset quality
problems of the merged or acquired entity and other conditions
not within the control of the Company, such as adverse personnel
relations, loss of customers because of change of identity,
deterioration in local economic conditions and other risks
affecting the merged institutions. If any merger or acquisition
is completed, there can be no assurance that such merger or
acquisition will enhance the Company's business, results of
operations or financial condition. Such mergers or acquisitions
may have an adverse effect upon the Company's results of
operations, particularly during periods in which the mergers or
acquisitions are being integrated into the Company's operations.

In addition, as a result of the growth from mergers and
acquisitions, the Company's management must successfully
integrate the operations of merged institutions with those of the
Company. Operational areas requiring significant integration
include the consolidation of data processing operations, the
combination of employee benefit plans, the creation of joint
account and lending products, the development of unified
marketing plans and other related areas. Accomplishment of these
goals would require additional expenditures by the Company which
could negatively impact the Company's net income. Completion of
these tasks could divert management's attention from other
important issues. In addition, the process of merging and
acquiring banks and other financial institutions could have a
material adverse effect on the operation of their businesses,
which could have an adverse effect on combined operations. The
Company may also incur additional unexpected costs in connection
with the integration of merged and acquired banks that could
negatively impact the Company's net income.

7<PAGE>
RESTRICTIONS ON ABILITY TO PAY DIVIDENDS

In the future, the declaration and payment of dividends on
Common Stock, if any, will depend upon the earnings and financial
condition of the Company, liquidity and capital requirements, the
general economic and regulatory climate and other factors deemed
relevant by the Company's Board of Directors. Further, certain
regulations provide that a bank holding company should not
maintain a level of cash dividends that undermines the bank
holding company's ability to serve as a source of strength to its
banking subsidiaries.

The Company's principal source of funds to pay dividends on
the shares of Common Stock will be cash dividends that the
Company receives from the Bank. There are statutory and
regulatory requirements applicable to the payment of dividends by
the Bank, as well as by the Company to its shareholders.

Under the regulations of the Georgia Department of Banking
and Finance (the "GDBF"), the Bank may not declare dividends out
of the retained earnings without first obtaining the written
permission of the GDBF unless it meets all of the following
requirements:

(a) total classified assets as of the most recent
examination of the Bank do not exceed 80% of equity
capital (as defined by regulation);

(b) the aggregate amount of dividends declared or
anticipated to be declared in the calendar year does
not exceed 50% of the net profits after taxes but
before dividends for the previous calendar year; and

The federal banking statutes prohibit federally insured
banks from making any capital distributions (including a dividend
payment) if, after making the distribution, the institution would
be "undercapitalized" as defined by statute. In addition, the
relevant federal regulatory agencies also have authority to
prohibit an insured bank from engaging in an unsafe or unsound
practice, as determined by the agency, which could include the
payment of dividends.

LOCAL ECONOMIC CONDITIONS

The success of the Bank depends to a great extent upon
general economic conditions in the communities it serves. The
Bank primarily operates in Hall County, Georgia. A decline in
the economy of Hall County could have a material adverse effect
on the Bank's business, including the demand for new loans,
refinancing activity, the ability of borrowers to repay
outstanding loans and the value of loan collateral, and could
adversely affect asset quality and net income.

GOVERNMENT REGULATION

The banking industry is regulated by and subject to regular
examination by federal and state regulatory authorities. Under
federal and state banking law, the Company and the Bank are
subject to supervision and limitations with respect to extending
credit, purchasing securities, paying dividends, making

8<PAGE>
acquisitions, branching and many other aspects of the banking
business. Banking laws are designed primarily to protect
depositors and customers, not investors, and include, among other
things, minimum capital requirements, limitations on products and
services offered, geographical limits, consumer credit
regulations, community investment requirements and restrictions
on transactions with affiliated parties. Financial institution
regulation has been the subject of significant legislation in
recent years, and may be the subject of further significant
legislation in the future, none of which is within the control of
the Company. This regulation substantially affects the business
and financial results of all financial institutions and holding
companies, including the Company and the Bank, and the Company is
not able to predict the impact of changes in such regulations on
the Bank's business and profitability, some of which may be
materially adverse.

COMPETITION

The banking business is highly competitive, and the
profitability of the Bank depends principally upon the Bank's
ability to compete in the market areas in which its banking
operations are located. The Bank competes with other commercial
banks, savings banks, savings and loan associations, credit
unions, finance companies, mutual funds, insurance companies,
brokerage and investment banking firms, asset-based non-bank
lenders and certain other nonfinancial institutions, including
retail stores which may maintain their own credit programs and
certain governmental organizations which may offer more favorable
financing than the Bank. Many of such competitors may have
greater financial and other resources than the Bank.

The Bank has been able to compete effectively with other
financial institutions by emphasizing customer service, by
establishing long-term customer relationships and building
customer loyalty, and by providing products and services designed
to address the specific needs of its customers. Although the
Bank has been able to compete effectively in the past, no
assurance may be given that the Bank will continue to be able to
compete effectively in the future. Further, changes in
government regulation of banking, particularly recent legislation
which removes restrictions on interstate banking and permits
interstate branching, are likely to increase competition by out-
of-state banking organizations or by other financial institutions
in the Bank's market areas.

CONTROL BY MANAGEMENT

As of May 1, 1998, the directors and officers of the Company
beneficially owned approximately 41.5% of the outstanding Common
Stock. Accordingly, these persons have substantial influence
over the business, policies and affairs of the Company, including
the ability potentially to control the election of directors and
other matters requiring shareholder approval by simple majority
vote.

NO ESTABLISHED TRADING MARKET

There is no established public market for the shares of
Common Stock. It is anticipated that application will be made
for the shares of Common Stock to be approved for quotation on
the Nasdaq National Market, but there can be no assurance that

9<PAGE>
the shares will be accepted for listing. Moreover, even if the
shares are accepted for listing, there can be no assurance that
an active public market will develop or be sustained or that if
such a market develops, investors in Common Stock will be able to
resell their shares at or above the purchase price.

Making a market involves maintaining bid and asked
quotations for common stock and being available as principal to
effect transactions in reasonable quantities at those quoted
prices, subject to various securities laws and other regulatory
requirements. A public trading market having the desired
characteristics of depth, liquidity and orderliness depends upon
the presence in the marketplace of willing buyers and sellers of
common stock at any given time, which presence is dependent upon
the individual decisions of investors over which neither the
Company nor any market maker has any control.

INVESTMENT RISK

The shares of Common Stock to be issued under the Plan are
subject to general investment risk. The stock market has from
time to time experienced price and volume volatility. These
market fluctuations may be unrelated to the operating performance
of particular companies whose shares are traded and may adversely
affect the market price of Common Stock. There can be no
assurance that the market price of Common Stock will not decline
below the price at which the shares are purchased under the Plan.

INTEREST RATE RISK

The Bank's earnings depend to a great extent on "rate
differentials," which are the differences between interest income
earned on loans and investments and the interest expense paid on
deposits and other borrowings. These rates are highly sensitive
to many factors that are beyond the Bank's control, including
general economic conditions and the policies of various
governmental and regulatory authorities. Increases in the
federal funds rate by the Federal Reserve Bank usually lead to
rising interest rates, which affect the Bank's interest income,
interest expense and investment portfolio. Also, governmental
policies, such as the creation of a tax deduction for individual
retirement accounts, can increase savings and affect the cost of
funds. From time to time, maturities of assets and liabilities
are not balanced, and a rapid increase or decrease in interest
rates could have an adverse effect on the net interest margin and
results of operations of the Bank. The nature, timing and effect
of any future changes in federal monetary and fiscal policies on
the Bank and its results of operations are not predictable.

YEAR 2000 COMPLIANCE

The advent of the year 2000 presents significant issues
regarding how a company's software and operating systems will
deal with the numerical value representing the year 2000 ("Y2K").
This issue extends beyond individual companies to include the
effect on other companies with which they do business, or by
which they may be affected. The Company and the Bank have
responded proactively to address this issue with respect to their
systems and management believes that all operations affected by
Y2K issues will be tested and compliant in advance of the year
2000. In addition, the financial impact to the Company and the
Bank to complete systems projects and ensure Y2K compliance is
not anticipated by management to be material to the financial
position, results of operations or cash flow of either entity.
There can be no assurance, however, that there will not be any
Y2K operating problems or expenses that will arise with respect
to the Company's and the Bank's computer systems and software, or
in connection with the Company's and the Bank's interface with
the computer systems and software of their suppliers, clients and
other financial institutions with which they interact. Because

10
<PAGE>
such third-party systems or software may not be Y2K-compliant,
the Company or the Bank could be required to incur unanticipated
expenses to remedy any problems, which could have a material
adverse effect on their respective business, results of
operations and financial condition. The Y2K issue may also have
a material impact on the financial condition of the Company and
the Bank if borrowers of the Bank become insolvent and are unable
to repay loans made by the Bank as a result of Y2K noncompliance.

INTRODUCTION

The Company is a bank holding company located in
Gainesville, Georgia and conducts operations through its wholly-
owned subsidiary, the Bank. The Bank provides a full range of
banking services to individuals and businesses within its primary
market area in Hall County, Georgia. These services include
checking accounts, money market accounts, and commercial, real
estate, personal, home equity, automobile, credit card and other
installment and short term loans. The Bank is insured by the
Federal Deposit Insurance Company. The address and telephone
number of the Company's executive offices are: 500 Jesse Jewell
Parkway, S.E., Gainesville, Georgia 30501, (770) 532-1212.

DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN

PURPOSE

1. WHAT IS THE PURPOSE OF THE PLAN?

The Plan provides record holders of Common Stock a simple
and convenient way of investing regular cash dividends and
additional payments in shares of Common Stock without payment of
brokerage commissions or other charges.

ADVANTAGES

2. WHAT ARE THE ADVANTAGES OF THE PLAN?

The six major advantages for Plan Participants include:

(i) Automatic investment of your cash dividends in
additional shares of Common Stock.

(ii) Ability to invest cash payments of $25 to $2,500
per calendar quarter.

(iii) Avoidance of brokerage commissions or other
charges in connection with all purchases made through the
Plan.

(iv) Opportunity to invest the full amount of all
regular cash dividends and optional cash payments because
the Plan permits fractional shares to be credited to your
Plan account.

(v) Safekeeping your stock certificates for shares of
Common Stock credited to your Plan account.

(vi) Simplification of your recordkeeping with periodic
reports reflecting all current activity.

11<PAGE>
PARTICIPATION

3. WHO IS ELIGIBLE TO PARTICIPATE?

All holders of record of Common Stock are eligible to
participate in the Plan. Beneficial owners whose shares are
registered in names other than their own (such as a broker or
nominee) must make appropriate arrangements for that person to
participate in the Plan on the beneficial owner's behalf. If you
are a beneficial owner that would like to participate in the
Plan, you may also do so by having those shares with respect to
which you wish to participate transferred to your name.

You will not be eligible to participate in the Plan if you
reside in a jurisdiction in which it is unlawful for the Company
to permit your participation. Your right to participate in the
Plan is not transferable apart from a transfer of your Common
Stock to another person. The Company also reserves the right to
terminate or deny enrollment of any shareholder who participates
in a manner abusive of the purpose and intent of the Plan or in a
manner not in the best interests of the shareholders generally,
as determined by the Company.

If you do not participate in the Plan, you will continue to
receive cash dividends, as declared, in the usual manner.

4. WHAT ARE THE OPTIONS TO PLAN PARTICIPANTS?

If you choose to participate in the Plan, you may direct the
Plan Administrator (as defined below) to invest cash dividends
declared with respect to all or any portion of your Common Stock.
If you elect to participate in the Plan, you may also make
optional cash payments which will be invested through the Plan as
explained in QUESTIONS 12 to 14 of this Prospectus.

ADMINISTRATION

5. WHO WILL ADMINISTER THE PLAN?

The Company has engaged the Reliance Trust Company (the
Reliance Trust Company and any successor administrator of the
Plan will be referred to in this Prospectus as the "Plan
Administrator") to administer the Plan, keep records, send
statements of account to each Plan Participant, and perform other
duties related to the Plan. The Plan Administrator will act as
agent for the Plan Participants by purchasing shares from the
Company or in the open market or negotiated transactions. Shares
purchased for you under the Plan will be registered in the name
of the Plan Administrator or in the name of its nominee. The
stock certificates will be held for you by or through the Plan
Administrator until you request, in writing, the issuance of
certificates for all or a portion of your shares, as more fully
explained in QUESTION 17.

The Plan Administrator may at any time resign by giving
written notice to the Company or be removed by the Company. If a
vacancy occurs in this position, the Company will appoint a
successor Plan Administrator.

6. HOW DOES AN ELIGIBLE SHAREHOLDER ENROLL OR CHANGE ITS
ELECTION UNDER THE PLAN?

12<PAGE>
As an eligible shareholder, you may enroll by completing and
signing the Enrollment Card and returning it to the Plan
Administrator. You may change your election at any time by
completing and signing a new Enrollment Card and returning it to
the Plan Administrator. If your shares are registered in more
than one name, all registered holders must sign the Enrollment
Card.

You may obtain an Enrollment Card at any time by contacting:

Reliance Trust Company
Attn: GB&T Bancshares, Inc. Dividend Reinvestment and Share
Purchase Plan Shareholder Relations Division
P.O. Box 48449
Atlanta, Georgia 30340-4099
(404) 266-0663

An Enrollment Card is enclosed with this Prospectus, and
additional Enrollment Cards may be obtained at any time by
contacting the Plan Administrator at the above address or number,
or by contacting Burlyn Forrester at the Company.

Brokers, banks, or other nominees who wish to participate in
the Plan on behalf of their clients may request special
participation by submitting the Enrollment Card to the Plan
Administrator. In addition, any nominee must certify to the
Company the name and address of (and number of shares of Common
Stock held for) each beneficial owner on whose behalf such
participation is authorized and agree to advise the Company of
any changes in such beneficial ownership.

7. WHEN MAY AN ELIGIBLE SHAREHOLDER ENROLL?

You may enroll at any time. After receipt of the Enrollment
Card, the Plan Administrator will open an account for you under
the Plan. The Plan Administrator will credit to your account all
cash dividends received from the Company under the Plan on the
next dividend payment date if the Enrollment Card is received at
least one business day before the record date of any the
dividend. All optional cash payments will be immediately
credited to your Plan account.

8. WHEN WILL THE PLAN ADMINISTRATOR BEGIN PURCHASING
COMMON STOCK UNDER THE PLAN FOR MY ACCOUNT?

Shares will be purchased by the Plan Administrator for your
account promptly on or after each dividend payment date, except
where, in the opinion of the Plan Administrator or the Company's
legal counsel, these purchases are restricted by applicable state
or federal securities laws. All cash dividends paid to the Plan
Administrator for the benefit of Plan Participants must be
invested within 30 days of each dividend payment date. All
optional cash payments will be invested on the next dividend
payment date. However, if the Plan Administrator receives an
optional cash payment more than 30 days before the next dividend
reinvestment date, the payment will be returned to you. Your
account will be credited with a fractional share computed to
three decimal places.

The Company's regular dividend payment dates are January 30,
April 30, July 30, and October 30. The record date for
determining shareholders who receive regular dividends normally
precedes the regular dividend payment date by 10 days.

13<PAGE>
PURCHASES UNDER THE PLAN

9. HOW WILL SHARES OF COMMON STOCK BE ACQUIRED UNDER THE
PLAN?

Shares for the Plan will be acquired from the Company to the
extent available. The balance will be purchased by the Plan
Administrator in the open market or in negotiated transactions,
or by a combination of the foregoing. The Plan Administrator
will apply the combined funds of all Plan Participants to the
purchase of such shares of Common Stock as soon as practicable on
or after the dividend payment date. Certificates for shares
purchased from the Company will be delivered to the Plan
Administrator registered in the name of the Plan Administrator or
in the name of its nominee.

The decision to have shares purchased for the Plan in the
open market will be made by the Company in its sole discretion
based on general market conditions, the relationship between
purchase price and book value per share, regulatory requirements,
and other factors deemed relevant by the Company.

10. HOW MANY SHARES WILL BE PURCHASED?

The number of shares that will be purchased for your account
will depend on the amount of the cash dividends you reinvest, any
optional cash payments made by you and the purchase price of
Common Stock, as more fully described in QUESTION 11. Your Plan
account will be credited with the number of shares (including any
fractional share computed to three decimal places) that results
from dividing the amount of any cash dividends you reinvest, plus
your optional cash payments, by the purchase price. In addition,
cash dividends on all shares credited to your Plan account,
including fractional shares, will be automatically reinvested in
additional shares of Common Stock until such shares are sold or
withdrawn from your Plan account.

The Plan does not represent a change in the Company's
dividend policy or a guarantee of future dividends. The Board of
Directors of the Company will continue to determine dividends
based on the Company's earnings, financial condition, and other
factors.

11. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED
UNDER THE PLAN?

Purchases for the Plan may occur at various times and at
various purchase prices with respect to a particular dividend
payment date. Cash dividends and optional cash payments credited
to your account will be commingled with the cash dividends and
optional cash payments credited to all accounts under the Plan.

* If purchases are made in the open market, the price to be
paid for shares of Common Stock will be equal to the
average price of all shares of Common Stock purchased
in the open market for Plan Participants with respect
to a particular dividend payment date.

* If purchases are made in newly-issued shares, from shares
held in treasury of the Company or in negotiated
transactions, the purchase price of Common Stock will
be the average of the high and low sales price of the

14<PAGE>
Common Stock on the Nasdaq Stock Market or on any
exchange on which the Common Stock is then traded on
the date the shares are purchased (or, if no trade
occurred on the Nasdaq Stock Market or any exchange on
that date, on the preceding day when a trade occurred).

* If the Common Stock is not then registered on an exchange,
the price for the shares of Common Stock purchased from
the Company or in negotiated transactions will be
determined by the average price of all sales handled by
the Company's designated market makers for the
preceding calendar quarter.

OPTIONAL CASH PAYMENTS

12. WHEN AND HOW CAN OPTIONAL CASH PAYMENTS BE MADE?

A Plan Participant can make optional cash payments by
sending the Plan Administrator a check or money order with the
form provided with the Enrollment Card and each periodic report.
PLEASE DO NOT SEND CASH.

Optional cash payments received at least one business day
before the record date will be applied to the purchase of shares
on or after the next dividend payment date. Optional cash
payments received more than 30 days before the next date that
cash dividends are invested by the Plan Administrator will be
returned. The Company recommends that optional cash payments be
sent so as to be received shortly before the 5th business day
before a dividend payment date. NO INTEREST WILL BE PAID ON
OPTIONAL CASH PAYMENTS PENDING INVESTMENT.

13. WHAT ARE THE LIMITATIONS ON OPTIONAL CASH PAYMENTS?

Each optional cash payment must be at least $25, and cannot
exceed $2,500 per calendar quarter. The same amount of money
need not be sent each quarter. Optional cash payments from
foreign Plan Participants must be made in U.S. Dollars.

You must be a Plan Participant to be eligible to make cash
contributions under the Plan. So long as cash dividends on
shares held in your Plan account are reinvested, you may make
optional cash payments.

14. UNDER WHAT CIRCUMSTANCES WILL AN OPTIONAL CASH PAYMENT
BE RETURNED?

Your optional cash payment will be returned to you upon
written request received by the Plan Administrator at least 48
hours before the next dividend reinvestment date. Any optional
cash payment received more than 30 days before a dividend
reinvestment date will also be returned to you.

COSTS

15. ARE THERE ANY EXPENSES TO PLAN PARTICIPANTS IN
CONNECTION WITH PURCHASES UNDER THE PLAN?

There are no brokerage commissions or other charges to Plan
Participants in connection with purchases under the Plan. All
costs of administration of the Plan will be paid by the Company.

15<PAGE>
REPORTS TO PLAN PARTICIPANTS

16. WHEN WILL REPORTS BE SENT TO PLAN PARTICIPANTS?

The Plan Administrator will promptly mail to you a statement
confirming each purchase of Common Stock under the Plan. These
statements are your continuing record of current activity and the
purchase price of your shares of Common Stock under the Plan, and
should be retained for tax purposes. In addition, you will
receive copies of communications sent to all shareholders of the
Company, including the Company's Annual Report to Shareholders,
its Notice of Annual Meeting and Proxy Statement, and other
information for income tax purposes.

SHARE CERTIFICATES

17. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?

Certificates will not be issued to you for shares credited
to your Plan account. Shares purchased through the Plan will be
credited to your Plan account, but they will not be registered in
your name. Instead, they will be registered in the name of the
Plan Administrator or its nominee.

The number of shares credited to your Plan account will be
shown on the periodic report of your account. This method of
processing the purchase of the shares under the Plan protects
against loss, theft, or destruction of the certificates, permits
ownership of fractional shares, and reduces the administrative
costs of the Plan.

At any time, you may request in writing that the Plan
Administrator send you a certificate for all or some of the whole
shares credited to your Plan account. The request should be
mailed to the Plan Administrator at the address shown in QUESTION
6. Certificates for fractional shares will not be issued under
any circumstances, but cash payments will be made as described in
QUESTION 19.

18. MAY SHARES IN A PLAN ACCOUNT BE PLEDGED?

No. Shares credited to your Plan account may not be pledged
or assigned, and any such purported pledge or assignment shall be
void. If you wish to pledge or assign such shares, you must
withdraw such shares from your Plan account.

TERMINATION OF PARTICIPATION IN THE PLAN AND WITHDRAWAL OF SHARES

19. HOW CAN A PLAN PARTICIPANT TERMINATE PARTICIPATION IN
THE PLAN OR WITHDRAW SOME OF THE SHARES CREDITED TO THE PLAN
ACCOUNT?

You may direct the Plan Administrator, in writing, at any
time to discontinue your participation in the Plan. You may also
withdraw all or some of the shares credited to your Plan account
by notifying the Plan Administrator in writing and specifying the
number of shares to be withdrawn. This notice should be mailed
to the Plan Administrator at the address shown in QUESTION 6.
Any remaining whole and fractional shares will continue to be
credited to your Plan account.

16<PAGE>
If the request to terminate your participation in the Plan
or withdraw shares is not received at least ten business days
before the record date for a cash dividend payment, any amount
paid on the dividend payment date will be reinvested pursuant to
the Plan and the termination or withdrawal request will be
processed as soon as practicable after the dividend payment date.

When a Plan Participant terminates his participation in the
Plan or upon termination of the Plan by the Company, certificates
for full shares of Common Stock credited to a Plan Participant's
account under the Plan will be issued and a cash payment will be
made for any fractional share. Upon request, the Plan
Administrator will sell full shares held by a Plan Participant
and pay the proceeds of such sale to the Plan Participant after
deducting any nominal service and brokerage fees.

The sale will generally be made by the Plan Administrator in
the open market within five business days after receipt of the
request. Any fractional interests in shares may be aggregated
and sold with those of other terminating Plan Participants. The
proceeds to each Plan Participant will be the average sales price
of all shares so aggregated and sold, less any service and
brokerage fees.

Any optional cash payment received by the Plan Administrator
before receipt of notice to discontinue dividend reinvestment
will be invested pursuant to the Plan, unless return of the
payment is requested in a written notice received at least 48
hours before the next dividend reinvestment date following the
Plan Administrator's receipt of the cash contribution. Any
optional cash payment will also be returned to you if the Plan
Administrator is required by law to do so.

FEDERAL INCOME TAX CONSEQUENCES TO PLAN PARTICIPANTS

20. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN?

In general, Plan Participants will have the same federal
income tax consequences relating to cash dividends on their
shares as any other holder of Common Stock.

A Plan Participant will be treated for federal income tax
purposes as having received on each dividend payment date the
full amount of the cash dividend payable on that dividend payment
date with respect to shares registered in the Plan Participant's
name and shares held for the Plan Participant's account under the
Plan, even though this amount is not received by the Plan
Participant in cash. This amount is increased by the amount of
any brokerage commissions and service charges on open market
purchases paid by the Company on the Plan Participant's behalf.

A Plan Participant's federal income tax basis for shares
acquired under the Plan with reinvested cash dividends, or with
optional cash payments, will be the purchase price of such shares
on the date of purchase, or the amount of such optional cash
payments, as applicable, increased by the amount of any brokerage
commissions and service charges on open market purchases paid by
the Company on the Plan Participant's behalf. The information
sent to you and the Internal Revenue Service will show the amount
paid on your behalf.

Plan Participants will not realize any taxable income when
they receive certificates for whole shares credited to their
accounts under the Plan, either upon request for such
certificates or upon withdrawal from or termination of the Plan.
However, Plan Participants who receive, upon withdrawal from or
termination of the Plan, a cash payment for any full share then
sold for them or for a fractional share then held in their
account will realize a gain or loss measured by the difference
between the amount of the cash which they receive and the tax
basis of such share or fraction.

17
<PAGE>
For foreign Plan Participants who elect to have their cash
dividends reinvested and whose cash dividends are subject to
United States income tax withholding, an amount equal to the cash
dividends payable to such Plan Participants, less the amount of
tax required to be withheld, will be applied to the purchase of
Common Stock under the Plan.

Federal tax law imposes certain reporting requirements upon
brokers and certain other parties. As a result, the Plan
Administrator will be required to report to the Internal Revenue
Service and you any sales of Common Stock by the Plan
Administrator for your Plan account. If your cash dividends
become subject to federal backup withholding tax, cash dividends
reinvested for you under the Plan will be reduced by the amount
of tax required to be withheld.

The foregoing is only an outline of the Company's
understanding of some of the applicable tax provisions and may
differ depending on a Plan Participant's particular circumstance.
For further information on the tax consequences, including any
future changes in applicable laws and regulations, and
interpretations thereof, you should consult your own tax advisor.

OTHER PROVISIONS OF THE PLAN

21. WHAT HAPPENS IF THE COMPANY DECLARES A STOCK DIVIDEND
OR A STOCK SPLIT?

Shares of Common Stock distributed by the Company pursuant
to a stock dividend or a stock split with respect to shares of
Common Stock credited to your Plan account will be added to your
Plan account.

22. HOW WILL A PLAN PARTICIPANT'S SHARES CREDITED TO A PLAN
ACCOUNT BE VOTED AT SHAREHOLDERS' MEETINGS?

Shares credited to your Plan account will be voted as you
direct. A proxy card will be sent to you in connection with any
annual or special meeting of shareholders. This proxy will apply
to all shares owned by you, including shares credited to your
Plan account, and, if properly signed, will be voted in
accordance with the instructions that you give on the proxy card.

23. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE PLAN
ADMINISTRATOR UNDER THE PLAN?

The Company, the Plan Administrator and its nominee(s) are
not liable for any act or any failure to act provided they have
done so in good faith, including (a) any claim of liability
arising out of the failure to terminate a Plan account upon a Plan
Participant's death (before receipt of written notice of such death),
or (b) any loss due to the timing, price, or the terms of any
purchase or sale, or with respect to any loss or fluctuation in
the market value after any purchase of shares.

PLAN PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY
NOR THE PLAN ADMINISTRATOR CAN ASSURE THEM OF A PROFIT OR PROTECT
THEM AGAINST A LOSS ON SHARES PURCHASED OR SOLD UNDER THE PLAN.

24. MAY THE PLAN BE CHANGED OR DISCONTINUED?

The Company may change or discontinue the Plan at any time.
The Company also reserves the right to appoint a new Plan

18<PAGE>
Administrator at any time. Plan Participants will be notified of
any change to, or discontinuance of, the Plan. Any change to, or
discontinuance of, the Plan will be effective at the time of
adoption by the Company regardless of the time that Plan
Participants receive notice.

If the Company discontinues the Plan and does not establish
a new plan, any uninvested optional cash payments will be
returned, a certificate for whole shares credited to your Plan
account will be issued, and a cash payment will be made for any
fractional share credited to your account. However, Plan
Participants will be enrolled automatically in any new dividend
reinvestment and common stock purchase plan established by the
Company. Shares credited to prior Plan accounts will be
credited automatically to the new plan accounts, unless notice is
received to the contrary.

The Company also reserves the right to terminate any
shareholder's participation in the Plan at any time.

25. HOW MAY SHAREHOLDERS OBTAIN ANSWERS TO OTHER QUESTIONS
REGARDING THE PLAN?

Shareholders may obtain answers to other questions
concerning the Plan by writing or calling the Plan Administrator.
See QUESTION 6 for the Plan Administrator's address and telephone
number.

26. HOW IS THE PLAN TO BE INTERPRETED?

The Plan, the Enrollment Card signed by Plan Participants,
and the Plan Participants' Plan accounts shall be governed by and
construed in accordance with the laws of Georgia and applicable
state and federal securities laws. Any question of
interpretation arising under the Plan will be determined by the
Company, and any such determination will be final.

The Company may adopt rules and regulations to facilitate
the administration of the Plan.

27. WHAT ARE SOME OF THE RESPONSIBILITIES OF PLAN
PARTICIPANTS?

You have no right to draw checks or drafts against your Plan
account. You also may not give instructions to the Plan
Administrator with respect to any shares of Common Stock or cash
held in your Plan account, except as expressly provided herein.
You should notify the Plan Administrator promptly in writing of
any change of address. Notices to Plan Participants will be
given by letter addressed at their last address of record with
the Plan Administrator.

19
<PAGE>
PART I

INFORMATION REQUIRED IN PROSPECTUS

USE OF PROCEEDS

If shares of Common Stock for the Plan are purchased from
newly-issued shares of Common Stock or from treasury shares of
the Company, the Company intends to apply the proceeds received
in such sales for general corporate purposes. The Company does
not know precisely the number of shares of Common Stock that it
will ultimately sell pursuant to the Plan or the prices at which
those shares will be sold, and therefore cannot determine the
amount of proceeds that will be generated. If shares of Common
Stock are purchased by the Plan in the open market or in
negotiated transactions, the Company will not receive any
proceeds from these purchases.

EXPERTS

The consolidated financial statements incorporated in this
Prospectus by reference from the Bank's Annual Report, have been
audited by Mauldin and Jenkins, LLC, certified public
accountants, as stated in their report incorporated by reference
therein and incorporated herein by reference, and have been so
included in reliance upon the report of such firm upon their
authority as experts in accounting and auditing.

LEGAL MATTERS

The validity of the shares offered by this Prospectus will
be passed upon for the Company by Hulsey, Oliver & Mahar, LLP,
200 E. E. Butler Parkway, Gainesville, Georgia 30503. Partners
and associates of Hulsey, Oliver & Mahar, LLP owned 66,299 shares
of the Common Stock as of September 22, 1998.

INDEMNIFICATION

Directors, officers, employees, and agents of the Company
are entitled to indemnification as expressly permitted by the
provisions of the Georgia Business Corporation Code, the
Company's Articles of Incorporation and Bylaws, as amended, and
the Company's liability insurance.

Article 7 of the Company's Articles of Incorporation
provides that the Company may indemnify or obligate itself to
indemnify officers and directors of the Company for their actions
as such to the maximum extent permitted by law.

20<PAGE>
gross negligence, willful misconduct or criminal acts in the
performance of his duties to the Company, or to such other firm,
corporation, trust, organization, or enterprise. In addition, no
person will be so indemnified or reimbursed in relation to any
matter in such action, suit, or proceeding which has been the
subject of a compromise settlement, except with the approval of
(i) a court of competent jurisdiction, (ii) the holders of record
of a majority of the outstanding shares of Common Stock, or (iii)
a majority of the members of the Board of Directors then holding
office, excluding the votes of any directors who are parties to
the same or substantially the same action, suit, or proceeding.
The foregoing right of indemnification or reimbursement is not
exclusive of other rights to which such person may be entitled as
a matter of law.

Section 14-2-851 of the Georgia Business Corporation Code
places certain limitations on the authority of the Company to
indemnify its directors, officers and other individuals engaged
by the Company. Under Georgia law, the Company may not indemnify
an individual unless that individual conducted himself in good
faith. In addition, such individual must have reasonably
believed that (i) in the case of conduct in his official
capacity, that such conduct was in the best interests of the
Company, (ii) in all other cases, that such conduct was at least
not opposed to the best interests of the Company, and (iii) in
the case of criminal proceedings, that such conducted was not
unlawful. The termination of a proceeding by a judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or
its equivalent, is not, in itself, determinative that an
individual did not meet this standard. The Company also may not
indemnify any individual if that person is found to be liable on
the basis that a personal benefit was improperly received by him,
whether or not involving action in his official capacity.

Insofar as indemnification under the Securities Act may be
permitted to directors, officers and controlling person of the
Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF ANY OFFER TO BUY, COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF, OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.

21
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The Company will pay the expenses of issuance and
distribution of this Registration Statement and related
Prospectus. Estimated expenses in connection with the issuance
and distribution of the securities covered by the Registration
Statement are as follows:

Registration Fee Under Securities Act of 1933 $ 253.70
Printing, Engraving and Reproduction $ 4,000.00
Legal Fees and Expenses $11,000.00
Accounting Fees and Expenses $ 1,200.00
Administration Fees $ 0.00
----------
TOTAL $16,453.70
==========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 9 of the Bylaws of the Company provides that any
person, his heirs, executors, or administrators, may be
indemnified or reimbursed by the Company for reasonable expenses
actually incurred in connection with any action, suit, or
proceeding, civil or criminal, to which he is a party by reason
of the fact that he is or was a director, trustee, officer,
employee, or agent of the Company, or that he is or was serving,
at the request of the Company, as a director, trustee, officer,
employee, or agent of another firm, corporation, trust, or other
organization or enterprise. However, no person will be so
indemnified or reimbursed if he is adjudged guilty or liable for
gross negligence, willful misconduct or criminal acts in the
performance of his duties to the Company, or to such other firm,
corporation, trust, organization, or enterprise. In addition, no
person will be so indemnified or reimbursed in relation to any
matter in such action, suit, or proceeding which has been the
subject of a compromise settlement, except with the approval of
(i) a court of competent jurisdiction, (ii) the holders of record
of a majority of the outstanding shares of Common Stock, or (iii)
a majority of the members of the Board of Directors then holding
office, excluding the votes of any directors who are parties to
the same or substantially the same action, suit, or proceeding.
The foregoing right of indemnification or reimbursement is not
exclusive of other rights to which such person may be entitled as
a matter of law.

22<PAGE>
Company, (ii) in all other cases, that such conduct was at least
not opposed to the best interests of the Company, and (iii) in
the case of criminal proceedings, that such conducted was not
unlawful. The termination of a proceeding by a judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or
its equivalent, is not, in itself, determinative that an
individual did not meet this standard. The Company also may not
indemnify any individual if that person is found to be liable on
the basis that a personal benefit was improperly received by him,
whether or not involving action in his official capacity.

ITEM 16. EXHIBITS

The following exhibits are filed as part of this
Registration Statement:

Exhibit
Number

3(a) Articles of Incorporation of the Company

3(b) Bylaws of the Company

5 The opinion of Hulsey, Oliver & Mahar, LLP as to the
legality of the securities being registered

23(a) Consent of Hulsey, Oliver & Mahar, LLP (included in exhibit 5)

23(b) Consent of Mauldin & Jenkins, LLC

99 Dividend Reinvestment and Share Purchase Plan of GB&T
Bancshares, Inc.

ITEM 17. UNDERTAKINGS

(A) RULE 415 OFFERING

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) that, 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 is on
Form S-3 or Form S-8, and the information required to

23<PAGE>
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 Securities Exchange Act of 1934 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 in the initial bona
fide offering thereof.

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

(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS
BY REFERENCE.

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.

24
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
as amended, the Company certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Gainesville, state of Georgia, on this
24th day of September, 1998.

GB&T BANCSHARES, INC.

By: /s/ Richard A. Hunt, Jr.
Richard A. Hunt, Jr.
President

Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by
the following persons in the capacities and on the date
indicated.

/s/ Richard A. Hunt, Jr. Date: September 24, 1998
Richard A. Hunt, Jr., President,
Chief Executive
Officer and Director

/s/ Gregory L. Hamby Date: September 24, 1998
Gregory L. Hamby, Senior Vice
President

/s/ F. Abit Massey Date: September 24, 1998
F. Abit Massey, Chairman and
Director

/s/ Philip A. Wilheit Date: September 24, 1998
Philip A. Wilheit, Vice-Chairman
and Director

/s/ Samuel L. Oliver Date: September 24, 1998
Samuel L. Oliver, Secretary and
Director

/s/ Donald J. Carter Date: September 24, 1998
Donald J. Carter, Director

--------------------------- Date: September 24, 1998
J. Grady Coleman, Director

--------------------------- Date: September 24, 1998
John W. Darden, Director

/s/ Bennie E. Hewett Date: September 24, 1998
Bennie E. Hewett, Director

25
<PAGE>
--------------------------------- Date: September 24, 1998
John E. Mansfield, Sr., Director

/s/ Alan A. Wayne Date: September 24, 1998
Alan A. Wayne, Director

<PAGE>
INDEX TO EXHIBITS
Exhibit
Number

3(a) Articles of Incorporation of the Company

3(b) Bylaws of the Company

5 The opinion of Hulsey, Oliver & Mahar, LLP as to the
legality of the securities being registered

23(a) Consent of Hulsey, Oliver & Mahar, LLP (included in exhibit 5)

23(b) Consent of Mauldin & Jenkins, LLC

99 Dividend Reinvestment and Share Purchase Plan of GB&T
Bancshares, Inc.

Exhibit 3(a)
ARTICLES OF INCORPORATION
OF
GB&T BANCSHARES, INC.

The name of the Bank shall be GB&T Bancshares, Inc..

The corporation has authority to issue not more than Two
Million (2,000,000) shares of $5.00 par value stock that together
have unlimited voting rights and are entitled to receive the net
assets of the corporation upon dissolution.

The initial registered office of the corporation is 500
Jesse Jewell Parkway, Gainesville, Georgia 30501. The initial
registered agent of the corporation at such office is Richard A. Hunt.

The name and address of the incorporator is Samuel L. Oliver,
200 E. E. Butler Parkway, Gainesville, Georgia 30501.

The initial principal office of the corporation is located in
Hall County, Georgia at 500 Jesse Jewell Parkway, Gainesville,
Georgia 30501.

The initial Board of Directors shall consist of one person,
whose name and address is:

Richard A. Hunt
500 Jesse Jewell Parkway
Gainesville, Georgia 30501

Thereafter, the number of directors shall not be less than seven
(7) nor more than twenty-five (25), which number shall be fixed as
provided by law.

<PAGE>
7.

The corporation may indemnify or obligate itself to
indemnify officers and directors of the corporation for their
actions as such to the maximum extent permitted by law.

The shareholders shall be entitled to preemptive rights
pursuant to O.C.G.A. Section 14-2-630 (c), except as is otherwise
limited by law.

IN WITNESS WHEREOF, the undersigned incorporator has executed
these Articles of Incorporation this 14th day of August, 1997.

/s/ Samuel L. Oliver
Samuel L. Oliver, Incorporator
<PAGE>
ARTICLES OF AMENDMENT OF
GB&T BANCSHARES, INC.

The name of the Corporation is "GB&T BancShares, Inc."

II.

Effective the date hereof, the Articles of Incorporation of
GB&T BancShares, Inc. are amended by changing Article 7 to read as
follows:

"The aggregate number of shares which the Corporation shall
have the authority to issue is ten million (10,000,000), all of
which shall be common shares of one class only, each share having
a par value of five ($5) Dollars per share."

All other provisions of the Articles of Incorporation shall
remain in full force and effect.

III.

This Amendment shall change the number of authorized shares
from the maximum of 2,000,000 shares to a maximum of 10,000,000
shares.

IV.

This Amendment was unanimously adopted and approved by the
Board of Directors of GB&T BancShares, Inc. on June 8, 1998, in
accordance with the provisions of the Georgia Business Corporations
Code.

<PAGE>
The Amendment was approved by a majority vote of the shareholders
on June 15, 1998.

WITNESS our hands and seals as of the 8th day of
July, 1998.

GB&T BancShares, INC.,
a Georgia Corporation

By: /s/ F. Abit Massey
F. Abit Massey, Chairman

Attest: /s/ Samuel L. Oliver
Samuel L. Oliver, Secretary

Exhibit 3(b)
BYLAWS OF GB&T BANCSHARES, INC.

ARTICLE ONE

Officers

1.1 REGISTERED OFFICE. The Holding Company shall maintain a

registered office in the county in the State of Georgia where the

Holding Company is authorized to conduct its general business.

Unless the Board of Directors designates otherwise, the Holding

Company's main office shall be the registered office.

1.2 OTHER OFFICES. In addition to its registered office, the

Holding Company also may have offices at such other place or places

as the Board of Directors may from time to time select, or as the

business of the Holding Company may require or make desirable,

subject to the banking and/or corporation laws of the State.

ARTICLE TWO

Shareholders' Meetings

2.1 PLACE OF MEETINGS. Meetings of the shareholders of the

Holding Company may be held at any place within (or without) the

State of Georgia, as set forth in the notice thereof, or, in the

event of a meeting held pursuant to waiver of notice, as set forth

in the waiver, or, if no place is so specified, at the registered

office of the Holding Company.

2.2 ANNUAL MEETINGS. The annual meeting of the shareholders

of the Holding Company shall be held on the second Monday in May

unless that day is a legal holiday, and in that event on the next

succeeding business day, for the purpose of electing directors and

1<PAGE>
transacting any and all business that may properly come before the

meeting. The Board of Directors may postpone any annual meeting,

for not more than (7) days, for cause, upon not less than (10)

days' written notice to all shareholders.

2.3 SUBSTITUTE ANNUAL MEETINGS. If the annual meeting is not

held on the day designated in Section 2.2, any business, including

the election of directors, which might properly have been acted

upon at that meeting, may be transacted at any subsequent

shareholders' meeting held pursuant to these bylaws or held

pursuant to a court order requiring a substitute annual meeting.

2.4 SPECIAL MEETINGS. Special meetings of shareholders or a

special meeting in lieu of the annual meeting of shareholders shall

be called by the Holding Company upon the written request of the

holders of twenty-five (25%) percent or more of all the shares of

capital stock of the Holding Company entitled to vote in an

election of directors. Special meetings of the shareholders or a

special meeting in lieu of the annual meeting of shareholders may

be called at any time by the Board of Directors.

2.5 NOTICE OF MEETINGS. Unless waived as contemplated in

Section 5.2 or by attendance at the meeting, either in person or by

proxy, for any purpose other than to object to the transaction of

business, a written or printed notice of each shareholders' meeting

stating the place, day and hour of the meeting shall be delivered

not less than ten (10) days, nor more than fifty (50) days before

the date thereof, either personally, by mail, or by telegram,

charges prepaid by or at the direction of the President, the

Secretary, or the officer or persons calling the meeting, to each

2<PAGE>
shareholder of record entitled to vote at such meeting. In the

case of an annual or substitute annual meeting, the notice of the

meeting need not state the purpose or purposes of the meeting

unless the purpose or purposes constitute a matter which the

Financial Institutions Code of Georgia requires to be stated in the

notice of the meeting. In the case of a special meeting, the

notice of the meeting shall state the general nature of the

business to be transacted.

2.6 QUORUM. At all meetings of the shareholders, the

presence in person or by proxy of the holders of more than one-half

(1/2) of the shares outstanding and entitled to vote shall

constitute a quorum. If a quorum is present, a majority of the

shares represented at the meeting and entitled to vote on the

subject matter shall determine any matter coming before the meeting

unless a different vote is required by the Financial Institutions

Code of Georgia, the Corporation Code of Georgia, by the Articles

of Incorporation of the Holding Company or by these bylaws. The

shareholders at a meeting at which a quorum is once present may

continue to transact business at the meeting or at any adjournment

thereof, notwithstanding the withdrawal of enough shareholders to

leave less than a quorum. If a meeting cannot be organized for

lack of a quorum, those shareholders present may adjourn the

meeting to such time and place as they may determine. In the case

of a meeting for the election of directors which is twice adjourned

for lack of a quorum, those shareholders present may adjourn the

meeting to such time and place as they may determine. In the case

of a meeting for the election of directors which is twice adjourned

3<PAGE>
for lack of a quorum, those present at the second of such adjourned

meetings, of which notice has been given in writing to

shareholders, shall constitute a quorum for the election of

directors without regard to the other quorum requirements of the

Financial Institutions Code of Georgia, the Corporation Code of

Georgia, the Articles of Incorporation of the Holding Company, or

these bylaws.

2.7 VOTING OF SHARES. Each outstanding share having voting

rights shall be entitled to one (1) vote on each matter submitted

to a vote at an meeting of shareholders. Voting on all matters may

be by voice vote or by show of hands unless any qualified voter,

prior to the voting on any matter, demands vote by ballot, in which

case each ballot shall state the name of the shareholder voting and

the number of shares voted by him, and if such ballot be cast by

proxy, it shall also state the name of such proxy.

2.8 PROXIES. A shareholder entitled to vote pursuant to

Section 2.7 may vote in person or by proxy executed in writing by

the shareholder or by his attorney in fact. A proxy shall not be

valid after eleven (11) months from the dated of its execution,

unless a longer period is expressly stated therein. If the

validity of any proxy is questioned it must be submitted to the

secretary of the shareholders' meeting for examination or to a

proxy officer or committee appointed by the person presiding at the

meeting. The secretary of the meeting or, if appointed, the proxy

officer or committee, shall determine the validity or invalidity of

any proxy submitted and references by the secretary in the minutes

of the meeting to the regularity of a proxy shall be received as

4<PAGE>
prima facie evidence of the facts stated for the purpose of

establishing the presence of a quorum at such meeting and for all

other purposes.

2.9 PRESIDING OFFICER. The Chairman of the Board of

Directors, or, in his absence the Vice Chairman of the Board, or,

in the absence of a Chairman or Vice Chairman of the Board of

Directors, the President, shall serve as chairman of every

shareholders' meeting unless some other person is elected to serve

as chairman by a majority vote of the shares represented at the

meeting. The chairman shall appoint such persons as he deems

required to assist with the meeting.

2.10 ADJOURNMENTS. Any meeting of the shareholders, whether

or not a quorum is present, may be adjourned by the holders of a

majority of the shares represented at the meeting to reconvene at

a specific time and place. Except as otherwise provided by Section

2.6, it shall not be necessary to give any notice of the reconvened

meeting or of the business to be transacted, if the time and place

of the reconvened meeting are announced at the meeting which was

adjourned. At any such reconvened meeting, any business may be

transacted which could have been transacted at the meeting which

was adjourned.

2.11 ACTION OF SHAREHOLDERS WITHOUT A MEETING. Any action

required by the Financial Institutions Code of Georgia or

Corporation Code of Georgia, as applicable, to be taken at a

meeting of the shareholders, or any action which may be taken at a

meeting of the shareholders, may be taken without a meeting if a

written consent, setting forth the action so taken, shall be signed

5<PAGE>
by each of the shareholders entitled to vote with respect to the

subject matter thereof. Upon filing with the officer of the

Holding Company having custody of its books and records, such

consent shall have the same force and effect as a unanimous vote of

the shareholders at a special meeting called for the purpose of

considering the action authorized.

ARTICLE THREE

The Board of Directors

3.1 GENERAL POWERS. The business and affairs of the Holding

Company shall be managed by the Board of Directors. In addition to

the powers and authority expressly conferred upon it by these

bylaws, the Board of Directors may exercise all such powers of the

Holding Company and do all such lawful acts and things as are not

by law, any legal agreement among shareholders, the Articles of

Incorporation, or these bylaws, directed or required to be

exercised or done by the shareholders.

3.2 REQUIREMENTS. Each director of the Holding Company shall

be a United States citizen, and at least sixty (60%) percent of the

directors shall reside in the State of Georgia and in the county in

which the registered office of the Holding Company is located, or

within forty (40) miles of any office of the Holding Company. Each

director shall maintain on file with the chief executive officer of

the Holding Company a financial statement on forms prescribed by

the Department of Banking and Finance. Such financial statement

shall be revised annually, but in no event shall the statement on

file be more than eighteen (18) months old. At the discretion of

the Board of Directors, such financial statements may be maintained

6<PAGE>
in sealed envelopes available for inspection only by State or

Federal examiners.

3.3 NUMBER, ELECTION AND TERM OF OFFICE. The Board of

Directors of the Holding Company shall consist of not less than

five (5), nor more than twenty-five (25) persons, with the exact

number within such minimum and maximum lists to be fixed and

determined from time to time by resolution of the Board of

Directors. The Board of Directors may increase or decrease the

number of directors by not more than two (2) in any one year, so

long as such increase or decrease does not place the number of

directors at less than five (5), nor more than twenty-five (25).

Except as provided in Section 3.6, the directors shall be elected

by the affirmative vote of a majority of the shares represented at

the annual meeting or shareholders. Each director, except in the

case of his earlier death, resignation, retirement,

disqualification, or removal, shall serve until the next succeeding

annual meeting and thereafter until his successor shall have been

elected and qualified.

3.4 REMOVAL. The entire Board of Directors or any individual

director may be removed from office with or without cause by the

affirmative vote of the holders of a majority of the shares

entitled to vote at an election of directors. In addition, the

Board of Directors may remove a director from office if such

director is adjudicated an incompetent by a court, if he is

convicted of a felony, if he files for protection from creditors

under bankruptcy laws, if he does not, within sixty (60) days of

his election, accept the office in writing or by attendance at a

7<PAGE>
meeting of the Board of Directors and fulfill any other

requirements for holding the office of director, or if he fails to

attend regular meetings of the Board of Directors for four (4)

consecutive meetings without having been excused by the Board of

Directors.

3.5 VACANCIES. A vacancy occurring in the Board of

Directors, whether caused by removal or otherwise and including

vacancies resulting form an increase in the number of directors,

may be filled for the unexpired term, and until the shareholders

shall have elected a successor, by the affirmative vote of a

majority of the directors remaining in office though less than a

quorum of the Board of Directors.

3.6 COMPENSATION. Directors may receive such compensation

for their services as directors as may from time to time be fixed

by vote of the Board of Directors. A director may also serve the

Holding Company in a capacity other than that of director and

receive compensation, as determined by the Board of Directors, for

services rendered in such other capacity. Provided, however, no

director shall be compensated from commissions derived from the

sale of credit related insurance (credit life, disability, accident

and health insurance, etc.) where premiums paid by a customer of a

bank held by the Holding Company for such insurance are financed by

a bank held by the Holding Company as a part of the credit

extended, or where purchase of the insurance is a condition

precedent to the granting of credit by a bank held by the Holding

Company.

3.7 COMMITTEES OF THE BOARD OF DIRECTORS. The Board of

8<PAGE>
Directors, by resolution adopted by a majority of the full Board of

Directors, may designate from among its members and executive

committee and one or more other committees, each consisting of

three (3) or more directors. Each committee shall have the

authority of the Board of Directors in regard to the business of

the Holding Company to the extent set forth in the resolution

establishing such committee, subject to the limitations set forth

in State and Federal laws and regulations.

3.8 HONORARY AND ADVISORY DIRECTORS. Except as otherwise

noted, when a director of the Holding Company attains the age of

seventy (70) or otherwise retires under the retirement policies of

the Holding Company as established from time to time by the Board

of Directors, such director automatically shall become an Honorary

Director of the Holding Company following his retirement. The

Board of Directors of the Holding Company also may appoint any

individual as 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 by this Section 3.8 may be compensated as

provided in Section 3.6, 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 4.5 and shall not have any

responsibility or be subject to any liability imposed upon a

director, or otherwise be deemed a director.

9<PAGE>
As to any person who has served continuously as Chairman of

the Board of Directors for a period of not less than ten years

prior to attaining age 70, the Board may extend retirement on a

year-to-year basis. In no event shall extensions go beyond age 72.

When a director attains mandatory retirement age, his term of

office shall extend to the annual stockholders' meeting next

following such birthday.

ARTICLE FOUR

Meetings of the Board of Directors

4.1 REGULAR MEETINGS. An annual organizational meeting of

the Board of Directors shall be held on the day of and after the

annual meeting of the shareholders of the Holding Company. In the

event the annual shareholders' meeting is not held as provided by

Sections 2.4 or 2.11, such organizational meeting shall be held as

herein provided for regular meetings. In addition, regular

meetings of the Board of Directors shall be established by them on

a set date of every month during the calendar year, except during

the month in which the organizational meeting of the Board of

Directors is held; provided, however, that the Board of Directors

and the President are authorized to cancel not more than two (2) of

such regular meetings, excluding the organizational meeting, during

each calendar year.

4.2 SPECIAL MEETINGS. Special meetings of the Board of

Directors may be called by or at the request of the President,

Chairman of the Board, or by any two (2) directors in the office at

the time.

10<PAGE>
4.3 PLACE OF MEETINGS. Directors may hold their meetings at

any place within (or without) the State of Georgia as the Board of

Directors may from time to time establish for regular meeting, or

as set forth in the notice of special meetings, or in the event of

a meeting held pursuant to waiver of notice, as set forth in the

waiver.

4.4 NOTICE OF MEETINGS. No notice shall be required for any

regular scheduled meeting of the directors of the Holding Company.

Unless waived as contemplated in Section 5.2, the President or

Secretary of the Holding Company, or any director thereof shall

give notice to each director of each special meeting stating the

time, place and purposes of the meeting. Such notice shall be

given by mailing notice of the meeting at least five (5) days

before the date of the meeting, or by telephone, telegram, or

personal delivery at least three (3) days before the date of the

meeting. Notice shall be deemed to have been given by telegram or

cablegram at the time notice is filed with the transmitting agency.

Attendance by a director at a meeting shall constitute a waiver of

notice of such meeting, except where a director attends a meeting

for the express purposes of objecting to the transaction of

business because the meeting is not lawfully called.

4.5 QUORUM. At meetings of the Board of Directors, more than

one-half (1/2) of the directors then in office shall be necessary

to constitute a quorum for the transaction of business.

4.6 VOTE REQUIRED FOR ACTION. Except as otherwise provided

in these bylaws, by the Holding Company's Articles of

Incorporation, or by law, the act of a majority of the directors

11<PAGE>
present at a meeting at which a quorum is present at the time shall

be the act of the Board of Directors.

4.7 ACTION BY DIRECTORS WITHOUT A MEETING. Any action which

may be taken at any meeting of the Board of Directors, or at any

meeting of a committee of directors, may be taken without a meeting

if a written consent thereto shall be signed by all directors, or

all the members of the committee, as the case may be, and if such

written consent is filed with the minutes of the proceedings of the

Board or committee. Such consent shall have the same force and

effect as a unanimous vote of the Board of Directors or the

committee.

ARTICLE FIVE

Notice and Waiver

5.1 PROCEDURE. Whenever these bylaws require notice to be

given to any shareholder or director, the notice shall be given as

prescribed in Section 2.5 or 4.4, whichever is applicable.

Whenever notice is given to a shareholder or director by mail, the

notice shall be sent first class mail by depositing the same in a

post office or letter box in a postage prepaid, sealed envelope,

addressed to the shareholder or director at his last known address,

and such notice shall be deemed to have been given at the time the

same is deposited in the United States Mail.

5.2 WAIVER. Except as limited by the Financial Institutions

Code of Georgia, whenever any notice is required to be given to any

shareholder or director by law, by the Articles of Incorporation,

or these bylaws, a waiver thereof in writing, signed by the

director or shareholder, whether before or after the meeting to

12<PAGE>
which the waiver pertains, shall be deemed equivalent thereto;

provided, however, that no such waiver shall apply by its terms to

more than one required notice.

ARTICLE SIX

Officers

6.1 NUMBER. The officers to the Holding Company shall

consist of a President and a Secretary. In addition, the Board of

Directors may from time to time elect or provide for the

appointment of such other officers or assistant officers as it

deems necessary for the efficient management of the Holding

Company, or as shall otherwise be required by law or regulation.

Any two or more offices may be held by the same person, except the

offices of President and Secretary. The Board of Directors shall

have the power to establish and specify the duties for all officers

of the Holding Company.

6.2 ELECTION AND TERM. All officers shall be elected by the

Board of Directors and shall serve at the will of the Board of

Directors and until their successors have been elected and have

qualified, or until their earlier death, resignation, removal,

retirement or disqualification. The Holding Company shall

immediately inform the Georgia Department of Banking and Finance in

writing of the election of any new chief executive officer.

6.3 COMPENSATION. The compensation of all officers of the

Holding Company shall be fixed by the Board of Directors, or by the

Executive Committee of the Board of Directors, if such committee is

designated as provided in Section 3.6 Provided, no officer shall

be compensated from commissions derived from the sale of credit

13<PAGE>
related insurance (credit life, disability, accident and health

insurance, etc.) where premiums paid by a customer of a bank held

by the Holding Company for such insurance are financed by the a

bank held by the Holding Company as part of the credit extended or

where purchase of the insurance is a condition precedent to the

granting of credit by a bank held by the Holding Company.

6.4 REMOVAL. Any officer or agent elected by the Board of

Directors may be removed by the Board of Directors with or without

any cause whenever in its judgment the best interests of the

Holding Company will be served thereby without prejudice to any

contract right of such officer. The Holding Company shall

immediately inform the Georgia Department of Banking and Finance in

writing of the names of any officers removed and the reasons for

such removal.

6.5 CHAIRMAN OF THE BOARD. The Board of Directors, in its

discretion, may elect a Chairman of the Board of Directors who

shall preside and act as chairman at all meetings of the

shareholders and the Board of Directors and who shall perform such

other duties as the Board of Director may from time to time direct.

6.6 PRESIDENT. The President shall be the chief executive

officer of the Holding Company and shall have the general control

and supervision over the business and affairs of the Holding

Company. He shall see that all orders and resolutions of the Board

of Directors are carried into effect. In the absence of a Chairman

of the Board of Directors (and Vice Chairman of the Board of

Directors if a Vice Chairman is provided for by the Board), the

President shall preside and act as chairman of all meetings of the

14<PAGE>
shareholders and the Board of Directors. He also shall perform

such other duties as may be delegated to him from time to time by

the Board of Directors.

6.7 OFFICER IN PLACE OF PRESIDENT. The Board of Directors

may designate an officer who shall, in the absence or disability of

the President, or at the time of direction of the President,

perform the duties and exercise the powers of the President.

6.8 SECRETARY. The Secretary shall keep accurate records of

the acts and proceedings of all meetings of shareholders, directors

and committees of directors. He shall have authority to give all

notices required by law or these bylaws. He shall be custodian of

the corporate books, records, contract and other documents. The

Secretary may affix the Holding Company's seal to any lawfully

executed documents requiring it and shall sign such instruments as

may require his signature.

6.9 BONDS. Any director who is authorized to handle money or

negotiable assets on behalf of the Holding Company and all officers

and employees of the Holding Company shall be bonded by a regularly

incorporated surety company authorized to do business in the State

of Georgia, and the Holding Company shall pay the cost of such

bonds. The form, amount and surety of such bonds shall be approved

by the Board of Directors and shall be subject to any additional

requirements of the Georgia Department of Banking and Finance.

6.10 REIMBURSEMENT BY OFFICERS. Any payments made to an

officer of the Holding Company such as salary, commission, bonus,

interest or rent, which shall be disallowed in whole or in part as

a deductible expense by the Internal Revenue Service, shall be

15<PAGE>
reimbursed by such officer to the Holding Company to the full

extent of such disallowance. It shall be the duty of the Board of

Directors to enforce payment of each such amount disallowed. In

lieu of payment by the officer, subject to the determination of the

Board of Directors, proportionate amounts may be withheld from his

future compensation payments until the amount owed to the Holding

Company has been recovered.

ARTICLE SEVEN

Dividends

7.1 TIME AND CONDITIONS OF DECLARATION. Dividends upon the

outstanding shares of The Holding Company may be declared by the

Board of Directors at any regular or special meeting and paid in

cash or property only out of the retained earnings of the Holding

Company, only when the Holding Company meets the paid-in capital

and/or appropriated net earnings requirements of the Financial

Institutions Code of Georgia, and only in compliance with the

regulations of the Georgia Department of Banking and Finance

regarding payment of dividends.

7.2 SHARE DIVIDENDS - Treasure Shares. Dividends may be

declared by the Board of Directors and paid in the shares of the

Holding Company out of any treasury shares that have been

reacquired out of the capital funds of the Holding Company.

7.3 SHARE DIVIDENDS - UNISSUED SHARES. Dividends may be

declared by the Board of Directors and paid in the authorized but

unissued shares of the Holding Company out of any retained earnings

for the Holding Company; provided that such shares shall be issued

at not less than the par value thereof, and there shall be

16<PAGE>
transferred to capital stock at the time such dividend is paid an

amount of retained earnings at least equal to the aggregate par

value of the shares to be issued as a dividend, and after payment

of the dividend the Holding Company shall continue to maintain the

paid-in capital and/or appropriate retained earnings requirements

of the Financial Institutions Code of Georgia.

7.4 SHARES SPLITS. A split or division of the issued shares

of any class into a greater number of shares of the same class

without increasing the capital stock of the Holding Company shall

not be construed to be a share dividend within the meaning of this

Article.

ARTICLE EIGHT

8.1 AUTHORIZATION AND ISSUANCE OF SHARES. The par value and

maximum number of shares of any class of the Holding Company which

may be issued and outstanding shall be set forth from time to time

in the Articles of Incorporation of the Holding Company. The Board

of Directors may increase or decrease the number of issued and

outstanding shares of the Holding Company within the maximum number

of shares authorized by the Articles of Incorporation or Georgia

law upon obtaining prior approval of such increase or decrease from

the Department of Banking and Finance.

8.2 SHARE CERTIFICATES. The interest of each shareholder in

the Holding Company shall be evidenced by a certificate or

certificates representing shares of the Holding Company which shall

be in such form as the Board of Directors may from time to time

adopt in accordance with Georgia law. Shares certificates shall be

17<PAGE>
consecutively numbered, shall be in registered form, and shall

indicate the date of issue and such information shall be entered on

the Holding Company's books. Each certificate shall be signed by

the President or a Vice President and the Secretary or an Assistant

Secretary and shall be sealed with the seal of the Holding Company

or a facsimile thereof; provided, however, that where such

certificate is signed by a transfer agent, or registered by a

registrar, other than the Holding Company itself, or any employee

of the Holding Company, the signatures of such officers may be

facsimiles. In case any officer or officers who shall have signed

or whose facsimile signature shall have been placed upon a share

certificate shall have ceased for any reason to be such officer of

officers of the Holding Company before such certificate is issued,

such certificate may be issued by the Holding Company with the same

effect as if the person or persons who signed such certificate or

whose facsimile signatures shall have been used thereon and not

ceased to be such officer or officers.

8.3 RIGHTS OF THE HOLDING COMPANY WITH RESPECT TO REGISTERED

OWNERS. Prior to due presentation for transfer of registration of

its shares, the Holding Company may treat the registered owner of

the shares as the person exclusively entitled to vote such shares,

to receive any dividend or other distribution with respect to such

shares, and for all other purposes; and the Holding Company shall

not be bound to recognize any equitable or other claim to or

interest in such shares on the part of any other person, whether or

not it shall have express or other notice thereof, except as

otherwise provided by law.

18<PAGE>
8.4 TRANSFER OF SHARES. Transfers of shares shall be made

upon the stock transfer books of the Holding Company only upon

direction of the person named in the share certificate representing

the shares to be transferred, or by an attorney of such person

lawfully constituted in writing; and before a new certificate is

issued, the old certificate shall be surrendered for cancellation

or, in the case of a certificate alleged to have been lost, stolen,

or destroyed, the provisions of Section 8.6 of these bylaws shall

have been satisfied.

8.5 DUTY OF THE HOLDING COMPANY TO REGISTER TRANSFER.

Notwithstanding any of the provisions of Section 8.4 of these

bylaws, the Holding Company is under a duty to register the

transfers of its shares only if:

(a) the share certificate is endorsed by the appropriate

person or persons; and

(b) reasonable assurance is given that these

endorsements are genuine and effective; and

adverse claims or is discharged any such duty; and

(d) any applicable law relating to the collection of

taxes has been complied with; and

(e) the transfer is in fact rightful or is to a bona

fide purchaser.

8.6 LOST, STOLEN, OR DESTROYED CERTIFICATES. Any person

claiming a share certificate 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 shall, if the Board of Directors

19<PAGE>
so requires, give the Holding Company a bond of indemnity in form

and amount, and with one or more sureties satisfactory to the Board

of Directors, as the Board of Directors may require, whereupon an

appropriate new certificate may be issued in lieu of the one

alleged to have been lost, stolen, or destroyed.

8.7 FIXING OF RECORD DATE. 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 fix in advance a date as the record date, such date to be not

more than 50 days (and, in the case of a shareholders' meeting, not

less than 10 days) prior to the date on which the particular

action, requiring such determination of shareholders, is to be

taken.

8.8 RECORD DATE IF NONE FIXED. If no record date is fixed as

provided in Section 8.7 of these bylaws, then the record date for

any determination of shareholders which may be proper or required

by law shall be the date on which notice is mailed in the case of

a shareholders' meeting, or the date on which the Board of

Directors adopts a resolution declaring a dividend in the case of

a payment of a dividend.

20<PAGE>
ARTICLE NINE

Indemnification

9.1 INDEMNIFICATION. Any person, his heirs, executors, or

administrators, may be indemnified or reimbursed by the Holding

Company for reasonable expense actually incurred in connection with

any action, suit, or proceeding, civil or criminal, to which he

shall be made a party by reason of the fact that he is or was a

director, trustee, officer, employee, or agent of the Holding

Company, or that he is or was serving, at the request of the

Holding Company, as a director, trustee, officer, employee, or

agent of another firm, corporation, trust, or other organization or

enterprise; provided, however, that no person shall be so

indemnified or reimbursed in relation to any matter in such action,

suit, or proceeding as to which he shall finally be adjudged to

have been guilty of or liable for gross negligence, willful

misconduct or criminal acts in the performance of his duties to the

Holding Company, or to such other firm, corporation, trust,

organization, or enterprise; and provided further, that not person

shall be so indemnified or reimbursed in relation to any matter in

such action, suit, or proceeding which has been the subject of a

compromise settlement, except with the approval of (i) a court of

competent jurisdiction, or (ii) the holders of record of a majority

of the outstanding shares of capital stock of the Holding Company,

or (iii) a majority of the members of the Board of Directors then

holding office, excluding the votes of any directors who are

parties to the same or substantially the same action, suit, or

proceeding.

21<PAGE>
9.2 PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in

defending any action, suit, or proceeding referred to above may be

paid by the Holding Company in advance of the final disposition of

such action, suit, or proceeding as authorized by the Board of

Directors in the specific case upon receipt of an undertaking by or

on behalf of the director, trustee, officer, employee or agent to

repay such amount unless it shall ultimately be determined that he

is entitled to be indemnified by the Holding Company as provided

above.

9.3 INSURANCE. The Holding Company, upon the affirmative

vote of a majority of its Board of Directors, may purchase and

maintain insurance on behalf of any person who is or was a

director, trustee, officer, employee or agent of the Holding

Company, or is or was serving, at the request of the Holding

Company, as a director, trustee, officer, employee, or agent of

another firm, corporation, trust, or other organization or

enterprise against liability asserted against him and incurred by

him in any such capacity or arising out of his status as such,

whether or not the Holding Company would have the power to

indemnify him against such liability under the foregoing provisions

of these bylaws.

9.4 RIGHTS NOT EXCLUSIVE. The foregoing rights of

indemnification or reimbursement shall not be exclusive of other

rights to which the persons referred to above, or their heirs,

executors, or administrators, may be entitled as a matter of law,

and the Holding Company may indemnify such persons to the extent

permitted by the Financial Institutions Code of Georgia and the

22<PAGE>
Georgia Business Corporation Code, as such laws may be amended from

time to time.

ARTICLE TEN

Emergency Operations

10.1 GENERAL. In the event of an emergency declared by the

President of the United States or the person performing his

functions, or an emergency declared by the Governor of the State of

Georgia or the person performing his functions, the officers and

employees of this Holding Company shall continue to conduct the

affairs of the Holding Company under such guidance from the

directors as may be available except as the matters which by

statute or regulation require specific approval of the Board of

Directors and subject to conformance with any governmental

directives during the emergency. In the absence of a plan of

operation formulated by the Board of Directors providing for

conducting the business of the Holding Company during the time

emergencies exist, the following provisions shall govern the

operations of the Holding Company notwithstanding any other

provisions of these bylaws to the contrary. Provided, further,

that all operations shall be consistent with all State and Federal

laws governing emergency operations.

10.2 MEETING OF BOARD OF DIRECTORS. The Board of Directors

shall meet as soon as practicable at the time and place within the

State of Georgia, or if no place within the State of Georgia can be

utilized promptly, without the State of Georgia, as designated by

the Chairman of the Board of Directors, the President, the officer

designated pursuant to Section 6.7, or any two (2) directors. Any

23<PAGE>
director may waive notice of such meeting in writing before, at, or

after such meeting.

If it shall be determined at such meeting that there are less

than five (5) directors then capable of serving, the directors

present at such meeting, shall, by majority vote, appoint a

sufficient number of persons to fill the vacancies existing in the

Board of Directors to bring the total number of directors to not

less than five (5).

As soon as a majority of such Board of Directors, consisting

of not less than five (5) members, can be assembled at the meeting

required by this Section 10.2, or any adjournment thereof, which

adjournment can be effected a any time by a majority vote of those

in attendance, the Board of Directors as then constituted shall (i)

appoint such officers as may be required to transact the business

of the Holding Company to succeed the then appointed or acting

officers who have been incapacitated as a result of the emergency,

and (ii) designate and authorize temporary relocation and

establishment of the main banking office and any branch, branch

bank or bank office of a bank held by the Holding Company which may

have become wholly or partially unusable as a result of the

emergency conditions at any other office, branch, branch bank or

bank office of a bank held by the Holding Company, or other

location in the State of Georgia, and (iii) at its discretion,

authorize the entry of the Holding Company into an agreement with

any Federal Reserve Bank, Federal Home Loan Bank, banking

institution or branch (the "other bank") whereby a bank held by the

Holding Company shall act as agent for the other bank or the other

24<PAGE>
bank shall act as agent for a bank held by the Holding Company and

perform temporarily any and all operations and functions thereof.

10.3 INTERIM ADMINISTRATION. Until such time as the meeting

of the Board of Directors required by Section 10.2 can be held and

action taken by it, and in the event either the President or the

officer of the Holding Company designated pursuant to Section 6.7

cannot be located or is unable to continue normal executive duties,

all perfunctory matters ordinarily performed by the President may

be performed by any Vice President if such officer or officers have

been designated, and if not, by the Secretary of the Holding

Company.

10.4 INTERIM OFFICE. Until such time as the meeting required

by Section 10.2 can be held and action taken by the Board of

Directors as then constituted, and in the event that because of

damage or disaster the main office or any branch, branch bank or

bank office of a bank held by the Holding Company becomes wholly or

partially unusable, such main office, branch, branch bank or bank

office shall be relocated at one of the following locations, if

available and usable, and in the following order:

(1) 200 E. E. Butler Parkway, Gainesville, Georgia.

(2) Any other branch or location designated by the Acting

President.

The Acting President shall notify the State and Federal

Regulatory Authorities of any such relocation of its main office,

branches, branch banks, or bank offices as promptly as possible.

25<PAGE>

ARTICLE ELEVEN

Miscellaneous

11.1 INSPECTION OF BOOKS AND RECORDS. The Board of Directors

shall have power to determine which accounts, books and records of

the Holding Company shall be open to the inspection of

shareholders, except such accounts, books, and records that are

specifically open to inspection by law, and the Board of Directors

shall have the power to fix reasonable rules and regulations not in

conflict with the applicable law for the inspection of accounts,

books and records which by law or by determination of the Board of

Directors shall be open to inspection.

11.2 FISCAL YEAR. The fiscal year of the Holding Company

shall be the calendar year.

11.3 SEAL. The corporate seal shall be in such form as the

Board of Directors may from time to time determine.

11.4 ANNUAL STATEMENTS. The Holding Company shall prepare

such financial statements showing the results of its operations

during its fiscal year as shall be required by Regulations of the

Department of Banking and Finance and any other regulatory agency.

Upon receipt of written request, the Holding Company promptly shall

mail to any shareholder of record a copy of the most recent such

financial statement.

11.5 CONTRACTS, CHECKS, DRAFTS, REPORTS, ETC. Such of the

officers or employees of the Holding Company as may from time to

time be designated by the Board of Directors or by the Executive

Committee shall have power and authority to sign contracts, checks,

26<PAGE>
drafts and like instruments and to endorse checks, bills of

exchange, orders, drafts and vouchers made payable or endorsed to

the Holding Company, whether in its own right or in any fiduciary

capacity. No officer or employee, however, may on behalf of the

Holding Company, execute or deliver any check, draft or other like

instrument in favor of himself. Provided, further, any officer

elected by the Board of Directors may sign reports to the

Department of Banking and Finance and such other State and Federal

agencies as may be filed, unless otherwise required by law or

regulation.

11.6 LEGAL RESTRICTIONS. All matters covered in these bylaws

shall be subject to such restrictions as shall be imposed on this

Holding Company by State and Federal laws and regulations.

ARTICLE TWELVE

Amendments

12.1 POWER TO AMEND BYLAWS. The Board of Directors shall have

the power to alter, amend or repeal these bylaws or adopt new

bylaws, but any bylaws adopted by the Board of Directors may be

altered, amended or repealed, and new bylaws adopted, by the

shareholders. The shareholders may prescribe that any bylaw or

bylaws adopted by them shall not be altered, amended or repealed,

by the Board of Directors.

12.2 CONDITIONS. Action taken by the shareholders with

respect to bylaws 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 bylaws shall be taken by an

27<PAGE>
affirmative vote of a majority of all directors then holding

office.

Exhibit 5 and Exhibit 23(a)

HULSEY, OLIVER & MAHAR, LLP
200 E.E. BUTLER PARKWAY
P.O. BOX 1457
GAINESVILLE, GEORGIA 30503

Telephone No. 770-532-6312
Telecopy No. 770-531-9230

September 23 , 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: GB&T Bancshares, Inc./Registration Statement
on Form S-3 ("Registration Statement")

Dear Sirs:

We have acted as counsel to the Company, a Georgia
corporation, in connection with the Dividend Reinvestment and
Share Purchase Plan of the Company ("Plan"), and with the
preparation and filing of the Registration Statement for the
proposed offering of 40,000 shares of $5.00 par value common
stock of the Company ("Common Stock") pursuant to the Plan. In
connection therewith, we have reviewed and examined the Company's
Articles of Incorporation, Bylaws and such other records as we
have deemed relevant and necessary to render our opinion as
expressed herein. In addition, as to certain matters, we have
relied upon certificates and representations of Company's
officers and directors.

Based on the foregoing, it is our opinion that:

The Common Stock to be issued by the Company, as more
specifically described in the Registration Statement, has been
duly authorized and when issued and delivered against payment
therefor, will be duly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement and further consent to the
use of our name under the heading "Experts" therein.

Sincerely,

/s/ Samuel L. Oliver
Samuel L. Oliver

Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Registration Statement on Form S-3 of our report, dated January 30,
1998, relating to the financial statements of Gainesville Bank & Trust,
contained in the annual report of Form F-2 filed with the Federal Deposit
Insurance Corporation for the year ended December 31, 1997, and to the
reference to our Firm under the caption "Experts" in the Prospectus.

MAUDLIN & JENKINS, LLC

/s/ Maudlin & Jenkins, LLC

Atlanta, Georgia
September 24, 1998

DIVIDEND REINVESTMENT AND
SHARE PURCHASE PLAN OF
GB&T BANCSHARES, INC.

The purpose of this Dividend Reinvestment and Share Purchase
Plan ("Plan") of GB&T Bancshares, Inc. (the "Company") is to
provide the holders of record of the common stock, $5.00 par
value (the "Common Stock") of the Company, and its successors and
assigns, with a simple and convenient method of investing cash
dividends and voluntary cash contributions in shares of the
Common Stock of the Company without payment of any brokerage
commission. The shares of Common Stock purchased pursuant to the
Plan (the "Participating Stock") will be authorized but unissued
shares obtained from the Company, shares obtained in privately
negotiated transactions, or shares purchased on the open market
by Reliance Trust Company in its capacity as Administrator of the
Plan, or any successor administrator (for purposes of the Plan,
references to "Administrator" will refer to Reliance Trust
Company or any successor Administrator). The terms and
conditions of the Plan are set forth as follows:

1. ELIGIBILITY. All holders of record of Common Stock are
eligible to participate in the Plan. Beneficial owners of Common
Stock whose shares are held for them in registered names other
than their own, such as in the names of brokers, bank nominees or
trustees, should, if they wish to participate in the Plan,
arrange for the holder of record to participate on their behalf.

2. ENROLLMENT. Any holder of record of Common Stock may
elect to become a participant in the Plan ("Participant") by
returning to the Administrator a properly completed authorization
care (the "Enrollment Card") in the form to be provided. The
completed Enrollment Card appoints the Administrator as agent for
the Participant and:

(i) authorizes the Company to pay to the Administrator for
the Participant's account all cash dividends payable on the
Common Stock which the Participant has enrolled in the Plan;

(ii) authorizes the Administrator, as agent, to retain for
credit to the Participant's account any cash dividends and
any Common Stock that are distributed as a non-cash dividend
or otherwise on the Participating Stock and credited to the
Participant's account, and to distribute to the Participant
any other non-cash dividend paid on such Participating
Stock;

(iii) authorizes the Administrator, as agent, to apply such
cash dividends to the purchase of share of Common Stock in
accordance with the terms and conditions of the Plan; and

(iv) authorizes the Administrator, as agent, to apply
voluntary cash contributions to the purchase of
Participating Stock.
<PAGE>
The Enrollment Card provides for the purchase of
Participating Stock through the following investment options:

(i) FULL DIVIDEND REINVESTMENT directs the Agent to invest
in accordance with the Plan all cash dividends on all shares
of Common Stock then or subsequently registered in a
Participant's name; or

(ii) PARTIAL DIVIDEND REINVESTMENT directs the Agent to
invest in accordance with the Plan the cash dividends on all
of the shares held in the Participant's name that are
designated on the Enrollment Card; or

(iii) if participating in dividend reinvestment, voluntary
cash contributions, with a minimum contribution of $25 and a
maximum contribution of $2,500 per calendar quarter, which
directs the Administrator to invest such contributions in
Common Stock in accordance with the Plan.

Participants may change their investment options under the
Plan at any time by completing a new Enrollment Card and
returning it to the Administrator.

3. ACCOUNT OF PARTICIPANT. After receipt of the properly
completed Enrollment Card, the Administrator will open an account
under the Plan as agent for the Participant and will credit to
such account:

(i) all cash dividends received by the Administrator from
the Company on shares of Common Stock registered in the
Participant's name and enrolled in the Plan by the
Participant and voluntary cash contributions received from
the Participant, commencing with the first such dividends
paid or contributions received by the Administrator after
receipt of the Enrollment Card, provided the Enrollment Card
is received by the Administrator at least one business day
prior to the record date of the dividend;

(ii) all full or fractional Participating Stock purchased
for the Participant's account;

(iii) all cash dividends received by the Administrator on
any full or fractional Participating Stock credited to the
Participant's account;

(iv) any shares of Common Stock distributed by the Company
as a dividend or otherwise on Participating Stock credited
to the Participant's account;

(v) any Participating Stock transferred by the Participant
pursuant to Paragraph 10 of the Plan; and

(vi) all voluntary cash contributions received by the
Administrator.

4. REINVESTMENT OF DIVIDENDS AND INVESTMENT OF VOLUNTARY
CASH CONTRIBUTIONS. Cash dividends and voluntary cash
contributions credited to a Participant's account will be
commingled with the cash dividends and voluntary cash
contributions credited to all accounts under the Plan. Such
dividends and cash contributions will be applied to the purchase
of Participating Stock, if pursuant to open market purchases, at
a price equal to the average price of all shares of Common Stock
purchases in the open market for Plan Participants with respect
to a particular dividend payment date with the aggregate funds
used for such purchases and, if pursuant to authorized but
unissued shares or treasury stock obtained from the Company, or
in negotiated transactions, at the average of the high and low
sales price of the Common Stock on The Nasdaq Stock Market, or
any exchange, on which the Common Stock is then traded, on the
date when such shares are acquired from the Company (or, if no
trade occurred on an exchange or The Nasdaq Stock Market on that
date, on the next preceding day when a trade of the Common Stock
occurred). *

Purchases with reinvested dividends and voluntary cash
contributions received by the Administrator within one business
day of the record date for any dividend will be made once per
quarter, commencing on the next dividend payment date or the
following business day if the dividend payment date is not a
business day, and being completed as soon thereafter as
practicable. A Participant's account will be credited with
fractional shares computed to three decimal places. The
Administrator will make every reasonable effort to reinvest all
dividends and invest cash contributions promptly on or after each
dividend payment date except where, in the opinion of the
Administrator or the Company's legal counsel, such investments
are restricted by an applicable state or federal securities law.
In any event, all cash dividends paid to the Administrator for
the benefit of Participants will be invested within 30 days of
each dividend payment date by the Administrator. Voluntary cash
contributions received more than 30 days before a dividend
reinvestment date will be returned to the Participant. All
dividends and cash contributions will be held pending investment
in a non-interest bearing account maintained by the
Administrator. Any amount received as a voluntary cash
contribution will be returned by mail to the Participant if the
Administrator receives a written notice requesting such return at
least 48 hours prior to the next dividend reinvestment date
following the Administrator's receipt of the cash contribution.

5. REPORTS. The Administrator will promptly mail to each
Participant a statement confirming each purchase of Participating
Stock made for his or her account, which will be based on the
amount of dividends reinvested, the amount of cash contributions
made, and the purchase price for the Common Stock. Participants
will incur no brokerage commissions or service charges for
purchases made under the Plan. All brokerage commissions or
service charges for purchases made under the Plan and all other
costs of administration of the Plan will be paid by the Company.

6. NO CERTIFICATES. The Administrator may hold the
Participating Stock of all Participants together in its name or
in the name of its nominee. No certificates will be delivered to
a Participant for Participating Stock except upon written request
or upon termination of the account. A Participant may request
certificates for any full shares credited to his or her account
at any time. No certificates will be delivered for fractional
shares. If a Participant requests certificates but does not
terminate the shares participating in the Plan, dividends on such
shares will continue to be reinvested in accordance with the Plan.

_____________________________
*If the stock is not then registered on an exchange, the price
for authorized but unissued stock obtained from the Company will
be determined by the average price of all sales handled by the
Company's designated market makers for the preceding calendar
quarter.
<PAGE>
7. REGISTRATION ACCOUNT. Accounts under the Plan will be
maintained in the name in which the Participant's certificates
are registered when the Participant enrolls in the Plan, and
certificates for full shares will be similarly registered when
issued to the Participant. Certificates will be registered and
issued in names other than the account name, subject to
compliance with any applicable laws and payment by the
Participant of any applicable fees and taxes, provided that the
Participant makes a written request therefor in accordance with
the usual requirements of the Company for the registration of a
transfer of the Participating Stock.

8. TAXES. The Administrator will comply with all
applicable Internal Revenue Service requirements concerning the
filing of information returns for dividends credited to each
account under the Plan and such information will be provided to
the Participant by a duplicate of that form or in a final
statement of the account for each calendar year. With respect to
foreign Participants whose dividends are subject to United States
income tax withholding and with respect to Participants subject
to the backup withholding requirements, the Administrator will
comply with all applicable Internal Revenue Service requirements
concerning the amount of tax to be withheld from the dividends
prior to reinvestment.

9. PROXY SOLICITATION; VOTING OF COMMON STOCK. The
Administrator will promptly forward any proxy solicitation
materials to the Participant. The Administrator will vote any
Participating Stock that it holds for the participant's account
in accordance with the Participant's directions. If a
Participant returns a signed proxy to the Administrator without
directing how such shares are to be voted, the Administrator will
vote such shares on any proposal in accordance with the Company
recommendations.

10. TRANSFERS OF PARTICIPATING STOCK TO ADMINISTRATOR. The
Participant may transfer any Participating Stock held of record
in his or her name to the Administrator or the Administrator's
nominee and such shares will be held by the Administrator for the
Participant's account as Participating Stock subject to the terms
and conditions of this Agreement.

11. TERMINATION OF PLAN ACCOUNT OR WITHDRAWAL OF SHARES. A
Participant may terminate his or her account or withdraw some of
the shares credited to the Plan account at any time by giving a
written notice of termination or withdrawal of shares to the
Administrator. Any such notice of termination or withdrawal of
shares received by the Administrator less than ten business days
prior to a dividend record date will not become effective until
dividends paid in relation to such record date have been
invested. When a Participant terminates his participation in the
Plan or upon termination of the Plan by the Company, certificates
for full shares of Common Stock credited to a Participants
account under the Plan will be issued and a cash payment will be
made for any fraction of a share. Upon request, the
Administrator will sell full shares of Common Stock of a
Participant and pay the proceeds of such sale to the Participant
after deducting a nominal service fee and brokerage fees, if any.
The sale will generally be made by the Administrator for the
Participant's account in the open market within five business
days after receipt of the request. Any fractional interests in
shares may be aggregated and sold with those of other terminating
Participants, less applicable service fees and brokerage commissions,
if any. The proceeds to each Participant will be the average sales
price of all shares so aggregated and sold.

If the request to terminate or withdraw shares is not
received at least five business days prior to the record date for
a dividend payment, any amount paid on the payment date will be
reinvested for the Participant's account. The termination or
withdrawal request will be processed as soon after the dividend
payment date as practicable.

So long as dividends on shares held in the Plan account are
reinvested, the Participant may also make voluntary cash
contributions.

12. NOTICES TO PARTICIPANTS. The Participant shall notify
the Administrator promptly in writing of any change of address.
Notices or statements from the Administrator to the Participant
may be given or made by letter addressed to the Participant at
his last address of record with the Administrator and any such
notice or statement shall be deemed given or made when received
by the Participant or two days after mailing, whichever occurs
earlier.

13. EXPENSES OF ADMINISTRATOR. In addition to any payments
made by the Company to the Administrator to administer the Plan,
the Company will either pay directly or reimburse the
Administrator for the reasonable costs of printing and
distributing Plan literature to record holders of Common Stock,
forwarding proxy solicitation materials to Participants, and
mailing confirmations of account transactions, account
statements, and other notices to Participants, and reasonable
clerical expenses associated therewith.

14. DUTIES AND RESPONSIBILITIES. Neither the Company, the
Administrator, nor its nominee(s) shall be liable hereunder for
any act or omission to act by the Company, the Administrator or
its nominee or for any action taken in good faith or for any good
faith omission to act, including, without limitation, any claims
of liability (i) arising out of failure to terminate the
Participant's account upon the Participant's death prior to
receipt of written notice of such death accompanied by
documentation satisfactory to the Administrator; (ii) with
respect to the prices at which Participating Stock are either
purchased or sold for the Participant's account or the time of or
terms on which such purchases or sales are made; or (iii) the
market value or fluctuations in market value after purchase of
Participating Stock credited to the Participant's account. The
Company further agrees to indemnify and hold harmless the
Administrator, and its nominee(s) from all taxes, charges,
expenses, assessments, claims, and liabilities, and any costs
incident thereto, arising under federal or state law from the
Company acts or omissions to act in connection with this Plan;
provided that neither the Administrator nor its nominees may be
indemnified against any liability for claims arising out of the
Administrator's or its nominee's own willful misfeasance, bad
faith, gross negligence, or reckless disregard of its duties
under the Plan. <PAGE>
15. RIGHTS OFFERING. If a Participant is entitled to
participate in a rights offering, his or her entitlement will be
based upon the Participant's total holdings, including the shares
of Common Stock credited to him or her under the Plan. Rights
certificates will, however, only be issued for whole shares.

16. AMENDMENT AND TERMINATION OF THE PLAN. Notwithstanding
any other provision of the Plan, the Company reserves the right
to amend, suspend, modify or terminate the Plan at any time. All
Participants will receive notice of any such amendments,
termination, suspensions or modifications, but any such
amendments, termination, suspensions or modifications shall be
effective upon adoption, even prior to the time a Participant is
deemed to have received notice.

17. INTERPRETATION. The Company has the authority to
interpret and regulate the Plan as may be necessary or desirable
in connection with the operation of the Plan. Any such
interpretation or regulation will be final.

18. ROLE OF ADMINISTRATOR. It is under stood that all
purchases or sales of Participating Stock pursuant to the Plan
will be made by the Administrator as the independent agent of the
Participant, and the Administrator shall have the sole authority
or power to direct the time and price at which securities may be
purchased or sold pursuant to the Plan or the amount of
securities to be purchased or sold.

19. GOVERNING LAW. The Enrollment Card provided for herein
is made by this reference a part of this Plan, and the Plan and
the accounts of Participants maintained by the Administrator
under this Plan shall be governed by and construed in accordance
with the internal laws of the State of Georgia.

20. LIMITATION OF ACCOUNT REGISTRATIONS. The Company
reserves the right to limit or combine account registrations with
identical tax payer identifications. In addition, the Company
reserves the right to terminate or deny enrollment of any
shareholder who participates in a manner abusive of the purpose
and intent of the Plan as determined by the Company or in a
manner deemed by the Company not to be in the best interests of
shareholders generally.

As approved by the Board of Directors of GB&T Bancshares,
Inc. on this 10th day of August, 1998.

GB&T BANCSHARES, INC.

By: /s/ Richard A. Hunt, Jr.
Richard A. Hunt, Jr.
President

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GB&T BANCSHARES, INC.

AUTHORIZATION FORM FOR DIVIDEND REINVESTMENT PLAN

I hereby elect to participate in the Dividend Reinvestment
Plan of GB&T Bancshares, Inc. in accordance with the provisions
as outlined in the Plan prospectus. By checking the box below, I
authorize the Plan Administrator of GB&T Bancshares, Inc. to
reinvest dividends earned on shares of Common Stock registered in
my name as follows: (Please check one)
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<CAPTION>
<S> <S> <C>
/ / FULL DIVIDEND INVESTMENT / / PARTIAL DIVIDEND REINVESTMENT
I wish to reinvest dividends on all shares I wish to have dividends reinvested on
registered in my name. ________(please fill in number) shares
registered in my name.

/ / VOLUNTARY CASH CONTRIBUTION
I wish to invest $_____________(a minimum of $25 and a maximum
of $2,500 for any particular quarter) in Company Common Stock. I
understand that I must participate in dividend reinvestment to make
voluntary cash payments.
</TABLE>

Under each of the Dividend Reinvestment Options above,
participants may make voluntary cash payments subject to a $25
minimum and a $2,500 maximum contribution per quarter.

Please return this card as soon as possible ONLY if you wish
to participate in the Dividend Reinvestment and Share Purchase
Plan. If you do not return this card you will continue to
receive your dividend check as you have in the past.

__________________________________ _________________________________
Date Signature

__________________________________
Signature

Return this Enrollment Card to:
Reliance Trust Company
Attn: Dividend Reinvestment Department
P. O. Box 47770
Atlanta, GA 30362-1770

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GB&T BANCSHARES, INC.
ENROLLMENT CARD FOR DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN

I hereby elect to participate in the Dividend Reinvestment
and Share Purchase Plan of GB&T Bancshares, Inc. (the "Plan") in
accordance with the provisions as outlined in the Prospectus. By
checking the box below, I authorize the administrator of the Plan
to reinvest cash dividends earned on shares of common stock
registered in my name as follows (please check one):

/ / FULL DIVIDEND / / PARTIAL DIVIDEND
REINVESTMENT REINVESTMENT
I wish to I wish to have
reinvest cash cash dividends
dividends on all reinvested on
shares registered _______ (please
in my name. fill in number)
shares registered
in my name.

/ / OPTIONAL CASH PAYMENT
I wish to invest $________ (a minimum of
$25 and a maximum of $2,500 for any
particular calendar quarter) in GB&T
Bancshares, Inc.'s Common Stock. I
understand that I must participate in
dividend reinvestment to make optional
cash payments.

Under each of the options above, Plan Participants may make
optional cash payments subject to a $25 minimum and a $2,500
maximum contribution per quarter.

_________________________ ______________________________
Date Signature

______________________________
Signature

Return this Enrollment Card to:
Reliance Trust Company
Attention: GB&T Bancshares, Inc.
Dividend Reinvestment and Share Purchase Plan
Shareholder Relations Division
P.O. Box 48449
Atlanta, Georgia 30340-4099