SOUTHWEST GEORGIA FINANCIAL CORP, S-3D, 1997-05-07

SOUTHWEST GEORGIA FINANCIAL CORP
S-3D, 1997-05-07
STATE COMMERCIAL BANKS

Previous: CHURCH & DWIGHT CO INC /DE/, SC 13D/A, 1997-05-07

Next: CB BANCSHARES INC/HI, 10-K/A, 1997-05-07

As Filed with the Securities and Exchange Commission on May 7, 1997

Registration No. ________________

==============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

---------

SOUTHWEST GEORGIA FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)

Georgia 58-1392259
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

201 First Street S.E.
Moultrie, Georgia
(912) 985-1120
(Address, including zip code, and
including area code, of Registrant's principal executive offices)

George R. Kirkland
201 First Street, S.E.
Moultrie, Georgia 31768
(912) 985-1120
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

____________________

Copies to:

Richard Cheatham, Esq.
Kilpatrick Stockton LLP
1100 Peachtree Street
Atlanta, Georgia 303-09
(404) 815-6500

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 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 dividend or interest reinvestment
plans, check the following box. [ ]
<PAGE>
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 | Amount | Proposed Maximum | Proposed Maximum | Amount
Shares to be | to be | Offering Price | Aggregate Offering | of Registration
Registered | Registered<F1> | Per Unit<F2> | Price<F2> | Fee
- - -------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Common Stock | 50,000 shares | $18.00 | $900,000 | $2,970.00
($1.00 par value) | | | |
<FN>
<F1> Pursuant to Rule 416, this Registration Statement also covered such
additional number of shares of Common Stock that may become issuable in
the event of a stock dividend, split-up of shares, recapitalization, or
other similar change in the Common Stock.

<F2> Estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee, upon the basis of the average of the high and low
sales prices of the Common Stock as reported on the American Stock
Exchange on May 5, 1997.
</TABLE>
<PAGE>
[letterhead]

Dear Shareholder:

We are pleased to send you this brochure outlining our

Dividend Reinvestment and Share Purchase Plan. The Plan is economical

and systematic, making it convenient for you, our shareholders, to

increase your holdings in Southwest Georgia Financial Corporation

stock.

Participation in the Reinvestment Plan is free - there are

no administrative fees or broker commissions paid by investors on

stock purchases. This provides our shareholders with the

opportunity to automatically reinvest cash dividends as well as

the option to purchase additional shares of Southwest Georgia

Financial Corporation stock.

You are urged to carefully review this brochure which

describes the Service. Participation 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 the American Stock

Transfer & Trust Company.

Thank you for your continued support of Southwest Georgia

Financial Corporation.

Sincerely,

John H. Clark Cecil W. Alvis
Vice Chairman and President and Chief
Chief Executive Officer Operating Officer

1<PAGE>
THE PLAN HIGHLIGHTS

AUTOMATIC DIVIDEND REINVESTMENT

At your request prior to dividend payment time, you can

conveniently increase your Southwest Georgia Financial

Corporation holdings at no cost by automatically reinvesting your

dividends in additional shares of Southwest Georgia Financial

Corporation stock through the American Stock Transfer & Trust

Company.

Even if your dividend is not enough to buy a whole share of

Southwest Georgia Financial Corporation stock, you will be

credited with a fractional share computed to three decimal

places. Fractional shares start earning dividends toward the

next dividend payment the same way full shares do.

NO ADMINISTRATION FEES OR BROKER COMMISSIONS

You will save on broker commissions. Since there is no

extra charge to you for commissions or trust service charges for

purchases, the entire dollar amount of your dividend will be

invested. All costs are paid by Southwest Georgia Financial

Corporation when shares or fractions of shares are purchased

through the Plan.

VOLUNTARY CASH INVESTMENTS

Under the Plan, you have the option of adding to your

investment with voluntary cash payments. After your first

dividend has been invested, you can send amounts from $25.00 to a

2
<PAGE>
maximum contribution of $2,500.00 per calendar quarter. Payments

can be made at any time, as often as you like.

SIMPLIFIED RECORD KEEPING

You will receive a detailed statement showing your total

dividend received, the number of shares purchased, and total

shares held in the Plan after each investment.

ADMINISTRATOR

The Plan is administered by American Stock Transfer & Trust

Company, Transfer Agent for Southwest Georgia Financial

Corporation. Once you have enrolled in the Plan, you do not need

to take any further action unless you opt to send additional

voluntary cash investments. American Stock Transfer & Trust

Company will handle the details of each transaction.

HOW TO PARTICIPATE

If you wish to reinvest your dividends automatically or make

additional cash investments in Southwest Georgia Financial

Corporation stock, simply complete the enclosed enrollment card

and mail it to American Stock Transfer & Trust Company. Send all

communications to the following address:

American Stock Transfer & Trust Company
40 Wall Street
New York, NY 10005
(Telephone: 1-800-278-4353)

Please retain this brochure for your records. If you join

the Plan now, you may find it a handy reference whenever you have

-3-<PAGE>
questions. All correspondence for or questions about the Plan

should be sent to American Stock Transfer & Trust Company at the

above address and should include a reference to Southwest Georgia

Financial Corporation.

TERMINATION

No permanent commitment is required. You may withdraw full

shares from your account at any time, and you can terminate your

participation in the Plan by writing to American Stock Transfer &

Trust Company. If you terminate, stock certificates will be

issued in your name; if you so direct, your shares will be sold

for you at the current market price, and the proceeds will be

sent to you after deducting any applicable service charge and

a brokerage commission. At the time of termination, any

fractional shares will be converted to cash

based upon the current market price. A check for the proceeds

will be sent to you.

-4-
<PAGE>
TABLE OF CONTENTS

Page
Letter to Shareholders . . . . . . . . . . . . . . . . . 1
Plan Highlights . . . . . . . . . . . . . . . . . . . . . 2
Available Information . . . . . . . . . . . . . . . . . . 7
Incorporation of Certain Documents by Reference . . . . . 7
The Company . . . . . . . . . . . . . . . . . . . . . . . 8
The Plan . . . . . . . . . . . . . . . . . . . . . . . . 8
Purpose . . . . . . . . . . . . . . . . . . . . . . . 8
Participation . . . . . . . . . . . . . . . . . . . . 8
Administration . . . . . . . . . . . . . . . . . . . . 9
Advantages . . . . . . . . . . . . . . . . . . . . . . 10
Purchases . . . . . . . . . . . . . . . . . . . . . . 10
Voluntary Cash Contributions . . . . . . . . . . . . . 11
Costs . . . . . . . . . . . . . . . . . . . . . . . . 12
Reports to Participants . . . . . . . . . . . . . . . 12
Certificates for Shares . . . . . . . . . . . . . . . 12
Termination of Participation in the Plan and
Withdrawal of Shares . . . . . . . . . . . . . . . 13
Federal Income Tax Consequences to Participants . . . 13
Other Provisions of the Plan . . . . . . . . . . . . . 14
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . 15
Legal Matters . . . . . . . . . . . . . . . . . . . . . . 16
Experts . . . . . . . . . . . . . . . . . . . . . . . . . 16
Indemnification . . . . . . . . . . . . . . . . . . . . . 16

-5-
<PAGE>
=================================================================
PROSPECTUS
=================================================================

50,000 Shares of Common Stock, $1.00 par value

SOUTHWEST GEORGIA FINANCIAL CORPORATION

DIVIDEND REINVESTMENT AND
SHARE PURCHASE PLAN

______________________

Southwest Georgia Financial Corporation (the "Company") hereby
offers to shareholders participation in its Dividend Reinvestment and
Share Purchase Plan (the "Plan"), which is designed to provide a
convenient method of investing cash dividends and a voluntary cash
contribution from $25 to $2,500 per quarter in shares of the Company's
Common Stock (the "Common Stock") without payment of brokerage
commissions or other charges. The terms and provisions of the Plan are
summarized in question and answer format in this Prospectus.

Reinvested cash dividends and voluntary cash contributions will be
used to purchase Common Stock from the Company, in the open market, in
negotiated transactions, or a combination of the foregoing (the
"Participating Stock").

The price of Common Stock purchased under the Plan will be either
(a) if pursuant to open market purchases, at a price equal to the average
price of all shares of stock purchased in the open market for the
Company's shareholders who elect to participate in the Plan (the
"Participants") with respect to a particular dividend payment date with
the aggregate funds used for such purchases and, (b) 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 Participating Stock on the American Stock Exchange
or any exchange or The Nasdaq Stock Market on which the Participating
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
Participating Stock occurred).

The Common Stock is traded on the American Stock Exchange under the
symbol "SGB". This Prospectus relates to 50,000 authorized but unissued
shares of Common Stock offered for purchase under the Plan. This
Prospectus should be retained for future reference.

Shareholders who do not desire to participate in the Plan will
continue to receive cash dividends, as declared, in the usual manner.
___________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE 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 by the Bank Insurance Fund
of the Federal Deposit Insurance Corporation
or any other government agency.
___________________________

The date of this Prospectus is May 7, 1997

-6-<PAGE>
AVAILABLE INFORMATION

The Company is a reporting company subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements, and other information
filed with the Commission can be inspected and copied at the Public
Reference Room of the Commission, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549; at its regional offices located at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained by mail from the Public Reference Section of the
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Copies of such material and other
information concerning the Company will be available for inspection at
the offices of The American Stock Exchange, 86 Trinity Place, New York,
New York 10006, (212) 306-1000. The Commission maintains a site on the
World Wide Web (http://www.sec.gov.) that contains reports, proxies, and
other information regarding registrants. This Prospectus does not
contain all the information set forth in the Registration Statement and
exhibits thereto that the Company has filed with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), to which
reference is hereby made.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

(1) Its Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996 (the "Annual Report"), filed pursuant to Section 13 of
the Exchange Act;

(2) The description of the Common Stock contained in the Company's
Registration Statement under Section 12 of the Exchange Act, and any
amendment or reports filed for the purpose of updating such description;

All documents 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
Annual Report and prior to 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 is 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 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 George Kirkland, Southwest Georgia
Financial Corporation, 201 First Street, S.E., Moultrie, Georgia 31768,
(912) 985-1120.

-7-<PAGE>
THE COMPANY

Southwest Georgia Financial Corporation (the "Company") is a Georgia
bank holding company organized in 1980, which acquired 100% of the total
outstanding shares of Southwest Georgia Bank (formerly known as Moultrie
National Bank (the "Bank")) in 1981. The Company's sole business is
providing banking services to individuals and businesses principally
in Colquitt County and surrounding counties of Southwest Georgia through
the Bank, its only subsidiary. The Bank commenced operations in 1928.
It is an FDIC insured, state-chartered commercial bank.

The Company's executive office is located at 201 First Street, S.E.
Moultrie, Georgia 31768, and its telephone number is (912) 985-1120.

THE PLAN

The following questions and answers explain and constitute the Plan.

PURPOSE

1. WHAT IS THE PURPOSE OF THE PLAN?

The Dividend Reinvestment and Share Purchase Plan (the "Plan")
provides holders of Common Stock of the Company with a convenient and
economical way to reinvest cash dividends in and make voluntary cash
contributions to purchase shares of Common Stock without paying brokerage
commissions or other charges. If shares are acquired from the Company,
and not in the open market or in negotiated transactions, the Company
will receive funds to be used for general corporate purposes.

PARTICIPATION

2. WHO IS ELIGIBLE TO PARTICIPATE?

All holders of Common Stock who have shares registered in their
names are eligible to participate in the Plan. If stock is registered in
someone else's name, such as a broker or nominee, and you would like to
participate, you must either make appropriate arrangements for that
person to participate on your behalf, or you must become a shareholder of
record 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.

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

3. WHAT OPTIONS ARE AVAILABLE TO THOSE ELIGIBLE TO PARTICIPATE?

You may have dividends on all or some of your shares
automatically reinvested in Common Stock and, if you elect to do this,
you may also make a voluntary cash contribution of not less than $25, up
to a maximum of $2,500 per quarter, for the purchase of additional shares
of Common Stock. See Question 12 for information on making voluntary
purchases.

-8-<PAGE>
ADMINISTRATION

4. WHO WILL ADMINISTER THE PLAN?

The Company has engaged American Stock Transfer & Trust Company
(the "Administrator") to administer the Plan, keep records, send
statements of account to each Participant, and perform other duties
related to the Plan. The Administrator will act as agent for the
Participants by purchasing shares from the Company or in the open market
or in negotiated transactions. Shares purchased for you under the Plan
will be registered in the name of the Plan or the Administrator's
nominee, and will be held for you in safekeeping by or through the
Administrator until you request, in writing, the issuance of certificates
for all or some of your shares, as more fully explained in Question 17.

The 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 Administrator.

5. HOW DOES AN ELIGIBLE SHAREHOLDER ENROLL OR CHANGE OPTIONS UNDER
THE PLAN?

As an eligible shareholder, you may enroll by completing and
signing the Authorization Form for the Dividend Reinvestment Plan (the
"Enrollment Card") and returning it to the Administrator. You may change
your reinvestment options at any time by completing and signing a new
Enrollment Card and returning it to the 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:

American Stock Transfer & Trust Company
Attention: Dividend Reinvestment Department
40 Wall Street, 46th Floor
New York, New York 10005
1-800-278-4353

The Enrollment Card directs the Administrator to reinvest cash
dividends on all or some of the shares of Common Stock currently or
subsequently registered in your name and on all whole and fractional
shares of Common Stock credited to your Plan account, in accordance with
the Plan. Enrolling also permits you to make a voluntary cash
contribution for the purchase of additional shares of Common Stock in
accordance with the Plan.

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

Brokers, banks, or other nominees who wish to participate in the
Plan on behalf of their clients must submit an Enrollment Card to the
Administrator, as any other record holder, with respect to the shares
held by them that are to participate in the Plan. Any shareholder of
record that is a nominee for others who wish to participate in the Plan
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 such
beneficial owner's underlying ownership of Common Stock registered in its
name from time to time.

6. WHEN MAY AN ELIGIBLE SHAREHOLDER ENROLL?

As an eligible shareholder, you may enroll at any time.
Reinvestment of dividends will start with the dividend payment occurring
after receipt of your Enrollment Card, provided it is received by the

-9-<PAGE>
Administrator at least one business day prior to the record date for that
dividend; otherwise, reinvestment of dividends will be delayed until the
next dividend payment date.

You will remain a Participant in the Plan until you elect to
discontinue the reinvestment of dividends, or sell or otherwise dispose
of all the shares of Common Stock with respect to which you have elected
to participate in the Plan.

ADVANTAGES

7. WHAT ARE THE ADVANTAGES OF THE PLAN?

There are six major advantages for a shareholder electing to
participate in the Plan:

(i) You may reinvest automatically your cash dividends in
additional shares of Common Stock.

(ii) You may invest a voluntary cash contribution from $25
to $2,500 per quarter in Common Stock.

(iii) You will not pay any brokerage commissions or other
charges in connection with any purchases made under the Plan.

(iv) Your funds will be fully invested in Common Stock
because the Plan permits fractional shares to be credited to your Plan
account. Dividends on such fractional shares, as well as on whole
shares, will be reinvested in additional shares, and such shares will be
credited to your Plan account.

(v) You will avoid the need for safekeeping of stock
certificates for shares credited to your Plan account.

(vi) Periodic statements of your Plan account reflecting all
current activity, including purchases and the latest balance, will
simplify your recordkeeping.

PURCHASES

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

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

9. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?

The number of shares that will be purchased for a Participant's
account will depend on the amount of any dividends reinvested and any
voluntary cash contributions and the applicable purchase price of the
Common Stock. 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 dividends you reinvest plus
your voluntary cash contributions by the applicable purchase price.
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.

-10-<PAGE>
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.

10. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?

Shares will be purchased as soon as practicable on or after the
dividend payment date (the "Investment Date"). 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 after receipt except
where, in the opinion of the Administrator or the Company's legal
counsel, such investments are restricted by any 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 receipt by the Administrator. 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 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 Investment Date following the Administrator's
receipt of the cash contribution.

No interest will be paid on funds held by the Administrator.

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

Since it may not be possible or practicable for the
Administrator to acquire sufficient shares for the Plan with respect to a
particular Investment Date at one time unless they are purchased from the
Company, purchases for the Plan may occur at various times and at various
purchase prices.

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 Participating Stock purchased
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 Participating Stock on the
American Stock Exchange or any exchange or The Nasdaq Stock Market on
which the Participating 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 Participating Stock occurred).

VOLUNTARY CASH CONTRIBUTIONS

12. HOW CAN A PARTICIPANT MAKE VOLUNTARY CASH CONTRIBUTIONS?

A Participant can make voluntary cash purchases by sending the
Administrator a check or money order with the form provided with the
Enrollment Card and each periodic statement. Do not send cash. Each
voluntary cash contribution must be at least $25, and such payments
cannot exceed $2,500 per quarter. The same amount of money need not be
sent each quarter. Voluntary cash contributions from foreign
Participants must be made in U.S. Dollars.

-11-<PAGE>
13. WHEN WILL VOLUNTARY CASH CONTRIBUTIONS BE INVESTED?

Voluntary cash contributions received at least one business day
prior to the applicable dividend payment date (but no earlier than 30
days before that dividend payment date) will be applied to the purchase
of shares for your account as soon as practicable on or after that
dividend payment date. Under no circumstances will interest be paid on
voluntary cash contributions.

14. UNDER WHAT CIRCUMSTANCES WILL A VOLUNTARY CASH CONTRIBUTION
BE RETURNED?

Your uninvested voluntary cash contribution will be returned to
you upon written request received by the Administrator at least 48 hours
prior to an Investment Date. In addition, any voluntary cash
contribution received less than one business day prior to an Investment
Date will be returned to the Participant. Any voluntary cash
contribution received more than 30 days prior to the applicable dividend
payment date will also be returned.

COSTS

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

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

REPORTS TO PARTICIPANTS

16. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?

As soon as practical after each purchase of shares of Common
Stock under the Plan for your account, a statement of account will be
mailed to you. These statements are your continuing record of current
activity and the cost of your purchases, 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
information you will need for reporting your dividend income for Federal
income tax purposes.

CERTIFICATES FOR SHARES

17. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?

No. Certificates will not be issued to you for shares credited
to your Plan account unless you make a request to the Administrator in
writing to do so or unless the Plan is terminated. 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 or the Administrator's nominee and credited to your Plan
account. The number of shares credited to your Plan account will be
shown on the periodic statement of your account. This convenience
protects against loss, theft, or destruction of stock certificates,
permits ownership of fractional shares, and reduces the costs to be borne
by the Company. At any time, you may request in writing that the
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 Administrator at the address shown in Question 5. 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.

-12-<PAGE>
TERMINATION OF PARTICIPATION IN THE PLAN AND WITHDRAWAL OF SHARES

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

You may direct the Administrator, in writing, at any time to
discontinue the reinvestment of dividends. You may also withdraw all or
some of the shares credited to your Plan account by notifying the
Administrator in writing and specifying the number of shares to be
withdrawn. This notice should be mailed to the Administrator at the
address shown in Question 5. Any remaining whole and fractional shares
will continue to be credited to your Plan account.

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

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. Under
such circumstances, your termination or withdrawal will not be effective
until that dividend has been reinvested. Thereafter, all dividends as to
which you have terminated participation will be paid to you in cash
unless you elect to enroll in the Plan again, which you may do at any
time.

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 Participant's 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. The proceeds to each
Participant will be the average sales price of all shares so aggregated
and sold, less applicable service fees and brokerage commissions, if any.

Any voluntary cash contribution received by the Administrator
prior to receipt of a notice to discontinue dividend reinvestment will be
invested in accordance with the Plan unless return of the payment is
requested in a written notice received at least 48 hours prior to an
Investment Date or in any circumstance where the Administrator is
otherwise required by law or the Plan to return your payment.

FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS

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

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

A 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

-13-<PAGE>
registered in the Participant's name and shares held for the
Participant's account under the Plan, increased by the amount of any
brokerage commissions and service charges on open market purchases paid
by the Company on the Participant's behalf, even though that amount or a
portion thereof is not actually received by the Participant in cash, but
instead is applied to the purchase of new shares for the Participant's
account.

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

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, 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.

For foreign Participants who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, an amount equal to the dividends payable to such
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 Administrator will
be required to report to the Internal Revenue Service and you any sales
of Common Stock by the Administrator for your Plan account. If your
dividends become subject to federal backup withholding tax, 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. For further information on the
tax consequences of participation in the Plan, 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 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
ADMINISTRATOR UNDER THE PLAN?

The Company and the Administrator will not be liable for any act
done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability arising out of the failure to
terminate a Participant's Plan account upon such Participant's death
prior to receipt of notice in writing of such death, or any claim with
respect to the timing or the price of any purchase or sale, or with
respect to any loss or fluctuation in the market value after any purchase
of shares.

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

-14-<PAGE>
24. MAY THE PLAN BE CHANGED OR DISCONTINUED?

The Company reserves the right to suspend, amend, or terminate
the Plan at any time, including the period between a dividend record date
and the related dividend payment date. The Company also reserves the
right to make modifications to the Plan and to appoint a new agent in the
place of the Administrator at any time. Participants will be notified of
any such suspension, amendment, termination, or modification, but any such
suspensions, amendments, terminations, or modifications will be effective
on adoption, even before Participants receive notice thereof. Upon a
termination of the Plan, except in the circumstances described below, any
uninvested voluntary cash contributions 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.

If the Company terminates the Plan for the purpose of
establishing another dividend reinvestment and common stock purchase
plan, Participants in the Plan will be enrolled automatically in such new
plan, and shares credited to their Plan accounts will be credited
automatically to such new plan, 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 Administrator. See Question 5 for the
Administrator's address and telephone number.

26. HOW IS THE PLAN TO BE INTERPRETED?

The Plan, the Enrollment Card signed by Participants, and the
Participants' Plan accounts shall be governed by and construed in
accordance with the laws of the State 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 PARTICIPANTS?

You have no right to draw checks or drafts against your Plan
account or to give instructions to the Administrator with respect to any
shares of Common Stock or cash held therein except as expressly provided
herein. You should notify the Administrator promptly in writing of any
change of address. Notices to Participants will be given by letter
addressed to them at their last address of record with the Administrator
under the Plan.

USE OF PROCEEDS

If shares of Common Stock are sold pursuant to the Plan by the
Company, the Company intends to apply the proceeds received in such sales
for its general corporate purposes. The Company does not know precisely
the number of shares of its 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 such purchases.

-15-
<PAGE>
LEGAL MATTERS

The validity of the shares offered by this Prospectus will be passed upon
for the Company by Kilpatrick Stockton LLP, 1100 Peachtree Street, Suite
2800, Atlanta, Georgia 30309. Partners and associates of Kilpatrick
Stockton owned 20,448 shares of the Company's Common Stock as of the date
of this prospectus.

EXPERTS

The consolidated financial statements incorporated in this
Prospectus by reference from the Company's Annual Report on Form 10-KSB,
have been audited by Draffin & Tucker, Albany, Georgia, 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 even upon their authority as
experts in accounting and auditing.

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. The Company's Articles of Incorporation also generally
provide that no director of the Company will be liable for monetary
damages for breach of his or her duty as a director. The Company's
Articles eliminate or limit the liability of a director only to the
extent permitted under Georgia law.

The Bylaws of the Company provide that any person may be indemnified
by the Company for reasonable expenses actually incurred in connection
with any action, suit or proceeding, civil or criminal, to which he shall
be made a party by reason of his being or having been a director or
officer of the Company or of any corporation which he served in any such
capacity at the request of the Company. 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. In general, the
effect of the above-referenced provisions of the Bylaws of the Company
and the provisions of Georgia law, is that the Company will indemnify its
directors and officers for reasonable expenses and damages actually
incurred in connection with any action, suit or proceeding, civil or
criminal, to which they shall be made a party by reason of their being or
having been directors or officers of the Company, provided that such
persons are not finally adjudged to have been guilty of or liable for
gross negligence, willful misconduct or criminal acts in the performance
of their duties for the Company.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to such provisions, or otherwise, the
Company has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in that 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, THE 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.

-16-
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The registrant 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 $ 2,970.00

Printing, Engraving and Reproduction $ 500.00

Legal Fees and Expenses $ 8,000.00

Accounting Fees and Expenses $ 500.00

Administration Fees $ 1,030.00
-------------
TOTAL $ 13,000.00
=============

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Articles of Incorporation provide that no director of
the Company shall be personally liable to the Company or its shareholders
for monetary damages for breach of his duty of care or other duty as a
director. The Articles eliminate or limit the liability of a director
only to the extent permitted under Georgia law.

ITEM 16. EXHIBITS

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

Exhibit
Number
- - ------

5 The opinion of Kilpatrick Stockton LLP as to the legality of the
securities being registered.

II-1<PAGE>
23(a) Consent of Kilpatrick Stockton LLP. Consent of Kilpatrick
Stockton LLP is contained in the legal opinion of such firm filed
as Exhibit 5 to the Registration Statement.

23(b) Consent of Draffin & Tucker

99 Dividend Reinvestment Plan of Southwest Georgia Financial
Corporation.

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 of 1933;

(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 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 of 1933, 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 of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the 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.

II-2
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the issuer
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 Moultrie, State of Georgia, on
this 23 day of April, 1997.

SOUTHWEST GEORGIA FINANCIAL CORPORATION

By: /s/ John H. Clark
John H. Clark, Vice Chairman and Chief
Executive Officer
(Principal Executive Officer)

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

Signature Title

/s/ John H. Clark
John H. Clark Vice Chairman and Chief Executive Officer
(Principal Executive Officer)

/s/ Leo T. Barber, Jr. Chairman
Leo T. Barber, Jr.

/s/ Albert W. Barber Director
Albert W. Barber

/s/ Jack Short Vice Chairman
Jack Short

/s/ Robert M. Duggan Director
Robert M. Duggan

/s/ Richard L. Moss Director
Richard L. Moss

/s/ E. J. McLean, Jr. Director
E.J. McLean, Jr.

Signatures Continued on Next Page

II-3
<PAGE>
Signatures Continued

/s/ Johnny R. Slocumb Director
Johnny R. Slocumb

/s/ Roy Reeves Director
Roy Reeves

/s/ Glenn D. Moon Director
Glenn D. Moon

/s/ Lee C. Redding Director
Lee C. Redding

/s/ R. Bradford Burnette Director
R. Bradford Burnette

/s/ Cecil W. Alvis President; Chief Operating Officer and
Cecil W. Alvis Director

/s/ George R. Kirkland Senior Vice President and Treasurer (Principal
George R. Kirkland Financial and Accounting Officer)

II-4
<PAGE>
INDEX TO EXHIBITS

Exhibit
Number
- - -------
5 The opinion of Kilpatrick Stockton LLP, Attorney at
Law, as to the legality of the securities being
registered

23(a) Consent of Kilpatrick Stockton LLP (Included in
Exhibit 5)

23(b) Consent of Draffin & Tucker

99 Dividend Reinvestment Plan of Southwest Georgia
Financial Corporation

II-5

EXHIBIT 5

KILPATRICK STOCKTON LLP
Attorneys at Law
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
Telephone: 404.815.6500
Facsimile: 404.815.6555

E-mail: [email protected]
May 7, 1997
Direct Dial: 404.815.6483

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

Re: Southwest Georgia Financial Corporation ("Company")/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 Plan of the Company ("Plan"),
and with the preparation and filing of the Registration Statement for the
proposed offering of 50,000 shares of $1.00 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,

KILPATRICK STOCKTON LLP

By: /s/ Jan M. Davidson
Jan M. Davidson, a partner

Exhibit 23(a)
DRAFFIN & TUCKER
CERTIFIED PUBLIC ACCOUNTANTS
P.O. BOX 6
2617 GILLIONVILLE ROAD
ALBANY, GEORGIA 31702-0006
(912) 883-7878
FAX (912) 435-3152

April 28, 1997

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

Re: Southwest Georgia Financial Corporation (Company)
Registration Statement on Form S-3
(Registration Statement)
"Dividend Reinvestment Plan"

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of Southwest Georgia
Financial Corporation on Form S-3 of our report dated January 24, 1997,
appearing in the Prospectus, which is made part of this Registration
Statement, by reference.

We also consent to the filing of this opinion as an exhibit to the
Registration Statement and reference to us under the headings "Experts"
therein.

/s/ Draffin & Tucker

Albany, Georgia

By: /s/ William R. Rambo
William R. Rambo, Partner

EXHIBIT 99

DIVIDEND REINVESTMENT AND
SHARE PURCHASE PLAN OF
SOUTHWEST GEORGIA FINANCIAL CORPORATION

The purpose of this Dividend Reinvestment and Share Purchase Plan
("Plan") of Southwest Georgia Financial Corporation (the "Company") is to
provide the holders of record of the common stock, $1.00 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 American Stock Transfer & 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 the American
Stock Transfer & 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 card (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 shares 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 the Participating Stock credited to
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.

2<PAGE>
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 purchased 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 American Stock
Exchange, or any exchange, or The Nasdaq Stock Market, 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 any 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

3
<PAGE>
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.

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 five 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 Participant's
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

4
<PAGE>
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.

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.

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

5
<PAGE>
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 understood 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. This 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 Southwest Georgia Financial
Corporation on this 23rd day of April, 1997.

SOUTHWEST GEORGIA FINANCIAL
CORPORATION

By: /s/ John H. Clark
John H. Clark, Vice President
and Chief Executive Officer

6
<PAGE>
SOUTHWEST GEORGIA FINANCIAL CORPORATION

AUTHORIZATION FORM FOR DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN

I hereby elect to participate in the Dividend Reinvestment and Share
Purchase Plan of Southwest Georgia Financial Corporation in accordance with
the provisions as outlined in the Plan prospectus. By checking the box
below, I authorize the Plan Administrator of Southwest Georgia Financial
Corporation to reinvest 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 reinvest I wish to have
dividends on all dividends
shares reinvested on
registered in my _______ (please
name. 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.

Under each of the 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:
American Stock Transfer & Trust Company
Attention: Dividend Reinvestment Department
40 Wall Street, 46th Floor
New York, New York 10005
1-800-278-4353