SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
PREMIER BANCSHARES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
739909109
(CUSIP Number)
Check the following box if a fee is being paid with this
statement x . (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 739909109 13G
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Stephens
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
NA
(a) ___
(b) ___
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,163,905
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,163,905
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,163,905
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
NA
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a) Name of Issuer
Premier Bancshares, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices
2180 Atlanta Plaza
950 E. Paces Ferry Rd.
Atlanta, GA 30326
Item 2(a) Name of Person Filing
John D. Stephens
Item 2(b) Address of Principal Business Office or, if none,
Residence
1899 Parker Court
Stone Mountain, GA 30087
Item 2c Citizenship
USA
Item 2(d) Title of Class of Securities
Common Stock
Item 2(e) CUSIP Number
739909109
Item 3 If this statement is filed pursuant to Rule 13d-
1(b), or 13d-2(b), check whether the person filing is a:
NA
Item 4 Ownership as of December 31, 1998
(a) Amount Beneficially Owned
2,163,905
(b) Percent of Class
8.3%
(c) Number of shares as to which such person has
(i) sole power to vote or to direct the vote
2,163,905
(ii) shared power to vote or to direct the vote
-0-
(iii) sole power to dispose or to direct the
disposition of
2,163,905
(iv) shared power to dispose or to direct the
disposition of
-0-
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the
fact that as of the date hereof the
Reporting person has ceased to be the
beneficial owner of more than five
Percent of the class of securities, check the
following ___. NA
Item 6 Ownership of More than Five Percent on Behalf of
Another Person
NA
Item 7 Identification and Classification of the Subsidiary
Which Acquired the security Being Reported on By the Parent
Holding Company
NA
Item 8 Identification and Classification of Members of the
Group
NA
Item 9 Notice of Dissolution of Group
NA
Item 10 Certification
NA
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 2, 1999 Signature: /s/ John D. Stephens
John D. Stephens, Director
