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FIRST STERLING BANKS, INC.
May 27, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Filings Desk
Ladies and Gentlemen:
Pursuant to Rule 477 of Regulation C of the Securities Act of 1933,
First Sterling Banks, Inc. ("FSLB") hereby requests the withdrawal of the
following registration statements filed by Georgia Bancshares, Inc.
("GABS") on Form S-8:
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<CAPTION>
Registration No. Date Number of Shares
---------------- ---- ----------------
<S> <C> <C>
333-09827 August 8, 1996 40,000 shares
333-09829 August 8, 1996 40,000 shares
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On April 23, 1999, GABS was merged with and into First Sterling Banks,
Inc. and FSLB assumed the stock options granted under the stock option plans
of GABS previously registered by GABS pursuant to the above listed
Registration Statements. FSLB anticipates filing registration statements on
Form S-8 with respect to the options assumed by FSLB in connection with
FSLB's merger with GABS. Accordingly, FSLB requests that the above listed
Registration Statements on Form S-8 be withdrawn and terminated.
FIRST STERLING BANKS, INC.
By: /s/ Edward C. Milligan
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Edward C. Milligan
President and Chief Executive Officer
