UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  ________    to    _______

Commission File Number 000-25267

OCONEE FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)

Georgia	58-2442250
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
35 North Main Street Watkinsville, Georgia	30677
(Address of principal executive offices)	(Zip Code)

706-769-6611

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.      Yes o   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer: o	Accelerated filer: o
Non-accelerated filer: o   (Do not check if a smaller reporting company)	Smaller reporting company: þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o   No þ

The number of shares outstanding of the issuer’s common stock as of May 17, 2010 was 899,815.

INDEX

PART I - FINANCIAL INFORMATION
		Page No.
Item 1.	Financial Statements
	Consolidated Balance Sheets at March 31, 2010 and December 31, 2009	1
	Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2010 and 2009	2
	Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the Three Months Ended March 31, 2010 and 2009	3
	Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2010 and 2009	4
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 4T.	Controls and Procedures	21
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 5.	Other Information	22
Item 6.	Exhibits	22

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

OCONEE FINANCIAL CORPORATION AND SUBSIDIARY

Consolidated Balance Sheets

March 31, 2010 and December 31, 2009

	March 31, 2010 (unaudited)		December 31, 2009
Assets
Cash and due from banks, including reserve requirements of $25,000	$	22,669,079		24,736,354
Federal funds sold		-		-
Cash and cash equivalents		22,669,079		24,736,354
Investment securities available for sale		63,940,843		66,903,283
Other investments		556,300		556,300
Mortgage loans held for sale		207,160		-
Loans, net of allowance for loan losses of $3,684,522 and $3,497,292		170,652,697		176,340,490
Premises and equipment, net		6,205,786		6,312,968
Other real estate owned		8,775,372		6,915,161
Accrued interest receivable and other assets		3,239,281		3,534,444
Total assets	$	276,246,518		285,299,000
Liabilities and Stockholders’ Equity
Liabilities:
Deposits
Noninterest-bearing	$	28,845,857		28,957,212
Interest-bearing		211,277,182		221,485,106
Total deposits		240,123,039		250,442,318
Securities sold under repurchase agreements		10,234,754		9,814,023
Accrued interest payable and other liabilities		682,542		357,046
Total liabilities		251,040,335		260,613,387
Stockholders’ equity:
Common stock, $2 par value;
authorized 1,500,000 shares;
issued and outstanding 899,815 shares		1,799,630		1,799,630
Additional paid-in capital		4,243,332		4,243,332
Retained earnings		18,569,288		18,301,063
Accumulated other comprehensive income		593,933		341,588
Total stockholders’ equity		25,206,183		24,685,613
Total liabilities and stockholders’ equity	$	276,246,518		285,299,000

See accompanying notes to consolidated financial statements.

1

OCONEE FINANCIAL CORPORATION AND SUBSIDIARY

Consolidated Statements of Operations

For the Three Months Ended March 31, 2010 and 2009

(Unaudited)

	Three Months Ended
	2010		2009
Interest Income:
Loans	$	2,364,160		2,343,516
Investment securities:
Tax exempt		130,512		192,330
Taxable		635,415		801,136
Federal funds sold and other		8,487		27,943
Total interest income		3,138,574		3,364,925
Interest Expense:
Deposits		972,588		1,546,497
Other		72,031		75,670
Total interest expense		1,044,619		1,622,167
Net interest income		2,093,955		1,742,758
Provision for loan losses		200,000		1,100,000
Net interest income after provision for loan losses		1,893,955		642,758
Other Income:
Service charges on deposit accounts		275,913		315,354
Mortgage origination fees		4,406		139,599
Income on other real estate owned		138,138		2,100
Impairment loss on restricted equity securities		-		(100,429	)
Other operating income		283,093		217,623
Total other income		701,550		574,247
Other Expense:
Salaries and other personnel expense		1,155,784		1,330,641
Net occupancy and equipment expense		292,354		356,173
Other operating expense		805,985		626,575
Total other expense		2,254,123		2,313,389
Earnings (loss) before income taxes		341,382		(1,096,384	)
Income taxes (benefit)		73,157		(397,474	)
Net earnings (loss)	$	268,225		(698,910	)
Earnings (loss) per common share based on average
outstanding shares of 899,815	$	0.30		(0.78	)

See accompanying notes to consolidated financial statements.

2

OCONEE FINANCIAL CORPORATION AND SUBSIDIARY

Consolidated Statements of Comprehensive Income (Loss)

For the Three Months Ended March 31, 2010 and 2009

(Unaudited)

	Three Months Ended
	2010		2009
Net earnings (loss)	$	268,225		(698,910	)
Other comprehensive income (loss), net of tax benefit:
Unrealized gains (losses) on securities available for sale:
Holding gains (losses) arising during period, net of tax
(benefit) of  $154,401 and $(90,013)		252,345		(147,113	)
Total other comprehensive income (loss)		252,345		(147,113	)
Comprehensive income (loss)	$	520,570		(846,023	)

See accompanying notes to consolidated financial statements.

3

OCONEE FINANCIAL CORPORATION AND SUBSIDIARY

Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2010 and 2009

(Unaudited)

	2010			2009
Cash flows from operating activities:
Net earnings (loss)	$	268,225		$	(698,910	)
Adjustments to reconcile net earnings (loss) to net
cash provided (used) by operating activities:
Provision for loan losses		200,000			1,100,000
Depreciation, amortization and accretion		164,951			100,095
Impairment loss on restricted equity securities		-			100,429
Gain on sales of other real estate owned		(34,540	)		-
Change in assets and liabilities:
Interest receivable and other assets		140,762			(498,732	)
Interest payable and other liabilities		325,496			(96,554	)
Mortgage loans held for sale		(207,160	)		(33,326	)
Net cash provided (used) by operating activities		857,734			(26,998	)
Cash flows from investing activities:
Proceeds from calls, maturities, and paydowns of
investment securities available for sale		6,550,284			29,251,984
Purchases of investment securities available for sale		(3,210,328	)		(39,931,612	)
Proceeds from redemption of other investments		-			22,500
Net change in loans		3,104,663			2,245,396
Purchases of premises and equipment		(28,539	)		(7,177	)
Capital improvements on other real estate		(42,756	)		-
Proceeds from sales of other real estate		600,215			-
Net cash provided (used) by investing activities		6,973,539			(8,418,909	)
Cash flows from financing activities:
Net change in deposits		(10,319,279	)		(4,654,804	)
Net change in securities sold under repurchase agreements		420,731			9,985,653
Net cash (used) provided by financing activities		(9,898,548	)		5,330,849
Net increase (decrease) in cash and cash equivalents		(2,067,275	)		(3,115,058	)
Cash and cash equivalents at beginning of period		24,736,354			20,062,492
Cash and cash equivalents at end of period	$	22,669,079		$	16,947,434

4

OCONEE FINANCIAL CORPORATION AND SUBSIDIARY

Consolidated Statements of Cash Flows, continued

For the Three Months Ended March 31, 2010 and 2009

(Unaudited)

	2010		2009
Supplemental cash flow information:
Cash paid for interest	$	1,113,746	$	1,640,496
Noncash investing and financing activities:	$	2,383,130	$	2,223,986
Transfer from loans to other real estate owned
Change in net unrealized gains (losses) on investment securities available for sale, net of tax benefit	$	252,345	$	(147,113	)

See accompanying notes to consolidated financial statements.

5

OCONEE FINANCIAL CORPORATION AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Unaudited)

(1)           Basis of Presentation

The financial statements include the accounts of Oconee Financial Corporation (the “Corporation”) and its wholly-owned subsidiary, Oconee State Bank (the “Bank”).  All significant intercompany accounts and transactions have been eliminated in consolidation.

The following unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations.  The consolidated financial information furnished herein reflects all adjustments which are, in the opinion of management, necessary to present a fair statement of the results of operations and financial position for the periods covered herein.  All such adjustments are of a normal recurring nature.

Operating results for the three–month period ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.  For further information, refer to the financial statements and footnotes included in the Corporation’s annual report included on Form 10-K for the year ended December 31, 2009.

Critical Accounting Policies

The Corporation’s accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial condition.  Some of the Corporation’s accounting policies require significant judgment regarding valuation of assets and liabilities and/or significant interpretation of the specific accounting guidance.  A description of the Corporation’s significant accounting policies can be found in Note 1 of the Notes to Consolidated Financial Statements in the Corporation’s 10-K for the year ended December 31, 2009.

Many of the Corporation’s assets and liabilities are recorded using various valuation techniques that require significant judgment as to recoverability.  The collectability of loans is reflected through the Corporation’s estimate of the allowance for loan losses.  The Corporation performs periodic detailed reviews of its loan portfolio in order to assess the adequacy of the allowance for loan losses in light of anticipated risks and loan losses.  In addition, investment securities available for sale and mortgage loans held for sale are reflected at their estimated fair value in the consolidated financial statements.  Such amounts are based on either quoted market prices or estimated values derived by the Corporation using dealer quotes or market comparisons.

(2)           Net Earnings (Loss) Per Common Share

Net earnings (loss) per common share are based on the weighted average number of common shares outstanding during the period.

(3)           Allowance for Loan Losses

Changes in the allowance for loan losses were as follows:

	Three Months Ended March 31,
	2010			2009
Balance at beginning of year	$	3,497,292			4,215,262
Amounts charged off		(19,116	)		(17,526	)
Recoveries on amounts previously charged off		6,346			8,371
Provision for loan losses		200,000			1,100,000
Balance at March 31	$	3,684,522			5,306,107

6

(4)       Fair Value Measurements

The Corporation utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.  Securities available-for-sale and certain loans held for sale are recorded at fair value on a recurring basis.  Additionally, from time to time, the Corporation may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans and foreclosed property.  These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

Under FASB ASC (Financial Accounting Standards Board Accounting Standards Codification) Topic 820, the Corporation groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.  These levels are:

Level 1 – Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3 – Generated from model-based techniques that use at least one significant assumption based on unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Corporation’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments recorded at fair value on a recurring and non-recurring basis:

Securities Available-for-Sale: Securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets.

Loans Held for Sale: Loans held for sale are carried at the lower of cost or fair value. The fair value of loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, management classifies loans subjected to recurring fair value adjustments as Level 2.

Impaired Loans: Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures its impairment.  The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, and discounted cash flows less selling costs. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At March 31, 2010, substantially all of the impaired loans were evaluated based on the fair value of the collateral. In accordance with FASB ASC Topic 820, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Corporation records the impaired loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Corporation records the impaired loan as nonrecurring Level 3.

7

Foreclosed Assets: Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets. Subsequently, foreclosed assets are carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral less selling costs. When the fair value of the collateral is based on an observable market price, the Corporation records the foreclosed asset as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Corporation records the foreclosed asset as nonrecurring Level 3.

The tables below presents the Corporation’s assets measured at fair value on a recurring basis as of March 31, 2010 and December 31, 2009, aggregated by the level in the fair value hierarchy within which those measurements fall.

	Balance at March 31, 2010
	(In thousands)		(Level 1)		(Level 2)		(Level 3)
Assets
Securities	$	63,941	$	-	$	63,941	$	-
Loans held for sale		207		-		207		-

	Balance at December 31, 2009
	(In thousands)		(Level 1)		(Level 2)		(Level 3)
Assets
Securities	$	66,903	$	-	$	66,903	$	-

The table below presents the Corporation’s assets measured at fair value on a nonrecurring basis as of March 31, 2010 and December 31, 2009, aggregated by the level in the fair value hierarchy within which those measurements fall.

	Balance at  March 31, 2010
	(In thousands)		(Level 1)		(Level 2)		(Level 3)
Assets
Impaired loans	$	15,267	$	-	$	-	$	15,267
Other real estate		8,775		-		-		8,775

	Balance at  December 31, 2009
	(In thousands)		(Level 1)		(Level 2)		(Level 3)
Assets
Impaired loans	$	17,706	$	-	$	-	$	17,706
Other real estate		6,915		-		-		6,915

Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and Cash Equivalents

For cash, due from banks, and federal funds sold, the carrying amount is a reasonable estimate of fair value.

Investment Securities Available for Sale

Fair values for investment securities are based on quoted market prices.

8

Restricted Equity Securities

The carrying amount of restricted equity securities approximates fair value.

Loans and Mortgage Loans Held for Sale

The fair value of fixed rate loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings. For variable rate loans, the carrying amount is a reasonable estimate of fair value. The fair value of impaired loans is estimated based on discounted contractual cash flows or underlying collateral value, where applicable.  Mortgage loans held for sale are valued based on the current price at which these loans could be sold into the secondary market.

Deposits and Securities Sold Under Repurchase Agreements

The fair value of demand deposits, interest-bearing demand deposits, savings, and securities sold under repurchase agreements is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities.

Commitments to Extend Credit and Standby Letters of Credit

Commitments to extend credit and standby letters of credit are generally short-term and carry variable interest rates.  Therefore, both the carrying value and estimated fair value associated with these instruments are immaterial.

The estimated fair values of the Corporation’s financial instruments as of March 31, 2010 and December 31, 2009 are as follows:

	March 31, 2010				December 31, 2009
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
Assets:	(In thousands)				(In thousands)
Cash and cash equivalents	$	22,669		22,669		24,736		24,736
Investment securities	$	63,941		63,941		66,903		66,903
Restricted equity securities	$	556		556		556		556
Mortgage loans held for sale	$	207		207		-		-
Loans, net	$	170,653		170,615		176,340		174,696
Liabilities:
Deposits and securities sold under
repurchase agreement	$	250,358		250,363		260,256		260,651

(5)  Investments

Investment securities available for sale at March 31, 2010 and December 31, 2009 are as follows:

	March 31, 2010
	Amortized  Cost		Gross Unrealized  Gains		Gross Unrealized  Losses			Estimated Fair   Value
U.S. Government-sponsored enterprises (GSEs)*	$	27,479,268		301,562		(45,301	)		27,735,529
State, county and municipal		10,867,999		130,868		(173,419	)		10,825,448
Mortgage-backed securities – GSE residential		23,019,307		869,687		-			23,888,994
Corporate bonds		1,616,930		-		(126,058	)		1,490,872
Total	$	62,983,504		1,302,117		(344,778	)		63,940,843

9

	December 31, 2009
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
U.S. Government-sponsored enterprises (GSEs)*	$	28,989,082		191,702		(226,629	)		28,954,155
State, county and municipal		11,223,018		124,977		(193,576	)		11,154,419
Mortgage-backed securities – GSE residential		24,522,979		800,214		(12,795	)		25,310,398
Corporate bonds		1,617,611		-		(133,300	)		1,484,311
Total	$	66,532,690		1,116,893		(566,300	)		66,903,283

* Such as Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, and Federal Home Loan Banks.

Unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of March 31, 2010 and December 31, 2009 are summarized as follows:

	March 31, 2010
	Less than 12 Months				12 Months or More
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Total Unrealized Losses
GSEs	$	5,547,313		45,301		-		-		45,301
State, county and municipal		2,626,849		75,279		1,175,047		98,140		173,419
Corporate bonds		-		-		1,490,872		126,058		126,058
	$	8,174,162		120,580		2,665,919		224,198		344,778

	December 31, 2009
	Less than 12 Months				12 Months or More
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Total Unrealized Losses
GSEs	$	16,378,577		226,629		-		-		226,629
State, county and municipal		2,117,963		71,729		1,178,181		95,351		167,080
Mortgage-backed securities		5,861,084		39,291		-		-		39,291
Corporate bonds		-		-		1,484,311		133,300		133,300
	$	24,357,624		337,649		2,662,492		228,651		566,300

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation.

The unrealized losses on these debt securities in a continuous loss position for twelve months or more as of March 31, 2010 and December 31, 2009 are considered to be temporary because they arose due to changing interest rates and the repayment sources of principal and interest are government backed or are securities of investment grade issuers. Included in the table above as of March 31, 2010 were 10 out of 25 securities issued by state and political subdivisions that contained unrealized losses, 5 of 23 securities issued by government sponsored agencies, and 2 of 2 other debt securities that contained unrealized losses.

10

GSE debt securities.  The unrealized losses on the five investments in GSEs were caused by interest rate increases.  Because the Corporation does not intend to sell the investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Corporation does not consider those investments to be other-than-temporarily impaired at March 31, 2010.

Corporate bonds.  The Corporation’s unrealized losses on investments in two corporate bonds relates to investments in companies within the financial services sector.  The unrealized losses are primarily caused by recent decreases in profitability and profit forecasts by industry analysts.  The Corporation currently does not believe it is probable that it will be unable to collect all amounts due according to the contractual terms of the investments.  Because the Corporation does not intend to sell the investment and it is not more likely than not that the Corporation will be required to sell the investments before recovery of its par value, which may be maturity, it does not consider these investments to be other-than-temporarily impaired at March 31, 2010.

State and municipal securities.  The unrealized losses for twelve months or longer relates to three municipal securities.  The unrealized losses are primarily caused by securities no longer being insured and/or ratings being withdrawn given the current economic environment, as well as changes in interest rates.  Because the Corporation does not intend to sell the investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Corporation does not consider those investments to be other-than-temporarily impaired at March 31, 2010.

The amortized cost and fair value of investment securities available for sale at March 31, 2010, by contractual maturity, are shown below.  Expected maturities will differ from contractual maturities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized  Cost		Estimated Fair Value
Due within one year	$	930,000		931,940
Due from one to five years		410,232		412,259
Due from five to ten years		13,362,910		13,485,903
Due after ten years		25,261,055		25,221,747
Mortgage-backed securities		23,019,307		23,888,994
	$	62,983,504		63,940,843

Oconee had no sales of investment securities during the three-month periods ended March 31, 2010 and 2009.

(6)  Accounting Standards Updates

In February 2010, the FASB issued Accounting Standards Update No. 2010-09, Subsequent Events: Amendments to Certain Recognition and Disclosure Requirements (“ASC No. 2010-09”). ASU No. 2010-09 removes some contradictions between the requirements of GAAP and the filing rules of the Securities and Exchange Commission (“SEC”). SEC filers are required to evaluate subsequent events through the date the financial statements are issued, and they are no longer required to disclose the date through which subsequent events have been evaluated. This guidance was effective upon issuance except for the use of the issued date for conduit debt obligors, and it is not expected to have a material impact on Oconee’s results of operations, financial position or disclosures.

In February 2010, the FASB issued Accounting Standards Update No. 2010-10, Consolidation: Amendments for Certain Investment Funds (“ASU No. 2010-10”). ASU No. 2010-10 indefinitely defers the effective date for certain investment funds, the amendments made to FASB ASC 810-10 related to variable interest entities by Statement of Financial Accounting Standard (“SFAS”) No. 167, however this deferral does not apply to the disclosure requirements of SFAS No. 167. ASU No. 2010-10 also clarifies that (1) interests of related parties must be considered in determining whether fees paid to decision makers or service providers constitute a variable interest, and (2) a quantitative calculation should not be the only basis on which such determination is made. This guidance is effective as of the beginning of the first annual period beginning after November 15, 2009, and for interim periods within that first annual reporting period. It is not expected to have an impact on Oconee’s results of operations, financial position or disclosures.

In April 2010, the FASB issued Accounting Standards Update No. 2010-18, Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset (“ASU No. 2010-18”). ASU No. 2010-18 provides guidance on the accounting for loan modifications when the loan is part of a pool of loans accounted for as a single asset such as acquired loans that have evidence of credit deterioration upon acquisition that are accounted for under the guidance in ASC 310-30. ASU No. 2010-18 addresses diversity in practice on whether a loan that is part of a pool of loans accounted for as a single asset should be removed from that pool upon a modification that would constitute a troubled debt restructuring or remain in the pool after modification. ASU No. 2010-18 clarifies that modifications of loans that are accounted for within a pool under ASC 310-30 do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if the expected cash flows for the pool change. The amendments in this update do not require any additional disclosures and are effective for modifications of loans accounted for within pools under ASC 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. ASU 2010-18 is not expected to have a material impact on Oconee’s results of operations, financial position or disclosures.

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Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This discussion contains forward-looking statements under the private Securities Litigation Reform Act of 1995 that involve risk and uncertainties.  Although the Corporation believes that the assumptions underlying the forward-looking statements contained in the discussion are reasonable, any of the assumptions could be inaccurate, and therefore, no assurance can be made that any of the forward-looking statements included in this discussion will be accurate.  Factors that could cause actual results to differ from results discussed in forward-looking statements include, but are not limited to: economic conditions (both generally and in the markets where the Corporation operates); competition from other providers of financial services offered by the Corporation; government regulations and legislation; changes in interest rates; material unforeseen changes in the financial stability and liquidity of the Corporation’s credit customers, all of which are difficult to predict and which may be beyond the control of the Corporation.  The Corporation undertakes no obligation to revise forward-looking statements to reflect events or changes after the date of this discussion or to reflect the occurrence of unanticipated events.

Financial Condition

Like many financial institutions across the United States, the Corporation’s operations have been negatively affected by the current economic crisis.  The recession has reduced liquidity and credit quality within the banking system and the labor, capital and real estate markets.  Dramatic declines in the housing market have negatively affected the credit performance of our residential construction and development loans.  The economic recession has also lowered commercial and residential real estate values and substantially reduced general business activity and investment.  Combined, the deterioration in the residential and the commercial real estate markets has materially increased our level of nonperforming assets and charge-offs of problem loans.  These market conditions and the tightening of credit have led to increased delinquencies in our loan portfolio, increased market volatility, added pressure on our capital, a lower net  interest margin and net losses.

These factors have magnified the need for careful management of the Bank going forward.  Regulatory scrutiny within the banking industry has increased significantly, and as a result, the Bank’s management team and Board of Directors have implemented, and will continue to implement strategies to guide the Bank through this difficult market.  Management has focused on strategies to increase revenues and control expenses in an effort to return the Bank to profitability.  In addition, loan underwriting standards have been tightened and credit risk will continue to be closely monitored.  Balance sheet management strategies have been developed which will, in all likelihood, result in a decline in investment securities and deposit balances and in total assets in order to reduce interest expense and produce a better match in the bank’s funding and its funding needs.

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On August 18, 2009, the Bank entered into a Stipulation and Consent to the Issuance of an Order to Cease and Desist (the “Consent Agreement”) with the Federal Deposit Insurance Corporation (the “FDIC”) and the Georgia Department of Banking and Finance (the “GDBF”), whereby the Bank consented to the issuance of an Order to Cease and Desist (the “Order”).

Among other things, the Order provides that, unless otherwise agreed by the FDIC and GDBF:

· the Board of Directors of the Bank must increase its participation in the affairs of the Bank and establish a Board committee responsible for ensuring compliance with the Order;

· the Bank must have and retain qualified management and notify the FDIC and the GDBF in writing when it proposes to add any individual to the Bank’s Board of Directors or employ any individual as a senior executive officer;

· the Bank must have and maintain a Tier 1 (Leverage) Capital ratio of not less than 8% and a Total Risk-based Capital ratio of at least 10%;

· the Bank must collect or charge-off problem loans;

· the Bank must formulate a written plan to reduce the Bank’s adversely classified assets in accordance with a defined asset reduction schedule;

· the Bank may not extend any additional credit to, or for the benefit of, any borrower who has a loan or other extension of credit from the Bank that has been charged-off or adversely classified and is uncollected;

· the Bank must strengthen its lending and collection policy to provide effective guidance and control over the Bank’s lending functions;

· the Bank must perform a risk segmentation analysis with respect to concentrations of credit and reduce such concentrations;

· the Board of Directors of the Bank must review the adequacy of the allowance for loan and lease losses (the “ALLL”) and establish a comprehensive policy for determining the adequacy of the ALLL;

· the Bank must revise its budget and include formal goals and strategies to improve the Bank’s net interest margin, increase interest income, reduce discretionary expenses and improve and sustain earnings of the Bank;

· the Bank may not pay a cash dividend to Oconee Financial Corporation;

· the Board of Directors of the Bank must strengthen its asset/liability management and interest rate risk policies and liquidity contingency funding plan,

· the Bank may not accept, renew or rollover brokered deposits without obtaining a brokered deposit waiver from the FDIC.

· the Bank must eliminate or correct all violations of law and contraventions of policy;

· the Bank must submit quarterly reports to the FDIC and GDBF regarding compliance with the Order.

The provisions of the Order will remain effective until modified, terminated suspended or set aside by the FDIC.  The primary focuses going forward will be reducing classified and non-performing assets, maintaining adequate levels of capital and returning the Bank to profitable operating levels.  As of March 31, 2010, the Bank was in full compliance with the Order.

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Total assets at March 31, 2010 were $276,247,000, representing a $9,052,000 (3.17%) decrease from December 31, 2009.  Investment securities decreased $2,962,000 as compared to December 31, 2009, primarily as a result of the Bank’s decision to allow the maturities and calls of investment securities to provide liquidity to replace deposits in a designed effort to shrink the Bank’s balance sheet.  Loans decreased $5,501,000 (3.06%) at March 31, 2010 as compared to December 31, 2009, primarily due to loan pay-downs and the shifting of $2,383,000 from loans to other real estate owned during the first three months of 2010.  Deposits decreased $10,319,000 (4.12%) from December 31, 2009.  The decrease in deposits is primarily attributable to decreases in interest-bearing checking accounts of $5,169,000 and $8,185,000 in time deposits as compared to December 31, 2009 balances, offset by an increase in savings account balances of $3,570,000.  Securities sold under repurchase agreements increased $421,000 at March 31, 2010 as compared to December 31, 2009.  The allowance for loan losses at March 31, 2010 was $3,685,000, compared to the December 31, 2009 balance of $3,497,000, representing 2.11% of total loans at March 31, 2010, compared to 1.94% of total loans at December 31, 2009. Cash and cash equivalents decreased $2,067,000 from December 31, 2009.  Total stockholders’ equity at March 31, 2010 of $25,206,000 increased $520,000 (2.11%) from December 31, 2009.

The following table presents a summary of the Bank’s loan portfolio by loan type at March 31, 2010 (dollars are in thousands).

	Amount		Percentage
	(In thousands)
Commercial, financial and agricultural	$	27,873		16.0	%
Real estate – mortgage		116,198		66.6	%
Real estate – commercial construction		23,382		13.4	%
Real estate – consumer construction		515		0.3	%
Consumer		6,369		3.7	%
Total loans	$	174,337		100.0	%

The total amount of nonperforming assets, which includes nonaccruing loans, other real estate owned, repossessed collateral and loans for which payments are more than 90 days past due was $25,352,000 at March 31, 2010, representing an increase of $681,000 (2.76%) from December 31, 2009.  This increase is primarily attributable to an increase of $1,860,000 in other real estate owned, offset by a decrease of $1,129,000 in nonaccrual loans.  Total nonperforming assets were 14.54% of total loans at March 31, 2010, compared to 13.72% at December 31, 2009.  Nonperforming assets represented 9.18% of total assets at March 31, 2010, compared to 8.65% of total assets at December 31, 2009.  Nonaccrual loans represented 9.51% of total loans outstanding at March 31, 2010, compared to 9.85% of total loans outstanding at December 31, 2009.  There were no related party loans which were considered to be nonperforming at March 31, 2010.  A summary of non-performing assets at March 31, 2010, December 31, 2009 and March 31, 2009 is presented in the following table (dollars are in thousands).

	March 31, 2010		December 31, 2009		March 31, 2009
Other real estate	$	8,775		6,915		4,064
Repossessions		-		50		2
Non-accrual loans		16,577		17,706		29,776
Accruing loans 90 days or more past due		-		-		7
	$	25,352		24,671		33,849

The table below details the changes in other real estate owned for the three months ending March 31, 2010 and 2009 (dollars are in thousands).

	2010			2009
Balance at January 1	$	6,915			1,777
Transfer from loans to other real estate		2,383			2,224
Capital Improvements on other real estate		43			63
Sales of other real estate		(566	)		-
Balance at March 31	$	8,775			4,064

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As of March 31, 2010, the allowance for loan losses was allocated as follows (dollars are in thousands).

	Allocation of  Allowance for Loan Losses		% of Allowance for Loan Losses			% of Loans by  Category to Total Loans
Commercial, financial and agricultural	$	847		23.0	%		16.0	%
Real Estate - Commercial Construction		1,264		34.3	%		13.4	%
Consumer		121		3.3	%		3.7	%
Real Estate - Mortgage		988		26.8	%		66.6	%
Unallocated		465		12.6	%		0.3	%
Total	$	3,685		100.0	%		100.0	%

During the first quarter 2009, the Bank formed Motel Holdings Georgia, Inc., a subsidiary corporation for the purpose of holding a motel that was foreclosed upon by the Bank in January 2009.  At March 31, 2010, the carrying amount of the hotel in other real estate owned was $1,991,000.  This subsidiary was set up to limit the Bank’s liability on the operations of the motel and to make a more clear separation of the income and expenses relating to the motel and the Bank’s ordinary lines of business.  The Bank has contracted with an independent hospitality management company to operate the motel while the Bank markets the motel for sale.

At March 31, 2010, the Corporation had loan concentrations in the housing industry and in the hotel and motel industry.  Total commitment amounts for hotel and motel loans were $19,722,000 at March 31, 2010, of which $19,629,000 was funded and outstanding.  The Corporation’s primary risk relating to the hotel and motel industry is a slowdown in the travel and tourism industry.

As of March 31, 2010, the Corporation had total commitments for construction and development loans of $23,977,000, of which $19,817,000 was funded and outstanding.  The local housing industry has slowed considerably over the past 12 to 18 months, as has occurred at the state and national level.  New loan requests have been down as compared to prior periods due to this slowdown.  The immediate challenge for the Bank is to finance builders and developers with the financial strength to deal with the current weaker demand, while working with financially weaker builders in an attempt to help them work through this economic downturn.

Results of Operations

Net interest income increased $351,000 (20.15%) in the first three months of 2010 compared to the same period for 2009 as a result of an increase in the interest rate spread.  The Bank’s net interest margin for the first three months of 2010 was 3.28%, compared to 2.51% for the same time period during 2009.  Yield on interest earning assets for the three-month period ending March 31, 2010 was 4.92%, compared to 4.84% for the three-month period ending March 31, 2009.  Average rate paid on interest bearing liabilities was 1.89% for the three months ending March 31, 2010, compared to 2.55% for the same period during 2009.  The primary reasons for the changes in yield on interest earning assets are interest rate floors on floating rate loans that were implemented during 2009 to minimize the Bank’s exposure to a low interest rate environment.  The floors were raised to higher levels as loans matured or renewed during 2009.  The reduction in the average rate paid on interest bearing liabilities is a result of the lower interest rate environment in 2010 and a reduction of $31,603,000 in average interest-bearing deposits during the first three months of 2010 as compared to the same time period in 2009.

Interest income for the first three months of 2010 was $3,139,000, representing a decrease of $226,000 (6.73%) as compared to the same period in 2009.  Interest expense for the first three months of 2010 decreased $578,000 (35.60%) compared to the same period in 2009.  The decrease in interest income during the first three months of 2010 compared to the same period in 2009 is primarily attributable to a lower average level of interest-earning assets in 2010 as compared to 2009.  Year-to-date average interest earning assets were $33,617,000 lower during the first three months of 2010 as compared to 2009.  This is primarily due to a reduction in average interest-earning loans of $17,681,000 and investment securities of $20,936,000.  The decrease in interest expense is primarily attributable to a lower level of interest-bearing deposits during the first three months of 2010 as compared to 2009.  For the three month period ended March 31, 2010, average interest-bearing deposits were $31,603,000 less than 2009 average balances for the same period.

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The Bank analyzes its allowance for loan losses on a monthly basis.  Additions to the allowance for loan losses are made by charges to the provision for loan losses.  Loans deemed to be uncollectible are charged against the allowance for loan losses.  Recoveries of previously charged off amounts are credited to the allowance for loan losses.  For the three months ended March 31, 2010, the provision for loan losses was $200,000, compared to $1,100,000 for the same period in 2009.The provision for loan losses decreased in 2010 as compared to 2009 as a result of a lower level of historic charge-offs at March 31, 2010 as compared to March 31, 2009.  The historic charge-offs are primarily tied to the construction and real estate development industry, which has continued to experience a prolonged downturn throughout 2009 and the first quarter of 2010.  The historic charge-offs are part of the calculation used to determine the adequacy of the loan loss reserve.  The nature of the process by which the Corporation determines the appropriate allowance for loan losses requires the exercise of considerable judgment.  It is management’s belief that the allowance for loan losses is adequate to absorb possible losses in the portfolio.

The following table summarizes information concerning the allowance for loan losses for the three-month periods ended March 31, 2010 and 2009.  Dollar amounts are in thousands.

	2010			2009
Balance at beginning of year	$	3,497		$	4,215
Charges-offs:
Commercial, financial and agricultural		-			-
Installment		-			17
Real Estate		19			-
Total charge-offs		19			17
Recoveries:
Commercial, financial and agricultural		2			1
Installment		-			7
Real Estate		5			-
Total recoveries		7			8
Net charge-offs		12			9
Provisions charged to operations		200			1,100
Balance at end of year	$	3,685		$	5,306
Ratio of net charge-offs during the period to average loans outstanding during the period		0.01	%		0.00	%

Other income for the first three months of 2010 increased $127,000 (22.17%) compared to the first three months of 2009.  This increase is primarily attributable to increases of $136,000 in income on other real estate and $65,000 in miscellaneous income, offset by a $135,000 decline in mortgage banking income and a decrease of $39,000 in non-sufficient funds service charges.  During the first quarter of 2009, the Bank recognized a permanent impairment on a restricted equity security which resulted in a $100,000 write-down.  The loss on restricted equity security was incurred due to the failure of Silverton Bank, N.A., a subsidiary of Silverton Financial Services.

The income on other real estate owned is revenue generated by the operation of a motel that the Bank foreclosed on in February of 2009.  The motel is owned by Motel Holdings Georgia, Inc., a wholly-owned subsidiary of the Bank, and is operated through a management contract with a hospitality company.  The revenues and expenses from the motel operations are consolidated with the Bank operations for purposes of financial statement disclosure.

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Other expenses for the first three months of 2010 decreased $59,000 (2.56%) compared to the first three months in 2009. The decrease is attributable to a decrease in salaries and employee benefits expense of $175,000 and a decrease in occupancy expense of $64,000, offset by an increase in other operating expense of $179,000.  The increase in other operating expense is primarily attributable to an increase in Federal Deposit Insurance Corporation (FDIC) insurance assessments of $171,000 and an increase in expenses on other real estate of $126,000.  The increase in FDIC insurance assessments was primarily due to the Bank’s higher risk category as assigned by the FDIC.  The increased risk rating is the result of the Bank being under a corrective order issued by the FDIC.  The increase in expenses on other real estate was primarily due to operating expenses of $88,000 associated with the foreclosed motel mentioned in the previous paragraph.

The Bank’s effective tax rate was 21% and 40% for the three months ended March 31, 2010 and 2009, respectively. The decrease in the effective tax rate in 2010 is due to the impact of the benefit of tax-free interest income from investment securities.

Interest rate sensitivity

Interest rate sensitivity is a function of the repricing characteristics of the Bank’s portfolio of assets and liabilities.  These repricing characteristics are the time frames within which the interest earning assets and liabilities are subject to change in interest rates either at replacement, repricing or maturity during the life of the instruments.  One method to measure interest rate sensitivity is through a repricing gap.  The gap is calculated by taking all assets that reprice or mature within a given time frame and subtracting all liabilities that reprice or mature during that time frame.  A negative gap (more liabilities repricing than assets) generally indicates that the Bank’s net interest income will decrease if interest rates rise and will increase if interest rates fall.  A positive gap generally indicates that the Bank’s net interest income will decrease if rates fall and will increase if rates rise.

The Bank also measures its short-term exposure to interest rate risk by simulating the impact to net interest income under several rate change levels.  Interest-earning assets and interest-bearing liabilities are rate shocked to stress test the impact to the Bank’s net interest income and margin.  The rate shock levels span three 100 basis point increments up and down from current interest rates.  This information is used to monitor interest rate exposure risk relative to anticipated interest rate trends.  Asset/liability management strategies are developed based on this analysis in an effort to limit the Bank’s exposure to interest rate risk.

The Bank tracks its interest rate sensitivity on a monthly basis using a model, which applies betas to various types of interest-bearing deposit accounts.  The betas represent the Bank’s expected repricing of deposit rates based on historical data provided from a call report driven database.  The betas are used because it is not likely that deposit rates would change the full amount of a prime rate increase or decrease.

At March 31, 2010, the difference between the Bank’s liabilities and assets repricing or maturing within one year, after applying the betas, was $19,447,000, indicating that the Bank was liability sensitive.  Due to a large percentage of the Bank’s floating rate loans being currently priced at floor rates, meaning that the loans will not reprice in a falling rate environment, rate shock data show that the Bank’s net interest income would increase $134,000 on an annual basis if rates decreased 100 basis points, and would increase $136,000 on an annual basis if rates increased 100 basis points.

Certain shortcomings are inherent in the method of analysis presented in the foregoing paragraph.  For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees or at different points in time to changes in market interest rates.  Additionally, certain assets, such as adjustable-rate mortgages, have features that restrict changes in interest rates, both on a short-term basis and over the life of the asset.  Changes in interest rates, prepayment rates, early withdrawal levels and the ability of borrowers to service their debt, among other factors, may change significantly from the assumptions made above.  In addition, significant rate decreases would not likely be reflected in liability repricing and therefore would make the Bank more sensitive in a falling rate environment.

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Liquidity

The Corporation must maintain, on a daily basis, sufficient funds to cover the withdrawals from depositors’ accounts and to supply new borrowers with funds.  To meet these obligations, the Corporation keeps cash on hand, maintains account balances with its correspondent banks, and purchases and sells federal funds and other short-term investments.  Asset and liability maturities are monitored in an attempt to match these to meet liquidity needs.  It is the policy of the Corporation to monitor its liquidity to meet regulatory requirements and its local funding requirements.

The Corporation monitors its liquidity position weekly.  The primary tool used in this analysis is an internal calculation of a liquidity ratio.  This ratio is calculated by dividing the Corporation’s short-term and marketable assets, including cash, federal funds sold, unpledged investment securities and other secondary sources of liquidity, such as borrowing capacity from correspondent banks, by the sum of the Corporation’s deposit liabilities.  At March 31, 2010, the Corporation’s liquidity ratio was 21.8%.  This level of liquidity is within the Bank’s goal of maintaining a sufficient level of liquidity in all expected economic environments.

The Corporation maintains relationships with correspondent banks that can provide it with funds on short notice, if needed through secured lines of credit and securities repurchase agreements.  Additional liquidity is provided to the Corporation through available Federal Home Loan Bank advances, none of which were outstanding at March 31, 2010.

During the first three months of 2010, cash and cash equivalents decreased $2,067,000 to a total of $22,669,000 at March 31, 2010.  Cash inflows from operations totaled $858,000 during the first three months of 2010, while inflows from financing activities totaled $9,899,000, comprised of net decreases of $10,319,000 in deposits, offset by net increases in securities sold under repurchase agreements of $421,000.

Investing activities provided $6,974,000 of cash and cash equivalents, consisting primarily of proceeds from calls, maturities and paydowns of investment securities of $6,550,000 and net decreases in loans of $3,105,000, offset by purchases of investment securities of $3,210,000.  At March 31, 2010, the Bank had $63,941,000 of investment securities available for sale.

Contractual Obligations and Commitments

The Corporation is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit, standby letters of credit and financial guarantees.  These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized on the balance sheet.  The contract amounts of these instruments reflect the extent of the involvement of the Corporation in particular classes of financial instruments.  At March 31, 2010, the contractual amounts of the Corporation’s commitments to extend credit and standby letters of credit were $25,279,000 and $559,000, respectively.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates and because they may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.  Standby letters of credit and financial guarantees written are conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party.

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Capital

The following tables present the Bank’s regulatory capital position at March 31, 2010 and December 31, 2009, based on the regulatory capital requirements of federal banking agencies.  The capital ratios of the Corporation are essentially the same as those of the Bank at March 31, 2010 and December 31, 2009 and therefore only the Bank’s ratios are presented.

Risk-Based Capital Ratios	March 31, 2010		December 31, 2009
Tier 1 Capital, Actual		12.7%		12.2%
Tier 1 Capital minimum requirement		4.0%		4.0%
Excess		8.7%		8.2%
Total Capital, Actual		13.9%		13.5%
Total Capital minimum requirement		8.0%		8.0%
Excess		5.9%		5.5%
Leverage Ratio
Tier 1 Capital to adjusted total assets		8.8%		8.3%
Minimum leverage requirement		4.0%		4.0%
Excess		4.8%		4.3%

Item 3.  Qualitative and Quantitative Disclosures about Market Risk.

Not applicable because the registrant is a smaller reporting company.

Item 4T.  Controls and Procedures.

Our management, including our principal executive officer and principal financial officer, supervised and participated in an evaluation of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934) and pursuant to such evaluation, concluded that our disclosure controls and procedures were effective as of March 31, 2010.  Disclosure controls and procedures are those controls and procedures which ensure that information required to be disclosed in this filing is accumulated and communicated to management and is recorded, processed, summarized and reported in a timely manner and in accordance with Securities and Exchange Commission rules and regulations.

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

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PART II.  OTHER INFORMATION

Item 1.     Legal Proceedings

None

Item 1A. Risk Factors

Not applicable because the registrant is a smaller reporting company.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.  Defaults Upon Senior Securities

None

Item 5.  Other Information

None

Item 6.    Exhibits

(a)	Exhibits
	10.1	Order to Cease and Desist, dated August 18, 2009, and Stipulation and Consent thereto.
	31.1	Certification by B. Amrey Harden, CEO and President of the Corporation, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification by Steven A. Rogers, Vice President and Chief Financial Officer of the Corporation, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

          OCONEE FINANCIAL CORPORATION

By:  /s/ B. Amrey Harden                                          

       B. Amrey Harden, President and CEO

       (Principal Executive Officer)

Date:    May 17, 2010                                                  

By:   /s/ Steven A. Rogers                                        

       Steven A. Rogers, Vice President and CFO

       (Principal Financial Officer)

Date:    May 17, 2010                                                 

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