SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by Registrant XX
Filed by a Party other than the Registrant
Check the appropriate box:
   Preliminary Proxy Statement      Confidential, for Use of the
                       Commission only (as permitted
                       by Rule 14a-6(e)(2))
XX Definitive Proxy Statement
   Definitive Additional Materials
   Soliciting Material Pursuant to Rule 14A-11(c) or Rule 14a-12


BUTTON GWINNETT FINANCIAL CORPORATION
(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):
 _
|X| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
    Item 22(a)(2) of Schedule 14A.
 _
|_| $500 per each party to the controversy pursuant to Exchange
    Act Rule 14a-6(i)(3).
 _
|_| Fee computed on table below per Exchange Act Rules
    14a-6(i)(4) and 0-11.
 (1) Title of each class of securities to which transaction
     applies:
 (2) Aggregate number of securities to which transaction
     applies:
 (3) Per unit price or other underlying value of transaction
     computed pursuant to Exchange Act Rule 0-11 (Set forth
     the amount on which the filing fee is calculated and
     state how it wa determined):
 (4) Proposed maximum aggregate value of transaction:
 (5) Total fee paid:

 _
|_|  Fee paid perviously with preliminary materials.

 _
|_|  Check box if any part of the fee is offset as provided by
     Exchange Act Rule 0-11(a)(2) and identify the filing for
     which the offsetting fee was paid previously.  Identify
     the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

 (1) Amount Previously Paid
 (2) Form, Schedule or Registration Statement No.:
 (3) Filing Party:
 (4) Date Filed:

 
BUTTON GWINNETT FINANCIAL CORPORATION
2230 Scenic Highway
Snellville, Georgia 30278


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 15, 1996

To The Shareholders:


     NOTICE IS HEREBY GIVEN that the Annual Meeting of
 Shareholders of Button Gwinnett Financial Corporation (the
"Company") will be held on Monday, April 15, 1996 at 2:00 p.m. at
the offices of The Bank of Gwinnett County, 150 South Perry
Street, Lawrenceville, Georgia for the following purposes:

     (1)  To elect Directors of the Company to serve until their 
         succcessors are duly elected and qualified;

     (2)  To ratify the selection of Mauldin & Jenkins as
         Independent Public Accountants for the fiscal year             
         ending December 31, 1996; and

     (3)  To consider such other business as may properly come
         before the Annual Meeting or any adjournments thereof.

     The Board of Directors has set March 27, 1996 as the record
date for the Annual Meeting.  Only Shareholders of record at the
close of business on the record date will be entitled to notice
of and to vote at the Annual Meeting.  You are cordially invited
to attend the Annual Meeting. ANY SHAREHOLDER WHO DOES NOT EXPECT
TO ATTEND THE ANNUAL MEETING IN PERSON IS REQUESTED TO EXECUTE
AND RETURN THE ACCOMPANYING FORM OF PROXY PROMPTLY, SO THAT YOUR
SHARES OF COMMON STOCK MAY BE REPRESENTED AT THE ANNUAL MEETING.


                       By Order of the Board of Directors,



                       Glenn S. White
                       President of the Company and
                       Member of the Board of Directors





March 28, 1996
BUTTON GWINNETT FINANCIAL CORPORATION
2230 Scenic Highway
Snellville, Georgia  30278

PROXY STATEMENT
Annual Meeting of Shareholders
To Be Held April 15, 1996

SOLICITATION OF PROXIES

    This Proxy Statement is furnished to Shareholders of Button
Gwinnett Financial Corporation (the "Company"), a Georgia
corporation, in connection with the solicitation of proxies by
the Board of Directors of the Company, to be held April 15, 1996
and any adjournments thereof, for the purposes set forth in the
accompanying Notice.

    The Company will bear the cost of solicitation of proxies. 
If deemed necessary, the Company may also use its officers and
regular employees, without additional compensation, to solicit
proxies personally or by telephone.

    Unless otherwise indicated by the context, the term
"Company" shall refer to Button Gwinnett Financial Corporation
and its wholly-owned subsidiary, The Bank of Gwinnett County
("TBGC" or "The Bank").


VOTING RIGHTS

    The Board of Directors has set March 27, 1996 as the record
date for the Annual Meeting.  Only Shareholders of record at the
close of business on the record date will be entitled to notice
of and to vote at the Annual Meeting.  At the close of business
on the record date there were 1,380,487 shares of common stock of
the Company outstanding with each shareholder entitled to one
vote in person or by proxy for each share of common stock on all
matters to properly come before the Annual Meeting.

    Proxies in the accompanying form, duly executed and returned
and not revoked, will be voted at the Annual Meeting in
accordance with directions of the Shareholders.  Any proxy may be
revoked at any time by notifying the Company in writing or in
person at the Annual Meeting, but such revocation will not affect
any matter previously voted upon.  The Company is mailing this
Proxy Statement to its Shareholders on or about March 28, 1996.

    The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of common stock of the Company
is necessary to constitute a quorum at the Annual Meeting.  All
matters to be voted on at the Annual Meeting require the
affirmative vote of a plurality of the shares of the common stock
of the Company present or represented by proxy.


ELECTION OF DIRECTORS

    The Board of Directors has nominated 15 persons for election
as Directors of the Company at the Annual Meeting to serve one-
year terms which will expire in 1997.  All the nominees are
present Directors of the Company.  Each nominee has agreed to his
or her nomination and to serve as a Director if elected.  If for
any reason any nominee should become unable or unwilling to 
accept nomination or election, the persons voting the proxies
will vote for the election of another nominee designated by the
Board of Directors.

    Certain information regarding the persons nominated for
election as Directors as of December 31, 1995 is set forth below:

                  POSITION WITH          DIRECTOR OF THE
NAME                        THE COMPANY             COMPANY SINCE

David R. Bowen                Director                   1993

Robert A. Bradshaw            Director                   1993

James F. Brannan, Jr.         Director                   1993

James R. Brown                Director                   1993

W. Emmett Clower              Director                   1993

Jean A. Coppage               Director                   1993

Edwin F. Forrest              Director                   1993

David G. Hanna                Director                   1993

J. Richard Norton, Sr.        Director                   1993

Andrew R. Pourchier        Vice Pres./Sec
                 Treas./Director               1993

John D. Stephens           Chairman of the
                  Board/Director               1993
 
Judy A. Waters                Director                   1993

Warren O. Wheeler             Director                   1993

Glenn S. White               President/
                   Director                    1993

Bobby W. Williams            Director                    1993


The following is a brief description of the business experience
of the Directors and Executive Officers of the Company:

David R. Bowen - Date of Birth: 07/01/39

Mr. Bowen was President of Rudy Bowen, Inc., a land development
company from May 1986 to March 1989.  From March 1989 to June
1990, Mr. Bowen was President of BCP, Inc., a construction
company involved in single-family construction.  From June 1990
to present, Mr. Bowen has been President of RMT Development
Company.  He has been in the business of homebuilding and land
development, principally in the Atlanta area since 1966.  He has
been a director of the Company since 1993 and a director of The
Bank since 1987.

Robert A. Bradshaw - Date of Birth: 08/30/38

Mr. Bradshaw is a partner in the firm Bradshaw, Pope & Franklin,
CPA, which is engaged in the practice of accounting in the
metropolitan Atlanta, Georgia area.  Mr. Bradshaw has practiced
accounting since 1968.  Mr. Bradshaw received a bachelor of
business administration degree from Georgia State University in
1962.  He has been a director of the Company and of The Bank
since 1993.

James F. Brannan, Jr. - Date of Birth: 02/17/39

Mr. Brannan has been a director of the Company since 1993 and a
director of The Bank since August of 1991.  He is the owner of
Lawrenceville Auto Parts, which has been in the business of
automobile parts sales in Lawrenceville, Georgia for 39 years. 
He was formerly a director of Trust Company Bank of Gwinnett
County.

James R. Brown - Date of Birth: 08/30/27        

Mr. Brown, now retired, was President of Jim Brown Wholesale
Lumber, which has engaged in the sale of lumber and building
supplies in Lawrenceville, Georgia since 1980. From 1951 to 1994,
Mr. Brown was President of Brown Lumber Company, which was
engaged in lumber and building supplies sales in Lawrenceville,
Georgia.  He has been a director of the Company and of The Bank
since 1993.

W. Emmett Clower - Date of Birth: 10/13/42      

Mr. Clower has operated Emmett Clower Studio in Snellville,
Georgia since 1972.  Mr. Clower is active in several business and
community service organizations in the metropolitan Atlanta,
Georgia area, including serving as Mayor in the City of
Snellville, Georgia since 1973.  He has been a director of the
Company and of The Bank since 1993.

Jean A. Coppage - Date of Birth: 10/6/45        

Mrs. Coppage has been a director of the Company since 1993 and of
The Bank since 1987.  She received her bachelor of business
administration degree from the University of Houston and is a
former teacher with the Houston, Texas public school system.  She
has been an active civic leader in the community for a number of
years working closely with the Gwinnett Housing Authority,
Gwinnett Council for the Arts, Gwinnett Chamber of Commerce,
Chattahoochee Junior Service League, and the High Museum of Arts,
Birthright, Inc. and the DeKalb Medical Auxiliary. 

Edwin F. Forrest - Date of Birth: 02/25/44

Mr. Forrest is President of Central Drywall, Inc. in Alpharetta,
Georgia which has engaged in wallboard installation since 1980. 
He has been a director of the Company and of The Bank since 1993.

David G. Hanna - Date of Birth: 04/18/64

Mr. Hanna has been a director of the Company since 1993 and a
director of The Bank since November of 1991. He is President of
HBR Capital, an investment company which specializes in consumer
financial services.  Prior to forming HBR in 1992, Mr. Hanna was
employed by Nationwide Credit, Inc. as President of the
Government Services Division.  He had previous banking experience
at C & S National Bank as a lending officer for small- to medium-
sized businesses.  

J. Richard Norton, Sr. - Date of Birth: 06/04/32

Mr. Norton is President of Norton Southeast, Inc., a company
which is involved in the sale of portable storage buildings.
Prior to forming this company in 1994, Mr. Norton was President
of Norton Auto Parts, Inc. in Snellville, Georgia since 1965, and
Secretary of Tony's Auto Parts in Loganville, Georgia since 1987. 
Both of these entities are engaged in the retail sale of
automobile replacement parts. Mr. Norton received a bachelor's
degree in business administration from the University of Georgia
in 1954.  He has been a director of the Company and The Bank
since 1993.

Andrew R. Pourchier - Date of Birth: 03/21/51

Mr. Pourchier is Executive Vice President and Secretary of The
Bank of Gwinnett County and Vice President/Secretary/Treasurer of
the Company.  He has been a director of the Company and The Bank
since 1993. Mr. Pourchier has been in the banking business in
Gwinnett County for twenty years.  He attended Morehead State
University in Kentucky.  

John D. Stephens - Date of Birth: 04/24/40

Mr. Stephens has been the Chairman of the Company's and the
Bank's Boards of Directors since 1993.  In addition, Mr. Stephens
is Chief Executive Officer and Owner of John D. Stephens, Inc. in
Stone Mountain, Georgia which has engaged in pipeline
construction since 1966.  Mr. Stephens received an associates of
science degree and mechanical technology from Southern Technical
Institute in 1960.  

Judy Waters - Date of Birth: 11/8/46

Mrs. Waters has been a director of the Company since 1993 and a
director of the Bank since November of 1991.  She currently
serves on the Gwinnett County Board of Commissioners and the
Gwinnett County Soil Conservation Board.  She is very active in
the Snellville community.

Warren O. Wheeler - Date of Birth: 07/19/41

Mr. Wheeler has been a partner in the law firm of Schreeder,
Wheeler & Flint in Atlanta, Georgia since 1974.  Mr. Wheeler
received a bachelor of electrical engineering degree from Georgia
Institute of Technology in 1963 and a juris doctor degree from
Emory University in 1969.  Mr. Wheeler has been a director of the
Company and the Bank since 1993.

Glenn S. White - Date of Birth: 04/29/51

Mr. White has been a director of the Company since 1993 and a
director and President of the Company and the Bank since 1987. 
He has twenty-two years banking experience in which he has held
the following positions:  President of First National Bank of
Gwinnett, Senior Vice President of First National Bank of Atlanta
and President and founding director of The Bank of Gwinnett
County.  Mr. White has been involved in numerous civic and
community organizations which have included former Chairman of
the Gwinnett Chamber of Commerce, Gwinnett Council for the Arts,
South Gwinnett Rotary Club, and Gwinnett Homebuilders
Association.  He is presently a board member of the Gwinnett
Chamber of Commerce, Gwinnett Foundation and Council for Quality
Growth.

Bobby W. Williams - Date of Birth: 11/28/36

Mr. Williams is owner and President of Perimeter Investment Corp.
which is engaged in real estate building and development
(including shopping centers and residential subdivisions)
primarily in Gwinnett County, Georgia since 1971. Mr. Williams
has been a director of the Company and the Bank since 1993.

     There are no family relationships between any of the
Directors or Executive Officers of the Company or The Bank,
except for Messrs. Brown and Stephens who are cousins.

The Board of Directors recommends a vote FOR the election of the
persons nominated as Directors.

Meetings of the Board of Directors

     The Board of Directors of Button Gwinnett Financial
Corporation had 7 meetings and took other actions with the
unanimous written consent of all Directors without a meeting
during the 1995 fiscal year.  During 1995 each incumbent Director
attended at least 75% of the total number of Board meetings held.

     The Board of Directors of the Company does not have a
standing Audit Committee, Compensation Committee or Nominating
Committee.  The Board of Directors of TBGC, however, has an Audit
Committee, a Compensation Committee, an Asset and Liability
Committee, and a Loan Committee.

Compliance with Section 16(a) of the
Securities Exchange Act of 1934

     Section 16 of the Securities Exchange Act of 1934 requires
the Company's officers, directors and greater than 10%
shareholders ("Reporting Persons") to file certain reports
("Section 16 Reports") with respect to beneficial ownership of
the Company's equity securities.  Based on its review of the
Section 16 Reports furnished to the Company by its Reporting
Persons and, where applicable, any written representation by any
Reporting Person that no Form 5 was required, all Section 16
filing requirements applicable to the Company's Reporting Persons
during and with respect to 1995 have been complied with on a
timely basis, except as follows:  Each of Messrs. Pourchier,
Wheeler and White inadvertently filed his Form 4 after the due
date applicable to that Form.

EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

     The following table presents the total compensation paid to
each executive officer of the Company during fiscal 1995, 1994
and 1993 whose salary and bonus exceeded $100,000 during fiscal
1995.

Summary Compensation Table

                    Annual Compensation
                                  Other
                    Salary       Bonus     Annual  
Name and Position          Year    ($)         ($)   Compensation

Glenn S. White             1995   135,000     45,000         -0-
President and
Chief Executive            1994   125,000     40,000         -0-
Officer
                          1993   125,000     35,000         -0-


Andrew R. Pourchier        1995   100,000     40,000         -0-
Executive Vice
President                  1994    85,000     35,000         -0-

                          1993    85,000     30,000         -0-


All Other Compensation

              Company                             Total
Name and                 401-K     Insurance   Directors    Other
Position           Year    Comp.     Benefit      Fees      Comp. 

Glenn S. White       1995    2,160       349     4,200      6,709
President and
Chief Executive      1994    3,696       113     4,200      8,009
Officer
              1993    3,062       -0-     4,200      7,262


Andrew R. Pourchier  1995    3,696       306       3,850    7,852
Executive Vice 
President            1994    2,380        56       4,200    6,636

              1993    2,041       -0-       3,850    5,891

Director Compensation

     During 1995, the same individuals who served as directors of
the Company also served as directors of The Bank.  While such
individuals are not compensated for their services as Directors
of the Company, they were paid $350 per Bank Board meeting
attended.  Directors who are also officers of the Company or the
Bank receive fees for attending Board meetings.

Option Grants in Fiscal Year 1995

     The following table presents information regarding options
to purchase shares of the Company's common stock granted to the
named executives during  fiscal year 1995.  The Company has no
outstanding stock appreciation rights and granted no stock
appreciation rights during fiscal 1995.

                         Individual Grants*             
          ____________________________________________________
          No. of
         Securities     Percent of      Exercise
         Underlying   Total Options         or
           Options      Granted To         Base
           Granted     Employees in       Price    Expiration
Name              (#)        Fiscal Year       ($/SH)        Date  

Glenn S.       9,206            32%           $15.00/      2005
White                                          Share

Andrew R.      7,000            24%           $15.00/      2005
Pourchier                                      Share
______________
     * The indicated options were granted under the Button
Gwinnett Financial Corporation 1993 Stock Incentive Plan.  The
options have an exercise price of $15.00.  The options vest
pursuant to the following schedule:  20% after six months, 40%
after 1 year, 60% after 2 years, 80% after 3 years, and 100%
after 4 years.  In the event of a change of control of the
Company, the options vest immediately and are exercisable with
respect to 100% of the underlying shares on the date immediately
preceding the change of control.  The definition of a change in
control is the same as that set forth in the Change in Bank
Control Act of 1978, as it may be amended from time to time.

    Neither Mr. White nor Mr. Pourchier exercised any options to
purchase shares of the Company's common stock during 1995.  

Fiscal Year-End Option Values

    The following table presents information regarding the value
of the named Executives' options held at December 31, 1995.

                         Number of       Value* of
                        Securities      Unexercised
                        Underlying      In-The Money
                         Options at       Options at
        Shares                   Fiscal Year      Fiscal Year
       Acquired      Value         End (#)          End ($)
     on Exercise   Realized      Exercisable/    Exercisable/
Name         (#)         ($)        Unexercisable   Unexercisable

Glenn S.    -0-          -0-        87,822/20,006  429,738/36,000
White

Andrew R.   -0-          -0-        32,285/14,000  194,880/23,100
Pourchier

_____________
*Calculated by subtracting the exercise price from the market
price of the common stock at fiscal year-end (estimated to be
$15.00 per share) and multiplying the resulting figure by the
number of shares subject to in-the-money options.


Employment Agreement

     As of September 9, 1994, the Company and The Bank entered
into employment agreements with Glenn S. White and Andrew R.
Pourchier with regard to their continued service as President and
Chief Executive Officer of The Bank and Executive Vice President
of The Bank, respectively.  Each agreement is for a twelve-month
term and automatically extends for an additional twelve-month
period on each anniversary of the agreement until the anniversary
on which the Executive is 65.  Neither agreement will be
extended, however, if either party gives written notice to that
effect at least 60 days prior to the next anniversary of the
agreement.  During the term of each agreement, the Bank has
agreed to provide the applicable Executive with (a) an initial
annual salary set by the Board of Directors of The Bank or a
committee designated by the Board, plus reasonable increases due
to increases in the cost of living and performance of the
Executive, which may be increased annually at The Bank's
discretion to reflect the Executive's performance and to maintain
a compensation level comparable to that of a similarly situated
executive in the financial services industry; (b) a bonus awarded
by The Bank in its sole discretion; (c) reimbursement of
initiation fees and dues associated with club memberships - Mr.
White only, (d) the use of an automobile and reimbursement of
reasonable expenses relating to its operation and maintenance;
(e) participation in employee benefit programs maintained for
employees generally and those limited to senior executives; and
(f) a Deferred Compensation Plan providing certain death and
retirement benefits.  In the event The Bank were to terminate
either Executive's employment at any time, whether for cause or
without cause, The Bank would give the Executive 30 days' prior
written notice with severance pay equal to at least 30 days'
salary, to be based upon the Executive's average monthly
compensation (which is includable in his gross income) for the
preceding 12-month period.


PRINCIPAL SHAREHOLDERS AND MANAGEMENT

     The table below sets forth, as of March 27, 1996 information
regarding the common stock of the Company owned (a) by each
person who beneficially owns more than 5% of the common stock,
(b) by each of the Company's Directors and (c) by all Directors
and Executive Officers as a group:

                               Number of
                                 Shares
               Number   Percent     Subject      Percent
Name of Beneficial      of        of     to Warrants       of
Owner (1)             Shares   Class    and Options     Class (2)

David R. Bowen  (3)       59,095    4.3%        0            3.9%
4795 W. Price Road
Buford, GA  30518

Robert A. Bradshaw  (4)   10,700      *         0              *
105 Merchants Drive
Norcross, GA  30093

James F. Brannan, Jr.(5)  46,925    3.4%        0            3.1%
251 Hanarry Drive
Lawrenceville, GA  30245

James R. Brown  (6)       30,000    2.2%        0            2.0%
357 Brown Ridge Lane
Lawrenceville, GA  30243

W. Emmett Clower  (7)      5,274      *         0              *
2389 Scenic Highway
Snellville, GA  30278

Jean A. Coppage  (8)      19,329    1.4%        0            1.3%
3904 Ashford Lake Court
Atlanta, GA  30318

Edwin F. Forrest  (9)      1,250      *         0              *
1294 Sugarwood Lane
Norcross, GA  30093

David G. Hanna  (10)      38,310    2.8%        0            2.6%
1810 Marlboro Drive
Atlanta, GA  30350

J. Richard Norton, Sr. (11)5,700      *         0              *
1926 Oak Road
Snellville, GA  30278

Andrew R. Pourchier  (12)  2,730      *    32,285 (13)       2.3%
688 Ford Avenue
Lawrenceville, GA  30245

John D. Stephens  (14)   447,567   32.4%        0           29.8%
1899 Parker Court
Stone Mountain, GA  30087

Judy A. Waters                 0      *         0              *
4251 Antelope Lane
Lithonia, GA  30058

Warren O. Wheeler  (15)   23,928    1.7%        0            1.6%
127 Peachtree St., N.E.
Atlanta, GA  30303-1845

Glenn S. White  (16)       5,527      *    87,822 (17)       6.2%
1380 Country Lake Drive
Lilburn, GA  30247

Bobby W. Williams  (18)   50,700    3.7%        0            3.4%
1122 Rockbridge Road
Stone Mountain, GA  30087

All Directors and
Executive Officers as
a group (15 persons)     747,035   54.1%  120,107          57.8%

* Less than 1%

      (1)    Except as otherwise indicated, the persons named in
         the above table have sole voting and investment
         power with respect to all shares of common stock
         shown as beneficially owned by them.  Information as
         to beneficial ownership of common stock has been
         furnished by the respective persons listed in the
         table.

      (2)    Based upon 1,380,487 shares outstanding as of
         March 27, 1996, as adjusted for options exercisable
         within sixty (60) days thereof, which are held by
         the indicated Directors.

      (3)    Includes 59,095 shares held by Mr. Bowen as to which
         he has sole voting and investment power.

      (4)    Includes 10,700 shares held by Mr. Bradshaw as to
         which he has sole voting and investment power.

      (5)    Includes (a) 46,425 shares held directly by Mr.
         Brannan, and (b) 500 shares held by Lawrenceville
         Auto Parts, Inc. as to which Mr. Brannan exercises
         voting and investment powers.

      (6)    Includes 30,000 shares held by Mr. Brown as to which
         he has sole voting and investment power.

       (7)   Includes 5,274 shares held by Mr. Clower as to
         which he has sole voting and investment power.

      (8)    Includes (a) 1,915 shares held by Mrs. Coppage as
         custodian for her son, as to which Mrs. Coppage
         disclaims beneficial ownership and (b) 17,414 shares
         held by Dekalb Anesthesia Associates Pension Plan
         for W. Mark Coppage (deceased), as to which Mrs.
         Coppage disclaims beneficial ownership.

      (9)    Includes 1,250 shares held by Central Drywall, Inc.
         Profit Sharing Plan, as to which Mr. Forrest
         exercises voting power.

     (10)    Includes 38,310 shares held by Mr. Hanna as to which
         he has sole voting and investment power.

     (11)    Includes (a) 5,100 shares owned directly by Mr.
         Norton and (b) 600 shares held by Mr. Norton's
         daughter, as to which Mr. Norton disclaims
         beneficial ownership.

    (12)    Includes (a) 1,250 shares owned directly by Mr.
        Pourchier and (b) 1,480 shares held by Mr. Pourchier
        as custodian for his sons, as to which Mr. Pourchier
        disclaims beneficial ownership.

    (13)    Includes 32,285 shares subject to options granted
        pursuant to the Company's Stock Option Plan.

    (14)    Includes 447,567 shares held by Mr. Stephens as to
        which he has sole voting and investment power.

    (15)    Includes (a) 23,512 shares held by Mr. Wheeler as to
        which he has sole voting and investment power and (b)
        416 shares held by SHOW Associates, a general
        partnership, of which Mr. Wheeler owns 1/6 of the
        shares and has shared voting and investment power of
        the 2,500 total shares owned by SHOW Associates.

    (16)    Includes (a) 4,353 shares held by Mr. White and his
        wife, as to which Mr. White shares voting and
        investment powers (b) 1,000 shares held by Mr. White
        as custodian for his son, as to which Mr. White
        disclaims beneficial ownership and (c) 174 shares
        held by Mr. White's spouse, as to which Mr. White
        disclaims beneficial ownership.

    (17)    Includes 87,822 shares subject to options granted
        pursuant to the Company's Stock Option Plan.

    (18)    Includes 50,700 shares held by Mr. Williams as to
        which he has sole voting and investment power.

CERTAIN TRANSACTIONS

     The Company anticipates that its Directors and Executive
Officers, and the other organizations with which they are
associated, will have banking transactions in the ordinary course
of business with TBGC.  Loans to such Directors and Executive
Officers were made in the ordinary course of business, were made
on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions with other persons, and did not involve more than
the normal risk of collectability or present other unfavorable
features.

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

     Mauldin & Jenkins has been TBGC's and is now the Company's
independent public accountants since 1992.  The selection of the
Company's independent public accountants is not required to be
submitted to the vote of the Shareholders, but the Board of
Directors believes the Shareholders should have the opportunity
to ratify the selection.  A representative of Mauldin & Jenkins
is expected to be present at the Annual Meeting and will have the
opportunity to make a statement if he so desires and is expected
to be available to respond to appropriate questions.

     The Board of Directors recommends a vote FOR ratification of
the selection of Mauldin & Jenkins as the Company's independent
public accountants for the 1996 fiscal year.

SHAREHOLDER PROPOSALS

     Shareholder proposals must be received by the Company on or
before December 1, 1996, in order to be included in the proxy
material relating to the 1997 Annual Meeting of Shareholders.

     At the time of the preparation of this Proxy Statement, the
Board of Directors of the Company had not been informed of any
matters which should be presented for action at the Annual
Meeting other than the proposals specifically set forth in the
accompanying Notice of Annual Meeting of Shareholders and
referred to herein.  If other matters are properly presented for
action at the Annual Meeting, it is intended that the persons
named in the accompanying form of proxy will vote or refrain from
voting in accordance with their best judgment on such matters.

 ANNUAL REPORT

     The Company has enclosed its Annual Report to Shareholders
of Button Gwinnett Financial Corporation, Inc. and has filed its
Annual Report on Form 10-KSB for the 1995 fiscal year with the
Securities and Exchange Commission.  Upon written request of any
Shareholder of record or beneficial owner of common stock, the
Company will furnish without charge a copy of such Annual Report
on Form 10-KSB.  The request should be sent to Monica L. Grafton,
Button Gwinnett Financial Corporation, P. O. Box 1230,
Lawrenceville, Georgia 30246-1230.


                   By Order of the Board of Directors