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September 30, 2004

Via Facsimile (404) 572-6999 and U.S. Mail

Katherine M. Koops, Esq.
Powell, Goldstein, Frazer & Murphy
191 Peachtree Street, N.E., 16th Floor
Atlanta, GA  30303

RE:	Georgian Bancorporation, Inc.
      Schedule 13E-3; file no. 5-80014
      Schedule 14A; file no. 0-50717
      Filed August 31, 2004

      Form 8-K; file no. 0-50717
      Filed August 25, 2004

Dear Ms. Koops:

      We have the following comments on the above-referenced
filings.

Schedule 13E-3

1. Revise your Schedule 13E-3 to include Georgian Interim
Corporation as a filing person or advise us of the basis for your
belief that the merger subsidiary is not "engaged" in the
Rule 13e-3 transaction. For help in making this determination,
please review Section II.D.3 of our Current Issues Outline, publicly
available at our website at www.sec.gov.  Also note that each filing
person has a separate filing, disclosure, and dissemination obligation
under Rule 13e-3. For example, you will need to include a statement as
to whether Georgian Interim Corporation and Messrs. Teel, Barber
and Ekern believe the Rule 13e-3 transaction to be fair to
unaffiliated security holders and an analysis of the material
factors upon which they relied in reaching such a conclusion.
See Item 8 of Schedule 13E-3, Item 1014 of Regulation M-A and
Question & Answer No. 5 of Exchange Act Release No. 34-17719
(April 13, 1981).  As another example, you will need to provide
disclosure pertaining to their purposes and reasons for the transaction
and any alternatives they considered pursuant to Item 7 of Schedule
13E-3 and Item 1013 of Regulation M-A.

2. Either here or in the proxy statement, ensure that you provide
all of the disclosure regarding the company`s plans as required by
Item 1006(c)(1-8) of Regulation M-A.  If a specific item contained in
(c)(1-8) is inapplicable or the answer is in the negative, revise
Item 6 of the Schedule 13E-3 to so state.

Schedule 14A

3. Revise the first page of the disclosure document that will be
sent to security holders and the form of proxy to state that they are
preliminary copies.  Refer to Rule 14a-6(e)(1).

4. Furnish the information required to be in the proxy statement by
Item 1(c) of Schedule 14A and Rule 14a-5(e).

Important Notices

5. Please revise the third paragraph to state that you may be
required to file and disseminate revised materials for any
material changes to the information presented in the document, and
not just those changes that are fundamental.

Alternatives Considered, page 8

6. We note your disclosure that the company would incur
significantly increased transaction costs if it had proceeded with a
reverse stock split instead of the merger.  Please quantify the
difference in funds that would have been required by a reverse split
from those that will be required to conduct the merger.

7. When the board first began discussing the going private
transaction due to the increasing reporting and compliance
expenses, did it consider any ways to reduce expenses other than going
private? If so, identify the alternatives considered and why they were
ultimately rejected.  See Item 1013(b) of Regulation M-A.

8. Revise the discussion under "Sale of the Company" to disclose
the basis for the board`s claim that a potential acquiror would likely
offer to shareholders a consideration value that "would not
reflect an appropriate return on their investment."  Also revise to
clarify the status of the company`s stage of growth and implementation
of its business plan to assist the reader in understanding why a sale
would be "detrimental to [y]our ability to serve [y]our target markets."

Background of the Reorganization, page 9

9. Expand your discussion of the background of the merger to
describe all meetings, negotiations, contacts, etc., among board members
and management.  Identify the participants in and initiator of each
meeting or contact, disclose the date of each meeting or contact
and revise your discussion of those meetings to provide the reader
with more of a sense of the content of those discussions.  Please
revise to disclose the following, which is not intended to be an
exhaustive list:

* who first proposed the possibility of going private and when
this occurred;
* the substance of management discussions regarding the evaluation
of various transactional alternatives;
* how the board selected a $15 per share price following Southard
Financial`s indication that $14.25 was the fair market value; and
* how and when the executive officers and directors indicated
their intent to vote in favor of the merger.

Reasons for the Reorganization, page 10

10. Given that several of the factors you list as contributing to
the decision to take the company private, such as limited liquidity
and inability to utilize stock as a source of financing, appear to
have existed for several years and since the Sarbanes-Oxley Act was
enacted nearly two years ago, revise to indicate why you seek to
undertake the going private transaction at this time as opposed to
other times in the company`s operating history.  See Item 1013(c)
of Regulation M-A.  Particularly address the timing of the going
private transaction in light of the information appearing in
Southard Financial`s fairness opinion that divluges management`s
Expectation that earnings in 2004 and 2005 will be "substantially
above historical levels."

11. Provide a break down of the $275,000 per year expected cost
savings, to the extent possible, by quantifying the savings for
each type of expense discussed.  Also quantify the amount of time
management devotes to compliance with the federal securities laws,
to the extent practicable.

12. We note you anticipate incurring total expenses of
approximately $3.8 million to complete this transaction and that
one of the primary purposes for engaging in the transaction is the
cost savings of approximately $275,000 per year.  Please explain what
consideration the board gave to the fact that it will take approximately
14 years to recoup the value of the initial expense.

Effects of the Reorganization on Georgian, page 11

13. While you provide separate sections to discuss the effects of
the transaction on the company and its affiliates, you do not provide
equally prominent discussions of the effects on the unaffiliated
shareholders who will receive cash in the merger and unaffiliated
shareholders who will retain their investment in the company.
Revise to include a reasonably detailed discussion of both the benefits
and detriments of the reorganization to each group of unaffiliated
shareholders in accordance with Instruction 2 to Item 1013 of
Regulation M-A.

Effects of the Reorganization on Affiliates, page 12

14. Describe the effects of the transaction on Messrs. Teel,
Barber and Ekern`s interest in the net book value and net earnings of
the company in terms of both dollar amounts and percentages.  Refer
to Instruction 3 to Item 1013 of Regulation M-A.

Federal Income Tax Consequences of the Reorganization, page 13

15. Please eliminate the language that the discussion "is a
general summary" or "is intended  only as a summary."  We believe
these statements might suggest that your stockholders may not rely
on the description of material tax consequences included in the proxy
statement.

16. Revise to discuss the federal tax consequences of the Rule
13e-3 transaction on the company, Messrs. Teel, Barber and Ekern and
all other shareholders who will retain shares after the reorganization.
See Item 1013(d) of Regulation M-A.

Recommendation of the Board; Fairness of the Reorganization, page
16

17. Generally, your discussion of the factors listed in Item 1014
of Regulation M-A should only address substantive and procedural
fairness to unaffiliated shareholders, and not all shareholders
generally.  See Item 1014(a) of Regulation M-A and Question and
Answer No. 19 in Exchange Act Release No. 34-17719 and revise
accordingly.  In addition, revise to separately address
substantive and procedural fairness to unaffiliated shareholders
who will retain their interest in the company from those who will not.

18. Revise the reference at the top of page 18 to "the average
trading price for 2004" in light of your earlier disclosure that
the last known trading price for your common stock was from September
2003.

19. Explain how the board evaluated the merger consideration in
relation to the company`s going concern value pursuant to
Instruction 2(v) to Item 1014 of Regulation M-A.  To the extent the
board is relying on the analysis of Southard Financial to satisfy it
requirement to evaluate going concern value, then the board must
specifically adopt the advisor`s analysis and conclusion as its
own.

20. Revise the penultimate paragraph on page 18 to clarify why the
board believes that liquidation value is not a relevant measure of
the company`s valuation.  For example, how does liquidation value
relate to the board`s conclusion about book value?  Why did the
board determine not to evaluate liquidation value given its inability
to assure that the liquidation value would not produce a higher
valuation than going concern value?  Please also note that your
assertion that a liquidation is not a feasible alternative does
not provide an adequate explanation for why liquidation value is not
relevant.  In this regard, please refer to Question and Answer No.
20 of Exchange Act Release No. 34-17719 ("...the absence of an
intention to liquidate is not determinative of whether the discussion
should address liquidation values.").

21. Clearly state that the board did not consider firm offers in
accordance with Instruction 2(viii) of Regulation M-A because
there were none.

22. Revise your discussion of procedural fairness to clarify how
the board reached a conclusion that the transaction is procedurally
fair in the absence of the procedural safeguards set forth in Item
1014(c) and (d) of Regulation M-A.  Address this point in light of the
fact that all of the company`s management-related shareholders who will
retain their investment in the company are also the affiliates who
determined to effectuate the reorganization, reject other
alternatives and set the price to be paid in the transaction.

Opinion of Independent Financial Advisor, page 20

23. On a supplemental basis, provide us with a copy of Southard
Financial`s engagement letter with the company.

24. Each presentation, discussion, or report held with or
presented by an outside party that is materially related to the
Rule 13e-3 transaction, whether oral or written, is a separate report
that requires a reasonably detailed description meeting the
requirements of Item 1015 of Regulation M-A.  This requirement applies
to both preliminary and final reports.  Revise to summarize any and
all presentations made by Southard Financial during the board`s
evaluation of the transaction and file any written materials, such
as the underlying valuation report, as exhibits to the Schedule 13E-3
pursuant to Item 9 of Schedule 13E-3 and Item 1016(c) of
Regulation M-A.

25. Revise to indicate whether Southard Financial recommended the
amount of consideration to be paid in the going private
transaction. Refer to Item 1015(b)(5) of Regulation M-A.

26. On the top of page 22 you state that the advisor`s fairness
opinion is "directed to the Georgian Board only."  This limitation
appears to limit reliance by investors on the opinion.  We view
the limitation as inappropriate since the opinion is being provided
to shareholders in a public disclosure document under the federal
securities laws.  Please either delete the limitation or disclose
the basis for the advisor`s belief that shareholders cannot rely on
the opinion to support any claims against it arising under applicable
state law.  Describe any applicable authority or disclose that the
availability of this defense will be resolved by a court of
competent jurisdiction.  Also disclose that the resolution will have
no effect on the rights and responsibilities of the board of directors
under applicable state law and disclose that the availability of the
defense would have no effect on the rights and responsibilities of
either the advisor or the board under federal securities laws.

27. Disclose all of the financial forecasts that management
provided to Southard Financial or any projections that the advisor
developed. In addition, disclose and quantify the material assumptions
underlying the forecasts.

28. Revise to include a more detailed summary of the analyses the
advisor performed, including the multiples (and how the advisor
arrived at the various multiples), ranges, means/medians and
quantified values that it calculated for each analysis and any
assumptions that it made.  In each analysis please quantify any
adjustments that the advisor made and explain why the adjustments
were appropriate.

29. Under the analyses of market value and recent control bank
transactions, disclose the specific comparable transactions
considered and the corresponding announcement dates.  Clarify
which of the transactions involved going private.  For transactions
that did not involve going private, briefly explain why the advisor
considered them to be comparable.

30. Clarify how Southard Financial derived the fair value of
$14.25 from the various methodologies.  For instance, quantify the
weights assigned to the various methodologies to arrive at the combined
value of Georgian Bank and disclose the total value of Georgian after
adding its other assets.  Also explain why the advisor deemed it
appropriate to calculate fair value on a fully diluted basis
though the company`s outstanding stock options and warrants will remain
outstanding after the reorganization.

31. Please revise the discussion of the discounted cash flow
analysis to disclose the following:

* why a 5% to 10% earnings growth rate and a 12% to 16% discount
rate were used (for example, do they correspond to the general
industry averages?);
* how the estimated earnings growth rate differs from the
company`s historical growth rate; and
* the dividend payout ratio and terminal value estimated for
purposes of this analysis.

32. Please expand your summary of Southard Financial`s fairness
opinion to include a more detailed explanation of how it
determined that the consideration was fair to those shareholders who
will retain their equity investment in the company.

Procedures for Voting by Proxy, page 27

33. Rule 14a-4(c)(3) contemplates the use of discretionary
authority only for matters unknown "a reasonable time before the
solicitation." Please revise this paragraph accordingly.  Also ensure
that the proxy card includes this language.

Solicitation of Proxies, page 28

34. We note that proxies may be solicited by personal interview,
telephone, fax or "otherwise."  Please advise us of the other
means by which proxies may be solicited and confirm, if true, that
proxies will not be solicited via the Internet.  In addition, please
confirm your understanding that all written soliciting materials,
including any scripts to be used in soliciting proxies over the telephone
or in person, must be filed under the cover of Schedule 14A.  See Rule
14a-6(b) and (c).

Exchange of Stock Certificates for Cash, page 30

35. Please revise to disclose the approximate length of time
between the effective date of the merger and the date on which
shareholders will receive their cash payments.

Source of Funds and Expenses, page 31

36. Your response to Item 10 of the Schedule 13E-3 indicates that
you will amend the document to file any loan agreements when they
become available.  Confirm to us that when you secure the necessary
financing, you will also file revised materials to provide all of
the information relating to borrowed funds pursuant to Item 1007(b)
and (d) of Regulation M-A, such as the material terms and conditions
to the financing and any plans to repay the l