A 75-year-old Connecticut Yankee named Henry Woodbridge says he called President Carter's budget director, Bert Lance, close to a fortnight ago about buying into a bank in Georgia.

Lance, by this account was understandably skittish. The Senate Governmental Affairs Committee had yet to render a verdict on Carter's request fr elimination of a conflict-of-interest rule requiring Lance to sell his 16 per cent stake in the National Bank of Georgia by the end of the year. The conversation with Woodbridge, a financial adviser to reticent Atlanta businessman David N. Smith, didn't take long.

"I called Mr. Lance, talked to him literally for only 15 seconds," Woodbridge recalled yesterday at a press conference in the penthouse suite of Atlanta's posh Omni International Hotel. All Lance said, Woodbridge related, was "What is your telephone number? I am not able to discuss this with you."

Soon afterward, Woodbridge said, Jackson T. Stephens, a multi-millionaire investment banker and entrepreneur from Little Rock, Ark., called and "agreed to handle the negotiations."

By yesterday, the dickering had turned into an agreement "in principle" between businessman Smith and Lance's financial trustee, Tom Mitchell of Dalton, Ga., to buy Lance's 200,000 shares in the NBG. But the "definitive announcement" that Mitchell said last weekend was in the off-ing is probably months away - with plenty of pitfalls ahead.

Bank financing for Smith has still to be lined up. Actual negotiations between Smith and directors of the National Bank of Georgia have not started. Approval from both state and federal regulatory agencies may also be required, depending on how the deal is structured.

At one point yesterday, the publicity-shy Smith, who boycotted his own press conference, was even reported to be "preparing to withdraw from the negotiations."

Woodbridge said this was because of all the "flak" Smith has gotten, including a story in yesterday's Atlanta Constitution about how some of his subsidiary companies have been accused in Florida, Maryland and North Carolina of deceptive practices in connection with encylopedia sales.

Smith's personal attorney, Dale M. Schwartz, a partnet in the Atlanta firm of Troutman, Sanders, Lockerman & Ashmore, told reporters that the companies have sold encyclopedias to 17,000 families and have received only 100 consumer complaints.

"That's loss than 1 per cent - not a bad batting average," Schwartz said. He said Smith could have reached consent settlements in a number of the complaints without admitting or denying guilt but "Mr. Smith felt wronged and wanted to defend himself."

Asked if Smith would ever come out into the limelight himself, Woodbridge told reporters in the suite replete with bar and lavish spread of hors, d'oeuvres, "Angels do not visit noisy places or noisy people. We're going to need angels to make this deal work and everything has got to be quieten down."

According to Schwartz, Smith was also worried that the publicity might embarrass Lance but he decided to keep moving ahead "after he agonized over this."

Encyclopedia sales represent less than 4 per cent of the $30 million a year in sales by Smith's firm, International Horizons Inc. It specializes in sale of English language courses in Japan and Brazil and has also branched out into biorhythm calculators, handheld gadgets that serve as sort of electronic horoscopes.

Woodbridge, a self-described down-the-line Republican from Pomfret, Conn., with distinguished gray hair, has served as Smith's financial adviser for several years. He said both he and former Georgia Gov. Carl Sanders, whose firm also serves as corporate counsel to International Horizons, had been advising Smith to diversify. An investment in a bank looked like "a good thing."

"It became obvious Mr. Lance's stock was for sale and the thought came up that since he had decided to invest in a bank, why not this one?" Woodbridge said.

It isn't clear what prompted the call back from Stephens, a onetime U.S. Naval Academy classmate of Carter. But Stephens, who holds 4.9 per cent of the National Bank of Georgia, has obviously been in the thick of efforts to arrange financing of the sale on behalf of his "damned good friend," Bert Lance.

For his part, Lance told the Senate committee Monday that he didn't even know at that point who the prospective purchaser was. (Smith had not yet been publicly identified.)

"I have not been in touch with Mr. Mitchell about it," Lance testified. Some (people) have called me, I've simply passed them on."