8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 8, 2004

COLONY BANKCORP, INC.

(Exact name of registrant as specified in its charter)

Georgia	000-12436	58-1492391
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer I.D. No.)

115 South Grant Street, Fitzgerald, Georgia 31750

(Address of principal executive offices)

(229) 426-6000

Registrant’s Telephone Number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c ) under the Exchange Act (17 CFR 240.13e-4(c ))

Item 2.02 Results of Operations and Financial Condition

On October 8, 2004, Colony Bankcorp, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated here in by reference.

Item 7.01 Regulation FD Disclosure

On October 8, 2004, Colony Bankcorp, Inc. issued a press release announcing the results of its’ third quarter 2004 operations. The press release is attached as Exhibit 99.1 to this Form 8-K. This information is provided under Item 2.02 of Form 8-K. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

99.1 Press Release dated October 8, 2004

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COLONY BANKCORP, INC.
Date: October 8, 2004	By:	/s/ Terry L. Hester
		Terry L. Hester
		Executive Vice President and
		Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Date:	October 8, 2004 8:00 A.M. (ET)
Contact:	Terry L. Hester
	Chief Financial Officer
	(229) 426-6002

Colony Bankcorp, Inc. Announces Third Quarter Results

FITZGERALD, GA., October 8, 2004 — Colony Bankcorp, Inc. (Nasdaq: CBAN), today reported record quarterly net income of $2,057,000 for the third quarter of 2004, up 19.66% from third quarter 2003 net income of $1,719,000. On a per share basis, net income was $0.36, up 20.00% from third quarter 2003 net income per share of $0.30. Annualized return on assets for the quarter was 0.86% and return on equity excluding FASB 115 accounting effect was 13.71%, compared to 0.83% and 12.75% for the same year ago period, respectively. Net interest margin reflected an improvement to 3.82% for third quarter 2004 compared to 3.70% for the same year ago period.

Net income for the nine months ended September 30, 2004 was $5,989,000 or $1.05 per share as compared to $5,029,000 or $0.88 per share for the same period a year ago. Earnings per share reflect an increase of 19.32% from a year ago. Annualized return on assets for the nine months ended September 30, 2004 was 0.87% and return on equity excluding FASB 115 accounting effect was 13.71%, compared to 0.83% and 12.75% for the nine months ended September 30, 2003, respectively.

Asset growth continued to be good as Colony surpassed $971 million in total assets during the quarter. Total assets increased 16.85% to $971,278,000 on September 30, 2004 from $831,214,000 a year ago. Net loans increased 19.36% to $767,214,000 on September 30, 2004 from $642,799,000 a year ago. Total deposits increased 18.16% to $824,509,000 on September 30, 2004 from $697,805,000 a year ago. Shareholders’ equity on September 30, 2004 was $60,528,000 and equaled 6.23% of total assets.

The ratio of non-performing assets to loans and other real estate on September 30, 2004 was 1.45% as compared to 1.63% on September 30, 2003 and 1.55% on December 31, 2003. The third quarter provisions for loan losses were $864,000 compared to $1,455,000 for the same period in 2003, while year to date provisions for loan losses were $2,709,000 and $2,927,000 for 2004 and 2003, respectively. Net charge-offs for the quarter were 0.06% of average loans, down from 0.26% for the third quarter of 2003 and net charge-offs for the nine months ended September 30, 2004 were 0.15%, down from 0.41% for the same period a year ago. The loan loss reserve on September 30, 2004 was 1.30% of total loans, which provided coverage of 123.69% of nonperforming loans and 89.38% of nonperforming assets, compared to 96.12% and 72.68% on September 30, 2003, respectively.

During the quarter the board of directors increased the quarterly cash dividend to $0.08 per share compared to $0.0775 per share in the second quarter of 2004 and to the cash dividend of $0.07 per share in the third quarter of 2003. The third quarter dividend payment represents an increase of 14.29% over the dividend payment in third quarter 2003.

Also during the quarter, the company announced the opening of its’ second office in Tifton/Tift County, Georgia and the opening of a loan production office in Columbus/Muscogee County, Georgia. Other expansion activity includes construction underway for a second office in Valdosta, Georgia and remodeling of a 7,000 square foot office in Savannah, Georgia. Both of these projects should be completed during first quarter 2005.

Colony Bankcorp, Inc. is a multi-bank holding company headquartered in Fitzgerald, Georgia that consists of the following subsidiaries: Colony Bank of Fitzgerald, Colony Bank Wilcox, Colony Bank Ashburn, Colony Bank of Dodge County, Colony Bank Worth, Colony Bank Southeast, Colony Bank Quitman, FSB, Georgia First Mortgage Company and Colony Management Services, Inc. The Company conducts a general full service commercial, consumer and mortgage banking business through twenty-seven offices located in the Central, South, West and Coastal Georgia cities of Fitzgerald, Warner Robins, Ashburn, Leesburg, Cordele, Albany, Thomaston, Columbus, Sylvester, Tifton, Moultrie, Douglas, Broxton, Savannah, Eastman, Chester, Soperton, Rochelle, Pitts, Quitman and Valdosta, Georgia.

Colony Bankcorp, Inc. Common Stock is quoted on the Nasdaq National Market under the symbol “CBAN”.

Certain statements contained in the preceding release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified. In addition, certain statements may be contained in the Company’s future filings with the SEC, in press releases, and in oral and written statements made by or with the approval of the Company that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statement of plans and objectives of Colony Bankcorp, Inc. or its management or Board of Directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes”, “anticipates”, “expects”, “intends”, “targeted” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Forward-looking statements speak only as of the date on which such statements are made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward-looking statements.

COLONY BANKCORP, INC.

FINANCIAL HIGHLIGHTS (UNAUDITED)

DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA

	QUARTER ENDED						YEAR-TO-DATE
	09/30/04			09/30/03			09/30/04			09/30/03
EARNINGS SUMMARY
Net Interest Income	$	8,573		$	7,214		$	24,768		$	20,447
Provision for Loan Losses		864			1,455			2,709			2,927
Non-interest Income		1,606	(2)		2,096	(2)		4,699	(2)		5,429	(2)
Non-interest Expense		6,239			5,293			17,684			15,377
Income Taxes		1,019			843			3,085			2,543
Net Income		2,057			1,719			5,989			5,029
Operating Income		2,077			1,475			6,009			4,785

	QUARTER ENDED						YEAR-TO-DATE
	09/30/04			09/30/03			09/30/04			09/30/03
PER SHARE SUMMARY
Common Shares Outstanding		5,738,343			5,727,968			5,738,343			5,727,968
Weighted Average Diluted Shares		5,727,619			5,720,374			5,723,475			5,720,481
Net Income Per Weighted Average Diluted Shares	$	0.36		$	0.30		$	1.05		$	0.88
Operating Income Per Weighted Average Diluted Shares	$	0.36		$	0.26		$	1.05		$	0.84
Dividends Declared Per Share	$	0.08		$	0.07		$	0.2325		$	0.198
	QUARTER ENDED						YEAR-TO-DATE
	09/30/04			09/30/03			09/30/04			09/30/03
OPERATING RATIOS (1)
Net Interest Margin (a)		3.82	%		3.70	%		3.82	%		3.61	%
Return on Average Assets Based on Net Income		0.86	%		0.83	%		0.87	%		0.83	%
Return on Average Assets Based on Operating Income		0.87	%		0.71	%		0.87	%		0.79	%
Return on Average Equity Based on Net Income(b)		13.71	%		12.75	%		13.71	%		12.75	%
Return on Average Equity Based on Operating Income(b)		13.84	%		10.94	%		13.75	%		12.13	%
Efficiency (c)		60.71	%		58.77	%		59.54	%		59.82	%

	QUARTER ENDED
	09/30/04			09/30/03
ENDING BALANCES
Total Assets	$	971,278		$	831,214
Loans Held for Sale		1,559			3,315
Loans, Net of Reserves		767,214			642,799
Allowance for Loan Losses		10,114			7,748
Intangible Assets		3,085			730
Deposits		824,509			697,805
Stockholders’ Equity		60,528			54,449
Book Value Per Share	$	10.55		$	9.51
Tangible Book Value Per Share	$	10.01		$	9.38
Shareholders’ Equity to Total Assets		6.23	%		6.55	%

(1) Annualized.

(2) Includes gain(loss) on sale of securities of ($31) for third quarter 2004 and $369 for third quarter 2003 and ($31) for YTD 2004 and $369 for YTD 2003.

(a) Computed using fully taxable-equivalent net income.

(b) Excludes FASB 115 accounting effect

(c) Computed by dividing non-interest expense by the sum of fully taxable-equivalent net interest income and non-interest income and excluding any security gains/losses.

COLONY BANKCORP, INC

FINANCIAL HIGHLIGHTS (UNAUDITED)

DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA

	QUARTER ENDED				YEAR-TO-DATE
	09/30/04		09/30/03		09/30/04		09/30/03
AVERAGE BALANCES
Total Assets	$	955,525	$	826,760	$	918,942	$	804,701
Loans, Net of Reserves		750,136		635,063		707,840		608,070
Deposits		807,667		693,453		779,765		678,733
Stockholders’ Equity		59,533		54,388		58,251		53,316

	QUARTER ENDED						YEAR-TO-DATE
	09/30/04			09/30/03			09/30/04			09/30/03
ASSET QUALITY
Nonperforming Loans	$	8,177		$	8,061		$	8,177		$	8,061
Nonperforming Assets		11,316			10,661			11,316			10,661
Net Loan Chg-offs (Recoveries)		428			1,669			1,111			2,542
Reserve for Loan Loss to Gross Loans		1.30	%		1.19	%		1.30	%		1.19	%
Reserve for Loan Loss to Non-performing Loans		123.69	%		96.12	%		123.69	%		96.12	%
Reserve for Loan Loss to Non-performing Assets		89.38	%		72.68	%		89.38	%		72.68	%
Net Loan Chg-offs (Recoveries) to Avg. Gross Loans		0.06	%		0.26	%		0.15	%		0.41	%
Nonperforming Loans to Gross Loans		1.05	%		1.24	%		1.05	%		1.24	%
Nonperforming Assets to Total Assets		1.17	%		1.28	%		1.17	%		1.28	%
Nonperforming Assets to Loans and Other Real Estate		1.45	%		1.63	%		1.45	%		1.63	%

Quarterly Comparative Data (in thousands, except per share data)

	3Q2004			2Q2004			1Q2004			4Q2003			3Q2003
Assets	$	971,278		$	936,997		$	922,908		$	868,606		$	831,214
Loans		767,214			734,799			688,793			645,661			642,799
Deposits		824,509			790,682			786,351			732,318			697,805
Equity		60,528			58,015			57,983			55,976			54,449
Net Income		2,057			2,007			1,925			1,787			1,719
Net Income Per Share		0.36			0.35			0.34			0.31			0.30
Dividends Declared Per Share		0.08			0.0775			0.075			0.0725			0.07
Key Performance Ratios	3Q2004			2Q2004			1Q2004			4Q2003			3Q2003
Return on Assets		0.86	%		0.87	%		0.87	%		0.84	%		0.83	%
Return on Equity*		13.71	%		13.80	%		13.61	%		12.92	%		12.75	%
Equity/Assets		6.23	%		6.19	%		6.28	%		6.45	%		6.55	%
Net Interest Margin		3.82	%		3.82	%		3.82	%		3.76	%		3.70	%

* Excludes FASB 115 Accounting Effect

Consolidated Balance Sheets Colony Bankcorp, Inc.

(in thousands)

	September 30, 2004			September 30, 2003
	(unaudited)			(unaudited)
ASSETS
Cash and Balances Due from Depository Institutions	$	18,792		$	19,413
Interest-Bearing Deposits		3,189			13,915
Federal Funds Sold		28,128			21,408
Investment Securities
Available for Sale, at Fair Value		105,036			92,175
Held for Maturity, at Cost (Fair Value of $89 and $88, Respectively)		89			88
		105,125			92,263
Federal Home Loan Bank Stock, at Cost		3,402			2,975
Loans Held for Sale		1,559			3,315
Loans		777,363			650,585
Allowance for Loan Losses		(10,114	)		(7,748	)
Unearned Interest and Fees		(35	)		(38	)
		767,214			642,799
Premises and Equipment		21,747			17,600
Other Real Estate		3,139			2,600
Goodwill		2,412			448
Intangible Assets		673			282
Other Assets		15,898			14,196
Total Assets	$	971,278		$	831,214
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Noninterest-Bearing	$	62,042		$	52,695
Interest-Bearing		762,467			645,110
		824,509			697,805
Borrowed Money
Subordinated Debentures		19,074			14,434
Federal Funds Purchased		0			0
Other Borrowed Money		62,507			60,243
		81,581			74,677
Other Liabilities		4,660			4,283
Stockholders’ Equity
Common Stock, Par Value $1, Authorized 20,000,000 Shares, Issued 5,738,343 and 5,727,968 Shares as of September 30, 2004 and September 30, 2003, Respectively		5,738			5,728
Paid in Capital		23,713			23,499
Retained Earnings		31,513			25,486
Restricted Stock- Unearned Compensation		(250	)		(154	)
Accumulated Other Comprehensive Income, Net of Taxes		(186	)		(110	)
		60,528			54,449
Total Liabilities and Stockholders’ Equity	$	971,278		$	831,214

Consolidated Statements of Income Colony Bankcorp, Inc.

(in thousands except per share data)

	Quarter Three Months Ended					Year-to-Date Nine Months Ended
	09/30/04			09/30/03		09/30/04			09/30/03
	(unaudited)			(unaudited)		(unaudited)			(unaudited)
Interest Income
Loans, including fees	$	12,256		$	10,800	$	34,763		$	32,020
Federal Funds Sold		89			53		227			274
Deposits with Other Banks		13			40		59			120
Investment Securities
U.S. Treasury & Federal Agencies		792			536		2,441			1,543
State, County and Municipal		63			77		229			240
Other Investments		54			104		222			340
Dividends on Other Investments		27			31		79			98
		13,294			11,641		38,020			34,635
Interest Expense
Deposits		3,904			3,673		10,873			11,995
Federal Funds Purchased		1			0		4			1
Borrowed Money		575			589		1,793			1,677
Subordinated Debentures		241			165		582			515
		4,721			4,427		13,252			14,188
Net Interest Income		8,573			7,214		24,768			20,447
Provision for Loan Losses		864			1,455		2,709			2,927
Net Interest Income After Provisions for Loan Losses		7,709			5,759		22,059			17,520
Noninterest Income
Service Charges on Deposits		1,100			1,011		3,170			2,778
Other Service Charges, Commissions & Fees		269			294		777			800
Security Gains (Losses), net		(31	)		369		(31	)		369
Other Income		268			422		783			1,482
		1,606			2,096		4,699			5,429
Noninterest Expense
Salaries and Employee Benefits		3,189			2,839		9,433			8,414
Occupancy and Equipment		940			848		2,606			2,401
Other Operating Expenses		2,110			1,606		5,645			4,562
		6,239			5,293		17,684			15,377
Income Before Income Taxes		3,076			2,562		9,074			7,572
Income Taxes		1,019			843		3,085			2,543
Net Income	$	2,057		$	1,719	$	5,989		$	5,029
Net Income Per Share of Common Stock
Basic	$	0.36		$	0.30	$	1.05		$	0.88
Diluted	$	0.36		$	0.30	$	1.05		$	0.88
Weighted Average Basic Shares Outstanding		5,707,843			5,694,978		5,703,819			5,694,978
Weighted Average Diluted Shares Outstanding		5,727,619			5,720,374		5,723,475			5,720,481