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): July 15, 2005

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 July 15, 2005, Colony Bankcorp, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On July 15, 2005, Colony Bankcorp, Inc. issued a press release announcing its second quarter operating results. 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 July 15, 2005

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: July 15, 2005	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:	July 15, 2005 8:00 A.M. (ET)
Contact:	Terry L. Hester
	Chief Financial Officer
	(229) 426-6002

Colony Bankcorp, Inc. Announces Second Quarter Results

FITZGERALD, GA., July 15, 2005 — Colony Bankcorp, Inc. (Nasdaq: CBAN), today reported record quarterly net income of $2,247,000 for the second quarter of 2005, up 11.96 percent from second quarter 2004 net income of $2,007,000. Diluted earnings per share for the second quarter of 2005 was $0.31 per share compared to $0.28 per share for the same year ago period or an increase of 10.71 percent. Annualized return on assets for the quarter was 0.89 percent and return on equity excluding FASB 115 accounting effect was 13.77 percent, compared to 0.87 percent and 13.80 percent for the same year ago period, respectively. Net interest margin had a slight increase to 3.88 percent for second quarter 2005 compared to 3.82 percent for the same year ago period.

Net income for the six months ended June 30, 2005 was $4,421,000 or $0.62 per share as compared to $3,932,000 or $0.55 per share for the same period a year ago. Earnings per share reflect an increase of 12.73 percent from a year ago. Annualized return on assets for the six months ended June 30, 2005 was 0.88 percent and return on equity excluding FASB 115 accounting effect was 13.77 percent, compared to 0.87 percent and 13.71 percent for the six months ended June 30, 2004, respectively.

Colony reached a milestone during the second quarter as total assets surpassed one billion dollars. Total assets increased 8.66 percent to $1,018,095,000 on June 30, 2005 from $936,997,000 a year ago. Net loans increased 11.28 percent to $817,687,000 on June 30, 2005 from $734,799,000 a year ago. Total deposits increased 8.69 percent to $859,390,000 on June 30, 2005 from $790,682,000 a year ago. Shareholders’ equity on June 30, 2005 was $65,257,000 and equaled 6.41 percent of total assets.

The ratio of non-performing assets to loans and other real estate on June 30, 2005 was 1.48 percent as compared to 1.43 percent on June 30, 2004 and 1.27 percent on December 31, 2004. The second quarter 2005 provisions for loan losses were $1,025,000 compared to $865,000 for the same period in 2004, while year to date 2005 provisions for loan losses were $1,833,000 compared to $1,845,000 for the same period in 2004. Net charge-offs for the quarter were 0.13 percent of average loans, up from 0.04 percent for the second quarter of 2004 and net charge-offs for the six months ended June 30, 2005 were 0.22 percent, up from 0.10 percent for the same period a year ago. The loan loss reserve of $10,119,000 on June 30, 2005 was 1.22 percent of total loans, which provided coverage of 106.76 percent of non-performing loans and 82.44 percent of non-performing assets, compared to 133.77 percent and 90.77 percent on June 30, 2004, respectively.

During the quarter the board of directors increased the quarterly cash dividend to $0.07 per share compared to $0.068 split-adjusted per share in the first quarter of 2005 and to the cash dividend of $0.062 split-adjusted per share in the second quarter of 2004. The second quarter dividend payment represents an increase of 12.90% over the dividend payment in second quarter 2004.

In June, the company was recognized as one of Georgia’s top-performing companies when The Atlanta Journal-Constitution announced its annual ranking of public companies based in Georgia. The twelfth annual list, based on 2004 data, ranked Colony Bankcorp, Inc. 34^th on the list and was the sixth consecutive year that Colony has been recognized.

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-eight offices located in the Central and South 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
EARNINGS SUMMARY	06/30/05		06/30/04		06/30/05		06/30/04
Net Interest Income	$	9,245	$	8,295	$	18,097	$	16,203
Provision for Loan Losses		1,025		865		1,833		1,845
Non-interest Income		1,575		1,604		3,202		3,149
Non-interest Expense		6,368		5,981		12,677		11,509
Income Taxes		1,180		1,046		2,368		2,066
Net Income		2,247		2,007		4,421		3,932
Operating Income		2,247		2,007		4,421		3,932

COLONY BANKCORP, INC.

FINANCIAL HIGHLIGHTS (UNAUDITED)

DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA

	QUARTER ENDED				YEAR-TO-DATE
PER SHARE SUMMARY (2)	06/30/05		06/30/04		06/30/05		06/30/04
Common Shares Outstanding		7,181,882		7,172,928		7,181,882		7,172,928
Weighted Average Diluted Shares		7,169,617		7,156,278		7,170,122		7,149,439
Net Income Per Weighted Average Diluted Shares	$	0.31	$	0.28	$	0.62	$	0.55
Operating Income Per Weighted Average Diluted Shares	$	0.31	$	0.28	$	0.62	$	0.55
Dividends Declared Per Share	$	0.07	$	0.062	$	0.138	$	0.122

	QUARTER ENDED				YEAR-TO-DATE
OPERATING RATIOS (1)	06/30/05		06/30/04		06/30/05		06/30/04
Net Interest Margin (a)	3.88	%	3.82	%	3.83	%	3.82	%
Return on Average Assets
Based on Net Income	0.89	%	0.87	%	0.88	%	0.87	%
Return on Average Assets
Based on Operating Income	0.89	%	0.87	%	0.88	%	0.87	%
Return on Average Equity
Based on Net Income(b)	13.77	%	13.80	%	13.77	%	13.71	%
Return on Average Equity
Based on Operating Income(b)	13.77	%	13.80	%	13.77	%	13.71	%
Efficiency (c)	58.54	%	60.02	%	59.21	%	59.05	%

	QUARTER ENDED
ENDING BALANCES (2)	06/30/05			06/30/04
Total Assets	$	1,018,095		$	936,997
Loans Held for Sale		911			2,469
Loans, Net of Reserves		817,687			734,799
Allowance for Loan Losses		10,119			9,677
Intangible Assets		2,983			3,123
Deposits		859,390			790,682
Stockholders’ Equity		65,257			58,015
Book Value Per Share	$	9.09		$	8.09
Tangible Book Value Per Share	$	8.67		$	7.66
Shareholders’ Equity to Total Assets		6.41	%		6.19	%

(1) Annualized.

(2) All Per Share Data has been adjusted to reflect 5-for-4 stock split effective May 16, 2005.

(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
AVERAGE BALANCES	06/30/05		06/30/04		06/30/05		06/30/04
Total Assets	$	1,010,365	$	925,320	$	1,003,924	$	903,191
Loans, Net of Reserves		800,971		712,616		787,526		686,512
Deposits		854,676		786,873		852,366		764,099
Stockholders’ Equity		64,299		58,124		63,386		57,571

	QUARTER ENDED						YEAR-TO-DATE
ASSET QUALITY	06/30/05			06/30/04			06/30/05			06/30/04
Nonperforming Loans	$	9,478		$	7,234		$	9,478		$	7,234
Nonperforming Assets		12,275			10,661			12,275			10,661
Net Loan Chg-offs (Recoveries)		1,077			269			1,726			683
Reserve for Loan Loss to Gross Loans		1.22	%		1.30	%		1.22	%		1.30	%
Reserve for Loan Loss to Non-performing Loans		106.76	%		133.77	%		106.76	%		133.77	%
Reserve for Loan Loss to Non-performing Assets		82.44	%		90.77	%		82.44	%		90.77	%
Net Loan Chg-offs (Recoveries) to Avg. Gross Loans		0.13	%		0.04	%		0.22	%		0.10	%
Nonperforming Loans to Gross Loans		1.14	%		0.97	%		1.14	%		0.97	%
Nonperforming Assets to Total Assets		1.21	%		1.14	%		1.21	%		1.14	%
Nonperforming Assets to Loans and Other Real Estate		1.48	%		1.43	%		1.48	%		1.43	%

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

	2Q2005			1Q2005			4Q2004			3Q2004			2Q2004
Assets	$	1,018,095		$	995,826		$	997,286		$	971,278		$	936,997
Loans		817,687			788,232			768,632			767,214			734,799
Deposits		859,390			845,753			850,325			824,509			790,682
Equity		65,257			62,784			61,763			60,528			58,015
Net Income		2,247			2,174			2,080			2,057			2,007
Net Income Per Share (2)		0.31			0.30			0.29			0.29			0.28
Dividends Declared Per Share (2)		0.07			0.068			0.066			0.064			0.062
Key Performance Ratios	2Q2005			1Q2005			4Q2004			3Q2004			2Q2004
Return on Assets		0.89	%		0.87	%		0.84	%		0.86	%		0.87	%
Return on Equity*		13.77	%		13.76	%		13.47	%		13.71	%		13.80	%
Equity/Assets		6.41	%		6.30	%		6.19	%		6.23	%		6.19	%
Net Interest Margin		3.88	%		3.77	%		3.77	%		3.82	%		3.82	%

* Excludes FASB 115 Accounting Effect

(2) All per share data has been adjusted to reflect 5-for-4 stock split effective May 16, 2005.

Consolidated Balance Sheets Colony Bankcorp, Inc.

(in thousands)

	June 30, 2005			June 30, 2004
	(unaudited)			(unaudited)
ASSETS
Cash and Cash Equivalents
Cash and Due from Banks	$	18,973		$	18,537
Federal Funds Sold		17,813			18,306
		36,786			36,843
Interest-Bearing Deposits		2,744			4,846
Investment Securities
Available for Sale, at Fair Value		109,111			110,545
Held for Maturity, at Cost (Fair Value of $86 and $87 Respectively)		86			87
		109,197			110,632
Federal Home Loan Bank Stock, at Cost		5,012			3,330
Loans Held for Sale		911			2,469
Loans		827,839			744,513
Allowance for Loan Losses		(10,119	)		(9,677	)
Unearned Interest and Fees		(33	)		(37	)
		817,687			734,799
Premises and Equipment		23,718			21,655
Other Real Estate		2,797			3,427
Goodwill		2,412			2,412
Intangible Assets		571			711
Other Assets		16,260			15,873
Total Assets	$	1,018,095		$	936,997
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Noninterest-Bearing	$	65,856		$	60,668
Interest-Bearing		793,534			730,014
		859,390			790,682
Borrowed Money
Subordinated Debentures		19,074			19,074
Federal Funds Purchased		0			610
Other Borrowed Money		69,337			64,565
		88,411			84,249
Other Liabilities		5,037			4,051
Stockholders’ Equity
Common Stock, Par Value $1, Authorized 20,000,000 Shares, Issued 7,181,882 and 5,738,343 Shares as of June 30, 2005 and June 30, 2004, Respectively		7,182			5,738
Paid in Capital		24,011			23,713
Retained Earnings		35,101			29,915
Restricted Stock- Unearned Compensation		(423	)		(288	)
Accumulated Other Comprehensive Income, Net of Taxes		(614	)		(1,063	)
		65,257			58,015
Total Liabilities and Stockholders’ Equity	$	1,018,095		$	936,997

Consolidated Statements of Income Colony Bankcorp, Inc.

(in thousands except per share data)

	Quarter				Year-to-Date
	Three Months Ended				Six Months Ended
	06/30/05		06/30/04		06/30/05		06/30/04
	(unaudited)		(unaudited)		(unaudited)		(audited)
Interest Income
Loans, including fees	$	14,140	$	11,537	$	27,114	$	22,507
Federal Funds Sold		193		54		428		138
Deposits with Other Banks		17		20		34		46
Investment Securities
U.S. Treasury & Federal Agencies		770		805		1,638		1,649
State, County and Municipal		64		80		118		166
Corporate Obligations		36		84		66		168
Dividends on Other Investments		47		26		81		60
		15,267		12,606		29,479		24,734
Interest Expense
Deposits		5,063		3,537		9,547		6,969
Federal Funds Purchased		7		3		7		3
Borrowed Money		582		599		1,178		1,218
Subordinated Debentures		370		172		650		341
		6,022		4,311		11,382		8,531
Net Interest Income		9,245		8,295		18,097		16,203
Provision for Loan Losses		1,025		865		1,833		1,845
Net Interest Income After Provisions for Loan Losses		8,220		7,430		16,264		14,358
Noninterest Income
Service Charges on Deposits		1,050		1.077		1,980		2,070
Mortgage Banking Income		202		258		334		542
Security Gains (Losses), net		0		0		0		0
Other Income		323		269		888		537
		1,575		1,604		3,202		3,149
Noninterest Expense
Salaries and Employee Benefits		3,552		3,225		6,874		6,244
Occupancy and Equipment		925		869		1,825		1,666
Other Operating Expenses		1,891		1,887		3,978		3,599
		6,368		5,981		12,677		11,509
Income Before Income Taxes		3,427		3,053		6,789		5,998
Income Taxes		1,180		1,046		2,368		2,066
Net Income	$	2,247	$	2,007	$	4,421	$	3,932
Net Income Per Share of Common Stock
Basic	$	0.31	$	0.28	$	0.62	$	0.55
Diluted	$	0.31	$	0.28	$	0.62	$	0.55
Weighted Average Basic Shares Outstanding		7,143,741		7,134,804		7,143,741		7,127,231
Weighted Average Diluted Shares Outstanding		7,169,617		7,156,278		7,170,122		7,149,439

Per Share Data has been adjusted to reflect 5-for-4 stock split effective May 16, 2005.