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): April 21, 2006

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 April 21, 2006, 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 April 21, 2006, Colony Bankcorp, Inc. issued a press release announcing results of its first quarter 2006 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 April 21, 2006

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: April 21, 2006	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:	April 21, 2006 8:00 A.M. (ET)
Contact:	Terry L. Hester
	Chief Financial Officer
	(229) 426-6002

Colony Bankcorp, Inc. Announces First Quarter Results

FITZGERALD, GA., April 21, 2006 — Colony Bankcorp, Inc. (Nasdaq: CBAN), today reported record quarterly net income of $2,309,000 for the first quarter of 2006, up 6.21 percent from first quarter 2005 net income of $2,174,000. Diluted earnings per share for the first quarter of 2006 was $0.32 per share compared to $0.30 per share for the same year ago period or an increase of 6.67 percent. Annualized return on assets for the quarter was 0.83 percent and return on equity excluding FASB 115 accounting effect was 13.12 percent, compared to 0.87 percent and 13.76 percent for the same year ago period, respectively. Net interest margin was up slightly from 3.80 percent for first quarter 2006 compared to 3.77 percent for first quarter 2005 and 3.79 percent for fourth quarter 2005.

Total assets increased 15.00 percent to $1,145,186,000 on March 31, 2006 from $995,826,000 a year ago. Net loans increased 11.88 percent to $881,897,000 on March 31, 2006 from $788,232,000 a year ago. Total deposits increased 15.24 percent to $974,672,000 on March 31, 2006 from $845,753,000 a year ago. Shareholders’ equity on March 31, 2006 was $69,625,000 and equaled 6.08 percent of total assets.

The ratio of non-performing assets to loans and other real estate on March 31, 2006 was 1.22 percent as compared to 1.37 percent on March 31, 2005 and 1.25 percent on December 31, 2005. The first quarter 2006 provision for loan losses were $922,000 compared to $808,000 for the same period in 2005. Net charge-offs for the quarter were 0.11 percent of average loans, up from 0.08 percent for the first quarter of 2005. One large commercial loan accounted for approximately 44 percent of the gross charge-offs during the quarter. The loan loss reserve of $10,760,000 on March 31, 2006 was 1.21 percent of total loans, which provided coverage of 122.08 percent of non-performing loans and 98.31 percent of non-performing assets, compared to 107.20 percent and 92.62 percent on March 31, 2005, respectively.

During the quarter the board of directors increased the quarterly cash dividend to $0.0775 per share compared to $0.075 per share in the fourth quarter of 2005 and to the cash dividend of $0.068 split-adjusted per share in the first quarter of 2005. The first quarter dividend payment represents an increase of 13.97 percent over the dividend payment in 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-eight offices located in the middle 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
	03/31/06		03/31/05		03/31/06		03/31/05
EARNINGS SUMMARY
Net Interest Income	$	9,933	$	8,852	$	9,933	$	8,852
Provision for Loan Losses		922		808		922		808
Non-interest Income		1,608		1,602		1,608		1,602
Non-interest Expense		7,087		6,284		7,087		6,284
Income Taxes		1,223		1,188		1,223		1,188
Net Income		2,309		2,174		2,309		2,174
Operating Income		2,309		2,174		2,309		2,174

COLONY BANKCORP, INC.

FINANCIAL HIGHLIGHTS (UNAUDITED)

DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA

	QUARTER ENDED				YEAR-TO-DATE
	03/31/06		03/31/05		03/31/06		03/31/05
PER SHARE SUMMARY (2)
Common Shares Outstanding		7,190,735		7,185,085		7,190,735		7,185,085
Weighted Average Diluted Shares		7,172,669		7,165,276		7,172,669		7,165,276
Net Income Per Weighted Average Diluted Shares	$	0.32	$	0.30	$	0.32	$	0.30
Operating Income Per Weighted Average Diluted Shares	$	0.32	$	0.30	$	0.32	$	0.30
Dividends Declared Per Share	$	0.0775	$	0.068	$	0.0775	$	0.068

	QUARTER ENDED				YEAR-TO-DATE
	03/31/06		03/31/05		03/31/06		03/31/05
OPERATING RATIOS (1)
Net Interest Margin (a)	3.80	%	3.77	%	3.80	%	3.77	%
Return on Average Assets Based on Net Income	0.83	%	0.87	%	0.83	%	0.87	%
Return on Average Assets Based on Operating Income	0.83	%	0.87	%	0.83	%	0.87	%
Return on Average Equity Based on Net Income(b)	13.12	%	13.76	%	13.12	%	13.76	%
Return on Average Equity Based on Operating Income(b)	13.12	%	13.76	%	13.12	%	13.76	%
Efficiency (c)	61.11	%	59.81	%	61.11	%	59.81	%

	QUARTER ENDED
	03/31/06			03/31/05
ENDING BALANCES (2)
Total Assets	$	1,145,186		$	995,826
Loans, Net of Reserves		881,897			788,232
Allowance for Loan Losses		10,760			10,171
Goodwill		2,412			2,412
Intangible Assets		495			596
Deposits		974,672			845,753
Stockholders’ Equity		69,625			62,784
Book Value Per Share	$	9.68		$	8.74
Tangible Book Value Per Share	$	9.28		$	8.32
Shareholders’ Equity to Total Assets		6.08	%		6.30	%

(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
	03/31/06		03/31/05		03/31/06		03/31/05
AVERAGE BALANCES
Total Assets	$	1,111,827	$	997,324	$	1,111,827	$	997,324
Loans, Net of Reserves		862,415		773,920		862,415		773,920
Deposits		944,880		849,537		944,880		849,537
Stockholders’ Equity		68,960		62,462		68,960		62,462

	QUARTER ENDED						YEAR-TO-DATE
	03/31/06			03/31/05			03/31/06			03/31/05
ASSET QUALITY
Nonperforming Loans	$	8,814		$	9,488		$	8,814		$	9,488
Nonperforming Assets		10,945			10,981			10,945			10,981
Net Loan Chg-offs (Recoveries)		924			649			924			649
Reserve for Loan Loss to Gross Loans		1.21	%		1.27	%		1.21	%		1.27	%
Reserve for Loan Loss to Non-performing Loans		122.08	%		107.20	%		122.08	%		107.20	%
Reserve for Loan Loss to Non-performing Assets		98.31	%		92.62	%		98.31	%		92.62	%
Net Loan Chg-offs (Recoveries) to Avg. Gross Loans		0.11	%		0.08	%		0.11	%		0.08	%
Nonperforming Loans to Gross Loans		0.99	%		1.19	%		0.99	%		1.19	%
Nonperforming Assets to Total Assets		0.96	%		1.10	%		0.96	%		1.10	%
Nonperforming Assets to Loans and Other Real Estate		1.22	%		1.37	%		1.22	%		1.37	%

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

	1Q2006			4Q2005			3Q2005			2Q2005			1Q2005
Assets	$	1,145,186		$	1,108,338		$	1,063,211		$	1,018,095		$	995,826
Loans		881,897			848,053			831,493			817,687			788,232
Deposits		974,672			944,365			900,731			859,390			845,753
Equity		69,625			68,128			66,893			65,257			62,784
Net Income		2,309			2,305			2,251			2,247			2,174
Net Income Per Share (2)		0.32			0.32			0.31			0.31			0.30
Dividends Declared Per Share (2)		0.0775			0.075			0.072			0.07			0.068
Key Performance Ratios		1Q2006			4Q2005			3Q2005			2Q2005			1Q2005
Return on Assets		0.83	%		0.84	%		0.87	%		0.89	%		0.87	%
Return on Equity*		13.12	%		13.40	%		13.43	%		13.77	%		13.76	%
Equity/Assets		6.08	%		6.15	%		6.29	%		6.41	%		6.30	%
Net Interest Margin		3.80	%		3.79	%		3.82	%		3.88	%		3.77	%

* 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)

	Mar 31, 2006			Mar 31, 2005
	(unaudited)			(unaudited)
ASSETS
Cash and Cash Equivalents
Cash and Due from Banks	$	24,785		$	18,280
Federal Funds Sold		54,104			24,547
		78,889			42,827
Interest-Bearing Deposits		3,631			2,451
Investment Securities
Available for Sale, at Fair Value		124,221			113,808
Held for Maturity, at Cost (Fair Value of $81 and $83 as of March 31, 2006 and March 31, 2005, Respectively)		81			83
		124,302			113,891
Federal Home Loan Bank Stock, at Cost		5,469			4,742
Loans		893,100			798,437
Allowance for Loan Losses		(10,760	)		(10,171	)
Unearned Interest and Fees		(443	)		(34	)
		881,897			788,232
Premises and Equipment		26,280			22,143
Other Real Estate		2,131			1,493
Goodwill		2,412			2,412
Other Intangible Assets		495			596
Other Assets		19,680			17,039
Total Assets	$	1,145,186		$	995,826
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Noninterest-Bearing	$	73,545		$	64,310
Interest-Bearing		901,127			781,443
		974,672			845,753
Borrowed Money
Subordinated Debentures		19,074			19,074
Federal Funds Purchased		0			1,000
Other Borrowed Money		74,672			61,393
		93,746			81,467
Other Liabilities		7,143			5,822
Stockholders’ Equity
Common Stock, Par Value $1, Authorized 20,000,000 Shares, Issued 7,190,735 and 5,748,068 Shares as of March 31, 2006 and March 31, 2005, Respectively		7,191			5,748
Paid in Capital		24,215			24,054
Retained Earnings		40,353			34,805
Restricted Stock- Unearned Compensation		(488	)		(509	)
Accumulated Other Comprehensive Loss, Net of Tax		(1,646	)		(1,314	)
		69,625			62,784
Total Liabilities and Stockholders’ Equity	$	1,145,186		$	995,826

Consolidated Statements of Income Colony Bankcorp, Inc.

(in thousands except per share data)

	Quarter Three Months Ended				Year-to-Date Three Months Ended
	03/31/06		03/31/05		03/31/06		03/31/05
	(unaudited)		(unaudited)		(unaudited)		(audited)
Interest Income
Loans, Including Fees	$	16,753	$	12,974	$	16,753	$	12,974
Federal Funds Sold		479		235		479		235
Deposits with Other Banks		18		17		18		17
Investment Securities
U. S. Government Agencies		1,164		868		1,164		868
State, County and Municipal		91		54		91		54
Corporate Obligations		36		30		36		30
Dividends on Other Investments		59		34		59		34
		18,600		14,212		18,600		14,212
Interest Expense
Deposits		7,514		4,484		7,514		4,484
Federal Funds Purchased		9		0		9		0
Borrowed Money		1,144		876		1,144		876
		8,667		5,360		8,667		5,360
Net Interest Income		9,933		8,852		9,933		8,852
Provision for Loan Losses		922		808		922		808
Net Interest Income After Provision for Loan Losses		9,011		8,044		9,011		8,044
Noninterest Income
Service Charges on Deposits		1,032		930		1,032		930
Other Service Charges, Commissions and Fees		215		184		215		184
Mortgage Fee Income		123		107		123		107
Other		238		381		238		381
		1,608		1,602		1,608		1,602
Noninterest Expense
Salaries and Employee Benefits		4,079		3,322		4,079		3,322
Occupancy and Equipment		985		900		985		900
Other		2,023		2,062		2,023		2,062
		7,087		6,284		7,087		6,284
Income Before Income Taxes		3,532		3,362		3,532		3,362
Income Taxes		1,223		1,188		1,223		1,188
Net Income	$	2,309	$	2,174	$	2,309	$	2,174
Net Income Per Share of Common Stock
Basic	$	0.32	$	0.30	$	0.32	$	0.30
Diluted	$	0.32	$	0.30	$	0.32	$	0.30
Weighted Average Basic Shares Outstanding		7,170,406		7,144,178		7,170,406		7,144,178
Weighted Average Diluted Shares Outstanding		7,172,669		7,165,276		7,172,669		7,165,276

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