S-8

As filed with the Securities and Exchange Commission on May 22, 2006

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

COLONY BANKCORP, INC.

(Exact name of registrant as specified in its charter)

Georgia	58-1492391
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

115 S. Grant Street

Fitzgerald, Georgia 31750

(Address and Zip Code of Principal Executive Offices)

Colony Bankcorp, Inc. 2004 Restricted Stock Grant Plan

(Full title of the Plan)

Al D. Ross

Colony Bankcorp, Inc.

115 S. Grant Street

Fitzgerald, Georgia 31750

(229) 426-6000

(Name, address, and telephone number, including area code, of agent for service)

WITH COPIES TO:

Edward J. Harrell

Martin Snow, LLP

240 Third Street

P. O. Box 1606

Macon, Georgia 31202-1606

(478) 749-1727

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed Maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, $1.00 Par Value	114,800 Shares	$	18.50	$	2,123,800	$	227.00

(1) This Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the plan described herein by reason of any stock dividend, stock split, recapitalization, or any other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for its fiscal year ended December 31, 2005;

(b) The Registrant’s Quarterly Report for the quarter ended March 31, 2006.

(c) Description of the Registrant’s $1.00 par value Common Stock is contained on page 52 of the Prospectus of Colony Bankcorp, Inc. (the “Registrant”) relating to 4,245,188 shares of its common stock issued in connection with the merger of Quitman Bancorp, Inc. and the Registrant which is part of the Registration Statement under the Securities Act of 1933 on Form S-4 filed with the Securities and Exchange Commission on December 28, 2001 (File Number 333-76104).

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part hereof, except as modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code (the “Code”) provides that a corporation may indemnify an individual made a party to a proceeding

because he is or was a director against liability incurred in the proceeding if such individual conducted himself in good faith and such individual reasonably believed, in the case of conduct in an official capacity, that such conduct was in the best interests of the corporation and, in all other cases, that such conduct was at least not opposed to the best interests of the corporation and, in the case of any criminal proceeding, such individual had no reasonable cause to believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the Code provides that a corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under Section 14-2-851 of the Code or in connection with any proceeding with respect to conduct for which he was adjudged liable on the basis that personal benefit was improperly received by him.

Notwithstanding the foregoing, pursuant to Section 14-2-854 of the Code a court may order a corporation to indemnify a director or advance expenses if such court determines that the director is entitled to indemnification under the Code or that it is fair and reasonable to indemnify such director in view of all the relevant circumstances, even if such director has not met the standard of conduct set forth in Section 14-2-851 of the Code, failed to comply with Section 14-2-853 of the Code or was adjudged liable according to Section 14-2-851 of the Code. However, if such director was adjudged liable, the indemnification shall be limited to reasonable expenses incurred in connection with the proceeding. If the court orders indemnification and/or advance of expenses pursuant to Section 14-2-854 of the Code, the court may also order the corporation to pay the director’s reasonable expenses in obtaining the court-ordered indemnification or advance of expenses.

Section 14-2-852 of the Code provides that if a director has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party, because he or she is or was a director of the corporation, the corporation shall indemnify the director against reasonable expenses incurred by the director in connection therewith.

Section 14-2-857 of the Code provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as a director and if he or she is not a director to such further extent as may be provided in its articles of incorporation, bylaws, a resolution of its board of directors or a contract except for liability arising out of conduct that constitutes: (i) appropriation of any business opportunity of the corporation in violation of his duties; (ii) acts or omissions which involve intentional misconduct or a knowing violation of law; (iii) receipt of an improper personal benefit; or (iv) making distributions in violation of Section 14-2-640 of the Code. Section 14-2-857 of the Code also provides that an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 14-2-852 and is entitled to apply for court-ordered indemnification or advances for expenses under Section 14-2-854, in each case to the same extent as a director. In addition, Section 14-2-857 provides that a corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, action of its board of directors or by contract.

Section 14-2-858 of the Code provides that a corporation may purchase and maintain on behalf of a director, officer, employee or agent of a corporation insurance against liability asserted against or incurred by that person serving in such capacity for the corporation or arising from his status.

Section 9.1 of the Registrant’s Bylaws (the “Bylaws”) provides that any person, his heirs, executors, or administrators, may be indemnified or reimbursed by the corporation for reasonable expense actually incurred in connection with any action, suit or proceeding, civil or criminal, to which he shall be made a party by reason of the fact that he is or was a director, trustee, officer, employee, or agent of the corporation, or that he is or was serving, at the request of the corporation, trust or other organization or enterprise; provided; however, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit or proceeding as to which he shall finally be adjudged to have been guilty of or liable for gross negligence, willful misconduct or criminal acts in the performance of his duties to the corporation, or to such other firm, corporation, trust, organization, or enterprise; and provided further, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit, or proceeding which has been in the subject of a compromise settlement, except with the approval of (i) a court of competent jurisdiction, (ii) the holders of record of a majority of the outstanding shares of capital stock of the corporation, or (iii) a majority of the members of the Board of Directors then holding office, excluding the votes of any directors who are parties to the same or substantially the same action, suit or proceeding.

Section 9.2 of the Bylaws provides that expenses incurred in defending any action, suit or proceeding referred to above may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as provided above.

Section 9.3 of the Bylaws provides that the corporation may purchase and maintain on behalf of a director, officer, employee or agent of the corporation insurance against liability asserted against or incurred by that person serving in such capacity for the corporation or arising from his status with the corporation whether or not the corporation would have the power to indemnify that person under the Bylaws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

The following exhibits are filed as part of the Registration Statement:

Exhibit	Description
4.1	Colony Bankcorp, Inc. 2004 Restricted Stock Grant Plan
4.2	Form of Colony Bankcorp, Inc. 2004 Restricted Stock Grant Plan Agreement.
5	Opinion and consent by Martin Snow, LLP
23.1	Consent of Martin Snow, LLP (contained in Exhibit 5)
23.2	Letter of Consent of McNair, McLemore, Middlebrooks & Co., LLP
24	Powers of Attorney (contained on page 8)

ITEM 9. UNDERTAKINGS

(a) The undersigned Registrant undertakes:

1. To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a twenty percent (20%) change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) Include any additional or changed material information on the plan of distribution;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof.

(c) The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy Page 6 of 25 as expressed in the Securities Act of 1933 Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fitzgerald, State of Georgia, on the 16th day of May, 2006.

COLONY BANKCORP, INC.
BY:	/s/ Al D. Ross
	Al D. Ross
	President, Director and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints AL D. ROSS as his true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, with either having full authority to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done regarding the aforesaid, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that either of said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement, has been signed below by the following persons in the capacities on May 16, 2006.

SIGNATURE	TITLE
/s/ Al D. Ross	President, Chief Executive Officer and Director
Al D. Ross
/s/ Terry L. Hester	Executive Vice-President, Chief Financial Officer, Director
Terry L. Hester
/s/ Terry Coleman	Director
Terry Coleman
/s/ Morris Downing	Director
Morris Downing
/s/ Edward J. Harrell	Director
Edward J. Harrell
/s/ James D. Minix	Director
James D. Minix
/s/ Charles E. Myler	Director
Charles E. Myler
/s/ W. B. Roberts, Jr.	Director
W. B. Roberts, Jr.
/s/ R. Sidney Ross	Director
R. Sidney Ross
/s/ B. Gene Waldron	Director
B. Gene Waldron

INDEX TO EXHIBITS

Exhibit	Description
4.1	Colony Bankcorp, Inc. 2004 Restricted Stock Grant Plan
4.2	Form of Colony Bankcorp, Inc. 2004 Restricted Stock Grant Plan Agreement.
5	Opinion and consent of Martin Snow, LLP
23.1	Consent of Martin Snow, LLP (contained in Exhibit 5)
23.2	Letter of Consent of McNair, McLemore, Middlebrooks & Co., LLP
24	Powers of Attorney (contained on page 8)

EX-4.1

EXHIBIT 4.1

COLONY BANKCORP, INC.

2004 RESTRICTED STOCK GRANT PLAN

ARTICLE I

DEFINITIONS

The terms used in this 2004 Restricted Stock Grant Plan (the “Plan”) shall, unless otherwise indicated or required by the particular context, have the following meaning:

1.1 Board. The “Board” is the Board of Directors of the Company.

1.2 Common Stock. “Common Stock” is the Company’s $1.00 par value of common stock.

1.3 Company. The “Company” is Colony Bankcorp, Inc., a Georgia corporation, and, except as otherwise provided in Paragraphs 1.09 and 6.6 with respect to a Subsidiary that ceases to be such under the circumstances therein described, any successor in interest by way of consolidation, operation of law, merger or otherwise.

1.4 Executive Employee. An “Executive Employee” is a full-time permanent employee of the Company or one of its Subsidiaries, who is employed in an executive capacity.

1.5 Fair Market Value. “Fair Market Value” is the closing market price of the Common stock on the NASDAQ national market for the trading day immediately preceding the date Board awards a Restricted Stock Award to a particular Recipient.

1.6 Plan Period. The “Plan Period” is the period commencing February 17, 2004, and ending February 16, 2014.

1.7 Recipient. A “Recipient” is an Executive Employee designated by the Board to receive a Restricted Stock Award under and pursuant to the terms of this Plan.

1.8 Restricted Stock Award. A “Restricted Stock Award” is an award of shares of Common Stock upon and subject to the terms, restrictions, and conditions of this Plan.

1.9 Subsidiary. A “Subsidiary” is any corporation at least a majority of whose securities having ordinary voting power for the election of directors, is at the time owned by the Company and/or one or more Subsidiaries.

1.10 Termination. “Termination” is the ceasing to be an employee of the Company or one of its Subsidiaries, irrespective of cause or reason, including death, permanent total disability, or retirement.

ARTICLE II

PURPOSE AND POWER

2.1 Purposes. This Plan is being adopted for the purpose of establishing incentives designed to recognize, reward and retain Executive Employees whose performance, contribution and skills are critical to the Company; and to promote the increased ownership of Common Stock among Executive Employees of the Company and its Subsidiaries in order to increase their proprietary interest in the Company’s business.

2.2 Eligibility. Only Executive Employees shall be eligible to receive Restricted Stock Awards under this Plan. Determinations as to which Executive Employees may become Recipients as well as the amount and time of Restricted Awards shall be made by the Board.

ARTICLE III

ADMINISTRATION OF PLAN

3.1 General authority. The Plan shall be administered by the Board. Without limiting the generality of the foregoing, but subject to the provisions of Paragraph 6.6, the Board shall have full and final authority in its discretion to:

(a) interpret conclusively the provisions of this Plan and decide all questions of fact arising in its applications;

(b) adopt, amend and rescind rules and regulations relating to this Plan;

(c) determine the Executive Employees to whom Restricted Stock Awards shall be made and the amount of each such Restricted Stock Award; and

(d) make any other determinations it deems necessary or advisable, subject only to those determinations which may be reserved to the Board.

ARTICLE IV

SHARES SUBJECT TO PLAN

4.1 Maximum amount available. The maximum number of shares of Common Stock which may be subject to Restricted Stock Awards hereunder is 114,800 shares of the $1.00 par value common stock of the Company.

4.2 Adjustments. The Restricted Stock Awards (and the shares of Common Stock represented thereby) shall be adjusted by the Board, but only in order to prevent dilution or

enlargement of such awards in the event of a stock dividend, stock split-up or share combination, exchange of shares, recapitalization, merger, consolidation, acquisition of property or shares, separation, reorganization, liquidation, or the like of or by the Company.

ARTICLE V

TERMS OF PARTICIPATION

5.1 Restricted stock awards. Restricted Stock Awards may be made prior to February 16, 2014. Such awards may be made to any Executive Employee, regardless of whether prior Restricted Stock Awards have been made to such person.

5.2 Notice. The Board shall promptly provide each Recipient with written notice setting forth:

(a) the amount of the Restricted Stock Award;

(b) the Fair Market Value of the shares of Common Stock awarded; and

(c) such other terms and conditions relevant thereto as may be considered appropriate by the Board.

5.3 Government and other regulations. The obligations of the Company to issue or transfer Common Stock awarded pursuant hereto are subject to:

(a) compliance with all applicable governmental rules and regulations, and administrative action;

(b) the effectiveness of a registration statement under the Securities Act of 1933, as amended, if deemed necessary or appropriate by the Company; and

(c) the satisfaction of any listing requirements (or authority for listing upon official notice of issuance) for each stock exchange on which outstanding shares of the same class may then be listed.

5.4 Restrictions on transfer. The shares of common Stock awarded pursuant to this Plan are subject to the following restrictions:

(a) Stock certificates evidencing such shares shall be issued in the sole name of the Recipient (but shall be held by the Company until the restrictions shall have lapsed in accordance herewith) and shall bear a legend which, in part, shall provide that:

“The shares of Colony Bankcorp, Inc. Common Stock evidenced by this certificate are subject to the terms and restrictions of the Colony Bankcorp, Inc. 2004 Restricted Stock Grant Plan; such shares are subject to forfeiture or

cancellation under the terms of said Plan; and such shares shall not be sold, transferred, assigned, pledged, encumbered or otherwise alienated or hypothecated except pursuant to the provisions of said Plan, a copy of which is available from Colony Bankcorp, Inc. upon request.”

(b) No such shares may be sold, transferred, assigned, pledged, encumbered or otherwise alienated or hypothecated, unless, until and then only to the extent that said restriction shall have lapsed in accordance with Paragraph 5.5 hereof.

5.5 Lapse of restriction. The restrictions in Paragraph 5.4(b) hereof shall lapse upon the date of approval of the Plan by the Company’s stockholders. Subject to the provisions of Article VI, the restrictions contained in Paragraph 5.4(a) and (b) hereof shall lapse as follows:

(a) Said restrictions shall lapse with respect to the shares awarded pursuant to a Restricted Stock Award, on the date three years after the Restricted Stock Award is made, but only if on the date the restrictions are to lapse the Recipient has been an employee of the Company continuously from the time of the Restricted Stock Award to such date of lapse. Temporary leaves of absence which are approved by the Company shall not be considered a break in that employee’s continuous employment with the Company. The purpose of the restrictions is to provide an incentive to each Recipient to remain with the Company or one of its Subsidiaries and to perform assigned tasks and responsibilities in a manner consistent with the best interests of the Company and its stockholders.

(b) The Board may at any time in its sole discretion accelerate or waive all or any portion of restrictions remaining in respect of the Restricted Stock Award. This right may be exercised for any or all Recipients.

(c) In the event of the Recipient’s death, permanent total disability, or retirement, the Board may, in its discretion, elect to waive all or any portion of the restrictions remaining in respect of the Restricted Stock Award.

(d) Risk of forfeiture under Section 5.6 shall terminate with respect to all Shares upon the occurrence of any of the following: (1) any merger, consolidations, reorganization, division or other corporate transaction in which the Common Stock is converted into another security or into the right to receive securities or property of the Company or of any other entity, other than a transaction where the holders of all of the Company’s securities before the transaction own substantially all of the securities of the surviving entity in the transaction (e.g., a merger to change domicile would not trigger termination of rights); (2) the Company’s sale of all or substantially all of its assets, or liquidation of all or substantially all of its assets, or (3) a change of control of the Company, which for example, but not by way of limitation, shall be deemed to have occurred (i) upon the accumulation by any person of beneficial ownership of voting securities of the Company in excess of ten percent (10%) of the then-outstanding voting securities other than shareholders with more than ten percent (10%) of the Company Stock on February 17, 2004, or (ii) by the removal at one time by the vote of shareholders of one half or more of the members of the Company’s Board of Directors.

5.6 Effect of termination. Except as otherwise provided in Article VI, in the event of Termination, all shares still subject to the restrictions hereof shall be returned to or canceled by the Company and shall be deemed to have been forfeited by the Recipient, unless and then only to the extent the Compensation Committee shall, in its sole discretion, elect in writing to waive said return and forfeiture in accordance with Paragraph 5.5(b) or (c) hereof.

5.7 Rights as stockholder. Upon issuance of the stock certificates evidencing the Restricted Stock Award and subject to the restrictions contained in Paragraph 5.4 hereof, the Recipient shall have all the rights of a stockholder of the Company with respect to the shares of Common Stock represented by said Restricted Stock Award, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto, except the Company at its discretion may hold possession of the share certificates with a blank stock power signed by Recipient to enforce the restriction in the shares.

ARTICLE VI

MISCELLANEOUS TERMS

6.1 Termination and amendment. The Board may terminate or amend the Plan at any time, except that Restricted Stock Awards then outstanding shall not be adversely affected thereby without the written consent of the respective Recipients holding such Awards.

The Plan shall not be effective unless approved by the shareholders of the Company at the annual shareholders meeting in 2004.

6.2 Limitation of liability of the company. As illustrative of the limitations of liability of the Company, but not intended to be exhaustive thereof, nothing in the Plan shall be construed to:

(a) give any employee of the Company or any of its Subsidiaries any right to be granted any awards other than at the sole discretion of the Board;

(b) give any Recipient any rights whatsoever with respect to shares of Common Stock except as specifically provided in the Plan;

(c) limit in any way the right of the Company or its Subsidiaries to terminate the employment of any Recipient at any time; or

(d) be evidence of any agreement or understanding, express or implied, that the Company or any of its Subsidiaries will employ any Recipient in any particular position, at any particular rate of compensation, or for any particular period of time.

6.3 Non-exclusivity of the plan. Nothing contained herein is intended to amend, modify or rescind any previously approved compensation plans or programs entered into by the Company or any of its Subsidiaries. This Plan shall be in addition to any and all such plans or programs. The adoption of this Plan by the Board shall not be construed as creating any limitations on the power or authority of the Board to adopt such other additional incentive or other compensation arrangements as the Board may deem necessary or desirable.

6.4 Effective date of the plan. The Plan shall be deemed effective as of February 17, 2004.

6.5 Headings. The headings of the Articles and their subparts in this Plan are for convenience of reading only and are not meant to be of substantive significance and shall not add or detract from the meaning of such Article or subpart.

6.6 Other provisions. The following provisions are also in effect hereunder.

(a) All expenses of administering the Plan shall be borne by the Company.

(b) No person shall have any claim or right to receive an award if, in the opinion of counsel, such receipt conflicts with law or is opposed to public policy.

(c) The place of administration of the Plan shall be conclusively deemed to be within the State of Georgia, and the validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations and the rights of any and all personnel having or claiming to have an interest herein or hereunder shall be governed by and determined exclusively and solely in accordance with the laws of the State of Georgia.

(d) This Plan shall be binding upon and inure to the benefit of the successors and assigns of the Company and each Subsidiary, whether by way of merger, consolidation, operation of law, assignment, purchase or other acquisition of substantially all of the assets or business of the Company or any Subsidiary and any such successor or assign shall absolutely and unconditionally assume all of the Company’s and each Subsidiary’s obligations hereunder.

(e) Restricted Stock Grant Awards shall be made pursuant to the form of Restricted Stock Grant Agreement attached hereto as Exhibit “A.”

IN WITNESS WHEREOF, the Company has executed the foregoing Plan by and through its duly authorized offices this 17th day of February, 2004.

COLONY BANKCORP, INC.
By:	/s/ James D. Minix
	James D. Minix, President

EX-4.2

EXHIBIT 4.2

RESTRICTED STOCK GRANT AGREEMENT

THIS RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”), dated as of                     ,             , is by and between COLONY BANKCORP, INC., a Georgia Corporation (the “Company”), and                                  (“Grantee”).

WHEREAS, the Board of Directors of the Company has determined that Grantee is to be granted as compensation for his duties as an Executive Employee of the Company, shares of the common stock, $1.00 par value, of the Company (the “Common Stock”) subject to the restrictions set forth in this Agreement.

NOW, THEREFORE, the Company and Grantee hereby agree as follows:

1. Grant of Shares. Grantee is granted                                          (            ) shares of Common Stock (the “Shares”) subject to his or her agreement to the terms herein and the Colony Bankcorp, Inc. 2004 Restricted Stock Grant Plan dated February 17, 2004 (the “Plan”). Grantee, or his or her nominee, shall be the record holder of the Shares and shall have all incidents of ownership therein except as provided otherwise in this Agreement.

2. Restrictions on Shares.

(a) During the period and under the conditions set forth in Section 3 below, the Shares are subject to forfeiture. If an Event of Forfeiture (as defined below) occurs, then the certificate representing the Shares subject to such forfeiture shall be delivered to the Company, it shall be canceled, and the Shares represented thereby shall no longer be recorded as outstanding shares in the Company’s stock records, but rather shall become authorized but unissued shares of the Company. Grantee shall receive no consideration or compensation in connection with forfeiture of any Shares. If any certificate representing Shares canceled by the Company represents as well Shares not subject to forfeiture hereunder, then the Company shall issue a replacement certificate to the record holder of such Shares representing that number of shares not forfeited and canceled.

(b) Each certificate representing Shares which are subject to restriction under this Agreement shall carry the following legend:

“The shares of Colony Bankcorp, Inc. Common Stock evidenced by this certificate are subject to the terms and restrictions of the Colony Bankcorp, Inc. 2004 Restricted Stock Grant Plan; such shares are subject to forfeiture or cancellation under the terms of said Plan; and such shares shall not be sold, transferred, assigned, pledged, encumbered or otherwise alienated or hypothecated except pursuant to the provisions of said Plan, a copy of which is available from Colony Bankcorp, Inc. upon request.”

At any time and from time to time when the restrictions hereunder lapse with respect to a number of Shares, Grantee may submit the certificate representing such Shares to the Company requesting the reissuance of one or more certificates representing restricted Shares and Shares no longer subject to such restrictions. Such replacement certificate for Shares no longer subject to restrictions under this Agreement shall contain no legend regarding such restrictions may contain such other legends required under federal or state securities laws or otherwise deemed prudent by the Company.

(c) For so long as Shares are subject to restriction under this Agreement, such Shares are not transferable by Grantee, and accordingly they may not be sold, transferred by gift or otherwise, pledged, or hypothecated, nor shall Grantee permit any lien or encumbrance be placed on such Shares.

3. Period of Restrictions and Triggering of Forfeiture.

(a) All Shares shall be subject to the restrictions in this Agreement for three years from the Effective Date (defined below). After three years measured from the Effective Date, the Shares shall no longer be subject to this Agreement, so that after three years there will remain no Shares subject to the restrictions. At such time as there are no Shares subject to this Agreement, then this Agreement will terminate, provided, however, that all Shares subject to this Agreement at the time of occurrence of an Event of Forfeiture shall remain subject to this Agreement, and this Agreement shall remain in effect until forfeiture of the Shares has been properly documented and such Shares have been canceled in the stock records of the Company.

(b) The effective date for the measurement of the period of restriction with respect to the Shares shall be                     ,              (the “Effective Date”).

(c) Forfeiture of Shares subject to this Agreement shall occur (“Event of Forfeiture”), except as provided in paragraph (d) or (e) below, at any time Grantee shall have a Termination as defined in the Plan. For purposes of this Agreement “Executive Employee” shall have the same meaning as in the Plan.

(d) If an Event of Forfeiture would otherwise have occurred under paragraph (c) as a result of Grantee’s death, disability or retirement, then the Company may, at its discretion, waive the restrictions with respect to any or all of the Shares subject to this Agreement under any conditions it deems appropriate, or permit full ownership rights to vest as scheduled over the three year period notwithstanding Grantee’s failure because of death, disability or retirement to meet the requirements of paragraph (c) above over that period.

(e) Risk of forfeiture under Section 2 above shall terminate with respect to all Shares upon the occurrence of any of the following: (1) any merger, consolidation, reorganization, division or other corporate transaction in which the Common Stock is converted into another security or into the right to receive securities or property of the Company or of any other entity, other than a transaction where the holders of all of the Company’s securities before the transaction own

substantially all of the securities of the surviving entity in the transaction (e.g., a merger to change domicile would not trigger termination of rights); (2) the Company’s sale of all or substantially all of its assets, or liquidation of all or substantially all of its assets; or (3) a change of control of the Company, which, for example, but not by way of limitation, shall be deemed to have occurred (i) upon the accumulation by any person of beneficial ownership of voting securities of the Company in excess of ten percent (10%) of the then-outstanding voting securities other than a shareholder with more than ten percent (10%) of the outstanding Company Stock on February 17, 2004, or (ii) by the removal at one time by the vote of shareholders of one-half or more of the members of the Company’s Board of Directors.

4. Grantee Acknowledgments.

(a) Grantee acknowledges that the Shares are being granted as compensation and as an incentive, and Grantee is not giving anything of value in consideration of the grant. Grantee understands that he or she may be subject to federal and state income tax as a result of the grant of the Shares. He or she has or will seek advice from his or her own tax advisor with respect to the tax effect of the grant; including the effect of and decision whether or not to elect to be taxed currently under Section 83(b) of the Internal Revenue Code of 1986, as amended, in connection with the transferred property.

(b) Grantee further acknowledges that the Shares have not been sold to Grantee pursuant to registration under the Securities Act of 1933, as amended (the “Securities Act”), or under any applicable state securities laws, and that the further sale, transfer, pledge or other disposition of the Shares by Grantee must comply with the Securities Act and applicable state securities laws.

5. Certificates to be Held in Trust; Voting Dividends.

(a) At the option of the Company to facilitate effecting the forfeiture of Shares Grantee shall deliver to and deposit with the Company the share certificate or certificates representing the Shares, together with stock transfer powers duly endorsed in blank.

(b) Except as otherwise expressly provided in this Agreement, Grantee shall have all the rights of a shareholder with respect to the Shares while they are held in trust under this Agreement, including the right to vote the Shares and to receive any cash dividends declared thereon. If there occurs any stock dividend, stock split or similar distribution or exchange with respect to the Shares, any new, substituted or additional securities to which Grantee thereby becomes entitled by reason of his or her ownership of the Shares shall be deposited with the Agent and treated thereafter as part of the “Shares” for purposes of this Agreement.

6. Not an Agreement of Employment. Grantee is not hereby offered employment by the Company or with any subsidiary of the Company as an officer or otherwise, nor promised continued employment under any terms and for any period, and nothing in this Agreement may be construed to the contrary. Likewise, Grantee is not hereby offered a nomination or appointment as a director of the Company or of any subsidiary of the Company or any right thereto for any period.

7. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been given when delivered by personal delivery, by facsimile transmission or by mail, to the following address:

To Grantee:
To the Company:	Colony Bankcorp, Inc.
	P. O. Box 989
	115 South Grant Street
	Fitzgerald, GA 31750

or to such other address or facsimile number as the parties hereto shall have last designated by notice to the other party. Any notice given by personal delivery or mail shall be deemed to have been delivered on the date of receipt of such delivery at such address; and any notice given by facsimile transmission shall be deemed to have been delivered on the date of transmission if received during business hours on a business day, or the next business day after transmission if received after business hours on a business day or at any time on a non-business day.

8. Failure to Enforce Not a Waiver. The failure of the Company or Grantee to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provisions or of any other provision hereof.

9. Entire Agreement; Amendments. This document sets forth the entire agreement between the parties with respect to the subject matter hereof, and it supersedes any prior discussions or written documents addressing such subject matter. This Agreement may be amended or modified only by an instrument in writing signed by Grantee and an authorized representative of the Company.

10. Governing Law. This Agreement has been entered into, and shall be governed by and construed according to the laws of, the State of Georgia, without regard to the conflicts of law rules thereof.

11. Successors and Assigns. This Agreement shall inure to the benefit of, and be binding on, the successors and assigns of the Company, and such persons as may be permitted to succeed to the rights of Grantee hereunder with respect to the Shares.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COLONY BANKCORP, INC.
BY:
	President
Grantee

EX-5

EXHIBIT 5

Opinion and Consent of Martin Snow, LLP

May 18, 2006

Colony Bankcorp, Inc.

115 S. Grant Street

Fitzgerald, Georgia 31750

RE: COLONY BANKCORP, INC. 2004 RESTRICTED STOCK GRANT PLAN

Ladies and Gentlemen:

This opinion is given in connection with the filing by Colony Bankcorp, Inc., a corporation organized under the laws of the State of Georgia (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the “Registration Statement”) with respect to the registration of 114,800 shares of the $1.00 par value Common Stock of the Company (“Company Common Stock”) which may be issued pursuant to the grant of stock (the “Grant”) under the Colony Bankcorp, Inc. 2004 Restricted Stock Grant Plan (the “Plan”).

In rendering this opinion, we have examined such corporate records and documents as we have deemed relevant and necessary as the basis for the opinion set forth herein, including the Articles of Incorporation and Bylaws of the Company and certain resolutions of the Board of Directors of the Company relating to the Plan.

For purposes of this opinion, we assume that all awards of Stock have been or will be granted in accordance with the Plan.

Based on the foregoing, it is our opinion that the shares of Company Common Stock to be issued upon the grant of stock under the Plan, in accordance with the terms of the Plan, upon receipt in full by the Company of the consideration prescribed for each share pursuant to the Options, will be duly authorized, validly issued, fully paid and nonassessable under the Georgia Business Corporation Code in effect on this date.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement.

Sincerely,

/s/ MARTIN SNOW, LLP

MARTIN SNOW, LLP

Macon, Georgia

EX-23.2

EXHIBIT 23.2

Letter of Consent of McNair, McLemore, Middlebrooks & Co., LLP

McNair, McLemore, Middlebrooks & Co., LLP

389 Mulberry Street

Macon, Georgia 31201

May 18, 2006

Colony Bankcorp, Inc.

115 S. Grant Street

Fitzgerald, Georgia 31750

RE: LETTER OF CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ladies and Gentlemen:

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 15, 2006, in the Annual Report to stockholders of Colony Bankcorp, Inc. appearing in the Annual Report on Form 10-K for the year ended December 31, 2005.

/s/ McNair, McLemore, Middlebrooks & Co., LLP

McNair, McLemore, Middlebrooks & Co., LLP

Macon, Georgia