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 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 July 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 July 21, 2006, Colony Bankcorp, Inc. issued a press release announcing its second quarter results of 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 July 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: July 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:	July 21, 2006 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 21, 2006 — Colony Bankcorp, Inc. (Nasdaq: CBAN), today reported record quarterly net income of $2,610,000 for the second quarter of 2006, up 16.15 percent from second quarter 2005 net income of $2,247,000. Diluted earnings per share for the second quarter of 2006 was $0.36 per share compared to $0.31 per share for the same year ago period or an increase of 16.13 percent. Annualized return on assets for the quarter was 0.90 percent and return on equity excluding FASB 115 accounting effect was 14.37 percent, compared to 0.89 percent and 13.77 percent for the same year ago period, respectively. Net interest margin increased to 3.95 percent for second quarter 2006 compared to 3.88 percent for the same year ago period and 3.80 percent for first quarter 2006. Recovery of non-accrual interest on one large agricultural credit positively impacted second quarter 2006 net interest margin by six basis points.

Net income for the six months ended June 30, 2006 was $4,919,000 or $0.69 per share as compared to $4,421,000, or $0.62 per share for the same year ago period. Earnings per share reflect an increase of 11.29 percent from a year ago. Annualized return on assets for the six months ended June 30, 2006 was 0.87 percent and return on equity excluding FASB 115 accounting effect was 13.76 percent, compared to 0.88 percent and 13.77 percent for the six months ended June 30, 2005, respectively.

Total assets increased 14.84 percent to $1,169,161,000 on June 30, 2006 from $1,018,095,000 a year ago. Net loans increased 10.16 percent to $900,781,000 on June 30, 2006 from $817,687,000 a year ago. Total deposits increased 16.95 percent to $1,005,086,000 on June 30, 2006 from $859,390,000 a year ago. Shareholders’ equity on June 30, 2006 was $71,051,000 and equaled 6.08 percent of total assets.

The company’s focus on credit quality resulted in an outstanding quarter as the ratio of non-performing assets to loans and other real estate on June 30, 2006 was 1.00 percent as compared to 1.48 percent on June 30, 2005 and 1.25 percent on December 31, 2005. The second quarter 2006 provision for loan losses were $1,047,000 compared to $1,025,000 for the same period in 2005, while year to date 2006 provision for loan losses were $1,969,000 compared to $1,833,000 for the same year ago period. Net charge-offs for the quarter were 0.02 percent of average loans, down from 0.13 percent for the second quarter of 2005, while net charge-offs for the six months ended June 30, 2006 were 0.12 percent, down from 0.22 percent for the same year ago period. The loan loss reserve of $11,658,000 on June 30, 2006 was 1.28 percent of total loans, which provided coverage of 187.43 percent of non-performing loans and 127.34 percent of non-performing assets, compared to 106.76 percent and 82.44 percent on June 30, 2005, 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 first quarter of 2006 and to the cash dividend of $0.07 per share in the second quarter of 2005. The second quarter dividend payment represents an increase of 14.29 percent over the dividend payment in second quarter 2005.

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 thirteenth annual list, based on 2005 data, ranked Colony Bankcorp, Inc. 79^th on the list and was the seventh 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-nine 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
EARNINGS SUMMARY	06/30/06		06/30/05		06/30/06		06/30/05
Net Interest Income	$	10,680	$	9,245	$	20,613	$	18,097
Provision for Loan Losses		1,047		1,025		1,969		1,833
Non-interest Income		2,018		1,499		3,626		3,101
Non-interest Expense		7,599		6,292		14,686		12,576
Income Taxes		1,442		1,180		2,665		2,368
Net Income		2,610		2,247		4,919		4,421
Operating Income		2,610		2,247		4,919		4,421

COLONY BANKCORP, INC.

FINANCIAL HIGHLIGHTS (UNAUDITED)

DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA

	QUARTER ENDED						YEAR-TO-DATE
PER SHARE SUMMARY (2)	06/30/06			06/30/05			06/30/06			06/30/05
Common Shares Outstanding		7,190,535			7,181,882			7,190,735			7,181,882
Weighted Average Diluted Shares		7,177,367			7,169,617			7,175,018			7,170,122
Net Income Per Weighted Average Diluted Shares	$	0.36		$	0.31		$	0.69		$	0.62
Operating Income Per Weighted Average Diluted Shares	$	0.36		$	0.31		$	0.69		$	0.62
Dividends Declared Per Share	$	0.08		$	0.07		$	0.1575		$	0.138
	QUARTER ENDED						YEAR-TO-DATE
OPERATING RATIOS (1)	06/30/06			06/30/05			06/30/06			06/30/05
Net Interest Margin (a)		3.95	%		3.88	%		3.87	%		3.83	%
Return on Average Assets Based on Net Income		0.90	%		0.89	%		0.87	%		0.88	%
Return on Average Assets Based on Operating Income		0.90	%		0.89	%		0.87	%		0.88	%
Return on Average Equity Based on Net Income(b)		14.37	%		13.77	%		13.76	%		13.77	%
Return on Average Equity Based on Operating Income(b)		14.37	%		13.77	%		13.76	%		13.77	%
Efficiency (c)		59.58	%		58.25	%		60.31	%		59.02	%

	QUARTER ENDED
ENDING BALANCES (2)	06/30/06			06/30/05
Total Assets	$	1,169,161		$	1,018,095
Loans, Net of Reserves		900,781			817,687
Allowance for Loan Losses		11,658			10,119
Goodwill		2,412			2,412
Intangible Assets		469			571
Deposits		1,005,086			859,390
Stockholders’ Equity		71,051			65,257
Book Value Per Share	$	9.88		$	9.09
Tangible Book Value Per Share	$	9.48		$	8.67
Shareholders’ Equity to Total Assets		6.08	%		6.41	%

(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	06/30/06			06/30/05			06/30/06			06/30/05
Total Assets	$	1,154,272		$	1,010,365		$	1,133,050		$	1,003,924
Loans, Net of Reserves		896,880			800,971			879,648			787,526
Deposits		981,730			854,676			963,305			852,366
Stockholders’ Equity		70,543			64,299			69,751			63,386
	QUARTER ENDED						YEAR-TO-DATE
ASSET QUALITY	06/30/06			06/30/05			06/30/06			06/30/05
Nonperforming Loans	$	6,220		$	9,478		$	6,220		$	9,478
Nonperforming Assets		9,155			12,275			9,155			12,275
Net Loan Chg-offs (Recoveries)		149			1,077			1,073			1,726
Reserve for Loan Loss to Gross Loans		1.28	%		1.22	%		1.28	%		1.22	%
Reserve for Loan Loss to Non-performing Loans		187.43	%		106.76	%		187.43	%		106.76	%
Reserve for Loan Loss to Non-performing Assets		127.34	%		82.44	%		127.34	%		82.44	%
Net Loan Chg-offs (Recoveries) to Avg. Gross Loans		0.02	%		0.13	%		0.12	%		0.22	%
Nonperforming Loans to Gross Loans		0.68	%		1.14	%		0.68	%		1.14	%
Nonperforming Assets to Total Assets		0.78	%		1.21	%		0.78	%		1.21	%
Nonperforming Assets to Loans and Other Real Estate		1.00	%		1.48	%		1.00	%		1.48	%

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

	2Q2006			1Q2006			4Q2005			3Q2005			2Q2005
Assets	$	1,169,161		$	1,145,186		$	1,108,338		$	1,063,211		$	1,018,095
Loans		900,781			881,897			848,053			831,493			817,687
Deposits		1,005,086			974,672			974,672			944,365			900,731
Equity		71,051			69,625			68,128			66,893			65,257
Net Income		2,610			2,309			2,305			2,251			2,247
Net Income Per Share (2)		0.36			0.32			0.32			0.31			0.31
Dividends Declared Per Share (2)		0.08			0.0775			0.075			0.072			0.07
Key Performance Ratios	2Q2006			1Q2006			4Q2005			3Q2005			2Q2005
Return on Assets		0.90	%		0.83	%		0.84	%		0.87	%		0.89	%
Return on Equity*		14.37	%		13.12	%		13.40	%		13.43	%		13.77	%
Equity/Assets		6.08	%		6.08	%		6.15	%		6.29	%		6.41	%
Net Interest Margin		3.95	%		3.80	%		3.79	%		3.82	%		3.88	%

* 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)

	Jun 30, 2006			Jun 30, 2005
	(unaudited)			(unaudited)
ASSETS
Cash and Cash Equivalents
Cash and Due from Banks	$	22,554		$	18,973
Federal Funds Sold		51,830			17,813
		74,384			36,786
Interest-Bearing Deposits		2,914			2,744
Investment Securities
Available for Sale, at Fair Value		130,155			109,111
Held for Maturity, at Cost (Fair Value of $75 and $86 as of June 30, 2006 and June 30, 2005, Respectively)		75			86
		130,230			109,197
Federal Home Loan Bank Stock, at Cost		5,109			5,012
Loans		912,913			827,839
Allowance for Loan Losses		(11,658	)		(10,119	)
Unearned Interest and Fees		(474	)		(33	)
		900,781			817,687
Premises and Equipment		27,651			23,718
Other Real Estate		2,935			2,797
Goodwill		2,412			2,412
Other Intangible Assets		469			571
Other Assets		22,276			16,260
Total Assets	$	1,169,161		$	1,018,095
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Noninterest-Bearing	$	73,624		$	65,856
Interest-Bearing		931,462			793,534
		1,005,086			859,390
Borrowed Money
Subordinated Debentures		24,229			19,074
Other Borrowed Money		62,117			69,337
		86,346			88,411
Other Liabilities		6,678			5,037
Stockholders’ Equity
Common Stock, Par Value $1, Authorized 20,000,000 Shares, Issued 7,190,535 and 7,181,882 Shares as of June 30, 2006 and June 30, 2005, Respectively		7,191			7,182
Paid in Capital		24,210			24,011
Retained Earnings		42,388			35,101
Restricted Stock- Unearned Compensation		(418	)		(423	)
Accumulated Other Comprehensive Loss, Net of Tax		(2,320	)		(614	)
		71,051			65,257
Total Liabilities and Stockholders’ Equity	$	1,169,161		$	1,018,095

Consolidated Statements of Income Colony Bankcorp, Inc.

(in thousands except per share data)

	Quarter Three Months Ended				Year-to-Date Three Months Ended
	06/30/06		06/30/05		06/30/06		06/30/05
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Interest Income
Loans, Including Fees	$	18,652	$	14,140	$	35,405	$	27,114
Federal Funds Sold		517		193		996		428
Deposits with Other Banks		36		17		54		34
Investment Securities
U. S. Government Agencies		1,182		770		2,346		1,638
State, County and Municipal		88		64		179		118
Corporate Obligations		37		36		73		66
Dividends on Other Investments		59		34		59		34
		20,581		15,267		39,181		29,479
Interest Expense
Deposits		8,662		5,063		16,176		9,547
Federal Funds Purchased		7		7		16		7
Borrowed Money		1,232		952		2,376		1,828
		9,901		6,022		18,568		11,382
Net Interest Income		10,680		9,245		20,613		18,097
Provision for Loan Losses		1,047		1,025		1,969		1,833
Net Interest Income After Provision for Loan Losses		9,633		8,220		18,644		16,264
Noninterest Income
Service Charges on Deposits		1,155		1,050		2,187		1,980
Other Service Charges, Commissions and Fees		203		169		418		353
Mortgage Fee Income		213		126		336		233
Other		447		154		685		535
		2,018		1,499		3,626		3,101
Noninterest Expense
Salaries and Employee Benefits		4,247		3,552		8,326		6,874
Occupancy and Equipment		1,003		925		1,988		1,825
Other		2,349		1,815		4,372		3,877
		7,599		6,292		14,686		12,576
Income Before Income Taxes		4,052		3,427		7,584		6,789
Income Taxes		1,442		1,180		2,665		2,368
Net Income	$	2,610	$	2,247	$	4,919	$	4,421
Net Income Per Share of Common Stock
Basic	$	0.36	$	0.31	$	0.69	$	0.62
Diluted	$	0.36	$	0.31	$	0.69	$	0.62
Weighted Average Basic Shares Outstanding		7,176,258		7,143,741		7,173,332		7,143,741
Weighted Average Diluted Shares Outstanding		7,177,367		7,169,617		7,175,018		7,170,122

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