8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 20, 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 October 20, 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 October 20, 2006, Colony Bankcorp, Inc. issued a press release announcing the results of its’ third quarter operations. The press release is attached as Exhibit 99.1 to this Form 8-K. This information is provided under Item 2.02 of Form 8-K. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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

(c) Exhibits.

99.1     Press Release dated October 20, 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: October 20, 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:	October 20, 2006 8:00 A.M. (ET)
Contact:	Terry L. Hester
	Chief Financial Officer
	(229) 426-6002

Colony Bankcorp, Inc. Announces Third Quarter Results

FITZGERALD, GA., October 20, 2006 — Colony Bankcorp, Inc. (Nasdaq: CBAN), today reported record quarterly net income of $2,622,000 for the third quarter of 2006, up 16.48 percent from third quarter 2005 net income of $2,251,000. Diluted earnings per share for the third quarter of 2006 were $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 was 14.45 percent, compared to 0.87 percent and 13.60 percent for the same year ago period, respectively. Net interest margin increased to 3.93 percent for third quarter 2006 compared to 3.82 percent for the same year ago period.

Net income for the nine months ended September 30, 2006 was $7,541,000 or $1.05 per share as compared to $6,672,000, or $0.93 per share for the same year ago period. Earnings per share reflect an increase of 12.90 percent from a year ago. Annualized return on assets for the nine months ended September 30, 2006 was 0.88 percent and return on equity was 14.22 percent, compared to 0.88 percent and 13.83 percent for the nine months ended September 30, 2005, respectively. Net interest margin increased to 3.89 percent for the nine months ended September 30, 2006 compared to 3.82 percent for the same year ago period.

Total assets increased 11.58 percent to $1,186,382,000 on September 30, 2006 from $1,063,211,000 a year ago. Net loans increased 11.41 percent to $926,332,000 on September 30, 2006 from $831,493,000 a year ago. Total deposits increased 12.83 percent to $1,016,327,000 on September 30, 2006 from $900,731,000 a year ago. Shareholders’ equity on September 30, 2006 was $74,352,000 and equaled 6.27 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 September 30, 2006 was 0.84 percent as compared to 1.40 percent on September 30, 2005 and 1.25 percent on December 31, 2005. The third quarter 2006 provision for loan losses were $1,021,000 compared to $869,000 for the same period in 2005, while year to date 2006 provision for loan losses were $2,990,000 compared to $2,702,000 for the same year ago period. Net charge-offs for third quarter 2006 and 2005 were 0.04 percent of average loans, while net charge-offs for the nine months ended September 30, 2006 were 0.14 percent, down from 0.25 percent for the same year ago period. The loan loss reserve of $12,308,000 on September 30, 2006 was 1.31 percent of total loans, which provided coverage of 167.11 percent of non-performing loans and 155.46 percent of non-performing assets, compared to 116.50 percent and 90.00 percent on September 30, 2005, respectively.

During the quarter the board of directors increased the quarterly cash dividend to $0.0825 per share compared to $0.08 per share in the second quarter of 2006 and to the cash dividend of $0.072 per share in the third quarter of 2005. The third quarter dividend payment represents an increase of 14.58 percent over the dividend payment in third 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-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
	09/30/06		09/30/05		09/30/06		09/30/05
EARNINGS SUMMARY
Net Interest Income	$	10,794	$	9,266	$	31,407	$	27,363
Provision for Loan Losses		1,021		869		2,990		2,702
Non-interest Income		1,898		1,533		5,524		4,634
Non-interest Expense		7,680		6,491		22,366		19,067
Income Taxes		1,369		1,188		4,034		3,556
Net Income		2,622		2,251		7,541		6,672
Operating Income		2,622		2,251		7,541		6,672

COLONY BANKCORP, INC.

FINANCIAL HIGHLIGHTS (UNAUDITED)

DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA

	QUARTER ENDED						YEAR-TO-DATE
	09/30/06			09/30/05			09/30/06			09/30/05
PER SHARE SUMMARY (2)
Common Shares Outstanding		7,190,187			7,181,320			7,190,187			7,181,320
Weighted Average Diluted Shares		7,181,894			7,171,622			7,177,042			7,173,602
Net Income Per Weighted Average Diluted Shares	$	0.36		$	0.31		$	1.05		$	0.93
Operating Income Per Weighted Average Diluted Shares	$	0.36		$	0.31		$	1.05		$	0.93
Dividends Declared Per Share	$	0.0825		$	0.072		$	0.24		$	0.21
	QUARTER ENDED						YEAR-TO-DATE
	09/30/06			09/30/05			09/30/06			09/30/05
OPERATING RATIOS (1)
Net Interest Margin (a)		3.93	%		3.82	%		3.89	%		3.82	%
Return on Average Assets Based on Net Income		0.90	%		0.87	%		0.88	%		0.88	%
Return on Average Assets Based on Operating Income		0.90	%		0.87	%		0.88	%		0.88	%
Return on Average Equity Based on Net Income		14.45	%		13.60	%		14.22	%		13.83	%
Return on Average Equity Based on Operating Income		14.45	%		13.60	%		14.22	%		13.83	%
Efficiency (b)		60.17	%		59.78	%		60.26	%		59.28	%
	QUARTER ENDED
	09/30/06			09/30/05
ENDING BALANCES (2)
Total Assets	$	1,186,382		$	1,063,211
Loans, Net of Reserves		926,332			831,493
Allowance for Loan Losses		12,308			10,663
Goodwill		2,412			2,412
Intangible Assets		448			545
Deposits		1,016,327			900,731
Stockholders’ Equity		74,352			66,893
Book Value Per Share	$	10.34		$	9.31
Tangible Book Value Per Share	$	9.94		$	8.90
Shareholders’ Equity to Total Assets		6.27	%		6.29	%

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

COLONY BANKCORP, INC

FINANCIAL HIGHLIGHTS (UNAUDITED)

DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA

	QUARTER ENDED						YEAR-TO-DATE
	09/30/06			09/30/05			09/30/06			09/30/05
AVERAGE BALANCES
Total Assets	$	1,164,579		$	1,033,371		$	1,145,853		$	1,013,793
Loans, Net of Reserves		912,300			819,698			890,616			798,335
Deposits		1,002,788			872,363			976,570			859,068
Stockholders’ Equity		72,592			66,219			70,705			64,323
	QUARTER ENDED						YEAR-TO-DATE
	09/30/06			09/30/05			09/30/06			09/30/05
ASSET QUALITY
Nonperforming Loans	$	7,365		$	9,153		$	7,365		$	9,153
Nonperforming Assets		7,917			11,848			7,917			11,848
Net Loan Chg-offs (Recoveries)		371			325			1,444			2,051
Reserve for Loan Loss to Gross Loans		1.31	%		1.27	%		1.31	%		1.27	%
Reserve for Loan Loss to Non- performing Loans		167.11	%		116.50	%		167.11	%		116.50	%
Reserve for Loan Loss to Non- performing Assets		155.46	%		90.00	%		155.46	%		90.00	%
Net Loan Chg-offs (Recoveries) to Avg. Gross Loans		0.04	%		0.04	%		0.14	%		0.25	%
Nonperforming Loans to Gross Loans		0.78	%		1.09	%		0.78	%		1.09	%
Nonperforming Assets to Total Assets		0.67	%		1.11	%		0.67	%		1.11	%
Nonperforming Assets to Loans and Other Real Estate		0.84	%		1.40	%		0.84	%		1.40	%

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

	3Q2006			2Q2006			1Q2006			4Q2005			3Q2005
Assets	$	1,186,382		$	1,169,161		$	1,145,186		$	1,108,338		$	1,063,211
Loans		926,332			900,781			881,897			848,053			831,493
Deposits		1,016,327			1,005,086			974,672			944,365			900,731
Equity		74,352			71,051			69,625			68,128			66,893
Net Income		2,622			2,610			2,309			2,305			2,251
Net Income Per Share (1)		0.36			0.36			0.32			0.32			0.31
Dividends Declared Per Share (1)		0.0825			0.08			0.0775			0.075			0.072
	3Q2006			2Q2006			1Q2006			4Q2005			3Q2005
Key Performance Ratios
Return on Assets		0.90	%		0.90	%		0.83	%		0.84	%		0.87	%
Return on Equity		14.45	%		14.80	%		13.39	%		13.64	%		13.60	%
Equity/Assets		6.27	%		6.08	%		6.08	%		6.15	%		6.29	%
Net Interest Margin		3.93	%		3.95	%		3.80	%		3.79	%		3.82	%

(1) 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)

	Sept 30, 2006			Sept 30, 2005
	(unaudited)			(unaudited)
ASSETS
Cash and Cash Equivalents
Cash and Due from Banks	$	23,254		$	23,064
Federal Funds Sold		35,577			43,204
		58,831			66,268
Interest-Bearing Deposits		3,156			4,233
Investment Securities
Available for Sale, at Fair Value		140,010			107,910
Held for Maturity, at Cost (Fair Value of $78 and $80 as of Sept. 30, 2006 and Sept. 30, 2005, Respectively)		78			80
		140,088			107,990
Federal Home Loan Bank Stock, at Cost		5,222			5,102
Loans		939,139			842,354
Allowance for Loan Losses		(12,308	)		(10,663	)
Unearned Interest and Fees		(499	)		(198	)
		926,332			831,493
Premises and Equipment		27,558			24,461
Other Real Estate		552			2,695
Goodwill		2,412			2,412
Other Intangible Assets		448			545
Other Assets		21,783			18,012
Total Assets	$	1,186,382		$	1,063,211
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Noninterest-Bearing	$	72,033		$	66,381
Interest-Bearing		944,294			834,350
		1,016,327			900,731
Borrowed Money
Subordinated Debentures		24,229			19,074
Other Borrowed Money		63,500			70,781
		87,729			89,855
Other Liabilities		7,974			5,732
Stockholders’ Equity
Common Stock, Par Value $1, Authorized 20,000,000 Shares, Issued 7,190,187 and 7,181,320 Shares as of Sept. 30, 2006 and Sept. 30, 2005, Respectively		7,190			7,181
Paid in Capital		24,202			24,000
Retained Earnings		44,417			36,834
Restricted Stock- Unearned Compensation		(346	)		(358	)
Accumulated Other Comprehensive Loss, Net of Tax		(1,111	)		(764	)
		74,352			66,893
Total Liabilities and Stockholders’ Equity	$	1,186,382		$	1,063,211

Consolidated Statements of Income Colony Bankcorp, Inc.

(in thousands except per share data)

	Quarter Three Months Ended				Year-to-Date Three Months Ended
	09/30/06		09/30/05		09/30/06		09/30/05
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Interest Income
Loans, Including Fees	$	19,665	$	15,065	$	55,070	$	42,179
Federal Funds Sold		462		241		1,458		669
Deposits with Other Banks		38		23		92		57
Investment Securities
U. S. Government Agencies		1,370		782		3,716		2,420
State, County and Municipal		95		60		274		178
Corporate Obligations		43		36		116		102
Dividends on Other Investments		75		55		203		136
		21,748		16,262		60,929		45,741
Interest Expense
Deposits		9,762		5,984		25,938		15,531
Federal Funds Purchased		12		8		28		15
Borrowed Money		1,180		1,004		3,556		2,832
		10,954		6,996		29,522		18,378
Net Interest Income		10,794		9,266		31,407		27,363
Provision for Loan Losses		1,021		869		2,990		2,702
Net Interest Income After Provision for Loan Losses		9,773		8,397		28,417		24,661
Noninterest Income
Service Charges on Deposits		1,193		1,077		3,380		3,057
Other Service Charges, Commissions and Fees		207		186		625		539
Mortgage Fee Income		180		146		516		379
Other		318		124		1,003		659
		1,898		1,533		5,524		4,634
Noninterest Expense
Salaries and Employee Benefits		4,350		3,580		12,676		10,454
Occupancy and Equipment		1,047		994		3,035		2,819
Other		2,283		1,917		6,655		5,794
		7,680		6,491		22,366		19,067
Income Before Income Taxes		3,991		3,439		11,575		10,228
Income Taxes		1,369		1,188		4,034		3,556
Net Income	$	2,622	$	2,251	$	7,541	$	6,672
Net Income Per Share of Common Stock
Basic	$	0.36	$	0.32	$	1.05	$	0.93
Diluted	$	0.36	$	0.31	$	1.05	$	0.93
Weighted Average Basic Shares Outstanding		7,181,894		7,143,741		7,176,186		7,143,741
Weighted Average Diluted Shares Outstanding		7,181,894		7,171,622		7,177,042		7,173,602

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