UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 Amendment No. 1

 X    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
---   Act of 1934 for the fiscal year ended December 31, 2004 or

      Transition report pursuant to Section 13 or 15(d) of the Securities
---   Exchange Act of 1934

                        Commission File Number: 000-30273

                           CHESTATEE BANCSHARES, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its Charter)

Georgia                                                               58-2535333
---------------                                                   --------------
(State or other                                                    (IRS Employer
jurisdiction of                                                   Identification
incorporation or                                                         Number)
organization)

6639 Highway 53 East
Dawsonville, Georgia 30534                                        (706) 216-2265
--------------------------                                   -------------------
(Address of principal                                        (Issuer's telephone
executive offices)                                                       number)

         Securities registered under Section 12(b) of the Exchange Act:

                                                                Name of Exchange
Title of each class:                                        on which registered:
--------------------                                        --------------------
None                                                                        None

          Securities registered under Section 12(g) of the Exchange Act

                                                                Name of Exchange
Title of each class:                                        on which registered:
--------------------                                        --------------------
Common Stock                                                                None
no par value per share

Check whether the issuer (1) has filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.    Yes X   No
                                                        ---

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.

The issuer's revenues for the most recent fiscal year were $ 13,940,331.

There were 3,123,000 outstanding shares of common stock, no par value per share,
as of December 31, 2004. The aggregate market value of the voting stock of the
Registrant held by non-affiliates of the Registrant, as of December 31, 2004,
was $20,921,720 based on the last sales price on such date.

<PAGE>
EXPLANATORY NOTE

This Amendment No. 1 to Form 10-KSB amends in its entirety Item 10, Executive
Compensation, Part III to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2004, filed with the Securities and Exchange
Commission on March 30, 2005. The purpose of the Amendment is to correct a
typographical error for the expiration date in the tabular data provided for the
Table entitled OPTIONS/SAR GRANTS IN LAST FISCAL YEAR. This change does not
reflect any subsequent information or events. There are no changes to the Table
entitled SUMMARY COMPENSATION TABLE or the footnotes thereto.



                                       2
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth the cash and cash equivalent forms of
compensation received by the chief executive officer of the Company and its
named executive officers in the fiscal year ended December 31, 2004, and all
cash and cash equivalent forms of compensation received by the chief executive
officer and all named executive officers of the Company as a group.

<TABLE>
<CAPTION>
                                                   SUMMARY COMPENSATION TABLE
                                                                                                          LONG-TERM COMPENSATION

                                                                                                          AWARDS        PAYOUTS
  (a)                    (b)         (c)          (d)            (e)             (f)            (g)         (h)           (i)
NAME AND                                                    OTHER ANNUAL      RESTRICTED       OPTION      LTIP          OTHER
PRINCIPAL POSITION       YEAR       SALARY       BONUS     COMPENSATION(4)   STOCK AWARDS       SARs      PAYOUTS      COMPENSATION

<S>                      <C>      <C>           <C>               <C>             <C>          <C>            <C>      <C>
J. Philip Hester, Sr.    2004     $ 172,000     $ 6,913           -               -            50,000         -        $ 112,778 (1)
CEO, President,          2003     $ 163,451     $ 6,585           -               -              -            -        $  79,826 (2)
Director                 2002     $ 150,525     $ 6,272           -               -              -            -        $  45,249 (3)

James M. Curry           2004     $ 113,750     $ 4,594           -               -            30,000         -        $  65,854 (1)
Executive VP             2003     $ 108,000     $ 4,375           -               -                 -         -        $   4,629 (2)
                         2002     $ 100,000     $ 4,167           -               -            15,000         -        $  15,417

Deborah F. McLeod        2004     $ 113,750     $ 4,594           -               -            30,000         -        $  60,374 (1)
CFO, Senior VP           2003     $ 108,000     $ 4,375           -               -                 -         -        $       0
                         2002     $ 100,000     $ 4,167           -               -            10,000         -        $  10,406
</TABLE>
_____________________

(1)    The Company has accrued a deferred compensation expense under the defined
contribution plan totaling $29,020 and contributed $4,688 to its 401(k) plan for
eligible employees for Mr. Hester and accrued a bonus totaling $79,070 during
the fiscal year ended December 31, 2004. The Company accrued a deferred
compensation under a defined contribution plan totaling $5,736, contributed
$3,308 to its 401(k) plan and accrued a bonus of $56,810 for Mr. Curry. The
Company accrued a bonus of $56,810 and contributed $3,564 to its 401(k) plan for
Ms. McLeod.
(2)    The Company has accrued a deferred compensation expense under the defined
contribution plan totaling $75,085 and contributed $4,741 to its 401(k) plan for
eligible employees for Mr. Hester during the fiscal year ended December 31,
2003. The Company accrued a deferred compensation under a defined contribution
plan totaling $4,629 for Mr. Curry.
(3)    The Company has accrued a deferred compensation expense under the defined
contribution plan totaling $12,960, accrued a bonus totaling $27,847, and an
automobile allowance totaling $2,938 and contributed to its 401(k) plan for
eligible employees $4,442 for Mr. Hester during the fiscal year ended December
31, 2002. The Company has accrued a bonus totaling $15,417 and $10,406 for Mr.
Curry and Ms. McLeod, respectively.
(4)    Perquisites totaling less than the smaller of $50,000 or 10% of the total
salary and bonus for any of the executive officers has been omitted.

                                        3
<PAGE>
         The following table sets forth the individual grants of stock options
made during the last fiscal year to each named executive officer.

<TABLE>
<CAPTION>
                                             OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

                            NUMBER OF                   PERCENT OF TOTAL
                            SECURITIES UNDERLYING       OPTIONS/SARs GRANTED      EXERCISE          EXPIRATION
NAME                        OPTIONS/SARs GRANTED        IN FISCAL YEAR            PRICE             DATE

<S>                         <C>                         <C>                       <C>               <C>
James M. Curry              30,000                      24%                       $10.00            8/17/14

J. Philip Hester, Sr.       50,000                      40%                       $10.00            8/17/14

Deborah F. McLeod           30,000                      24%                       $10.00            8/17/14
</TABLE>



                                       4

<PAGE>
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
          --------------------------------

Index to Exhibits
-----------------

   Number        Description                                               Page
   ------        -----------                                               ----

     3.1         Articles of Incorporation                                  (1)
     3.2         Bylaws                                                     (1)
    10.2         Data Processing Contract                                   (2)
    10.3         International Services Agreement                           (2)
    10.4         Employment Agreement                                       (2)
    10.5         Lease Agreement                                            (1)
    10.6         2000 Non-Employee Stock Option Plan                        (2)
    10.7         2000 Employee Stock Option Plan                            (2)
    10.8         Form of Non-Employee Stock Option Agreement                (2)
    10.9         Employee Stock Option Agreement                            (2)
    10.10        Broker's Payee Contract                                    (4)
    10.11        Securities Brokerage Agreement                             (4)
    10.12        Career Agency Banking Contract                             (4)
    10.13        Subscription Agreement                                     (4)
    10.14        Operating Agreement                                        (4)
    10.15        Lease Agreement                                            (4)
    10.16        Lease Agreement                                            (4)
    11           Statement re: Computation of Per Share Earnings            (6)
    14           Code of Ethics                                             (5)
    21           Subsidiaries of the Registrant                             (3)
    23           Consent of Mauldin & Jenkins, LLC                           +
    24           Power of Attorney                                          (6)
    31           Rules 13a-14(a) and 15d-14(a) Certifications                +
    32           Certifications Pursuant to 18 U.S.C. Section 1350           +

(1)  Incorporated by reference to the Company's Annual Report on Form 10-KSB
     filed March 29, 2000.
(2)  Incorporated by reference to the Company's Registration Statement on Form
     SB-2 filed with the SEC on October 16, 2001.
(3)  Incorporated by reference to the Company's Quarterly Report on Form 10-QSB
     filed May 14, 2001.
(4)  Incorporated by reference to the Company's Annual Report on Form 10-KSB
     filed March 29, 2002.
(5)  Incorporated by reference to the Company's Annual Report on Form 10-KSB
     filed March 29, 2004.
(6)  Incorporated by reference to the Company's Annual Report on Form 10-KSB
     filed March 30, 2005.

+    Filed with this Form 10-KSB/A.

                                       5
<PAGE>
Description
of Exhibits
-----------

   3.1       Articles of Incorporation of Chestatee Bancshares, Inc. (1)
   3.2       Bylaws of Chestatee Bancshares, Inc. (1)
  10.2       Data Processing  Contract between Chestatee State Bank and its
             successors, dated January 20, 1998 (2)
  10.3       International Services Agreement between Chestatee State Bank and
             The Bankers Bank, dated April, 27, 1998 (2)
  10.4       Amended and Restated Employment Agreement dated September 17, 2001
             between J. Philip Hester, Sr. and Chestatee Bancshares and
             Chestatee State Bank (2)
  10.5       Lease Agreement between BDR Properties, LLC and Chestatee State
             Bank, dated November 1, 2000 (1)
  10.6       2000 Non-Employee Stock Option Plan (2)
  10.7       2000 Employee Stock Option Plan (2)
  10.8       Form of Non-Employee Stock Option Agreement (2)
  10.9       Employee Stock Option Agreement between J. Philip Hester, Sr. and
             Chestatee Bancshares and Chestatee State Bank(2)
  10.10      Broker's Payee Contract between MML Insurance Agency, Inc. and
             Chestatee Financial, Inc. (4)
  10.11      Securities Brokerage Agreement between Chestatee Financial, Inc.
             and Agreement with MML Investors Services, Inc. (4)
  10.12      Career Agency System Banking Contract between Chestatee Bancshares,
             Inc., Stephen Squires, and the Massachusetts Mutual Life Insurance
             Company (4)
  10.13      Subscription Agreement between Chestatee Residential Mortgage, Inc.
             and Guaranty Mortgage Services, LLC, Guaranty First Mortgage, LLC
             and Shelter  Mortgage Corporation (4)
  10.14      Operating Agreement between Chestatee Residential Mortgage, Inc.
             and Guaranty Mortgage Services,  LC, Guaranty First Mortgage, LLC
             and Shelter Mortgage Corporation (4)
  10.15      Lease between Chestatee State Bank and Norman Adams dated July 12,
             2001 (4)
  10.16      Lease Agreement between Chestatee State Bank and CSB Partners, LLP
             dated January 1, 2001 (4)

(1)  Incorporated by reference to the Company's Annual Report on Form 10-KSB
     filed March 29, 2000.
(2)  Incorporated by reference to the Company's Registration Statement on Form
     SB-2 filed with the SEC on October 16, 2001.
(3)  Incorporated by reference to the Company's Quarterly Report on Form 10-QSB
     filed May 14, 2001.
(4)  Incorporated by reference to the Company's Annual Report on Form 10-KSB
     filed March 29, 2002. (5) Incorporated by reference to the Company's
     Annual Report on Form 10-KSB filed March 29, 2004.

                                       6
<PAGE>
   11        Statement re: Computation of Per Share Earnings (6)
   14        Code of Ethics for Principal Officers(5)
   21        Subsidiaries of the Registrant(3)
   23        Consent of Mauldin & Jenkins, LLC +
   24        Power of Attorney dated March 30,  2004 executed by officers and a
             majority of directors of Chestatee State Bank (6)
   31.1      Rules 13a-14(a) and 15d-14(a) Certifications for CEO +
   31.2      Rules 13a-14(a) and 15d-14(a) Certifications for CFO +
   32        Certifications of CEO and CFO Pursuant to 18 U.S.C. Section  1350,
             as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
             2002 +

(6)  Incorporated by reference to the Company's Annual Report on Form 10-KSB
     filed March 30, 2005.

 +   Filed with this Form 10-KSB/A.

                                   SIGNATURES


         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                            CHESTATEE BANCSHARES, INC.


                            BY: /s/ J. Philip Hester, Sr.
                                -------------------------
                                J. Philip Hester, Sr., Chief Executive Officer,
                                President and Director

                            DATE: April 29, 2005


                            BY: /s/ Deborah F. McLeod
                                ---------------------
                                Deborah F. McLeod, Chief Financial Officer
                                and Senior Vice President

                            DATE:  April 29, 2005

                                       7
<PAGE>
         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.


/s/ J. Philip Hester, Sr.
--------------------------------------        ----------------------------------
J. Philip Hester, Sr.                         Andrew M. Head
Chief Executive Officer, President and        Director
Director (principal executive officer)        April 29, 2005
April 29, 2005


                                                       *
--------------------------------------        ----------------------------------
Ralph Millard Bowen                           Bruce T. Howard
Director                                      Director
April 29, 2005                                April 29, 2005


         *                                             *
--------------------------------------        ----------------------------------
Marcus C. Byrd, Jr.                           David E. Johnson
Director                                      Chairman of the Board of Directors
April 29, 2005                                April 29, 2005


         *                                             *
--------------------------------------        ----------------------------------
Glennon C. Grogan                             William A. McRae
Director                                      Director
April 29, 2005                                April 29, 2005


         *                                             *
--------------------------------------        ----------------------------------
James H. Grogan                               Kim M. Mills
Secretary and Director                        Director
April 29, 2005                                April 29, 2005


/s/ Deborah F. McLeod                                  *
--------------------------------------        ----------------------------------
Deborah F. McLeod                             Russell M. Wallace
Chief Financial Officer (principal            Director
accounting officer) and Senior Vice           April 29, 2005
President
April 29, 2005


*   /s/ J. Philip Hester, Sr.
    ----------------------------------
    J. Philip Hester, Sr.
    Attorney-in-Fact (pursuant to Power of Attorney executed March 30, 2005)
    April 29, 2005

                                       8