3-29-05 0720



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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

Amendment No. 1



(Mark One)



|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
|- | ----------------------------------------------------------------------------------------



For the transition period from
 to



Commission file number 0-13653



THE PEOPLES BANCTRUST COMPANY, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Alabama                                                        |  | 63-0896239                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|310 Broad Street, Selma, Alabama                               |  | 36701                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrants
telephone number, including area code: (334) 875-1000.



Securities registered pursuant to Section 12(b) of the Act: None.



Securities registered pursuant to Section 12(g) of the Act:



Common Stock, par value $.10 per share

(Title of Class)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



Indicate
by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) YES ̈NO x.



The registrants voting stock is traded
on the Nasdaq SmallCap Market. The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the price ($14.15 per share) at which the stock was sold on, June 30, 2004, was approximately
$57,193,593. For purposes of this calculation, the term affiliate refers to all executive officers and directors of the registrant and all stockholders beneficially owning more than 10% of the registrants Common Stock.



As of the close of business on March 24, 2005, 5,587,783 shares of the registrants
Common Stock were outstanding.



Documents Incorporated By
Reference



Part III:



Portions of the definitive proxy statement for the Annual Meeting of the Shareholders.



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Purpose of Amendment No. 1



This amendment on Form 10-K/A amends the Annual Report on Form 10-K previously filed by the Registrant on March 30, 2005 for
the fiscal year ended December 31, 2004. The purpose of the amendment is solely to provide a copy of the Registrants current Bylaws as Exhibit 3(ii) hereto. This Form 10-K/A does not reflect events occurring after the date of filing of the
original Form 10-K, or amend or update other disclosures therein.



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------



(a)(1) The following consolidated financial statements of BancTrust included herein (beginning on page F-1), are as follows.



|   |  |                                                                                                                  |  |                   
|-- |  | ---------------------------------------------------------------------------------------------------------------- |  | ------------------
|1. |  | Reports of Independent Registered Public Accounting Firms.                                                       |  | - Previously Filed
|2. |  | Consolidated Balance Sheets - December 31, 2004 and 2003.                                                        |  | - Previously Filed
|3. |  | Consolidated Statements of Income for the Years Ended December 31, 2004, 2003 and 2002.                          |  | - Previously Filed
|4. |  | Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2004, 2003 and 2002.            |  | - Previously Filed
|5. |  | Consolidated Statements of Changes in Stockholders Equity for the Years Ended December 31, 2004, 2003 and 2002. |  | - Previously Filed
|6. |  | Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002.                      |  | - Previously Filed
|7. |  | Notes to Consolidated Financial Statements.                                                                      |  | - Previously Filed



(a)(2) All schedules
for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and therefore have been omitted.



(a)(3) The following exhibits either are filed as part of this Report or are incorporated herein by reference:



Exhibit No. 3. Articles of Incorporation and Bylaws



| | (i) | Articles of Incorporation  incorporated herein by reference to Exhibit 3(i) to the Registrants Annual Report on Form 10-K for the year ended December 31, 1997.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Bylaws  Filed herewith
| | ---- | -----------------------



Exhibit No. 10.1. Stock Option Plans



| | (i) | 1992 Stock Option Plan - Incorporated herein by reference to Exhibit 10 to the Registrants Annual Report on Form 10-K for the year ended December 31, 1992.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | 1999 Stock Option Plan  Incorporated herein by reference to Exhibit 99.1 to the Registrants Registration Statement on Form S-8 (File No. 333-77109).
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------



Exhibit No. 10.2. Executive Supplemental
Retirement Plans



| | (i) | Agreement dated July 17, 2001, by and between The Peoples Bank and Trust Company and Richard P. Morthland  Incorporated herein by reference to Exhibit 10.2 to the
Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (ii) | Agreement dated July 17, 2001, by and between The Peoples Bank and Trust Company and Elam P. Holley, Jr. Incorporated herein by reference to Exhibit 10.2 to the Registrants
Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Exhibit No. 10.3. Agreement with Richard P. Morthland  Incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, dated December 17, 2002.



Exhibit No. 10.4 Dividend Reinvestment and Stock Purchase Plan 
Incorporated herein by reference to the Registrants Registration Statement on Form S-3 (File No. 33-60935).



Exhibit No. 14. - Incorporated herein by reference to Exhibit 14 to the Registrants Annual Report on Form 10-K for the fiscal year ended December
31, 2003.



Exhibit No. 21. - Incorporated herein by reference
to Exhibit 21 to the Registrants Annual Report on Form 10-K December 31, 2001.



Exhibit No. 23.1 Consent of Mauldin & Jenkins Certified Public Accountants, LLC. - Previously Filed



Exhibit No. 23.2 Consent of PricewaterhouseCoopers LLP. - Previously Filed



Exhibit No. 31.1. Certification of Principal Executive Officer pursuant to Exchange Act Rule 12a  14(a) or 15d
 14(a). - Previously Filed



Exhibit No. 31.2.
Certification of Principal Financial Officer pursuant to Exchange Act Rule 12a  14(a) or 15d  14(a). - Previously Filed



Exhibit No. 32.1. Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes  Oxley Act of 2002. -
Previously Filed



|(b) | Exhibits to this Form 10-K are attached or incorporated by reference as stated above.
|--- | -------------------------------------------------------------------------------------



|(c) | None.
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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.



|                    |  |  |  |                                     |  |                         |  |                                      
|------------------- |  |  |  | ----------------------------------- |  | ----------------------- |  | -------------------------------------
|                    |  |  |  | THE PEOPLES BANCTRUST COMPANY, INC.
|                    |  |  |  | (Registrant)                       
|                    |  |  | 
|Date: April 4, 2005 |  |  |  | By:                                 |  | /s/ Elam P. Holley, Jr.
|                    |  |  |  |                                     |  |                         |  | Elam P. Holley, Jr.                  
|                    |  |  |  |                                     |  |                         |  | President and Chief Executive Officer



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