UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





FORM
10-K/A








T ANNUAL REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


(Fee
Required)


For
the Fiscal Year Ended December 31, 2007





£ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934


(No
Fee Required)


For
the Transition Period from _____________to ______________





Commission
File Number 000-12436







COLONY
BANKCORP, INC.


(Exact
Name of Registrant Specified in its Charter)










Georgia
            58-1492391(State
      or Other Jurisdiction of Incorporation
      or Organization)
            (I.R.S.
      Employer Identification
      Number)





115
      South Grant StreetFitzgerald,
      Georgia
            31750(Address
      of Principal Executive Offices)
            (Zip
      Code)





(229)
426-6000


Issuer’s
Telephone Number, Including Area Code





Securities
Registered Pursuant to Section 12(b) of the Act:  None.





Securities
Registered Pursuant to Section 12(g) of the Act:





COMMON
STOCK, $1.00 PAR VALUE


(Title of
Class)









Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.    Yes  £  No  T





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes  £  No  T





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities 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 T  No
£





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K in this form, and no disclosure will 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.    T





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a nonaccelerated filer.  See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange
Act.  (Check one):


Large
      Accelerated Filer     o
            Accelerated
      Filer     x
            Nonaccelerated
      Filer     o





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act):   Yes£   No  T





State the
aggregate market value of the voting stock held by nonaffiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of June 30, 2007:  $104,778,888 based on
stock price of $19.48.





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:  7,216,113 shares of $1.00 par
value common stock as of March 10, 2008.





DOCUMENTS
INCORPORATED BY REFERENCE





Portions
of the information required by Part III of this Annual Report are incorporated
by reference from the Registrant’s definitive Proxy Statement to be filed with
Securities and Exchange Commission pursuant to Regulation 14A not later than 120
days after the end of the fiscal year covered by this Annual
Report.




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EXPLANATORY
NOTE





Colony
Bankcorp, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to
amend its Annual Report on Form 10-K for the fiscal year ended December 31,
2007, as filed with the Securities and Exchange Commission on March 14, 2008
(the “Original Filing”).  The purpose of this Amendment No. 1 is to
amend and restate Item 9A of the Original Filing to make certain corrections and
clarifications to the information presented in the Original
Filing.  This Amendment No. 1 does not otherwise update information in
the Original Filing to reflect facts or events occurring subsequent to the date
of the Original Filing.


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Part
II


Item
9A





Management’s
Report on Internal Control Over Financial Reporting





Colony’s
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Colony’s internal control over
financial reporting is a process designed under the supervision of the Chief
Executive Officer and Chief Financial Officer to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of Colony’s
financial statements for external purposes in accordance with generally accepted
accounting principles.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.





Colony’s
management assessed the effectiveness of Colony’s internal control over
financial reporting as of December 31, 2007 based on the criteria for
effective internal control over financial reporting established in Internal Control-Integrated
Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission.  Based on the assessment, management determined
that Colony maintained effective internal control over financial reporting as of
December 31, 2007.





McNair,
McLemore, Middlebrooks & Co., LLP, the independent registered public
accounting firm that audited the consolidated financial statements of Colony
included in this Annual Report on Form 10-K, has issued an attestation report on
the effectiveness of Colony’s internal control over financial reporting as of
December 31, 2007. The report, which expresses an unqualified opinion on the
effectiveness of Colony’s internal control over financial reporting as of
December 31, 2007, is included in Item 8 of this Report under the heading
“Report of Independent Registered Public Accounting Firm.”





Colony
Bankcorp, Inc.


March 18,
2008





Part
IV


Item
15


Exhibits,
Financial Statement Schedules




(a)
                The
      following documents are filed as part of this
  report:
  A list of
the exhibits required by Item 601 of Regulation S-K to be filed as a part of
this report is shown on the “Exhibit Index” filed herewith.
 
 Exhibit
Index
 
 31.1
                Certificate
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002
 
 31.2
                Certificate
      of Chief Financial and Accounting Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
 
 32
                Certificate
      of the Chief Executive Officer and Chief Financial Officer Pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002


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SIGNATURES





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





COLONY
BANKCORP, INC.





/s/
      Al D. RossAl
      D. Ross
              President/Director/Chief
      Executive OfficerMarch
      18, 2008Date/s/
      Terry L. HesterTerry
      L. Hester
              Executive
      Vice-President/Chief Financial Officer/DirectorMarch
      18, 2008Date





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:





/s/
      Terry Coleman
            
            March
      18, 2008Terry
      Coleman, Director
            
            Date/s/
      L. Morris Downing
            
            March
      18, 2008L.
      Morris Downing, Director
            
            Date/s/
      Edward J. Harrell
            
            March
      18, 2008Edward
      J. Harrell, Director
            
            Date/s/
      Mark H. Massee
            
            March
      18, 2008Mark
      H. Massee, Director
            
            Date/s/
      James D. Minix
            
            March
      18, 2008James
      D, Minix, Director
            
            Date


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/s/
      Charles E. Myler
            
            March
      18, 2008Charles
      E. Myler, Director
            
            Date/s/
      W. B. Roberts, Jr.
            
            March
      18, 2008W.
      B. Roberts, Jr., Director
            
            Date/s/
      Jonathan W. R. Ross
            
            March
      18, 2008Jonathan
      W. R. Ross, Director
            
            Date/s/
      B. Gene Waldron
            
            March
      18, 2008B.
      Gene Waldron, Director
            
            Date






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