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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(MARK ONE)

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



For the quarterly period ended September 30, 2005



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



Commission File Number: O-13653



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THE PEOPLES BANCTRUST COMPANY, INC.

(Exact name of registrant as specified on its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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)



(334) 875-1000

(Registrants telephone number, including area code)



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Indicate by a 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 such shorter time 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, whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange
Act)    Yes ̈No  x



Indicate by check mark, whether the registrant is shell company (as defined
in rule 12b-2 of the Exchange Act)     Yes ̈No  x



As of the close of business on
November 11, 2005, 5,884,431 shares of the registrants Common Stock, par value $.10 per share, were outstanding.



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PART I - FINANCIAL INFORMATION



Item 1. Financial Statements



THE PEOPLES BANCTRUST CO., INC.

CONDENSED
CONSOLIDATED BALANCE SHEETS



|                                                                       |  |                    |         |   |                   |   |         |  
|---------------------------------------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | -
|                                                                       |  | In Thousands       |        
|                                                                       |  | September 30, 2005 |         |   | December 31, 2004 |  
|                                                                       |  | (Unaudited)        |         |   |                   |  
|ASSETS:                                                                |  |                    |         |   |                   |   |         |  
|Cash and due from banks                                                |  | $                  | 32,439  |   |                   | $ | 46,177  |  
|Federal funds sold and securities purchased under agreements to resell |  |                    | 16,500  |   |                   |   | 17,000  |  
|                                                                       |  |                    |         |   |                   |   |         |  
|Total cash and cash equivalents                                        |  |                    | 48,939  |   |                   |   | 63,177  |  
|                                                                       |  |                   
|Securities available-for-sale                                          |  |                    | 231,211 |   |                   |   | 253,744 |  
|Loans, net of unearned discount                                        |  |                    | 484,992 |   |                   |   | 438,019 |  
|Allowance for loan losses                                              |  |                    | (7,142  | ) |                   |   | (9,043  | )
|                                                                       |  |                    |         |   |                   |   |         |  
|Net loans                                                              |  |                    | 477,850 |   |                   |   | 428,976 |  
|                                                                       |  |                   
|Bank premises and equipment, net                                       |  |                    | 19,537  |   |                   |   | 18,366  |  
|Goodwill                                                               |  |                    | 6,203   |   |                   |   | 6,203   |  
|Other intangible assets                                                |  |                    | 488     |   |                   |   | 658     |  
|Other real estate, net                                                 |  |                    | 2,105   |   |                   |   | 2,006   |  
|Other assets                                                           |  |                    | 20,666  |   |                   |   | 19,119  |  
|                                                                       |  |                    |         |   |                   |   |         |  
|Total assets                                                           |  | $                  | 806,999 |   |                   | $ | 792,249 |  
|                                                                       |  |                    |         |   |                   |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY:                                  |  |                    |         |   |                   |   |         |  
|Noninterest-bearing deposits                                           |  | $                  | 84,695  |   |                   | $ | 78,641  |  
|Interest-bearing deposits                                              |  |                    | 597,916 |   |                   |   | 587,012 |  
|                                                                       |  |                    |         |   |                   |   |         |  
|Total deposits                                                         |  |                    | 682,611 |   |                   |   | 665,653 |  
|FHLB and other borrowed funds                                          |  |                    | 38,062  |   |                   |   | 48,313  |  
|Other liabilites                                                       |  |                    | 4,673   |   |                   |   | 3,241   |  
|                                                                       |  |                    |         |   |                   |   |         |  
|Total liabilities                                                      |  |                    | 725,346 |   |                   |   | 717,207 |  
|                                                                       |  |                   
|Commitments and contingencies (Note 1)                                 |  |                    |        |   |                   |   |        |  
|                                                                       |  |                   
|Common stock                                                           |  |                    | 589     |   |                   |   | 558     |  
|Treasury stock                                                         |  |                    | (91     | ) |                   |   |        |  
|Deferred stock based compensation                                      |  |                    | (92     | ) |                   |   |        |  
|Additional paid-in-capital                                             |  |                    | 16,516  |   |                   |   | 11,406  |  
|Accumulated other comprehensive loss, net of tax                       |  |                    | (2,483  | ) |                   |   | (947    | )
|Retained earnings                                                      |  |                    | 67,214  |   |                   |   | 64,025  |  
|                                                                       |  |                    |         |   |                   |   |         |  
|Total stockholders equity                                             |  |                    | 81,653  |   |                   |   | 75,042  |  
|                                                                       |  |                    |         |   |                   |   |         |  
|Total liabilities and stockholders equity                             |  | $                  | 806,999 |   |                   | $ | 792,249 |  
|                                                                       |  |                    |         |   |                   |   |         |  



See
notes to Unaudited Condensed Consolidated Financial Statements



2



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THE PEOPLES BANCTRUST CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME



|                                                    |  |                                                           |           |                                |      |   |           |  |   |           |   |  |   |           |  
|--------------------------------------------------- |  | --------------------------------------------------------- | --------- | ------------------------------ | ---- | - | --------- |  | - | --------- | - |  | - | --------- | -
|                                                    |  | In Thousands, except share and per share data (Unaudited) |          
|                                                    |  | Three Months EndedSeptember 30,                           |           | Nine Months EndedSeptember 30, |     
|                                                    |  | 2005                                                      |           |                                | 2004 |   | 2005      |  |   | 2004      |  
|Interest and fees on loans                          |  | $                                                         | 8,403     |                                |      | $ | 6,873     |  | $ | 23,285    |   |  | $ | 20,966    |  
|Interest and dividends on investment securities     |  |                                                           | 2,193     |                                |      |   | 2,079     |  |   | 6,716     |   |  |   | 6,008     |  
|Other interest income                               |  |                                                           | 247       |                                |      |   | 163       |  |   | 756       |   |  |   | 398       |  
|                                                    |  |                                                           |           |                                |      |   |           |  |   |           |   |  |   |           |  
|Total interest income                               |  |                                                           | 10,843    |                                |      |   | 9,115     |  |   | 30,757    |   |  |   | 27,372    |  
|                                                    |  |                                                           |           |                               
|Interest on deposits                                |  |                                                           | 3,524     |                                |      |   | 2,311     |  |   | 9,162     |   |  |   | 6,604     |  
|Interest on borrowed funds                          |  |                                                           | 508       |                                |      |   | 591       |  |   | 1,719     |   |  |   | 1,711     |  
|                                                    |  |                                                           |           |                                |      |   |           |  |   |           |   |  |   |           |  
|Total interest expense                              |  |                                                           | 4,032     |                                |      |   | 2,902     |  |   | 10,881    |   |  |   | 8,315     |  
|                                                    |  |                                                           |           |                                |      |   |           |  |   |           |   |  |   |           |  
|Net interest income                                 |  |                                                           | 6,811     |                                |      |   | 6,213     |  |   | 19,876    |   |  |   | 19,057    |  
|                                                    |  |                                                           |           |                               
|Provision (credit) for loan losses                  |  |                                                           | (26       | )                              |      |   |          |  |   | (482      | ) |  |   | (149      | )
|                                                    |  |                                                           |           |                                |      |   |           |  |   |           |   |  |   |           |  
|Net interest income after provision for loan losses |  |                                                           | 6,837     |                                |      |   | 6,213     |  |   | 20,358    |   |  |   | 19,206    |  
|                                                    |  |                                                           |           |                               
|Deposit service charges                             |  |                                                           | 1,461     |                                |      |   | 1,245     |  |   | 3,863     |   |  |   | 3,640     |  
|Net securities gains                                |  |                                                           |          |                                |      |   | 210       |  |   | 14        |   |  |   | 699       |  
|Other noninterest income                            |  |                                                           | 877       |                                |      |   | 782       |  |   | 2,832     |   |  |   | 2,690     |  
|                                                    |  |                                                           |           |                                |      |   |           |  |   |           |   |  |   |           |  
|Total noninterest income                            |  |                                                           | 2,338     |                                |      |   | 2,237     |  |   | 6,709     |   |  |   | 7,029     |  
|                                                    |  |                                                           |           |                               
|Salaries, benefits and other personnel expense      |  |                                                           | 3,615     |                                |      |   | 3,510     |  |   | 10,872    |   |  |   | 10,292    |  
|Premises and fixed assets expense                   |  |                                                           | 1,289     |                                |      |   | 1,240     |  |   | 3,869     |   |  |   | 3,619     |  
|Other noninterest expense                           |  |                                                           | 1,621     |                                |      |   | 1,655     |  |   | 5,453     |   |  |   | 6,227     |  
|                                                    |  |                                                           |           |                                |      |   |           |  |   |           |   |  |   |           |  
|Total noninterest expense                           |  |                                                           | 6,525     |                                |      |   | 6,405     |  |   | 20,194    |   |  |   | 20,138    |  
|                                                    |  |                                                           |           |                                |      |   |           |  |   |           |   |  |   |           |  
|Income before income taxes                          |  |                                                           | 2,650     |                                |      |   | 2,045     |  |   | 6,873     |   |  |   | 6,097     |  
|                                                    |  |                                                           |           |                               
|Provision for income taxes                          |  |                                                           | 600       |                                |      |   | 272       |  |   | 1,777     |   |  |   | 1,427     |  
|                                                    |  |                                                           |           |                                |      |   |           |  |   |           |   |  |   |           |  
|Net income                                          |  | $                                                         | 2,050     |                                |      | $ | 1,773     |  | $ | 5,096     |   |  | $ | 4,670     |  
|                                                    |  |                                                           |           |                                |      |   |           |  |   |           |   |  |   |           |  
|Basic weighted average number of shares             |  |                                                           | 5,881,047 |                                |      |   | 5,577,472 |  |   | 5,776,439 |   |  |   | 5,571,715 |  
|Diluted weighted average number of shares           |  |                                                           | 5,906,186 |                                |      |   | 5,598,472 |  |   | 5,803,011 |   |  |   | 5,594,917 |  
|Basic net income per share                          |  | $                                                         | 0.35      |                                |      | $ | 0.32      |  | $ | 0.88      |   |  | $ | 0.84      |  
|Diluted net income per share                        |  | $                                                         | 0.35      |                                |      | $ | 0.32      |  | $ | 0.88      |   |  | $ | 0.83      |  
|Dividends per share                                 |  | $                                                         | 0.11      |                                |      | $ | 0.11      |  | $ | 0.33      |   |  | $ | 0.33      |  



See
notes to Unaudited Condensed Consolidated Financial Statements



3



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THE PEOPLES BANCTRUST CO., INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



|                                                                                     |  |                                               |        |                                              |      |   |       |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------------ |  | --------------------------------------------- | ------ | -------------------------------------------- | ---- | - | ----- |  | - | ------ | - |  | - | ------ | -
|                                                                                     |  | In Thousands Three Months Ended September 30, |        | In Thousands Nine Months Ended September 30, |     
|                                                                                     |  | (Unaudited)                                   |        | (Unaudited)                                  |     
|                                                                                     |  | 2005                                          |        |                                              | 2004 |   | 2005  |  |   | 2004   |  
|Net income                                                                           |  | $                                             | 2,050  |                                              |      | $ | 1,773 |  | $ | 5,096  |   |  | $ | 4,670  |  
|Other comprehensive income:                                                          |  |                                               |        |                                              |      |   |       |  |   |        |   |  |   |        |  
|Unrealized (losses) gains on securities available for sale during the period         |  |                                               | (1,057 | )                                            |      |   | 4,592 |  |   | (2,420 | ) |  |   | (761   | )
|Less: reclassification adjustment for net gains included in net income               |  |                                               |       |                                              |      |   | 210   |  |   | 14     |   |  |   | 699    |  
|                                                                                     |  |                                               |        |                                              |      |   |       |  |   |        |   |  |   |        |  
|Other comprehensive (loss) income                                                    |  |                                               | (1,057 | )                                            |      |   | 4,382 |  |   | (2,434 | ) |  |   | (1,460 | )
|Income tax (benefit) provision related to items of other comprehensive (loss) income |  |                                               | (390   | )                                            |      |   | 1,617 |  |   | (898   | ) |  |   | (539   | )
|                                                                                     |  |                                               |        |                                              |      |   |       |  |   |        |   |  |   |        |  
|Other comprehensive (loss) income, net of tax                                        |  |                                               | (667   | )                                            |      |   | 2,765 |  |   | (1,536 | ) |  |   | (921   | )
|                                                                                     |  |                                               |        |                                              |      |   |       |  |   |        |   |  |   |        |  
|Comprehensive income, net of tax                                                     |  | $                                             | 1,383  |                                              |      | $ | 4,538 |  | $ | 3,560  |   |  | $ | 3,749  |  
|                                                                                     |  |                                               |        |                                              |      |   |       |  |   |        |   |  |   |        |  



See
notes to Unaudited Condensed Consolidated Financial Statements



4



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THE PEOPLES BANCTRUST COMPANY., INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW



|                                                            |  |                                                          |         |   |      |   |          |  
|----------------------------------------------------------- |  | -------------------------------------------------------- | ------- | - | ---- | - | -------- | -
|                                                            |  | In Thousands (Unaudited) Nine Months Ended September 30, |        
|                                                            |  | 2005                                                     |         |   | 2004 |  
|Cash flow provided by operating activities                  |  | $                                                        | 7,834   |   |      | $ | 363      |  
|                                                            |  |                                                         
|Cash flow from investing activities                         |  |                                                          |         |   |      |   |          |  
|Proceeds from sales of investment securities                |  |                                                          | 2,323   |   |      |   | 83,214   |  
|Proceeds from maturities and calls of investment securities |  |                                                          | 25,257  |   |      |   | 40,363   |  
|Purchases of investment securities                          |  |                                                          | (7,465  | ) |      |   | (126,214 | )
|Net (increase) decrease in loans                            |  |                                                          | (47,159 | ) |      |   | 26,580   |  
|Purchases of bank premises and equipment                    |  |                                                          | (3,832  | ) |      |   | (2,497   | )
|Additional contributions to defined benefits pension plan   |  |                                                          | (2,000  | ) |      |   | (2,000   | )
|Proceeds from sale of other real estate                     |  |                                                          | 1,044   |   |      |   | 1,142    |  
|Proceeds from sale of bank premises and equipment           |  |                                                          | 4       |   |      |   | 38       |  
|                                                            |  |                                                          |         |   |      |   |          |  
|Net cash (used in) provided by investing activities         |  |                                                          | (31,829 | ) |      |   | 20,626   |  
|                                                            |  |                                                         
|Cash flow from financing activities                         |  |                                                          |         |   |      |   |          |  
|Net increase in deposits                                    |  |                                                          | 16,958  |   |      |   | 8,102    |  
|Proceeds from issuance of common stock, net                 |  |                                                          | 4,900   |   |      |   | 30       |  
|Net decrease in borrowed funds                              |  |                                                          | (10,251 | ) |      |   | (7,674   | )
|Dividends paid                                              |  |                                                          | (1,759  | ) |      |   | (1,687   | )
|Purchase of treasury stock                                  |  |                                                          | (91     | ) |      |   |         |  
|                                                            |  |                                                          |         |   |      |   |          |  
|Net cash provided by (used in) financing activities         |  |                                                          | 9,757   |   |      |   | (1,229   | )
|                                                            |  |                                                         
|Net (decrease) increase in cash and cash equivalents        |  |                                                          | (14,238 | ) |      |   | 19,760   |  
|Cash and cash equivalents at beginning of period            |  |                                                          | 63,177  |   |      |   | 59,481   |  
|                                                            |  |                                                          |         |   |      |   |          |  
|Cash and cash equivalents at end of period                  |  | $                                                        | 48,939  |   |      | $ | 79,241   |  
|                                                            |  |                                                          |         |   |      |   |          |  
|Cash paid for interest                                      |  | $                                                        | 10,197  |   |      | $ | 8,327    |  
|                                                            |  |                                                          |         |   |      |   |          |  
|Cash paid for income taxes                                  |  | $                                                        | 660     |   |      | $ | 1,519    |  
|                                                            |  |                                                          |         |   |      |   |          |  



See
notes to Unaudited Condensed Consolidated Financial Statements



5



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THE PEOPLES BANCTRUST COMPANY, INC. AND SUBSIDIARY



Notes to the Unaudited Condensed Consolidated Financial
Statements



Accounting Policies:



The accompanying unaudited condensed consolidated financial statements of
The Peoples BancTrust Company, Inc, (BancTrust) and its subsidiary, The Peoples Bank and Trust Company (Peoples Bank), along with its subsidiaries Loan Express, Inc. and The Peoples Insurance Agency, Inc. have been prepared
in accordance with generally accepted accounting principles for interim information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations
are not necessarily indicative of the results of operations for the full year or any other interim periods. For further information refer to the consolidated financial statements and footnotes thereto included in BancTrusts Annual Report on
Form 10-K for the fiscal year ended December 31, 2004.



Commitments and Contingencies:



BancTrust and its subsidiaries are from time to time defendants in legal actions arising from normal business activities. Management does not anticipate that the ultimate liability arising from litigation outstanding at September 30,
2005 will have a materially adverse effect on BancTrusts financial statements.



On November 18, 2004, BancTrust executed a contract for the construction of a new main office facility in its Tuscaloosa, Alabama market. As of September 30, 2005 BancTrust had paid approximately $440,000
toward the construction project, and anticipates its additional commitment to the project will be approximately $2,460,000 payable in varying installments over the remaining construction period, which is to be completed in the summer of 2006.



Earnings Per Share (EPS):



The following table reflects the reconciliation of the
numerator and denominator of the basic EPS computation to the diluted EPS computation for the three and nine months ended September 30, 2005 and 2004 respectively (in thousands, except per share data):



|                                        |  |                                       |       |                                      |       |                  |   |        |  |        |       |                  |       |  |   |     
|--------------------------------------- |  | ------------------------------------- | ----- | ------------------------------------ | ----- | ---------------- | - | ------ |  | ------ | ----- | ---------------- | ----- |  | - | ----
|                                        |  | Three months ended September 30, 2005 |       | Nine months ended September 30, 2005
|                                        |  | Income                                |       | Shares                               |       | Per-Share Amount |   | Income |  | Shares |       | Per-Share Amount
|Basic EPS                               |  |                                       |       |                                      |       |                  |   |        |  |        |       |                  |       |  |   |     
|Income available to common stockholders |  | $                                     | 2,050 |                                      | 5,881 |                  | $ | 0.35   |  | $      | 5,096 |                  | 5,776 |  | $ | 0.88
|Effect of dilutive securities           |  |                                       |       |                                      |       |                  |   |        |  |        |       |                  |       |  |   |     
|Stock options                           |  |                                       |       |                                      | 25    |                  |   |        |  |        |       |                  | 27    |  |   |     
|                                        |  |                                       |       |                                      |       |                  |   |        |  |        |       |                  |       |  |   |     
|Diluted EPS                             |  | $                                     | 2,050 |                                      | 5,906 |                  | $ | 0.35   |  | $      | 5,096 |                  | 5,803 |  | $ | 0.88
|                                        |  |                                      
|                                        |  | Three months ended September 30, 2004 |       | Nine months ended September 30, 2004
|                                        |  | Income                                |       | Shares                               |       | Per-Share Amount |   | Income |  | Shares |       | Per-Share Amount
|Basic EPS                               |  |                                       |       |                                      |       |                  |   |        |  |        |       |                  |       |  |   |     
|Income available to common stockholders |  | $                                     | 1,773 |                                      | 5,577 |                  | $ | 0.32   |  | $      | 4,670 |                  | 5,572 |  | $ | 0.84
|Effect of dilutive securities           |  |                                       |       |                                      |       |                  |   |        |  |        |       |                  |       |  |   |     
|Stock options                           |  |                                       |       |                                      | 21    |                  |   |        |  |        |       |                  | 23    |  |   |     
|                                        |  |                                       |       |                                      |       |                  |   |        |  |        |       |                  |       |  |   |     
|Diluted EPS                             |  | $                                     | 1,773 |                                      | 5,598 |                  | $ | 0.32   |  | $      | 4,670 |                  | 5,595 |  | $ | 0.83



6



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Stock-Based Compensation



SFAS No. 123, Accounting for Stock-Based Compensation, defines a fair value based method of accounting for an
employee stock option or similar equity instrument. However, SFAS No. 123 allows an entity to continue to measure compensation costs for those plans using the intrinsic value based method of accounting prescribed by APB Opinion No. 25,
Accounting for Stock Issued to Employees. Entities electing to remain with the accounting in Opinion No. 25 must make pro forma disclosures of net income and earnings per share as if the fair value based method of accounting defined in
SFAS No. 123 had been applied. Under the fair value based method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. Under the
intrinsic value based method, compensation cost is the excess, if any, of the quoted market price of the stock at the grant date or other measurement date over the amount an employee must pay to acquire the stock. BancTrust has elected to continue
to measure compensation cost for its stock option plans under the provisions in APB Opinion 25 and has calculated the fair value of outstanding options for purposes of pro forma disclosure utilizing the Black-Scholes method.



On September 9, 2005 BancTrust granted options to its President and
Chief Executive Officer to acquire 50,000 shares of its common stock at the then current market price. These shares will vest annually over a three year period, with 1/3 of the total shares vesting on September 9th, in each of 2006, 2007 and 2008. Also on September 9, 2005 BancTrust awarded its President and Chief Executive Officer
6,000 shares of restricted common stock. On September 9th in each of 2006, 2007 and 2008, restrictions will expire with respect to 1/3 of the total shares awarded. The restricted shares have been recorded as deferred compensation, reducing
stockholders equity, and will be expensed over the vesting period.



At September 30, 2005 and September 30, 2004, stock options issued by BancTrust were either fully vested, or had not vested at all. Consequently, BancTrusts results of operations would not have been
impacted in either period by expenses associated with stock options, as options granted by BancTrust typically vest on the first anniversary date after grant.



7



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Recent Accounting Pronouncements:



In December 2004, the Financial Accounting Standards Board
(FASB) published FASB Statement No. 123 (revised 2004), Share-Based Payment (FAS 123(R) or the Statement). FAS 123(R) requires that the compensation cost relating to share-based payment transactions,
including grants of employee stock options, be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. FAS 123(R) covers a wide range of share-based compensation
arrangements including stock options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. FAS 123(R) is a replacement of FASB Statement No. 123, Accounting for Stock-Based
Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related interpretive guidance.



The effect of the Statement will be to require entities to measure the cost of employee services received in exchange for stock options based on the
grant-date fair value of the award, and to recognize the cost over the period the employee is required to provide services for the award. FAS 123(R) permits entities to use any option-pricing model that meets the fair value objective in the
Statement.



BancTrust will be required to apply FAS 123(R) as
of the beginning of its first interim period that begins after December 15, 2005, which will be the quarter ending March 31, 2006.



FAS 123(R) allows two methods for determining the effects of the transition: the modified prospective transition method and the modified retrospective
method of transition. Under the modified prospective transition method, an entity would use the fair value based accounting method for all employee awards granted, modified, or settled after the effective date. As of the effective date, compensation
cost related to the nonvested portion of awards outstanding as of that date would be based on the grant-date fair value of those awards as calculated under the original provisions of Statement No. 123; that is, an entity would not remeasure the
grant-date fair value estimate of the unvested portion of awards granted prior to the effective date of FAS 123(R). Under the modified retrospective method of transition, an entity would revise its previously issued financial statements to recognize
employee compensation cost for prior periods presented in accordance with the original provisions of Statement No. 123. The provisions of this statement are not expected to have a material impact on results of operations, financial position, or
liquidity of BancTrust.



Item 2. MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



GENERAL



The following analysis focuses on the
financial condition and results of operations of BancTrust, and should be read in conjunction with the consolidated financial statements included in this report.



Managements discussion and analysis includes certain forward-looking statements addressing, among other things,
BancTrusts prospects for earnings, asset growth and net interest margin. Forward-looking statements are accompanied by, and identified with, such terms as anticipates, believes, expects, intends,
and similar phrases. Managements expectations for BancTrusts future necessarily involve a number of uncertainties, assumptions and estimates. Factors that could cause actual results to differ from the expectations expressed herein
include: substantial changes in interest rates and changes in the general economy, as well as changes in BancTrusts strategies for credit-risk management, interest-rate risk management and investment activities. Accordingly, any
forward-looking statements included herein do not purport to be predictions of future events or circumstances and may not be realized.



Use of estimates in the preparation of financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan and lease losses and deferred tax assets or liabilities.



8



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CRITICAL ACCOUNTING POLICIES



BancTrust has adopted various accounting policies which govern the application of accounting principles generally accepted
in the United States of America in the preparation of its financial statements. Significant accounting policies are described in the footnotes to the consolidated financial statements in BancTrusts annual report on Form 10-K for the year ended
December 31, 2004.



Certain accounting policies involve
significant judgments and assumptions by management which have a material impact on the carrying value of certain assets and liabilities. Management considers these accounting policies to be critical accounting policies. The judgments and
assumptions used are based on historical experience and other factors, which management believes are reasonable under the circumstances. Because of the nature of the judgments and assumptions management makes, actual results could differ from these
judgments and estimates which could have a material impact on the carrying values of BancTrusts assets and liabilities and results of operations.



Allowance for Loan Losses -A loan is considered impaired, based on current information and events, if it is probable that BancTrust will be unable
to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Uncollateralized loans are measured for impairment based on the present value of expected future cash flows discounted at
the historical effective interest rate, while all collateral-dependent loans are measured for impairment based on the fair value of the collateral.



BancTrust uses several factors in determining if a loan is impaired. The internal asset classification procedures include a thorough review of significant
loans and lending relationships and include the accumulation of related data. This data includes loan payment status, borrowers financial data, and borrowers operating factors such as cash flows, operating income or loss, etc.



The allowance for loan losses is established through charges
to earnings in the form of a provision for loan losses. Increases and decreases in the allowance due to changes in the measurement of the impaired loans are included in the provision for loan losses. Loans continue to be classified as impaired
unless they are brought fully current and the collection of scheduled interest and principal is considered probable. When a loan or portion of a loan is determined to be uncollectible, the portion deemed uncollectible is charged against the
allowance and subsequent recoveries, if any, are credited to the allowance.



Managements periodic evaluation of the adequacy of the allowance also considers impaired loans and takes into consideration BancTrusts past loan loss experience, known and inherent risks in the portfolio,
adverse situations that may affect the borrowers ability to repay, estimated value of any underlying collateral, and current economic conditions. While management believes that it has established the allowance in accordance with generally
accepted accounting principles and has taken into account the views of its regulators and the current economic environment, there can be no assurance that in the future BancTrusts regulators or its economic environment will not require further
increases in the allowance.



Goodwill Impairment Analysis -Goodwill represents the excess of the cost of the acquisition over the fair value of the net assets acquired. BancTrust tests goodwill for impairment on an annual basis, or more often if events or circumstances indicate that there may be
impairment. BancTrust has elected to perform its annual testing as of June 30 each year. The goodwill impairment test is a two-step process, which requires management to make judgments in determining the assumptions used in the calculations.
The first step involves estimating the fair value of each reporting unit and comparing it to the reporting units carrying value, which includes the allocated goodwill. If the estimated fair value is less than the carrying value, then a second
step is performed to measure the actual amount of goodwill impairment. The second step first involves determining the implied fair value of goodwill. This requires BancTrust to allocate the estimated fair value to all the assets and liabilities of
the reporting unit. Any unallocated fair value represents the implied fair value of goodwill which is compared to its corresponding carrying value. If the carrying value exceeds the implied fair value, an impairment loss is recognized in an amount
equal to that excess.



9



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Fair values of reporting units were estimated using discounted cash flow models derived from internal
earnings forecasts. The key assumptions used to estimate the fair value of each reporting unit included earnings forecasts for 10 years, terminal values based on future growth rates and discount interest rates. Changes in market interest rates,
depending on the magnitude and duration, could impact the discount interest rates used in the impairment analysis. Generally, and with all other assumptions remaining the same, increasing the discount interest rate used in the analysis would tend to
lower the fair value estimates, while lowering the discount interest rate would tend to increase the fair value estimates. BancTrust performed its goodwill impairment analysis according to the aforementioned method as of June 30, 2005. This
analysis indicated that no goodwill impairment was present; therefore no impairment loss was recognized.



Income taxes -The determination of BancTrusts overall income tax provision is complex and requires careful analysis. As part of the overall
business strategy, BancTrust may enter into business transactions that require management to consider tax laws and regulations that apply to the specific facts and circumstances under consideration. This analysis includes evaluating the amount and
timing of the realization of income tax liabilities or benefits. Management continually monitors tax developments as they affect BancTrusts overall tax position.



Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which
the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.



FINANCIAL CONDITION



Cash and Cash Equivalents



At September 30, 2005, cash and cash equivalents had decreased to
$48,939,000 from $63,177,000 at December 31, 2004. Cash and cash equivalents primarily consist of cash and due from banks, combined with federal funds sold. At September 30, 2005, cash and due from banks totaled $32,439,000 compared to
$46,177,000 at December 31, 2004, with federal funds sold totaling $16,500,000 and $17,000,000 for the same periods respectively. The decline in cash and cash equivalents at September 30, 2005 compared to December 31, 2004 was
primarily due to increased loan volumes (see  Loans) and repayments of certain FHLB and other borrowed funds (see  Liquidity) between the two dates.



Investments



At September 30, 2005, investment securities totaled $231,211,000 compared to $253,744,000 at December 31, 2004.
As with cash and cash equivalents, the decline in investment securities was primarily due to increased loan volumes (see  Loans) and repayments of certain FHLB and other borrowed funds (see 
Liquidity) between the two dates.



BancTrust
is a participant in the Security for Alabama Funds Enhancement (SAFE) program. Under this program, banks that hold deposits of the State of Alabama, or deposits of SAFE member municipalities within the State of Alabama, must pledge
qualifying securities (typically United States Treasury or Agency debt instruments) as collateral for those amounts that exceed the FDIC insurable limit. At September 30, 2005 BancTrust had securities totaling $101,675,000 pledged to the
Treasurer of the State of Alabama under the SAFE program.



At
year-end 2004, and at September 30, 2005, the entire investment securities portfolio was classified as available-for-sale, resulting in the portfolio being marked-to-market. At September 30, 2005 and December 31, 2004, the
portfolio had net unrealized losses (net of taxes) of $2,483,000 and $947,000, respectively. BancTrust considers these losses to be temporary.



10



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Loans



Total loans, net of the unearned discount, increased $46,973,000 to $484,992,000 at September 30, 2005, from $438,019,000 at December 31, 2004.
The majority of this increase was realized in real estate mortgage loans, as commercial and industrial loan increased slightly and personal loans declined. BancTrust continues to place emphasis on originating loans secured by real estate, as well as
on loans to commercial interests. Particular emphasis is placed on originating commercial real estate loans. The following table indicates each of the major loan categories of BancTrust, and the change in volume of each when comparing
September 30, 2005 to December 31, 2004.



|                                          |  |                   |         |                  |   |         |  |   |        |  
|----------------------------------------- |  | ----------------- | ------- | ---------------- | - | ------- |  | - | ------ | -
|                                          |  | September 30,2005 |         | December 31,2004 |   | Change  | 
|                                          |  |                   |         | (In thousands)   |   |         | 
|Commercial and industrial                 |  | $                 | 85,304  |                  | $ | 83,315  |  | $ | 1,989  |  
|Real estate - mortgage                    |  |                   |         |                  |   |         |  |   |        |  
|Commercial                                |  |                   | 265,385 |                  |   | 224,327 |  |   | 41,058 |  
|Residential                               |  |                   | 88,751  |                  |   | 83,036  |  |   | 5,715  |  
|Personal                                  |  |                   | 45,070  |                  |   | 46,693  |  |   | (1,623 | )
|Overdrafts and credit line                |  |                   | 1,401   |                  |   | 1,381   |  |   | 20     |  
|                                          |  |                   |         |                  |   |         |  |   |        |  
|Total loans                               |  |                   | 485,911 |                  |   | 438,752 |  |   | 47,159 |  
|Less:                                     |  |                   |         |                  |   |         |  |   |        |  
|Unearned discount                         |  |                   | 919     |                  |   | 733     |  |   | 186    |  
|                                          |  |                   |         |                  |   |         |  |   |        |  
|Total loans, net of the unearned discount |  | $                 | 484,992 |                  | $ | 438,019 |  | $ | 46,973 |  
|                                          |  |                   |         |                  |   |         |  |   |        |  



Commercial and
industrial loans increased from $83,315,000 at December 31, 2004 to $85,304,000 at September 30, 2005. Increased commercial loan production in BancTrusts newer markets primarily accounted for this increase.



Total real estate loans increased $46,773,000 to $354,136,000 at
September 30, 2005 from $307,363,000 at December 31, 2004. Specifically, commercial real estate loans increased $41,058,000 from $224,327,000 at December 31, 2004 to $265,385,000 at September 30, 2005, while residential real
estate loans increased $5,715,000 to $88,751,000 from $83,036,000 for the same period. The increase in commercial real estate loans primarily occurred in BancTrusts newer markets where economic activity has been generally more significant than
in other markets.



Personal loans decreased from $46,693,000 at
December 31, 2004 to $45,069,000 at September 30, 2005. Both increased competition from alternative sources of credit and an increased level in denials of personal loan applications were the primary causes of the decrease in the personal
loan portfolio. Alternative sources of credit primarily include credit cards and finance companies.



Allowance for Loan Losses



Managements estimate of uncollectible amounts within BancTrusts loan portfolio is represented by the allowance for loan losses. The allowance for loan losses is established through charges against earnings in the form of a
provision for loan losses. A loan is charged against the allowance for loan losses when management determines that it is probable that BancTrust will not recover the entire loan balance, either through repayment by the customer or from collateral
proceeds. Should a loan that has been charged off be recovered, either partially or entirely, it is credited back to the allowance. Periodic reviews of the loan portfolio that include analysis of such factors as current and expected economic
conditions, historical loss experience and levels of non-accruing loans and delinquencies, determine the appropriate level at which to maintain the allowance for loan losses. Because the allowance is based on assumptions and subjective judgments, it
is not necessarily reflective of the charge-offs that may ultimately occur.



11



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Management monitors and evaluates all loans in an effort to identify those which currently possess, or
otherwise indicate characteristics of weakness, potential weakness or non-conformity with their original terms. A loan is evaluated in light of its performance against its original stated terms, the fair market value of the collateral securing the
loan, known or anticipated economic events and or trends, and the on-going credit worthiness of the borrower and any guarantors. If when a loan is evaluated, there is determined to be a deficiency (or deficiencies) in any of the aforementioned
areas, the loan is added to a list of loans which are subject to heightened scrutiny, and for which additional loss reserves are maintained, depending on the magnitude of the deficiencies. The loan continues to be monitored closely, which may
include modifications through negotiations with the borrower. Such modifications may include, but are not limited to, the assignment of additional collateral, the modification of repayment terms and the procurement of a guarantor(s). Only after the
loan has been paid back in full, or performs in a favorable manner for a sustained period of time with all identified deficiencies having been duly discharged and documented, will the loan no longer receive the exceptionally close and frequent
monitoring previously described.



Using input from
BancTrusts credit risk identification processes, BancTrusts credit administration personnel analyze and validate the loan loss reserve methodology at least quarterly. The analyses include specific allowances for individual loans and
general allowances for certain pools of loans. The credit administration personnel along with senior management review and ensure the methodology is appropriate and that all risk elements have been assessed in order to determine the appropriate
level of allowance for the inherent losses in the loan portfolio at each quarter end.



The first area of the allowance for loan losses analysis involves the calculation of specific allowances for individual impaired loans as required by SFAS 114 and 118. In addition, BancTrust requires that a broad
group of loans be analyzed for impairment each quarter (this includes all loans of $500,000 and over that have internal risk ratings below a predetermined classification level). The credit administration area validates all impairment testing and
validates the reserve allocations for all impaired loans each quarter. Reserves associated with these activities are based on a thorough analysis of the most probable sources of repayment which is normally the liquidation of collateral, but also
includes discounted future cash flows or the market value of the loan itself.



The second reserve area is the general allowance for loan pools assessed by applying loan loss allowance factors to groups of loans within the portfolio that have similar characteristics. This part of the methodology
is governed by SFAS 5. The general allowance factors are based upon recent and historical charge-off experience and are typically applied to the portfolio by loan type. Historical loss analyses provide the basis for factors used for homogenous pools
of smaller loans, such as residential real estate and other consumer loan categories which are not evaluated based on individual risk ratings but almost entirely based on historical losses. The statistics used in this analysis of this second reserve
element are adjusted quarterly based on loss trends and risk rating migrations.



At September 30, 2005, BancTrusts allowance for loan losses had a balance of $7,142,000, compared to $9,043,000 at December 31, 2004. The ratio of the allowance to total loans, net of the unearned
discount, was 1.47% and 2.06% at September 30, 2005 and December 31, 2004, respectively. As a percentage of total loans, net of the unearned discount, non-accruing loans decreased to .17% at September 30, 2005, compared to .48% at
December 31, 2004. The coverage of the allowance to non-accruing loans was 8.43X and 4.26X at September 30, 2005 and December 31, 2004, respectively.



Loans requiring special attention because of potential weakness (special attention loans) decreased to
$19,980,000 at September 30, 2005 from $44,332,000 at December 31, 2004. This reduction is due in part to intensive efforts by management to reduce special attention loans. Special attention loans are comprised of those loans classified as
substandard or doubtful, within the classification processes used by BancTrust in its loan review function. At September 30, 2005, approximately $2,047,000 of the $7,142,000 allowance for loan losses was allocated to
special attention loans. The following table indicates the loan charge off and recovery activity of BancTrust for the three and nine months ended September 30, 2005 and 2004.



12



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|                                           |  |                                |      |   |                                |   |       |      |  |   |        |   |  |   |       |  
|------------------------------------------ |  | ------------------------------ | ---- | - | ------------------------------ | - | ----- | ---- |  | - | ------ | - |  | - | ----- | -
|                                           |  | Three MonthsEndedSeptember 30, |      |   | Nine Months EndedSeptember 30, |  
|                                           |  | (unaudited)                    |      |   | (unaudited)                    |  
|                                           |  | 2005                           |      |   | 2004                           |   |       | 2005 |  |   | 2004   |  
|                                           |  |                                |      |   | (In Thousands)                 |   |       |      | 
|Loans charged-off                          |  | $                              | 399  |   |                                | $ | 1,246 |      |  | $ | 2,532  |   |  | $ | 1,885 |  
|Recoveries of loans previously charged off |  |                                | (283 | ) |                                |   | (324  | )    |  |   | (1,112 | ) |  |   | (723  | )
|                                           |  |                                |      |   |                                |   |       |      |  |   |        |   |  |   |       |  
|Net loans charged-off                      |  | $                              | 116  |   |                                | $ | 922   |      |  | $ | 1,420  |   |  | $ | 1,162 |  
|                                           |  |                                |      |   |                                |   |       |      |  |   |        |   |  |   |       |  



Deposits



Total deposits at September 30, 2005 were $682,611,000, representing a
$16,958,000 increase from the December 31, 2004 total of $665,653,000. The majority of this increase came in interest bearing deposits, having increased from $587,012,000 at December 31, 2004 to $597,916,000 at September 30, 2005.
Time deposits increased from $299,432,000 at December 31, 2004 to $331,873,000 at September 30, 2005, while interest bearing transaction and savings accounts decreased from $287,580,000 to $266,044,000 between the same two dates
respectively. Noninterest bearing deposits increased from $78,641,000 at December 31, 2004 to $84,695,000 at September 30, 2005.



Included in time deposits at September 30, 2005 was $20,694,000 of brokered deposits, compared to $20,277,000 at December 31, 2004. Brokered
deposits are more likely to be withdrawn from BancTrust upon maturity than other more traditional types of deposits. These deposits are fully insured by the Federal Deposit Insurance Corporation and are deployed by management to meet short-term
funding needs.



Liquidity



Liquidity describes BancTrusts ability to meet its needs for cash.
Those needs primarily include lending, withdrawal demands of customers and the payment of operating expenses.



Liquidity management is crucial in ensuring that BancTrust is able to conduct its day-to-day business. Without proper liquidity management, BancTrust
would be restricted in its activities as a financial institution, including its ability to meet the needs of the communities it serves.



Typically, increasing the liquidity of BancTrust would serve to reduce its profits as a result of reduced earnings from assets with shorter maturities.
Estimating liquidity needs is made more complex by the fact that certain balance sheet components are, by nature, more controllable by management than others. For example, the maturity frequency of the securities portfolio is generally manageable at
the time investment decisions are made. However, deposits flowing into and out of BancTrust are much less predictable and controllable by management. Monitoring liquidity needs and the changing relationships between certain balance sheet components
is the responsibility of BancTrusts Asset Liability Committee (ALCO) (see  Interest Rate Risk).



The asset items that are BancTrusts primary sources of liquidity are cash and cash equivalents (see - Cash and Cash Equivalents).
Also, the asset base provides liquidity through interest and fee income on loans, loan repayments and the maturity or sales of other earning assets, including securities. BancTrusts securities are generally high grade, marketable securities.
At September 30, 2005, the entire investment securities portfolio of BancTrust was classified as available-for-sale (see - Investments).



The liability base provides liquidity through deposit growth, the rollover of maturing deposits and accessibility to external sources of funds,
(borrowed funds). Borrowed funds totaled $38,062,000 at September 30, 2005, compared to $48,313,000 at December 31, 2004. Loan maturities and scheduled paydowns accounted for the majority of this decrease in borrowed funds.



13



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BancTrust has several available sources from which to borrow funds. The predominant source of borrowed
funds utilized by BancTrust is the Federal Home Loan Bank of Atlanta (FHLB). At September 30, 2005, BancTrust had borrowed from FHLB, $37,250,000. When combined with approximately $18,500,000 of guarantees on commercial letters of
credit provided by the FHLB, BancTrust had approximately $55,750,000 of active credit facilities at the FHLB on September 30, 2005. Total credit facilities available to BancTrust at the FHLB were approximately $65,500,000 on September 30,
2005. BancTrust had unused federal funds lines of credit with correspondent financial institutions of approximately $49,000,000 at September 30, 2005.



Stockholders Equity and Regulatory Capital



At September 30, 2005, total stockholders equity totaled $81,653,000 compared to $75,042,000 at December 31, 2004. This change represents
an increase of $6,611,000. Year-to-date net income of $5,096,000 and the issuance of common stock in the amount of $5,048,000 (see Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds) increased stockholders equity,
while the following decreased stockholders equity: dividends declared and paid - $1,907,000, decrease in accumulated other comprehensive income, net of tax of $1,535,000 and purchase of treasury stock - $91,000.



Risk-based capital regulations require all bank holding companies and banks
to achieve and maintain a minimum total capital to risk based assets ratio of 8%, at least half of which must be in the form of Tier 1 capital (consisting of stockholders equity less goodwill, other qualifying intangible assets and allowance
for loan losses). The following table indicates the risk-based capital ratios of BancTrust and Peoples Bank at September 30, 2005.



|                                             |  |                                                                     |         |  |              |   |  |   |         |  |       |  
|-------------------------------------------- |  | ------------------------------------------------------------------- | ------- |  | ------------ | - |  | - | ------- |  | ----- | -
|                                             |  | Risk-Based Capital Ratios & Leverage RatiosAs of September 30, 2005 |        
|                                             |  | Dollars in Thousands                                                |        
|                                             |  | BancTrust                                                           |         |  | Peoples Bank |  
|RISK-BASED CAPITAL RATIOS                    |  |                                                                     |         |  |              |   |  |  
|Tier 1 Capital                               |  | $                                                                   | 77,582  |  | 13.49        | % |  | $ | 71,799  |  | 12.50 | %
|Tier 1 Capital  Minimum Required            |  |                                                                     | 23,013  |  | 4.00         | % |  |   | 22,983  |  | 4.00  | %
|                                             |  |                                                                     |         |  |              |   |  |   |         |  |       |  
|Excess                                       |  | $                                                                   | 54,569  |  | 9.49         | % |  | $ | 48,816  |  | 8.50  | %
|                                             |  |                                                                     |         | 
|Total Capital                                |  | $                                                                   | 84,730  |  | 14.73        | % |  | $ | 78,947  |  | 13.74 | %
|Total Capital  Minimum Required             |  |                                                                     | 46,025  |  | 8.00         | % |  |   | 45,966  |  | 8.00  | %
|                                             |  |                                                                     |         |  |              |   |  |   |         |  |       |  
|Excess                                       |  | $                                                                   | 38,705  |  | 6.73         | % |  | $ | 32,981  |  | 5.74  | %
|                                             |  |                                                                     |         | 
|Net risk-weighted assets                     |  | $                                                                   | 575,313 |  |              |   |  | $ | 574,581 |  |       |  
|                                             |  |                                                                     |         | 
|LEVERAGE RATIOS                              |  |                                                                     |         |  |              |   |  |   |         |  |       |  
|Total Tier 1 Capital                         |  | $                                                                   | 77,582  |  | 10.00        | % |  | $ | 71,799  |  | 9.25  | %
|Minimum Leverage Requirement                 |  |                                                                     | 31,040  |  | 4.00         | % |  |   | 31,040  |  | 4.00  | %
|                                             |  |                                                                     |         |  |              |   |  |   |         |  |       |  
|Excess                                       |  | $                                                                   | 46,542  |  | 6.00         | % |  | $ | 40,759  |  | 5.25  | %
|                                             |  |                                                                     |         | 
|Average Total Assets, Net of all intangibles |  | $                                                                   | 776,004 |  |              |   |  | $ | 776,004 |  |       |  



14



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Interest Rate Risk



The profitability of most financial institutions, including BancTrust, is greatly dependent on net interest income. Given this, management believes
changes in interest rates impact BancTrusts profitability to a greater extent than the effects of general inflation levels. Interest rates do not always move with the same magnitude, or in the same direction, as inflation. When
interest-earning assets are repricing to market rate levels at a different pace than interest-bearing liabilities, net interest income is affected either positively or negatively, depending on the direction market rates are moving. When interest
rates are volatile, liquidity and maturity of BancTrusts assets and liabilities is crucial in maintaining desired performance levels. Interest rates are highly sensitive to many factors, including Federal Reserve monetary policies and domestic
and international political conditions such as inflation, recession, unemployment, money supply and government borrowing. Other factors beyond managements control may also affect interest rates. Management is unable to predict the future of
interest rate movements; therefore, management attempts to strike a relative balance between rate sensitive assets and liabilities. This strategy is designed to protect BancTrusts profitability against radical shifts in interest rate levels.



The process of measuring, compiling and analyzing the maturity
and repricing dynamics of interest sensitive assets and interest sensitive liabilities is referred to as, asset liability management (ALM). BancTrust has established an ALCO (seeLiquidity), consisting
of executive management and the Principal Accounting Officer. The ALCO is responsible for ensuring that the relationship of interest sensitive assets and liabilities, as defined by their respective maturity and repricing characteristics, does not
become so mismatched as to expose BancTrust to unacceptable levels of risk in the areas of equity capital valuation, earnings or liquidity. ALCO achieves its objectives via regular meetings where various data relating to specific liquidity and
interest rate issues are presented and discussed. At least quarterly, ALCO utilizes an interest rate risk computer model which compiles the detailed repricing and maturity characteristics of BancTrusts interest sensitive instruments (both
assets and liabilities), and produces various reports and supporting detail, which indicate BancTrusts overall interest rate risk status.



RESULTS OF OPERATIONS



Three Months Ended September 30, 2005 Compared to Three Months Ended September 30, 2004.



Like many financial institutions, the profitability of BancTrust is largely dependent on the net interest income it is able
to generate. Simply stated, net interest income is the difference between the interest earned on loans and investments (interest earning assets), and the interest expense paid on deposits and borrowings (interest bearing
liabilities).



Interest earning assets produced
$10,843,000 of interest income in the three months ended September 30, 2005 (the 2005 quarter) and $9,115,000 of interest income in the three months ended September 30, 2004 (the 2004 quarter). These assets earned
an average annual yield of 5.87% on average volume of $732,373,000 in the 2005 quarter compared to 5.06% on average volume of $714,337,000 in the 2004 quarter.



Interest income earned on investment securities in the 2005 quarter totaled $2,193,000, compared to $2,079,000 in the 2004 quarter. The investment
securities portfolio earned an average annual yield of 3.66% on average volume of $237,602,000 in the 2005 quarter, and 3.55% on average volume of $232,192,000 in the 2004 quarter. Increases in overall market interest rates between the two periods
contributed to the increase in average yields.



Interest and
fee income earned on loans totaled $8,403,000 in the 2005 quarter and $6,873,000 in the 2004 quarter. This increase in interest income was attributed to increases in both the average annual yield earned and the average volume on the loan portfolio
between the two periods. In the 2005 quarter, the loan portfolio earned an average annual yield of 7.10% compared to 6.21% in the 2004 quarter. Market interest rates increased between the 2004 and 2005 quarters, thereby contributing to the increase
in the average annual yield earned on the loan portfolio. The average volume of the loan portfolio increased on higher levels of loan production in certain of BancTrusts markets between the two periods.



15



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In the 2005 quarter, interest and fee income on real estate loans totaled $6,108,000 compared to
$4,820,000 in the 2004 quarter. In the 2005 quarter, real estate loans earned an average annual yield of 7.06% on average volume of $343,382,000 and 6.30% on average volume of $303,701,000 in the 2004 quarter. Overall market interest rates increased
between the 2004 and 2005 quarters, thus contributing to the increase in average annual yield earned on the real estate loan portfolio. Growth in the commercial real estate loan portfolio between the quarters contributed to the increase in the
average balance of the overall real estate loan portfolio.



Interest and fee income on commercial and industrial loans totaled $1,363,000 in the 2005 quarter, and $1,042,000 in the 2004 quarter. The commercial and industrial loan portfolio yielded 6.54% on average volume of $82,677,000 in the 2005
quarter, and 5.07% on average volume of $81,595,000 in the 2004 quarter. Increases in market rates of interest contributed to the increase in average annual yield between the two periods.



Interest and fee income on personal loans totaled $933,000 and $1,012,000 for the 2005 and 2004 quarters, respectively. This
decrease was primarily the result of a decline in the average volume of the personal loan portfolio, as the average annual yield earned increased between the two periods. In the 2005 quarter, personal loans earned an average annual yield of 8.44% on
average volume of $43,844,000. In the 2004 quarter, personal loans earned an average annual yield of 7.42% on average volume of $54,161,000. Increases in market interest rates contributed to the higher average annual yield earned on the personal
loan portfolio between the two periods. BancTrust significantly curtailed the operations of its consumer finance subsidiary in late 2004, halting consumer loan originations. The cessation of loan originations by the consumer finance subsidiary
contributed to the decrease in the average volume between the two quarters.



Interest expense on interest bearing deposits in the 2005 quarter totaled $3,524,000, compared to $2,311,000 in the 2004 quarter. Increases in both the average annual rate of interest paid as well as in the average
volume contributed to the increase in interest on expense on these deposits between the two periods. Average interest bearing deposits increased in the 2005 quarter to $584,963,000 from $572,446,000 in the 2004 quarter. The average annual rate of
interest paid on interest bearing deposits in the 2005 quarter was 2.39%, compared to 1.60% in the 2004 quarter. Increases in market interest rates contributed significantly to the increase in the average annual cost of these deposits between the
two periods.



Interest expense on borrowed funds totaled
$508,000 in the 2005 quarter and $591,000 in the 2004 quarter. In the 2005 and 2004 quarters, the average annual rate of interest paid on borrowed funds was 5.30% and 4.83%, respectively. The average volume of borrowed funds for the 2005 and 2004
quarters was $38,059,000 and $48,551,000, respectively. As market rates of interest increased, FHLB advances with adjustable interest rates repriced accordingly, contributing to the increase in the average annual rate of interest paid on borrowed
funds. FHLB advance repayments primarily accounted for the decrease in the average volume of borrowed funds between the two quarters.



The resulting net interest income for the 2005 quarter totaled $6,811,000, compared to $6,213,000 for the 2004 quarter. When expressed as an average
annual rate, net interest income as a percent of average earning assets is referred to as the net interest margin. The net interest margin for the 2005 quarter was 3.69%, compared to 3.45% for the 2004 quarter.



Typically, the provision for loan losses has the effect of reducing income,
as it represents charges against income in the form of necessary additions to the allowance for loan losses during a given period (see Allowance for Loan Losses). In the 2005 quarter, provision for loan losses was ($26,000), and
had an increasing effect on income, compared to $0 provision for loan losses in the 2004 quarter. As overall credit quality continued to improve through both the 2005 and 2004 quarters, BancTrusts loan review analyses indicated that either
reductions, or no adjustments at all to the allowance for loan losses were warranted via provision for loan losses. Therefore, the allowance for loan losses was reduced in the 2005 quarter via credits to provision for loan losses, while in the 2004
quarter no such adjustments were necessary, either positive or negative.



Deposit service charges totaled $1,461,000 in the 2005 quarter, and $1,245,000 in the 2004 quarter. In May of 2005, BancTrust introduced a fee based deposit account protection initiative to its customer base, which
was the primary reason for the increase in deposit service charges between the two periods.



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BancTrust did not realize gains, or losses on securities sales in the 2005 quarter as securities trading
activity was minimal. In the 2004 quarter, gains on securities totaled $210,000. As market interest rates increase, the market values of fixed rate debt instruments tend to decline. Consequently, fewer opportunities exist for gains to be realized
when these instruments are sold. Such was the case with BancTrust in the 2005 quarter compared to the 2004 quarter, thereby accounting for the reduction in realized gains on sales of securities.



Other noninterest income totaled $877,000 in the 2005 quarter and $782,000 in
the 2004 quarter. Increases in income generated by BancTrusts retail brokerage and insurance activities, as well as in transaction fees received from point of sale payment processors, were the primary reasons for this increase in other
noninterest income between the two periods.



Salaries and
benefits expense increased from $3,510,000 in the 2004 quarter to $3,615,000 in the 2005 quarter. BancTrust continued to increase its presence in newer markets with additional personnel, thereby accounting for the majority of the increase between
the two quarters.



Premises and fixed assets expense increased
slightly from $1,240,000 in the 2004 quarter to $1,289,000 in the 2005 quarter. The primary factors in this increase were expenses associated with BancTrusts newly renovated operations center, and loan production offices located in new
markets.



Other noninterest expense decreased slightly from
$1,655,000 in the 2004 quarter to $1,621,000 in the 2005 quarter.



The provision for income taxes totaled $600,000 in the 2005 quarter and $272,000 in the 2004 quarter. As a percentage of income before income taxes, the provision for income taxes equaled 22.6% in the 2005 quarter and 13.3% in YTD 2004.
This increase is primarily attributable to the 2004 quarter containing adjustments to deferred income tax assets and liabilities that were not necessary in the 2005 quarter.



Nine Months ended September 30, 2005 Compared to Nine Months ended September 30, 2004.



Interest earning assets produced $30,757,000 of interest income in the Nine
Months ended September 30, 2005 (YTD 2005) and $27,372,000 of interest income in the Nine Months ended September 30, 2004 (YTD 2004). These assets earned an average annual yield of 5.66% on average volume of
$726,250,000 in YTD 2005 compared to 5.06% on average volume of $720,246,000 in YTD 2004.



Interest income earned on investment securities in YTD 2005 totaled $6,716,000, compared to $6,008,000 in YTD 2004. The investment securities portfolio earned an average annual yield of 3.69% on average volume of
$243,153,000 in YTD 2005, and 3.44% on average volume of $232,556,000 in YTD 2004. Increases in overall market interest rates between the two periods contributed to the increase in average yields.



Interest and fee income earned on loans totaled $23,285,000 in YTD 2005 and
$20,966,000 in YTD 2004. This increase was attributed to increases in both the average annual yield earned on and the average volume of the loan portfolio between the two periods. In YTD 2005, the loan portfolio earned an average annual yield of
6.90% on average volume of $451,324,000, compared to 6.23% on average volume of $448,164,000 in YTD 2004. Market interest rates increased between the two periods, thus contributing to the increase in the average annual yield earned on the loan
portfolio.



In YTD 2005, interest and fee income on real estate
loans totaled $16,689,000 compared to $14,116,000 in YTD 2004. In YTD 2005, real estate loans earned an average annual yield of 6.82% on average volume of $327,093,000 and 6.25% on average volume of $300,827,000 in YTD 2004. Overall market interest
rates increased between YTD 2004 and YTD 2005, thus contributing to the increase in average annual yield earned on the real estate loan portfolio. Growth in the commercial real estate loan portfolio between the quarters contributed to the increase
in the average balance of the overall real estate loan portfolio.



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Interest and fee income on commercial and industrial loans totaled $3,837,000 in YTD 2005, and $3,611,000
in YTD 2004. The commercial and industrial loan portfolio yielded 6.63% on average volume of $77,355,000 in YTD 2005, and 5.07% on average volume of $94,898,000 in YTD 2004. Negative growth within the commercial and industrial loan portfolio
contributed to the decrease in average volume between the two periods, while increases in market rates of interest contributed to the increase in average annual yield.



Interest and fee income on personal loans totaled $2,759,000 and $3,240,000 for YTD 2005 and YTD 2004 respectively. This
decrease was the result of declines in both the average annual yield, and average volume of the personal loan portfolio in YTD 2005 compared to YTD 2004. In YTD 2005, personal loans earned an average annual yield of 7.87% on average volume of
$46,876,000. In YTD 2004, personal loans earned an average annual yield of 8.23% on average volume of $52,440,000. BancTrust significantly curtailed the operations of its consumer finance subsidiary in late 2004, halting consumer loan originations.
The cessation of loan originations by the consumer finance subsidiary contributed to the decrease in the average volume of the overall personal loan portfolio between the two periods.



Interest expense on interest bearing deposits in YTD 2005 totaled $9,162,000, compared to $6,604,000 in YTD 2004. The
average annual cost of interest bearing deposits in YTD 2005 increased to 2.11% compared to 1.55% in YTD 2004. Average deposits increased in YTD 2005 to $579,314,000 from $568,537,000 in YTD 2004. Increases in market interest rates contributed
significantly to the increase in the average annual cost of deposits between the two periods.



Interest expense on borrowed funds totaled $1,719,000 in YTD 2005 and $1,711,000 in YTD 2004. The average annual rate of interest paid on borrowed funds was 5.24% and 4.39% respectively in YTD 2005 and YTD 2004. The
average volume of borrowed funds in YTD 2005 totaled $43,838,000 compared to $52,135,000 YTD 2004. BancTrust repaid certain FHLB advances between YTD 2004 and YTD 2005, which bore relatively low rates of interest compared to other FHLB advances,
thus contributing to the increase in the average annual rate of interest paid between the two periods. Also, as market rates of interest increased, FHLB advances with adjustable interest rates repriced accordingly, further contributing to the
increase in the average annual rate of interest paid on borrowed funds. The aforementioned FHLB advance repayments primarily accounted for the decrease in the average volume of borrowed funds between the two quarters.



The resulting net interest income for YTD 2005 totaled $19,876,000, compared
to $19,057,000 for YTD 2004. When expressed as an average annual rate, net interest income as a percent of average earning assets is referred to as the net interest margin. The net interest margin for YTD 2005 was 3.66%, compared to
3.52% for YTD 2004.



Typically, the provision for loan losses
has the effect of reducing income, as it represents charges against income in the form of necessary additions to the allowance for loan losses during a given period (see Allowance for Loan Losses). However, such was not the case
in either YTD 2005 or YTD 2004. In YTD 2005 the provision for loan losses was ($482,000), and had an increasing effect on income, compared to ($149,000) in YTD 2004 which also had an increasing effect on income. As overall credit quality continued
to improve through both YTD 2005 and YTD 2004, BancTrusts loan review analyses indicated that reductions in its recorded allowance for loan losses were warranted. Therefore, the allowance for loan losses was reduced in each of YTD 2005 and YTD
2004 via credits to provision for loan losses, to levels consistent with BancTrusts loan review analyses.



Deposit service charges totaled $3,863,000 in YTD 2005, and $3,640,000 in YTD 2004. This increase reverses a downward trend in deposit service charge
income that BancTrust had been experiencing in recent periods. In May of 2005, BancTrust introduced a fee based deposit account protection initiative to its customer base, which is credited with reversing the aforementioned downward trend in deposit
service charge income.



Gains on securities in YTD 2005 totaled
$14,000, compared to $699,000 in YTD 2004. During YTD 2005, securities trading activity was minimal, contributing to the significant decrease in gains on securities between the two periods. Additionally, as market interest rates increase, the market
values of fixed rate debt instruments tend to decline. Consequently, fewer opportunities exist for gains to be realized when these instruments are sold. Such was the case with BancTrust in YTD 2005 compared to YTD 2004, thereby further contributing
to the reduction in realized gains on sales of securities.



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Other noninterest income totaled $2,832,000 in YTD 2005 and $2,690,000 in YTD 2004. Increases in fee
income generated by BancTrusts retail brokerage and insurance activities, as well as in transaction fees received from point of sale payment processors, were the primary reasons for this increase in other noninterest income between the two
periods.



Salaries and benefits expense increased from
$10,292,000 in YTD 2004 to $10,872,000 in YTD 2005. BancTrust continued to increase its presence in newer markets with additional personnel, thereby accounting for the majority of the increase between the two quarters.



Premises and fixed assets expense increased from $3,619,000 in YTD 2004 to
$3,869,000 in YTD 2005. The primary factors in this increase were expenses associated with BancTrusts newly renovated operations center, and loan production offices located in new markets.



Other noninterest expense decreased from $6,227,000 in YTD 2004 to $5,453,000
in YTD 2005. This decrease was primarily accounted for in BancTrust having realized a loss of $551,000 on the sale of a commercial real estate loan in the 2004 quarter, as well as $266,000 of losses on sales of other real estate owned in the same
period. In YTD 2005, BancTrust realized only $16,000 of losses on sales of other real estate owned, and no losses on sales of loans.



The provision for income taxes totaled $1,777,000 in YTD 2005 and $1,427,000 in YTD 2004. As a percentage of income before income taxes, the provision for
income taxes equaled 25.9% in YTD 2005 and 23.4% in YTD 2004. This increase is primarily attributable to YTD 2004 containing adjustments to deferred income tax assets and liabilities that were not necessary in YTD 2005.



IMPACT OF NEW ACCOUNTING STANDARDS



See Notes to the Unaudited Condensed Consolidated Financial Statements.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



Interest sensitivity is one measure of the vulnerability
of earnings to changes in the general level of interest rates. Whenever interest-earning assets reprice to market interest rates at a different pace than interest-bearing liabilities, net interest income performance will be affected favorably or
unfavorably, depending on the whether or not market interest rates are in a state of decline or rise. Management is unable to predict future changes in market rates and their impact on BancTrusts profitability. Management believes that the
current relationship of interest-earning assets to interest-bearing liabilities provides adequate protection against any potential negative impact arising from changes in market rates of interest.



Item 4. Controls and Procedures



BancTrust carried out an evaluation, under the supervision and with the
participation of its chief executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures as of September 30, 2005, pursuant to Rule 13a  15(b) of the Securities
Exchange Act of 1934. Based on this evaluation, BancTrusts chief executive officer and chief financial officer concluded that BancTrusts disclosure controls and procedures, as designed and implemented, are effective in timely alerting
them to material information required to be included in its periodic SEC reports. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.



In addition, BancTrust reviewed its internal controls. There has been no change in BancTrusts internal control over financial reporting during the
last fiscal quarter that has materially affected, or is reasonably likely to materially affect, BancTrusts internal controls over financial reporting.



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PART II  OTHER INFORMATION



Item 5. Other Information



On November 9, 2005, BancTrust and its President and Chief Executive Officer (the Executive) executed a supplement to the Employment Term
Sheet of the Executive. The supplement modifies paragraph 9 of the original Employment Term Sheet regarding death benefits payable by BancTrust upon the death of the Executive. The supplement provides that any such death benefits will be offset by
proceeds from life insurance policies provided by BancTrust which are payable at the Executives death to his named beneficiaries.



Item 6. Exhibits



|                 |  |                                                                                                                                                                           
|---------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. 31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes  Oxley Act of 2002                                                                      
|                 | 
|Exhibit No. 31.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes  Oxley Act of 2002                                                                      
|                 | 
|Exhibit No. 32.1 |  | Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002



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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, thereunto duly authorized.



|                        |  |                                                     
|----------------------- |  | ----------------------------------------------------
|                        |  | The Peoples BancTrust Company, Inc.                 
|                        | 
|Date: November 14, 2005 |  | /s/ Walter A. Parrent                               
|                        |  | Walter A. Parrent                                   
|                        |  | President and Chief Executive Officer               
|                        | 
|Date: November 14, 2005 |  | /s/ Andrew C. Bearden, Jr.                          
|                        |  | Andrew C. Bearden, Jr.                              
|                        |  | Executive Vice President and Chief Financial Officer
|                        | 
|Date: November 14, 2005 |  | /s/ Thomas P. Wilbourne                             
|                        |  | Thomas P. Wilbourne                                 
|                        |  | Vice President and Principal Accounting Officer     



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