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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-K/A



|x | Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required)
|- | ---------------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



| ̈ | Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required)
|- | ----------------------------------------------------------------------------------------------------



For the transition period from
 to



Commission File No. 000-49789



HENRY COUNTY BANCSHARES, INC.

(Name
of Issuer as Specified in Its Charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 58-1485511                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|4806 N. Henry Boulevard Stockbridge, Georgia                   |  | 30281                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          



(770) 474-7293

Issuers Telephone Number, Including Area Code



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



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



COMMON STOCK, $2.50 PAR VALUE

(Title of Class)



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



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



Indicate by check mark whether
the registrant is an accelerated filer (as defined in Rule 126-2 of the Act) Yes x  No ̈



State the aggregate market value of the voting stock
held by nonaffiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of June 30, 2004: $125,154,470 (based on the stock price of $17.50 as of that date).



State the number of shares outstanding of each of the issuers classes
of common equity, as of the latest practicable date:



7,151,684
shares of $2.50 par value common stock as of February 8, 2005.



DOCUMENTS INCORPORATED BY REFERENCE



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



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EXPLANATORY NOTE



In November 2004, the Securities and Exchange Commission issued an exemptive
order providing companies with a market capitalization under $700 million with an extension of up to 45 days for the filing of managements report on the Companys internal controls over financial reporting and the required attestation on
those controls from our independent registered public accountants. We elected to utilize a portion of this extension period. Therefore, Henry County Bancshares, Inc. hereby amends its Annual Report on Form 10-K, filed March 16, 2005 (the
Original Filing), to include Managements Report on Internal Control Over Financial Reporting and the Report of our Independent Registered Public Accounting Firm required in Item 9A, Controls and Procedures on Form 10-K.
Except for the foregoing amendment, this Form 10-K/A does not modify or update other disclosures in, or exhibits to, the Original Filing.



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|Item 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------



Managements Report on Internal Control over Financial Reporting



The management of Henry County Bancshares, Inc., and subsidiaries is
responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system has been designed to provide reasonable assurance to the Companys management and board of directors regarding the
preparation and fair presentation of the Companys published financial statements.



All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation.



The management of Henry County
Bancshares, Inc., and subsidiaries has assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2004. To make this assessment, we used the criteria for effective internal control over financial
reporting described in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, we believe that, as of December 31, 2004, the Companys internal
control over financial reporting met those criteria.



Our
independent auditors have issued an attestation report on our assessment of the Companys internal control over financial reporting. You may find this report on page 4 of this report.



/s/ David H. GillDavid H. GillPresident and Chief Executive Officer




/s/ Thomas L. ReddingThomas L. ReddingChief Financial and Accounting Officer




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors

Henry County Bancshares, Inc. and Subsidiaries

Stockbridge, Georgia



We have audited managements assessment, included in the accompanying Managements
Report on Internal Control over Financial Reporting, that Henry County Bancshares, Inc. and subsidiaries maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal
ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Henry County Bancshares, Inc. and subsidiaries management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the companys
internal control over financial reporting based on our audit.



We conducted our
audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating
effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.



A companys internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in



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accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only inaccordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely deletion of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect
on the financial statements.



Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.



In
our opinion, managements assessment that Henry County Bancshares, Inc. and subsidiaries maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on criteria
established in Internal Control-Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion, Henry County Bancshares, Inc. and subsidiaries maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control-Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).



We have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated balance sheets of Henry County Bancshares, Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of income, comprehensive income,
stockholders equity and cash flows for each of the three years in the period ended December 31, 2004, and our report dated February 18, 2005 expressed an unqualified opinion on those consolidated financial statements.



/s/ MAULDIN & JENKINS, LLC




Atlanta, Georgia

April 15, 2005



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Part IV



|Item 15. | EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
|-------- | --------------------------------------------



|          |  |                                                                         
|--------- |  | ------------------------------------------------------------------------
|Exhibits. |  | See Exhibit Index immediately following certification on signature page.



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



|                     |  |  |  |                               |  |                   |  |                                      
|-------------------- |  |  |  | ----------------------------- |  | ----------------- |  | -------------------------------------
|                     |  |  |  | HENRY COUNTY BANCSHARES, INC.
|                     |  |  | 
|Date: April 26, 2005 |  |  |  | By:                           |  | /s/ David H. Gill
|                     |  |  |  |                               |  |                   |  | David H. Gill                        
|                     |  |  |  |                               |  |                   |  | President and Chief Executive Officer



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SIGNATURES



KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David H. Gill, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.



Pursuant to the requirements of the Securities
Act of 1934, this report has been signed by the following persons in the capacities indicated on April 26, 2005.



|                                             |  |                                             
|-------------------------------------------- |  | --------------------------------------------
|                                             | 
|PAUL J. CATES, JR.                           |  | Director                                    
|                                             | 
|/s/ H. K. Elliott, Jr.H. K. ELLIOTT, JR.     |  | Director                                    
|                                             | 
|/s/ G. R. Foster, IIIG. R. FOSTER, III       |  | Director                                    
|                                             | 
|/s/ David H. GillDAVID H. GILL               |  | President, Chief Executive Officer, Director
|                                             | 
|/s/ Edwin C. Kelley, Jr.EDWIN C. KELLEY, JR. |  | Director                                    
|                                             | 
|MARY LYNN E. LAMBERT                         |  | Director                                    
|                                             | 
|/s/ Robert O. LinchROBERT O. LINCH           |  | Director and Chairman of the Board          
|                                             | 
|/s/ Ronald M. TurpinRONALD M. TURPIN         |  | Director                                    
|                                             | 
|JAMES C. WAGGONER                            |  | Director                                    
|                                             | 
|/s/ Thomas L. ReddingTHOMAS L. REDDING       |  | Chief Financial and Accounting Officer      



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EXHIBIT INDEX



|            |  |                                                                                                     
|----------- |  | ----------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                         
|            | 
|24.1        |  | Power of Attorney relating to this Form 10-K is set forth on the signature page of this Form 10-K/A.
|            | 
|31.1        |  | Rule 13a-14(a)/15d-14(a) Certifications of the Registrants Chief Executive Officer                 
|            | 
|31.2        |  | Rule 13a-14(a)/15d-14(a) Certifications of the Registrants Chief Financial and Accounting Officer  
|            | 
|32.1        |  | Section 1350 Certifications                                                                         



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