**SECURITIES
AND EXCHANGE COMMISSION**


**Washington,
D.C. 20549**


**Form
10-QSB**








x
    QUARTERLY
      REPORT UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
quarterly period ended March
31, 2005





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





For the
transition period from _______ to _______




Commission
File Number: 000 -25345





**Community
Capital Bancshares, Inc.**


(Exact
name of registrant as specified in its charter)





Georgia
    
    58-2413468(State
      or other jurisdiction ofIncorporation
      or organization)
    
    (IRS
      Employer Identification
      No.)





P.O.
Drawer 71269, Albany, Georgia 31708


(Address
of principal executive offices)





(229)
446-2265


(Registrant's
telephone number, including area code)





Not
Applicable


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes 
x No 
o








**APPLICABLE
ONLY TO CORPORATE ISSUERS:**





Indicate
the number of shares outstanding of each of the issuer's classes of common stock
as of March 31, 2005: 2,908,840 shares





Transitional
Small Business Disclosure Format (check one):


Yes 
o No 
x
















**PART
      I - FINANCIAL INFORMATION**
    Page
      No.ITEM 1.     Financial
      StatementsConsolidated balance sheets (unaudited) as of December 31,
      2004 and March 31, 2005
    3Consolidated statement of operations (unaudited) for the three
      months ended March 31, 2004 and 2005
    4Consolidated statement of comprehensive income (unaudited)
      for the three months ended March 31, 2004 and 2005
    5Statement of cash flows (unaudited) for the three months
      ended March 31, 2004 and 2005
    6ITEM 2.     Management’s Discussion and
      Analysis of Financial Condition and results of
    operations
    10ITEM 3.      Controls and
      procedures
    13**PART II - OTHER INFORMATION**ITEM 1.     Legal
      Proceedings
    14ITEM 2.     Unregistered Sales of
      Equity Securities and Use of Proceeds
    14ITEM 3.      Defaults upon Senior
      Securities
    14ITEM 4.      Submission of Matters
      to a vote of Security Holders
    14ITEM 5.     Other
      Information
    14ITEM 6.     Exhibits and reports on Form
      8-K
    14




Table of Contents


**Community Capital Bancshares, Inc.**
      **and
      Subsidiaries****Consolidated
      Balance Sheets (unaudited)**(Dollars
      in thousands)March
      31,2005
    
    December
      31, 2004**Assets**Cash
      and due from banks
    
    $
    5,004
    
    $
    5,515Federal
      funds sold
    
    
    --
    
    
    1,363Securities
      available for sale
    
    
    41,435
    
    
    42,518Restricted
      equity securities
    
    
    2,339
    
    
    2,019Loans
    
    
    149,566
    
    
    127,185Less
      allowance for loan losses
    
    
    1,629
    
    
    1,528Loans,
      net
    
    
    147,937
    
    
    125,657Premises
      and equipment
    
    
    6,103
    
    
    6,150Goodwill
    
    
    2,334
    
    
    2,334Core
      deposit premium
    
    
    318
    
    
    330Other
      assets
    
    
    10,079
    
    
    9,404**Total
      Assets******
    
    $
    215,549
    
    $
    195,290**Liabilities
      and Shareholders'****Equity**DepositsNon-interest
      bearing
    
    $
    18,996
    
    $
    16,316Interest
      bearing
    
    
    132,008
    
    
    122,723Total
      deposits
    
    
    151,004
    
    
    139,039Other
      borrowings
    
    
    34,076
    
    
    25,153Guaranteed
      preferred beneficial interests in junior subordinated
      debentures
    
    
    4,124
    
    
    4,124Other
      liabilities
    
    
    757
    
    
    1,142**Total
      Liabilities**
    
    
    189,961
    
    
    169,458Shareholders'
      equityPreferred
      stock, par value not stated; 2,000,000 shares authorized;no
      shares issued
    
    $
    -
      -
    
    $
    -
      -Common
      stock, $1.00 par value, 10,000,000 shares authorized;2,967,761
      and 2,946,476 shares issued
    
    
    2,968
    
    
    2,946Capital
      surplus
    
    
    22,173
    
    
    22,046Retained
      earnings
    
    
    1,743
    
    
    1,589Accumulated
      other comprehensive loss
    
    
    (876
    )
    
    (329
    )Less
      cost of treasury stock, 58,921 shares
    
    
    (420
    )
    
    (420
    )**Total
      shareholders' equity**
    
    
    25,588
    
    
    25,832**Total
      Liabilities and Shareholders' Equity**
    
    $
    215,549
    
    $
    195,290




3
 Table of Contents


**Community Capital Bancshares, Inc.**
      **and
      Subsidiaries**
      **Consolidated
      Statements of Income (unaudited)**
      Three
      months ended March 31, 2005 and 2004
      (Dollars
      in thousands, except earnings per share)2005
    
    2004**Interest
      Income**Loans
    
    $
    2,367
    
    $
    2,006Investment
      securities
    
    
    462
    
    
    331Deposits
      in banks
    
    
    6
    
    
    1Federal
      funds sold
    
    
    24
    
    
    10**Total
      interest income**
    
    
    2,859
    
    
    2,348**Interest
      expense**Deposits
    
    
    701
    
    
    517Other
      borrowed money
    
    
    233
    
    
    170**Total
      interest expense**
    
    
    934
    
    
    687**Net
      interest income**
    
    
    1,925
    
    
    1,661Provision
      for loan losses
    
    
    180
    
    
    15**Net
      interest income after provision for loan losses**
    
    
    1,745
    
    
    1,646**Other
      income**Service
      charges on deposit accounts
    
    
    216
    
    
    186Financial
      service fees
    
    
    30
    
    
    21Mortgage
      origination fees
    
    
    34
    
    
    35Loss
      on sale of foreclosed properties
    
    
    --
    
    
    (51
    )Other
      operating income
    
    
    99
    
    
    34**Total
      other income**
    
    
    379
    
    
    225**Other
      expenses**Salaries
      and employee benefits
    
    
    861
    
    
    752Equipment
      and occupancy expenses
    
    
    277
    
    
    218Marketing
      expenses
    
    
    55
    
    
    55Data
      processing expenses
    
    
    146
    
    
    120Administrative
      expenses
    
    
    164
    
    
    110Legal
      and professional
    
    
    102
    
    
    56Directors
      fees
    
    
    63
    
    
    58Amortization
      of intangible assets
    
    
    12
    
    
    20Stationery
      and supply expense
    
    
    44
    
    
    42Other
      operating expenses
    
    
    93
    
    
    115**Total
      other expense**
    
    
    1,817
    
    
    1,546**Income
      before income taxes**
    
    
    307
    
    
    325Income
      tax expense
    
    
    93
    
    
    103**Net
      income**
    
    $
    214
    
    $
    222**Basic
      earnings per share**(weighted
      average shares used in calculation: 2,896,658 in 2005 and 1,714,196 in
      2004)
    
    $
    .07
    
    $
    .13**Diluted
      earnings per share**(weighted
      average shares used in calculation: 3,071,458 in 2005 and 1,924,240 in
      2004)
    
    $
    .07
    
    $
    .12







4
 Table of Contents




**Community Capital Bancshares, Inc.**
      **and
      Subsidiaries**
      **Consolidated
      Statements of Comprehensive Income (unaudited)**Three
      months ended March 31, 2005 and 2004
      (Dollars
      in thousands)2005
    
    2004**Net
      Income**
    
    $
    214
    
    $
    222Other
      comprehensive income (loss)Net
      unrealized holding gains (losses) arising during the period, net of tax
      expense (benefit) of ($282,000) in 2005 and $168,000 in
    2004.
    
    
    (547
    )
    
    331**Comprehensive
      income (loss)**
    
    $
    (333
    )
    $
    553




5
 Table of Contents




**Community Capital Bancshares, Inc.**
      **and
      Subsidiaries**
      **Consolidated
      Statements of Cash Flows (unaudited)**
      Three
      Months ended March 31, 2005 and 2004
      (Dollars
      in thousands)




2005
    
    2004**Cash
      Flows from operating activities:**Net
      income
    
    $
    214
    
    $
    222Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
    
    
    116
    
    
    98Amortization
      of core deposit premiums
    
    
    12
    
    
    31Provision
      for loan losses
    
    
    180
    
    
    15Net
      gain on sale of investments available for sale
    
    
    -
      -
    
    
    (2
    )Provision
      for deferred taxes
    
    
    11
    
    
    46(Increase)
      decrease in interest receivable
    
    
    (122
    )
    
    71Other
      operating activities
    
    
    (613
    )
    
    (1,522
    )Net
      cash used in operating activities
    
    
    (202
    )
    
    (1,041
    )**Cash
      Flows from Investing Activities:**Purchase
      of property and equipment
    
    
    (69
    )
    
    (302
    )Net
      (increase) decrease in federal funds sold
    
    
    1,363
    
    
    (11,106
    )Net
      increase in loans
    
    
    (22,460
    )
    
    (1,535
    )Proceeds
      from sales of securities available for sale
    
    
    -
      -
    
    
    3.753Proceeds
      from maturities of securities available for sale
    
    
    342
    
    
    1,466Purchase
      of securities available for sale
    
    
    (407
    )
    
    (2,012
    )Net
      increase of bank owned life insurance
    
    
    (56
    )
    
    -
      -Adjustment
      to acquisition
    
    
    -
      -
    
    
    (49
    )Net
      cash used in investing activities
    
    
    (21,287
    )
    
    (9,785
    )**Cash
      Flows from Financing Activities:**Net
      increase in deposits
    
    
    11,965
    
    
    12,318Increase
      in federal funds purchased
    
    
    3,015
    
    
    -
      -Net
      increase in other borrowings
    
    
    5,908
    
    
    1,158Dividends
      paid
    
    
    (59
    )
    
    (35
    )Proceeds
      from exercise of stock warrants
    
    
    149
    
    
    195Net
      cash provided by financing activities
    
    
    20,978
    
    
    13,636Net
      increase (decrease) in cash
    
    
    (511
    )
    
    2,810Cash
      and due from banks at beginning of period
    
    
    5,515
    
    
    4,285Cash
      and due from banks at end of period
    
    $
    5,004
    
    $
    7,095**Supplemental
      Disclosure**Cash
      paid for interest
    
    
    916
    
    $
    701Income
      taxes
    
    
    -
      -
    
    $
    30**Non-Cash
      Transaction**Unrealized
      losses on securities available for sale
    
    $
    829
    
    $
    399




6
 Table of Contents





**Community
Capital Bancshares, Inc.**


**and
Subsidiaries**


**Notes
to Financial Statements**





**Note
1.   Organization and Summary of Significant Accounting
Policies**





**Nature
of Business**





Community
Capital Bancshares, Inc. (the “Company”) is a multi-bank holding company whose
principal activity is the ownership and management of its wholly-owned bank
subsidiaries, Albany Bank and Trust, N.A, and AB & T National Bank, N. A.,
collectively referred to as “the Banks.” Albany Bank and Trust’s main office is
located in Albany, Dougherty County, Georgia, with two full service branches and
a loan production office in Albany and one full service branch in Lee County,
Georgia. AB&T National Bank’s main office is located in Dothan, Houston
County, Alabama and has a full service branch located in Auburn, Alabama. The
Banks provide a full range of banking services to individual and corporate
customers in their primary market areas of Dougherty and Lee Counties, Georgia
and Houston and Lee Counties, Alabama.





**Basis
of Presentation**





The
consolidated financial statements include the accounts of the Company and its
subsidiaries. Significant intercompany transactions and accounts are eliminated
in consolidation.





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities as of the balance sheet date and the reported
amounts of revenues and expenses during the reporting period. 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 losses, the valuation of foreclosed real estate and
deferred taxes.





The
interim financial statements included herein are unaudited but reflect all
adjustments which, in the opinion of management, are necessary for a fair
presentation of the financial position and results of operations for the interim
period presented. All such adjustments are of a normal recurring nature. The
results of operations for the period ended March 31, 2005 are not necessarily
indicative of the results of a full year’s operations, and should be read in
conjunction with the Company’s annual report as filed on Form
10-KSB.





The
accounting principles followed by the Company and the methods of applying these
principles conform with accounting principles generally accepted in the United
States of America (GAAP) and with general practices within the banking
industry.





**Income
Taxes**





Deferred
income tax assets and liabilities are determined using the balance sheet method.
Under this method, the net deferred tax asset or liability is determined based
on the tax effects of the temporary differences between the book and tax basis
of the various balance sheet assets and liabilities and gives current
recognition to changes in the tax rates and laws.


The
Company and its subsidiaries file a consolidated income tax return. Each entity
provides for income taxes based on its contribution to the income taxes
(benefits) of the consolidated group.


7
 Table of Contents





**Stock
Compensation Plans**





At March
31, 2005, the Company had two stock-based employee compensation plans, which are
described in more detail in the 2004 annual report. The Company accounts for
those plans under the recognition and measurement principles of Accounting
Principles Board (APB) Opinion No. 25, *Accounting
for Stock Issued to Employees* , and
related Interpretations. No stock-based employee compensation cost is reflected
in net income, as all options granted under those plans had an exercise price
equal to the market value of the underlying stock on the date of grant. In
addition, the FASB issued SFAS No. 148, *Accounting
for Stock-Based Compensation - Transition and Disclosure* in
December 2002. SFAS No. 148 amends SFAS No. 123, *Accounting
for Stock-Based Compensation* , to
provide alternative methods of transition for an entity that voluntarily changes
to the fair value based method of accounting for stock-based employee
compensation. It also amends the disclosure provisions of SFAS No. 123 to
require prominent disclosure about the effects on reported net income of an
entity's accounting policy decisions with respect to stock-based employee
compensation. The Company has not elected to adopt the recognition provisions of
this Statement for stock-based employee compensation and has elected to continue
with accounting methodology in Opinion No. 25 as permitted by SFAS No. 123.





The
following table illustrates the effect on net income and earnings per share if
the Company had applied the fair value recognition provisions of these
statements:




**Quarter
      Ended March 31,****2005**
    
    **2004**Net
      income, as reported
    
    **$******
    ******214,000**
    
    $
    223,000Deduct:
      Total stock-based employee compensationexpense
      determined under fair value basedmethod
      for all awards, net of related tax effects
    
    
    **(22,000**
    **)**
    
    (23,000
    )Pro
      forma net income
    
    **$******
    ******192,000**
    
    $
    200,000Earnings
      per share:Basic
      - as reported
    
    **$******
    ******.07**
    
    $
    .13Basic
      - pro forma
    
    **$******
    ******.07**
    
    $
    .11Diluted
      - as reported
    
    **$******
    ******.07**
    
    $
    .12Diluted
      - pro forma
    
    **$******
    ******.06**
    
    $
    .10


**Accounting
Standards**





In
December 2003 the American Institute of Certified Public Accountants issued
Statement of Position (“SOP”) 03-3, Accounting for Certain Loans or Debt
Securities Acquired in a Transfer.  This SOP addresses accounting for
differences between contractual cash flows and cash flows expected to be
collected from an investor’s initial investment in loans or debt securities
(loans) acquired in a transfer if those differences are attributable, at least
in part, to credit quality. It includes such loans acquired in purchase business
combinations and applies to all nongovernmental entities, including
not-for-profit organizations. This SOP does not apply to loans originated by the
entity.





8
 Table of Contents





This SOP limits the yield that may be accreted
(accretable yield) to the excess of the investor’s estimate of undiscounted
expected principal, interest, and other cash flows (cash flows expected at
acquisition to be collected) over the investor’s initial investment in the loan.
This SOP requires that the excess of contractual cash flows over cash flows
expected to be collected (nonaccretable difference) not be recognized as an
adjustment of yield, loss accrual, or valuation allowance. This SOP prohibits
investors from displaying accretable yield and nonaccretable difference in the
balance sheet. Subsequent increases in cash flows expected to be collected
generally should be recognized prospectively through adjustment of the loan’s
yield over its remaining life. Decreases in cash flows expected to be collected
should be recognized as impairment.





This SOP
prohibits “carrying over” or creation of valuation allowances in the initial
accounting of all loans acquired in a transfer that are within the scope of this
SOP. The prohibition of the valuation allowance carryover applies to the
purchase of an individual loan, a pool of loans, a group of loans, and loans
acquired in a purchase business combination.




This SOP
is effective for loans acquired in fiscal years beginning after
December 15, 2004.  The changes required by this SOP are not expected
to have a material impact on results of operations, financial position, or
liquidity of the Company.





In the
first quarter of 2005, the Financial Accounting Standards Board delayed the
effective date of Statement No. 123R, Share-Based Payment, a revision of FASB
Statement No. 123, Accounting for Stock-Based Compensation, until the beginning
of the first interim or annual reporting period that begins after December 15,
2005. This Statement applies to all awards granted or vesting after the required
effective date and to awards modified, repurchased or cancelled after that
date.







9
 Table of Contents




**Management’s Discussionand Analysis of Financial Condition and
Results of Operations**




This
discussion is intended to assist in an understanding of the Company's financial
condition and results of operations. This analysis should be read in conjunction
with the financial statements and related notes appearing in Item 1 of the March
31, 2005 Form 10-QSB and Management's Discussion and Analysis of Financial
Condition and Results of Operations appearing in the Company's Form 10-KSB for
the year ended December 31, 2004.





**Financial
Condition**





As of
March 31, 2005 the Company’s total assets were $215,549,000 representing an
increase of $20,259,000 or 10.37% from December 31, 2004. Earning assets consist
of Federal funds sold, investment securities and loans. These assets provide the
majority of the Company’s earnings. The mix of earning assets is a reflection of
management’s philosophy regarding earnings versus risk.




Federal
funds sold represent an overnight investment of funds and can be converted
immediately to cash. At March 31, 2005, the Company had no federal funds sold.
At December 31, 2004, the Company had federal funds sold of $1,363,000.




Investment
securities consist of U.S. Government and Agency securities and municipal bonds.
These investments are used to provide fixed maturities and as collateral for
advances from the Federal Home Loan Bank and large public fund deposits. During
the first quarter, investment securities decreased $1,083,000 due to maturities
of securities. All securities are classified as available for sale, and are
carried at current market values.




The loan
portfolio is the largest earning asset and is the primary source of earnings for
the Company. At March 31, 2005 net loans were $147,937,000. The loan portfolio
increased $22,280,000 or 17.73% during the first quarter. At March 31, 2005, the
allowance for loan losses was $1,629,000 or 1.09% of total loans. Management
believes this is an adequate but not excessive amount based upon the composition
of the current loan portfolio and current economic conditions. The relationship
of the allowance to total loans will vary over time based upon Management’s
evaluation of the loan portfolio. Management evaluates the adequacy of the
allowance on a monthly basis and adjusts it accordingly by a monthly charge to
earnings using the provision for loan losses. During the first quarter of 2005,
the provision for potential loan losses was $180,000 as compared to the 2004
amount of $15,000. The higher provision for the current year is the result of
new loans added to the portfolio.




Non-earning
assets consist of premises and equipment, and other assets. Premises and
equipment increased during the quarter as a result of the construction costs for
the downtown Albany branch. Other assets consist primarily of accrued interest
receivable and increased $675,000 as a result of the larger loan portfolio upon
which to accrue interest.




The
Company funds its assets primarily through deposits from customers.
Additionally, it borrows funds from other sources to provide longer term fixed
rate funding for its assets. The Company must pay interest on the majority of
these funds and attempts to price these funds competitively in the market place
but at a level that it can safely re-invest the funds profitably. At March 31,
2005, total deposits were $151,004,000 as compared to the year-end amount of
$139,039,000. This is an increase of $11,965,000 or 8.61%. During the first
quarter of 2005, the Company increased its overall deposits to fund future
growth using the current low rate environment.




10
 Table of Contents





Interest
bearing deposits are comprised of the following categories:




March
      31, 2005
    
    December
      31, 2004Interest
      bearing demand and savings
    
    $
    49,473,000
    
    $
    47,865,000Certificates
      of deposit in denominations of $100,000 or greater
    
    
    30,517,000
    
    
    27,335,000Other
      Certificates of deposit
    
    
    52,018,000
    
    
    47,523,000Total
    
    $
    132,008,000
    
    $
    122,723,000





Other
borrowings consist of Federal Home Loan Bank advances and are secured by
investment securities and loans of Albany Bank & Trust. A $6,000,000 advance
was obtained during the current quarter.




**Capital
Adequacy**




The
following table presents the Company’s regulatory capital position as of March
31, 2005.




Tier
      1 Capital to Risk Weighted Assets, actual
    
    
    17.70
    %Tier
      1 Capital minimum requirement
    
    
    4.00
    %Total
      Capital to Risk Weighted Assets, actual
    
    
    18.70
    %Total
      Capital minimum requirement
    
    
    8.00
    %Tier
      1 Leverage Ratio
    
    
    13.30
    %Tier
      1 Leverage Ratio minimum requirement
    
    
    4.00
    %





The
Company’s ratios are well above the required regulatory minimums under capital
adequacy guidelines and provide a sufficient basis to support future growth of
the Company.







**Results
of operations**




Net
income for the three months ended March 31, 2005 is $214,000 as compared to
$222,000 for the three months ended March 31, 2004.





Total
interest income increased $511,000 or 21.76% for the three months ended March
31, 2005 as compared to the same period in the previous year. This was the
result of increased interest income on loans, which increased $361,000. The
increase in income was the direct result of the larger loan portfolio in the
current year.





Interest
expense for the three months ended March 31, 2005 was $934,000, which is an
increase of $247,000 over the same period in the previous year. Although
interest-bearing liabilities increased approximately 18% over the prior year due
to additional interest-bearing deposits and Federal Home Loan Bank borrowings,
interest expense incurred on total deposits and obligations increased 35.95%.
The additional increase is a result of the increasing rate environment and the
competitive forces involved in the acquisition of deposits.





11
 Table of Contents





Net
interest income after the provision for loan losses was $1,745,000 for the three
months ended March 31, 2005 as compared to the 2004 amount of $1,646,000. This
is an increase of $99,000 or 6.01%. This increase is the combined result of the
increased level of earning assets, offset by the increase in the cost of funds
during the current year. Management is currently emphasizing a better interest
margin as opposed to the higher growth rate emphasis in previous
years.





Other
income increased $154,000 to $379,000 for the three months ended March 31, 2005.
Service charges on deposit accounts increased $30,000 or 16% due to the larger
number of deposit accounts and the additional deposits provided by the Auburn
branch. During 2004, the Bank purchased Bank-Owned Life Insurance (BOLI) which
earns non-interest income for the bank. The income provided by BOLI was $62,000
while the three months ended March 31, 2004 did not have income from BOLI. In
addition, there was a loss on sale of foreclosed properties of $51,000 during
the first quarter 2004, while no gain or loss has occurred for the first quarter
for 2005.





Non-interest
expense increased $271,000 to $1,817,000 in for the quarter ended March 31,
2005. This is an increase of 17.53%. The largest area of increase was in the
salary and employee benefits category. This expense item is $861,000 for the
first quarter of the current year as compared to the 2004 amount of $752,000.
This is an increase of $109,000 or 14.49%. The growth in this expense item is
due to the increased staffing required to properly serve the Company’s
customers, the addition of the Auburn branch staff, along with slightly higher
levels of pay during the current year.





Equipment
& Occupancy expenses increased $59,000 or 27.06% for the three months ended
March 31, 2005 from the same period in 2004. The increase is due the new
branches in Downtown Albany and Auburn, Alabama. Administrative expenses
increased $54,000 to $164,000 in the current year. The majority of this increase
is the result of expansion, which includes the downtown Albany branch and the
Auburn branch. Legal and professional increased to $102,000 from $56,000 in
2004. This increase is the result of higher audit fees and legal fees for
regulatory filings.





Diluted
earnings per share for the three months ended March 31, 2005 was $.07 compared
to $.12 in 2004, representing a decrease of $.05 per share or 41.67% from the
same period in 2004. Diluted earnings per share decreased due to a higher number
of shares outstanding as a result of a stock offering in August 2004.








**Forward-Looking
Statements**





This
document contains statements that constitute “forward-looking statements” within
the meaning of Sections 27A of the Securities Act of 1933, as amended, and
Sections 21E of the Securities Exchange Act of 1934, as amended. The words
“believe”, “estimate”, “expect”, “intend”, “anticipate” and similar expressions
and variations thereof identify certain of such forward-looking statements,
which speak only as of the dates that they were made. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise. Users are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties that the actual results may
differ materially from those indicated in the forward-looking statements as a
result of various factors. Users are therefore cautioned not to place undue
reliance on these forward-looking statements.





12
 Table of Contents





**ITEM3. CONTROLS AND PROCEDURES**





As of
March 31,2005 the Company carried out an evaluation, under the supervision and
with the participation of the Company’s management, including the Company’s
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company’s disclosure controls and procedures
pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, the
Company’s Chief Executive Officer and Chief Financial Officer concluded that the
Company’s disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company (including its consolidated
subsidiaries) that is required to be included in the Company’s periodic filings
with the Securities and Exchange Commission. There have been no changes in the
Company's internal control over financial reporting during the quarter ended
March 31, 2005 that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial
reporting.





13
 Table of Contents





**PART II**





**ITEM 1.**
    **Legal
      Proceedings**None**ITEM 2.**
    **Unregistered
      Sales of Equity Securities and Use of Proceeds**(a)None(b)    
      None(c)    
      None**ITEM 3.**
    **DEFAULTS
      UPON SENIOR SECURITIES**None**ITEM 4.**
    **Submission
      of Matters to a Vote of Security Holders**None**ITEM5.**
    **OTHER
      INFORMATION**None**Item 6.**
    **Exhibits
      and Reports on Form 8-K**




**(a)**
    **Reports
      on Form 8-K**


(1)
    Form
      8-K filed on February 1, 2005 regarding 2004 annual
    earnings.




**(b)**
    **Exhibits**


**31.1**
    Certification of the Chief Executive officer pursuant to
      Rule 13a-14(a) under the Securities exchange act of 1934, as
      amended.





**31.2**
    Certification of the Chief Financial Officer pursuant toRule 13a-14(a) under the Securities exchange act of
      1934, as amended.





**31.3**
    Certification of the Chief Executive Officer and Chief
      Financial Officer pursuant to Rule 13a-14(b) under the Securities exchange
      act of 1934, as amended.





14
 Table of Contents





**SIGNATURES**








Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.








**Community
Capital Bancshares, Inc.**







May
      13, 2005
    
    /s/
      Robert E. LeeDate
    
    Robert
      E. Lee,PresidentMay
      13, 2005
    
    /s/
      David J. BarankoDate
    
    David
      J. BarankoChief
      Financial Officer (Duly authorized officer and principal financial /
      accounting officer )




15