##### Table of Contents

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U.S. SECURITIES AND EXCHANGE
COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period endedMarch 31, 2007



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

For the transition period from  to

Commission File Number: 0-49789



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Henry County
Bancshares, Inc.

(Exact name of small business issuer as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Georgia                                                        |  | 58-1485511                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

4806 N. Henry Blvd., Stockbridge, Georgia 30281

(Address of principal executive offices)

(770) 474-7293

(Issuer's telephone number)

N/A

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



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Indicate by check mark whether the registrant (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 the past 90 days.    Yes  x    No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (see definition of accelerated filer
and large accelerated filer in Rule 12b-2 of the Exchange Act).

Large Accelerated filer ̈Accelerated filer  x    Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act of 1934).    Yes ̈No  x

State the number of shares outstanding of each of the issuer's classes of common equity, as of
May 8, 2007: 14,321,468; $2.50 par value



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##### Table of Contents

HENRY COUNTY BANCSHARES, INC AND SUBSIDIARIES

INDEX



|         |  |                                                                                                         |  |      
|-------- |  | ------------------------------------------------------------------------------------------------------- |  | -----
|         |  |                                                                                                         |  | Page 
|PART I.  |  | FINANCIAL INFORMATION                                                                                   |  |      
|         |  |                                                                                                        
|         |  | Item 1. Financial Statements                                                                            |  |      
|         |  |                                                                                                        
|         |  | Consolidated Balance Sheets- March 31, 2007 and December 31, 2006                                       |  | 3    
|         |  |                                                                                                        
|         |  | Consolidated Statements of Income and Comprehensive Income - Three Months Ended March 31, 2007 and 2006 |  | 4    
|         |  |                                                                                                        
|         |  | Consolidated Statements of Cash Flows - Three Months Ended March 31, 2007 and 2006                      |  | 5    
|         |  |                                                                                                        
|         |  | Notes to Consolidated Financial Statements                                                              |  | 6-7  
|         |  |                                                                                                        
|         |  | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations           |  | 8-15 
|         |  |                                                                                                        
|         |  | Item 3. Quantitative and Qualitative Disclosures About Market Risk                                      |  | 16-17
|         |  |                                                                                                        
|         |  | Item 4. Controls and Procedures                                                                         |  | 18   
|         |  |                                                                                                        
|PART II. |  | OTHER INFORMATION                                                                                       |  |      
|         |  |                                                                                                        
|         |  | Item 4 - Submission of Matters to a Vote of Security Holders                                            |  | 19   
|         |  |                                                                                                        
|         |  | Item 6 - Exhibits and Reports on Form 8-K                                                               |  | 19   
|         |  |                                                                                                        
|         |  | Signatures                                                                                              |  | 20   



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##### Table of Contents

PART I - FINANCIAL INFORMATION

FINANCIAL STATEMENTS

HENRY COUNTY BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

MARCH 31, 2007 AND DECEMBER 31, 2006



|                                                                                         |  |                            |             |   |                            |   |             |  
|---------------------------------------------------------------------------------------- |  | -------------------------- | ----------- | - | -------------------------- | - | ----------- | -
|                                                                                         |  | (Unaudited) March 31, 2007 |             |   | (Audited) December 31,2006 |  
|Assets                                                                                   |  |                            |             |   |                            |   |             |  
|                                                                                         |  |                           
|Cash and due from banks                                                                  |  | $                          | 20,033,608  |   |                            | $ | 18,584,790  |  
|Interest- bearing deposits in banks                                                      |  |                            | 227,261     |   |                            |   | 294,763     |  
|Federal funds sold                                                                       |  |                            | 35,700,000  |   |                            |   | 5,500,000   |  
|Securities available for sale, at fair value                                             |  |                            | 94,469,942  |   |                            |   | 84,379,359  |  
|Securities held to maturity, at cost, (fair value 2007 $4,160,728; 2006 $4,263,163)      |  |                            | 4,226,890   |   |                            |   | 4,328,339   |  
|Restricted equity securities, at cost                                                    |  |                            | 2,357,351   |   |                            |   | 2,369,651   |  
|Loans held for sale                                                                      |  |                            | 344,681     |   |                            |   | 666,066     |  
|                                                                                         |  |                           
|Loans                                                                                    |  |                            | 546,177,734 |   |                            |   | 561,646,248 |  
|Less allowance for loan losses                                                           |  |                            | 5,233,546   |   |                            |   | 5,229,838   |  
|                                                                                         |  |                            |             |   |                            |   |             |  
|Loans, net                                                                               |  |                            | 540,944,188 |   |                            |   | 556,416,410 |  
|                                                                                         |  |                           
|Premises and equipment                                                                   |  |                            | 10,211,523  |   |                            |   | 9,936,123   |  
|Other assets                                                                             |  |                            | 12,895,249  |   |                            |   | 11,835,315  |  
|                                                                                         |  |                            |             |   |                            |   |             |  
|Total assets                                                                             |  | $                          | 721,410,693 |   |                            | $ | 694,310,816 |  
|                                                                                         |  |                            |             |   |                            |   |             |  
|                                                                                         |  |                           
|Liabilities and Stockholders' Equity                                                     |  |                            |             |   |                            |   |             |  
|                                                                                         |  |                           
|Deposits                                                                                 |  |                            |             |   |                            |   |             |  
|Noninterest-bearing                                                                      |  | $                          | 71,379,778  |   |                            | $ | 77,493,610  |  
|Interest-bearing                                                                         |  |                            | 546,609,999 |   |                            |   | 517,379,804 |  
|                                                                                         |  |                            |             |   |                            |   |             |  
|Total deposits                                                                           |  |                            | 617,989,777 |   |                            |   | 594,873,414 |  
|Other borrowings                                                                         |  |                            | 24,188,358  |   |                            |   | 24,221,682  |  
|Other liabilities                                                                        |  |                            | 5,769,500   |   |                            |   | 4,017,123   |  
|                                                                                         |  |                            |             |   |                            |   |             |  
|Total liabilities                                                                        |  |                            | 647,947,635 |   |                            |   | 623,112,219 |  
|                                                                                         |  |                            |             |   |                            |   |             |  
|                                                                                         |  |                           
|Commitments and contingencies                                                            |  |                            |             |   |                            |   |             |  
|                                                                                         |  |                           
|Stockholders' equity                                                                     |  |                            |             |   |                            |   |             |  
|Common stock, par value $2.50; 30,000,000 shares authorized; 14,388,749.60 shares issued |  |                            | 35,971,874  |   |                            |   | 35,971,874  |  
|Surplus                                                                                  |  |                            | 739,560     |   |                            |   | 739,560     |  
|Retained earnings                                                                        |  |                            | 38,126,099  |   |                            |   | 35,942,063  |  
|Accumulated other comprehensive loss                                                     |  |                            | (78,874     | ) |                            |   | (159,299    | )
|Treasury stock, 67,282 shares                                                            |  |                            | (1,295,601  | ) |                            |   | (1,295,601  | )
|                                                                                         |  |                            |             |   |                            |   |             |  
|Total stockholders' equity                                                               |  |                            | 73,463,058  |   |                            |   | 71,198,597  |  
|                                                                                         |  |                            |             |   |                            |   |             |  
|Total liabilities and stockholders' equity                                               |  | $                          | 721,410,693 |   |                            | $ | 694,310,816 |  
|                                                                                         |  |                            |             |   |                            |   |             |  

See Notes to Consolidated Financial Statements.



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##### Table of Contents

HENRY COUNTY BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE
INCOME

THREE MONTHS ENDED MARCH 31, 2007 AND 2006

(Unaudited)



|                                                                                                  |  |                              |            |      |   |            |  
|------------------------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | ---- | - | ---------- | -
|                                                                                                  |  | Three Months Ended March 31, |           
|                                                                                                  |  | 2007                         |            | 2006 |  
|Interest income                                                                                   |  |                              |            |      |   |            |  
|Loans                                                                                             |  | $                            | 11,625,268 |      | $ | 10,084,609 |  
|Taxable securities                                                                                |  |                              | 1,050,097  |      |   | 612,421    |  
|Nontaxable securities                                                                             |  |                              | 89,109     |      |   | 55,147     |  
|Deposits in banks                                                                                 |  |                              | 5,237      |      |   | 4,152      |  
|Federal funds sold                                                                                |  |                              | 210,020    |      |   | 121,498    |  
|                                                                                                  |  |                              |            |      |   |            |  
|Total interest income                                                                             |  |                              | 12,979,731 |      |   | 10,877,827 |  
|                                                                                                  |  |                              |            |      |   |            |  
|Interest expense                                                                                  |  |                              |            |      |   |            |  
|Deposits                                                                                          |  |                              | 5,773,410  |      |   | 4,076,193  |  
|Other borrowings                                                                                  |  |                              | 307,895    |      |   | 236,330    |  
|                                                                                                  |  |                              |            |      |   |            |  
|Total interest expense                                                                            |  |                              | 6,081,305  |      |   | 4,312,523  |  
|                                                                                                  |  |                              |            |      |   |            |  
|                                                                                                  |  |                             
|Net interest income                                                                               |  |                              | 6,898,426  |      |   | 6,565,304  |  
|Provision for loan losses                                                                         |  |                              | 12,500     |      |   | 146,090    |  
|                                                                                                  |  |                              |            |      |   |            |  
|Net interest income after provision for loan losses                                               |  |                              | 6,885,926  |      |   | 6,419,214  |  
|                                                                                                  |  |                              |            |      |   |            |  
|Other operating income                                                                            |  |                              |            |      |   |            |  
|Service charges on deposit accounts                                                               |  |                              | 337,090    |      |   | 385,151    |  
|Other service charges and fees                                                                    |  |                              | 289,178    |      |   | 295,491    |  
|Mortgage banking income                                                                           |  |                              | 158,292    |      |   | 187,659    |  
|                                                                                                  |  |                              |            |      |   |            |  
|Total other income                                                                                |  |                              | 784,560    |      |   | 868,301    |  
|                                                                                                  |  |                              |            |      |   |            |  
|Other expenses                                                                                    |  |                              |            |      |   |            |  
|Salaries and employee benefits                                                                    |  |                              | 1,763,893  |      |   | 1,538,639  |  
|Occupancy and equipment expenses                                                                  |  |                              | 438,071    |      |   | 391,744    |  
|Other operating expenses                                                                          |  |                              | 557,697    |      |   | 519,622    |  
|                                                                                                  |  |                              |            |      |   |            |  
|Total other expenses                                                                              |  |                              | 2,759,661  |      |   | 2,450,005  |  
|                                                                                                  |  |                              |            |      |   |            |  
|Income before income taxes                                                                        |  |                              | 4,910,825  |      |   | 4,837,510  |  
|                                                                                                  |  |                             
|Income tax expense                                                                                |  |                              | 1,867,501  |      |   | 1,762,582  |  
|                                                                                                  |  |                              |            |      |   |            |  
|Net income                                                                                        |  |                              | 3,043,324  |      |   | 3,074,928  |  
|                                                                                                  |  |                              |            |      |   |            |  
|Other comprehensive gain (loss):                                                                  |  |                              |            |      |   |            |  
|Unrealized gains (losses) on securities available for sale, net of tax                            |  |                              | 80,425     |      |   | (25,018    | )
|                                                                                                  |  |                              |            |      |   |            |  
|Comprehensive income                                                                              |  | $                            | 3,123,749  |      | $ | 3,049,910  |  
|                                                                                                  |  |                              |            |      |   |            |  
|Earnings per share (weighted average shares outstanding- 14,321,468 and 14,303,368, respectively) |  | $                            | 0.21       |      | $ | 0.21       |  
|                                                                                                  |  |                              |            |      |   |            |  
|Cash dividends per share                                                                          |  | $                            | 0.06       |      | $ | 0.05       |  
|                                                                                                  |  |                              |            |      |   |            |  

See Notes to Consolidated Financial Statements.



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##### Table of Contents

HENRY COUNTY BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2007 AND 2006

(Unaudited)



|                                                                                  |  |      |             |   |      |   |             |  
|--------------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | - | ----------- | -
|                                                                                  |  | 2007 |             |   | 2006 |  
|OPERATING ACTIVITIES                                                              |  |      |             |   |      |   |             |  
|Net income                                                                        |  | $    | 3,043,324   |   |      | $ | 3,074,928   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |             |   |      |   |             |  
|Depreciation                                                                      |  |      | 149,133     |   |      |   | 150,680     |  
|Net decrease in loans held for sale                                               |  |      | 321,385     |   |      |   | 405,415     |  
|Provision for loan losses                                                         |  |      | 12,500      |   |      |   | 146,090     |  
|Increase in interest receivable                                                   |  |      | (377,824    | ) |      |   | (271,185    | )
|Decrease in interest payable                                                      |  |      | (213,481    | ) |      |   | (233,283    | )
|Net other operating activities                                                    |  |      | 1,920,538   |   |      |   | 1,775,536   |  
|                                                                                  |  |      |             |   |      |   |             |  
|Net cash provided by operating activities                                         |  |      | 4,855,575   |   |      |   | 5,048,181   |  
|                                                                                  |  |      |             |   |      |   |             |  
|                                                                                  |  |     
|INVESTING ACTIVITIES                                                              |  |      |             |   |      |   |             |  
|Purchases of securities available for sale                                        |  |      | (22,999,520 | ) |      |   | (7,674,475  | )
|Proceeds from maturities of securities available for sale                         |  |      | 13,030,792  |   |      |   | 8,693,905   |  
|Proceeds from maturities of securities held to maturity                           |  |      | 101,449     |   |      |   | 3,927       |  
|(Purchases) retirement of restricted equity securities                            |  |      | 12,300      |   |      |   | (121,000    | )
|Net increase (decrease) in federal funds sold                                     |  |      | (30,200,000 | ) |      |   | 400,000     |  
|Net decrease in interest-bearing deposits in banks                                |  |      | 67,502      |   |      |   | 231,666     |  
|Net (increase) decrease in loans                                                  |  |      | 14,781,501  |   |      |   | (21,394,520 | )
|Purchase of premises and equipment                                                |  |      | (424,533    | ) |      |   | (158,534    | )
|                                                                                  |  |      |             |   |      |   |             |  
|Net cash used in investing activities                                             |  |      | (25,630,509 | ) |      |   | (20,019,031 | )
|                                                                                  |  |      |             |   |      |   |             |  
|                                                                                  |  |     
|FINANCING ACTIVITIES                                                              |  |      |             |   |      |   |             |  
|Net increase in deposits                                                          |  |      | 23,116,363  |   |      |   | 22,406,262  |  
|Net repayments of other borrowings                                                |  |      | (33,324     | ) |      |   | (996,559    | )
|Dividends paid                                                                    |  |      | (859,287    | ) |      |   | (715,169    | )
|                                                                                  |  |      |             |   |      |   |             |  
|Net cash provided by financing activities                                         |  |      | 22,223,752  |   |      |   | 20,694,534  |  
|                                                                                  |  |      |             |   |      |   |             |  
|Net increase in cash and due from banks                                           |  |      | 1,448,818   |   |      |   | 5,723,684   |  
|Cash and due from banks, beginning of period                                      |  |      | 18,584,790  |   |      |   | 15,950,626  |  
|                                                                                  |  |      |             |   |      |   |             |  
|Cash and due from banks, end of period                                            |  | $    | 20,033,608  |   |      | $ | 21,674,310  |  
|                                                                                  |  |      |             |   |      |   |             |  
|                                                                                  |  |     
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                 |  |      |             |   |      |   |             |  
|Cash paid for:                                                                    |  |      |             |   |      |   |             |  
|Interest                                                                          |  | $    | 6,294,786   |   |      | $ | 4,545,806   |  
|                                                                                  |  |     
|Income taxes                                                                      |  | $    | 203,547     |   |      | $ | 270,923     |  
|                                                                                  |  |     
|Noncash transactions                                                              |  |      |             |   |      |   |             |  
|Other real estate acquired in settlement of loans                                 |  | $    | 678,221     |   |      | $ |            |  
|                                                                                  |  |     
|Financed sales of other real estate owned                                         |  | $    |            |   |      | $ | 169,262     |  

See Notes to Consolidated Financial Statements.



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##### Table of Contents

HENRY COUNTY BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE
1. BASIS OF PRESENTATION

The consolidated financial information for Henry County Bancshares, Inc. (the Company)
included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim period.

The results of operations for the three month period ended March 31, 2007 are not necessarily indicative of the results to be expected
for the full year.

Recent Accounting Standards

In September 2006, the FASB issued SFAS 157, Fair Value Measurements. The standard provides for guidance for using fair value to measure assets and liabilities. It defines fair value, establishes a framework
for measuring fair value under generally accepted accounting principals and expands disclosures about fair value measurement. Under the standard, fair value refers to the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants in the market in which the reporting entity transacts. It clarifies the principle that fair value should be used on the assumptions market participants would use when pricing the asset or
liability. In support of this principle, the standard establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within
the fair value hierarchy. Statement 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact the adoption of this statement could have on its financial
condition, results of operations and cash flows.

In February 2007, the FASB issued Statement No. 159, The Fair Value Option
for Financial Assets and Financial Liabilities (SFAS 159). SFAS 159 would allow the Company an irrevocable election to measure certain financial assets and liabilities at fair value, with unrealized gains and losses on the
elected items recognized in earnings at each reporting period. The fair value option may only be elected at the time of initial recognition of a financial asset or financial liability or upon the occurrence of certain specified events. The election
is applied on an instrument by instrument basis, with a few exceptions, and is applied only to entire instruments and not portions of instruments. SFAS 159 also provides expanded disclosure requirements regarding the effects of electing the fair
value option on the financial statements. SFAS 159 is effective prospectively for fiscal years beginning after November 15, 2007. The Company is currently evaluating this Statement and has not yet determined the financial assets and
liabilities, if any, for which the fair value option would be elected or the potential impact on the consolidated financial statements, if such election were made.



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##### Table of Contents

NOTE 2. SUPPLEMENTAL SEGMENT INFORMATION

The Company has two reportable segments: commercial banking and mortgage loan origination. The commercial banking segment provides traditional banking
services offered through the Bank. The mortgage loan origination segment provides mortgage loan origination services offered through First Metro.

The accounting policies of the segments are the same as those described in the footnotes to the December 31, 2006 consolidated financial statements as filed in our annual report on Form 10-K. The Company evaluates performance based on
profit and loss from operations before income taxes not including nonrecurring gains and losses.

The Company accounts for intersegment
revenues and expenses as if the revenue/expense transactions were to third parties, that is, at current market prices.

The Companys
reportable segments are strategic business units that offer different products and services. They are managed separately because each segment has different types and levels of credit and interest rate risk.



|                                           |  |                   |             |          |   |           |           |  |   |              |   |  |       |            |   |  |   |            
|------------------------------------------ |  | ----------------- | ----------- | -------- | - | --------- | --------- |  | - | ------------ | - |  | ----- | ---------- | - |  | - | -----------
|                                           |  | INDUSTRY SEGMENTS
|For the Three Months Ended March 31, 2007  |  | CommercialBanking |             | Mortgage |   |           | All Other |  |   | Eliminations |   |  | Total
|Interest income                            |  | $                 | 12,994,233  |          | $ | 4,389     |           |  | $ |             |   |  | $     | (18,891    | ) |  | $ | 12,979,731 
|Interest expense                           |  |                   | 6,085,694   |          |   | 14,502    |           |  |   |             |   |  |       | (18,891    | ) |  |   | 6,081,305  
|Net interest income (expense)              |  |                   | 6,908,539   |          |   | (10,113   | )         |  |   |             |   |  |       |           |   |  |   | 6,898,426  
|Intersegment net interest income (expense) |  |                   | 10,113      |          |   | (10,113   | )         |  |   |             |   |  |       |           |   |  |   |           
|Other revenue from external sources        |  |                   | 623,118     |          |   | 158,292   |           |  |   | 3,150        |   |  |       |           |   |  |   | 784,560    
|Intersegment other revenues                |  |                   | 6,210       |          |   | (6,210    | )         |  |   |             |   |  |       |           |   |  |   |           
|Depreciation                               |  |                   | 147,412     |          |   | 160       |           |  |   | 1,561        |   |  |       |           |   |  |   | 149,133    
|Provision for loan losses                  |  |                   | 12,500      |          |   |          |           |  |   |             |   |  |       |           |   |  |   | 12,500     
|Segment profit                             |  |                   | 4,961,767   |          |   | (33,041   | )         |  |   | (17,901      | ) |  |       |           |   |  |   | 4,910,825  
|Segment assets                             |  |                   | 722,131,062 |          |   | 1,252,744 |           |  |   | 1,125,912    |   |  |       | (3,099,025 | ) |  |   | 721,410,693
|Expenditures for premises and equipment    |  |                   | 424,533     |          |   |          |           |  |   |             |   |  |       |           |   |  |   | 424,533    

NOTE 2. SUPPLEMENTAL SEGMENT INFORMATION (Continued)



|                                           |  |                   |            |          |   |         |           |  |              |       |  |       |         |   |  |   |           
|------------------------------------------ |  | ----------------- | ---------- | -------- | - | ------- | --------- |  | ------------ | ----- |  | ----- | ------- | - |  | - | ----------
|                                           |  | INDUSTRY SEGMENTS
|For the Three Months Ended March 31, 2006  |  | CommercialBanking |            | Mortgage |   |         | All Other |  | Eliminations |       |  | Total
|Interest income                            |  | $                 | 10,893,981 |          | $ | 3,607   |           |  | $            |      |  | $     | (19,761 | ) |  | $ | 10,877,827
|Interest expense                           |  |                   | 4,316,130  |          |   | 16,154  |           |  |              |      |  |       | (19,761 | ) |  |   | 4,312,523 
|Net interest income (expense)              |  |                   | 6,577,851  |          |   | (12,547 | )         |  |              |      |  |       |        |   |  |   | 6,565,304 
|Intersegment net interest income (expense) |  |                   | 12,547     |          |   | (12,547 | )         |  |              |      |  |       |        |   |  |   |          
|Other revenue from external sources        |  |                   | 677,492    |          |   | 187,659 |           |  |              | 3,150 |  |       |        |   |  |   | 868,301   
|Intersegment other revenues                |  |                   | 6,210      |          |   | (6,210  | )         |  |              |      |  |       |        |   |  |   |          
|Depreciation                               |  |                   | 147,823    |          |   | 587     |           |  |              | 2,270 |  |       |        |   |  |   | 150,680   



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|                                        |  |             |  |           |   |  |         |   |  |            |   |  |            
|--------------------------------------- |  | ----------- |  | --------- | - |  | ------- | - |  | ---------- | - |  | -----------
|Provision for loan losses               |  | 146,090     |  |          |   |  |        |   |  |           |   |  | 146,090    
|Segment profit                          |  | 4,897,820   |  | (38,425   | ) |  | (21,885 | ) |  |           |   |  | 4,837,510  
|Segment assets                          |  | 657,068,502 |  | 1,413,756 |   |  | 908,526 |   |  | (3,143,133 | ) |  | 656,247,651
|Expenditures for premises and equipment |  | 158,534     |  |          |   |  |        |   |  |           |   |  | 158,534    



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following is managements discussion and analysis of certain significant factors which have affected the financial position and operating results of the Henry County Bancshares, Inc. and its subsidiaries, The
First State Bank and First Metro Mortgage Co., during the periods included in the accompanying consolidated financial statements.

Special Cautionary
Notice Regarding Forward Looking Statements

Certain of the statements made herein under the caption Managements Discussion and Analysis
of Financial Condition and Results of Operations (MD&A) are forward-looking statements and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or
achievements of Henry County Bancshares, Inc. to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward looking statements include statements using the words
such as may, will, anticipate, should, would, believe, contemplate, expect, estimate, continue, may,
intend, or other similar words and expressions of the future. Our actual results may differ significantly from the results we discuss in these forward-looking statements.

These forward-looking statements involve risks and uncertainties and may not be realized due to a variety of factors, including, without limitation: the effects of future economic conditions; governmental monetary and
fiscal policies, as well as legislative and regulatory changes; the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities, and other interest-sensitive assets and
liabilities; interest rate risks; the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual
funds and other financial institutions operating in the our market area and elsewhere, including institutions operating regionally, nationally, and internationally, together with such competitors offering banking products and services by mail,
telephone, computer, and the Internet.

Critical Accounting Policies

We have adopted various accounting policies which govern the application of accounting principles generally accepted in the United States in the preparation of our financial statements. Our significant accounting
policies are described in the footnotes to the consolidated financial statements at December 31, 2006 as filed in our annual report on Form 10-K.

Certain accounting policies involve significant judgments and assumptions by us which have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies.
The judgments and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Because of the nature of the judgments and assumptions we make, actual results could differ from
these judgments and estimates which could



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have a material impact on our carrying values of assets and liabilities and our results of operations.

We believe the allowance for loan losses is a critical accounting policy that requires the most significant judgments and estimates used in preparation of our
consolidated financial statements. Please see the portion of this discussion that addresses our allowance for loan losses for a description of our processes and methodology for determining our allowance for loan losses.



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Liquidity and Capital Resources

Our liquidity and capital resources are monitored on a periodic basis by management, State and Federal regulatory authorities. As determined under guidelines established by regulatory authorities and internal policy,
our liquidity ratio of 19.30% at March 31, 2007 was considered satisfactory.

At March 31, 2007, our capital ratios were in excess of the
regulatory minimum capital requirements to be classified as well-capitalized. The Board of Directors has approved the repurchase of up to $1 million of stock into treasury if it is in the best interest of the Company. The regulatory minimum capital
requirements to be classified as well-capitalized and our actual capital ratios on a consolidated and bank-only basis are as follows:



|                           |  |              |   |  |                              |   |  |       |  
|-------------------------- |  | ------------ | - |  | ---------------------------- | - |  | ----- | -
|                           |  | Actual       |   |  | MinimumRegulatoryRequirement |  
|                           |  | Consolidated |   |  | Bank                         |   | 
|Leverage capital ratios    |  | 10.49        | % |  | 10.34                        | % |  | 5.00  | %
|Risk-based capital ratios: |  |              |   |  |                              |   |  |       |  
|Tier 1 capital             |  | 12.39        |   |  | 12.22                        |   |  | 6.00  |  
|Total capital              |  | 13.27        |   |  | 13.10                        |   |  | 10.00 |  

Off-Balance Sheet Risk

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and
standby letters of credit. Such commitments involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amount recognized in the balance sheets.

Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of
those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. A summary of our commitments is as follows:



|                             |  |                |            
|---------------------------- |  | -------------- | -----------
|                             |  | March 31, 2007
|Commitments to extend credit |  | $              | 96,256,000 
|Letters of credit            |  |                | 7,725,000  
|                             |  |                |            
|                             |  | $              | 103,981,000
|                             |  |                |            

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any
condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed
necessary by us upon extension of credit, is based on our credit evaluation of the customer.



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Standby letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third
party. Those letters of credit are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Collateral is
required in instances which we deem necessary.

Financial Condition

Following is a summary of our balance sheets for the periods indicated:



|                                   |  |                        |         |                  |   |        
|---------------------------------- |  | ---------------------- | ------- | ---------------- | - | -------
|                                   |  | March 31,2007          |         | December 31,2006
|                                   |  | (Dollars in Thousands)
|Cash and due from banks            |  | $                      | 20,034  |                  | $ | 18,585 
|Interest-bearing deposits in banks |  |                        | 227     |                  |   | 295    
|Federal funds sold                 |  |                        | 35,700  |                  |   | 5,500  
|Securities                         |  |                        | 101,054 |                  |   | 91,077 
|Loans, net                         |  |                        | 540,944 |                  |   | 556,416
|Loans held for sale                |  |                        | 345     |                  |   | 666    
|Premises and equipment             |  |                        | 10,211  |                  |   | 9,936  
|Other assets                       |  |                        | 12,895  |                  |   | 11,835 
|                                   |  |                        |         |                  |   |        
|                                   |  | $                      | 721,410 |                  | $ | 694,310
|                                   |  |                        |         |                  |   |        
|                                   |  |                       
|Total deposits                     |  | $                      | 617,990 |                  | $ | 594,873
|Other borrowings                   |  |                        | 24,188  |                  |   | 24,222 
|Other liabilities                  |  |                        | 5,769   |                  |   | 4,017  
|Stockholders equity               |  |                        | 73,463  |                  |   | 71,198 
|                                   |  |                        |         |                  |   |        
|                                   |  | $                      | 721,410 |                  | $ | 694,310
|                                   |  |                        |         |                  |   |        

Our assets increased by 3.90% in the first quarter of 2007. Increases of $23.1 million in deposit growth, coupled
with net decreases of $15.4 million in loans were primarily used to fund investments in federal funds sold of $30.2 million as well as net purchases of investment securities during the first quarter of 2007 of approximately $10 million. The net
decrease of $15.4 million of loans during the first quarter of the year is attributed primarily to a $7 million loan relationship being refinanced with another financial institution. In addition, we received contractual repayments of approximately
$6 million in participation loans purchased as well as repayment of several larger commercial development loans that had reached their completion stage. The Company feels that the decreased volume in loans during the first quarter of 2007 is not
indicative of a trend and expects to see continued growth in loan demand within our market area. As a result of decreased loan volume our loan to deposit ratio, excluding loans held for sale, was 87% at March 31, 2007, compared to 93% at
December 31, 2006. Total deposits included $547 million of interest-bearing deposits at March 31, 2007 compared to $517 million at December 31, 2006. The increase in interest-bearing deposits is a result of our continued efforts to
offer competitive products to serve our customers as well as the continual development of core customer relationships. Our total equity has increased by $2.2 million year-to-date as net income of $3.0 million coupled with decreases in unrealized
losses on securities available for sale, net of tax, of $80,000 was offset by dividends paid of $859,000.



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Results of Operations For The Three Months Ended March 31, 2007 and 2006

Following is a summary of our operations for the periods indicated.



|                          |  |                              |        |      |   |       
|------------------------- |  | ---------------------------- | ------ | ---- | - | ------
|                          |  | Three Months Ended March 31,
|                          |  | 2007                         |        | 2006
|                          |  | (Dollars in Thousands)      
|Interest income           |  | $                            | 12,979 |      | $ | 10,878
|Interest expense          |  |                              | 6,081  |      |   | 4,313 
|                          |  |                              |        |      |   |       
|Net interest income       |  |                              | 6,898  |      |   | 6,565 
|Provision for loan losses |  |                              | 12     |      |   | 146   
|Other income              |  |                              | 784    |      |   | 868   
|Other expense             |  |                              | 2,760  |      |   | 2,450 
|                          |  |                              |        |      |   |       
|Pretax income             |  |                              | 4,910  |      |   | 4,837 
|Income taxes              |  |                              | 1,867  |      |   | 1,762 
|                          |  |                              |        |      |   |       
|Net income                |  | $                            | 3,043  |      | $ | 3,075 
|                          |  |                              |        |      |   |       

Our net interest income has increased by $333,000 in the first quarter of 2007 as compared to the same period in
2006. Our net yield on average interest-earning assets has decreased to 4.17% in the first quarter of 2007 as compared to 4.30% for the first quarter of 2006. The decrease in net yield on average interest-earning assets is primarily due to a higher
cost of funds. Our net yield on average interest-earning assets was 4.31% for the entire year of 2006. The yields earned on loans increased to 8.39% in the first quarter of 2007 as compared to 7.64% in the first quarter of 2006. Our net yield on
average interest-bearing liabilities increased to 4.48% in the first quarter of 2007 compared to 3.51% for the first quarter of 2006. The increase in interest expense is largely the result of the strong competition for deposits in our market area.
This is an increase of 97 basis points in cost of funds versus an increase of 75 basis points in loan yields.

The provision for loan losses for the first
quarter of 2007 was $12,500, a decrease of $133,590 from the same quarter in 2006. The decrease was primarily due to slower loan growth in the first quarter of 2007. The amounts provided are indicative of our assessment of the inherent risk in the
portfolio at March 31, 2007. The allowance for loan losses as a percentage of total net outstanding loans was .96% at March 31, 2007 and .93% at December 31, 2006. The allowance for loan losses is maintained at a level that is deemed
appropriate by management to adequately cover all known and inherent risks in the loan portfolio. Our evaluation of the loan portfolio includes a continuing review of loan loss experience, current economic conditions which may affect the
borrowers ability to repay and the underlying collateral value. Please see the information on page 15 for a further discussion of our allowance for loan losses methodology.



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The following table shows our nonperforming assets for the periods ended March 31, 2007, December 31,
2006, and March 31, 2006:



|                                                                                                         |  |                        |       |                  |   |               |  |   |      
|-------------------------------------------------------------------------------------------------------- |  | ---------------------- | ----- | ---------------- | - | ------------- |  | - | -----
|                                                                                                         |  | March 31,2007          |       | December 31,2006 |   | March 31,2006
|                                                                                                         |  | (Dollars in Thousands)
|Nonaccrual loans                                                                                         |  | $                      | 74    |                  | $ | 416           |  | $ | 1,529
|Loans contractually past due ninety days or more as to interest or principal payments and still accruing |  |                        | 4,591 |                  |   | 1,001         |  |   | 1,665
|Restructured loans                                                                                       |  |                        | 0     |                  |   | 0             |  |   | 0    
|                                                                                                         |  |                        |       |                  |   |               |  |   |      
|Total nonperforming loans                                                                                |  | $                      | 4,665 |                  | $ | 1,417         |  | $ | 3,194
|Other real estate                                                                                        |  |                        | 2,089 |                  |   | 1,411         |  |   | 25   
|                                                                                                         |  |                        |       |                  |   |               |  |   |      
|Total nonperforming assets                                                                               |  | $                      | 6,754 |                  | $ | 2,828         |  | $ | 3,219
|                                                                                                         |  |                        |       |                  |   |               |  |   |      

Nonperforming assets consist of nonaccrual loans, loans restructured due to the debtors financial
difficulties, loans past due 90 days or more as to interest or principal and still accruing, and other real estate owned, which is real estate acquired through foreclosure. Nonaccrual loans are those loans on which recognition of interest income has
been discontinued. Restructured loans generally allow for an extension of the original repayment period or a reduction or deferral of interest or principal because of deterioration in the financial position of the borrower. When management believes
there is sufficient doubt to the collectibility of principal or interest on any loan, or generally when loans are 90 days or more past due, the accrual of interest is discontinued and the loan is designated as nonaccrual, unless the loan is well
secured and in the process of collection. Interest payments received on nonaccrual loans are either applied against principal or reported as income according to managements judgment as to the collectibility of principal. Loans are returned to
an accrual status when those factors that indicated doubtful collectibility on a timely basis no longer exist. Other real estate owned is initially recorded at the lower of cost or estimated market value at the date of acquisition. A provision for
estimated losses is recorded when a subsequent decline in value occurs.

Nonperforming assets at March 31, 2007 amounted to approximately $6.7
million, or 1.23% of total loans and other real estate. This compares to approximately $2.8 million or .50% of total loans and other real estate at December 31, 2006, and $3.2 million or .60% at March 31, 2006.

The increase in nonperforming assets is primarily attributed to increases in loans past due 90 days or more and still accruing as well as an increase in other real
estate owned. The increase in loans 90 days or more and still accruing is primarily attributed to two residential development and construction loans that are fully secured by real estate and are in the process of collection. The increase in other
real estate owned during the first quarter of 2007 is primarily attributed to the foreclosure of a 1-4 family residential dwelling valued well in excess of the carrying value and that the Company is actively marketing for resale. Presently, the vast
majority of the Companys credits in the construction loan category of our portfolio continue to perform; however, management cannot predict the impact of future economic changes in our nonperforming assets. Further, the nonperforming assets
represent less than 3% of the Companys construction loan portfolio and less than 2% of the Companys total loan portfolio.



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Our policy is to discontinue the accrual of interest income when, in the opinion of management, collection of such
interest becomes doubtful. This status is accorded interest when (1) there is a significant deterioration in the financial condition of the borrower and full repayment of principal and interest is not expected and (2) the principal or
interest is more than ninety days past due, unless the loan is both well-secured and in the process of collection. Accrual of interest on such loans is resumed when, in managements judgment, the collection of interest and principal becomes
probable.

Loans classified for regulatory purposes as loss, doubtful, substandard, or special mention that have not been included in the table above do
not represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity or capital resources. These classified loans do not represent material credits about which management
is aware of any information which causes management to have serious doubts as to the ability of such borrowers to comply with the loan repayment terms.



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Information regarding certain loans and allowance for loan loss data through March 31, 2007 and 2006 is as follows:



|                                                                              |  |                             |         |   |      |   |         |  
|----------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                              |  | Three Months EndedMarch 31, |        
|                                                                              |  | 2007                        |         |   | 2006 |  
|                                                                              |  | (Dollars in Thousands)      |        
|Average amount of loans outstanding                                           |  | $                           | 556,546 |   |      | $ | 525,270 |  
|                                                                              |  |                             |         |   |      |   |         |  
|Balance of allowance for loan losses at beginning of period                   |  | $                           | 5,230   |   |      | $ | 4,972   |  
|                                                                              |  |                             |         |   |      |   |         |  
|                                                                              |  |                            
|Loans charged off                                                             |  |                             |         |   |      |   |         |  
|Real estate                                                                   |  |                             | 13      |   |      |   |        |  
|Commercial                                                                    |  |                             |        |   |      |   |        |  
|Consumer installment                                                          |  |                             |        |   |      |   | 22      |  
|                                                                              |  |                             |         |   |      |   |         |  
|                                                                              |  |                             | 13      |   |      |   | 22      |  
|                                                                              |  |                             |         |   |      |   |         |  
|                                                                              |  |                            
|Loans recovered                                                               |  |                             |         |   |      |   |         |  
|Real estate                                                                   |  |                             |        |   |      |   |        |  
|Commercial                                                                    |  |                             | 1       |   |      |   |        |  
|Consumer installment                                                          |  |                             | 3       |   |      |   | 3       |  
|                                                                              |  |                             |         |   |      |   |         |  
|                                                                              |  |                             | 4       |   |      |   | 3       |  
|                                                                              |  |                             |         |   |      |   |         |  
|Net (charge-offs)/ recoveries                                                 |  |                             | (9      | ) |      |   | (19     | )
|                                                                              |  |                             |         |   |      |   |         |  
|Additions to allowance charged to operating expense during period             |  |                             | 12      |   |      |   | 146     |  
|                                                                              |  |                             |         |   |      |   |         |  
|Balance of allowance for loan losses at end of period                         |  | $                           | 5,233   |   |      | $ | 5,099   |  
|                                                                              |  |                             |         |   |      |   |         |  
|Ratio of net loans charged off during the period to average loans outstanding |  |                             |        | % |      |   |        | %
|                                                                              |  |                             |         |   |      |   |         |  

The allowance for loan losses is maintained at a level that is deemed appropriate by us to adequately cover all
known and inherent risks in the loan portfolio. Our evaluation considers significant factors relative to the credit risk and loss exposure in the loan portfolio, including past due and classified loans, historical experience, underlying collateral
values, and current economic conditions that may affect the borrowers ability to repay. The allowance for loan losses is evaluated by segmenting the loan portfolio into unclassified and classified loans. An allowance percentage is applied to
the unclassified loans to establish a general allowance for loan losses. The allowance percentage determined is based upon our experience specifically and the historical experience of the banking industry generally. The classified loans, including
impaired loans, are analyzed individually in order to establish a specific allowance for loan losses. A loan is considered impaired when it is probable that we will be unable to collect all principal and interest due in accordance with the
contractual terms of the loan agreement.



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Other operating income decreased in the first quarter of 2007 as compared to the same period in 2006 by $84,000 due
primarily to decreased service charges on deposit accounts of $48,000, other service charges as well as decreased mortgage banking income of $29,000 as a result of a lower volume in mortgage originations.

Other expenses increased in the first quarter of 2007 as compared to the same period in 2006 by $310,000. These increases were the result of increased salaries and
employee benefits, net of capitalized loan fees, of 225,000, increased occupancy and equipment expense of $47,000 and increases in other operating expenses of $38,000 as of March 31, 2007. The increase in salaries and employee benefits is
primarily attributed to the increase in staff as a result of opening our new branch in April of 2007. Our full time equivalent employees were 150 at March 31, 2007 compared to 147 at March 31, 2006. The increase in occupancy and equipment
expense is primarily attributed to increased ATM expenses in the amount of $23,000. The increase in other operating expenses are attributed to increases in advertising expenses of $14,000, accounting and other professional fees of $14,000 and
telephone and data expenses of $10,000. Our efficiency ratio at March 31, 2007 was 35.92% as we continue to rank at the top of our peer group percentile in the efficiency of our operations.

We have provided for income taxes at an effective tax rate of 38% for the first quarter of 2007 compared to 37% for the first quarter of 2006. The increase in our
effective tax rate for the first quarter of 2007 is primarily the result of an increase in our State of Georgia income tax provision as a result of changes in the tax law.

We are not aware of any known trends, events or uncertainties, other than the effect of events as described above that will have or are reasonably likely to have a material effect on our liquidity, capital resources,
or operations. We are also not aware of any current recommendations by the regulatory authorities which, if they were implemented, would have such an effect.



|ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

We are exposed only to U.S. dollar interest rate changes and accordingly, we manage exposure by considering the possible changes in the net interest margin. We do not have any trading instruments nor do we classify any portion of the
investment portfolio as held for trading. We do not engage in any hedging activities or enter into any derivative instruments with a higher degree of risk than mortgage-backed securities that are commonly pass through securities. Finally, we have no
exposure to foreign currency exchange rate risk, commodity price risk, and other market risks. Interest rates play a major part in the net interest income of a financial institution. The sensitivity to rate changes is known as "interest rate risk."
The repricing of interest earning assets and interest-bearing liabilities can influence the changes in net interest income. As part of our asset/liability management program, the timing of repriced assets and liabilities is referred to as Gap
management. It is our policy to maintain a Gap ratio in the one-year time horizon of .80 to 1.20.

GAP management alone is not enough to properly manage
interest rate sensitivity, because interest rates do not respond at the same speed or at the same level to market rate changes. For example, savings and money market rates are more stable than loans tied to a "Prime" rate and thus respond with less
volatility to a market rate change.

We use a third party simulation model to monitor changes in net interest income due to changes in market rates. The
model of rising, falling and stable interest rate scenarios allow management to monitor and adjust interest rate sensitivity to minimize the impact of market rate swings. The analysis of impact on net interest margins as well as economic value of
equity over a twelve-month period is subjected to a 200



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basis point increase and decrease in rate. The first quarter model reflects an increase of 24% in net interest income and a 9% increase in economic value of
equity for a 200 basis point increase in rates. The same model shows a 3% decrease in net interest income and a 12% decrease in economic value of equity for a 200 basis point decrease in rates.

Our asset/liability committee monitors changes on a quarterly basis, measures the changing values based on the models performance and determines an appropriate
interest rate policy for management to follow in order to minimize the impact on earnings and market value equity in the projected rate environment.



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##### Table of Contents

|ITEM 4. | Controls and Procedures
|------- | -----------------------

As of the end of the period covered
by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and the Principal Financial and Accounting Officer, of the design and operation of our disclosure controls and procedures.
Based on this evaluation, our Chief Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures are effective. In connection with the new rules, we are in the process of further reviewing
and documenting our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from time to time make changes designed to enhance their effectiveness and to ensure that our system evolve with
our business.

There have been no changes in our internal controls or in other factors that could affect internal controls subsequent to the date of this
evaluation, and there have been no corrective actions with respect to significant deficiencies or material weaknesses.



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IIOTHER INFORMATION



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|------- | ----------------------------------------------------



| | (a) | The annual meeting of the stockholders of the Company was held on April 10, 2007.
| | --- | ---------------------------------------------------------------------------------



| | (b) | The following directors were elected at the meeting to serve for a one-year term.
| | --- | ---------------------------------------------------------------------------------

Paul J. Cates, Jr.

Phillip H. Cook

H.K. Elliott, Jr.

G.R. Foster, III

David H. Gill

Mary Lynn
Lambert

Edwin C. Kelley, Jr.

Robert O. Linch

William C. Strom, Jr.

Ronald M. Turpin

James C. Waggoner

The shares represented at the meeting (11,037,495 or 77.07%) voted as follows: 11,037,495 voted unanimously for the election of the directors. In
addition, the shareholders approved by an affirmative vote of 77.07%, proposal No. 2 to amend the articles of incorporation. A copy of the amendment is attached hereto as Exhibit 3.8



|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K.
|------- | ---------------------------------



| | (a) | Exhibits.
| | --- | ---------



|     |  |                                                                                                                                                                                    
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.8  |  | Articles of Amendment dated April 13, 2007.                                                                                                                                        
|     | 
|31.1 |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.                                                         
|     | 
|31.2 |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.                                                         
|     | 
|32   |  | Certification of the Chief Executive Officer and Chief Financial Officer, 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

In accordance with the requirements 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.
|                  |  | (Registrant)                 
|                  |  |                              
|DATE: May 8, 2007 |  | BY:                           |  | /s/ David H. Gill               
|                  |  |                               |  | David H. Gill, President and CEO
|                  |  |                               |  | (Principal Executive Officer)   



|                  |  |     |  |                                              
|----------------- |  | --- |  | ---------------------------------------------
|DATE: May 8, 2007 |  | BY: |  | /s/ Thomas L. Redding                        
|                  |  |     |  | Thomas L. Redding, Sr. Vice President and CFO
|                  |  |     |  | (Principal Financial and Accounting Officer) 



20