U. S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-QSB



[X]  Quarterly report under Section 13 or 15 (d) of the Securities Exchange
     Act  of  1934
          For the quarterly period ended September 30, 2004
                                         ------------------

[ ]  Transition report under Section 13 or 15 (d) of the Exchange Act
          For the transition period from _________ to

Commission file number 333-109524
                       ----------

                          FLINT RIVER BANCSHARES, INC.
                          ----------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

GEORGIA                                        30-0205366
----------------------------                   ----------------
(State or Other Jurisdiction of                (I.R.S. Employer
Incorporation or Organization)                Identification No.)

                                260 HWY 19, NORTH
                             CAMILLA, GEORGIA 31730
                             ----------------------
                    (Address of Principal Executive Offices)

                                 (229) 336-5666
                                 --------------
                (Issuer's Telephone Number, Including Area Code)


                                 NOT APPLICABLE
    (Former Name, Former Address and Former Fiscal Year, if Changed Since Last
                                     Report)

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

Yes   X   No
    -----    -----


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: Common Stock $1 par
                                                  -------------------
value,627,237 shares outstanding at September 30, 2004.
-------------------------------------------------------


Transitional Small Business Disclosure Format (check one):

Yes       No   X
    -----    -----


<PAGE>
<TABLE>
<CAPTION>
                          Flint River Bancshares, Inc.

                                      INDEX

PART I:   FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS                                                               PAGE
<S>       <C>                                                                                <C>

The following financial statements are provided for Flint River Bancshares, Inc.

          Balance Sheets (unaudited) - September 30, 2004 and
          December 31, 2003.                                                                    2

          Statements of Loss (unaudited) - For the Three and Nine Months
          Ended September 30, 2004 and from Inception (December 2, 2002)
          to September 30, 2004.                                                                3

          Statements of Cash Flows (unaudited) - For the Nine Months
          Ended September 30, 2004 and from Inception (December 02, 2002)
          to September 30, 2004.                                                                4

          Statement of Changes in Shareholders' Equity (Deficit) (unaudited)
          For the Nine Months Ended September 30, 2004 and from Inception
          (December 02, 2002) to September 30, 2004.                                            5

          Notes to Consolidated Financial Statements (unaudited)                                6

ITEM 2.   Management's Discussion and Analysis or Plan of Operation                             8

ITEM 3.   Controls and Procedures                                                              11

PART II:  OTHER INFORMATION

Item 1.   Legal Proceedings                                                                    12

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds                          12

Item 3.   Defaults Upon Senior Securities                                                      12

Item 4.   Submission of Matters to a Vote of Security Holders                                  12

Item 5.   Other Information                                                                    12

Item 6.   Exhibits                                                                             12
</TABLE>

The financial statements furnished have not been examined by independent
Certified Public Accountants, but reflect, in the opinion of management, all
adjustments necessary for a fair presentation of the results of operations for
the nine-month period ended September 30, 2004 and from the date of inception of
December 2, 2002 through September 30, 2004.

The results of operations for the nine-month period ended September 30, 2004 are
not necessarily indicative of the results to be expected for the full year.


                                      -1-
<PAGE>
<TABLE>
<CAPTION>
                                  FLINT RIVER BANCSHARES, INC. AND SUBSIDIARY
                                          CONSOLIDATED BALANCE SHEETS
                                                 (UNAUDITED)
==================================================================================================================

                                                                        As of September 30,    As of December 31,
                                                                               2004                   2003
                                                                       ---------------------  --------------------
ASSETS
<S>                                                                    <C>                    <C>
    Cash and due from banks                                            $            774,081   $               550
    Federal funds sold                                                            1,102,000                     -
                                                                       ---------------------  --------------------
        Total cash and cash equivalents                                           1,876,081                   550
                                                                       ---------------------  --------------------

    Securities available for sale, at fair value                                  1,014,844                     -
    Federal Reserve Bank stock, restricted, at cost                                 159,000                     -
    Loans, net of unearned income                                                 2,756,926                     -
    Less - allowance for loan losses                                                (27,569)                    -
                                                                       ---------------------  --------------------
        Loans, net                                                                2,729,357                     -
                                                                       ---------------------  --------------------

    Bank premises and equipment, net                                              1,115,891                64,409
    Accrued interest receivable                                                     126,199                     -
    Stock subscription receivable                                                         -                    10
    Other assets                                                                     13,338                 5,000
                                                                       ---------------------  --------------------

            TOTAL ASSETS                                               $          7,034,710   $            69,969
                                                                       =====================  ====================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
  Deposits:
    Non-interest bearing                                               $            175,315   $                 -
    Interest bearing                                                              1,315,651                     -
                                                                       ---------------------  --------------------
        Total deposits                                                            1,490,966                     -
    Accrued interest payable                                                          1,462                   718
    Accrued expenses and other liabilities                                           14,782                 6,694
    Short-term borrowings                                                                 -               392,000
                                                                       ---------------------  --------------------
        Total  liabilities                                                        1,507,210               399,412
                                                                       ---------------------  --------------------
Shareholders' Equity (Deficit):
    Common stock, $1 par value, authorized 10,000,000 shares, issued
      and outstanding 627,237 shares                                                627,237                     1
    Paid in capital surplus                                                       5,645,133                     9
    Accumulated other comprehensive loss                                             (1,719)                    -
    Deficit accumulated during development stage                                   (664,649)             (329,453)
    Accumulated deficit                                                             (78,502)                    -
                                                                       ---------------------  --------------------
        Total shareholders' equity (deficit)                                      5,527,500              (329,443)
                                                                       ---------------------  --------------------

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)         $          7,034,710   $            69,969
                                                                       =====================  ====================
</TABLE>


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                                         FLINT RIVER BANCSHARES, INC. AND SUBSIDIARY
                                               CONSOLIDATED STATEMENTS OF LOSS
                                                        (UNAUDITED)
============================================================================================================================

                                                         For the three-month    For the nine-month          Inception
                                                            period ended           period ended        (December 2, 2002)
                                                         September 30, 2004     September 30, 2004    to September 30, 2004
                                                        ---------------------  --------------------  -----------------------
<S>                                                     <C>                    <C>                   <C>

INTEREST INCOME:
  Interest and fees on loans                            $             59,162   $            59,162   $               59,162
  Federal funds sold                                                   1,745                 1,745                    1,745
  Interest on investment securities -
    Taxable income                                                     1,000                 1,000                    1,000
  Other interest income                                               14,659                14,659                   14,659
                                                        ---------------------  --------------------  -----------------------
      Total interest income                                           76,566                76,566                   76,566
                                                        ---------------------  --------------------  -----------------------

INTEREST EXPENSE:
  Deposits                                                             1,079                 1,079                    1,079

  Other interest expense                                              15,837                23,587                   29,670
                                                        ---------------------  --------------------  -----------------------
      Total interest expense                                          16,916                24,666                   30,749
                                                        ---------------------  --------------------  -----------------------

  Net interest income before provision for loan losses                59,650                51,900                   45,817
    Less - provision for loan losses                                  27,569                27,569                   27,569
                                                        ---------------------  --------------------  -----------------------
  Net interest income after provision for loan losses                 32,081                24,331                   18,248
                                                        ---------------------  --------------------  -----------------------

NONINTEREST INCOME:
  Service charges on deposit accounts                                     36                    36                       36
  Other income                                                         6,813                 6,163                   12,763
                                                        ---------------------  --------------------  -----------------------
  Total noninterest income                                             6,849                 6,199                   12,799
                                                        ---------------------  --------------------  -----------------------

NONINTEREST EXPENSE:
  Salaries                                                           118,994               230,906                  332,734
  Employee benefits                                                   11,374                30,136                   41,158
  Net occupany expense                                                 1,665                 5,065                   23,665
  Equipment expenses                                                  14,546                15,311                   16,528
  Stock sale expenses                                                      -                60,886                   60,886
  Professional fees                                                   14,172                20,451                  149,778
  Other expenses                                                      30,057                81,473                  149,449
                                                        ---------------------  --------------------  -----------------------
    TOTAL NONINTEREST EXPENSE                                        190,808               444,228                  774,198
                                                        ---------------------  --------------------  -----------------------
LOSS BEFORE INCOME TAXES                                            (151,878)             (413,698)                (743,151)
  Provision for income taxes                                               -                     -                        -
                                                        ---------------------  --------------------  -----------------------
NET LOSS                                                $           (151,878)  $          (413,698)  $             (743,151)
                                                        =====================  ====================  =======================

EARNINGS PER SHARE:
  Basic                                                 $              (0.54)  $             (1.48)  $                (2.67)
                                                        =====================  ====================  =======================
  Diluted                                               $              (0.54)  $             (1.48)  $                (2.67)
                                                        =====================  ====================  =======================
<FN>

* Net Loss / weighted average outstanding shares of 278,772.
</TABLE>


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                              FLINT RIVER BANCSHARES, INC. AND SUBSIDIARY
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (UNAUDITED)
===============================================================================================================

                                                               For the nine-month              Inception
                                                           period ended September 30,     (December 2, 2002)
                                                                      2004               to September 30, 2004
                                                          ----------------------------  -----------------------
<S>                                                       <C>                           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                $                  (413,698)  $             (743,151)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Provision for loan losses                                                  27,569                   27,569
    Change in accrued income and other assets                                (134,538)                (139,537)
    Change in accrued liabilities and other liabilities                         8,832                   16,244
                                                          ----------------------------  -----------------------
      Net cash used in operating activities                                  (511,835)                (838,875)
                                                          ----------------------------  -----------------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
    Net change in loans to customers                                       (2,756,926)              (2,756,926)
    Purchase of securities available for sale                              (1,016,562)              (1,016,562)
    Purchase of Federal Reserve Bank stock                                   (159,000)                (159,000)
    Property and equipment expenditures                                    (1,051,482)              (1,115,892)
                                                          ----------------------------  -----------------------
      Net cash used in investing activities                                (4,983,970)              (5,048,380)
                                                          ----------------------------  -----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net change in deposits                                                  1,490,966                1,490,966
    Proceeds from issuance of common stock                                  6,272,370                6,272,370
    Proceeds from issuance from short term debt                               147,000                  539,000
    Proceeds from issuance from long term debt                              1,589,198                1,589,198
    Principle payments on short term debt                                    (539,000)                (539,000)
    Principle payments on long term debt                                   (1,589,198)              (1,589,198)
                                                          ----------------------------  -----------------------
      Net cash provided by financing activities                             7,371,336                7,763,336
                                                          ----------------------------  -----------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                   1,875,531                1,876,081

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                      550                        -
                                                          ----------------------------  -----------------------
CASH AND CASH EQUIVALENTS, END OF YEAR                    $                 1,876,081   $            1,876,081
                                                          ============================  =======================

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                                  $                    23,204   $               29,287
                                                          ============================  =======================
  Cash paid for income taxes                              $                         -   $                    -
                                                          ============================  =======================
</TABLE>


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                                          FLINT RIVER BANCSHARES, INC. AND SUBSIDIARY
                              CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                                                         (UNAUDITED)
==============================================================================================================================
                                                                   Deficit                         Accumulated
                                                Additional       accumulated                          Other
                                       Common     Paid-in          during          Accumulated    Comprehensive
                                       Stock      Capital     development stage      Deficit          Loss           Total
                                      --------  -----------  -------------------  -------------  ---------------  ------------
<S>                                   <C>       <C>          <C>                  <C>            <C>              <C>
AT INCEPTION (DECEMBER 2, 2002)       $      -  $         -  $                -   $          -   $            -   $         -
                                                                                                                  ------------
Comprehensive loss:
  Net loss                                   -            -            (664,649)       (78,502)               -      (743,151)
  Valuation allowance adjustment on
    securities marketable equity             -            -                   -              -           (1,719)       (1,719)
                                      --------  -----------  -------------------  -------------  ---------------  ------------
    Total comprehensive loss                                                                                         (744,870)
                                                                                                                  ------------
  Common stock issued                  627,237    5,645,133                   -              -                -     6,272,370
                                      --------  -----------  -------------------  -------------  ---------------  ------------
BALANCE, SEPTEMBER 30, 2004           $627,237  $ 5,645,133  $         (664,649)  $    (78,502)  $       (1,719)  $ 5,527,500
                                      ========  ===========  ===================  =============  ===============  ============

BALANCE, DECEMBER 31, 2003            $      -  $         -  $         (329,453)  $          -   $            -   $  (329,453)
                                                                                                                  ------------
Comprehensive loss:
  Net loss                                   -            -            (335,196)       (78,502)               -      (413,698)
  Valuation allowance adjustment on
    securities marketable equity             -            -                   -              -           (1,719)       (1,719)
                                      --------  -----------  -------------------  -------------  ---------------  ------------
      Total comprehensive loss                                                                                       (415,417)
                                                                                                                  ------------
    Common stock issued                627,237    5,645,133                   -              -                -     6,272,370
                                      --------  -----------  -------------------  -------------  ---------------  ------------
BALANCE, SEPTEMBER 30, 2004           $627,237  $ 5,645,133  $         (664,649)  $    (78,502)  $       (1,719)  $ 5,527,500
                                      ========  ===========  ===================  =============  ===============  ============
</TABLE>


                                      -5-
<PAGE>
                   FLINT RIVER BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
================================================================================

(1)  BASIS  OF  PRESENTATION

     The accompanying financial statements have been prepared in accordance with
     generally  accepted accounting principles for interim financial information
     and  with instructions to Form 10-QSB. Accordingly, they do not include all
     of  the information and footnotes required by generally accepted accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  of  normal  recurring  accruals)  considered
     necessary for a fair presentation have been included. Operating results for
     the  nine-month  period  ended  September  30,  2004  are  not  necessarily
     indicative  of the results that may be expected for the year ended December
     31, 2004. These statements should be read in conjunction with the financial
     statements and footnotes thereto included in the prospectus dated April 14,
     2004.


(2)  SUMMARY  OF  ORGANIZATION

     Flint  River  Bancshares,  Inc.,  Camilla,  Georgia  (the  "Company")  is a
     one-bank  holding  company  with  respect  to,  Flint  River National Bank,
     Camilla,  Georgia  (the  "Bank"). The Bank began operations on September 8,
     2004.  The  Company  obtained  preliminary approvals from the Office of the
     Comptroller  of  the  Currency (the "OCC") to charter the Bank and from the
     Federal Deposit Insurance Corporation (the "FDIC") to insure deposits up to
     $100,000  per  depositor.  An approval to become a one-bank holding company
     was  obtained  from  the  Federal  Reserve  Bank  of  Atlanta.

     The  Company's  articles of incorporation authorize its Board of Directors,
     without  further  action  by  the shareholders, to issue up to 10.0 million
     shares of its $1.00 par value per share common stock ("Common Stock"). Each
     share  entitles its owners to one vote and shareholders have no preemptive,
     cumulative  voting  or conversion rights. As of September 30, 2004, 627,237
     shares  of  the  Company's  Common  Stock  was  issued  and  outstanding.

     The  Company's  articles  of  incorporation  also  authorize  its  Board of
     Directors to issue up to 2.0 million shares of its zero par value per share
     preferred  stock ("Preferred Stock"). The Company's Board of Directors may,
     without  further  action  by  the  shareholders,  direct  the  issuance  of
     Preferred  Stock  for any proper corporate purpose with preferences, voting
     powers,  conversion  rights, qualifications, special or relative rights and
     privileges which could adversely affect the voting power or other rights of
     shareholders  of  Common  Stock. As of September 30, 2004, no shares of the
     Company's  Preferred  Stock  were  issued  or  outstanding.

     The Company filed a Registration Statement on Form SB-2 with the Securities
     and  Exchange Commission (the "SEC") offering for sale a minimum of 510,000
     and  maximum  of  1,000,000 shares of its $1.00 par value Common Stock (the
     "Offering"). The sales price for each share of Common Stock was $10.00. All
     subscription  proceeds  were  held by an Escrow Agent pending acceptance of
     the  subscriptions,  completion  of  the  Offering,  and  the  receipt  of
     preliminary  approvals  from  the  various  banking regulators. The Company
     subscribed 627,237 shares during the offering which closed in mid September
     2004  and  all preliminary regulatory approvals were obtained. The Offering
     was  declared  effective  by  the  SEC  on  April  14,  2004.


                                      -6-
<PAGE>
                   FLINT RIVER BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
================================================================================

(3)  NEW  AND  PENDING  PRONOUNCEMENTS

     There  are  no other recent accounting pronouncements that have had, or are
     expected  to have, a material effect on the Company's financial statements.

     The  following  discussion  and  analysis  provides  information  which the
     Company  believes  is  relevant  to  an assessment and understanding of the
     Company's  results  of  operations and financial condition. This discussion
     should  be  read  in  conjunction  with  the  financial  statements  and
     accompanying  notes  appearing  in  this  report.

(4)  OTHER  COMPREHENSIVE  INCOME

     During the nine months ended September 30, 2004, the Company had unrealized
     holding gains on investment securities which were reported as comprehensive
     income.  An  analysis  of  accumulated  other  comprehensive  income  since
     December  31,  2003  is  as  follows:

<TABLE>
<CAPTION>
<S>                                                                    <C>
Accumulated other comprehensive loss at December 31, 2003              $     -
Other comprehensive loss, net of tax:
   Change in unrealized loss on securities available for sale
    net of deferred income tax expense of $-0-                          (1,719)
  Less - Reclassification adjustment for gains realized in net income        -
                                                                       --------
Accumulated other comprehensive loss at September 30, 2004             $(1,719)
                                                                       ========
</TABLE>


                                      -7-
<PAGE>
                          FLINT RIVER BANCSHARES, INC.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
================================================================================
OVERVIEW

     Flint  River  Bancshares, Inc. (the "Company") was incorporated on December
     2,  2002  to  serve  as  a  holding  company for Flint River National Bank,
     Camilla, Georgia (the "Bank). Since its inception, the Company's main focus
     has been centered on activities relating to the organization of the Company
     and the Bank, conducting the Company's initial public offering, applying to
     the  Office  of  the  Comptroller  of  the  Currency (the "OCC") for a bank
     charter, applying to the Federal Deposit Insurance Corporation (the "FDIC")
     for  deposit  insurance, conducting the sale of the Company's common stock,
     interviewing  and hiring personnel, and identifying the location from which
     the  Company  and  its  subsidiary  Bank  will  operate.

     The  Company  has  filed  a  Registration  Statement  on Form SB-2 with the
     Securities and Exchange Commission (the "SEC") which Registration Statement
     became  effective April 14, 2004. Pursuant to the Registration Statement, a
     minimum  of  510,000  shares of the Company's common stock, $1.00 par value
     per share (the "Common Stock"), and a maximum of 1,000,000 shares of Common
     Stock were registered for sale at an offering price of $10.00 per share. As
     of  August  16,  2004,  subscriptions  for  627,237 shares of the Company's
     common  stock  have  been  received.


FINANCIAL RESULTS

     From  the  date of inception of December 2, 2002 to September 30, 2003, the
     Company  had  no  significant  operations.  Accordingly,  comparison  of
     performance between September 30, 2004 and September 30, 2003 would provide
     no meaningful information. Thus, we will only discuss the financial results
     for  the  three  and  nine-month  periods  ended  September  30,  2004.

     For  the  three-month period ended September 30, 2004, net loss amounted to
     (151,878).  The  net loss consisted of expenses of $235,293 and revenues of
     $83,415.  The  largest  expense  is  salaries and benefits in the amount of
     $130,368,  representing  55%  of  total  expenses. Other expenses, such  as
     advertising,  interest,  rent,  etc.  aggregated  12.8%  of total expenses.

     For  the  nine-month  period ended September 30, 2004, net loss amounted to
     ($413,698).  The net loss consisted of expenses of $496,463 and revenues of
     $82,765.  The  largest  expense  is  salaries and benefits in the amount of
     $261,042,  representing 52.6% of total expenses. The only other significant
     expense  is  stock  sale  expenses  which amounted to $60,886, representing
     12.3%  of  total  expenses.  Other expenses, such as advertising, interest,
     rent,  etc.  aggregated  16.4%  of  total  expenses.

     Because  the  Company was in the organizational stage for the major portion
     of  the  reporting  period,  it  had  few operations from which to generate
     revenues. Note that interest income earned on funds raised from the sale of
     the  Company's common stock and held in escrow by the escrow agent has been
     released  to  the  Company upon the Bank's opening for business. Initially,
     the  Bank  anticipates  deriving  its  revenues  principally  from interest
     charged  on  loans  and,  to  a  lesser  extent,  from  interest  earned on
     investments,  fees received in connection with the origination of loans and
     other  miscellaneous  fees  and service charges. Its principal expenses are
     anticipated  to be interest expense on deposits and operating expenses. The
     funds  for  these  activities are anticipated to be provided principally by
     operating  revenues,  deposit growth, purchases of federal funds from other
     banks,  sale  of  loans  and  investment  securities,  and  partial or full
     repayment  of  loans  by  borrowers.


                                      -8-
<PAGE>
                          FLINT RIVER BANCSHARES, INC.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
================================================================================

     The Bank's operations will depend substantially on its net interest income,
     which is the difference between the interest income earned on its loans and
     other  assets  and  the  interest  expense  paid  on its deposits and other
     borrowings.  This  difference  is  largely  affected  by  changes in market
     interest  rates,  credit policies of monetary authorities, and other local,
     national  or  international  economic  factors  which are beyond the Bank's
     ability  to  predict or control. Large moves in interest rates may decrease
     or  eliminate  the  Bank's  profitability.


FUNDING OF OPERATIONS AND LIQUIDITY

     The Company's operations from inception through September 7, 2004 have been
     funded  through  unsecured  revolving  lines  of  credit,  extended  by  an
     unrelated financial institution. The lines of credit totaled $1,900,000. As
     of  September 30, 2004, both lines have been paid in full from the proceeds
     of  the  initial  offering.

     The  Company believes that the proceeds it raised during the initial public
     offering  will provide sufficient capital to support the growth of both the
     Company  and  the  Bank  for their initial years of operations. The Company
     does  not  anticipate  that  it will need to raise additional funds to meet
     expenditures  required to operate its business or that of the Bank over the
     initial  twelve  months  after  the  successful  Offering;  all anticipated
     material  expenditures  during  that period are expected to be provided for
     out  of  the  proceeds  of  the  Company's  initial  public  offering.


CAPITAL EXPENDITURES

     The organizers have purchased an existing 3,700 sq. ft. banking location on
     a  1  acre  lot  in  Camilla,  Georgia.  The  bank's staff has occupied the
     location. The facility is currently being expanded to a total size of 6,000
     sq.  ft.  Renovation  is  expected  to  be  completed  in  60  to  90 days.

ADVISORY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain  of the statements contained in this report on Form 10-QSB that are
     not  historical  facts  are forward looking statements relating to, without
     limitation, future economic performance, plans and objectives of management
     for  future  operations,  and  projections  of revenues and other financial
     items that are based on the beliefs of the Company's management, as well as
     assumptions  made  by  and information currently available to the Company's
     management.

     The  Company  cautions  readers  of  this  report that such forward-looking
     statements involve known and unknown risks, uncertainties and other factors
     which  may  cause  the  actual  results, performance or achievements of the
     Company  to be materially different from those expressed or implied by such
     forward-looking statements. Although the Company's management believes that
     their  expectations  of  future  performance  are  based  on  reasonable
     assumptions  within  the  bounds  of  their knowledge of their business and
     operations,  there  can be no assurance that actual results will not differ
     materially  from  their  expectations.


                                      -9-
<PAGE>
                          FLINT RIVER BANCSHARES, INC.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
================================================================================

     The  Company's  operating  performance  each  quarter is subject to various
     risks  and  uncertainties  that  are  discussed  in detail in the Company's
     filings with the SEC, including the "Risk Factors" section of the Company's
     Registration  Statement (Registration No. 333-109524) as filed with the SEC
     and  declared  effective  on  April  14,  2004.


                                      -10-
<PAGE>
                          FLINT RIVER BANCSHARES, INC.
                        ITEM 3 - CONTROLS AND PROCEDURES
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
================================================================================

     The  Company's  management,  including  the Chief Executive Officer and the
     Chief  Financial  Officer,  supervised and participated in an evaluation of
     the  effectiveness of its disclosure controls and procedures (as defined in
     federal  securities  rules)  as  of  the  end of the period covered by this
     report.  Based  on,  and  as of the date of, that evaluation, the Company's
     Chief Executive Officer and Chief Financial Officer have concluded that the
     Company's disclosure controls and procedures were effective in accumulating
     and  communicating information to management, including the Chief Executive
     Officer  and  the  Chief  Financial Officer, as appropriate to allow timely
     decisions  regarding  required  disclosures  of  that information under the
     Securities and Exchange Commission's rules and forms and that the Company's
     disclosure  controls  and  procedures  are  designed  to  ensure  that  the
     information required to be disclosed in reports that are filed or submitted
     by  the  Company  under the Securities Exchange Act is recorded, processed,
     summarized and reported within the time periods specified in the Securities
     and  Exchange  Commission's  rules  and  forms.

     There have been no changes in the Company's internal control over financial
     reporting  during  the Company's quarter ended September 30, 2004 that have
     materially  affected,  or  are  reasonably likely to materially affect, the
     Company's  internal  control  over  financial  reporting.


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                          FLINT RIVER BANCSHARES, INC.
                          PART II: OTHER INFORMATION:
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
================================================================================

          PART  II:  OTHER  INFORMATION:
     Item 1. Legal Proceedings
          There  are  no  material  legal  proceedings to which the Company is a
          party  or  of  which  their  property  is  the  subject.
     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
          (a)  Not  Applicable
          (b)  Not  Applicable
          (c)  Not  Applicable
     Item 3. Defaults Upon Senior Securities
          Not  Applicable
     Item 4. Submission of Matters to a Vote of Security-Holders
          There  were no matters submitted to security holders for a vote during
          the  three  months  ended  September  30,  2004.
     Item 5. Other Information
          None
     Item 6. Exhibits
          Exhibit 31.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER, PURSUANT TO
          RULE 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
          Exhibit 31.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER, PURSUANT TO
          RULE 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
          Exhibit 32.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER, PURSUANT TO
          RULE 15D-14(B) AS ADOPTED PURSUANT TO SECTION 906 OF THE
          SARBANES-OXLEY ACT OF 2002 (SECTION 1350 CERTIFICATION).
          Exhibit 32.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER, PURSUANT TO
          RULE 15D-14(B) AS ADOPTED PURSUANT TO SECTION 906 OF THE
          SARBANES-OXLEY ACT OF 2002 (SECTION 1350 CERTIFICATION).



SIGNATURES

In  accordance  with  the  requirements  of  the  Securities  Exchange  Act, the
registrant  caused  this  report  to be signed on its behalf by the undersigned,
thereunto  duly  authorized.


FLINT RIVER BANCSHARES, INC.
/s/  Gerald  E.  Lewis
----------------------
Gerald  E.  Lewis
Chief  Executive  Officer



Date:  November 9, 2004


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