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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-KSB/A



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Amendment No. 1

(Mark One)

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

For the fiscal year ended December 31, 2005

OR



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

For the transition period from  to

Commission
File No.: 0-25846

CCF Holding Company

(Name of Small Business Issuer in Its Charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 58-2173616                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|101 North Main Street Jonesboro, Georgia                       |  | 30236                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(770) 478-8881

(Issuers Telephone Number, Including Area Code)

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

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

Common Stock, par value $0.10 per share

(Title of Class)

Check if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ̈

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 ̈

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. ̈

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

State issuers revenues for its most recent fiscal year. 24.9 million.

The registrants voting stock trades on The Nasdaq SmallCap Market under the symbol CCFH. The aggregate number of shares of the Companys common stock held by non-affiliates as of March 23, 2006 was 1,724,712. The
aggregate market value of these shares as of March 23, 2006 was $36,391,423 based on the Nasdaq SmallCap Market closing price of $21.10 per share on March 23, 2006.

Portions of the Annual Report to Shareholders for the fiscal year ended December 31, 2005 are incorporated by reference into Part II hereof. Portions of the Proxy Statement for the 2005 Annual Meeting of
Shareholders are incorporated by reference into Part III hereof.

Transitional Small Business Disclosure Format.   Yes ̈No  x



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EXPLANATORY NOTE

This Amendment on Form 10-KSB/A constitutes Amendment No. 1 to the registrants Annual Report on Form 10-KSB for the period ended December 31, 2005, which was filed with the SEC on March 30,
2006. The purpose of this Amendment No. 1 is to incorporate by reference Exhibit 13.2 under Part II, Item 7 and to file Exhibit 13.2 under Part III, Item 13. There are no other changes made by this Amendment No. 1.



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PART II



|Item 7. | Financial Statements
|------- | --------------------

The following report
and statements are included in the financial statement section of the Annual Report and are incorporated herein by reference:



| | 1. | Report of Thigpen, Jones, Seaton & Co. P.C.
| | -- | -------------------------------------------



| | 2. | CCF Holding Company and Subsidiary
| | -- | ----------------------------------



| | (a) | Consolidated Balance Sheets at December 31, 2005 and December 31, 2004
| | --- | ----------------------------------------------------------------------



| | (b) | Consolidated Statements of Earnings for the years ended December 31, 2005 and December 31, 2004
| | --- | -----------------------------------------------------------------------------------------------



| | (c) | Consolidated Statements of Comprehensive Income for the years ended December 31, 2005 and December 31, 2004
| | --- | -----------------------------------------------------------------------------------------------------------



| | (d) | Consolidated Statements of Stockholders Equity for the years ended December 31, 2005 and December 31, 2004
| | --- | -----------------------------------------------------------------------------------------------------------



| | (e) | Consolidated Statements of Cash Flows for the years ended December 31, 2005 and December 31, 2004
| | --- | -------------------------------------------------------------------------------------------------



| | (f) | Notes to Consolidated Financial Statements
| | --- | ------------------------------------------

The Report of
Porter Keadle Moore, LLP is also incorporated herein by reference to Exhibit 13.2.

PART III



|Item 13. | Exhibits.
|-------- | ---------

Exhibits are either filed or
attached as part of this Annual Report on Form 10-KSB or incorporated herein by reference.



3.1

Articles of Incorporation of CCF Holding Company (incorporated by reference to exhibit 3(i) of the Registrants Quarterly Report on Form 10-QSB for the quarterly period ended
September 30, 1998)3.2

Bylaws of CCF Holding Company (incorporated by reference to exhibit 3.2 of the Registrants Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997)10.1

Management Stock Bonus Plan (incorporated by reference to the Registrants proxy statement for the annual meeting of stockholders held January 23, 1996 as filed with the Commission on
December 15, 1995)*10.2

1995 Stock Option Plan (incorporated by reference to the Registrants proxy statement for the annual meeting of stockholders held January 23, 1996 as filed with the Commission on December
15, 1995)*10.3

2000 Stock Option Plan (incorporated by reference to the Registrants proxy statement for the annual meeting of stockholders held April 26, 2000 as filed with the Commission on March 22,
2000)*10.4

Supplemental Retirement Plans and related Split Dollar Insurance Plans for executives (incorporated by reference to exhibit 10.5 to the Registrants Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1999)*10.5

Employment Agreement with David B. Turner, dated January 1, 2003 (incorporated by reference to exhibit 10.5(e) of the Registrants Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002)*10.6

Employment Agreement with Leonard A. Moreland, dated January 1, 2003 (incorporated by reference to exhibit 10.6(e) of the Registrants Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002)*10.7

Change in Control Severance Agreement with Dick Florin, dated January 1, 2003 (incorporated by reference to exhibit 10.7(d) of the Registrants Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2002)*




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10.8

Change in Control Severance Agreement with Jack Bowdoin, dated January 1, 2003 (incorporated by reference to exhibit 10.8(c) of the Registrants Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002)*10.9

Change in Control Severance Agreement with John Westervelt, dated January 1, 2003 (incorporated by reference to exhibit 10.9(c) of the Registrants Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002)*10.10

Change in Control Severance Agreement with Edith Stevens, dated January 1, 2003 (incorporated by reference to exhibit 10.10(c) of the Registrants Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002)*10.11

Change in Control Severance Agreement with Mary Jo Rogers, dated January 1, 2003 (incorporated by reference to exhibit 10.11(c) of the Registrants Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002)*10.12

Change in Control Severance Agreement with C.T. Segers, dated January 1, 2003 (incorporated by reference to exhibit 10.12(b) of the Registrants Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2002)*10.13

Amended and Restated Trust Agreement dated as of March 30, 2004, by and among the Company, as Depositor, Wilmington Trust Company, as Property and Delaware Trustee (incorporated by reference to
exhibit 10.1 of the Registrants Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 2004)10.14

Guarantee Agreement dated as of March 30, 2004, by and between the Company, as Guarantor, and Wilmington Trust Company, as Guarantee Trustee (incorporated by reference to exhibit 10.2 of
the Registrants Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 2004)10.15

Junior Subordinated Indenture dated as of March 30, 2004, by and between the Company and Wilmington Trust Company, as Trustee (incorporated by reference to exhibit 10.3 of the
Registrants Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 2004)10.16

Change in Control Severance Agreement with Kathy Zovlonsky, dated August 2, 2004 (incorporated by reference to exhibit 10.1 of the Registrants Quarterly Report on Form 10-QSB for the
quarterly period ended September 30, 2004)*13.1

Annual Report to Shareholders for the fiscal year ended December 31, 2005 (only those portions incorporated by reference in this document are deemed filed)**13.2

Report of Porter Keadle Moore, LLP14

Code of Business Conduct and Ethics (incorporated by reference to exhibit 14 of the Registrants Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004)21

Subsidiaries of the Registrant**23.1

Consent of Thigpen, Jones, Seaton & Co. P.C.23.2

Consent of Porter Keadle Moore LLP24

Power of Attorney (see signature page herein)**31.1

Certification of Principal Executive Officer31.2

Certification of Principal Financial Officer32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of 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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|* | The indicated exhibits are management contracts or compensatory plans or arrangements required to be filed or incorporated by reference herein.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------



|** | Previously filed.
|-- | -----------------

Exhibits to this Annual Report on Form 10-KSB are
attached or incorporated by reference as stated above.



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SIGNATURES

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



|      |  |                |  |                     |  |                                           |  |                    
|----- |  | -------------- |  | ------------------- |  | ----------------------------------------- |  | -------------------
|      |  |                |  | CCF HOLDING COMPANY
|      |  |                |  |                    
|      |  |                |  |                     |  | By:                                       |  | /s/ David B. Turner
|Dated |  | March 31, 2006 |  |                     |  | David B. Turner                          
|      |  |                |  |                     |  | President, Chief Executive Officer, and  
|      |  |                |  |                     |  | Director (Duly Authorized Representative)