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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-KSB



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(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, 2004



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



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CCF Holding Company

(Name of Small Business Issuer in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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)



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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)



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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.    Yesx    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. ̈



State issuers revenues for its most recent fiscal year. 20.5 million.



The registrants voting stock trades on The Nasdaq SmallCap Market under the symbol CCFH. The aggregate market value of the common equity
held by non-affiliates of the registrant, based on the average bid and asked price of such common equity on March 23, 2005, was 33,158,743.



As of March 23, 2005, there were issued and outstanding 2,317,753 shares of the issuers common stock.



Portions of the Annual Report to Shareholders for the fiscal year ended
December 31, 2004 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 ̈Nox



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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS



CCF Holding Company (the Company) may from time to time make
written or oral forward-looking statements, including statements contained in the Companys filings with the Securities and Exchange Commission (including this annual report on Form 10-KSB and the exhibits hereto), in its reports to
shareholders and in other communications by the Company, which are made in good faith by the Company pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.



These forward-looking statements involve risks and uncertainties, such as
statements of the Companys plans, objectives, expectations, estimates and intentions, that are subject to change based on various important factors, some of which are beyond the Companys control. The following factors, among others,
could cause the Companys financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: the strength of the United States economy in general and the
strength of the local economies in which the Company conducts operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;
inflation; interest rate, market and monetary fluctuations; the timely development of and acceptance of new products and services of the Company and the perceived overall value of these products and services by users, including the features, pricing
and quality compared to competitors products and services; the willingness of users to substitute competitors products and services for the Companys products and services; the success of the Company in gaining regulatory approval
of its products and services, when required; the impact of changes in financial services laws and regulations, including laws concerning taxes, banking, securities and insurance; technological changes and acquisitions; managing credit risk;
changes in consumer spending and saving habits; the impact of war or terrorism; and the success of the Company at managing the risks involved in the foregoing.



The Company cautions that the foregoing list of important factors is not exclusive. The Company does not undertake to update
any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.



2



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PART I



Item 1. Description of Business



General



CCF Holding Company, a Georgia corporation (the Company), was organized in March 1995 at the direction of Clayton County Federal Savings and Loan Association (the Bank) in connection with the
Banks conversion from a mutual to stock form of organization (the Conversion). In July 1995, the Bank completed its conversion and became a wholly owned subsidiary of the Company. In February 1997, the Bank changed its name to
Heritage Bank.



The Company is a bank holding company and the
Bank is a commercial bank chartered by the State of Georgia. Prior to September 1998, the Company was a savings and loan holding company and the Bank was a federally chartered savings bank. The Company has not engaged in any significant business to
date other than the ownership of the Bank. As such, references herein to the Bank include the Company unless the context otherwise indicates.



The Bank, through its predecessors, commenced business in 1955. Prior to 1997, the Bank operated as a traditional savings and loan, attracting deposit
accounts from the general public and using these deposits, together with other funds, primarily to originate and invest in long-term conventional loans secured by single-family residential real estate. Since the early part of 1997, the Bank began to
offer more of the products and services of a commercial bank in order to compete on a broader scale in the highly competitive financial services industry. As a result, the Banks primary lending activities are in the form of commercial loans
rather than long-term conventional loans secured by residential real estate.



Market Area



The Bank operates seven offices
within its primary market area in Clayton, Fayette and Henry Counties, Georgia. This market area is part of the Atlanta, Georgia metropolitan statistical area and home to a portion of Atlantas Hartsfield-Jackson International Airport. To a
much lesser extent, the Bank also makes loans in adjacent Georgia counties. The Banks market area is a growing suburban residential community with related growth in retail and commercial development.



Competition



The Bank competes for deposits with financial institutions located in metropolitan Atlanta, super-regional banks, and
several relatively new local financial institutions. Loan competition comes from the same sources and from mortgage companies and other lenders.



Many of the Banks competitors possess greater financial and marketing resources. The Bank competes for deposit accounts by offering depositors
competitive interest rates and a high level of personal service. The Bank competes for loans primarily through the interest rates and loan fees it charges and the efficiency and quality of services it provides borrowers.



3



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Lending Activities



General. The principal lending activity of the Bank has been the origination for its portfolio of adjustable-rate and fixed-rate loans
secured by various forms of collateral. The following table sets forth information concerning the composition of the Banks loan portfolio in dollar amounts and in percentages of the loan portfolio as of the dates indicated.



|                                          |  |                        |         |   |         |        |   |        |   |         |         |  |        |  
|----------------------------------------- |  | ---------------------- | ------- | - | ------- | ------ | - | ------ | - | ------- | ------- |  | ------ | -
|                                          |  | At December 31,        |        
|                                          |  | 2004                   |         |   | 2003    |       
|                                          |  | Amount                 |         |   | Percent |        |   | Amount |   |         | Percent | 
|                                          |  | (Dollars in Thousands) |        
|Loan Category                             |  |                        |         |   |         |        |   |        |   |         |         |  |        |  
|Residential (1-4 family) mortgage         |  | $                      | 8,886   |   |         | 3.41   | % |        | $ | 8,158   |         |  | 3.52   | %
|Commercial, primarily real estate secured |  |                        | 157,960 |   |         | 60.68  | % |        |   | 144,420 |         |  | 62.36  | %
|Real estate construction                  |  |                        | 82,241  |   |         | 31.59  | % |        |   | 63,151  |         |  | 27.27  | %
|Consumer and other installment            |  |                        | 11,256  |   |         | 4.32   | % |        |   | 15,873  |         |  | 6.85   | %
|                                          |  |                        |         |   |         |        |   |        |   |         |         |  |        |  
|Total loans receivable                    |  | $                      | 260,343 |   |         | 100.00 | % |        | $ | 231,602 |         |  | 100.00 | %
|                                          |  |                        |         |   |         |        |   |        |   |         |         |  |        |  
|Less:                                     |  |                        |         |   |         |        |   |        |   |         |         |  |        |  
|Unamortized loan fees and costs, net      |  | $                      | (412    | ) |         |        |   |        | $ | (575    | )       |  |        |  
|Allowance for loan losses                 |  |                        | (3,160  | ) |         |        |   |        |   | (2,693  | )       |  |        |  
|                                          |  |                        |         |   |         |        |   |        |   |         |         |  |        |  
|Total loans, net                          |  | $                      | 256,771 |   |         |        |   |        | $ | 228,334 |         |  |        |  
|                                          |  |                        |         |   |         |        |   |        |   |         |         |  |        |  



Loan Maturity
Table. The following table sets forth the maturity of the Banks loan portfolio at December 31, 2004. The table does not include prepayments. Prepayments and scheduled principal repayments on loans totaled $274 million and $223 million
for the years ended December 31, 2004, and 2003, respectively. Adjustable-rate loans are shown as maturing based on repricing dates.



|                                          |  |                        |         |                         |   |                 |  |       |        |  |   |        
|----------------------------------------- |  | ---------------------- | ------- | ----------------------- | - | --------------- |  | ----- | ------ |  | - | -------
|                                          |  | December 31, 2004     
|                                          |  | One Year               |         | Within One toFive Years |   | After FiveYears |  | Total
|                                          |  | (Dollars in Thousands)
|Residential (1-4 family) mortgage         |  | $                      | 1,040   |                         |   | 4,077           |  |       | 3,769  |  | $ | 8,886  
|Commercial, primarily real estate secured |  |                        | 56,690  |                         |   | 83,652          |  |       | 17,618 |  |   | 157,960
|Real estate construction                  |  |                        | 65,201  |                         |   | 15,803          |  |       | 1,237  |  |   | 82,241 
|Consumer and other installment            |  |                        | 864     |                         |   | 2,690           |  |       | 7,702  |  |   | 11,256 
|                                          |  |                        |         |                         |   |                 |  |       |        |  |   |        
|Total                                     |  | $                      | 123,795 |                         | $ | 106,222         |  | $     | 30,326 |  | $ | 260,343
|                                          |  |                        |         |                         |   |                 |  |       |        |  |   |        



The following table
sets forth the dollar amount of all loans due after December 31, 2004, which have fixed interest rates and which have floating or adjustable interest rates.



|                                          |  |                        |        |         |                 |   |        |   |         |  |       |       |  |   |        
|----------------------------------------- |  | ---------------------- | ------ | ------- | --------------- | - | ------ | - | ------- |  | ----- | ----- |  | - | -------
|                                          |  | Fixed Rate             |        |         | Adjustable Rate |   |        |  
|                                          |  | Amount                 |        | Percent |                 |   | Amount |   | Percent |  |       | Total
|                                          |  | (Dollars in Thousands)
|Residential (1-4 family) mortgage         |  | $                      | 4,300  |         | 48.39           | % |        | $ | 4,586   |  | 51.61 | %     |  | $ | 8,886  
|Commercial, primarily real estate secured |  |                        | 49,923 |         | 31.60           | % |        |   | 108,037 |  | 68.40 | %     |  |   | 157,960
|Real estate construction                  |  |                        | 13,575 |         | 16.51           | % |        |   | 68,666  |  | 83.49 | %     |  |   | 82,241 
|Consumer and other installment            |  |                        | 10,980 |         | 97.55           | % |        |   | 276     |  | 2.45  | %     |  |   | 11,256 
|                                          |  |                        |        |         |                 |   |        |   |         |  |       |       |  |   |        
|Total                                     |  | $                      | 78,778 |         |                 |   |        | $ | 181,565 |  |       |       |  | $ | 260,343
|                                          |  |                        |        |         |                 |   |        |   |         |  |       |       |  |   |        



4



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One- to Four-Family Residential Mortgage Loans. The Banks residential real estate
lending activity consists of the origination of one- to four-family, owner-occupied, residential mortgage loans secured by property located in the Banks primary market area. The Bank originates both adjustable-rate and fixed-rate residential,
mortgage loans. The Bank primarily sells its new residential mortgage loans to ABN AMRO Mortgage Group, Inc. at the time of closing the loans. The residential mortgage loans reflected on the balance sheet are primarily loans that have been on the
balance sheet of the Bank for more than five years and have paid as agreed during that time.



Construction Lending. The Bank engages in construction lending involving loans to qualified borrowers for construction of one- to four-family residential properties and, on a limited basis, for
commercial properties. Almost all of the Banks construction loan properties are located in the Banks market area and nearby counties.



The Bank makes construction loans to builders on a speculative and pre-sale basis. Construction loans on one- to four family properties are limited to a
maximum loan-to-value ratio of 80% on presales and 75% on speculative (unsold properties) and have a maximum maturity of 12 months, after which the loan can be renewed for up to an additional 12 months. Construction loans on nonresidential
properties are generally limited to a maximum loan-to-value ratio of 75% and also have a maximum maturity of 12 months after which the loan can be converted to a permanent mortgage loan.



Construction loan proceeds are disbursed in increments as construction progresses and only after a Bank representative makes
a physical inspection of the project. At December 31, 2004, the Bank had $36.0 million in outstanding construction loans secured by unsold properties.



The Bank also from time to time will make construction loans to owner/borrowers that have either fixed or adjustable rates and are underwritten in
accordance with the same terms and requirements as the Banks permanent mortgages on existing properties, except that the builder must qualify as an approved contractor by the Bank, and the loans provide for disbursement of loan proceeds in
stages during the construction period. An approved contractor is one who has been approved by the Bank and whose credit, financial statements, and experience have been reviewed and approved by the Bank. Borrowers are typically required to pay
accrued interest on the outstanding balance monthly during the construction phase. At December 31, 2004, there was $907,000 outstanding in construction loans to owner/borrowers.



The Bank originated $94.0 million and $79.0 million in construction loans on one- to four-family properties during the
fiscal years ended December 31, 2004 and December 31, 2003, respectively.



Commercial Loans. The Banks commercial loans, which include loans secured by commercial real estate, represent a growing portion of its lending activities. At December 31, 2004, outstanding
commercial loans amounted to $158.0 million. At December 31, 2004, the largest commercial loan had a balance of $9.3 million and was secured by an apartment complex. The Bank sold participations of $5.3 million on this loan, which left a net balance
of $4.0 million on the Banks books at December 31, 2004.



Most of the Banks commercial lending activities are in loans secured by commercial properties. Such loans consist primarily of permanent loans secured by small office buildings, apartment buildings, churches, shopping centers and
convenience stores. Loans secured by commercial real estate are generally originated in amounts up to 75% of the appraised value of the property. An independent appraiser, who has been previously approved by the Banks senior credit officer,
determines such appraised value. Commercial real estate loans are generally originated on an adjustable-rate basis with the interest rate adjusting annually and have terms of up to 20 years.



Consumer and Other Installment Loans. Consumer loans consist of
savings account loans, personal secured and unsecured loans, automobile loans, watercraft loans, recreational vehicle loans, home improvement loans, and home equity lines of credit. Substantially all of the Banks consumer loans have fixed
rates of interest except personal lines of credit and home equity lines of credit which are usually floating rate loans.



5



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Loan Underwriting Risks. Construction financing is generally considered to involve a higher
degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the propertys value at completion of construction or
development and the estimated cost (including interest) of construction and time to completion. During the construction phase, a number of factors could result in delays and cost overruns. If the estimate of construction cost proves to be
inaccurate, it may be necessary for the Bank to advance funds beyond the amount originally committed to permit completion of the construction. If the estimate of value proves to be inaccurate, the Bank may be confronted, at or prior to the maturity
of the loan, with collateral having a value which is insufficient to assure full repayment. As a result, construction lending often involves the disbursement of substantial funds with repayment dependent, in part, on the success of the project. If
the Bank is forced to foreclose on a property prior to or at completion due to a default, there can be no assurance that the Bank will be able to recover all of the unpaid balance of, and accrued interest on, the loan as well as related foreclosure
and holding costs. The Bank has sought to lessen this risk by limiting construction lending to qualified borrowers in the Banks market area and by limiting the number of construction loans outstanding at any time.



Loans secured by commercial real estate generally involve a greater degree of
risk than one- to four-family mortgage loans and carry larger loan balances. This increased credit risk is a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general
economic conditions on income producing properties, and the difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by commercial real estate is typically dependent upon the successful operation or
management of the related project or company. If the cash flow from the project or company is reduced, the borrowers ability to repay the loan may be impaired. The Bank seeks to reduce these risks in a variety of ways, including limiting the
size of such loans, analyzing the financial condition of the borrower, accurately assessing the quality of the collateral and assessing the quality of the management of the applicable business operated on the property securing the loan. The Bank
also obtains personal guarantees and appraisals on each property.



Consumer loans entail greater credit risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly. In such cases, repossessed collateral for a defaulted
consumer loan may not provide an adequate source of repayment for the outstanding loan and the remaining deficiency often does not warrant further substantial collection efforts against the borrower. In particular, amounts realizable on the sale of
repossessed automobiles and motor homes may be significantly reduced based upon the condition of the collateral and the lack of demand for used collateral.



Loan Purchases and Sales. Generally, if the Bank determines that loan sales are desirable for interest rate risk management or other
purposes, the Bank may sell its 15 to 30 year conventional mortgage loans. The Bank uses standard Federal National Mortgage Association (FNMA) documentation for its conventional loans. The Bank sells loans directly to ABN AMRO Mortgage
Group, Inc. The Bank generally sells these loans with servicing retained and without recourse. From time to time, the Bank also sells commercial loan participations. Generally, the Bank sells participations in commercial loans in cases where the
loan, if booked in its entirety would exceed the legal lending limit of the Bank. The Banks loan purchases are generally commercial, commercial real estate and construction loan participations from community bank sources. These loans have
various terms and maturities from one to five years. The purchased loans are subject to the same credit standards and fall under the same approval guidelines that loans originated by our lending staff meet.



6



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The table below indicates the Banks origination and sales of loans during the periods indicated.



|                                                    |  |                         |          |   |      |   |          |  
|--------------------------------------------------- |  | ----------------------- | -------- | - | ---- | - | -------- | -
|                                                    |  | Year Ended December 31, |         
|                                                    |  | 2004                    |          |   | 2003 |  
|                                                    |  | (Dollars in Thousands)  |         
|Total gross loans receivable at beginning of period |  | $                       | 231,602  |   |      | $ | 194,189  |  
|                                                    |  |                         |          |   |      |   |          |  
|Loans originated:                                   |  |                         |          |   |      |   |          |  
|Residential (1-4 family) mortgage                   |  |                         | 673      |   |      |   | 10,927   |  
|Commercial, primarily real estate mortgage          |  |                         | 209,050  |   |      |   | 179,803  |  
|Real estate construction                            |  |                         | 93,728   |   |      |   | 78,979   |  
|Consumer and other installment                      |  |                         | 7,702    |   |      |   | 8,384    |  
|                                                    |  |                         |          |   |      |   |          |  
|Total loans originated                              |  |                         | 311,153  |   |      |   | 278,093  |  
|                                                    |  |                         |          |   |      |   |          |  
|Loans sold:                                         |  |                         |          |   |      |   |          |  
|Residential (1-4 family)                            |  |                         | (468     | ) |      |   | (11,850  | )
|Commercial                                          |  |                         | (10,571  | ) |      |   | (10,887  | )
|                                                    |  |                        
|Loans purchased                                     |  |                         | 2,293    |   |      |   | 5,780    |  
|                                                    |  |                        
|Other loan activity:                                |  |                         |          |   |      |   |          |  
|Loan principal repayments                           |  |                         | (273,666 | ) |      |   | (223,723 | )
|                                                    |  |                         |          |   |      |   |          |  
|Total gross loans receivable at end of period       |  | $                       | 260,343  |   |      | $ | 231,602  |  
|                                                    |  |                         |          |   |      |   |          |  



Loan
Delinquencies. Loans past due more than 90 days are placed on nonaccrual and are individually examined for potential losses and the ultimate collectibility of funds due. Loans are deemed to have no loss exposure if the value of the property
or other collateral securing the loan exceeds the receivable balance on the loan or collection is otherwise probable. Specific reserves are established to recognize losses on nonaccruing loans on a case-by-case basis.



Nonperforming Loans. The following table sets forth the
aggregate amount of restructured loans and loans that were contractually past due more than 90 days as to principal or interest payments as of the dates indicated and which are considered nonperfoming loans.



|                                                                 |  |                        |      |   |      |   |       |  
|---------------------------------------------------------------- |  | ---------------------- | ---- | - | ---- | - | ----- | -
|                                                                 |  | At December 31,        |     
|                                                                 |  | 2004                   |      |   | 2003 |  
|                                                                 |  | (Dollars in Thousands) |     
|Nonperforming loans:                                             |  |                        |      |   |      |   |       |  
|Restructured                                                     |  | $                      |     |   |      | $ |      |  
|Nonaccrual (more than 90 days past due)                          |  |                        | 852  |   |      |   | 1,549 |  
|                                                                 |  |                        |      |   |      |   |       |  
|Total nonperforming loans                                        |  | $                      | 852  |   |      | $ | 1,549 |  
|                                                                 |  |                        |      |   |      |   |       |  
|Ratio of nonperforming loans as a percentage of total loans, net |  |                        | 0.33 | % |      |   | 0.67  | %
|Ratio of nonperforming loans as a percentage of total assets     |  |                        | 0.25 | % |      |   | 0.52  | %



During the years ended
December 31, 2004 and December 31, 2003, gross interest income of $285,000 and $54,000, respectively, would have been recorded on nonperforming loans, under their original terms, if the loans had been current throughout those periods. Interest
income recognized on nonperforming loans during the years ended December 31, 2004 and December 31, 2003, was approximately $18,000 and $108,000 respectively. At December 31, 2004, there were no loans 90 days past due and still accruing.



7



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Analysis of the Allowance for Loan Losses. The following table sets forth the analysis of
the allowance for loan losses for the periods indicated.



|                                                                                                                             |  |                        |         |   |      |   |         |  
|---------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | ------- | - | ---- | - | ------- | -
|                                                                                                                             |  | At December 31,        |        
|                                                                                                                             |  | 2004                   |         |   | 2003 |  
|                                                                                                                             |  | (Dollars in Thousands) |        
|Total average loans outstanding                                                                                              |  | $                      | 256,406 |   |      | $ | 207,594 |  
|                                                                                                                             |  |                        |         |   |      |   |         |  
|Allowance balance (at beginning of period)                                                                                   |  | $                      | 2,693   |   |      | $ | 2,854   |  
|Provisions for loan losses                                                                                                   |  |                        | 905     |   |      |   | 540     |  
|Charge-offs:                                                                                                                 |  |                        |         |   |      |   |         |  
|Real Estate                                                                                                                  |  |                        |        |   |      |   |        |  
|Commercial                                                                                                                   |  |                        | 44      |   |      |   | 558     |  
|Consumer                                                                                                                     |  |                        | 465     |   |      |   | 255     |  
|Recoveries:                                                                                                                  |  |                        |         |   |      |   |         |  
|Real Estate                                                                                                                  |  |                        |        |   |      |   |        |  
|Commercial                                                                                                                   |  |                        | 37      |   |      |   | 42      |  
|Consumer                                                                                                                     |  |                        | 35      |   |      |   | 70      |  
|                                                                                                                             |  |                       
|Allowance balance (at end of period)                                                                                         |  | $                      | 3,161   |   |      | $ | 2,693   |  
|                                                                                                                             |  |                        |         |   |      |   |         |  
|Allowance for loan losses as a percent of average loans outstanding at end of period                                         |  |                        | 1.23    | % |      |   | 1.16    | %
|                                                                                                                             |  |                       
|Net loans charged off as a percent of average loans outstanding                                                              |  |                        | 0.17    | % |      |   | 0.34    | %
|                                                                                                                             |  |                       
|Ratio of allowance for loan losses to total loans delinquent 90 days or more at end of period                                |  |                        | 371     | % |      |   | 174     | %
|                                                                                                                             |  |                       
|Ratio of allowance for loan losses to total loans delinquent 90 days or more and other nonperforming assets at end of period |  |                        | 70      | % |      |   | 150     | %



The allowance is an
amount that management has determined to be adequate, through its allowance for loan losses methodology, to absorb losses inherent in existing loans and commitments to extend credit. The allowance is determined through consideration of such factors
as changes in the nature and volume of the portfolio, overall portfolio quality, delinquency trends, adequacy of collateral, loan concentrations, specific problem loans, and economic conditions that may affect the borrowers ability to pay.



Real Estate Owned. Real estate acquired by the
Bank as a result of foreclosure, judgment, or deed in lieu of foreclosure is classified as real estate owned until it is sold. When property is so acquired it is recorded at the lower of the cost or fair value, less estimated costs to sell. The Bank
had real estate owned at December 31, 2004 of $3,682,000, all of which was commercial property. Management expects that the recorded balance of these two properties is recoverable.



Investment Activities



The Bank invests in specified short-term securities, mortgage-backed securities, certain other investments and the common stock of the Federal Home Loan
Bank (FHLB) of Atlanta. The Banks mortgage-backed securities portfolio consists of participation certificates issued by FNMA and secured by interests in pools of conventional mortgages originated by other financial institutions.
Bank qualified municipal bonds are included in the Banks investment portfolio. The Banks equity investment in the FHLB of Atlanta is a requirement of membership and allows the Bank to borrow from the FHLB of Atlanta at favorable
overnight and long-term rates. During the years ended December 31, 2004 and 2003, the Company sold $2.9 million and $18.6 million respectively, of available for sale investment securities.



8



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The following table sets forth certain information relating to the Companys investment securities
portfolio at the dates indicated. All of the Companys securities are classified as available for sale.



|                                                          |  |                        |        |            |   |                |  |            |        |  |   |       
|--------------------------------------------------------- |  | ---------------------- | ------ | ---------- | - | -------------- |  | ---------- | ------ |  | - | ------
|                                                          |  | At December 31,       
|                                                          |  | 2004                   |        | 2003      
|                                                          |  | Amortized Cost         |        | Fair Value |   | Amortized Cost |  | Fair Value
|                                                          |  | (Dollars in Thousands)
|Securities available for sale:                            |  |                        |        |            |   |                |  |            |        |  |   |       
|U.S. Treasury and U.S. Government agency obligations      |  | $                      | 29,478 |            | $ | 29,228         |  | $          | 26,074 |  | $ | 26,146
|Municipal securities                                      |  |                        | 4,089  |            |   | 4,352          |  |            | 3,207  |  |   | 3,488 
|Mortgage-backed securities                                |  |                        | 8,120  |            |   | 8,059          |  |            | 6,932  |  |   | 6,890 
|                                                          |  |                        |        |            |   |                |  |            |        |  |   |       
|Total investment and mortgage-backed securities portfolio |  | $                      | 41,687 |            | $ | 41,639         |  | $          | 36,213 |  | $ | 36,524
|                                                          |  |                        |        |            |   |                |  |            |        |  |   |       



9



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Investment and Mortgage-backed Securities Portfolio Maturities. The following table sets
forth certain information regarding the amortized cost, weighted average yields, and maturities of the Companys investment and mortgage-backed securities portfolio at December 31, 2004. Expected maturities may differ from contractual
maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.



|                                                          |  |                         |       |              |                   |   |                       |                   |              |  |                     |                       |  |              |       |  |                       |   |              |   |     |                       |      |              |  |   |           |  |      |   |  |   |       
|--------------------------------------------------------- |  | ----------------------- | ----- | ------------ | ----------------- | - | --------------------- | ----------------- | ------------ |  | ------------------- | --------------------- |  | ------------ | ----- |  | --------------------- | - | ------------ | - | --- | --------------------- | ---- | ------------ |  | - | --------- |  | ---- | - |  | - | ------
|                                                          |  | As of December 31, 2004
|                                                          |  | One Year or Less        |       |              | One to Five Years |   |                       | Five to Ten Years |              |  | More than Ten Years |                       |  | Total       
|                                                          |  | WeightedAmortizedCost   |       | AverageYield |                   |   | WeightedAmortizedCost |                   | AverageYield |  |                     | WeightedAmortizedCost |  | AverageYield |       |  | WeightedAmortizedCost |   | AverageYield |   |     | WeightedAmortizedCost |      | AverageYield |  |   | FairValue
|                                                          |  | (Dollars in Thousands) 
|Securities available for sale:                            |  |                         |       |              |                   |   |                       |                   |              |  |                     |                       |  |              |       |  |                       |   |              |   |     |                       |      |              |  |   |           |  |      |   |  |   |       
|U.S. Treasury and U.S. Government agency obligations      |  | $                       | 7,500 |              | 3.19              | % |                       | $                 | 18,992       |  | 3.32                | %                     |  | $            | 2,986 |  | 4.63                  | % |              |   |    |                       |     |              |  | $ | 29,478    |  | 3.42 | % |  | $ | 29,228
|Mortgage-backed securities                                |  |                         |      |              |                  |   |                       |                   | 8,091        |  | 3.55                | %                     |  |              | 19    |  | 3.27                  | % |              |   | 10  |                       | 4.15 | %            |  |   | 8,120     |  | 3.55 | % |  |   | 8,059 
|Municipal securities (1)                                  |  |                         |      |              |                  |   |                       |                   | 1,513        |  | 4.50                | %                     |  |              | 2,282 |  | 4.85                  | % |              |   | 294 |                       | 4.91 | %            |  |   | 4,089     |  | 4.72 | % |  |   | 4,352 
|                                                          |  |                         |       |              |                   |   |                       |                   |              |  |                     |                       |  |              |       |  |                       |   |              |   |     |                       |      |              |  |   |           |  |      |   |  |   |       
|Total investment and mortgage-backed securities portfolio |  | $                       | 7,500 |              |                   |   |                       | $                 | 28,596       |  |                     |                       |  | $            | 5,287 |  |                       |   |              | $ | 304 |                       |      |              |  | $ | 41,687    |  |      |   |  | $ | 41,639
|                                                          |  |                         |       |              |                   |   |                       |                   |              |  |                     |                       |  |              |       |  |                       |   |              |   |     |                       |      |              |  |   |           |  |      |   |  |   |       

---

|(1) | The weighted average yield for municipal securities has not been computed on a tax equivalent basis.
|--- | ----------------------------------------------------------------------------------------------------



10



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Source of Funds



General. The major sources of the Banks funds for lending and other investment purposes are deposits, scheduled principal repayments,
and prepayment of loans and mortgage-backed securities, maturities of investment securities, and operations. Scheduled loan principal repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are
significantly influenced by general interest rates and market conditions. The Bank also has access to advances from the FHLB of Atlanta and correspondent banks. In addition, the Company had access to additional funds through short-term borrowings on
its line of credit. In 2002, the Company through its wholly owned Delaware statutory trust issued $4.125 million of trust preferred securities and used the proceeds to eliminate the borrowings, add an additional source of funds and to bolster
capital. In 2004, the Company through its wholly owned Delaware statutory trust issued an additional $4.64 million of trust preferred securities and used the proceeds for general corporate purposes, including the support of growth of the Bank
through de novo branching and the expansion of product offerings.



Deposits. Customer deposits are attracted principally from within the Banks primary market area through the offering of a broad selection of deposit instruments including demand deposit accounts,
checking accounts, savings, money market deposit, term certificate accounts, and individual retirement accounts (IRAs). In addition, the Bank advertises rates on a national web site from which it receives direct certificate deposits from
other financial institutions, including credit unions. Deposit account terms vary according to the minimum balance required, the time period the funds must remain on deposit and the interest rate. All deposit accounts are insured by the Federal
Deposit Insurance Corporation (FDIC) up to the maximum amount permitted by law.



The following table indicates the amount of the Banks time deposits of $100,000 or more by time remaining until maturity at December 31, 2004.



|                 |  |                        |       
|---------------- |  | ---------------------- | ------
|Maturity         |  | Amount                
|                 |  | (Dollars in Thousands)
|3 months or less |  | $                      | 13,048
|3-6 months       |  |                        | 8,797 
|6-12 months      |  |                        | 13,728
|Over 12 months   |  |                        | 1,358 
|                 |  |                        |       
|                 |  | $                      | 36,931
|                 |  |                        |       



Borrowings. Deposits are the primary source of funds for the Banks lending and investment activities and for its general business purposes. The Bank may obtain advances from the FHLB of Atlanta to supplement its supply
of lendable funds. Advances from the FHLB of Atlanta may be secured by a pledge of the Banks stock in the FHLB of Atlanta and a portion of the Banks first mortgage loans and certain other assets. At December 31, 2004, the Bank had
outstanding FHLB advances of $15.0 million. The Company also has a $1.0 million dollar line of credit with a correspondent bank. There were no funds drawn on this line at December 31, 2004, or 2003. Total available lines of credit at December 31,
2004, were $51.0 million with $15.0 million drawn.



Off Balance Sheet Items



The Company is party to financial instruments with
off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include standby letters of credit and commitments to extend credit. These instruments involve, to varying degrees,
elements of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of
financial instruments. See footnote 11 in the audited financial statements for further details.



Subsidiary Activity



The Bank, which is chartered under the laws of the State of Georgia, is a wholly-owned subsidiary of the Company. The Bank has one wholly owned subsidiary, CCF Financial Services, Inc. CCF Financial Services, Inc., a Georgia corporation,
was formed in 1996 and has remained inactive since that time.



11



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Personnel



As of December 31, 2004, the Bank had 105 full-time and seven part-time employees. The Company does not have any employees other than officers who also
are employees of the Bank. A collective bargaining group does not represent the Banks or the Companys employees.



Supervision and Regulation



Set forth below is a brief description of certain laws, which relate to the regulation of the Company and the Bank. The description does not purport to be
complete and is qualified in its entirety by reference to applicable laws and regulations.



General. The Company is a bank holding company registered with the Board of Governors of the Federal Reserve System (the Federal Reserve) under the Bank Holding Company Act of 1956, as
amended (the BHC Act), and with the Georgia Department of Banking and Finance (the GDBF) under the Georgia Bank Holding Company Act (the Georgia BHC Act). As such, the Company is subject to the supervision,
examination, and reporting requirements of the BHC Act and the Georgia BHC Act, in addition to the regulations of the Federal Reserve and the GDBF.



The BHC Act requires every bank holding company to obtain the prior approval of the Federal Reserve before:



| |  |  | it may acquire direct or indirect ownership or control of any voting shares of any bank if, after such acquisition, the bank holding company will directly or indirectly own or
control more than 5% of the voting shares of the bank;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | it or any of its subsidiaries, other than a bank, may acquire all or substantially all of the assets of any bank; or
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | it may merge or consolidate with any other bank holding company.
| | - |  | ----------------------------------------------------------------



The BHC Act further provides that the Federal Reserve may not approve any transaction that would result in a monopoly, or the effect of which may be
substantially to lessen competition in any section of the country, or that in any other manner would be in restraint of trade, unless the anticompetitive effects of the proposed transaction are clearly outweighed by the public interest in meeting
the convenience and needs of the community to be served. The Federal Reserve is also required to consider the financial and managerial resources and future prospects of the bank holding companies and banks concerned and the convenience and needs of
the community to be served.



Change in Control.Generally, the BHC Act and the Change in Bank Control Act, together with applicable federal regulations, require the Federal Reserve to grant prior approval to any person or company acquiring control of a bank holding company.
Control is presumed conclusively to exist if an individual or company acquires 25% or more of any class of voting securities of a bank holding company. Control is presumed, subject to rebuttal, if a person or company acquires 10% or more, but less
than 25%, of any class of voting securities of a bank holding company and either:



| |  |  | the bank holding company has registered securities under Section 12 of the Securities Exchange Act of 1934; as amended; or
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | no other person owns a greater percentage of that class of voting securities immediately after the transaction.
| | - |  | ---------------------------------------------------------------------------------------------------------------



The Companys common stock is registered under the Securities Exchange Act of 1934.



Permitted Activities. Until recently, the BHC
Act generally prohibited the Company from engaging in activities other than banking or managing or controlling banks or other permissible subsidiaries and from acquiring or retaining direct or indirect control of any company engaged in any
activities other than those activities determined by the Federal Reserve to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. In determining whether a particular activity is permissible, the
Federal Reserve considered whether the performance of such an activity reasonably could be expected to produce benefits to the public that outweigh possible adverse effects.



The Federal Reserve has determined that the following are among the activities permissible for bank holding companies:



| |  |  | factoring accounts receivable;
| | - |  | ------------------------------



12



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| |  |  | acquiring or servicing loans;
| | - |  | -----------------------------



| |  |  | leasing personal property;
| | - |  | --------------------------



| |  |  | conducting discount securities brokerage activities;
| | - |  | ----------------------------------------------------



| |  |  | performing certain data processing services;
| | - |  | --------------------------------------------



| |  |  | acting as agent or broker in selling credit life insurance and certain other types of insurance in connection with credit transactions; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | performing certain insurance underwriting activities
| | - |  | ----------------------------------------------------



Despite prior approval, the Federal Reserve has the power to order a holding company or its subsidiaries to terminate any activity or to terminate its
ownership or control of any subsidiary when it has reasonable cause to believe that continuation of such activity or such ownership or control constitutes a serious risk to the financial safety, soundness, or stability of any bank subsidiary of that
bank holding company.



New Legislation. Changes
to federal law that took effect in March 2000, and new regulations to implement these changes, allow qualifying bank holding companies to become financial holding companies that may affiliate with securities firms and insurance companies and engage
in other activities that are financial in nature. Activities that are financial in nature include:



| |  |  | securities underwriting;
| | - |  | ------------------------



| |  |  | dealing and market making;
| | - |  | --------------------------



| |  |  | sponsoring mutual funds and investment companies;
| | - |  | -------------------------------------------------



| |  |  | insurance underwriting and agency;
| | - |  | ----------------------------------



| |  |  | merchant banking activities; and
| | - |  | --------------------------------



| |  |  | activities that the Federal Reserve determines to be closely related to banking.
| | - |  | --------------------------------------------------------------------------------



For the Company to qualify to become a financial holding company, its depository institution subsidiaries must be well
capitalized and well managed and must have a Community Reinvestment Act rating of at least satisfactory. In addition, the Company must file an election with the Federal Reserve to become a financial holding company and give the Federal
Reserve 30 days written notice prior to engaging in a permitted financial activity. Although the Company does not have any immediate plans to file such an election, our holding company structure gives us the flexibility to make such an election if
deemed appropriate in the future.



The federal law that took
effect in March 2000 also contains provisions that directly impact the following activities and operations of the Bank:



| |  |  | any insurance activities;
| | - |  | -------------------------



| |  |  | the activities of and qualifications for any Bank financial subsidiaries; and
| | - |  | -----------------------------------------------------------------------------



| |  |  | its privacy policies and practices concerning disclosure of consumer information.
| | - |  | ---------------------------------------------------------------------------------



Other Banking Regulators. The FDIC and the GDBF regularly examine the operations of the Bank and have the
authority to approve or disapprove mergers, consolidations, the establishment of branches, and similar corporate actions. The FDIC and the GDBF also have the power to prevent the continuance or development of unsafe or unsound banking practices or
other violations of law.



Payment of Dividends.
The Company is a legal entity separate and distinct from the Bank. The principal sources of cash flow of the Company, including cash flow to pay dividends to its shareholders, are dividends by the Bank. There are federal and state statutory and
regulatory limitations on the payment of dividends by the Bank to the Company as well as by the Company to its shareholders.



The payment of dividends by the Company and the Bank may also be affected or limited by other factors, such as the requirement to comply with capital
adequacy standards set by the regulators and the requirement that the Bank maintain capital at least equal to a liquidation account created at the time a predecessor to the Bank converted from mutual to stock form. The GDBF must approve any dividend
payments that would exceed 50% of the Banks net income for the prior year.



13



---

At December 31, 2004, the Bank could pay a cash dividend to the Company of approximately $1.6 million
without obtaining prior regulatory approval. It is anticipated that the Bank will pay dividends to the Company in the approximate amount of $500,000 for the purpose of funding the Companys payment obligations with respect to the outstanding
junior subordinated debentures and the related trust preferred securities and the payment of cash dividends to shareholders. Pursuant to the terms of the debentures and the trust preferred securities, the Company has the right to defer the quarterly
interest payments under the debentures and the trust preferred securities for up to 20 consecutive quarterly periods. However, during any period in which the Company defers interest payments on the debentures, the Company may not pay a dividend or
make any other payment or distribution on its common stock.



Capital Adequacy. The Company and the Bank must comply with substantially identical capital adequacy standards established by the Federal Reserve for the Company and the FDIC and the GDBF for the Bank. There are two basic
measures of capital adequacy: a risk-based measure and a leverage measure.



The risk-based capital standards are designed to make regulatory capital requirements more sensitive to differences in risk profile among banks and bank holding companies, to account for off-balance-sheet exposure,
and to minimize disincentives for holding liquid assets. Assets and off-balance-sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk-weighted
assets and off-balance-sheet items.



The minimum guideline for
the ratio (the Total Risk-Based Capital Ratio) of total capital (Total Capital) to risk-weighted assets is 8.0%. At least half of total capital must consist of common stock, minority interests in the equity accounts of
consolidated subsidiaries, noncumulative perpetual preferred stock, and a limited amount of cumulative perpetual preferred stock, less goodwill and certain other intangible assets (Tier I Capital). The remainder may consist of
subordinated debt, other preferred stock, and a limited amount of loan loss reserves (Tier 2 Capital). At December 31, 2004, the Companys consolidated total risk-based capital ratio and its Tier I risk-based capital ratio (i.e.,
the ratio of Tier I Capital to risk-weighted assets) were 11.8% and 10.0%, respectively. See Note 15 to the Notes to Consolidated Financial Statements of the Company included in Exhibit 13 to this report for additional information.



In addition, the Federal Reserve and the FDIC have adopted substantially
identical regulations that supplement the risk-based guidelines to include a minimum leverage ratio of 3.0% of Tier I capital to total assets less goodwill (the Leverage Ratio). Depending on the risk profile of the institution and other
factors, the regulatory agencies may require a Leverage Ratio 1.0% to 2.0% higher than the minimum 3.0% level. Generally, bank holding companies are required to maintain a leverage ration of at least 4.0%. At December 31, 2004, our leverage ratio
was 8.5%. The guidelines also provide that bank holding companies experiencing internal growth or making acquisitions will be expected to maintain capital positions substantially above the minimum supervisory levels without significant reliance on
intangible assets. Furthermore, the Federal Reserve has indicated that it will consider a tangible Tier I Capital Leverage Ratio (deducting all intangibles) and other indicia of capital strength in evaluating proposals for expansion or
new activities.



The Company and the Bank were in compliance
with applicable minimum capital requirements as of December 31, 2004. In 2002, the Company, through private placement of trust preferred securities issued by its subsidiary CCF Capital Trust I, a Delaware statutory trust, raised gross proceeds of
$4.125 million. In 2004, the Company, through private placement of additional trust preferred securities issued by its subsidiary CCF Capital Trust II, a Delaware statutory trust, raised gross proceeds of $4.64 million. The trust preferred
securities issued may qualify as tier one capital for regulatory capital purposes and the transaction is reported as a long-term debt obligation of the Company. For further information on this transaction refer to Managements Discussion and
Analysis of Financial Condition and Results of Operations in the Companys 2004 Annual Report to Shareholders included as Exhibit 13 to this report.



Failure to meet capital guidelines could subject a bank to a variety of enforcement remedies, including issuance of a capital directive, the termination
of deposit insurance by the FDIC, a prohibition on the taking of brokered deposits, and other restrictions on its business.



Support of the Bank. Under Federal Reserve policy, the Company is expected to act as a source of financial strength for, and to commit
resources to support, the Bank. This support may be required at times when, absent such Federal Reserve policy, the Company may not be inclined to provide it. In addition, any capital loans by the Company to the Bank are subordinate in right of
payment to deposits and to certain other indebtedness of the Bank. In the event of the Companys bankruptcy, any commitment by the Company to a federal bank regulatory agency to maintain the capital of the Bank will be assumed by the bankruptcy
trustee and entitled to a priority of payment.



14



---

Prompt Corrective Action. Federal financial institution regulators have established five
capital categories (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized). The regulators are required to take certain mandatory supervisory actions, and are authorized to take
other discretionary actions, with respect to institutions in the three undercapitalized categories. The severity of any regulatory action will depend upon the capital category in which the institution falls.



The capital levels covered by each capital category are as follows:



|                               |  |                            |  |                          |  |                          
|------------------------------ |  | -------------------------- |  | ------------------------ |  | -------------------------
|Capital Category               |  | Tier I Capital             |  | Total Risk-Based Capital |  | Tier I Risk-Based Capital
|Well Capitalized               |  | 5% or more                 |  | 10% or more              |  | 6% or more               
|Adequately Capitalized         |  | 4% or more                 |  | 8% or more               |  | 4% or more               
|Significantly Undercapitalized |  | Less than 4%               |  | Less than 6%             |  | Less than 3%             
|Critically Undercapitalized    |  | 2% or less tangible equity |  |                         |  |                         



For purposes of the
regulation, the term tangible equity includes core capital elements counted as Tier I Capital for purposes of the risk-based capital standards, plus the amount of outstanding cumulative perpetual preferred stock (including related
surplus), minus all intangible assets with certain exceptions. A depository institution may be deemed to be in a capitalization category that is lower than is indicated by its actual capital position if it receives an unsatisfactory examination
rating.



An institution that is categorized as
undercapitalized, significantly undercapitalized, or critically undercapitalized is required to submit an acceptable capital restoration plan to its appropriate federal banking agency. A bank holding company must guarantee that a subsidiary
depository institution meets its capital restoration plan, subject to certain limitations. The obligation of a controlling holding company to fund a capital restoration plan is limited to the lesser of 5% of an undercapitalized subsidiarys
assets or the amount required to meet regulatory capital requirements. An undercapitalized institution is also generally prohibited from increasing its average total assets, making acquisitions, establishing any branches, or engaging in any new line
of business, except in accordance with an accepted capital restoration plan or with the approval of the FDIC.



At December 31, 2004, the Bank had the requisite capital levels to qualify as well capitalized.



FDIC Insurance Assessments. The deposit accounts held by the
Bank are insured by the FDIC to a maximum of $100,000 for each insured member (as defined by law and regulation). The FDIC uses a risk-based assessment system for insured depository institutions that takes into account the risks attributable to
different categories and concentrations of assets and liabilities. The system assigns an institution to one of three capital categories: (a) well capitalized; (b) adequately capitalized; and (c) undercapitalized. These three categories are
substantially similar to the prompt corrective action categories described above, with the undercapitalized category including institutions that are undercapitalized, significantly undercapitalized, and critically undercapitalized for
prompt corrective action purposes. An institution is also assigned by the FDIC to one of three supervisory subgroups within each capital group. The supervisory subgroup to which an institution is assigned is based on a supervisory evaluation
provided to the FDIC by the institutions primary federal regulator and information which the FDIC determines to be relevant to the institutions financial condition and the risk posed to the deposit insurance funds (which may include, if
applicable, information provided by the institutions state supervisor). An institutions insurance assessment rate is then determined based on the capital category and supervisory category to which it is assigned.



Insurance of deposits may be terminated by the FDIC upon a finding that the
institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, or condition imposed by the FDIC.



Based on the Banks risk classification, the Bank was not required to
pay an assessment for deposit insurance in 2004, nor will it be required to pay a deposit insurance assessment in 2005. The Bank was required to pay the Bank Insurance Fund Financing Corporation (FICO) assessment in 2004 and will also
pay this assessment in 2005. The FICO assessment rate is set quarterly, and is $1.44 per $100 of Bank deposits for the first quarter of 2005.



15



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Community Reinvestment Act.The Community Reinvestment Act (the CRA) requires
that the federal financial institution regulators examine the record of each financial institution under their supervision to determine whether the institution is meeting the credit needs of the institutions local community, including low and
moderate-income neighborhoods and borrowers. An institutions CRA record is considered in evaluating mergers, acquisitions, and applications to open a branch or facility. Failure to comply with the CRA could submit the Bank to additional
requirements and limitations. The Bank was last examined for CRA compliance as of September 13, 2004, and received a CRA rating of Satisfactory.



Other Rules and Regulations. Interest and other charges collected or contracted for by the Bank are subject to state usury laws and federal
laws concerning interest rates. For example, under the Soldiers and Sailors Civil Relief Act of 1940, a lender is generally prohibited from charging an annual interest rate in excess of 6% on any obligation for which the borrower is a
person on active duty with the United States military.



The
Banks loan operations are also subject to federal laws applicable to credit transactions, such as:



| |  |  | The federal Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | The Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial
institution is fulfilling its obligation to help meet the housing needs of the community it serves;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Fair Credit Reporting Act of 1978, governing the use and provision of information to credit reporting agencies;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | The Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | Soldiers and Sailors Civil Relief Act of 1940, governing the repayment terms of, and property rights underlying, secured obligations of persons in military service; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The rules and regulations of the various federal agencies charged with the responsibility of implementing these federal laws.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



The overdraft protection programs offered by the Bank are further subject to
the Joint Guidance on Overdraft Protection Program (Joint Guidance) issued by federal banking regulatory agencies in February 2005. The Joint Guidance contains three primary sections: safety and soundness considerations; legal risks; and
best practices. The safety and soundness discussion seeks to ensure that financial institutions offering overdraft protection programs adopt adequate policies and procedures to address credit, operational, and other associated risks. The legal risks
discussion advises institutions to have their overdraft protection programs reviewed by legal counsel to ensure overall compliance prior to implementation. The best practices section addresses the marketing and communications in connection with
overdraft protection programs as well as the disclosure and operation of these programs. The Bank will implement policies and procedures to comply with the applicable requirements of the Joint Guidance.



The deposit operations of the Bank are subject to:



| |  |  | The Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative
subpoenas of financial records; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Electronic Funds Transfer Act and Regulation E issued by the Federal Reserve to implement that act, which govern automatic deposits to and withdrawals from deposit accounts and
customers rights and liabilities arising from the use of automated teller machines and other electronic banking services.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Restrictions on Transactions with Affiliates. The Company and the Bank are subject to the provisions of Section 23A of the Federal Reserve
Act. Section 23A places limits on the amount of:



| |  |  | loans or extensions of credit to affiliates;
| | - |  | --------------------------------------------



| |  |  | investment in affiliates;
| | - |  | -------------------------



| |  |  | the purchase of assets from affiliates, except for real and personal property exempted by the Federal Reserve;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | loans or extensions of credit to third parties collateralized by the securities or obligations of affiliates; and
| | - |  | -----------------------------------------------------------------------------------------------------------------



16



---

| |  |  | any guarantee, acceptance or letter of credit issued on behalf of an affiliate.
| | - |  | -------------------------------------------------------------------------------



The total amount of the above transactions is limited in amount, as to any one affiliate, to 10% of a banks capital
and surplus and, as to all affiliates combined, to 20% of a banks capital and surplus. In addition to the limitation on the amount of these transactions, each of the above transactions must also meet specified collateral requirements. The
Company must also comply with other provisions designed to avoid the taking of low-quality assets.



The Company and the Bank are also subject to the provisions of Section 23B of the Federal Reserve Act which, among other things, prohibit an institution
from engaging in the above transactions with affiliates unless the transactions are on terms substantially the same, or at least as favorable to the institution or its subsidiaries, as those prevailing at the time for comparable transactions with
nonaffiliated companies.



The Bank is also subject to
restrictions on extensions of credit to its executive officers, directors, principal shareholders and their related interests. These extensions of credit (1) must be made on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with third parties, and (2) must not involve more than the normal risk of repayment or present other unfavorable features.



Privacy. Financial institutions are required to disclose their policies for collecting and protecting
confidential information. Customers generally may prevent financial institutions from sharing nonpublic personal financial information with nonaffiliated third parties except under narrow circumstances, such as the processing of transactions
requested by the consumer. Additionally, financial institutions generally may not disclose consumer account numbers to any nonaffiliated third party for use in telemarketing, direct mail marketing or other marketing to consumers.



California Privacy Legislation. In response to heightened
public concern for online security and identity theft, the State of California passed 15 privacy and security laws covering many different issues and industries, imposing more stringent privacy compliance than federal law. Legislation that might
impact financial institutions beyond the California border includes, among others, Notice of Security Breach Chapter (Bill A.B.700) and California Financial Information Privacy Act (Bill S.B.1). Bill A.B.700 requires a
business that maintains computerized data of specified personal information to disclose security breaches to any California resident whose unencrypted personal information was, or is reasonably believed to have been, acquired by an unauthorized
person, while Bill S.B.1 prohibits financial institutions from sharing or selling personally identifiable nonpublic information without obtaining a consumers consent. The Company and the Bank will enhance and improve their security and privacy
practices in compliance with all of the applicable privacy legislation.



Anti-Terrorism Legislation. In the wake of the tragic events of September 11, 2001, the President signed the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA PATRIOT) Act of 2001 (the Act). Under the Act, financial institutions are subject to prohibitions against specified financial transactions and account relationships as well as enhanced due diligence and know
your customer standards in their dealings with certain financial institutions and bank customers.



Section 326 of the Act, and regulations implementing this Section, required the Bank to establish by October 1, 2003, and maintain thereafter, a written
Customer Identification Program (CIP) as a part of the Banks Bank Secrecy Act program. The Bank adopted and implemented a CIP to comply with the Act and its implementing regulations prior to the effective date of the CIP
regulations.



Consumer Credit Reporting Legislation.On December 4, 2003, the President signed the Fair and Accurate Credit Transactions Act (the FACT Act). The FACT Act amends the Fair Credit Report Act (the FCRA) to require, among other things, that:



| |  |  | Financial institutions develop policies and procedures to identify potential identity theft and, upon the request of a consumer, place a fraud alert in the consumers credit
file stating that the consumer may be the victim of identity theft or other fraud;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Lenders using consumer reports provide a new notice to consumers if the lenders use risk-based credit pricing programs;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



17



---

| |  |  | Entities that furnish information to consumer reporting agencies implement procedures and policies regarding the accuracy and integrity of the furnished information and regarding
the correction of previously furnished information that is later determined to be inaccurate; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mortgage lenders disclose credit scores to mortgage loan applicants.
| | - |  | --------------------------------------------------------------------



The FACT Act also generally prohibits a business that receives consumer information from an affiliate from using that information for solicitations for
marketing purposes, unless the consumer is first provided a notice and an opportunity to direct the business not to use the information for such purposes.



Certain FACT Act requirements are effective in February 2004, while others are not effective until the fourth quarter of 2004, or even later. The Company
and the Bank will implement policies and procedures to comply with the applicable requirements of the FCRA, as amended by the FACT Act, prior to the effective dates of each of the requirements.



Check 21. The Check Clearing for the 21stCentury Act, or Check 21 as it is commonly known, became effective October 28, 2004. Check 21 facilitates check
collection by creating a new negotiable instrument called a substitute check, which permits, but does not require, financial institutions to replace original checks with substitute checks or information from the original check and
process check information electronically. Financial institutions that do use substitute checks must comply with certain notice and credit rights. Check 21 is expected to cut the time and cost involved in physically transporting paper items and
reduce the time between the deposit of a check in a bank and payment, especially in cases in which items were not already being delivered same-day or overnight. The Bank intends to utilize the Check 21 authority and expects to incur additional costs
for technology necessary to process check information electronically in compliance with Check 21.



Proposed Legislation and Regulatory Action. New regulations and statutes are regularly proposed that contain wide-ranging
proposals for altering the structure, regulations and competitive relationships for the nations financial institutions. It cannot be predicted whether or what form any proposed regulation or statute will be adopted or the extent to which the
business of the Company may be affected by such regulation or statute.



Effect of Governmental Monetary Polices. The Companys earnings are affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. The Federal Reserve
Banks monetary policies have had, and are likely to continue to have, an important impact on the operating results of commercial banks through its power to implement national monetary policy in order, among other things, to curb inflation or
combat a recession. The monetary policies of the Federal Reserve affect the levels of bank loans, investments and deposits through its control over the issuance of United States government securities, its regulation of the discount rate applicable
to member banks and its influence over reserve requirements to which member banks are subject. The Company cannot predict the nature or impact of future changes in monetary and fiscal policies.



Item 2. Description of Property



(a) Properties.



The Company utilizes the offices of the Bank. The Bank operates from its
main office and six branch offices, all of which are owned by the Bank. The Bank owns one parcel of undeveloped real property with a book value of $401,000. This is a vacant lot on Highway 19&41 South in Lovejoy, Georgia, which is being held as
a possible future branch location.



Main Office.



The Banks main office is located at 101 North Main
Street, Jonesboro, Georgia 30236. The building is on a leased land site. This lease is a 30-year land lease expiring in 2027. The Main Office, originally built in 1968 underwent extensive renovations in 2004. In 2003, the Bank purchased the property
adjoining the buildings location. This property is located at 2607 West Mill Street had a net book value of $201,000 and was sold to the City of Jonesboro in 2004 for use as a public parking area.



The net book value of the building and equipment as of December 31, 2004, was
$1,297,000 and $286,000, respectively.



18



---

The Bank obtains rental income through the leasing of space in its main building and its Towne Center
office (described below). During the fiscal years ended December 31, 2004 and December 31, 2003, such rental income was $29,000 and $33,000, respectively.



Fayetteville Office.



The Banks Fayetteville office is located at 440 North Jeff Davis Drive, Fayetteville, Georgia 30214.



The net book value of the land, building, and equipment at 440 North Jeff
Davis Drive location as of December 31, 2004, was $267,000, $915,000, and $150,000, respectively.



Forest Park Office.



The Banks Forest Park office is located at 822 Main Street (formally 4895 Evans Drive), Forest Park, Georgia 30298.



The net book value of the land, building, and equipment at 822 Main Street as
of December 31, 2004, was $78,000, $605,000, and $150,000, respectively.



McDonough Office.



The
Banks McDonough office is located at 203 Keys Ferry Street, McDonough, Georgia 30253. In addition to this property, the Bank previously owned a lot on Georgia Highway 20/81 in Henry County. The Bank initially purchased this property for future
expansion but sold the property to a group of investors in December 2002. In January 2003, the Company entered into a long-term lease agreement with the purchasers of the property and opened a branch facility in August 2003 which is described below
under Heritage Plaza Office.



The net book value of the land,
building, and equipment at 203 Keys Ferry Street as of December 31, 2004, was $335,000, $803,000, and $131,000, respectively.



Morrow Office



The Banks Morrow office was located at 2394 Lake Harbin Road, Morrow, Georgia 30260. This office closed on June 30, 2001 and the property was sold
in 2003.



Towne Center Office



The Banks Towne Center Office is located at 855 Glynn Street South in
Fayetteville, Georgia 30215. This office opened in November 2001.



The net book value of the land, building and equipment on December 31, 2004 was $527,000, $689,000, and $137,000, respectively.



Heritage Plaza Office



The Banks Heritage Plaza Office is located at 860 Highway 20/81 West in McDonough, Georgia 30253. This office opened in August 2003. The office is
located in a building leased by the Bank.



The net book value
of the leasehold improvements and equipment on December 31, 2004 was $150,000, and $197,000, respectively.



Eagles Landing Office



The Banks Eagles Landing Office is located at 1040 Eagles Landing Parkway, Suite 101, Pinnacle 200 Building in Stockbridge, Georgia 30281. This
office opened in July 2004. The office is located in a space leased by the Bank.



19



---

The net book value of the leasehold improvements and equipment on December 31, 2004 was $108,000 and
$212,000, respectively.



(b) Investment Policies.



See Item 1. Description of Business above for a general
description of the Banks investment policies and any percentage of assets limitations regarding certain investments established by regulation or the Banks Board of Directors. All of the Banks investment policies are reviewed and
approved by the Board of Directors of the Bank, and such policies, subject to regulatory restrictions (if any), can be changed without a vote of shareholders. The Banks investments are primarily acquired to produce income, and to a lesser
extent, possible capital gain.



| | (1) | Investments in Real Estate or Interests in Real Estate. See Item 1. Description of Business  Lending Activities, and Item 2. Description of Property. (a)
Properties above.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Investments in Real Estate Mortgages. See Item 1. Description of Business  Lending Activities.
| | --- | -------------------------------------------------------------------------------------------------



| | (3) | Securities of or Interests in Persons Primarily Engaged in Real Estate Activities. See Item 1. Description of Business  Lending Activities.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------



(c) Description of Real Estate and Operating
Data.



Not Applicable.



Item 3. Legal Proceedings



The Company and the Bank, from time to time, are party to ordinary routine
litigation, which arises in the normal course of business, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans, and
other issues incident to the business of the Company and the Bank. In the opinion of management, no material loss is expected from any of such pending claims or lawsuits.



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



No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31,
2004.



PART II



Item 5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities



The information
contained under the section captioned Stock Market Information in the Companys 2004 Annual Report to Shareholders (the Annual Report) included as Exhibit 13 to this Annual Report on Form 10-KSB is incorporated herein by
reference. The information contained in the section captioned Managements Discussion and Analysis of Financial Condition and Results of Operations  Business Strategy  Regulatory Capital in the Annual Report is
incorporated herein by reference.



|                                 |  |                                      |  |                              |       |                                                                                  |   |                                                                                                             |  
|-------------------------------- |  | ------------------------------------ |  | ---------------------------- | ----- | -------------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------------------------------------- | -
|Period (1)                       |  | Total Number of Shares Purchased (2) |  | Average Price Paid per Share |       | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |   | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans orPrograms
|July 1  July 31, 2004           |  | 1,092                                |  | $                            | 15.47 |                                                                                  |  |                                                                                                             | 
|August 1  August 31, 2004       |  |                                     |  |                              |      |                                                                                  |  |                                                                                                             | 
|September 1  September 30, 2004 |  |                                     |  |                              |      |                                                                                  |  |                                                                                                             | 
|                                 |  |                                      |  |                              |       |                                                                                  |   |                                                                                                             |  
|Total                            |  | 1,092                                |  | $                            | 15.47 |                                                                                  |  |                                                                                                             | 
|                                 |  |                                      |  |                              |       |                                                                                  |   |                                                                                                             |  

---

|(1) | The Company did not repurchase any shares in the fourth quarter of 2004.
|--- | ------------------------------------------------------------------------

|(2) | The Company repurchased the shares indicated from certain participants in the Companys Employee Stock Ownership Plan, in each case, upon the termination of the employees
employment with Heritage Bank. The purchase were made pursuant to the terms of the Employee Stock Ownership Plan and such purchases were not made pursuant to a publicly announced plan or program.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 6. Managements Discussion and Analysis or Plan of Operation

The information contained in the section captioned Managements Discussion and Analysis of Financial Condition and
Results of Operations in the Annual Report is incorporated herein by reference.



Item 7. Financial Statements



The
Companys consolidated financial statements in the Annual Report are incorporated herein by reference. These statements are listed under Item 13 of this Annual Report on Form 10-KSB.



20



---

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



None.



Item 8A. Controls and Procedures



As of December 31, 2004 (the Evaluation Date), the Company carried out an evaluation of the effectiveness of the Companys disclosure
controls and procedures (as defined by Rule 15d-14(c) of the Exchange Act) under the supervision and with the participation of the Companys chief executive officer and chief financial officer. Based on and as of the Evaluation Date, the
aforementioned officers have concluded that the Companys disclosure controls and procedures were effective.



The Company also maintains a system of internal accounting controls that is designed to provide assurance that the Companys assets are safeguarded
and that transactions are executed in accordance with managements authorization and properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified
personnel and an internal audit program to monitor its effectiveness. Since the Evaluation Date, there have been no significant changes to this system of internal controls or in other factors that could significantly affect those controls.



Item 8B. Other Information



None.



PART III



Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act



The information required by this item is incorporated herein by reference to
the sections captioned Proposal I  Election of Directors and Section 16(a) Beneficial Ownership Reporting Compliance in the Companys definitive proxy statement for the Companys 2005 Annual Meeting of
Shareholders (the Proxy Statement).



The Company
has adopted a Code of Business Conduct and Ethics that is applicable to all of our executive officers and employees. The Code of Business Conduct and Ethics is posted on the Companys web site at www.heritagebank.com. A copy of the Code
of Business Conduct and Ethics may be obtained without charge upon written request to the Secretary of the Company.



The Audit Committee has at least one financial expert, Roy V. Hall, who is also an independent director and the Chairman of the Audit Committee.



Item 10. Executive Compensation



The information required by this item is incorporated herein by reference to
the section captioned Director and Executive Officer Compensation in the Proxy Statement.



Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



(a) Security Ownership of Certain Beneficial Owners



The information required by this item is incorporated herein by reference to the section captioned Voting Securities and Principal Holders
Thereof in the Proxy Statement.



(b) Security Ownership
of Management



The information required by this item is
incorporated herein by reference to the section captioned Proposal I  Election of Directors in the Proxy Statement.



21



---

(c) Changes in Control



The Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of
which may at a subsequent date result in a change in control of the Company.



(d) Securities Authorized for Issuance Under Equity Compensation Plans



The following table outlines our securities authorized for issuance under equity compensation plans as of December 31, 2004.



|                                                           |  |                                                                                           |  |                                                                            |      |                                                                                                                                           |       
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------- | ---- | ----------------------------------------------------------------------------------------------------------------------------------------- | ------
|Plan Category                                              |  | (A) Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrantsand rights |  | (B) Weighted-average exerciseprice ofoutstandingoptions,warrants andrights |      | (C) Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn (A))
|Equity compensation plans approved by security holders     |  | 343,209                                                                                   |  | $                                                                          | 7.59 |                                                                                                                                           | 60,527
|Equity compensation plans not approved by security holders |  |                                                                                          |  |                                                                            |     |                                                                                                                                           |      
|Total                                                      |  | 343,209                                                                                   |  | $                                                                          | 7.59 |                                                                                                                                           | 60,527



Item 12. Certain Relationships
and Related Transactions



The information required by
this item is incorporated herein by reference to the section captioned Certain Relationships and Related Transactions in the Proxy Statement.



Item 13. Exhibits, List and Reports on Form 8-K



(a)(1) 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 Porter Keadle Moore, L.L.P.



2. CCF Holding Company and Subsidiary



| | (a) | Consolidated Balance Sheets at December 31, 2004 and December 31, 2003
| | --- | ----------------------------------------------------------------------



| | (b) | Consolidated Statements of Earnings for the years ended December 31, 2004 and December 31, 2003
| | --- | -----------------------------------------------------------------------------------------------



| | (c) | Consolidated Statements of Comprehensive Income for the years ended December 31, 2004 and December 31, 2003
| | --- | -----------------------------------------------------------------------------------------------------------



| | (d) | Consolidated Statements of Stockholders Equity for the years ended December 31, 2004 and December 31, 2003
| | --- | -----------------------------------------------------------------------------------------------------------



| | (e) | Consolidated Statements of Cash Flows for the years ended December 31, 2004 and December 31, 2003
| | --- | -------------------------------------------------------------------------------------------------



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



(a)(2) All schedules have been omitted because the required information is either inapplicable or included in the Notes to Consolidated Financial Statements.



(a)(3) Exhibits are either filed or attached as part of this Annual Report on
Form 10-KSB or incorporated herein by reference.



22



---

|      |  |                                                                                                                                                                                                                                                                                                                  
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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)*                                                                                       
|      | 
|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    |  | Annual Report to Shareholders for the fiscal year ended December 31, 2004 (only those portions incorporated by reference in this document are deemed filed)                                                                                                                                                      
|      | 
|14    |  | 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,
2003)                                                                                                                                       
|      | 
|21    |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                   
|      | 
|23    |  | Consent of Porter Keadle Moore, LLP                                                                                                                                                                                                                                                                              



23



---

|     |  |                                                                                                                                                  
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|24   |  | Power of Attorney (see signature page herein)                                                                                                    
|     | 
|31.1 |  | Certification of Principal Executive Officer                                                                                                     
|     | 
|31.2 |  | Certification of Principal Financial Officer                                                                                                     
|     | 
|32.1 |  | 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.

---

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



(b) Reports on Form 8-K.



The Company filed a Current Report on Form 8-K on October 15, 2004 reporting that it issued a press release providing its
current expectations for its financial performance for the quarter ended September 30, 2004. A copy of this press release is attached as Exhibit 99.1 to the Form 8-K.



The Company filed a Current Report on Form 8-K on February 4, 2005 reporting that it issued a press release providing its
current expectations for its financial performance for the quarter and year ended December 31, 2004. A copy of this press release is attached as Exhibit 99.1 to the Form 8-K.



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



Item 14. Principal Accountant Fees and Services



The information required by this item is incorporated herein by reference to
the section captioned Proposal I  Election of Directors  Independent Auditors in the Proxy Statement.



24



---

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 30, 2005 |  |                     |  | David B. Turner                          
|                      |  |                     |  | President, Chief Executive Officer, and  
|                      |  |                     |  | Director (Duly Authorized Representative)



POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears on the signature page to this Report constitutes and appoints David B. Turner and Leonard A. Moreland, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same, with all exhibits hereto, and other documents in connection herewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of the, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.



In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated on March 30, 2005.



|    |  |                                         |  |     |  |                                          
|--- |  | --------------------------------------- |  | --- |  | -----------------------------------------
|By: |  | /s/ David B. Turner                     |  | By: |  | /s/ John B. Lee, Jr                      
|    |  | David B. Turner                         |  |     |  | John B. Lee, Jr.                         
|    |  | President, Chief Executive Officer, and |  |     |  | Chairman of the Board                    
|    |  | Director (Principal Executive Officer)  |  |     |  |                                          
|    |  |                                         | 
|By: |  | /s/ Edwin S. Kemp, Jr.                  |  | By: |  | /s/ Charles S. Tucker                    
|    |  | Edwin S. Kemp, Jr.                      |  |     |  | Charles S. Tucker                        
|    |  | Secretary, Treasurer and Director       |  |     |  | Director                                 
|    |  |                                         | 
|By: |  | /s/ John T. Mitchell                    |  | By: |  | /s/ Mary Jo Rogers                       
|    |  | John T. Mitchell                        |  |     |  | Mary Jo Rogers                           
|    |  | Director                                |  |     |  | Senior Vice President and Chief Financial
|    |  |                                         |  |     |  | Officer (Principal Accounting and        
|    |  |                                         |  |     |  | Financial Officer)                       
|    |  |                                         | 
|By: |  | /s/ Roy V. Hall                         |  | By: |  | /s/ Leonard A. Moreland                  
|    |  | Roy V. Hall                             |  |     |  | Leonard A. Moreland                      
|    |  | Director                                |  |     |  | Executive Vice President and Director    



25