SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                          _______________________

                                FORM 10-KSB
                          _______________________

                Annual Report Pursuant to Section 13 or 15(d)
                   of the Securities Exchange Act of 1934

                 For the Fiscal Year Ended December 31, 2004
               ________________________________________________

                        Commission File Number 0-25929

                         THOMASVILLE BANCSHARES, INC.

                           A Georgia Corporation
                 (IRS Employer Identification No. 58-2175800)
                           301 North Broad Street
                         Thomasville, Georgia 31792
                              (229) 226-3300
                ________________________________________________

                 Securities Registered Pursuant to Section 12(b)
                     of the Securities Exchange Act of 1934:

                                    None
                                    ----

                 Securities Registered Pursuant to Section 12(g)
                     of the Securities Exchange Act of 1934:

                        Common Stock, $1.00 par value
                        -----------------------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes   X     No
                                           ----      ----

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, 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.  [  ]

Revenue for the fiscal year ended December 31, 2004:   $14,415,725

The aggregate market value of the common stock of the Registrant held by
nonaffiliates of the Registrant (2,165,138 shares) on March 28, 2005 was
$36,266,061.  As of such date, no organized trading market existed for the
common stock of the Registrant.  The aggregate market value was computed by
reference to the fair market value of the common stock of the Registrant based
on recent sales of the common stock.  For the purposes of this response,
directors, officers and holders of 5% or more of the Registrant's common stock
are considered the affiliates of the Registrant.

The number of shares outstanding of the Registrant's common stock, as of March
28, 2005: 2,937,832 shares of $1.00 par value common stock.

                   DOCUMENTS INCORPORATED BY REFERENCE
                   -----------------------------------

Portions of the registrant's definitive Proxy Statement to be delivered to
shareholders in connection with its 2005 Annual Meeting of Shareholders are
incorporated by reference in response to Part III of this Report.

Transitional Small Business Disclosure Format (check one)   Yes      No  X
                                                                ----    ----


<PAGE>
                               PART I

              SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
                        LITIGATION REFORM ACT OF 1995

      Certain statements in this Annual Report on Form 10-KSB contain "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995, which statements generally can be identified by the use of
forward-looking terminology, such as "may," "will," "expect," "estimate,"
"anticipate," "believe," "target," "plan," "project," or "continue" or the
negatives thereof or other variations thereon or similar terminology, and are
made on the basis of management's plans and current analyses of the Company, its
business and the industry as a whole.  These forward-looking statements are
subject to risks and uncertainties, including, but not limited to, economic
conditions, competition, interest rate sensitivity and exposure to regulatory
and legislative changes.  The above factors, in some cases, have affected, and
in the future could affect, the Company's financial performance and could cause
actual future results to differ materially from those expressed or implied in
such forward-looking statements.  The Company does not undertake to publicly
update or revise its forward-looking statements even if experience or future
changes make it clear that any projected results expressed or implied therein
will not be realized.

ITEM 1.  DESCRIPTION OF BUSINESS
-------  -----------------------

GENERAL

      Thomasville Bancshares, Inc., a Georgia corporation (the "Company"), was
formed in March 1995 to organize and act as the holding company for Thomasville
National Bank (the "Bank"), a national banking association.  The Bank opened for
business in October 1995, and presently operates two branches in Thomasville,
Georgia.  The Bank is a full service commercial bank, with trust powers, and
offers a full range of interest-bearing and non-interest-bearing accounts,
including commercial and retail checking accounts, money market accounts,
individual retirement and Keogh accounts, regular interest-bearing statement
savings accounts, certificates of deposit, commercial loans, real estate loans,
home equity loans and consumer/installment loans.  In addition, the Bank
provides such consumer services as U.S. Savings Bonds, travelers checks,
cashiers checks, safe deposit boxes, bank by mail services, Internet banking,
direct deposit and automatic teller services.

      The holding company structure was adopted as a mechanism to enhance the
Bank's ability to serve its future customers' requirements for financial
services.  The Company provides flexibility for expansion of the banking
business through the acquisition of other financial institutions and provision
of additional banking-related services which the traditional commercial bank
may not provide under present laws.  For example, banking regulations require
that the Bank maintain a minimum ratio of capital to assets.  In the event that
the Bank's growth is such that this minimum ratio is not maintained, the Company
may borrow funds, subject to the capital adequacy guidelines of the Federal
Reserve Board, and contribute them to the capital of the Bank, or raise capital
otherwise in a manner which is unavailable to the Bank under existing banking
regulations.

      In September 2001, the Bank formed an operating subsidiary, TNB Financial
Services, Inc., a Georgia corporation with trust powers.  On March 31, 2004,
TNB Financial Services was liquidated, with all of its operations being
transferred to TNB Trust Services, a division of the Bank.

      In July 2002, the Company acquired all of the issued and outstanding
capital stock of Joseph Parker & Company, Inc. ("JPC"), a Georgia corporation
and federally registered investment advisory firm located in Thomasville,
Georgia.  In July 2004, JPC's name was changed to TNB Financial Services,
Inc. ("TNBFS").

      At December 31, 2004, the Bank and TNBFS together managed approximately
$302 million in trust, agency and custody accounts.


                                          2
<PAGE>
      MARKET AREA AND COMPETITION

      The market area of the Bank consists of Thomas County, Georgia and is
focused on Thomasville, the county seat. Thomas County has been experiencing
steady growth in both jobs and banking deposits in recent years.  Thomasville
is a regional and commercial medical center for Southwest Georgia.  Thomas
County maintains a steady industrial and agricultural base, which has been
expanding in recent years.  The largest employers in the county include the
John D. Archbold Memorial Hospital and Flowers Industries, Inc. Agricultural
activities in the county are supported by the second-largest fresh vegetable
market in Georgia and a daily cash market for hogs, cattle and poultry.

      Competition among financial institutions in the Bank's market area is
intense.  There are three commercial banks and a total of nine branches in
Thomasville and four additional branches in smaller communities in Thomas
County.  In addition, there is one savings and loan association in Thomasville,
and four credit unions headquartered in Thomas County.

      Financial institutions primarily compete with one another for deposits.
In turn, a bank's deposit base directly affects the bank's loan activities and
general growth.  Primary methods of competition include interest rates on
deposits and loans, service charges on deposit accounts and the offering of
unique financial services products.  The Bank is competing with financial
institutions that have much greater financial resources, and that may be able
to offer more services and possibly better terms to their customers.  However,
the management of the Bank believes that the Bank will be able to attract
sufficient deposits to enable the Bank to compete effectively with other area
financial institutions.

      The Bank competes with existing area financial institutions other than
commercial banks and savings and loan associations, including insurance
companies, consumer finance companies, brokerage houses, credit unions and other
business entities which have recently been invading the traditional banking
markets.  Due to the growth of the Thomasville area, it is anticipated that
additional competition will continue from new entrants to the market.


                                          3
<PAGE>
DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES
AND INTEREST DIFFERENTIAL

      The following is a presentation of the average consolidated balance
sheet of the Company for the years ended December 31, 2004 and 2003.  This
presentation includes all major categories of interest-earning assets and
interest-bearing liabilities:

                                          Year Ended December 31,
                                     ---------------------------------
                                        2004        2003        2002
                                        ----        ----        ----
                                                (In thousands)
AVERAGE CONSOLIDATED ASSETS

Cash and due from banks              $   5,831   $   5,095   $   4,115
                                      --------    --------    --------
Taxable securities                      12,176       8,022       7,636
Federal funds sold                       3,929       5,405       4,443
Net loans                              189,927     166,639     146,018
                                      --------    --------    --------
   Total interest-earning assets       206,032    $ 180,066   $ 158,097
Other assets                             9,835        7,341       8,255
                                      --------    --------    --------
Total assets                         $ 221,698   $ 192,502   $ 170,467
                                      ========    ========    ========

AVERAGE CONSOLIDATED LIABILITIES AND STOCKHOLDERS' EQUITY

Non-interest-bearing deposits        $  21,505   $  18,031   $  16,308
NOW and money market deposits           94,840      84,214      67,648
Savings deposits                         6,510       5,298       4,425
Time deposits                           54,182      51,253      53,534
Other borrowings                        25,711      16,595      12,230
Other liabilities                          943         706       1,698
                                      --------    --------    --------
Total liabilities                    $ 203,691   $ 176,097     155,843
Stockholders' equity                    18,007      16,405      14,624
                                      --------    --------    --------
Total liabilities
 and stockholders' equity            $ 221,698   $ 192,502   $ 170,467
                                      ========    ========    ========


                                          4
<PAGE>
      The following is a presentation of an analysis of the net interest
earnings of the Company for the periods indicated with respect to each major
category of interest-earning asset and each major category of interest-bearing
liability:

<TABLE>
<CAPTION>
                   Year Ended December 31, 2004    Year Ended December 31, 2003    Year Ended December 31, 2002
                   -----------------------------   -----------------------------   ---------------------------
                               Interest  Average              Interest  Average              Interest  Average
                    Average    Earned/   Yield/     Average    Earned/   Yield/     Average   Earned/   Yield/
                     Amount     Paid      Rate       Amount     Paid      Rate       Amount    Paid      Rate
                     ------     ----      ----       ------     ----      ----       ------    ----      ----
                                                        (Dollars in thousands)
     Assets
     ------
<S>                <C>        <C>         <C>      <C>        <C>         <C>      <C>       <C>         <C>
Taxable securities $ 12,176   $   442     3.63%    $  8,022   $   298     3.71%    $  7,636  $   403     5.28%
Federal funds sold    3,929        62     1.58%       5,405        56     1.04%       4,443       78     1.76%
Net loans           189,927(1) 11,313(2)  5.96%     166,639(3) 10,091(4)  6.06%     146,018(5) 9,628(6)  6.59%
                    -------    ------               -------    ------               -------   ------
Total
 earning assets    $206,032   $11,817     5.74%    $180,066   $10,445     5.80%    $158,097  $10,109     6.39%
                    =======    ======               =======    ======               =======   ======
   Liabilities
   -----------
NOW and money
 market deposits   $ 94,840   $ 1,373     1.45%    $ 84,214   $ 1,180     1.40%    $ 67,648  $ 1,368     2.02%
Savings deposits      6,510        65     1.00%       5,298        53     1.00%       4,425       66     1.49%
Time deposits        54,182     1,367     2.52%      51,253     1,644     3.21%      53,534    2,290     4.28%
Other borrowings     25,711       872     3.39%      16,595       697     4.20%      12,230      522     4.27%
                    -------    ------               -------    ------               -------   ------
Total interest
 bearing
 liabilities       $181,243   $ 3,677     2.03%    $157,360   $ 3,574     2.27%    $137,837  $ 4,246     3.08%
                    =======    ======               =======    ======               =======   ======
Net yield on
 earning assets                           3.95%                           3.82%                          3.71%

______________________
<FN>
(1)   At December 31, 2004, $1,806 in loans were not accruing interest.
(2)   Interest earned on net loans includes $460 in loan fees and loan service
      fees.
(3)   At December 31, 2003, $106 in loans were not accruing interest.
(4)   Interest earned on net loans includes $423 in loan fees and loan service
      fees.
(5)   At December 31, 2002, $188 in loans were not accruing interest.
(6)   Interest earned on net loans includes $373 in loan fees and loan service
      fees.
</FN>
</TABLE>


                                          5
<PAGE>
RATE/VOLUME ANALYSIS OF NET INTEREST INCOME

      The effect on interest income, interest expense and net interest income
during the periods indicated, of changes in average balance and rate from the
corresponding prior period is shown below.  The effect of a change in average
balance has been determined by applying the average rate in the earlier period
to the change in average balance in the later period, as compared with the
earlier period.  Changes resulting from average balance/rate variances are
included in changes resulting from rate.  The balance of the change in interest
income or expense and net interest income has been attributed to a change in
average rate.

                                 Year Ended               Year Ended
                               December 31, 2004        December 31, 2003
                                compared with            compared with
                                 Year Ended               Year Ended
                               December 31, 2003        December 31, 2002
                               -----------------        -----------------
                                  Increase (decrease) due to:

                           Volume   Rate    Total    Volume   Rate    Total
                           ------   ----    -----    ------   ----    -----
                                            (In thousands)
Interest earned on:
  Taxable securities       $  150  $    (6) $  144   $   21     (126)   (105)
  Federal funds sold           (6)      12       6       25      (47)    (22)
  Net loans                 1,383     (161)  1,222    1,075     (612)    463
                            -----   ------   -----    -----   ------   -----
Total interest income       1,527     (155)  1,372    1,121     (785)    336
                            -----   ------   -----    -----   ------   -----

Interest paid on:
  NOW deposits
   and money market        $  151  $    42  $  193   $  750  $  (938) $ (188)
  Savings deposits             12       --      12       19      (32)    (13)
  Time deposits               100     (378)   (278)     (94)    (552)   (646)
  Other borrowings            269      (94)    175      184       (9)    175
                            -----   ------   -----    -----   ------   -----
Total interest expense        532     (430)    102      859   (1,531)   (672)
                            -----   ------   -----    -----   ------   -----

Change in net
 interest income           $  995   $  275  $1,270   $  262  $  746  $1,008
                            =====   ======   =====    =====   =====   =====

DEPOSITS

      The Bank offers a full range of interest-bearing and non-interest-bearing
accounts, including commercial and retail checking accounts, money market
accounts, individual retirement and Keogh accounts, regular interest-bearing
statement savings accounts and certificates of deposit with fixed and variable
rates and a range of maturity date options.  The sources of deposits are
residents, businesses and employees of businesses within the Bank's market area,
obtained through the personal solicitation of the Bank's officers and directors,
direct mail solicitation and advertisements published in the local media.  The
Bank pays competitive interest rates on time and savings deposits up to the
maximum permitted by law or regulation.  In addition, the Bank has implemented
a service charge fee schedule competitive with other financial institutions in
the Bank's market area, covering such matters as maintenance fees on checking
accounts, per item processing fees on checking accounts and returned check
charges.


                                          6
<PAGE>
      The following table presents, for the periods indicated, the average
amount of and average rate paid on each of the following deposit categories:

                          Year Ended         Year Ended         Year Ended
                      December 31, 2004  December 31, 2003  December 31, 2002
                      -----------------  -----------------  -----------------
                      Average  Average   Average  Average    Average  Average
Deposit Category      Amount  Rate Paid  Amount  Rate Paid   Amount  Rate Paid
----------------      ------  ---------   ------  ---------  ------  ---------
                                           (Dollars in thousands)
Non-interest-bearing
 demand deposits      $21,505     N/A    $18,031     N/A    $16,308     N/A
NOW and money
  market deposits      94,840    1.45%    84,214    1.40%    67,648    2.02%
Savings deposits        6,510    1.00%     5,298    1.00%     4,425    1.49%
Time deposits          54,182    2.52%    51,253    3.21%    53,534    4.28%

      The following table indicates amounts outstanding of time certificates
of deposit of $100,000 or more and respective maturities at December 31, 2004:

   Time Certificates of Deposit             At December 31, 2004
   ----------------------------             --------------------
                                              (In thousands)
      3 months or less                           $ 3,858
      3-6 months                                   5,288
      6-12 months                                 20,492
      over 12 months                               3,195
                                                  ------
           Total                                 $32,833
                                                  ======

LOAN PORTFOLIO

      The Bank engages in a full complement of lending activities, including
commercial/industrial, consumer and real estate loans.  As of December 31, 2004,
the Bank had a legal lending limit for unsecured loans of up to $3,050,000 to
any one person.

      While risk of loss in the Bank's loan portfolio is primarily tied to the
credit quality of its various borrowers, risk of loss may also increase due to
factors beyond the Bank's control, such as local, regional and/or national
economic downturns.  General conditions in the real estate market may also
impact the relative risk in the Bank's real estate portfolio.  Of the Bank's
target areas of lending activities, commercial loans are generally considered
to have greater risk than real estate loans or consumer installment loans.

      The Bank participates with other banks with respect to loans originated
by the Bank which exceed the Bank's lending limits.  Management of the Bank does
not believe that loan participations necessarily pose any greater risk of loss
than other loans.

      The following is a description of each of the major categories of loans
in the Bank's loan portfolio:

      COMMERCIAL, FINANCIAL AND AGRICULTURAL LOANS.  Commercial lending is
directed principally towards businesses whose demands for funds fall within the
Bank's legal lending limits and which are potential deposit customers of the
Bank.  This category of loans includes loans made to individual, partnership or
corporate borrowers, and obtained for a variety of business purposes.
Particular emphasis is placed on loans to small- and medium-sized businesses.
The primary repayment risk for commercial loans is the failure of the business
due to economic or financial factors.  Although the Bank typically looks to a
commercial borrower's cash flow as the principal source of repayment for such
loans, many commercial loans are secured by inventory, equipment, accounts
receivable, and other assets.


                                          7
<PAGE>
      CONSUMER LOANS.  The Bank's consumer loans consist primarily of
installment loans to individuals for personal, family and household purposes,
including automobile loans to individuals and pre-approved lines of credit.
This category of loans also includes lines of credit and term loans secured by
second mortgages on the residences of borrowers for a variety of purposes,
including home improvements, education and other personal expenditures.  In
evaluating these loans the Bank reviews the borrower's level and stability of
income and past credit history and the impact of these factors on the ability
of the borrower to repay the loan in a timely manner.  In addition, the Bank
maintains a proper margin between the loan amount and collateral value.

      REAL ESTATE LOANS.  The Bank's real estate loans consist of residential
first and second mortgage loans, residential construction loans and commercial
real estate loans to a limited degree.  These loans are made consistent with
the Bank's appraisal policy and real estate lending policy which detail maximum
loan-to-value ratios and maturities.  These loan-to-value ratios are sufficient
to compensate for fluctuations in the real estate market to minimize the risk
of loss to the Bank.

      The following table presents various categories of loans contained in
the Bank's loan portfolio as of the dates indicated and the total amount of all
loans for such periods:

                                            As of December 31,
                           ------------------------------------------------
   Type of Loan               2004      2003      2002      2001      2000
   ------------               ----      ----      ----      ----      ----
                                              (In thousands)
Commercial, financial
 and agricultural          $ 48,498  $ 43,179  $ 34,841  $ 40,032  $ 29,605
Real Estate - construction    7,919     9,834    11,588     6,334     3,511
Real Estate - mortgage      138,978   117,167   101,046    80,747    64,976
Installment and other
 loans to individuals        11,158    11,531     9,147     8,788    10,391
                            -------   -------   -------   -------   -------
Subtotal                    206,553   181,711   156,622   135,901   108,484
Less:  allowance
       for possible
       loan losses           (2,225)   (1,961)   (1,722)   (1,565)   (1,365)
                            -------   -------   -------   -------   -------
Total (net of allowances)  $204,328  $179,750  $154,900  $134,336  $107,118
                            =======   =======   =======   =======   =======

      The following is a presentation of an analysis of maturities of certain
loans as of December 31, 2004:

                                                 Due         Due
                                 Due 1       After 1 to     After
   Type of Loan               Year or Less     5 Years     5 Years     Total
   ------------               ------------     -------     -------     -----
                                              (In thousands)
Commercial, financial
 and agricultural               $38,902       $ 9,596      $ --       $48,498
Real Estate - construction        7,919          --          --         7,919
                                 ------        ------       -----      ------
     Total                      $46,821       $ 9,596      $ --       $56,417
                                 ======        ======       =====      ======

      For the above loans, the following is a presentation of an analysis of
sensitivities to changes in interest rates as of December 31, 2004:

                                                  Due        Due
                                   Due 1      After 1 to    After
   Interest Category            Year or Less    5 Years    5 Years     Total
   -----------------            ------------    -------    -------     -----
                                                 (In thousands)
Predetermined interest rate      $ 9,410       $ 2,780      $ --      $12,190
Floating interest rate            37,411         6,816        --       44,227
                                  ------        ------      -----      ------
     Total                       $46,821       $ 9,596      $ --      $56,417
                                  ======        ======      =====      ======

      At December 31, 2004 and 2003, the total recorded investment in impaired
loans, all of which had allowances determined in accordance with FASB Statements
No. 114 and No. 118, amounted to approximately $3,582,215 and $2,922,261,
respectively.  The average recorded investment in impaired loans amounted to
approximately $3,111,468 and $3,332,748 for 2004 and 2003, respectively.  The
allowance related to impaired loans amounted to approximately $435,817 and
$340,885 at December 31, 2004 and 2003, respectively.  The balance of the
allowance in excess of the above specific reserves is available to absorb the
inherent losses of all other loans.  Interest income recognized on impaired
loans for 2004 and 2003 amounted to $213,496 and $184,326, respectively.  The
amount of interest recognized on impaired loans using the cash method of
accounting was not material for 2004 and 2003.  Loans on non-accrual status at
December 31, 2004 and 2003 had outstanding balances of $1,806,413 and $105,752,
respectively.  Interest recognized on non-accruing loans at December 31, 2004
and 2003 was $68,356 and $4,228, respectively.  The Bank  has no commitments to
lend additional funds to borrowers whose loans have been modified.


                                          8
<PAGE>
      As of December 31, 2004, there were no loans not disclosed above that are
classified for regulatory purposes as doubtful, substandard or special mention
which (i) represent or result from trends or uncertainties which management
reasonably expects will materially impact future operating results, liquidity,
or capital resources, or (ii) represent material credits about which management
is aware of any information which causes management to have serious doubts as
to the ability of such borrowers to comply with the loan repayment terms.

      Accrual of interest is discontinued on a loan when management of the Bank
determines upon consideration of economic and business factors affecting
collection efforts that collection of interest is doubtful. The following table
provides information regarding certain loan classifications.

<TABLE>
<CAPTION>
                                              At December 31,
              -----------------------------------------------------------------------------
                   2004            2003            2002            2001            2000
              -------------   -------------   -------------   -------------   -------------
                   Aggregate       Aggregate       Aggregate       Aggregate       Aggregate
                    Princi-         Princi-         Princi-         Princi-         Princi-
                #     pal       #     pal       #     pal       #     pal       #     pal
              Loans Balance   Loans Balance   Loans Balance   Loans Balance   Loans Balance
              ----- -------   ----- -------   ----- -------   ----- -------   ----- -------
<S>            <C> <C>          <C> <C>        <C> <C>         <C> <C>         <C> <C>
Loans over
90 days
past due
but still
accruing
interest        6  $  165,777    8  $ 70,613    2  $ 12,869     0  $  --        4  $30,890

Loans
considered
to be
"trouble-
debt"
restruc-
tured           1  $  186,974    1  $151,386    1  $151,196     7  $555,097

Loans
on non-
accrual
status         21  $1,806,413    7  $105,752   14  $188,122    24  $595,646
</TABLE>

SUMMARY OF LOAN LOSS EXPERIENCE

     An analysis of the Bank's loss experience is furnished in the following
table for the periods indicated, as well as a breakdown of the allowance for
possible loan losses:

            ANALYSIS OF THE ALLOWANCE FOR POSSIBLE LOAN LOSSES

                                          Year Ended December 31,
                                 ------------------------------------------
                                  2004     2003     2002     2001     2000
                                  ----     ----     ----     ----     ----
                                             (Dollars in thousands)
Balance at beginning of period   $1,961   $1,722   $1,565   $1,365   $1,110
Charge-offs:
   Real estate loans                (10)    (120)     (51)     (61)    (203)
   Installments and
    other loans to individuals      (67)     (65)     (55)    (118)     (37)
   Commercial loans                (181)      (7)     (39)     (51)     (19)
Recoveries                           12       11       62       16        4
                                  -----    -----    -----    -----    -----
Net charge-offs                    (246)    (181)     (83)    (215)    (255)
Additions charged to operations     510      420      240      415      510
                                  -----    -----    -----    -----    -----
Balance at end of period         $2,225   $1,961   $1,722   $1,565   $1,365
                                  =====    =====    =====    =====    =====

  Ratio of net charge-offs during
   the period to average loans
   outstanding during the period   .13%     .11%     .06%     .18%     .26%
                                   ====     ====     ====     ====     ====


                                          9
<PAGE>
     At December 31, of each of the last five years the allowance was allocated
as follows:

<TABLE>
<CAPTION>
                                                                  At December 31,
                            --------------------------------------------------------------------------------------------
                                 2004               2003              2002                2001               2000
                            ----------------   ----------------   ----------------   ----------------   ----------------
                                    Percent            Percent            Percent            Percent            Percent
                                    of loans           of loans           of loans           of loans           of loans
                                    in each            in each            in each            in each            in each
                                    category           category           category           category           category
                                    to total           to total           to total           to total           to total
                            Amount   loans     Amount   loans     Amount   loans     Amount   loans     Amount   loans
                            ------  --------   ------  --------   ------  --------   ------  --------   ------  --------
                                                (Dollars in thousands)
<S>                         <C>      <C>       <C>      <C>       <C>      <C>       <C>      <C>       <C>      <C>
Commercial, Financial
 and Agricultural           $  680    23.5%    $  590    23.8%    $  490    22.2%    $  510    29.5%    $  396    22.2%
Real Estate - Construction     130     3.8%       150     5.4%       190     7.4%       103     4.7%        67     7.4%
Real Estate - Mortgage       1,150    67.3%       990    64.5%       870    64.5%       771    59.3%       706    64.5%
Installment and Other
 Loans to Individuals          210     5.4%       220     6.3%       150     5.9%       146     6.5%       164     5.9%
Unallocated                     55     N/A         11     N/A         22     N/A         35     N/A         32     N/A
                             -----   -----      -----   -----      -----   -----      -----   -----      -----   -----
Total                       $2,225   100.0%    $1,961   100.0%    $1,722   100.0%    $1,565   100.0%    $1,365   100.0%
                             =====   =====      =====   =====      =====   =====      =====   =====      =====   =====
</TABLE>

LOAN LOSS RESERVE

      As of December 31, 2004, 23.5% of outstanding loans were in the category
of commercial loans, which includes commercial, industrial and agricultural
loans.  Although commercial loans are generally considered by management as
having greater risk than other categories of loans in the Bank's loan portfolio,
96.5% of these commercial loans at December 31, 2004 were made on a secured
basis.  Management believes that the secured condition of the preponderant
portion of its commercial loan portfolio greatly reduces any risk of loss
inherently present in commercial loans.

      The Bank's consumer loan portfolio is also well secured.  At December 31,
2004, 94.0% of the Bank's consumer loans were secured by collateral primarily
consisting of automobiles, boats and other personal property.  Management
believes that these loans involve less risk than commercial loans.

      Real estate mortgage loans constituted 67.3% of outstanding loans at
December 31, 2004.  The loans in this category represent residential and
commercial real estate mortgages where the amount of the original loan generally
does not exceed 85% of the appraised value of the collateral.  These loans are
considered by management to be well secured with a low risk of loss.

      A review of the loan portfolio by an independent firm is conducted
annually.  The purpose of this review is to assess the risk in the loan
portfolio and to evaluate management's determination of the adequacy of the
allowance for loan losses.  The review includes analyses of historical
performance, the level of non-conforming and rated loans, loan volume and
activity, review of loan files and consideration of economic conditions and
other pertinent information.  Upon completion, the report is approved by the
Board and management of the Bank.  In addition to the above review, the Bank's
primary regulator, the Office of the Comptroller of the Currency (the "OCC"),
also conducts an annual examination of the loan portfolio.  Upon completion,
the OCC presents its report of findings to the Board and management of the Bank.
Information provided from the above two independent sources, together with
information provided by the management of the Bank and other information known
to members of the Board, are utilized by the Board to monitor, on a quarterly
basis, the loan portfolio.  Specifically, the Board attempts to identify risks
inherent in the loan portfolio (e.g., problem loans, potential problem loans
and loans to be charged off), assess the overall quality and collectibility of
the loan portfolio, and determine amounts of the allowance for loan losses and
the provision for loan losses to be reported based on the results of their
review.


                                          10
<PAGE>
INVESTMENTS

      As of December 31, 2004, investment securities comprised approximately
7.7% of the Bank's assets and net loans comprised approximately 85.2% of the
Bank's assets.  The Bank invests primarily in direct obligations of the United
States, obligations guaranteed as to principal and interest by the United
States, obligations of agencies of the United States and certificates of deposit
issued by commercial banks.  In addition, the Bank enters into Federal Funds
transactions with its principal correspondent banks, and acts as a net seller
of such funds.  The sale of Federal Funds amounts to a short-term loan from the
Bank to another bank.

      The following table presents, for the dates indicated, the book value of
the Bank's investments.  All securities held at December 31, 2004, 2003 and
2002 were categorized as available for sale.

                                                       December 31,
                                               ---------------------------
                                                 2004      2003      2002
                                                 ----      ----      ----
                                                     (In thousands)
     Obligations of U.S.
      Treasury and other U.S. Agencies         $16,396    $7,691    $6,128
     Corporate equity                              290       240       240
     Other securities                              348       400       450
     Federal Reserve Bank and
      Federal Home Loan Bank Stock               1,387     1,080       840
                                                ------     -----     -----
          Total                                $18,421    $9,411    $7,658
                                                ======     =====     =====

      The following table indicates as of December 31, 2004 the amount of
investments due in (i) one year or less, (ii) one to five years, (iii) five
to ten years, and (iv) over ten years:

                                                At December 31, 2004
                                                --------------------
                                                             Weighted
                                                              Average
                                               Amount          Yield
                                               ------         -------
                                               (Dollars in thousands)
     Obligations of U.S.
     Treasury and other U.S. Agencies:
        0 - 1 year                             $5,817         1.86%
        Over 1 through 5 years                  9,569         3.59%
        Over 5 through 10 years                 1,010         5.23%
     Other securities:
        0 - 1 year                                --           --
        Over 1 through 5 years                    --           --
        Over 5 through 10 years                   348         10.5%
     Federal Reserve Bank and Federal
      Home Loan Bank Stock, no maturity         1,387         3.95%
     Corporate equity, no maturity                290         1.03%
                                               ------         -----
          Total                               $18,421         3.25%
                                               ======         =====


                                          11
<PAGE>
RETURN ON EQUITY AND ASSETS

      Returns on average consolidated assets and average consolidated equity
for the periods indicated were as follows:

                                                  Year Ended December 31,
                                                --------------------------
                                                 2004      2003      2002
                                                 ----      ----      ----
     Return on average assets                    1.20%     1.02%     1.03%
     Return on average equity                    14.7%    11.9 %     12.0%
     Average equity to average assets ratio       8.1%     8.5 %      8.6%
     Dividend payout ratio                       25.4%    33.2 %     32.5%

ASSET/LIABILITY MANAGEMENT

      It is the objective of the Bank to manage assets and liabilities to
provide a satisfactory, consistent level of profitability within the framework
of established cash, loan, investment, borrowing and capital policies.  Certain
of the officers of the Bank are responsible for monitoring policies and
procedures that are designed to ensure acceptable composition of the
asset/liability mix, stability and leverage of all sources of funds while
adhering to prudent banking practices.  It is the overall philosophy of
management to support asset growth primarily through growth of core deposits,
which include deposits of all categories made by individuals, partnerships and
corporations.  Management of the Bank seeks to invest the largest portion of
the Bank's assets in commercial, consumer and real estate loans.

      The Bank's asset/liability mix is monitored on a daily basis with a
monthly report reflecting interest-sensitive assets and interest-sensitive
liabilities being prepared and presented to the Bank's Board of Directors.  The
objective of this policy is to control interest-sensitive assets and liabilities
so as to minimize the impact of substantial movements in interest rates on the
Bank's earnings.

CORRESPONDENT BANKING

      Correspondent banking involves the providing of services by one bank to
another bank which cannot provide that service for itself from an economic or
practical standpoint.  The Bank purchases correspondent services offered by
larger banks, including check collections, purchase of Federal Funds, security
safekeeping, investment services, coin and currency supplies, overline and
liquidity loan participations and sales of loans to or participations with
correspondent banks.

      The Bank sells loan participations to correspondent banks with respect
to loans which exceed the Bank's lending limit.  As compensation for services
provided by a correspondent, the Bank may maintain certain balances with such
correspondents in non-interest bearing accounts.  At December 31, 2004, the
Bank had outstanding participations totaling $11,092,490.

DATA PROCESSING

      The Bank performs a full range of data processing services internally,
including an automated general ledger, deposit accounting, commercial, real
estate and installment lending data processing, central information file and
ATM processing.

EMPLOYEES

      At March 28, 2005, the Bank employed 53 persons on a full-time basis,
including 16 officers, and 5 persons on a part-time basis.


                                          12
<PAGE>
MONETARY POLICIES

      The results of operations of the Bank are affected by credit policies
of monetary authorities, particularly the Federal Reserve Board.  The
instruments of monetary policy employed by the Federal Reserve Board include
open market operations in U.S. Government securities, changes in the discount
rate on member bank borrowings, changes in reserve requirements against member
bank deposits and limitations on interest rates which member banks may pay on
time and savings deposits.  In view of changing conditions in the national
economy and in the money markets, as well as the effect of action by monetary
and fiscal authorities, including the Federal Reserve Board, no prediction can
be made as to possible future changes in interest rates, deposit levels, loan
demand or the business and earnings of the Bank.

REGISTRAR AND TRANSFER AGENT

      SunTrust Bank, Atlanta serves as the Transfer Agent and Registrar for
the Company's common stock.

SUPERVISION AND REGULATION

      The following discussion sets forth some of the material elements of the
regulatory framework applicable to bank holding companies and their subsidiaries
and provides some specific information relative to the Company.  The regulatory
framework is intended primarily for the protection of depositors and the Bank
Insurance Fund and not for the protection of security holders and creditors.
To the extent that the following information describes statutory and regulatory
provisions, it is qualified in its entirety by reference to the particular
statutory and regulatory provisions.

THE COMPANY

      GENERAL.  As a bank holding company, the Company is regulated under the
Bank Holding Company Act of 1956 (the "BHC Act"), as well as other federal and
state laws governing the banking business.  The Federal Reserve Board is the
primary regulator of the Company, and supervises the Company's activities on a
continual basis.  The Bank is also subject to regulation and supervision by
various regulatory authorities, including the Federal Reserve Board, the Office
of the Comptroller of the Currency (the "OCC") and the Federal Deposit Insurance
Corporation (the "FDIC").

      BANK HOLDING COMPANY REGULATION.  In general, the BHC Act limits bank
holding company business to owning or controlling banks and engaging in other
banking-related activities.  Bank holding companies must obtain the Federal
Reserve Board's approval before they:

     *  acquire direct or indirect ownership or control of any voting shares
        of any bank that results in total ownership or control,  directly or
        indirectly, of more than 5% of the voting shares of such bank;
     *  merge or consolidate with another bank holding company; or
     *  acquire substantially all of the assets of any additional banks.

      Subject to certain state laws, a bank holding company that is adequately
capitalized and adequately managed may acquire the assets of both in-state and
out-of-state banks.  With certain exceptions, the BHC Act prohibits bank holding
companies from acquiring direct or indirect ownership or control of voting
shares in any company that is not a bank or a bank holding company unless the
Federal Reserve Board determines such activities are incidental or closely
related to the business of banking.

      The Change in Bank Control Act of 1978 requires a person (or group of
persons acting in concert) acquiring "control" of a bank holding company to
provide the Federal Reserve Board with 60 days' prior written notice of the
proposed acquisition.  Following receipt of this notice, the Federal Reserve
Board has 60 days (or up to 90 days if extended) within which to issue a notice
disapproving the proposed acquisition.  In addition, any "company" must obtain
the Federal Reserve Board's approval before acquiring 25% (5% if the "company"
is a bank holding company) or more of the outstanding shares or otherwise
obtaining control over the Company.


                                          13
<PAGE>
      FINANCIAL SERVICES MODERNIZATION.  The Gramm-Leach-Bliley Financial
Modernization Act of 1999 (the "Modernization Act"), enacted on November 12,
1999, amended the BHC Act and,

     *  allows bank holding companies that qualify as "financial holding
        companies" to engage in a substantially broader range of non-banking
        activities than was permissible under prior law;
     *  allows insurers and other financial services companies to acquire
        banks;
     *  allows national banks, and some state banks, either directly or
        through operating subsidiaries, to engage in certain non-banking
        financial activities;
     *  removes various restrictions that applied to bank holding company
        ownership of securities firms and mutual fund advisory companies; and
     *  establishes the overall regulatory structure applicable to bank
        holding companies that also engage in insurance and securities
        operations.

      If the Company, which has not obtained qualification as a "financial
holding company," were to do so in the future, the Company would be eligible
to engage in, or acquire companies engaged in, the broader range of activities
that are permitted by the Modernization Act, provided that if any of the
Company's banking subsidiaries were to cease to be "well capitalized" or "well
managed" under applicable regulatory standards, the Federal Reserve Board could,
among other things, place limitations on the Company's ability to conduct these
broader financial activities or, if the deficiencies persisted, require the
Company to divest the banking subsidiary.  In addition, if the Company were to
be qualified as a financial holding company and any of its banking subsidiaries
were to receive a rating of less than satisfactory under the Community
Reinvestment Act of 1977 (the "CRA"), the Company would be prohibited from
engaging in any additional activities other than those permissible for bank
holding companies that are not financial holding companies.  The broader range
of activities that financial holding companies are eligible to engage in
includes those that are determined to be "financial in nature", including
insurance underwriting, securities underwriting and dealing, and making merchant
banking investments in commercial and financial companies.

      TRANSACTIONS WITH AFFILIATES.  The Company and the Bank are deemed to be
affiliates within the meaning of the Federal Reserve Act, and transactions
between affiliates are subject to certain restrictions.  Generally, the Federal
Reserve Act limits the extent to which a financial institution or its
subsidiaries may engage in "covered transactions" with an affiliate.  It also
requires all transactions with an affiliate, whether or not "covered
transactions," to be on terms substantially the same, or at least as favorable
to the institution or subsidiary, as those provided to a non-affiliate. The term
"covered transaction" includes the making of loans, purchase of assets, issuance
of a guarantee and other similar types of transactions.

      TIE-IN ARRANGEMENTS.  The Company and the Bank cannot engage in certain
tie-in arrangements in connection with any extension of credit, sale or lease
of property or furnishing of services.  For example, with certain exceptions,
neither the Company nor the Bank may condition an extension of credit on either
a requirement that the customer obtain additional services provided by either
the Company or the Bank, or an agreement by the customer to refrain from
obtaining other services from a competitor.  The Federal Reserve Board has
adopted exceptions to its anti-tying rules that allow banks greater flexibility
to package products with their affiliates.  These exceptions were designed to
enhance competition in banking and non-banking products and to allow banks and
their affiliates to provide more efficient, lower cost service to their
customers.

      SOURCE OF STRENGTH.  Under Federal Reserve Board policy, the Company is
expected to act as a source of financial strength to the Bank and to commit
resources to support the Bank.  This support may be required at times when,
absent that Federal Reserve Board policy, the Company may not find itself able
to provide it.  Capital loans by a bank holding company to any of its subsidiary
banks are subordinate in right of payment to deposits and to certain other
indebtedness of such subsidiary banks.  In the event of a bank holding company's
bankruptcy, any commitment by the bank holding company to a federal bank
regulatory agency to maintain the capital of a subsidiary bank will be assumed
by the bankruptcy trustee and entitled to a priority of payment.


                                          14
<PAGE>
      Federal law also authorizes the OCC to order an assessment of the Company
if the capital of the Bank were to become impaired.  If the Company failed to
pay the assessment within three months, the OCC could order the sale of the
Company's stock in the Bank to cover the deficiency.

      SUBSIDIARY DIVIDENDS.  The Company is a legal entity separate and distinct
from the Bank.  A major portion of the Company's revenues results from amounts
paid as dividends to the Company by the Bank.  The OCC's prior approval is
required if the total of all dividends declared by a national bank in any
calendar year will exceed the sum of that bank's net profits for that year and
its retained net profits for the preceding two calendar years, less any required
transfers to surplus.  Federal law also prohibits national banks from paying
dividends that would be greater than the bank's undivided profits after
deducting statutory bad debt in excess of the bank's allowance for loan losses.

      In addition, the Company and the Bank are subject to various general
regulatory policies and requirements relating to the payment of dividends,
including requirements to maintain adequate capital above regulatory minimums.
The appropriate federal regulatory authority is authorized to determine under
certain circumstances relating to the financial condition of a bank or bank
holding company that the payment of dividends would be an unsafe or unsound
practice and to prohibit payment thereof.  The appropriate federal regulatory
authorities have indicated that paying dividends that deplete a bank's capital
base to an inadequate level would be an unsound and unsafe banking practice and
that banking organizations should generally pay dividends only out of current
operating earnings.

      STATE LAW RESTRICTIONS.  As a Georgia business corporation, the Company
may be subject to certain limitations and restrictions under applicable Georgia
corporate law. In addition, although the Bank is a national bank and therefore
primarily regulated by the OCC, Georgia banking law may restrict certain
activities of the Bank.

THE BANK

      GENERAL.  The Bank, as a national banking association, is subject to
regulation and examination by the OCC.  The federal laws that apply to the
Bank regulate, among other things, the scope of its business, its investments,
its reserves against deposits, the timing of the availability of deposited funds
and the nature and amount of and collateral for loans.  The laws and regulations
governing the Bank generally have been promulgated to protect depositors and not
to protect shareholders of the Company or the Bank.

      COMMUNITY REINVESTMENT ACT.  The CRA requires that, in connection with
examinations of financial institutions within their jurisdiction, the OCC
evaluate the record of the financial institutions in meeting the credit needs
of their local communities, including low and moderate income neighborhoods,
consistent with the safe and sound operation of those banks.  These factors are
also considered in evaluating mergers, acquisitions, and applications to open a
branch or facility.

      INSIDER CREDIT TRANSACTIONS.  Banks are also subject to certain
restrictions imposed by the Federal Reserve Act on extensions of credit to
executive officers, directors, principal shareholders, or any related interests
of such persons.  Extensions of credit must be made on substantially the same
terms, including interest rates and collateral, and follow credit underwriting
procedures that are not less stringent than those prevailing at the time for
comparable transactions with persons not covered above and who are not
employees.  Also, such extensions of credit must not involve more than the
normal risk of repayment or present other unfavorable features.

      FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT.  Under the Federal
Deposit Insurance Corporation Improvement Act of 1991 (the "FDICIA"), each
federal banking agency has prescribed, by regulation, noncapital safety and
soundness standards for institutions under its authority. These standards cover
internal controls, information systems, and internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, fees and benefits, such other operational and managerial standards
as the agency determines to be appropriate, and standards for asset quality,
earnings and stock valuation.


                                          15
<PAGE>
      INTERSTATE BANKING AND BRANCHING.  The Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 (the "IBBEA") permits nationwide interstate
banking and branching under certain circumstances.  This legislation generally
authorizes interstate branching and relaxes federal law restrictions on
interstate banking.  Currently, bank holding companies may purchase banks in
any state, and states may not prohibit such purchases.  Additionally, banks are
permitted to merge with banks in other states as long as the home state of
neither merging bank has "opted out."  The IBBEA requires regulators to consult
with community organizations before permitting an interstate institution to
close a branch in a low-income area.  The IBBEA also prohibits the interstate
acquisition of a bank if, as a result, the bank holding company would control
more than ten percent of the total United States insured depository deposits or
more than thirty percent, or the applicable state law limit, of deposits in the
acquired bank's state.  The federal banking agencies prohibit banks from using
their interstate branches primarily for deposit production and have accordingly
implemented a loan-to-deposit ratio screen to ensure compliance with this
prohibition.

      Georgia has "opted in" to the IBBEA and allows in-state banks to merge
with out-of-state banks subject to certain requirements.  Georgia law generally
authorizes the acquisition of an in-state bank by an out-of-state bank by merger
with a Georgia financial institution that has been in existence for at least 3
years prior to the acquisition.  With regard to interstate bank branching, out-
of-state banks that do not already operate a branch in Georgia may not establish
de novo branches in Georgia.

      DEPOSIT INSURANCE.  The deposits of the Bank are currently insured to a
maximum of $100,000 per depositor through a fund administered by the FDIC.  All
insured banks are required to pay semi-annual deposit insurance premium
assessments to the FDIC.

CAPITAL ADEQUACY

      Federal bank regulatory agencies use capital adequacy guidelines in the
examination and regulation of bank holding companies and banks.  If capital
falls below minimum guideline levels, the holding company or bank may be denied
approval to acquire or establish additional banks or nonbank businesses or to
open new facilities.

      The FDIC, the OCC and the Federal Reserve Board use risk-based capital
guidelines for banks and bank holding companies.  These are designed to make
such capital requirements more sensitive to differences in risk profiles 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 guidelines are
minimums, and the Federal Reserve Board has noted that bank holding companies
contemplating significant expansion programs should not allow expansion to
diminish their capital ratios and should maintain ratios well in excess of the
minimum.  The current guidelines require all bank holding companies and
federally-regulated banks to maintain a minimum risk-based total capital ratio
equal to 8%, of which at least 4% must be Tier 1 capital.  Tier 1 capital for
bank holding companies includes common shareholders' equity, certain qualifying
perpetual preferred stock and minority interests in equity accounts of
consolidated subsidiaries, less intangibles except as described above.


                                          16
<PAGE>
      The FDIC, the OCC and the Federal Reserve Board also employ a leverage
ratio, which is Tier 1 capital as a percentage of total assets less intangibles,
to be used as a supplement to risk-based guidelines. The principal objective of
the leverage ratio is to constrain the maximum degree to which a bank holding
company or bank may leverage its equity capital base.  A minimum leverage ratio
of 3% is required for the most highly rated bank holding companies and banks.
Other bank holding companies and banks and bank holding companies seeking to
expand, however, are required to maintain leverage ratios of at least 4% to 5%.

      The FDICIA created a statutory framework of supervisory actions indexed
to the capital level of the individual institution.  Under regulations adopted
by the FDIC, the OCC and the Federal Reserve Board, an institution is assigned
to one of five capital categories depending on its total risk-based capital
ratio, Tier 1 risk-based capital ratio, and leverage ratio, together with
certain subjective factors.  Institutions which are deemed to be
"undercapitalized" depending on the category to which they are assigned are
subject to certain mandatory supervisory corrective actions.

OTHER LAWS AND REGULATIONS

      INTERNATIONAL MONEY LAUNDERING ABATEMENT AND ANTI-TERRORIST FINANCING ACT
OF 2001.  On October 26, 2001, the USA PATRIOT Act was enacted.  It includes the
International Money Laundering Abatement and Anti-Terrorist Financing Act of
2001 (the "IMLAFA") and strong measures to prevent, detect and prosecute
terrorism and international money laundering.  As required by the IMLAFA, the
federal banking agencies, in cooperation with the U.S. Treasury Department,
established rules that generally apply to insured depository institutions and
U.S. branches and agencies of foreign banks.

      Among other things, the new rules require that financial institutions
implement reasonable procedures to (1) verify the identity of any person opening
an account; (2) maintain records of the information used to verify the person's
identity; and (3) determine whether the person appears on any list of known or
suspected terrorists or terrorist organizations.  The rules also prohibit banks
from establishing correspondent accounts with foreign shell banks with no
physical presence and encourage cooperation among financial institutions, their
regulators and law enforcement to share information regarding individuals,
entities and organizations engaged in terrorist acts or money laundering
activities.   The rules also limit a financial institution's liability for
submitting a report of suspicious activity and for voluntarily disclosing a
possible violation of law to law enforcement.

      SARBANES-OXLEY ACT OF 2002.  The Sarbanes-Oxley Act of 2002 (the "SOA")
was enacted to address corporate and accounting fraud.  It established a new
accounting oversight board that enforces auditing standards and restricts the
scope of services that accounting firms may provide to their public company
audit clients.  Among other things, it also (i) requires chief executive
officers and chief financial officers to certify to the accuracy of periodic
reports filed with the SEC; (ii) imposes new disclosure requirements regarding
internal controls, off-balance-sheet transactions, and pro forma (non-GAAP)
disclosures; (iii) accelerates the time frame for reporting of insider
transactions and periodic disclosures by certain public companies; and (iv)
requires companies to disclose whether or not they have adopted a code of
ethics for senior financial officers and whether the audit committee includes
at least one "audit committee financial expert."

      The SOA requires the SEC, based on certain enumerated factors, to
regularly and systematically review corporate filings.  To deter wrongdoing,
it (i) subjects bonuses issued to top executives to disgorgement if a
restatement of a company's financial statements was due to corporate misconduct;
(ii) prohibits an officer or director from misleading or coercing an auditor;
(iii) prohibits insider trades during pension fund "blackout periods"; (iv)
imposes new criminal penalties for fraud and other wrongful acts; and (v)
extends the period during which certain securities fraud lawsuits can be brought
against a company or its officers.

      PRIVACY.  Under the Modernization Act, federal banking regulators adopted
rules limiting the ability of banks and other financial institutions to disclose
nonpublic information about consumers to nonaffiliated third parties.  The rules
require disclosure of privacy policies to consumers and, in some circumstances,
allow consumers to prevent disclosure of certain personal information to
nonaffiliated third parties.  The privacy provisions of the Modernization Act
affect how consumer information is transmitted through diversified financial
services companies and conveyed to outside vendors.


                                          17
<PAGE>
      FUTURE LEGISLATION.  Changes to federal and state laws and regulations
can affect the operating environment of bank holding companies and their
subsidiaries in substantial and unpredictable ways.  From time to time, various
legislative and regulatory proposals are introduced.  These proposals, if
codified, may change banking statutes and regulations and the Company's
operating environment in substantial and unpredictable ways.  If codified, these
proposals could increase or decrease the cost of doing business, limit or expand
permissible activities or affect the competitive balance among banks, savings
associations, credit unions and other financial institutions.  The Company
cannot accurately predict whether those changes in laws and regulations will
occur, and, if those changes occur, the ultimate effect they would have upon the
Company's financial condition or results of operation.


ITEM 2.  DESCRIPTION OF PROPERTY
-------  -----------------------

      The Bank's main office is located at 301 North Broad Street in
Thomasville, Georgia.  The building contains approximately 10,000 square feet
of finished space.  The building contains a lobby, a vault, eight offices, four
teller stations, three drive-in windows, a boardroom conference facility and
a loan operations area.  The Bank's main office also serves as the Company's
executive offices.

      The Bank also operates a branch office at 1320 Remington Avenue in
Thomasville, Georgia.  The branch facility consists of 2,400 square feet of
space and contains of a lobby, four inside teller stations, three drive-up
windows and a drive-up ATM.

      The Bank also owns an approximately 5,000 square foot office building
located adjacent to the main office of the Bank.  The building contains the
Bank's bookkeeping area and operations, TNB Trust Services Division offices,
and TNB Financial Services, Inc. offices.

      The Company does not own or lease any real property.


ITEM 3.  LEGAL PROCEEDINGS
-------  -----------------

      There are no material pending legal proceedings to which the Company or
the Bank is a party or of which any of their properties are subject; nor are
there material proceedings known to the Company to be contemplated by any
governmental authority; nor are there material proceedings known to the Company,
pending or contemplated, in which any director, officer or affiliate or any
principal security holder of the Company, or any associate of any of the
foregoing is a party or has an interest adverse to the Company or the Bank.


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

      No matter was submitted during the quarter ended December 31, 2004 to a
vote of security holders of the Company.


                                          18
<PAGE>
                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-------  --------------------------------------------------------

MARKET INFORMATION

      The Company's common stock is quoted in the "pink sheets."  The following
table sets forth the high and low bid prices for the Company's common stock
during 2004 and 2003, as reported in the pink sheets.  These prices reflect
inter-dealer quotations without retail mark-ups, markdowns, or commissions and
may not necessarily represent actual transactions. These prices reflect the 2-
for-1 stock split effected in July 2004.

                                         High            Low
                                         ----            ---
                 2003
                 ----
                 First quarter         $11.00          $ 9.75
                 Second quarter         11.00            9.75
                 Third quarter          11.00           10.00
                 Fourth quarter         11.00           10.50

                 2004
                 ----
                 First quarter         $11.25          $10.75
                 Second quarter         11.38           11.00
                 Third quarter          12.75           12.00
                 Fourth quarter         13.25           12.00

HOLDERS OF COMMON STOCK

      As of March 15, 2005, the number of holders of record of the Company's
common stock was 650.

CASH DIVIDENDS

      The Company paid a cash dividend of $0.46 per share in July 2004 and a
cash dividend of $0.45 per share in June 2003. Future dividend policy will
depend on the Bank's earnings, capital requirements, financial condition and
other factors considered relevant by the Board of Directors of the Company.

      The Bank is restricted in its ability to pay dividends under the national
banking laws and by OCC regulations.  Pursuant to 12 U.S.C. Section 56, a
national bank may not pay dividends from its capital.  All dividends must be
paid out of undivided profits, subject to other applicable provisions of law.
Payments of dividends out of undivided profits is further limited by 12 U.S.C.
Section 60(a), which prohibits a bank from declaring a dividend on its shares
of common stock until its surplus equals its stated capital, unless there has
been transferred to surplus not less than 1/10 of the Bank's net income of the
preceding two consecutive half-year periods (in the case of an annual dividend).
Pursuant to 12 U.S.C. Section 60(b), OCC approval is required if the total of
all dividends declared by the Bank in any calendar year exceeds the total of its
net income for that year combined with its retained net income for the preceding
two years, less any required transfers to surplus.


                                          19
<PAGE>
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------  -----------------------------------------------------------------------
         OF OPERATIONS
         -------------

      The following discussion of the Company's financial condition and results
of operations should be read in conjunction with the Company's consolidated
financial statements and related notes included elsewhere herein.

OVERVIEW

      The Company's principal asset is its ownership of the Bank. Accordingly,
the Company's results of operations are primarily dependent upon its results of
operations of the Bank.  The Bank conducts a commercial banking business
consisting of attracting both retail and business deposits, and applying those
funds to the origination of commercial, consumer and real estate loans
(including commercial loans collateralized by real estate).  The Bank's
profitability depends primarily on net interest income, which is the difference
between interest income generated from interest-earning assets (i.e., loans and
investments) less the interest expense incurred on interest-bearing liabilities
(i.e., customer deposits and borrowed funds). Net interest income is affected
by the relative amounts of interest-earning assets and interest-bearing
liabilities, and the interest rate earned and paid on these balances. Net
interest income is dependent upon the Bank's interest-rate spread, which is the
difference between the average yield earned on its interest-earning assets and
the average rate paid on its interest-bearing liabilities. When interest-earning
assets approximate or exceed interest-bearing liabilities , any positive
interest rate spread will generate net interest income. The interest rate spread
is impacted by interest rates, deposit flows, and loan demand. Additionally, and
to a lesser extent, the Bank's profitability is affected by such factors as the
level of noninterest income and expenses, the provision for loan losses, and its
effective tax rate. Noninterest income consists primarily of service charges and
fees. Noninterest expense consists of salaries and employee benefits, occupancy
expenses, professional fees, and other operating expenses.

      The Company's results of operations are also dependent upon the results
of operations of TNBFS.  The earnings of TNBFS are generated primarily through
fees received for asset management services.

CRITICAL ACCOUNTING POLICIES

      Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties, and could potentially result in
materially different results under different assumptions and conditions.  The
Company believes that the most critical accounting policies upon which its
financial condition depends, and which involve the most complex or subjective
decisions or assessments are as follows:

      ALLOWANCE FOR LOAN LOSSES.  Arriving at an appropriate level of allowance
for loan losses involves a high degree of judgment.  The Company's allowance for
loan losses provides for probable losses based upon evaluations of known and
inherent risks in the loan portfolio.  Management uses historical information to
assess the adequacy of the allowance for loan losses as well as the prevailing
business environment; as it is affected by changing economic conditions and
various external factors, which may impact the portfolio in ways currently
unforeseen.  The allowance is increased by provisions for loan losses and by
recoveries of loans previously charge-off and reduced by loans charged-off.  For
a full discussion of the Company's methodology of assessing the adequacy of the
allowance for loan losses, see the "Allowance for Loan Losses" discussion below,
as well as Note 2 in the Company's consolidated financial statements included in
this Report.

      INCOME TAXES.  The Company estimates income tax expense based on the
amount it expects to owe various tax authorities.  Taxes are discussed in more
detail in Note 13 of the consolidated financial statements.  Accrued taxes
represent the net estimated amount due to or to be received from taxing
authorities.  In estimating accrued taxes, management assesses the relative
merits and risks of the appropriate tax treatment of transactions taking into
account statutory, judicial and regulatory guidance in the context of its tax
position.  Although the Company uses available information to record accrued
income taxes, underlying estimates and assumptions can change over time as a
result of unanticipated events or circumstances such as changes in tax laws
influencing the Company's overall tax position.


                                          20
<PAGE>
      VALUATION OF GOODWILL/INTANGIBLE ASSETS AND ANALYSIS FOR IMPAIRMENT. In
its endeavor to enhance shareholders' value, the Company acquired TNBFS
(formerly Joseph Parker & Co., Inc.) in July 2002.  TNBFS is a well established
money management firm with approximately $200 million under management.  The
Company utilized the purchase method to reflect the acquisition of TNBFS.
Accordingly, the Company was required to record assets acquired and liabilities
assumed at their fair value which is an estimate determined by the use of
internal or other valuation techniques.  These valuation estimates result in
goodwill and other intangible assets.  Goodwill is subject to ongoing periodic
impairment tests and is evaluated using various fair value techniques including
multiples of price/equity and price/earnings ratios.

RESULTS OF OPERATIONS

      For 2004, total assets increased by $34.4 million to $239.9 million.  Cash
and cash equivalents increased by $0.1 million to $6.6 million; securities
increased by $9.0 million to $18.4 million; loans increased by $24.6 million to
$204.3 million; and all remaining assets increased by $0.7 million to $10.5
million.

      To fund the growth in assets, deposits increased by $33.7 million to
$199.2 million; borrowings decreased by $0.5 million to $19.4 million; federal
funds purchased decreased by $1.2 million to $1.1 million; and the equity
accounts increased by $2.2 million to $19.5 million.

Net Interest Income

      Presented below are various components of assets and liabilities, interest
income and expense as well as their yield/cost for the period indicated.

                                 Year Ended                Year Ended
                              December 31, 2004         December 31, 2003
                              -----------------         -----------------
                                   Interest                   Interest
                           Average  Income/  Yield/   Average  Income/ Yield/
                           Balance  Expense   Cost    Balance  Expense  Cost
                           -------  -------   ----    -------  -------  ----
                                        (Dollars in thousands)
Federal funds sold         $  3,929  $    62  1.58%  $  5,405  $    56  1.04%
Securities                   12,176      442  3.63%     8,022      298  3.71%
Loans, net                  189,927   11,313  5.96%   166,639   10,091  6.06%
                            -------   ------          -------   ------
   Total earning assets    $206,032  $11,817  5.74%  $180,066  $10,445  5.80%
                            =======   ======          =======   ======

Interest bearing deposits  $155,532  $ 2,805  1.80%  $140,765  $ 2,877  2.04%
Other borrowings             25,711      872  3.39%    16,595      697  4.20%
                            -------   ------          -------   ------
   Total interest
   -bearing liabilities    $181,243  $ 3,677  2.03%  $157,360  $ 3,574  2.27%
                            =======   ======          =======   ======

Net yield on earning assets                   3.95%                     3.82%

      Net yield on interest-earning assets for 2004 and 2003 was 3.95% and
3.82%, respectively.  The Company was able to increase its net yield on earning
assets despite a general decline in the interest rate environment.  This was
achieved primarily due to a robust loan demand, and management's ability to
reduce the cost of funds faster than the reduction in the yield on earning
assets.


                                          21
<PAGE>
Non-Interest Income

      Non-interest income for 2004 and 2003 amounted to $2,598,675 and
$2,074,606, respectively.  As a percent of average assets, non-interest income
increased from 1.07% in 2003 to 1.17% in 2004.  The increase in non-interest
income is primarily due to fee income generated by TNBFS for money management
services, as well as fee income generated by the Bank for trust services.  The
Bank was also able to increase fees for services, such as data processing, it
provides to other financial institutions.

      The following table summarizes the major components of non-interest income
for the years ended December 31, 2004 and 2003.


                                            Year ended December 31,
                                            -----------------------
                                              2004            2003
                                              ----            ----
                                                 (In thousands)
   Fees, money management                   $ 1,025         $   918
   Service fees on deposit accounts             644             662
   Trust services                               474             273
   Miscellaneous, other                         456             222
                                            -------         -------
      Total non-interest income             $ 2,599         $ 2,075
                                            =======         =======

Non-Interest Expense

      Non-interest expense increased from $5,499,396 in 2003 to $6,002,620 in
2004.  As a percent of total average assets, non-interest expense decreased from
2.86% in 2003 to 2.71% in 2004.  The increase is primarily due to costs
associated with the expansion of TNBFS as well as the Bank's trust department.
However, as evidenced by the fact that non-interest expense, as a percent of
total average assets, decreased from calendar year 2003 to 2004, the Company has
achieved a higher degree of efficiency.

      The following table summarizes the major components of non-interest
expense for 2004 and 2003.

                                            2004            2003
                                            ----            ----
                                               (In thousands)
     Salaries and benefits                $  3,252        $  3,035
     Data processing, ATM                      217             193
     Professional fees                         327             291
     Advertising and public relations          337             243
     Depreciation, amortization                395             430
     Other operating expenses                1,475           1,307
                                           -------         -------
        Total non-interest expense        $  6,003        $  5,499
                                           =======         =======

Allowance For Loan Losses

      During 2004, the allowance for loan losses increased from $1,960,822 to
$2,224,845.  As a percent of gross loans, the allowance for loan losses remained
constant at 1.08% for both 2003 and 2004.  Net charge-offs during 2004 amounted
to $245,977, or 0.13% of average loans.  During 2003, the allowance for loan
losses increased from $1,722,097 to $1,960,822.  As a percent of gross loans,
the allowance for loan losses declined from 1.10% in 2002 to 1.08% in 2003.  Net
charge-offs during 2003 amounted to $181,275, or 0.11% of average loans.  As of
December 31, 2004, management considers the allowance for loan losses to be
adequate to absorb future losses.  However, there can be no assurance that
charge-offs in future periods will not exceed the allowance for loan losses or
that additional provisions to the allowance will not be required.


                                          22
<PAGE>
INTEREST RATE SENSITIVITY

      Net interest income, the Company's primary source of earnings, fluctuates
with significant interest rate movements.  To lessen the impact of these margin
swings, the balance sheet should be structured so that repricing opportunities
exist for both assets and liabilities in roughly equivalent amounts at
approximately the same time intervals.  Imbalances in these repricing
opportunities at any time constitute interest rate sensitivity.

      Interest rate sensitivity refers to the responsiveness of interest-earning
assets and interest-bearing liabilities to changes in market interest rates.
The rate sensitive position, or gap, is the difference in the volume of rate
sensitive assets and liabilities at a given time interval.  The general
objective of gap management is to manage rate sensitive assets and liabilities
so as to reduce the impact of interest rate fluctuations on the net interest
margin.  Management generally attempts to maintain a balance between rate
sensitive assets and liabilities as the exposure period is lengthened to
minimize the Company's overall interest rate risk.

      The asset mix of the balance sheet is continually evaluated in terms of
several variables:  yield, credit quality, appropriate funding sources and
liquidity.  To effectively manage the liability mix of the balance sheet, there
should be a focus on expanding the various funding sources.  The Company's
interest rate sensitivity position at December 31, 2004 is presented in the
following table.  The difference between rate sensitive assets and rate
sensitive liabilities, or the interest rate sensitivity gap, is shown at the
bottom of the table.  Since all interest rates and yields do not adjust at the
same pace, the gap is only a general indicator of rate sensitivity.

                                   After
                                   three    After     After
                                   months    six       one
                                    but     months   year but
                          Within   within    but      within   After
                          three     six     within     five    five
                          months   months  one year    years   years   Total
                         ------   ------  --------  --------  -----    -----
                                     (Dollars in thousands)
EARNING ASSETS
Loans                   $114,052 $ 10,117  $ 13,889  $64,296 $ 4,199  $206,553
Available-for-sale
 securities                5,201     --         616    9,819   2,785    18,421
Federal funds sold           662     --        --       --      --         662
                         -------  -------   -------   ------  ------   -------
Total earning assets    $119,915 $ 10,117  $ 14,505  $74,115 $ 6,984  $225,636
                         =======  =======   =======   ======  ======   =======

SUPPORTING SOURCE OF FUNDS
Federal funds
  purchased             $  1,097 $   --    $   --    $  --   $  --    $  1,097
Interest-bearing demand
  deposits and savings   110,959     --        --       --      --     110,959
Certificates,
  less than $100M         13,956    2,473     7,782    5,141    --      29,352
Certificates,
  $100M and over           3,858    5,288    20,492    3,195    --      32,833
Borrowings                 1,012    2,285     2,024    5,284    --      19,376
                         -------  -------   -------   ------  ------   -------
Total interest-
  bearing liabilities   $130,882 $ 10,046  $ 30,298  $13,620 $ 8,771  $193,617
                          ======  =======   =======   ======  ======   =======

Interest rate
  sensitivity gap      $(10,967) $     71  $(15,793) $60,495 $(1,787) $ 32,019

Cumulative gap         $(10,967) $(10,896) $(26,689) $33,806 $32,019  $ 32,019

Interest rate
  sensitivity gap ratio    0.92      1.01      0.48     5.44    0.80      1.17

Cumulative interest rate
  sensitivity gap ratio    0.92      0.92      0.84     1.18    1.17      1.17

      As evidenced by the table above, at December 31, 2004, the Company was
liability sensitive up to one year, and asset sensitive thereafter.  In a
declining interest rate environment, a liability sensitive position (a gap ratio
of less than 1.0) is generally more advantageous since liabilities are repriced
sooner than assets.  Conversely, in a rising interest rate environment, an asset
sensitive position (a gap ratio over 1.0) is generally more advantageous as
earning assets are repriced sooner than the liabilities.  With respect to the
Company, an increase in interest rates would reduce income for one year and
increase income thereafter.  Conversely, a decline in interest rates would
increase income for one year and decrease income thereafter.  This, however,
assumes that all other factors affecting income remain constant.


                                          23
<PAGE>
      As the Company continues to grow, management will continuously structure
its rate sensitivity position to best hedge against rapidly rising or falling
interest rates.  The Bank's Asset/Liability Committee meets on a monthly basis
and develops management's strategy for the upcoming period.  This strategy
includes anticipations of future interest rate movements.

LIQUIDITY

      Liquidity represents the ability to provide steady sources of funds for
loan commitments and investment activities, as well as to maintain sufficient
funds to cover deposit withdrawals and payment of debt and operating
obligations.  These funds can be obtained by converting assets to cash or by
attracting new deposits.  The Company's primary source of liquidity is its
ability to maintain and increase deposits through the Bank.  Deposits increased
by $33.7 million during 2004 and by $11.6 million in 2003.

      Below are the pertinent liquidity balances and ratios at December 31, 2004
and 2003:

                                                  December 31,
                                         ----------------------------
                                           2004                 2003
                                         -------              -------
                                              (Dollars in thousands)
  Cash and cash equivalents              $ 6,626              $ 6,531
  Securities                              18,421                9,411
  CDs, over $100,000
   to total deposits ratio                 16.5%                11.3%
  Loan to deposit ratio                   102.6%               108.6%
  Brokered deposits                       18,228                 --

      Cash and cash equivalents are the primary source of liquidity.  At
December 31, 2004, cash and cash equivalents amounted to $6.6 million,
representing 2.8% of total assets.  Securities available for sale provide a
secondary source of liquidity.  At December 31, 2004, total securities amounted
to $18.4 million, representing 7.7% of total assets.

      At December 31, 2004, large denomination certificates accounted for 16.5%
of total deposits.  As a percent of total deposits, large denomination
certificates increased from 11.3% at December 31, 2003 to 16.5% at December 31,
2004.  Large denomination CDs are generally more volatile than other deposits.
As a result, management continually monitors the competitiveness of the rates it
pays on its large denomination CDs and periodically adjusts its rates in
accordance with market demands.  Significant withdrawals of large denomination
CDs may have a material adverse effect on the Bank's liquidity.

      Brokered deposits are deposit instruments, such as certificates of
deposit, deposit notes, bank investment contracts and certain municipal
investment contracts that are issued through brokers and dealers who then offer
and/or sell these deposit instruments to one or more investors.  As of December
31, 2004, the Company had $18.2 million in brokered deposits, many in large
denomination CDs.

      Management knows of no trends, demands, commitments, events or
uncertainties that should result in or are reasonably likely to result in the
Company's liquidity increasing or decreasing in any material way in the
foreseeable future.


                                          24
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

      In the normal course of business, the Bank enters into certain off-balance
sheet transactions that are connected with meeting the financing needs of its
customers.  These off-balance sheet arrangements consist of letters of credit
and commitments to extend credit.

      At December 31, 2004 and 2003, the Company had unused loan commitments
of approximately $25.1 million and $21.2 million, respectively.  Additionally,
standby letters of credit of approximately $4.4 million and $2.7 were
outstanding at December 31, 2004 and 2003, respectively.  The majority of these
commitments are collateralized by various assets.  No material losses are
anticipated as a result of these transactions.

CAPITAL ADEQUACY

      There are primary measures of capital adequacy for banks and bank holding
companies:  (i) risk-based capital guidelines and (ii) the leverage ratio.

      Risk-based capital guidelines measure the amount of a bank's required
capital in relation to the degree of risk perceived in its assets and its off-
balance sheet items.  Under the risk-based capital guidelines, capital is
divided into two "tiers."  Tier 1 capital consists of common shareholders'
equity, non-cumulative and cumulative (bank holding companies only) perpetual
preferred stock and minority interest.  Goodwill is subtracted from the total.
Tier 2 capital consists of the allowance for loan losses, hybrid capital
instruments, term subordinated debt and intermediate term preferred stock.
Banks are required to maintain a minimum risk-based capital ratio of 8.0%,
with at least 4.0% consisting of Tier 1 capital.

      The second measure of capital adequacy relates to the leverage ratio.
The OCC has established a 3.0% minimum leverage ratio requirement.  The leverage
ratio is computed by dividing Tier 1 capital by total assets.

      The table below illustrates the Bank's and Company's regulatory capital
ratios at December 31, 2004:


                                                          Minimum
                                                         Regulatory
                                    December 31, 2004    Requirement
                                    -----------------    -----------
 Bank
 ----
 Tier 1 Capital                           10.3%              4.0%
 Tier 2 Capital                            1.2%              N/A
    Total risk-based capital ratio        11.5%              8.0%
 Leverage ratio                            7.7%              3.0%

 Company - Consolidated
 ----------------------
 Tier 1 Capital                           10.8%              4.0%
 Tier 2 Capital                            1.2%              N/A
    Total risk-based capital ratio        12.0%              8.0%
 Leverage ratio                            8.1%              3.0%

      The above ratios indicate that the capital positions of the Company and
the Bank are sound and that the Company is well positioned for future growth.

RECENT ISSUANCE OF TRUST PREFERRED SECURITIES

      On March 30, 2005, the Company, through a newly formed Delaware statutory
trust, completed the sale of $4.0 million of trust preferred securities (the
"Trust Preferred Securities").  The Trust Preferred Securities have a maturity
of 30 years and are redeemable beginning in June 2010 or upon the occurrence of
certain other conditions.  The Company will use approximately $2.7 million of
the proceeds from the sale of the Trust Preferred Securities to repay holding
company indebtedness and the remaining approximately $1.3 million will be
contributed as capital to the Bank.  The Trust Preferred Securities pay
cumulative cash distributions accumulating from the date of issuance at an
annual rate of LIBOR plus 1.90% of the liquidation amount of $1,000 per
preferred security on March 31, June 30, September 30 and December 31 of each
year. The Trust Preferred Securities will be recorded as subordinated debt on
the consolidated balance sheet, but, subject to certain limitations, will
qualify as Tier 1 capital for regulatory capital purposes.


                                          25
<PAGE>
ITEM 7.  FINANCIAL STATEMENTS
-------  --------------------

      The following financial statements are filed as Exhibit 99.1 to this
report and are incorporated herein by reference:

      Independent Auditors' Report

      Consolidated Balance Sheets as of December 31, 2004 and 2003

      Consolidated Statements of Income for the Years Ended December 31, 2004
      and 2003

      Consolidated Statements of Changes in Shareholders' Equity for the Years
      Ended December 31, 2004 and 2003

      Consolidated Statements of Cash Flows for the Years Ended December 31,
      2004 and 2003

      Notes to Consolidated Financial Statements


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-------  ---------------------------------------------------------------
         FINANCIAL DISCLOSURE.
         ---------------------

      There has been no occurrence requiring a response to this Item.

ITEM 8A.  CONTROLS AND PROCEDURES
--------  -----------------------

      The Company's Chief Executive Officer and Chief Financial Officer have
evaluated the Company's disclosure controls and procedures as of the end of the
fiscal year covered by this Report on Form 10-KSB and have concluded that the
Company's disclosure controls and procedures are effective.  During the fourth
quarter of 2004, there were no changes in the Company's internal control over
financial reporting that have materially affected, or that are reasonably likely
to materially affect, the Company's internal control over financial reporting.

ITEM 8B.  OTHER INFORMATION.
--------  ------------------

      Not applicable.


                                      PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
-------  -------------------------------------------------------------
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
         -------------------------------------------------

      The information relating to directors and executive officers of the
Company contained in the Company's definitive Proxy Statement to be delivered
to shareholders in connection with the 2005 Annual Meeting of Shareholders (the
"2005 Proxy Statement") is incorporated herein by reference.


ITEM 10.  EXECUTIVE COMPENSATION
--------  ----------------------

      The information relating to executive compensation contained in the 2005
Proxy Statement is incorporated herein by reference.


                                          26
<PAGE>
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------  --------------------------------------------------------------

      With the exception of the equity compensation plan information provided
below, the information relating to this item contained in the 2005 Proxy
Statement is incorporated herein by reference.

                                                                    Number of
                                                                    securities
                                   Number of                         remaining
                                  securities         Weighted-       available
                                     to be            average       for future
                                  issued upon         exercise       issuance
                                  exercise of         price of      under equity
                                  outstanding        outstanding    compensation
         Plan Category              options            options         plans
         -------------              -------            -------         -----
Equity compensation plans not
 approved by security holders
 (employee stock options)           19,200             $ 8.36             0

Employee compensation plans
 approved by security holders          0                  -               0

Total                               19,200             $ 8.36             0


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------  ----------------------------------------------

      The information relating to certain relationships and related transactions
contained in the 2005 Proxy Statement is incorporated herein by reference.


                                          27
<PAGE>
ITEM 13.  EXHIBITS
--------  --------

      The following exhibits are filed with or incorporated by reference into
this report.  The exhibits which are denominated by an asterisk (*) were
previously filed as a part of, and are hereby incorporated by reference from (i)
the Registration Statement on Form SB-2 under the Securities Act of 1933 for the
Company, Registration Number 33-91536 ("SB-2"); (ii) the Registration Statement
on Form SB-2 under the Securities Act of 1933 for the Company, Registration
Number 333-58545 ("1998 SB-2"); (iii) the Company's Annual Report on Form 10-KSB
for the year ended December 31, 2000 ("2000 10-KSB"); or the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2003 ("2003 10-KSB").  The
exhibit numbers correspond to the exhibit numbers in the referenced document.

 Exhibit No.              Description of Exhibit
 -----------              ----------------------
   *3.1      -    Articles of Incorporation of the Company (SB-2)

   *3.2      -    Bylaws of the Company (SB-2)

  *10.1      -    Employment Agreement dated January 14, 1998 between the
                  Company and Stephen H. Cheney (1998 SB-2)

  *10.2      -    Employment Agreement dated January 14, 1998 between the
                  Company and Charles H. Hodges, III (1998 SB-2)

  *10.3      -    2000 Directors' Compensation Plan (2000 10-K)

  *14.1      -    Code of Ethics (2003 10-KSB)

   21.1      -    Subsidiaries of the Registrant

   31.1      -    Certification pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002

   32.1      -    Certification pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002

   99.1      -    Consolidated Financial Statements


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
--------  --------------------------------------

      The information relating to principal accountant fees and services
contained in the 2005 Proxy Statement is incorporated herein by reference.


                                         28
<PAGE>
                                      SIGNATURES
                                      ----------

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                      THOMASVILLE BANCSHARES, INC.

Dated:  March 31, 2005                By:/s/ Stephen H. Cheney
                                         -----------------------------
                                         Stephen H. Cheney
                                         President and Chief Executive Officer
                                         (principal executive, financial and
                                         accounting officer)


<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:

             Signature                           Title                  Date
             ---------                           -----                  ----

/s/ Stephen H. Cheney                President, Chief Executive   March 31, 2005
-----------------------------------  Officer and Director
Stephen H. Cheney

/s/ Charles H. Hodges, III           Executive Vice President     March 31, 2005
-----------------------------------  and Director
Charles H. Hodges, III

                                     Director
-----------------------------------
Charles A. Balfour

/s/ David A. Cone                    Director                     March 31, 2005
-----------------------------------
David A. Cone

/s/ Charles E. Hancock, M.D.         Director                     March 31, 2005
-----------------------------------
Charles E. Hancock, M.D.

/s/ Harold L. Jackson                Director                     March 31, 2005
-----------------------------------
Harold L. Jackson

/s/ David O. Lewis                   Director                     March 31, 2005
-----------------------------------
David O. Lewis

/s/ Charles W. McKinnon, Jr.         Director                     March 31, 2005
-----------------------------------
Charles W. McKinnon, Jr.

                                     Director
-----------------------------------
Randall L. Moore

/s/ Diane W. Parker                  Director                     March 31, 2005
-----------------------------------
Diane W. Parker

/s/ Cochran A. Scott, Jr.            Director                     March 31, 2005
-----------------------------------
Cochran A. Scott, Jr.

                                     Director
-----------------------------------
Richard L. Singletary, Jr.

/s/ J. Mark Parker                   Director                     March 31, 2005
-----------------------------------
J. Mark Parker


<PAGE>
                                    EXHIBIT INDEX
                                    -------------

EXHIBIT NO.                                 DESCRIPTION
-----------                                 -----------

   21.1     -   Subsidiaries of the Registrant

   31.1     -   Certification pursuant to Section 302 of the Sarbanes-Oxley Act
                of 2002

   32.1     -   Certification pursuant to Section 906 of the Sarbanes-Oxley Act
                of 2002

   99.1     -   Consolidated Financial Statements