**UNITED
STATES**


**SECURITIES
AND EXCHANGE COMMISSION**


**Washington,
D.C. 20549**





**FORM
10-K/A**





**Amendment
No. 1**





(Mark
one)




**x**
    **ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**




**For
The Fiscal Year Ended** **December 31, 2004**




**o**
    **TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**




**For
The Transition Period From_____________** **to ________________**







**Commission
File No. 000-19235**








****


**SUMMIT
FINANCIAL CORPORATION**


(Exact
name of registrant as specified in its charter)





South
      Carolina
    57-0892056(State
      or other jurisdiction
    (I.R.S.
      Employerof
      incorporation or organization)
    Identification
      No.)




P.
      O. Box 1087, 937 North Pleasantburg Drive Greenville, South
      Carolina
    29602(Address
      of principal executive offices)
    (Zip
      code)





Registrant's
Telephone Number, Including Area Code: (864)
242-2265





Securities
Registered Pursuant to Section 12(b) of the Act: NONE





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


Title of
Class: 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. xYes o No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x





Indicate
by checkmark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). oYes x No





The
registrant’s common stock is traded on the SmallCap market of NASDAQ under the
symbol SUMM. The aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant computed by reference to the
average bid and asked prices of such common equity as quoted on the NASDAQ
Market, as of June 30, 2004, the last business day of the registrant’s most
recently completed second fiscal quarter, was $59.3 million (3,208,357 shares
held by non-affiliates at $18.47 per share). For purposes of the foregoing
calculation only, all directors, executive officers, and 5% shareholders of the
registrant have been deemed affiliates.





As of
February 22, 2005, there were 4,525,727 shares of the registrant's Common Stock,
$1.00 par value, outstanding.





**DOCUMENTS
INCORPORATED BY REFERENCE**


None










**EXPLANATORY
NOTE**





This
Amendment No. 1 to the annual report on Form 10-K/A of Summit Financial
Corporation (the “Company”) for the year ended December 31, 2004 has been filed
to add the information required by Part III and to add as exhibits updated
certifications of the registrant’s principal executive and principal accounting
officers as required by Rule 12b-15. Except for Part III, Item 15 of Part IV and
the exhibit index, no changes are made by this amendment, and all other
information included in the original filing is unchanged. In order to preserve
the nature and character of the disclosures as originally filed, except as
specifically discussed in this amendment, no attempt has been made to modify or
update such disclosures for events which occurred subsequent to the original
filing. Accordingly, this amendment and the annual report on Form 10-K that it
amends should be read in conjunction with the registrant’s subsequent filings
with the Commission.







**PART
III**





**ITEM
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT**





***Identification
and business experience of directors -***




The
following table sets forth certain information concerning the directors of the
Company, including the names, ages, position with the Company, term as director,
and business experience of each director.




**Name**
    **Age**(1)
    **Position
      with Company**
    **Year
      First Elected Director**
    **Year
      Term Expires**(2)James
      G. Bagnal, III(3)
    60
    Regional
      President of the Bank
    2000
    2007Ivan
      E. Block
    59
    Director(4)
    1989
    2007C.
      Vincent Brown(3)
    65
    Chairman(4)
    1989
    2006J.
      Earle Furman, Jr.(3)
    57
    Director(4)
    1989
    2007John
      W. Houser(3)
    61
    Director(4)
    1989
    2005T.
      Wayne McDonald(3)
    66
    Director(4)
    1989
    2007Allen
      H. McIntyre(3)
    48
    Director(4)
    2000
    2006Larry
      A. McKinney(3)
    63
    Director(4)
    1993
    2005David
      C. Poole(3)
    66
    Secretary(4)
    1989
    2005J.
      Randolph Potter(3)
    58
    President
      and Chief Executive Officer
    1989
    2006James
      B. Schwiers(3)
    46
    Chief
      Operating Officer of the Bank
    2000
    2005
 
 (1)
      -
    As
      of April 25, 2005.(2)
      -
    Each
      director serves for a three-year period or until his successor has been
      duly elected and qualified.(3)
      -
    Also
      serves as director of the Bank.(4)
      -
    Each
      director is “independent” as defined under the Nasdaq Stock Market
      rules.


Information
regarding each director’s principal occupation and business experience is
provided below. Unless otherwise stated, each individual has held his current
occupation for at least the last five years.
  **James
G. Bagnal, III** has been
regional president in Spartanburg of the Bank since 2000. He served as regional
president in Spartanburg, South Carolina for Regions Bank from 1998 to 2000 and
president of Spartanburg National Bank in Spartanburg, South Carolina prior to
1998.
  **Ivan
E. Block** is
president and chief executive officer of Diversified Coatings Systems, Inc.,
which is engaged in the custom painting of exterior plastic parts for the
automotive industry, and is president of Crown Metro Chemicals, a producer of
organic chemicals.
  **C.
Vincent Brown** is an
attorney and is president of Brown, Massey, Evans, McLeod and Haynsworth,
Attorneys at Law, P.A., where he has practiced tax and corporate law for over 30
years. Mr. Brown is the Chairman of the Company and the Bank.
  **J.
Earle Furman, Jr.** is
president of NAI Earle Furman, LLC, a commercial and industrial real estate
brokerage firm which he formed in 1986.
  **John
W. Houser** is the
president of Piedmont Management of Fairforest, Inc., a consulting firm. He is a
partner in Piedmont Brokerage and Universal Packaging, which are involved in the
manufacturing and sales of corrugated boxes.
  **T.
Wayne McDonald** is a
physician specializing in gynecology. He is currently associated with the
Highlands Center for Women.
  **Allen
H. McIntyre** is
president of ChemPro, Inc., a company in the consumer packaged goods
industry.
  **Larry
A. McKinney** is chief
executive officer of ElDeCo, Inc., an electrical contracting firm.
  **David
C. Poole** is
president of David C. Poole Co., Inc., a dealer in synthetic fibers and
polymers. Mr. Poole is Secretary of the Company and the Bank.
  **J.
Randolph Potter** has been
president and chief executive officer of the Company since 1989, president and
chief executive officer of the Bank since 1990, president and chief executive
officer of Freedom Finance since 1994 and president and chief executive officer
of Summit Investment Services since 1997.
  **James
B. Schwiers** is the
executive vice president and chief operating officer of the Bank and has been
with the Bank since its inception in 1990.
  1
 ******
 ***Identification
and business experience of executive officers -***
  **J.
Randolph Potter** , age 58,
has been president and chief executive officer of the Company since
1989.
  **James
B. Schwiers** , age 46,
has been chief operating officer of the Bank since 1997. He has been executive
vice president of the Bank since 1990.
  **Blaise
B. Bettendorf** , age 42,
is a certified public accountant and has been senior vice president and chief
financial officer of the Company since 1990. Ms. Bettendorf is Assistant
Secretary of the Company and the Bank.
  **James
G. Bagnal, III** , age 60,
has been regional president in Spartanburg of the Bank since April 2000. He
served as regional president in Spartanburg, South Carolina for Regions Bank
from 1998 to 2000.
  
  The Audit
Committee of the board of directors consists of directors McDonald, McKinney,
McIntyre and Poole. The board of directors has determined that the Audit
Committee does not have an “audit committee financial expert” as that term is
defined by applicable Securities and Exchange Commission rules. However, the
board believes that the current members of the Audit Committee, as a whole based
on their experiences and backgrounds, are qualified to effectively carry out the
duties and responsibilities of the Audit Committee. Each Audit Committee member
has significant experience in accounting and audit functions, internal controls
and budget preparation. All four Audit Committee members serve or have served as
president or chief executive officer of a business corporation, or in a similar
role with significant financial oversight responsibilities, and have an
understanding of generally accepted accounting principles and financial
statements. All four Audit Committee members have served several terms on the
Audit Committee.
  Section 16(a)
of the Securities Exchange Act of 1934 requires that the directors and officers
and certain shareholders of the Company file reports of holdings and
transactions in the Company’s common stock with the Securities and Exchange
Commission. Based solely on its review of the copies of the reports it received
and written representations provided to the Company from the individuals
required to file the reports, the Company believes that each of the Company’s
directors and executive officers complied with all applicable reporting
requirements pursuant to Section 16(a) of the Securities Exchange Act of 1934
for the year ended December 31, 2004.
  The
Company has adopted a code of ethics that applies to its directors, chief
executive officer, chief financial officer, controller and all employees. A copy
of the Company’s code of ethics will be furnished to any interested party,
without charge, upon written request to: Ms. Blaise B. Bettendorf, CFO, Summit
Financial Corporation, Post Office Box 1087, Greenville, South Carolina,
29602.
   2
  **ITEM
11. EXECUTIVE COMPENSATION**
  **Compensation
of Executive Officers**
  The
following table sets forth, for the years ended December 31, 2004, 2003 and
2002, the cash compensation paid by the Company and its subsidiaries, as well as
other compensation paid or accrued for each of these years, to the chief
executive officer and to each of the other most highly compensated executive
officers (collectively the “Named Executive Officers”) for services rendered in
all capacities to the Company and its subsidiaries.
  **SUMMARY
COMPENSATION TABLE**
  **Annual
      Compensation**
    **Long-Term
      Compensation****Name
      and**
      **Principal
      Position**
    **Year**
    **Salary
      ($)****(1)**
    **Bonus
      ($)****(2)**
    **Other**
      **Annual**
      **Compensation
      ($)**
    **AWARDS**
      **Restricted
      Stock Awards ($)**
    **AWARDS**
      **Securities
      Underlying Options/**
      **SARS
      (#)**
    **All
      Other Compensation ($)**J.
      Randolph Potter,
    2004
    $250,000
    $62,500
    (3)
    -
    -
    $13,442**(4)**President
      and Chief
    2003
    $247,000
    $61,000
    (3)
    $36,400**(8)**
    -
    $12,442Executive
      Officer
    2002
    $242,000
    $48,000
    (3)
    -
    -
    $12,562James
      B. Schwiers,
    2004
    $183,000
    $45,000
    (3)
    -
    -
    $11,422**(5)**Executive
      Vice President
    2003
    $178,000
    $44,000
    (3)
    $36,400**(8)**
    -
    $11,122and
      COO of the Bank
    2002
    $173,000
    $31,000
    (3)
    -
    -
    $11,527Blaise
      B. Bettendorf,
    2004
    $152,000
    $38,000
    (3)
    -
    -
    $9,547**(6)**Senior
      Vice President
    2003
    $148,000
    $37,000
    (3)
    $36,400**(8)**
    -
    $9,288and
      Chief Financial Officer
    2002
    $144,000
    $28,000
    (3)
    -
    -
    $9,077James
      G. Bagnal, III,
    2004
    $162,500
    $22,000
    (3)
    -
    -
    $10,127**(7)**Regional
      President of the
    2003
    $157,770
    $21,000
    (3)
    -
    -
    $10,016Bank
    2002
    $147,000
    $14,000
    (3)
    -
    -
    $9,677
 
 (1)
      -
    All
      compensation and benefits are paid by the Bank.(2)
      -
    Includes
      bonuses awarded for the year which may be paid in the subsequent
      year.(3)
      -
    Certain
      amounts may have been expended by the Company which may have had value as
      a personal benefit to the Named Executive Officer. However, the total
      value of such perquisites and other personal benefits for any year
      presented did not exceed, in the aggregate, 10% of the annual salary and
      bonus of such executive officer.(4)
      -
    The
      amount for 2004 is comprised of (i) $13,000 contributed by the Company to
      the Summit Financial Corporation 401(k) Plan to match fiscal 2004 pre-tax
      deferral contributions, all of which was vested; and (ii) $442 of term
      life insurance premiums, not generally available to other employees, paid
      by the Company on behalf of Mr. Potter.(5)
      -
    The
      amount for 2004 is comprised of (i) $10,980 contributed by the Company to
      the Summit Financial Corporation 401(k) Plan to match fiscal 2004 pre-tax
      deferral contributions, all of which was vested; and (ii) $442 in term
      life insurance premiums, not generally available to other employees, paid
      by the Company on behalf of Mr. Schwiers.(6)
      -
    The
      amount for 2004 is comprised of (i) $9,127 contributed by the Company to
      the Summit Financial Corporation 401(k) Plan to match fiscal 2004 pre-tax
      deferral contributions, all of which was vested; and (ii) $420 in term
      life insurance premiums, not generally available to other employees, paid
      by the Company on behalf of Ms. Bettendorf.(7)
      -
    The
      amount for 2004 is comprised of (i) $9,685 contributed by the Company to
      the Summit Financial Corporation 401(k) Plan to match fiscal 2004 pre-tax
      deferral contributions, which was partially vested; and (ii) $442 in term
      life insurance premiums, not generally available to other employees, paid
      by the Company on behalf of Mr. Bagnal.(8)
      -
    In
      February 2004, pursuant to the Company’s Restricted Stock Plan, Mr.
      Potter, Mr. Schwiers, and Ms. Bettendorf were awarded 2,000 shares each of
      the Company’s common stock related to 2003 performance. The awards were
      granted for nominal consideration and restrictions lapse 20% each year
      over a period of 5 years from the date of the award. The amount (adjusted
      for stock dividends) and 2004 year end value (based on the closing market
      price of $21.35 at December 31, 2004) of all restricted stock held by the
      Named Executive Officers at December 31, 2004 are: Mr. Potter held 26,945
      shares of restricted stock, of which 24,458 shares had vested, with a
      market value of $575,300; Mr. Schwiers held 21,316 shares of restricted
      stock, of which 18,830 shares had vested, with a market value of $455,100;
      and, Ms. Bettendorf held 18,502 shares of restricted stock, of which
      16,016 shares had vested, with a market value of $395,000. Dividends are
      payable on the restricted stock to the extent paid on the Company’s common
      stock generally. If a change in control of the Company (as defined in the
      plan) were to occur, the restricted stock would immediately vest in full.
  3




Option Exercises And Fiscal Year End
Option Value Table


The following
table shows stock option exercises by the Named Executive Officers during the
year ended December 31, 2004.  In addition, this table includes the number
of shares (adjusted for stock dividends) covered by both exercisable and
nonexercisable options as of December 31, 2004.  Also reported are the
values for “in-the-money” options (which represent the positive spread between
the exercise price of any such existing options and the year-end market price of
the Company’s common stock) for exercisable and nonexercisable options at
December 31, 2004.  AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR,AND FISCAL
YEAR-END OPTION/SAR VALUES **Number
      of Securities Underlying Unexercised Options/SARs at FY-End (#)****(2)**
    **Value
      of Unexercised**
      **In-the-Money**
      **Options/SARs**
      **at
      FY-End ($)****(3)
      (4)****Name**
    **Number
      of Shares Acquired on Exercise (#)**
    **Value
      Realized ($)****(1)**
    **Exercisable**
    **Unexercisable**
    **Exercisable**
    **Unexercisable**J.
      Randolph Potter
    32,368
    $458,000
    59,098
    -
    $947,000
    -James
      B. Schwiers
    -
    -
    59,098
    -
    $947,000
    -Blaise
      B. Bettendorf
    32,578
    $483,000
    44,324
    -
    $710,000
    -James
      G. Bagnal, III
    -
    -
    48,620
    12,155
    $658,000
    $164,000
  (1)
      -
    Value
      realized is calculated as the spread between the fair market value of the
      underlying common stock as quoted on the NASDAQ SmallCap Market as of the
      exercise date, minus the grant price.(2)
      -
    The
      number of exercisable and unexercisable options has been adjusted for all
      5% stock dividends issued.(3)
      -
    Values
      are based on the fair market value, determined as the closing price of the
      common stock on December 31, 2004 ($21.35 as quoted on the NASDAQ SmallCap
      Market), minus the grant price.(4)
      -
    The
      value of unexercised in-the-money stock options at December 31, 2004 is
      presented to comply with Securities and Exchange Commission regulations.
      The actual amount realized upon any exercise of stock options will depend
      upon the excess of the fair market value of the common stock over the
      grant price at the time the stock option is exercised. There is no
      assurance that the values of unexercised stock options reflected in this
      table will be realized.
  Defined Benefit Plan
During 1998, the Company
established a salary continuation plan pursuant to salary continuation
agreements with certain executives of the Company and the Bank.  Under the
salary continuation agreements, an executive will be entitled to a stated annual
benefit for a period of 20 years either, (i) upon retirement from the Company
after attaining the normal retirement age, defined in the plan as age 65, or
(ii) upon the executive’s disability or death, in which case the benefits would
be payable immediately to the executive or to the executive’s beneficiary. 
If the executive’s employment is terminated voluntarily or is terminated as a
result of a change in control (as defined in the salary continuation agreement),
a reduced annual benefit will be payable at the age of 65 pursuant to the early
termination terms of the agreement.  Mr. Potter, Mr. Schwiers and Ms.
Bettendorf have entered into salary continuation agreements with the Company
that currently provide annual benefits at age 65 of $130,000, $48,500 and
$45,000, respectively.
Directors’ Compensation
During 2004, members of the
board of directors of the Company who are not officers of the Company or any of
its subsidiaries received a fee of $1,350 for each board meeting attended, and
from $150 to $400 for each committee meeting attended, depending on the
committee.  The Chairman of the Board receives two times the standard
attendance fees.  Total fees paid to directors of the Company during 2004
were $160,000.  There were no stock options granted to directors during
2004.
Employment Agreements
The Company has entered into
substantially similar noncompetition, severance and employment agreements with
J. Randolph Potter, James B. Schwiers, Blaise B. Bettendorf and James G. Bagnal,
III (each an “executive”).  The terms of each agreement are summarized
below; however, this summary is qualified in its entirety by reference to each
agreement.
Under each agreement, the
applicable executive is given duties and authority typical of similar
executives, and the Company is obligated to pay the executive an annual salary
determined by the Company’s board, such incentive compensation as may become
payable to the executive under the Company’s bonus plans and certain other
typical executive benefits.  The provisions of the agreement are to
continue until such time as the executive’s employment is terminated as provided
for in the agreement.  In the event the executive voluntarily terminates
his employment with the Company, the Company’s obligations under the agreement
cease as of the date of such termination, and the executive is subject to a 12
month noncompetition provision as defined in the agreement.  In the event
the executive’s employment is terminated without cause (as defined in the
agreement), the Company is obligated to continue monthly salary payments for a
minimum period of one year up to a maximum of three years.  The executive
is subject to a noncompetition provision for the entire period severance
payments are made.  In the event of termination associated with a change in
control (as defined in the agreement), the executive is entitled to an amount
equal to three times his annual base pay amount computed and paid over a
three-year period as provided for in the agreement.  The executive is
subject to a noncompetition provision as defined in the agreement for a period
of up to three years while he or she is receiving payments following a change in
control.
In connection with the
execution of the merger agreement with First Citizens Bank & Trust Company,
Inc., the Company entered into a new employment agreement dated March 7, 2005
with James B. Schwiers to provide for the terms of Mr. Schwiers’s continuing
employment with the Company before the merger and with First Citizens Bank
following the merger.  Mr. Schwiers’s new employment agreement provides for
a term commencing March 7, 2005 and continuing for a period of three years
following the effective time of the merger at a base salary of $188,500. 
It also provides for an initial bonus of $50,000 immediately prior to the
consummation of the merger and an additional bonus if Mr. Schwiers is still
employed by First Citizens Bank on the third anniversary of the merger. 
The new employment agreement contains noncompetition, nonsolicitation, nonpiracy
and confidentiality provisions designed to protect the employer.  The
agreement provides that between the effective date thereof (March 7, 2005) and
the date the merger is consummated, Mr. Schwiers’s employment agreement dated
September 2, 1999, the terms of which are described in the preceding paragraph,
is suspended.  If the merger does not occur prior to December 31, 2005, Mr.
Schwiers’s March 7, 2005 employment agreement will terminate and the September
2, 1999 employment agreement will be reinstated retroactively to March 7,
2005.
Compensation Committee Interlocks and Insider
Participation
During 2004, the following
persons served on the Company’s compensation committee:  C. Vincent Brown
(Chairman), David C. Poole (Secretary), Ivan Block and John W. Houser.
Certain of the directors who
were members of the compensation committee during 2004, and members of the
immediate family and affiliates of such directors, have from time to time
engaged in banking transactions with the Bank and are expected to continue such
relationships in the future.  All loans or other extensions of credit made
by the Bank to such individuals were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with unaffiliated third
parties and did not involve more than the normal risk of collectibility or
present other unfavorable features.
4

ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS


(a) 
Security Ownership of Certain Beneficial Owners


The following table sets forth the only shareholder known to the Company to be
the beneficial owner, as of April 1, 2005, of more than 5% of the Company’s
common stock:

**Name
      and Address of Beneficial Owner**
    **Amount
      and Nature of Beneficial Ownership**
    **Percent
      of Class**Ivan
      E. Block
    324,436
      (1)
    6.6%210
      League RoadSimpsonville,
      SC 29681

(1) – Includes 131,998 shares owned directly, 163,118 shares owned
indirectly through Mr. Block’s spouse and a related company, and exercisable
options to purchase 29,320 shares of common stock.
(b) 
Security Ownership of Management


The
following table sets forth information as to the shares of common stock
beneficially owned, directly or indirectly, on April 1, 2005 by each director of
the Company, by the Chief Executive Officer of the Company, by the Company’s
other “Named Executive Officers,” and by all executive officers and directors of
the Company as a group.  A person may be considered to beneficially own any
share of common stock over which he or she has, directly or indirectly, sole or
shared voting or investing power.

**Name
      of Beneficial Owner**
    **Amount
      and Nature of Beneficial**
      **Ownership**(1)
    **Percentage
      of Class**(2)**Non-Employee
      Directors**Ivan
      E. Block
    324,436
      (3)
    6.6%C.
      Vincent Brown
    216,972
      (4)
    4.4%J.
      Earle Furman, Jr.
    92,484
      (5)
    1.9%John
      W. Houser
    121,010
      (3)
    2.4%T.
      Wayne McDonald
    98,773
      (6)
    2.0%Allen
      H. McIntyre
    14,672
    <
      1%Larry
      A. McKinney
    143,946
      (3)
    2.9%David
      C. Poole
    205,213
      (7)
    4.1%**Employee
      Directors**James
      G. Bagnal, III (11)
    80,029
      (8)
    1.6%J.
      Randolph Potter (11)
    135,148
      (8)(9)
    2.7%James
      B. Schwiers (11)
    169,002
      (8)
    3.4%**Named
      Executive Officer, Not a Director**Blaise
      B. Bettendorf
    121,047
      (8)
    2.4%All
      directors and executive officers as a group (12 persons)
    1,722,732
      (10)
    34.8%


(1)
      -
    Pursuant
      to Rule 13d-3 under the Exchange Act, a person is deemed to be the
      beneficial owner, for purposes of this table, of any shares of the
      Company’s common stock if he or she has voting and/or investment power
      with respect to such security or has a right to acquire beneficial
      ownership of such shares, through the exercise of outstanding options or
      otherwise, at any time within 60 days from April 1, 2005. The table
      includes certain shares owned by spouses, other immediate family members,
      closely-held companies, shares held in retirement accounts for the benefit
      of the named individuals, and other forms of ownership, over which shares
      the named persons possess sole or shared voting and/or investment
      power.(2)
      -
    Based
      on outstanding shares of common stock of the Company outstanding and
      entitled to vote at the Annual Meeting, plus the number of shares that may
      be acquired within 60 days by each individual (or group of individuals) by
      exercising options totaling 4,950,656 shares.(3)
      -
    Includes
      exercisable options to purchase 29,320 shares of common stock at $4.83
      granted under the 1995 Non-Employee Stock Option Plan.(4)
      -
    Includes
      exercisable options to purchase 58,640 shares of common stock at $4.83
      granted under the 1995 Non-Employee Stock Option Plan.(5)
      -
    Includes
      exercisable options to purchase 24,320 shares of common stock at $4.83
      granted under the 1995 Non-Employee Stock Option Plan.(6)
      -
    Includes
      exercisable options to purchase 27,328 shares of common stock at $4.83
      granted under the 1995 Non-Employee Stock Option Plan.(7)
      -
    Includes
      exercisable options to purchase 3,258 shares of common stock at $4.83
      granted under the 1995 Non-Employee Stock Option Plan.(8)
      -
    Includes
      exercisable options granted under the Incentive Stock Option Plan to
      purchase common stock at exercise prices from $5.33 to $7.82 per shares as
      follows: Mr. Bagnal - 60,775 shares; Mr. Potter - 59,098 shares; Mr.
      Schwiers - 59,098 shares; and Ms. Bettendorf - 44,324 shares.(9)
      -
    Does
      not include 1,786 shares held by a related party as to which Mr. Potter
      disclaims beneficial ownership.(10)
      -
    Includes
      424,801 shares of common stock subject to stock options exercisable within
      60 days from April 1, 2005 held by the Directors and the executive
      officers of the Company as a group.(11)
      -
    Mr.
      Bagnal, Potter, and Schwiers are also Named Executive Officers of the
      Company.

5





**(c)
Change in Control**

The
Company is not aware of any arrangements, including any pledge by any person of
securities of the Company, the operation of which may at a subsequent date
result in a change in control of the registrant.

**(d)
Equity Compensation Plan Information as of December 31,
2004**

**EQUITY
COMPENSATION PLAN INFORMATION**

(a)
      
      
      
      
      
      Plan
      Category
    (b)
      
      
      Number
      of Securities to be
      Issued
      Upon Exercise of
      Outstanding
      Options,
      Warrants,
      and Rights
    (c)
      
      
      
      Weighted-Average
      Price of
      Outstanding
      Options,
      Warrants,
      and Rights
    (d)
      Number
      of Securities
      Remaining
      Available for
      Future
      Issuance under Equity
      Compensation
      Plans
      (excluding
      securities in
      column
      (a))Equity
      compensation plans
      Approved
      by shareholders
    675,150
    $6.24
    354,323Equity
      compensation plans
      not
      approved by shareholders
    N/A
    N/A
    N/ATotal
    675,150
    $6.24
    354,323



**ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

Certain
of the executive officers and directors of the Company, and members of the
immediate family and affiliates of such persons, have from time to time engaged
in banking transactions with the Bank and are expected to continue such
relationships in the future. All loans or other extensions of credit made by the
Bank to such individuals are regulated and limited by national banking laws.
Such loans are made in the ordinary course of business on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with unaffiliated third parties and did not involve
more than the normal risk of collectibility or present other unfavorable
features.


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

The
following table presents the aggregate fees, billed or accrued, for the years
ended December 31, 2004 and 2003 for professional audit services rendered by
KPMG LLP for the audit of the Company’s annual financial statements for those
years. Also presented are fees billed for other services rendered by KPMG
LLP.

2004
    2003Audit
      fees
    $44,000
    $41,000Audit
      related fees
    -
    -Total
      audit and audit related fees
    44,000
    41,000Tax
      fees
    -
    -All
      other fees(1)
    -
    2,800Total
      fees
    $44,000
    $43,800

(1) - All
other fees paid consisted of fees for professional services rendered for
collateral verification audits for the Federal Home Loan Bank.

The Audit
Committee implemented a policy in 2002 to have all auditing services and
permitted nonaudit services of KPMG LLP pre-approved by the Audit Committee,
including fees and terms. The Audit Committee pre-approved 100% of the
engagements for the audit of the Company and audit-related engagements paid
during 2004 and 2003. The Audit Committee has considered whether the provision
of services other than the audit services (as specified above) is compatible
with maintaining KPMG LLP’s independence and has determined that provision of
such services has not adversely affected KPMG LLP’s independence.

6








**PART
IV**





**Item
15.**  **EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**





1.
    The
      following consolidated financial statements and report of independent
      auditors of the Company are included in Part II, Item 8
      hereof:





Consolidated
Balance Sheets as of December 31, 2004 and 2003


Consolidated
Statements of Income For The Years Ended December 31, 2004, 2003 and
2002


Consolidated
Statements of Shareholders’ Equity And Comprehensive Income For The Years Ended
December 31, 2004, 2003, and 2002


Consolidated
Statements of Cash Flows For The Years Ended December 31, 2004, 2003, and
2002


Notes to
Consolidated Financial Statements


Report of
Independent Registered Public Accounting Firm





2.
    Financial
      statement schedules required by Regulation
S-X:





All other
consolidated financial statements or schedules have been omitted since the
required information is included in the consolidated financial statements or
notes thereto referenced above, or is not applicable or required.





3.
    Exhibits
      required by Item 601 of Regulation S-K:







Exhibits
required to be filed or furnished with this Annu ̈3al Report on Form 10-K
are listed in the Exhibit Index following the signature page. Certain of such
exhibits which have heretofore been filed with the Securities and Exchange
Commission and which are designated by reference to their exhibit number in
prior filings are incorporated herein by reference and made a part
hereof.






The
exhibits listed above will be furnished to any security holder upon written
request to Ms. Blaise B. Bettendorf, Chief Financial Officer, Summit Financial
Corporation, Post Office Box 1087, Greenville, South Carolina 29602. The
registrant will charge a fee of $.50 per page for photocopying such
exhibit.























**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.











**SUMMIT
      FINANCIAL CORPORATION**Dated:
      April 29, 2005J.
      Randolph Potter, President







7




**EXHIBIT
INDEX**


3.1
    Articles
      of Incorporation, as amended (incorporated by reference to Exhibit 3.1
      filed with the Registrant's Registration Statement on Form S-1 Under The
      Securities Act of 1933, File No. 33-31466).3.2
    Amended
      and Restated Bylaws (incorporated by reference to Exhibit 3.2 filed with
      the Registrant's Quarterly Report on Form 10-Q for the quarterly period
      ended June 30, 2003, File No. 000-19235).4.
    Form
      of Certificate for Common Stock (incorporated by reference to Exhibit 4
      filed with the Registrant's Registration Statement on Amendment No. 1 To
      Form S-1 Under The Securities Act of 1933, File No.
33-31466).10.1
      ***
    Summit
      Financial Corporation Incentive Stock Plan (incorporated by reference to
      Exhibit 10.1 filed with the Registrant's Registration Statement on Form
      S-1 Under The Securities Act of 1933, File No. 33-31466).10.2
    Lease
      Agreement for North Pleasantburg Drive Bank Site (incorporated by
      reference to Exhibit 10.2 filed with the Registrant's Registration
      Statement on Form S-1 Under The Securities Act of 1933, File No.
      33-31466).10.3
      ***
    Employment
      Agreement of J. Randolph Potter dated December 21, 1998 (incorporated by
      reference to Exhibit 10.3 filed with the Registrant’s Annual Report on
      Form 10-K for the year ended December 31, 1998, File No.
      000-19235).10.4
      ***
    Employment
      Agreement of Blaise B. Bettendorf dated December 21, 1998 (incorporated by
      reference to Exhibit 10.4 filed with the Registrant’s Annual Report on
      Form 10-K for the year ended December 31, 1998, File No.
      000-19235).10.5
      ***
    Summit
      Financial Corporation Restricted Stock Plan (incorporated by
      reference to Exhibit 10.5 filed with the Registrant’s Annual Report on
      Form 10-K for the year ended December 31, 1993, File No.
      000-19235).10.6
      ***
    Summit
      Financial Corporation Non-Employee Stock Option Plan (incorporated by
      reference to Exhibit 10.6 filed with the Registrant’s Annual Report on
      Form 10-K for the year ended December 31, 1994, File No.
      000-19235).10.7
      ***
    Employment
      Agreement of James B. Schwiers dated September 2, 1999 (incorporated by
      reference to Exhibit 10.7 filed with the Registrant’s Annual Report on
      Form 10-K for the year ended December 31, 1999, File No.
      000-19235).10.8
      ***
    Summit
      Financial Corporation 1999 Incentive Stock Plan (incorporated by reference
      to Exhibit 10.8 filed the Registrant’s Annual Report on Form 10-K for the
      year ended December 31, 1999, File No. 000-19235).10.9
      ***
    Employment
      Agreement of James G. Bagnal dated April 20, 2001 (incorporated by
      reference to Exhibit 10.9 filed with the Registrant’s Annual Report on
      Form 10-K for the year ended December 31, 2001, File No.
      000-19235).10.10
    Lease
      Agreement for East North Street Bank Site (incorporated by reference to
      Exhibit 10.10 filed with the Registrant’s Annual Report on Form 10-K for
      the year ended December 31, 2001, File No. 000-19235).10.11
      ***
    Salary
      Continuation Agreement of J. Randolph Potter dated September 9, 1998
      (incorporated by reference to Exhibit 10.11 filed with the Registrant’s
      Annual Report on Form 10-K for the year ended December 31, 2001, File No.
      000-19235).10.12
      ***
    Salary
      Continuation Agreement of Blaise B. Bettendorf dated September 9, 1998
      (incorporated by reference to Exhibit 10.12 filed with the Registrant’s
      Annual Report on Form 10-K for the year ended December 31, 2001, File No.
      000-19235).10.13
      ***
    Salary
      Continuation Agreement of James B. Schwiers dated September 9, 1998
      (incorporated by reference to Exhibit 10.13 filed with the Registrant’s
      Annual Report on Form 10-K for the year ended December 31, 2001, File No.
      000-19235).21.
    Subsidiaries
      of Summit Financial Corporation:Summit
      National Bank, a nationally chartered bank, incorporated in South
      CarolinaSummit
      Investment Services, Inc., a subsidiary of Summit National Bank,
      incorporated in South CarolinaFreedom
      Finance, Inc., a consumer finance company, incorporated in South
      Carolina23.
    Consent
      of KPMG LLP (filed with Form 10-K on March 1, 2005).31.1
    Rule
      13a - 14(a) Certification of Chief Executive Officer pursuant to Section
      302 of the Sarbanes Oxley Act of 2002 (filed on March 1, 2005 with
      original Form 10-K for the year ended December 31, 2004).31.2
    Rule
      13a - 14(a) Certification of Chief Financial Officer pursuant to Section
      302 of the Sarbanes Oxley Act of 2002 (filed on March 1, 2005 with
      original Form 10-K for the year ended December 31, 2004).31.3
    Rule
      13a - 14(a) Certification of Chief Executive Officer pursuant to Section
      302 of the Sarbanes Oxley Act of 2002 (filed herewith).31.4
    Rule
      13a - 14(a) Certification of Chief Financial Officer pursuant to Section
      302 of the Sarbanes Oxley Act of 2002 (filed herewith).32.1
    Section
      1350 Certificate of Chief Executive Officer furnished pursuant to Section
      906 of the Sarbanes Oxley Act of 2002 (filed on March 1, 2005 with
      original Form 10-K for the year ended December 31, 2004).32.2
    Section
      1350 Certificate of Chief Financial Officer furnished pursuant to Section
      906 of the Sarbanes Oxley Act of 2002 (filed on March 1, 2005 with
      original Form 10-K for the year ended December 31, 2004).32.3
    Section
      1350 Certificate of Chief Executive Officer furnished pursuant to Section
      906 of the Sarbanes Oxley Act of 2002 (filed herewith).32.4
    Section
      1350 Certificate of Chief Financial Officer furnished pursuant to Section
      906 of the Sarbanes Oxley Act of 2002 (filed herewith).
   *** -
Management contracts or compensatory plan or arrangement.