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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB/A



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(Mark One)

|x | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------



For the quarterly period ended: June 30, 2004



| ̈ | Transition report under Section 13 or 15(d) of the Exchange Act
|- | ---------------------------------------------------------------



For the transition period from  to



Commission file number: 0-25846



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CCF HOLDING COMPANY

(Exact name of Small Business Issuer as Specified in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 58-2173616                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



101 North Main
Street

Jonesboro, Georgia 30236

(Address of Principal Executive Offices)



(770) 478-8881

(Issuers Telephone Number, Including Area Code)



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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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 ̈



State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable
date: At August 10, 2003, 2,238,122 shares of the registrants common stock were outstanding.



Transitional Small Business Disclosure Format (check one):    Yes ̈No  x



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##### Table of Contents

Explanatory Note



This Form 10-QSB/A is filed to correct the amount of Additional paid in capital reflected on the registrants consolidated
balance sheets at June 30, 2004. The amount of additional paid in capital included in the initial filing of the registrants Form 10-QSB did not correctly reflect the 3 for 2 stock split, in the form of a 50% stock dividend, payable to
shareholders of record on July 1, 2004, with a payment date of July 15, 2004.



CCF HOLDING COMPANY AND SUBSIDIARIES

INDEX TO FORM 10-QSB/A



|                              |  |                                          |  |                                                                                                                                       |  |  
|----------------------------- |  | ---------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------- |  | -
|                              |  | Page                                    
|PART I.
FINANCIAL INFORMATION |  |                                         
|                              |  |                                         
|                              |  | Item 1.
Financial Statements:            |  |                                                                                                                                      
|                              |  |                                          | 
|                              |  |                                          |  | Consolidated Balance Sheets as of June 30, 2004 (Unaudited) and December 31, 2003 (Audited)                                           |  | 1
|                              |  |                                          | 
|                              |  |                                          |  | Consolidated Statements of Earnings (Unaudited) For the Three-months and Six-months Ended June 30, 2004 and June 30, 2003             |  | 2
|                              |  |                                          | 
|                              |  |                                          |  | Consolidated Statements of Comprehensive Income (Unaudited) For the Three-months and Six-months Ended June 30, 2004 and June 30, 2003 |  | 3
|                              |  |                                          | 
|                              |  |                                          |  | Consolidated Statements of Cash Flows (Unaudited) For the Six-months Ended June 30, 2004 and June 30, 2003                            |  | 4
|                              |  |                                          | 
|                              |  |                                          |  | Notes to Consolidated Financial Statements (Unaudited)                                                                                |  | 5
|                              | 
|PART II.
OTHER INFORMATION    |  |                                         
|                              |  |                                         
|                              |  | Item 6.
Exhibits and Reports on Form 8-K |  | 8                                                                                                                                    
|                              | 
|Signatures                    |  | 9                                       



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##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



CCF HOLDING COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets



|                                                                                                                                                     |  |               |             |   |                  |            
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | ---------------- | -----------
|                                                                                                                                                     |  | June 30, 2004 |             |   | December 31,2003
|                                                                                                                                                     |  | (Unaudited)   |             |   | (Audited)       
|Assets                                                                                                                                               |  |               |             |   |                  |            
|Cash and due from banks                                                                                                                              |  | $             | 8,042,724   |   |                  | 10,294,292 
|Interest-bearing deposits in other financial institutions                                                                                            |  |               | 3,280,529   |   |                  | 1,349,804  
|Federal funds sold                                                                                                                                   |  |               | 5,261,631   |   |                  | 2,361,632  
|                                                                                                                                                     |  |               |             |   |                  |            
|Cash and cash equivalents                                                                                                                            |  |               | 16,584,884  |   |                  | 14,005,728 
|                                                                                                                                                     |  |              
|Interest-bearing time deposits in other financial institutions                                                                                       |  |               | 1,089,000   |   |                  | 1,386,075  
|Investment securities available-for-sale                                                                                                             |  |               | 44,575,573  |   |                  | 36,524,205 
|Federal Home Loan Bank stock, at cost                                                                                                                |  |               | 750,000     |   |                  | 750,000    
|Loans, net                                                                                                                                           |  |               | 253,047,391 |   |                  | 228,334,366
|Premises and equipment, net                                                                                                                          |  |               | 8,266,701   |   |                  | 7,185,756  
|Accrued interest receivable                                                                                                                          |  |               | 1,247,971   |   |                  | 1,123,890  
|Cash surrender value of life insurance                                                                                                               |  |               | 4,753,454   |   |                  | 4,620,438  
|Other real estate owned                                                                                                                              |  |               | 2,874,899   |   |                  | 341,000    
|Other assets                                                                                                                                         |  |               | 1,810,957   |   |                  | 1,388,205  
|                                                                                                                                                     |  |               |             |   |                  |            
|Total assets                                                                                                                                         |  | $             | 335,000,830 |   |                  | 295,659,663
|                                                                                                                                                     |  |               |             |   |                  |            
|Liabilities and Shareholders Equity                                                                                                                 |  |               |             |   |                  |            
|Deposits:                                                                                                                                            |  |               |             |   |                  |            
|Noninterest-bearing deposits                                                                                                                         |  | $             | 30,746,747  |   |                  | 27,855,720 
|Interest bearing demand deposits                                                                                                                     |  |               | 96,574,702  |   |                  | 90,383,872 
|Savings accounts                                                                                                                                     |  |               | 8,057,556   |   |                  | 7,689,032  
|Time deposits less than $100,000                                                                                                                     |  |               | 109,619,933 |   |                  | 89,623,330 
|Time deposits greater than $100,000                                                                                                                  |  |               | 40,491,732  |   |                  | 34,084,868 
|                                                                                                                                                     |  |               |             |   |                  |            
|Total deposits                                                                                                                                       |  |               | 285,490,670 |   |                  | 249,636,822
|                                                                                                                                                     |  |              
|Securities sold under agreement to repurchase                                                                                                        |  |               | 2,860,723   |   |                  | 3,220,798  
|Federal Home Loan Bank advances                                                                                                                      |  |               | 15,000,000  |   |                  | 15,000,000 
|Notes payable                                                                                                                                        |  |               | 8,500,000   |   |                  | 4,000,000  
|Other liabilities                                                                                                                                    |  |               | 2,484,024   |   |                  | 4,136,044  
|                                                                                                                                                     |  |               |             |   |                  |            
|Total liabilities                                                                                                                                    |  |               | 314,335,417 |   |                  | 275,993,664
|                                                                                                                                                     |  |               |             |   |                  |            
|Commitments                                                                                                                                          |  |               |             |   |                  |            
|Shareholders Equity:                                                                                                                                |  |               |             |   |                  |            
|Preferred stock, no par value; 1,000,000 shares authorized; none issued and outstanding                                                              |  |               |            |   |                  |           
|Common stock, $.10 par value, 4,000,000 shares authorized; 2,221,308 issued and outstanding in 2004; 2,202,940 shares issued and outstanding
in 2003 |  |               | 222,131     |   |                  | 220,294    
|Additional paid in capital                                                                                                                           |  |               | 9,069,313   |   |                  | 8,957,500  
|Retained earnings                                                                                                                                    |  |               | 11,662,790  |   |                  | 10,286,108 
|Accumulated other comprehensive (loss) income                                                                                                        |  |               | (288,821    | ) |                  | 202,097    
|                                                                                                                                                     |  |               |             |   |                  |            
|Total shareholders equity                                                                                                                           |  |               | 20,665,413  |   |                  | 19,665,999 
|                                                                                                                                                     |  |               |             |   |                  |            
|                                                                                                                                                     |  | $             | 335,000,830 |   |                  | 295,659,663
|                                                                                                                                                     |  |               |             |   |                  |            



See accompanying notes to unaudited
consolidated financial statements.



1



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##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARIES

Consolidated Statements of Earnings

(Unaudited)



|                                                                                 |  |                             |           |      |                           |   |      |           |      |          
|-------------------------------------------------------------------------------- |  | --------------------------- | --------- | ---- | ------------------------- | - | ---- | --------- | ---- | ---------
|                                                                                 |  | Three-months Ended June 30, |           |      | Six-months Ended June 30,
|                                                                                 |  | 2004                        |           | 2003 |                           |   | 2004 |           | 2003
|Interest and dividend income:                                                    |  |                             |           |      |                           |   |      |           |      |          
|Interest and fees on loans                                                       |  | $                           | 4,206,729 |      | 3,621,052                 |   |      | 8,271,298 |      | 7,202,095
|Interest-bearing deposits in other financial institutions and federal funds sold |  |                             | 37,943    |      | 58,488                    |   |      | 61,121    |      | 105,181  
|Interest and dividends on taxable investment securities                          |  |                             | 310,566   |      | 224,758                   |   |      | 577,263   |      | 484,430  
|Interest on nontaxable investment securities                                     |  |                             | 43,499    |      | 44,948                    |   |      | 83,534    |      | 59,181   
|                                                                                 |  |                             |           |      |                           |   |      |           |      |          
|Total interest and dividend income                                               |  |                             | 4,598,737 |      | 3,949,246                 |   |      | 8,993,216 |      | 7,850,887
|                                                                                 |  |                             |           |      |                           |   |      |           |      |          
|Interest expense:                                                                |  |                             |           |      |                           |   |      |           |      |          
|Deposit accounts                                                                 |  |                             | 1,201,852 |      | 1,164,374                 |   |      | 2,305,135 |      | 2,364,340
|Other borrowings                                                                 |  |                             | 184,991   |      | 112,610                   |   |      | 323,515   |      | 209,035  
|                                                                                 |  |                             |           |      |                           |   |      |           |      |          
|Total interest expense                                                           |  |                             | 1,386,843 |      | 1,276,984                 |   |      | 2,628,650 |      | 2,573,375
|                                                                                 |  |                             |           |      |                           |   |      |           |      |          
|Net interest income                                                              |  |                             | 3,211,894 |      | 2,672,262                 |   |      | 6,364,566 |      | 5,277,512
|                                                                                 |  |                             |           |     
|Provision for loan losses                                                        |  |                             | 300,000   |      | 135,000                   |   |      | 590,000   |      | 270,000  
|                                                                                 |  |                             |           |      |                           |   |      |           |      |          
|Net interest income after provision for loan losses                              |  |                             | 2,911,894 |      | 2,537,262                 |   |      | 5,774,566 |      | 5,007,512
|                                                                                 |  |                             |           |      |                           |   |      |           |      |          
|Other income:                                                                    |  |                             |           |      |                           |   |      |           |      |          
|Service charges on deposit accounts                                              |  |                             | 290,922   |      | 225,957                   |   |      | 552,518   |      | 442,365  
|Gain on sales of loans                                                           |  |                             | 570,868   |      | 19,261                    |   |      | 570,868   |      | 35,695   
|Gain on sales of fixed assets                                                    |  |                             | 13,692    |      |                          |   |      | 13,692    |      | 4,700    
|Gain (loss) on sales of investment securities                                    |  |                             | 438       |      | (45                       | ) |      | 1,525     |      | 34,423   
|Other                                                                            |  |                             | 179,773   |      | 167,892                   |   |      | 330,214   |      | 329,527  
|                                                                                 |  |                             |           |      |                           |   |      |           |      |          
|Total other income                                                               |  |                             | 1,055,693 |      | 413,065                   |   |      | 1,468,817 |      | 846,710  
|                                                                                 |  |                             |           |      |                           |   |      |           |      |          
|Other expenses:                                                                  |  |                             |           |      |                           |   |      |           |      |          
|Salaries and employee benefits                                                   |  |                             | 1,482,237 |      | 1,226,995                 |   |      | 2,947,098 |      | 2,435,927
|Occupancy                                                                        |  |                             | 435,859   |      | 398,490                   |   |      | 846,685   |      | 796,601  
|Loss on sales of other real estate owned                                         |  |                             | 3,800     |      | 4,812                     |   |      | 44,809    |      | 16,492   
|Other                                                                            |  |                             | 571,526   |      | 483,440                   |   |      | 1,067,318 |      | 942,195  
|                                                                                 |  |                             |           |      |                           |   |      |           |      |          
|Total other expenses                                                             |  |                             | 2,493,422 |      | 2,113,737                 |   |      | 4,905,910 |      | 4,191,215
|                                                                                 |  |                             |           |      |                           |   |      |           |      |          
|Earnings before income taxes                                                     |  |                             | 1,474,165 |      | 836,590                   |   |      | 2,337,473 |      | 1,663,007
|                                                                                 |  |                             |           |     
|Income tax expense                                                               |  |                             | 481,435   |      | 282,620                   |   |      | 761,435   |      | 548,100  
|                                                                                 |  |                             |           |      |                           |   |      |           |      |          
|Net earnings                                                                     |  | $                           | 992,730   |      | 553,970                   |   |      | 1,576,038 |      | 1,114,907
|                                                                                 |  |                             |           |      |                           |   |      |           |      |          
|Basic earnings per share                                                         |  | $                           | 0.45      |      | 0.25                      |   |      | 0.72      |      | 0.51     
|                                                                                 |  |                             |           |      |                           |   |      |           |      |          
|Diluted earnings per share                                                       |  | $                           | 0.43      |      | 0.23                      |   |      | 0.67      |      | 0.47     
|                                                                                 |  |                             |           |      |                           |   |      |           |      |          



See accompanying notes to unaudited
consolidated financial statements.



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##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)



|                                                                               |  |                            |          |   |                           |         |   |      |           |   |      |           |  
|------------------------------------------------------------------------------ |  | -------------------------- | -------- | - | ------------------------- | ------- | - | ---- | --------- | - | ---- | --------- | -
|                                                                               |  | Three-months EndedJune 30, |          |   | Six-months Ended June 30, |        
|                                                                               |  | 2004                       |          |   | 2003                      |         |   | 2004 |           |   | 2003 |          
|Net earnings                                                                   |  | $                          | 992,730  |   |                           | 553,970 |   |      | 1,576,038 |   |      | 1,114,907 |  
|                                                                               |  |                            |          |  
|Other comprehensive income:                                                    |  |                            |          |   |                           |         |   |      |           |   |      |           |  
|Unrealized holding (losses) gains on investment securities available-for-sale: |  |                            | (946,705 | ) |                           | 197,798 |   |      | (742,314  | ) |      | 172,474   |  
|Associated taxes (benefit)                                                     |  |                            | 321,880  |   |                           | (67,251 | ) |      | 252,387   |   |      | (58,641   | )
|                                                                               |  |                            |          |  
|Reclassification adjustment for (gains) losses included in earnings            |  |                            | (438     | ) |                           | 45      |   |      | (1,525    | ) |      | (34,423   | )
|Associated taxes (benefit)                                                     |  |                            | 149      |   |                           | (15     | ) |      | 534       |   |      | 11,704    |  
|                                                                               |  |                            |          |   |                           |         |   |      |           |   |      |           |  
|Total other comprehensive income (loss)                                        |  |                            | (625,114 | ) |                           | 130,577 |   |      | (490,918  | ) |      | 91,114    |  
|                                                                               |  |                            |          |   |                           |         |   |      |           |   |      |           |  
|Total comprehensive income                                                     |  | $                          | 367,616  |   |                           | 684,547 |   |      | 1,085,120 |   |      | 1,206,021 |  
|                                                                               |  |                            |          |   |                           |         |   |      |           |   |      |           |  



See accompanying notes to unaudited
consolidated financial statements.



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##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                              |  |                           |             |   |      |             |  
|--------------------------------------------------------------------------------------------- |  | ------------------------- | ----------- | - | ---- | ----------- | -
|                                                                                              |  | Six-months Ended June 30, |            
|                                                                                              |  | 2004                      |             |   | 2003 |            
|Cash flows from operating activities:                                                         |  |                           |             |   |      |             |  
|Net earnings                                                                                  |  | $                         | 1,576,038   |   |      | 1,114,907   |  
|Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: |  |                           |             |   |      |             |  
|Provision for loan losses                                                                     |  |                           | 590,000     |   |      | 270,000     |  
|Depreciation, amortization, and accretion, net                                                |  |                           | 329,695     |   |      | 419,490     |  
|Net gain on sale of investment securities                                                     |  |                           | (1,525      | ) |      | (34,423     | )
|Net loss on sale of real estate owned                                                         |  |                           | 44,809      |   |      | 16,492      |  
|Net gain on sale of premises and equipment                                                    |  |                           | (13,692     | ) |      | (4,700      | )
|Net gain on sale of loans                                                                     |  |                           | (570,868    | ) |      | (35,695     | )
|Increase in cash surrender value of life insurance                                            |  |                           | (133,016    | ) |      | (139,423    | )
|Increase in accrued interest receivable                                                       |  |                           | (124,081    | ) |      | (50,424     | )
|Increase in other assets                                                                      |  |                           | (422,752    | ) |      | (532,937    | )
|(Decrease) increase in other liabilities                                                      |  |                           | (1,763,258  | ) |      | 523,653     |  
|                                                                                              |  |                           |             |   |      |             |  
|Net cash (used in) provided by operating activities                                           |  |                           | (488,650    | ) |      | 1,546,940   |  
|                                                                                              |  |                           |             |   |      |             |  
|Cash flows from investing activities:                                                         |  |                           |             |   |      |             |  
|Proceeds from maturing investment securities available-for-sale                               |  |                           | 13,577,328  |   |      | 23,445,612  |  
|Purchases of investment securities available-for-sale                                         |  |                           | (23,256,571 | ) |      | (30,235,572 | )
|Proceeds from sales of investment securities available-for-sale                               |  |                           | 1,406,400   |   |      | 505,766     |  
|Loan originations, net                                                                        |  |                           | (32,664,695 | ) |      | (18,602,051 | )
|Proceeds from sales of real estate owned                                                      |  |                           | 56,985      |   |      | 182,533     |  
|Proceeds from sale of loans                                                                   |  |                           | 5,296,844   |   |      | 9,671,874   |  
|Proceeds from sales of premises and equipment                                                 |  |                           |            |   |      | 426,512     |  
|Purchases of premises and equipment                                                           |  |                           | (1,367,791  | ) |      | (887,577    | )
|                                                                                              |  |                           |             |   |      |             |  
|Net cash used in investing activities                                                         |  |                           | (36,951,500 | ) |      | (15,492,903 | )
|                                                                                              |  |                           |             |   |      |             |  
|Cash flows from financing activities:                                                         |  |                           |             |   |      |             |  
|Net increase in deposit accounts                                                              |  |                           | 35,853,848  |   |      | 12,593,145  |  
|Net (decrease) increase in securities sold under agreements to repurchase                     |  |                           | (360,075    | ) |      | 672,256     |  
|Proceeds from Federal Home Loan Bank advances                                                 |  |                           |            |   |      | 10,000,000  |  
|Proceeds from the issuance of long term debt                                                  |  |                           | 4,500,000   |   |      |            |  
|Dividends paid                                                                                |  |                           | (88,117     | ) |      | (73,338     | )
|Common stock issued through exercise of options                                               |  |                           | 113,650     |   |      | 8,772       |  
|Common stock repurchased and retired                                                          |  |                           |            |   |      | (12,264     | )
|                                                                                              |  |                           |             |   |      |             |  
|Net cash provided by financing activities                                                     |  |                           | 40,019,306  |   |      | 23,188,571  |  
|                                                                                              |  |                           |             |   |      |             |  
|Increase in cash and cash equivalents                                                         |  |                           | 2,579,156   |   |      | 9,242,608   |  
|                                                                                              |  |                          
|Cash and cash equivalents at beginning of period                                              |  |                           | 14,005,728  |   |      | 22,698,187  |  
|                                                                                              |  |                           |             |   |      |             |  
|Cash and cash equivalents at end of period                                                    |  | $                         | 16,584,884  |   |      | 31,940,795  |  
|                                                                                              |  |                           |             |   |      |             |  
|Supplemental disclosure of cash flow information:                                             |  |                           |             |   |      |             |  
|                                                                                              |  |                          
|Interest paid                                                                                 |  | $                         | 2,592,128   |   |      | 2,603,092   |  
|                                                                                              |  |                           |             |   |      |             |  
|Income taxes paid                                                                             |  | $                         | 761,435     |   |      | 545,847     |  
|                                                                                              |  |                           |             |   |      |             |  



See accompanying notes to unaudited
consolidated financial statements.



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##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)



1. Basis of Presentation



The
consolidated financial statements for the three- and six-month periods ended June 30, 2004, and 2003 are unaudited and reflect all adjustments (consisting only of normal recurring accruals) which are, in the opinion of management, necessary for a
fair presentation of the financial position, operating results, and cash flows for the interim periods. Accordingly, they do not include all information and disclosures required by generally accepted accounting principles for complete financial
statements.



The results of operations for the three- and six-month periods
ended June 30, 2004, are not necessarily indicative of the results for the entire year ending December 31, 2004.



2. Stock Compensation Plans



Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, encourages all entities to adopt a fair value based method of
accounting for employee stock compensation plans, whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. However, it also allows an
entity to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, whereby compensation
cost is the excess, if any, of the quoted market price of the stock at the grant date (or other measurement date) over the amount an employee must pay to acquire the stock. Under Opinion No. 25, stock options issued under the Companys stock
option plan have no intrinsic value at the grant date and, as such, no compensation cost is recognized. The Company has elected to continue with the accounting methodology in Opinion No. 25 and, as such, has provided pro forma disclosures of net
earnings and earnings per share and other disclosures, as if the fair value method of accounting had been applied. Had compensation cost for the Companys employee stock option plan been determined based upon the fair value of the options at
the grant dates, the Companys net earnings and net earnings per share for the period ended June 30, 2004 and June 30, 2003. would have been reduced to the pro forma amounts indicated below:



|                           |  |             |  |                            |         |                           |         |      |           |      |          
|-------------------------- |  | ----------- |  | -------------------------- | ------- | ------------------------- | ------- | ---- | --------- | ---- | ---------
|                           |  |             |  | Three-months endedJune 30, |         | Six-months ended June 30,
|                           |  |             |  | 2004                       |         | 2003                      |         | 2004 |           | 2003
|Net earnings               |  | As reported |  | $                          | 992,730 |                           | 553,970 |      | 1,576,038 |      | 1,114,907
|                           |  | Pro forma   |  | $                          | 987,311 |                           | 549,851 |      | 1,565,200 |      | 1,106,669
|                           |  |             |  |                            |        
|Basic earnings per share   |  | As reported |  | $                          | 0.45    |                           | 0.25    |      | 0.72      |      | 0.51     
|                           |  | Pro forma   |  | $                          | 0.45    |                           | 0.25    |      | 0.71      |      | 0.50     
|                           |  |             |  |                            |        
|Diluted earnings per share |  | As reported |  | $                          | 0.43    |                           | 0.23    |      | 0.67      |      | 0.47     
|                           |  | Pro forma   |  | $                          | 0.43    |                           | 0.23    |      | 0.67      |      | 0.46     



The difference between the net
earnings as reported and pro forma is the expense associated with the grants which would have been earned in the period. This expense was calculated based on the number of options vested during the period multiplied by the fair value at the time of
grant, net of tax effect. No options have been granted since December 31, 2003.



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3. Accounting Policies



Reference is made to the accounting policies of the Company described in the notes to the consolidated financial statements contained in the Companys Annual
Report on Form 10-KSB as amended, for the fiscal year ended December 31, 2003, filed with the Securities and Exchange Commission.



4. Reclassification



Certain amounts in the prior period financial statements have been reclassified to conform to the presentation used in the current period unaudited consolidated financial statements.



5. Stock Split



On June 17, 2004, the Company announced a 3 for 2 stock split, payable in form of a 50% stock dividend, to shareholders of record on July 1,
2004, with a payment date of July 15, 2004.



6. Dividends Payable



On June 17, 2004, the Company announced a $0.05 cash dividend payable to
shareholders of record on July 12, 2004, with a payment date of July 15, 2004. The dividend was paid to shareholders based on the post-split number of shares.



7. Earnings per share



Basic earnings per share are based on the weighted average number of common shares outstanding during the period while the effects of potential shares outstanding during
the period are included in diluted earnings per share. The reconciliation of the amounts used in the computation of both basic earnings per share and diluted earnings per share for each period is presented as follows, with
all common share numbers and per share amounts adjusted for the 3 for 2 stock split paid in the form of a 50% stock dividend on July 15, 2004:



For the three-months ended June 30, 2004



|                                 |  |             |         |              |           |                 |   |       |  
|-------------------------------- |  | ----------- | ------- | ------------ | --------- | --------------- | - | ----- | -
|                                 |  | NetEarnings |         | CommonShares |           | Per ShareAmount |  
|Basic earnings per share         |  | $           | 992,730 |              | 2,205,845 |                 | $ | 0.45  |  
|                                 |  |             |        
|Effect of dilutive common stock: |  |             |         |              |           |                 |   |       |  
|Stock options                    |  |             |         |              | 112,913   |                 |   | (0.02 | )
|                                 |  |             |         |              |           |                 |   |       |  
|Diluted earnings per share       |  | $           | 992,370 |              | 2,318,758 |                 | $ | 0.43  |  
|                                 |  |             |         |              |           |                 |   |       |  



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For the three-months ended June 30, 2003



|                                 |  |             |         |              |           |                 |   |       |  
|-------------------------------- |  | ----------- | ------- | ------------ | --------- | --------------- | - | ----- | -
|                                 |  | NetEarnings |         | CommonShares |           | Per ShareAmount |  
|Basic earnings per share         |  | $           | 553,970 |              | 2,200,745 |                 | $ | 0.25  |  
|                                 |  |             |        
|Effect of dilutive common stock: |  |             |         |              |           |                 |   |       |  
|Stock options                    |  |             |         |              | 207,695   |                 |   | (0.02 | )
|                                 |  |             |         |              |           |                 |   |       |  
|Diluted earnings per share       |  | $           | 553,970 |              | 2,408,440 |                 | $ | 0.23  |  
|                                 |  |             |         |              |           |                 |   |       |  



For the six-months
ended June 30, 2004



|                                 |  |             |           |              |           |                 |   |       |  
|-------------------------------- |  | ----------- | --------- | ------------ | --------- | --------------- | - | ----- | -
|                                 |  | NetEarnings |           | CommonShares |           | Per ShareAmount |  
|Basic earnings per share         |  | $           | 1,576,038 |              | 2,203,627 |                 |   | 0.72  |  
|                                 |  |             |          
|Effect of dilutive common stock: |  |             |           |              |           |                 |   |       |  
|Stock options                    |  |             |           |              | 137,859   |                 |   | (0.05 | )
|                                 |  |             |           |              |           |                 |   |       |  
|Diluted earnings per share       |  | $           | 1,576,038 |              | 2,341,486 |                 | $ | 0.67  |  
|                                 |  |             |           |              |           |                 |   |       |  



For the six-months
ended June 30, 2003



|                                 |  |             |           |              |           |                 |   |       |  
|-------------------------------- |  | ----------- | --------- | ------------ | --------- | --------------- | - | ----- | -
|                                 |  | NetEarnings |           | CommonShares |           | Per ShareAmount |  
|Basic earnings per share         |  | $           | 1,114,907 |              | 2,200,821 |                 | $ | 0.51  |  
|                                 |  |             |          
|Effect of dilutive common stock: |  |             |           |              |           |                 |   |       |  
|Stock options                    |  |             |           |              | 193,617   |                 |   | (0.04 | )
|                                 |  |             |           |              |           |                 |   |       |  
|Diluted earnings per share       |  | $           | 1,114,907 |              | 2,394,438 |                 | $ | 0.47  |  
|                                 |  |             |           |              |           |                 |   |       |  



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##### Table of Contents

PART II. OTHER INFORMATION



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



| | a) | Exhibits  The following exhibits are filed with this report.
| | -- | -------------------------------------------------------------



| | 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | ---- | ------------------------------------------------------------------------------------------------------



| | 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | ---- | ------------------------------------------------------------------------------------------------------



| | 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------



| | 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | On April 5, 2004, the Company filed with the Securities and Exchange Commission a Current Report on Form 8-K, which included as an exhibit thereto the Companys press release
dated April 2, 2004 providing that on March 30, 2004, the Company completed the sale, through its subsidiary, CCF Capital Trust II, of $4,500,000 of floating rate trust preferred securities.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On April 20, 2004, the Company filed with the Securities and Exchange
Commission a Current Report on Form 8-K, which included as an exhibit thereto the Companys press release dated April 16, 2004 providing its then current expectations for its financial performance for the quarter ended March 31, 2004, including
total assets, net income, basic earnings per share, net interest margin, efficiency ratios, total loans (at end of period), non-performing loans (at end of period), loan loss provision, loan loss reserve (at end of period) and consolidated equity
(at end of period). The information contained in the Current Report on Form 8-K was furnished to the Securities and Exchange Commission pursuant to Item 12 of Form 8-K.



On June 21, 2004, the Company filed with the Securities and Exchange Commission a Current Report on Form 8-K, which included
as an exhibit thereto the Companys press release dated June 17, 2004 announcing that its Board of Directors approved a 3-for-2 stock split of the Companys common stock and a $0.05 per share cash dividend to its shareholders.



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CCF HOLDING COMPANY AND SUBSIDIARIES



SIGNATURES



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



CCF HOLDING COMPANY



|                      |  |     |  |                        
|--------------------- |  | --- |  | -----------------------
|                      |  |    
|Date: August 16, 2004 |  | BY: |  | /s/ David B. Turner    
|                      |  |     |  | David B. Turner        
|                      |  |     |  | President and          
|                      |  |     |  | Chief Executive Officer
|                      |  |    
|Date: August 16, 2004 |  | BY: |  | /s/ Mary Jo Rogers     
|                      |  |     |  | Mary Jo Rogers         
|                      |  |     |  | Sr. Vice President and 
|                      |  |     |  | Chief Financial Officer



9