##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB



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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: September 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 |  | (I.R.S. Employer   
|Incorporation or Organization)  |  | 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 November 10, 2004, 2,238,457 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

CCF HOLDING COMPANY AND SUBSIDIARIES

INDEX



|                                   |  |                                                                     |  |                                                                                                                                                  |  |  
|---------------------------------- |  | ------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------ |  | -
|                                   |  | Page                                                               
|PART I.     
FINANCIAL INFORMATION |  |                                                                    
|                                   |  |                                                                    
|                                   |  | Item 1.
Financial Statements:                                       |  |                                                                                                                                                 
|                                   |  |                                                                     | 
|                                   |  |                                                                     |  | Consolidated Balance Sheets as of September 30, 2004 (Unaudited) and December 31, 2003 (Audited)                                                 |  | 1
|                                   |  |                                                                     | 
|                                   |  |                                                                     |  | Consolidated Statements of Earnings (Unaudited) For the Three-months and Nine-months Ended September 30, 2004 and September 30, 2003             |  | 2
|                                   |  |                                                                     | 
|                                   |  |                                                                     |  | Consolidated Statements of Comprehensive Income (Unaudited) For the Three-months and Nine-months Ended September 30, 2004 and September 30, 2003 |  | 3
|                                   |  |                                                                     | 
|                                   |  |                                                                     |  | Consolidated Statements of Cash Flows (Unaudited) For the Nine-months Ended September 30, 2004 and September 30, 2003                            |  | 4
|                                   |  |                                                                     | 
|                                   |  |                                                                     |  | Notes to Consolidated Financial Statements (Unaudited)                                                                                           |  | 5
|                                   |  |                                                                    
|                                   |  | Item 2.
Managements Discussion and Analysis or Plan of Operation   |  | 7                                                                                                                                               
|                                   |  |                                                                    
|                                   |  | Item 3.
Controls and Procedures                                     |  | 12                                                                                                                                              
|                                   | 
|PART II.     
OTHER INFORMATION    |  |                                                                    
|                                   |  |                                                                    
|                                   |  | Item 1.
Legal Proceedings                                           |  | 13                                                                                                                                              
|                                   |  |                                                                    
|                                   |  | Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds |  | 13                                                                                                                                              
|                                   |  |                                                                    
|                                   |  | Item 3.
Defaults upon Senior Securities                             |  | 13                                                                                                                                              
|                                   |  |                                                                    
|                                   |  | Item 4.
Submission of Matters to a Vote of Security Holders         |  | 13                                                                                                                                              
|                                   |  |                                                                    
|                                   |  | Item 5.
Other Information                                           |  | 13                                                                                                                                              
|                                   |  |                                                                    
|                                   |  | Item 6.
Exhibits                                                    |  | 13                                                                                                                                              
|                                   |  |                                                                    
|Signatures                         |  |                                                                     |  | 14                                                                                                                                              



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##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



CCF HOLDING COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets



|                                                                                                                                                      |  |                   |             |                  |            
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | ---------------- | -----------
|                                                                                                                                                      |  | September 30,2004 |             | December 31,2003
|                                                                                                                                                      |  | (Unaudited)       |             | (Audited)       
|Assets                                                                                                                                                |  |                   |             |                  |            
|                                                                                                                                                      |  |                  
|Cash and due from banks                                                                                                                               |  | $                 | 7,258,780   |                  | 10,294,292 
|Interest-bearing deposits in other financial institutions                                                                                             |  |                   | 4,113,764   |                  | 1,349,804  
|Federal funds sold                                                                                                                                    |  |                   | 10,650,971  |                  | 2,361,632  
|                                                                                                                                                      |  |                   |             |                  |            
|Cash and cash equivalents                                                                                                                             |  |                   | 22,023,515  |                  | 14,005,728 
|                                                                                                                                                      |  |                  
|Interest-bearing time deposits in other financial institutions                                                                                        |  |                   | 99,000      |                  | 1,386,075  
|Investment securities available-for-sale                                                                                                              |  |                   | 43,278,146  |                  | 36,524,205 
|Federal Home Loan Bank stock, at cost                                                                                                                 |  |                   | 500,000     |                  | 750,000    
|Loans, net                                                                                                                                            |  |                   | 254,875,304 |                  | 228,334,366
|Premises and equipment, net                                                                                                                           |  |                   | 8,556,312   |                  | 7,185,756  
|Accrued interest receivable                                                                                                                           |  |                   | 1,332,455   |                  | 1,123,890  
|Cash surrender value of life insurance                                                                                                                |  |                   | 4,819,962   |                  | 4,620,438  
|Other real estate owned                                                                                                                               |  |                   | 2,784,899   |                  | 341,000    
|Other assets                                                                                                                                          |  |                   | 1,578,352   |                  | 1,388,205  
|                                                                                                                                                      |  |                   |             |                  |            
|Total assets                                                                                                                                          |  | $                 | 339,847,945 |                  | 295,659,663
|                                                                                                                                                      |  |                   |             |                  |            
|Liabilities and Shareholders Equity                                                                                                                  |  |                   |             |                  |            
|                                                                                                                                                      |  |                  
|Deposits:                                                                                                                                             |  |                   |             |                  |            
|Noninterest-bearing deposits                                                                                                                          |  | $                 | 34,530,409  |                  | 27,855,720 
|Interest bearing demand deposits                                                                                                                      |  |                   | 100,185,386 |                  | 90,383,872 
|Savings accounts                                                                                                                                      |  |                   | 7,977,136   |                  | 7,689,032  
|Time deposits less than $100,000                                                                                                                      |  |                   | 108,741,481 |                  | 89,623,330 
|Time deposits greater than $100,000                                                                                                                   |  |                   | 42,094,695  |                  | 34,084,868 
|                                                                                                                                                      |  |                   |             |                  |            
|Total deposits                                                                                                                                        |  |                   | 293,529,107 |                  | 249,636,822
|                                                                                                                                                      |  |                  
|Securities sold under agreement to repurchase                                                                                                         |  |                   | 4,593,930   |                  | 3,220,798  
|Federal Home Loan Bank advances                                                                                                                       |  |                   | 10,000,000  |                  | 15,000,000 
|Notes payable                                                                                                                                         |  |                   | 8,500,000   |                  | 4,000,000  
|Other liabilities                                                                                                                                     |  |                   | 1,575,165   |                  | 4,136,044  
|                                                                                                                                                      |  |                   |             |                  |            
|Total liabilities                                                                                                                                     |  |                   | 318,198,202 |                  | 275,993,664
|                                                                                                                                                      |  |                   |             |                  |            
|Commitments                                                                                                                                           |  |                   |             |                  |            
|Shareholders Equity:                                                                                                                                 |  |                   |             |                  |            
|Preferred stock, no par value; 1,000,000 shares authorized; none issued and outstanding                                                               |  |                   |            |                  |           
|Common stock, $0.10 par value, 4,000,000 shares authorized; 2,238,457 issued and outstanding in 2004; 2,202,940 shares issued and outstanding
in 2003 |  |                   | 223,846     |                  | 220,294    
|Additional paid in capital                                                                                                                            |  |                   | 9,153,978   |                  | 8,957,500  
|Retained earnings                                                                                                                                     |  |                   | 12,160,413  |                  | 10,286,108 
|Accumulated other comprehensive income                                                                                                                |  |                   | 111,506     |                  | 202,097    
|                                                                                                                                                      |  |                   |             |                  |            
|Total shareholders equity                                                                                                                            |  |                   | 21,649,743  |                  | 19,665,999 
|                                                                                                                                                      |  |                   |             |                  |            
|                                                                                                                                                      |  | $                 | 339,847,945 |                  | 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 EndedSeptember 30, |           |   | Nine-months EndedSeptember 30,
|                                                                                 |  | 2004                            |           |   | 2003                           |           |   | 2004 |            | 2003
|Interest and dividend income:                                                    |  |                                 |           |   |                                |           |   |      |            |      |           
|Interest and fees on loans                                                       |  | $                               | 4,146,417 |   |                                | 3,648,733 |   |      | 12,417,715 |      | 10,850,828
|Interest-bearing deposits in other financial institutions and federal funds sold |  |                                 | 30,170    |   |                                | 46,600    |   |      | 91,291     |      | 151,781   
|Interest and dividends on taxable investment securities                          |  |                                 | 349,190   |   |                                | 255,040   |   |      | 926,453    |      | 739,470   
|Interest on nontaxable investment securities                                     |  |                                 | 47,440    |   |                                | 72,826    |   |      | 130,974    |      | 132,007   
|                                                                                 |  |                                 |           |   |                                |           |   |      |            |      |           
|Total interest and dividend income                                               |  |                                 | 4,573,217 |   |                                | 4,023,199 |   |      | 13,566,433 |      | 11,874,086
|                                                                                 |  |                                 |           |   |                                |           |   |      |            |      |           
|Interest expense:                                                                |  |                                 |           |   |                                |           |   |      |            |      |           
|Deposit accounts                                                                 |  |                                 | 1,244,843 |   |                                | 1,082,296 |   |      | 3,549,978  |      | 3,446,635 
|Other borrowings                                                                 |  |                                 | 165,615   |   |                                | 139,995   |   |      | 489,130    |      | 349,030   
|                                                                                 |  |                                 |           |   |                                |           |   |      |            |      |           
|Total interest expense                                                           |  |                                 | 1,410,458 |   |                                | 1,222,291 |   |      | 4,039,108  |      | 3,795,665 
|                                                                                 |  |                                 |           |   |                                |           |   |      |            |      |           
|Net interest income                                                              |  |                                 | 3,162,759 |   |                                | 2,800,908 |   |      | 9,527,325  |      | 8,078,421 
|                                                                                 |  |                                 |           |  
|Provision for loan losses                                                        |  |                                 | 180,000   |   |                                | 135,000   |   |      | 770,000    |      | 405,000   
|                                                                                 |  |                                 |           |   |                                |           |   |      |            |      |           
|Net interest income after provision for loan losses                              |  |                                 | 2,982,759 |   |                                | 2,665,908 |   |      | 8,757,325  |      | 7,673,421 
|                                                                                 |  |                                 |           |   |                                |           |   |      |            |      |           
|Other income:                                                                    |  |                                 |           |   |                                |           |   |      |            |      |           
|Service charges on deposit accounts                                              |  |                                 | 293,015   |   |                                | 246,567   |   |      | 845,533    |      | 688,932   
|(Loss) gain on sales of loans                                                    |  |                                 |          |   |                                | (10,597   | ) |      | 570,868    |      | 25,098    
|Gain on sales of fixed assets                                                    |  |                                 |          |   |                                | 6,654     |   |      | 13,692     |      | 11,354    
|(Loss) gain on sales of investment securities                                    |  |                                 | (880      | ) |                                | 22,681    |   |      | 645        |      | 57,104    
|Other                                                                            |  |                                 | 164,781   |   |                                | 152,316   |   |      | 494,995    |      | 481,840   
|                                                                                 |  |                                 |           |   |                                |           |   |      |            |      |           
|Total other income                                                               |  |                                 | 456,916   |   |                                | 417,621   |   |      | 1,925,733  |      | 1,264,328 
|                                                                                 |  |                                 |           |   |                                |           |   |      |            |      |           
|Other expenses:                                                                  |  |                                 |           |   |                                |           |   |      |            |      |           
|Salaries and employee benefits                                                   |  |                                 | 1,515,184 |   |                                | 1,287,629 |   |      | 4,462,282  |      | 3,723,556 
|Occupancy                                                                        |  |                                 | 475,652   |   |                                | 412,698   |   |      | 1,322,337  |      | 1,209,299 
|Loss on sales of other real estate owned                                         |  |                                 | 29,344    |   |                                | 1,500     |   |      | 74,153     |      | 17,992    
|Other                                                                            |  |                                 | 531,192   |   |                                | 459,449   |   |      | 1,598,510  |      | 1,401,642 
|                                                                                 |  |                                 |           |   |                                |           |   |      |            |      |           
|Total other expenses                                                             |  |                                 | 2,551,372 |   |                                | 2,161,276 |   |      | 7,457,282  |      | 6,352,489 
|                                                                                 |  |                                 |           |   |                                |           |   |      |            |      |           
|Earnings before income taxes                                                     |  |                                 | 888,303   |   |                                | 922,253   |   |      | 3,225,776  |      | 2,585,260 
|                                                                                 |  |                                 |           |   |                                |           |   |      |            |      |           
|Income tax expense                                                               |  |                                 | 278,775   |   |                                | 292,070   |   |      | 1,040,210  |      | 840,170   
|                                                                                 |  |                                 |           |   |                                |           |   |      |            |      |           
|Net earnings                                                                     |  | $                               | 609,528   |   |                                | 630,183   |   |      | 2,185,566  |      | 1,745,090 
|                                                                                 |  |                                 |           |   |                                |           |   |      |            |      |           
|Basic earnings per share                                                         |  | $                               | 0.27      |   |                                | 0.29      |   |      | 0.99       |      | 0.79      
|                                                                                 |  |                                 |           |   |                                |           |   |      |            |      |           
|Diluted earnings per share                                                       |  | $                               | 0.26      |   |                                | 0.26      |   |      | 0.93       |      | 0.72      
|                                                                                 |  |                                 |           |   |                                |           |   |      |            |      |           



See accompanying notes to unaudited
consolidated financial statements.



2



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##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)



|                                                                               |  |                                 |           |   |                                |          |   |      |           |   |      |           |  
|------------------------------------------------------------------------------ |  | ------------------------------- | --------- | - | ------------------------------ | -------- | - | ---- | --------- | - | ---- | --------- | -
|                                                                               |  | Three-months EndedSeptember 30, |           |   | Nine-months EndedSeptember 30, |         
|                                                                               |  | 2004                            |           |   | 2003                           |          |   | 2004 |           |   | 2003 |          
|Net earnings                                                                   |  | $                               | 609,528   |   |                                | 630,183  |   |      | 2,185,566 |   |      | 1,745,090 |  
|                                                                               |  |                                 |           |  
|Other comprehensive income:                                                    |  |                                 |           |   |                                |          |   |      |           |   |      |           |  
|Unrealized holding gains (losses) on investment securities available-for-sale: |  |                                 | 605,703   |   |                                | (313,431 | ) |      | (140,897  | ) |      | (136,643  | )
|Associated income tax effect                                                   |  |                                 | (205,939  | ) |                                | 112,835  |   |      | 50,719    |   |      | 49,191    |  
|Reclassification adjustment for losses (gains) included in earnings            |  |                                 | 880       |   |                                | (22,681  | ) |      | (645      | ) |      | (57,104   | )
|Associated income tax effect                                                   |  |                                 | (317      | ) |                                | 8,165    |   |      | 232       |   |      | 20,558    |  
|                                                                               |  |                                 |           |   |                                |          |   |      |           |   |      |           |  
|Total other comprehensive income (loss)                                        |  |                                 | 400,327   |   |                                | (215,112 | ) |      | (90,591   | ) |      | (123,998  | )
|                                                                               |  |                                 |           |   |                                |          |   |      |           |   |      |           |  
|Total comprehensive income                                                     |  | $                               | 1,009,855 |   |                                | 415,071  |   |      | 2,094,975 |   |      | 1,621,092 |  
|                                                                               |  |                                 |           |   |                                |          |   |      |           |   |      |           |  



See accompanying notes to unaudited
consolidated financial statements.



3



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##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                              |  |                                 |             |   |      |             |  
|--------------------------------------------------------------------------------------------- |  | ------------------------------- | ----------- | - | ---- | ----------- | -
|                                                                                              |  | Nine-months Ended September 30, |            
|                                                                                              |  | 2004                            |             |   | 2003 |            
|Cash flows from operating activities:                                                         |  |                                 |             |   |      |             |  
|Net earnings                                                                                  |  | $                               | 2,185,566   |   |      | 1,745,090   |  
|Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: |  |                                 |             |   |      |             |  
|Provision for loan losses                                                                     |  |                                 | 770,000     |   |      | 405,000     |  
|Depreciation, amortization, and accretion, net                                                |  |                                 | 505,515     |   |      | 638,507     |  
|Net gain on sale of investment securities                                                     |  |                                 | (645        | ) |      | (57,104     | )
|Net loss on sale of real estate owned                                                         |  |                                 | 74,153      |   |      | 17,992      |  
|Net gain on sale of premises and equipment                                                    |  |                                 | (13,692     | ) |      | (11,354     | )
|Net gain on sale of loans                                                                     |  |                                 | (570,868    | ) |      | (25,098     | )
|Increase in cash surrender value of life insurance                                            |  |                                 | (199,524    | ) |      | (209,135    | )
|(Increase) decrease in accrued interest receivable                                            |  |                                 | (208,565    | ) |      | 8,214       |  
|Increase in other assets                                                                      |  |                                 | (190,147    | ) |      | (93,928     | )
|(Decrease) increase in other liabilities                                                      |  |                                 | (2,560,879  | ) |      | 1,340,117   |  
|                                                                                              |  |                                 |             |   |      |             |  
|Net cash (used in) provided by operating activities                                           |  |                                 | (209,086    | ) |      | 3,758,301   |  
|                                                                                              |  |                                 |             |   |      |             |  
|Cash flows from investing activities:                                                         |  |                                 |             |   |      |             |  
|Proceeds from maturing interest-bearing time deposits in other financial institutions         |  |                                 | 1,287,075   |   |      |            |  
|Proceeds from maturing investment securities available-for-sale                               |  |                                 | 15,462,842  |   |      | 30,174,942  |  
|Purchases of investment securities available-for-sale                                         |  |                                 | (25,244,401 | ) |      | (45,384,229 | )
|Proceeds from sales of investment securities available-for-sale                               |  |                                 | 2,905,520   |   |      | 3,317,559   |  
|Proceeds from sale of FHLB stock                                                              |  |                                 | 250,000     |   |      |            |  
|Loan originations, net                                                                        |  |                                 | (35,220,913 | ) |      | (39,475,630 | )
|Proceeds from sales of real estate owned                                                      |  |                                 | 265,947     |   |      | 181,033     |  
|Proceeds from sale of loans                                                                   |  |                                 | 5,696,844   |   |      | 15,086,090  |  
|Proceeds from sales of premises and equipment                                                 |  |                                 |            |   |      | 426,512     |  
|Purchases of premises and equipment                                                           |  |                                 | (1,830,227  | ) |      | (1,384,723  | )
|                                                                                              |  |                                 |             |   |      |             |  
|Net cash used in investing activities                                                         |  |                                 | (36,427,313 | ) |      | (37,058,446 | )
|                                                                                              |  |                                 |             |   |      |             |  
|Cash flows from financing activities:                                                         |  |                                 |             |   |      |             |  
|Net increase in deposit accounts                                                              |  |                                 | 43,892,285  |   |      | 16,429,411  |  
|Net increase in securities sold under agreements to repurchase                                |  |                                 | 1,373,132   |   |      | 452,219     |  
|Proceeds from Federal Home Loan Bank (FHLB) advances                                        |  |                                 |            |   |      | 10,000,000  |  
|Payments of FHLB advances                                                                     |  |                                 | (5,000,000  | ) |      |            |  
|Proceeds from the issuance of long term debt                                                  |  |                                 | 4,500,000   |   |      |            |  
|Dividends paid                                                                                |  |                                 | (311,261    | ) |      | (161,375    | )
|Common stock issued through exercise of options                                               |  |                                 | 200,030     |   |      | 36,153      |  
|Common stock repurchased and retired                                                          |  |                                 |            |   |      | (12,264     | )
|                                                                                              |  |                                 |             |   |      |             |  
|Net cash provided by financing activities                                                     |  |                                 | 44,654,186  |   |      | 26,744,144  |  
|                                                                                              |  |                                 |             |   |      |             |  
|Increase (decrease) in cash and cash equivalents                                              |  |                                 | 8,017,787   |   |      | (6,556,001  | )
|                                                                                              |  |                                
|Cash and cash equivalents at beginning of period                                              |  |                                 | 14,005,728  |   |      | 22,698,187  |  
|                                                                                              |  |                                 |             |   |      |             |  
|Cash and cash equivalents at end of period                                                    |  | $                               | 22,023,515  |   |      | 16,142,186  |  
|                                                                                              |  |                                 |             |   |      |             |  
|Non-cash activities effecting investing activities:                                           |  |                                 |             |   |      |             |  
|Transfer of loans to other real estate owned                                                  |  | $                               | 2,783,999   |   |      | 256,681     |  
|                                                                                              |  |                                 |             |   |      |             |  
|Supplemental disclosure of cash flow information:                                             |  |                                 |             |   |      |             |  
|Interest paid                                                                                 |  | $                               | 2,953,139   |   |      | 3,494,266   |  
|                                                                                              |  |                                 |             |   |      |             |  
|Income taxes paid                                                                             |  | $                               | 1,141,500   |   |      | 617,040     |  
|                                                                                              |  |                                 |             |   |      |             |  



See accompanying notes to unaudited
consolidated financial statements.



4



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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 nine-month periods ended September 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 nine-month
periods ended September 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 September 30, 2004, and September 30, 2003, would have been reduced to the pro forma amounts indicated below:



|                           |  |             |  |                                 |         |                                |         |      |           |      |          
|-------------------------- |  | ----------- |  | ------------------------------- | ------- | ------------------------------ | ------- | ---- | --------- | ---- | ---------
|                           |  |             |  | Three-months endedSeptember 30, |         | Nine-months endedSeptember 30,
|                           |  |             |  | 2004                            |         | 2003                           |         | 2004 |           | 2003
|Net earnings               |  | As reported |  | $                               | 609,528 |                                | 630,183 |      | 2,185,566 |      | 1,745,090
|                           |  | Pro forma   |  | $                               | 604,109 |                                | 626,064 |      | 2,169,309 |      | 1,732,733
|                           |  |             |  |                                 |        
|Basic earnings per share   |  | As reported |  | $                               | 0.27    |                                | 0.29    |      | 0.99      |      | 0.79     
|                           |  | Pro forma   |  | $                               | 0.27    |                                | 0.28    |      | 0.98      |      | 0.79     
|                           |  |             |  |                                 |        
|Diluted earnings per share |  | As reported |  | $                               | 0.26    |                                | 0.26    |      | 0.93      |      | 0.72     
|                           |  | Pro forma   |  | $                               | 0.26    |                                | 0.26    |      | 0.93      |      | 0.72     



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.



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##### Table of Contents

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 the 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 September 22, 2004, the Company announced a $0.05 cash
dividend payable to shareholders of record on October 8, 2004, with a payment date of October 22, 2004.



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 September 30, 2004



|                                 |  |             |         |              |           |                 |   |       |  
|-------------------------------- |  | ----------- | ------- | ------------ | --------- | --------------- | - | ----- | -
|                                 |  | NetEarnings |         | CommonShares |           | Per ShareAmount |  
|Basic earnings per share         |  | $           | 609,528 |              | 2,232,049 |                 | $ | 0.27  |  
|Effect of dilutive common stock: |  |             |         |              |           |                 |   |       |  
|Stock options                    |  |             |        |              | 100,152   |                 | $ | (0.01 | )
|                                 |  |             |         |              |           |                 |   |       |  
|Diluted earnings per share       |  | $           | 609,528 |              | 2,332,201 |                 | $ | 0.26  |  
|                                 |  |             |         |              |           |                 |   |       |  



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##### Table of Contents

For the three-months ended September 30, 2003



|                                 |  |             |         |              |           |                 |   |       |  
|-------------------------------- |  | ----------- | ------- | ------------ | --------- | --------------- | - | ----- | -
|                                 |  | NetEarnings |         | CommonShares |           | Per ShareAmount |  
|Basic earnings per share         |  | $           | 630,183 |              | 2,200,744 |                 | $ | 0.29  |  
|Effect of dilutive common stock: |  |             |         |              |           |                 |   |       |  
|Stock options                    |  |             |        |              | 232,726   |                 |   | (0.03 | )
|                                 |  |             |         |              |           |                 |   |       |  
|Diluted earnings per share       |  | $           | 630,183 |              | 2,433,470 |                 | $ | 0.26  |  
|                                 |  |             |         |              |           |                 |   |       |  



For the nine-months
ended September 30, 2004



|                                 |  |             |           |              |           |                 |   |       |  
|-------------------------------- |  | ----------- | --------- | ------------ | --------- | --------------- | - | ----- | -
|                                 |  | NetEarnings |           | CommonShares |           | Per ShareAmount |  
|Basic earnings per share         |  | $           | 2,185,566 |              | 2,215,023 |                 | $ | 0.99  |  
|Effect of dilutive common stock: |  |             |           |              |           |                 |   |       |  
|Stock options                    |  |             |          |              | 125,290   |                 |   | (0.06 | )
|                                 |  |             |           |              |           |                 |   |       |  
|Diluted earnings per share       |  | $           | 2,185,566 |              | 2,340,313 |                 | $ | 0.93  |  
|                                 |  |             |           |              |           |                 |   |       |  



For the nine-months
ended September 30, 2003



|                                 |  |             |           |              |           |                 |   |       |  
|-------------------------------- |  | ----------- | --------- | ------------ | --------- | --------------- | - | ----- | -
|                                 |  | NetEarnings |           | CommonShares |           | Per ShareAmount |  
|Basic earnings per share         |  | $           | 1,745,090 |              | 2,200,821 |                 | $ | 0.79  |  
|Effect of dilutive common stock: |  |             |           |              |           |                 |   |       |  
|Stock options                    |  |             |          |              | 206,653   |                 |   | (0.07 | )
|                                 |  |             |           |              |           |                 |   |       |  
|Diluted earnings per share       |  | $           | 1,745,090 |              | 2,407,474 |                 | $ | 0.72  |  
|                                 |  |             |           |              |           |                 |   |       |  



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



Forward-Looking Statements



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



These forward-looking statements involve risks and uncertainties, such as
statements of the Companys plans, objectives, expectations, estimates and intentions, that are subject to change based on various important factors, some of which are beyond the Companys control. The following factors, among others,
could cause the Companys financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: the strength of the



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##### Table of Contents

United States economy in general and the strength of the local economies in which the Company conducts operations; the
effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation; interest rate, market and monetary fluctuations; the timely development of
and acceptance of new products and services of the Company and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors products and services; the willingness of
users to substitute competitors products and services for the Companys products and services; the success of the Company in gaining regulatory approval of its products and services, when required; the impact of changes in financial
services laws and regulations, including laws concerning taxes, banking, securities and insurance; technological changes and acquisitions; managing credit risk; changes in consumer spending and saving habits; the impact of the war on
terrorism; and the success of the Company at managing the risks involved in the foregoing.



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



Critical Accounting Policies



In preparing its financial statements, the Company has adopted various accounting policies
that comply with accounting principles generally accepted in the United States of America. Certain accounting policies involve significant judgments and assumptions on the part of management that can have a material impact on the carrying value of
assets and liabilities. Management considers such accounting policies to be critical accounting policies. The Company believes the allowance for loan losses is a critical accounting policy that requires the most significant use of estimates and
assumptions in the preparation of its consolidated financial statements.



The
allowance for loan losses is based on managements judgment of an amount that is adequate to absorb inherent losses in the existing loan portfolio. The allowance for loan losses is established through a provision for losses based on
managements evaluation of several factors. The evaluation, which includes a review of all loans on which full collection may not be reasonably assumed, considers among other matters, economic conditions, the fair market value or the estimated
net realizable value of the underlying collateral, the financial condition of the borrowers, managements estimate of probable credit losses, historical loan loss experience, and other factors that warrant recognition in providing for an
adequate loan loss allowance.



Comparison of Financial Condition at
September 30, 2004, and December 31, 2003



Assets - The
Companys total assets increased by 14.9%, or $44.2 million, from $295.7 million at December 31, 2003, to $339.8 million at September 30, 2004. Net loans increased 11.6% to $254.9 million at September 30, 2004, an increase of $26.6 million, or
11.7%, from $228.3 million at December 31, 2003. The Companys loan growth includes an increase of $18.0 million in one to four family residential construction loans. The investment securities portfolio increased from $36.5 million at December
31, 2003, to $43.3 million at September 30, 2004, an increase of $6.8 million or 18.5%. Investment securities were purchased during a period when the Banks federal funds position exceeded its expected need and the yield received on the bonds
was higher than could be received on overnight investments. Federal funds sold increased from $2.4 million at December 31, 2003, to $10.7 million at September 30, 2004, as deposit account growth outpaced loan growth. Other real estate owned
increased from $341,000 at December 31, 2003, to $2.8 million at September 30, 2004. This increase is due to the foreclosure of a nonperforming loan, secured by undeveloped commercial real estate, during the quarter ending June 30, 2004. Other
assets increased $200,000, from $1.4 million at December 31, 2003, to $1.6 million at September 30, 2004. This increase was primarily due to an increase of prepaid expenses of $169,000.



8



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Liabilities - Total deposits at September 30, 2004, were $293.5 million, an increase of $43.8 million, or 17.6%,
from $249.7 million at December 31, 2003. Transaction account growth of $16.5 million, or 13.9%, was noted during this period, which includes non-interest bearing demand deposit accounts, NOW accounts and money market accounts. These transaction
accounts increased from $118.2 million at December 31, 2003, to $134.7 million at September 30, 2004. Of this, non-interest bearing accounts increased by $6.7 million, or 24.0%, from $27.9 million at December 31, 2003, to $34.5 million at September
30, 2004. Time and savings deposits increased during the nine-month period from $131.4 million at December 31, 2003, to $158.8 million at September 30, 2004, an increase of 20.9%, or $27.4 million. This increase was necessary to improve the
Banks liquidity position and provide funding for loan growth. Certificates of deposit were raised locally through a marketing campaign, which generated $10.0 million in time deposits. This was supplemented by $23.0 million in non-brokered
certificates of deposits generated nationally from other financial institutions, partially offset by liquidations in the normal course of business. The certificates of deposit generated from other financial institutions are of one year or less in
maturity. Repurchase agreement balances increased from $3.2 million at December 31, 2003, to $4.6 million at September 30, 2004, an increase of $1.4 million, or 43.8%. This increase was due to higher balances on individual existing accounts. Federal
Home Loan Bank (FHLB) advances decreased from $15.0 million at December 31, 2003, to $10.0 million at September 30, 2004 due to the maturity of a $5.0 million advance in July 2004.



On March 31, 2004, the Company completed its second Trust Preferred securities offering. This
offering of $4.5 million increased the outstanding balance of notes payable by the Company from $4.0 million at December 31, 2003, to $8.5 million at September 30, 2004. Further discussion of this offering is included in Other Important
Events below.



Shareholders Equity  Total
Shareholders equity increased $1.9 million, or 10.1%, from $19.7 million at December 31, 2003, to $21.6 million at September 30, 2004. This increase was the result of the Companys net earnings for the period of $2.2 million, partially
offset by the payment of cash dividends to shareholders of $0.06 per share in March and $0.05 per share in both June 2004 and September 2004 totaling $277,000. (The per share dividend was reduced by $0.01 per share following the 3 for 2 stock
dividend paid to shareholders on July 15, 2004, however, the dividend payout to each shareholder increased by 25%.) The remainder of the change reflects the change in fair value of the Banks available-for-sale investment portfolio, which
affects accumulated other comprehensive income. The ratio of shareholders equity as a percentage of total assets was 6.4% at September 30, 2004, and 6.7% at December 31, 2003. Book value per share increased from $8.93 at December 31, 2003, to
$9.67 at September 30, 2004.



Comparison of Operating Results for
the Three- and Nine-months Ended September 30, 2004, and September 30, 2003



Net Earnings- The Company had net earnings of $610,000 for the three-month period ended September 30, 2004, compared to net earnings of $630,000 for the same three-month period in 2003. This represented a decrease in net earnings of
$20,000, or 3.3%. Net earnings increased by $440,000, or 25.2%, from $1.7 million in the nine-months ended September 30, 2003, to $2.2 million in the nine-months ended September 30, 2004. Included in the nine-month period ending September 30, 2004,
is a $422,000 pretax gain on the sale of a United States Department of Agriculture (USDA) guaranteed loan. Net earnings for the nine-month period ending September 30, 2004, exclusive of this gain, would have been $1.9 million, an
increase of $162,000, or 9.3%, over earnings for the nine-month period ending September 30, 2003. Additionally, gains on sales of loans guaranteed by the Small Business Administration (SBA) for the nine-month period ending September 30,
2004, totaled $150,000. This is an increase of $110,000 over the nine-month period ending September 30, 2003, which had gains on sales of loans guaranteed by the SBA of $40,000. Net interest income increased by $1.4 million or 17.3%, from $8.1
million in the nine-months ended September 30, 2003, to $9.5 million in the same nine-month



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period in 2004. The provision for loan losses for the nine-month period 2004 was $770,000, an increase of $365,000, or
90.1%, over the same period in 2003 which had provision expense of $405,000. This increase in provision expense negatively impacted earnings by $241,000 for the 2004 period.



Net Interest Income - Net interest income for the three-month period ended September 30, 2004, increased $362,000, or 12.9%, from
$2.8 million in 2003, to $3.2 million for the same three-month period in 2004. As noted above, for the nine-month period, net interest income increased by $1.4 million, or 17.3%, from $8.1 million in the 2003 period to $9.5 million in 2004. The
increase in the net interest income is attributed to the increase in interest income on loans and investment securities during the period due to the growth in the average balance of these interest earning assets during the period. Interest expense
on deposit accounts increased $103,000, or 3.0%, from $3.4 million in the nine-month period ending September 30, 2003, to $3.5 million in the nine-month period ending September 30, 2004. For the three-month period ending September 30, 2004, interest
expense on deposit accounts increased $163,000, or 15.0%, over the three-month period ending September 30, 2003. The margin for the nine-months ended September 30, 2004, increased to 4.07 %, from 4.05% in the nine-months ended September 30, 2003. In
the short term, due to a negative gap position of (0.13) for 180 days and (0.17) for 365 days, the Bank may experience a decline in net interest income during a rising rate environment. The forecasted net interest income reduction, for the next
twelve-month period, based on this gap position is $51,000. During the declining rate environments of 2002 and 2003, the Bank put interest rate floors on some loans that float with prime. As a result, these loans may not be affected by rate
increases early in an increasing rate cycle. This delay in repricing caused by the floors may adversely affect the Banks margin and as a result net interest income.



Provision for Loan Losses - The Banks provision for loan losses increased $45,000 for the three-month period ended September
30, 2004, compared to the same period in 2003, increasing to $180,000 from $135,000. For the nine-month period the provision increased $365,000, from $405,000 in 2003 to $770,000 in 2004. The increase in the provision during 2004 was primarily made
to keep pace with the continuing growth in the commercial loan portfolio. At September 30, 2004, the allowance for loan losses was $3.2 million, or 1.25% of loans outstanding. Management periodically evaluates the adequacy of the allowance for loan
losses, including an evaluation of past loan loss experience, current economic conditions, volume, growth and collateral of the loan portfolio. Management also reviews classified assets, including those loans and assets listed as non-performing.
Currently, management believes that the allowance for loan losses is adequate; however, there can be no assurances that further additions will not be needed. Management will continue to monitor and adjust the allowance as necessary in future periods
based on growth in the loan portfolio, loss experience, and the continued expected changing mix of loans in the loan portfolio.



Loans internally classified as substandard at September 30, 2004, totaled $4.9 million, for the period ending September 30, 2003, substandard assets totaled $3.8 million.
The increase in substandard loans is primarily due to a credit in the amount of $1.0 million, to an operating company, which is secured by real estate. Two loans classified as doubtful and non-accrual at September 30, 2004, totaled $756,000. One of
these loans, totaling $600,000 is secured by commercial real estate. At September 30, 2003, there were no loans classified as doubtful or non-accrual. Net charge-offs during the nine-month period ending September 30, 2004, totaled $244,000,
representing 0.10% of net loans outstanding. For the nine-month period ending September 30, 2003, net charge-offs totaled $730,000, representing 0.33% of net loans outstanding. In 2003, two previously restructured loans which had been assigned
specific reserves were charged off. One of these loans continues to pay as agreed under the restructure and will be handled ongoing as a recovery. Non-performing assets increased to $3.5 million, or 1.02%, of total assets for the period ending
September 30, 2004, from $341,000, or 0.11%, at December 31, 2003. The increase in non-performing assets was due to the foreclosure of a non-performing loan in the amount of $2.7 million in the second quarter of 2004 which is reflected on the
Consolidated Balance sheet in Other Real Estate Owned.



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Other Income - Service charges on deposit accounts increased 22.7%, or $157,000, during the nine-months ended
September 30, 2004, increasing from $689,000 at September 30, 2003, to $846,000 at September 30, 2004. For the three-month period ending September 30, 2004, service charges on deposit accounts increased 18.8%, or $46,000, from $247,000 at September
30, 2003, to $293,000 at September 30, 2004. The increase is attributable primarily to the increased number of transaction accounts.



Other Expenses - Other expenses for the nine-month period ended September 30, 2004, increased $1.1 million, or 17.4%, from $6.4 million for the nine-month period
ended September 30, 2003, to $7.5 million for the same period in 2004. For the three-month period ended September 30, 2004, other expenses increased $390,000, or 18.0%. Included in this increase are salaries and employee benefits which increased
$739,000, or 19.8%, to $4.5 million for the nine-month period ended September 30, 2004, from $3.7 million during the same nine-month period in 2003. For the three-month period ended September 30, 2004, salaries and employee benefits increased to
$1.5 million as compared to $1.3 million for the same period in 2003. This represents an increase of $228,000, or 17.7%. Salaries increased $392,000, or 14.6%, for the nine-month period ending September 30, 2004, due in part to the opening of the
Heritage Plaza branch on Highways 20 & 81 in McDonough Georgia in August 2003, and the Eagles Landing branch in July 2004. Additional increases in salaries are due to annual raises, which averaged 3.0%, and the hiring of three loan production
officers in the last quarter of 2003. Expenses related to employee group insurance increased $92,000, or 40.6%, for the six-month period ending September 30, 2004, over the six-month period ending September 30, 2003. The expense related to the
deferred compensation benefit increased for the nine-month period ending September 30, 2004, by $145,000 to $261,000 at September 30, 2004, from $116,000 in the nine-month period ending September 30, 2003. This increase in expense was due to a
regulatory mandated change in accounting. The Bank had been accounting for the expense based on the amount payable to the participant as of the end of the reporting period. Under the new regulatory requirements, the aggregate liability must be
recognized over the expected service period of the employee. Occupancy expense increased $113,000, or 9.3%, for the nine-month period ending September 30, 2004 to $1.3 million from $1.2 million for the nine-month period ending September 30, 2003.
This increase is primarily due to the openings of the Heritage Plaza branch in August 2003 and the Eagles Landing branch in July 2004.



Liquidity and Capital Resources - The Banks short-term liquidity was 16.21% on September 30, 2004. The Bank is required to maintain minimum levels of
liquid assets as defined by State of Georgia and Federal Deposit Insurance Corporation regulations. The Bank continues to search for deposits and other means of meeting its loan demand. The Bank adjusts its liquidity level as appropriate to meet its
asset/liability objectives. The primary sources of funds are deposits, amortization and prepayments of loans and mortgage-backed securities, maturity of investments, and funds provided from operations. As an alternative to supplement liquidity
needs, the Bank has the ability to borrow from the Federal Home Loan Bank of Atlanta and other correspondent banks. These commitments totaled $52.3 million at September 30, 2004, with $10.0 million drawn. Scheduled loan amortization and maturing
investment securities are a relatively predictable source of funds, however, deposit flow and loan prepayments are greatly influenced by, among other things, market interest rates, economic conditions, and competition. The Banks liquidity,
represented by cash, cash equivalents, and unpledged securities available for sale, is a product of its operating, investing, and financing activities.



Off Balance Sheet Risk  Through its operations, the Bank has made contractual commitments to extend credit in the ordinary course of its business activities.
These commitments are legally binding agreements to lend money to the Banks customers at predetermined interest rates for a specified period of time. At September 30, 2004, the Bank had issued commitments to extend credit of $53.4 million
through various types of lending arrangements. The Bank evaluates each customers credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on its credit
evaluation of the borrower. Collateral varies but may include accounts receivable, inventory, property, plant and equipment, and commercial and residential real estate.



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Capital Ratios - Quantitative measures established by regulation to ensure capital adequacy require the
Company and the Bank to maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. As of September 30, 2004, the most recent notification from the Federal Deposit Insurance
Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Banks capital category.



As of September 30, 2004, total risk based capital ratios were 10.66% for the
Bank and 11.06% for the consolidated Company. Tier 1 capital to risk weighted assets was 9.50% for the Bank and 9.93%for the consolidated Company. The Tier 1 capital to average asset ratio (leverage ratio) was 8.03% for the Bank and 8.41% for the
consolidated Company.



Other Important Events On July 21, 2004,
the Bank opened its seventh branch. The new branch is the Banks third branch in Henry County, Georgia, one of the nations fastest growing counties. This branch is in the Eagles Landing  Stockbridge area of Henry County.



On March 30, 2004, the Company completed the sale, through its subsidiary, CCF Capital
Trust II, of $4.5 million of floating rate trust preferred securities (the Capital Securities). This increased the balance of subordinated debentures from $4.0 million at December 31, 2003, to $8.5 million at September 30, 2004. The
Capital Securities have a maturity date of March 31, 2034 and a liquidation value of $50,000 per Capital Security. Interest on the Capital Securities will be paid quarterly on the last day of each March, June, September, and December and is reset
quarterly based on the prime rate of interest as announced in the Money Rates section of the Eastern Edition of The Wall Street Journal plus 12.5 basis points, as of the last business day of the preceding quarter. The Company intends to use
the net proceeds from the offering for general corporate purposes including the growth of its subsidiary bank and the expansion of product offerings. For more information please refer to the press release dated April 2, 2004.



Subject to the restrictions set forth in the proposed rule recently released by the Federal
Reserve Bank with respect to the capital treatment of trust-preferred securities, the capital infusion will continue to be considered Tier 1 capital for regulatory capital purposes and is reported as a long-term debt obligation of the Company. The
Federal Reserve Banks proposed rule provides for, among other things, the continued treatment of trust preferred securities meeting certain guidelines as Tier 1 capital subject to a reduction in the amount of trust preferred securities
eligible for such treatment and changes the way the trust preferred securities will be accounted for in the five years before they mature, effectively amortizing the amount that is treated as Tier 1 capital. The Federal Reserve Bank expects that
this rule will become effective March 31, 2007.



ITEM 3. CONTROLS AND PROCEDURES



Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, we have evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of September 30, 2004. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that material information relating to the Company, including its consolidated subsidiaries, is
made known to management by others within the Company and its consolidated subsidiaries, and that we record, process, summarize, and report information required to be disclosed by us in our quarterly reports filed under the Securities Exchange Act
within the time periods specified by the Securities and Exchange Commissions rules and forms. During the quarterly period covered by this report, there have not been any significant changes in our internal controls or in other factors that
have materially affected, or are reasonably likely to materially affect, our internal controls.



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##### Table of Contents

PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS.



The
Company is a party to certain legal proceedings, however, it does not anticipate that any such proceedings will have any material adverse effects on its financial condition or results of operation.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



NONE



ITEM 3. DEFAULTS UPON SENIOR SECURITIES.



NONE



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



NONE



ITEM 5. OTHER INFORMATION



NONE



ITEM 6. EXHIBITS



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



|     |  |                                                                                                                                                     
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|10.1 |  | Change in Control Severance Agreement with Kathy Zovlonsky, dated August 2, 2004.*                                                                  
|     | 
|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 Principal 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 Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

---

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



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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: November 15, 2004 |  | BY:                 |  | /s/ David B. Turner                  
|                        |  |                     |  | David B. Turner                      
|                        |  |                     |  | President and Chief Executive Officer
|                        |  |                    
|Date: November 15, 2004 |  | BY:                 |  | /s/ Mary Jo Rogers                   
|                        |  |                     |  | Mary Jo Rogers                       
|                        |  |                     |  | Sr. Vice President and               
|                        |  |                     |  | Chief Financial Officer