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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB/A

Amendment No. 1



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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: March 31, 2006



| ̈ | 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 Registrant 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)

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 ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ̈No x

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: At May 6, 2006, 2,419,351 shares of the registrants common stock were outstanding.

This Amendment No. 1 to the Registrants Quarterly Report for the period ended March 31, 2006 (the Report) is being filed
solely to fulfill the requirements for a Quarterly Report on Form 10-Q rather than on Form 10-QSB in order to reflect that Registrant no longer qualified for small business issuer status as of the end of its most recent fiscal year
(December 31, 2005). As a result, this Amendment renumbers Part I, Item 3 as Part I, Item 4 and contains the required disclosures under Part II, Item 1A, together with updated certifications by executive officers. Pursuant to
Instruction 1 to Item 305(c) of Regulation S-K, no disclosure under Part I, Item 3 will be required until December 31, 2006.

All other information reported in the Registrants Form 10-QSB filed on May 12, 2006 is hereby incorporated by reference into this Form 10-QSB/A.



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PART I

Item 4. Controls and Procedures

Within the 90-day period prior to the date of this report, the
Company, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Companys
disclosure controls and procedures as defined in Exchange Act Rule 13a  15(e). The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are effective as of March 31, 2006 in ensuring that material information relating to the Company, including our consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which
this quarterly report was being prepared. There were no significant changes in our internal controls or in other factors during the fiscal quarter ended March 31, 2006 that have materially affected or are reasonable likely to materially affect
these controls subsequent to the date of the evaluation.

PART II

Item 1A. Risk Factors

You should carefully consider the factors discussed in Part I, Item 1. Description of Business under the heading Risk Factors in our Annual Report on Form 10-KSB for the year ended December 31, 2005, which could
materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-KSB are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.



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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: June 2, 2006 |  |  |  | BY: |  | /s/ David B. Turner
|                   |  |  |  |     |  |                     |  | David B. Turner President and Chief Executive Officer        
|                   |  |  | 
|Date: June 2, 2006 |  |  |  | BY: |  | /s/ Mary Jo Rogers 
|                   |  |  |  |     |  |                     |  | Mary Jo Rogers Sr. Vice President and Chief Financial Officer