|                                                                                                                                                                                                                                                                                                               
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|UNITED STATES                                                                                                                                                                                                                                                                                                  
|SECURITIES AND EXCHANGE COMMISSION                                                                                                                                                                                                                                                                             
|WASHINGTON, D.C. 20549                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                               
|FORM 10-Q                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                               
|[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                               
|For the Quarterly Period Ended                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                               
|[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT                                                                                                                                                                                                                                 
|For the Transition Period from                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                               
|Commission File Number                                                                                                                                                                                                                                                                                         
|SECURITY BANK CORPORATION                                                                                                                                                                                                                                                                                      
|(Name of Small Business Issuer in its Charter)                                                                                                                                                                                                                                                                 
|GEORGIA                                                                                                                                                                                                                                                                                                        
|State or Other Jurisdiction of
Incorporation or Organization                                                                                                                                                                                                                                                   
|4219 FORSYTH ROAD, MACON, GEORGIA 31210                                                                                                                                                                                                                                                                        
|(Address of Principal Executive Offices) (Zip Code)                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                               
|Issuer's Telephone Number                                                                                                                                                                                                                                                                                      
|SAME AS ABOVE                                                                                                                                                                                                                                                                                                  
|(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                               
|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 for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. XYes No
|                                                                                                                                                                                                                                                                                                               
|Check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). _X_Yes _No                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                               
|APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY                                                                                                                                                                                                                                                              
|PROCEEDINGS DURING THE PRECEDING FIVE YEARS                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                               
|Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes No                                                                                                
|                                                                                                                                                                                                                                                                                                               
|APPLICABLE ONLY TO CORPORATE ISSUERS                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                               
|State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                               
|5,016,935 Shares of $1 par value common stock as of November 4, 2003                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                               
|DOCUMENTS INCORPORATED BY REFERENCE                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                               



|SECURITY BANK CORPORATION AND SUBSIDIARIES
|------------------------------------------
|                                          
|INDEX                                     
|                                          
|PART I                                    
|                                          
|                                          
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|                                          
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|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|PART II                                   
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|SIGNATURES                                





PART I, ITEM 1

Financial Information



|SECURITY BANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)                        
|-----------------------------------------------------------------------------------------------------------------------
|                                                                                                                       
|ASSETS                                                                                                                 
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Cash and Due from Banks                                                                                                
|Interest-Bearing Deposits                                                                                              
|Federal Funds Sold                                                                                                     
|Investments Securities                                                                                                 
|Federal Home Loan Bank Stock, at Cost                                                                                  
|Loans Held for Sale                                                                                                    
|Loans                                                                                                                  
|Premises and Equipment                                                                                                 
|Other Real Estate                                                                                                      
|Goodwill                                                                                                               
|Other Assets                                                                                                           
|Total Assets                                                                                                           
|                                                                                                                       
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                   
|                                                                                                                       
|Deposits                                                                                                               
|Demand Notes to U.S. Treasury                                                                                          
|Other Borrowed Money                                                                                                   
|Guaranteed Mandatorily Redeemable Trust Preferred                                                                      
|Securities of Subsidiary Trust                                                                                         
|Other Liabilities                                                                                                      
|Stockholders' Equity                                                                                                   
|Common Stock, Par Value $1 Per Share; Authorized
10,000,000 Shares, Issued 5,018,734 and 3,398,317 Shares, Respectively
|Paid-In Capital                                                                                                        
|Retained Earnings                                                                                                      
|Restricted Stock-Unearned Compensation                                                                                 
|Accumulated Other Comprehensive Income, Net of Tax                                                                     
|                                                                                                                       
|Treasury Stock (5,089 Shares in 2003)                                                                                  
|                                                                                                                       
|Total Liabilities and Stockholders' Equity                                                                             

The accompanying notes are an integral part of these condensed consolidated balance sheets.

- 1 -

PART I, ITEM 1 (CONTINUED)

Financial Information



|SECURITY BANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THREE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                         
|                                                                                                                                                                                         
|Interest Income                                                                                                                                                                          
|Loans, Including Fees                                                                                                                                                                    
|Federal Funds Sold                                                                                                                                                                       
|Investment Securities                                                                                                                                                                    
|Other                                                                                                                                                                                    
|                                                                                                                                                                                         
|                                                                                                                                                                                         
|Interest Expense                                                                                                                                                                         
|Deposits                                                                                                                                                                                 
|Federal Funds Purchased                                                                                                                                                                  
|Demand Notes Issued to the U.S. Treasury                                                                                                                                                 
|FHLB Loans                                                                                                                                                                               
|Repurchase Agreements                                                                                                                                                                    
|Trust Preferred Securities                                                                                                                                                               
|Other                                                                                                                                                                                    
|                                                                                                                                                                                         
|Net Interest Income                                                                                                                                                                      
|Provision for Loan Losses                                                                                                                                                                
|Net Interest Income After Provision for Loan Losses                                                                                                                                      
|Noninterest Income                                                                                                                                                                       
|Service Charges on Deposits                                                                                                                                                              
|Other Service Charges, Commissions and Fees                                                                                                                                              
|Securities Gains                                                                                                                                                                         
|Mortgage Banking Income                                                                                                                                                                  
|Other                                                                                                                                                                                    
|                                                                                                                                                                                         
|Noninterest Expense                                                                                                                                                                      
|Salaries and Employee Benefits                                                                                                                                                           
|Occupancy and Equipment                                                                                                                                                                  
|Data Processing                                                                                                                                                                          
|Office Supplies and Printing                                                                                                                                                             
|Telephone Expense                                                                                                                                                                        
|Marketing Expense                                                                                                                                                                        
|Other                                                                                                                                                                                    
|                                                                                                                                                                                         
|Income Before Income Taxes                                                                                                                                                               
|Income Taxes                                                                                                                                                                             
|Net Income                                                                                                                                                                               
|Basic Earnings Per Share                                                                                                                                                                 
|Diluted Earnings Per Share                                                                                                                                                               
|Weighted Average Common Shares Outstanding                                                                                                                                               

The accompanying notes are an integral part of these condensed consolidated financial statements.

- 2 -

PART I, ITEM 1 (CONTINUED)

Financial Information



|SECURITY BANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THREE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
($ IN THOUSANDS)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                     
|                                                                                                                                                                     
|Net Income                                                                                                                                                           
|Other Comprehensive Income, Net of Income Tax                                                                                                                        
|Unrealized Holding Gains                                                                                                                                             
|Comprehensive Income                                                                                                                                                 







The accompanying notes are an integral part of these condensed consolidated financial statements.



- 3 -

PART I, ITEM 1 (CONTINUED)

Financial Information



|SECURITY BANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                            
|                                                                                                                                                                                            
|Interest Income                                                                                                                                                                             
|Loans, Including Fees                                                                                                                                                                       
|Federal Funds Sold                                                                                                                                                                          
|Investment Securities                                                                                                                                                                       
|Other                                                                                                                                                                                       
|                                                                                                                                                                                            
|Interest Expense                                                                                                                                                                            
|Deposits                                                                                                                                                                                    
|Federal Funds Purchased                                                                                                                                                                     
|Demand Notes Issued to the U.S. Treasury                                                                                                                                                    
|FHLB Loans                                                                                                                                                                                  
|Repurchase Agreements                                                                                                                                                                       
|Trust Preferred Securities                                                                                                                                                                  
|Other                                                                                                                                                                                       
|                                                                                                                                                                                            
|Net Interest Income                                                                                                                                                                         
|Provision for Loan Losses                                                                                                                                                                   
|Net Interest Income After Provision for Loan Losses                                                                                                                                         
|Noninterest Income                                                                                                                                                                          
|Service Charges on Deposits                                                                                                                                                                 
|Other Service Charges, Commissions and Fees                                                                                                                                                 
|Securities Gains                                                                                                                                                                            
|Mortgage Banking Income                                                                                                                                                                     
|Other                                                                                                                                                                                       
|                                                                                                                                                                                            
|Noninterest Expense                                                                                                                                                                         
|Salaries and Employee Benefits                                                                                                                                                              
|Occupancy and Equipment                                                                                                                                                                     
|Data Processing                                                                                                                                                                             
|Marketing                                                                                                                                                                                   
|Office Supplies and Printing                                                                                                                                                                
|Telephone                                                                                                                                                                                   
|Other                                                                                                                                                                                       
|                                                                                                                                                                                            
|Income Before Income Taxes                                                                                                                                                                  
|Income Taxes                                                                                                                                                                                
|Net Income                                                                                                                                                                                  
|Basic Earnings Per Share                                                                                                                                                                    
|Diluted Earnings Per Share                                                                                                                                                                  
|Weighted Average Common Shares Outstanding                                                                                                                                                  

The accompanying notes are an integral part of these condensed consolidated financial statements.

- 4 -

PART I, ITEM 1 (CONTINUED)

Financial Information



|SECURITY BANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR NINE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
($ IN THOUSANDS)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                    
|                                                                                                                                                                    
|Net Income                                                                                                                                                          
|Other Comprehensive Income (Loss), Net of Income Tax                                                                                                                
|Unrealized Holding Gains (Losses)                                                                                                                                   
|Comprehensive Income                                                                                                                                                







The accompanying notes are an integral part of these condensed consolidated financial statements.





- 5 -

PART I, ITEM 1 (CONTINUED)

Financial Information



|SECURITY BANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR NINE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
($ IN THOUSANDS)
|----------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                          
|                                                                                                                                                          
|Cash Flows From Operating Activities                                                                                                                      
|Net Income                                                                                                                                                
|Adjustments to Reconcile Net Income to Net                                                                                                                
|Cash Provided from Operating Activities                                                                                                                   
|Depreciation                                                                                                                                              
|Amortization and Accretion                                                                                                                                
|Provision for Loan Losses                                                                                                                                 
|Securities Gains                                                                                                                                          
|(Gain) Loss on Sale of Other Real Estate                                                                                                                  
|Unrealized Loss on Other Real Estate                                                                                                                      
|(Gain) Loss on Sale of Premises and Equipment                                                                                                             
|Loans Held for Sale                                                                                                                                       
|Net Change in Other                                                                                                                                       
|                                                                                                                                                          
|Cash Flows form Investing Activities                                                                                                                      
|Interest-Bearing Deposits with Other Banks                                                                                                                
|Cash Received in Business Acquisition (Net)                                                                                                               
|Purchase of Investment Securities Available for Sale                                                                                                      
|Proceeds from Disposition of Investment Securities                                                                                                        
|Available for Sale                                                                                                                                        
|Held to Maturity                                                                                                                                          
|Federal Home Loan Bank Stock, Net                                                                                                                         
|Loans to Customers, Net                                                                                                                                   
|Purchase of Premises and Equipment, Net                                                                                                                   
|Other Real Estate                                                                                                                                         
|Goodwill Resulting from Contingent Payments                                                                                                               
|                                                                                                                                                          
|Cash Flows from Financing Activities                                                                                                                      
|Interest-Bearing Customer Deposits                                                                                                                        
|Noninterest-Bearing Customer Deposits                                                                                                                     
|Demand Note to the U.S. Treasury                                                                                                                          
|Dividends Paid                                                                                                                                            
|Federal Funds Purchased                                                                                                                                   
|Federal Home Loan Bank Notes                                                                                                                              
|Issuance of Common Stock                                                                                                                                  
|                                                                                                                                                          
|Net Increase (Decrease) in Cash and Cash Equivalents                                                                                                      
|Cash and Cash Equivalents, Beginning                                                                                                                      
|Cash and Cash Equivalents, Ending                                                                                                                         

The accompanying notes are an integral part of these condensed consolidated financial statements.

- 6 -

PART I, ITEM 1 (CONTINUED)

Financial Information

SECURITY BANK CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



(1) Basis of Presentation

The consolidated financial statements include Security Bank Corporation (the Company) and its wholly-owned subsidiaries, Security Bank of Bibb County (formerly Security National Bank) located in Macon, Georgia, Security Bank of Houston County (formerly Crossroads Bank of Georgia) located in Perry, Georgia, Security Bank of Jones County (formerly Bank of Gray) located in Gray, Georgia (the Banks) and Security Bank Corporation Statutory Trust I. The financial statements of Security Bank of Bibb County include its wholly-owned subsidiary, Fairfield Financial Services, Inc. since its formation on August 1, 2000. All intercompany accounts have been eliminated in consolidation.

Changes in Accounting Principles and Effects of New Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). This interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements, addresses consolidation by business enterprises of variable interest entities that possess certain characteristics. FIN 46 requires that if a business enterprise has a controlling financial interest in a variable interest entity, the assets, liabilities, and results of the activities of the variable interest entity must be included in the consolidated financial statements with those of the business enterprise. FIN 46 applies immediately to variable interest entities created after January 31, 2003 and to variable interest entities in which an enterprise obtains an interest after that date. FIN 46 also applies in the first fiscal year or interim period beginning after December 15, 2003 to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. As of September 30, 2003 and December 31, 2002, the Company had a variable interest in a securitization trust. This securitization trust is a qualifying special purpose entity which is exempt from the consolidation requirements of FIN 46.

In its current form, FIN 46 may require the Company to de-consolidate its investment in Security Bank Corporation Statutory Trust I (the Trust) in future financial statements. The potential de-consolidation of subsidiary trusts of bank holding companies formed in connection with the issuance of trust preferred securities, like the Trust, appears to be an unintended consequence of FIN 46. It is currently unknown if, or when, the FASB will address this issue. In July 2003, the Board of Governors of the Federal Reserve System issued a supervisory letter instructing bank holding companies to continue to include the trust preferred securities in their Tier I capital for regulatory capital purposes until notice is given to the contrary. The Federal Reserve intends to review the regulatory implications of any accounting treatment changes and, if necessary or warranted, provide further appropriate guidance. There can be no assurance that the Federal Reserve will continue to allow institutions to include trust preferred securities in Tier I capital for regulatory capital purposes.

- 7 -

PART I, ITEM 1 (CONTINUED)

Financial Information

Changes in Accounting Principles and Effects of New Accounting Pronouncements (Continued)

In May 2003, the FASB issued Standards of Financial Accounting Standards (SFAS) No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. This Statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. Security Bank Corporation (SBC) does not believe that the adoption of SFAS No. 149 will have a material impact on the Company's financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. The Statement requires that an issuer classify financial instruments that are within its scope as a liability. Many of those instruments were classified as equity under previous guidance. SFAS No. 150 is effective for all financial instruments entered into or modified after May 31, 2003. Otherwise, it is effective on July 1, 2003. SBC does not believe that the adoption of SFAS No. 150 will have a material effect on the Company's financial position or results of operations.

Segment Reporting

Reportable segments are business units which offer different products and services and require different management and marketing strategies. Management of Security Bank Corporation considers that all banking operations are essentially similar within each of its subsidiaries and that there are no reportable operating segments. However, fee income from mortgage loans originated and sold to investors increased significantly with the July 2000 acquisition of Fairfield Financial Services, Inc. (Fairfield). Consolidated other income for the period ended September 30, 2003 includes approximately $8,520,000 of Fairfield fee income. Such income may fluctuate significantly with increases or decreases in mortgage rates.

The financial information included herein is unaudited; however, such information reflects all adjustments which are, in the opinion of management, necessary to fairly state the financial position and results of operations for the interim periods presented.



- 8 -

PART I, ITEM 1 (CONTINUED)

Financial Information

(2) Loans

Loans as of September 30, 2003 are comprised of the following:



|                                                           | ($ in Thousands)
|---------------------------------------------------------- | ----------------
|                                                           |                 
|Commercial                                                 | $ 51,929        
|Real Estate-Construction                                   | 262,813         
|Real Estate-Other                                          | 312,000         
|Installment Loans to Individuals for Personal Expenditures | 35,974          
|All Other                                                  | 4,392           
|                                                           | 667,108         
|Allowance for Loan Losses                                  | (8,981)         
|Unearned Interest and Fees                                 | (696)           
|                                                           | $657,431        

Loans are generally reported at principal amount less unearned interest and fees. Impaired loans are recorded under SFAS No. 114, Accounting by Creditors for Impairment of a Loan and SFAS No. 118, Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures. Impaired loans are loans for which principal and interest are unlikely to be collected in accordance with the original loan terms and, generally, represent loans delinquent in excess of 90 days which have been placed on nonaccrual status and for which collateral values are less than outstanding principal and interest. Small balance, homogeneous loans are excluded from impaired loans. Generally, interest payments received on impaired loans are applied to principal. Upon receipt of all loan principal, additional interest payments are recognized as interest income on the cash basis.

Other nonaccrual loans are loans for which payments of principal and interest are considered doubtful of collection under original terms but collateral values equal or exceed outstanding principal and interest.

Fees and incremental direct costs associated with the loan origination process are deferred and amortized using the straight-line method as adjustments to yield over the respective loan terms.



(3) Earnings Per Share

SFAS No. 128 establishes standards for computing and presenting basic and diluted earnings per share. Basic earnings per share is calculated and presented based on income available to common stockholders divided by the weighted average number of shares outstanding during the reporting periods. Diluted earnings per share reflects the potential dilution that would occur if warrants and options were exercised and converted into common stock. The following presents earnings per share for the three and nine months ended September 30, 2003 under the requirements of SFAS 128:





- 9 -

PART I, ITEM 1 (CONTINUED)

Financial Information

(3) Earnings Per Share (Continued)

|                               |  | Nine Months Ended
September 30, 2003 |  | Three Months Ended
September 30, 2003
|------------------------------ |  | ------------------------------------ |  | -------------------------------------
|Basic Earnings Per Share       |  |                                      |  |                                      
|Net Income Per Common Share    |  | $ 1.47                               |  | $ .54                                
|Weighted Average Common Shares |  | 4,141,243                            |  | 5,012,038                            
|Diluted Earnings Per Share     |  |                                      |  |                                      
|Net Income Per Common Share    |  | $ 1.42                               |  | $ .51                                
|Weighted Average Common Shares |  | 4,307,165                            |  | 5,180,023                            

The assumed exercise of stock options is included in the diluted earnings per share computation using the treasury stock method and assuming an average market price for Security Bank Corporation stock of $33.2715 and $32.0686 for the three- and six-month periods. The Company's stock is quoted on the NASDAQ market under the symbol SBKC.

Effective January 1, 2002, the Company adopted the fair value-based method of recording stock-based compensation contained in SFAS No. 123, Accounting for Stock-Based Compensation, which is considered the preferable accounting method for stock-based employee compensation. Historically the Company had applied the intrinsic value method permitted under SFAS No. 123, as defined in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, in accounting for stock based compensation plans. Accordingly, no compensation expense has been recognized for the Company's stock option plans in the past. In adopting SFAS 123, the Company is allowed to choose from three alternative transition methods. The Company elected to apply SFAS 123 prospectively to all new awards. Stock-based compensation awards granted in previous years will continue to be accounted for under Opinion 25. During the second quarter of 2003 and 2002, there were options granted prior to 2002 which vested. If compensation expense for these awards were determined on the basis of SFAS 123, net income and earnings per share would have been reduced as shown in the proforma information presented hereafter:

|                           |  | Nine Months Ended as of September 30 |  | Three Months Ended as of September 30
|-------------------------- |  | ------------------------------------ |  | -------------------------------------
|                           |  |                                      |  |                                      
|                           |  | 2003                                 |  | 2002                                 
|Net Income                 |  |                                      |  |                                      
|As Reported                |  | $6,106                               |  | $4,355                               
|Proforma                   |  | 6,038                                |  | 4,285                                
|Basic Earnings Per Share   |  |                                      |  |                                      
|As Reported                |  | 1.47                                 |  | 1.29                                 
|Proforma                   |  | 1.46                                 |  | 1.27                                 
|Diluted Earnings Per Share |  |                                      |  |                                      
|As Reported                |  | 1.42                                 |  | 1.26                                 
|Proforma                   |  | 1.40                                 |  | 1.24                                 



- 10 -

PART I, ITEM 1 (CONTINUED)

Financial Information

(4) Allowance for Loan Losses

The allowance method is used in providing for losses on loans. Accordingly, all loan losses decrease the allowance and all recoveries increase it. The provision for loan losses is based on factors which, in management's judgment, deserve current recognition in estimating possible loan losses. Such factors considered by management include growth and composition of the loan portfolio, economic conditions and the relationship of the allowance for loan losses to outstanding loans.

An allowance for loan losses is maintained for all impaired loans. Provisions are made for impaired loans upon changes in expected future cash flows or estimated net realizable value of collateral. When determination is made that impaired loans are wholly or partially uncollectible, the uncollectible portion is charged off.

The following table presents the Company



|                                          | ($ in Thousands)
|----------------------------------------- | ----------------
|                                          | 2003            
|Allowance for Loan Losses, July 1         | $8,475          
|Charge-Offs                               |                 
|Commercial, Financial and Agricultural    | 3               
|Real Estate-Mortgage                      | 397             
|Consumer                                  | 230             
|                                          | 630             
|Recoveries                                |                 
|Commercial, Financial and Agricultural    | 218             
|Real Estate-Mortgage                      | 49              
|Consumer                                  | 86              
|                                          | 353             
|Net Charge-Offs                           | (277)           
|Provision for Loan Losses                 | 783             
|Allowance for Loan Losses, September 30   | $8,981          
|Ratio of Net Charge-Offs to Average Loans | (0.04)%         









- 11 -

PART I, ITEM 1 (CONTINUED)

Financial Information

(4) Allowance for Loan Losses (Continued)



The following table presents the Company





|                                          | ($ in Thousands)
|----------------------------------------- | ----------------
|                                          | 2003            
|Allowance for Loan Losses, January 1      | $ 5,479         
|Charge-Offs                               |                 
|Commercial, Financial and Agricultural    | 32              
|Real Estate-Mortgage                      | 1,778           
|Consumer                                  | 451             
|                                          | 2,261           
|Recoveries                                |                 
|Commercial, Financial and Agricultural    | 240             
|Real Estate-Mortgage                      | 343             
|Consumer                                  | 162             
|                                          | 745             
|Net Charge-Offs                           | (1,516)         
|Business Combination, Bank of Gray        | 2,889           
|Provision for Loan Losses                 | 2,129           
|Allowance for Loan Losses, September 30   | $ 8,981         
|Ratio of Net Charge-Offs to Average Loans | (0.26)%         



(5) Investment Securities

The Company records investment securities under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. In accordance with the provisions of SFAS 115, the Bank elected to classify securities individually as either available for sale or held to maturity. Securities classified as held to maturity are recorded at amortized cost. Those classified as available for sale are adjusted to market value through a tax-effected increase or reduction in stockholders' equity.



- 12 -

PART I, ITEM 1 (CONTINUED)

Financial Information

(5) Investment Securities (Continued)

Investment securities as of September 30, 2003 are summarized as follows:



|Securities Available for Sale | AmortizedCost    |  | Gross UnrealizedGains |  | Gross Unrealized Losses |  | Fair Value
|----------------------------- | ---------------- |  | --------------------- |  | ----------------------- |  | ----------
|                              | ($ in Thousands)
|                              |                  |  |                       |  |                         |  |           
|U.S. Treasuries               | $ 1,574          |  | $ 46                  |  | $ -                     |  | $ 1,620   
|U.S. Government Agencies      |                  |  |                       |  |                         |  |           
|Mortgage Backed               | 57,003           |  | 426                   |  | (217)                   |  | 57,212    
|Other                         | 32,876           |  | 453                   |  | (184)                   |  | 33,145    
|State, County and Municipal   | 15,243           |  | 760                   |  | -                       |  | 16,003    
|                              | $106,696         |  | $1,685                |  | $(401)                  |  | $107,980  
|Securities Held to Maturity   |                  |  |                       |  |                         |  |           
|State, County and Municipal   | $ 1,398          |  | $ 85                  |  | $ -                     |  | $ 1,483   

Unrealized holding gains, net of tax, on securities available for sale in the amount of $843,000 have been charged to stockholders' equity as of September 30, 2003.

(6) Other Borrowed Money

Other borrowed money is comprised of the following as of September 30, 2003:



|                                                                                                                                                                                                                                                                                                                                                                                       |  | ($ in Thousands)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------
|Advances from the Federal Home Loan Bank (FHLB) with Maturities in Varying Amounts Through March 23, 2011 and Interest Rates Ranging from 1.34 Percent to 4.55 Percent. Under the Blanket Agreement for Advances and Security Agreement with the FHLB, Residential First Mortgage Loans and Certain Investment Securities are Pledged as Collateral for the FHLB Advances Outstanding. |  | $43,600         
|                                                                                                                                                                                                                                                                                                                                                                                       |  |                 
|Advances under the Warehouse Line with the FHLB have an interest rate of 1.80 percent. Loans held for sale are pledged as collateral for the Warehouse Line.                                                                                                                                                                                                                           |  | 6,603           
|$17,000,000 Line-of-Credit with The Bankers Bank, Maturing on January 1, 2013. Interest Payable Quarterly at Prime Minus 50 Basis Points. Secured by All Stock Owned by Security Bank Corporation in Security Bank of Bibb County and Security Bank of Houston County.                                                                                                                 |  | 3,000           
|                                                                                                                                                                                                                                                                                                                                                                                       |  |                 
|Federal Funds Purchased                                                                                                                                                                                                                                                                                                                                                                |  | 4,389           
|                                                                                                                                                                                                                                                                                                                                                                                       |  |                 
|Securities Sold Under Agreement to Repurchase                                                                                                                                                                                                                                                                                                                                          |  | 4,879           
|                                                                                                                                                                                                                                                                                                                                                                                       |  |                 
|Total Other Borrowed Money                                                                                                                                                                                                                                                                                                                                                             |  | $62,471         



- 13 -



PART I, ITEM 1 (CONTINUED)

Financial Information

(6) Other Borrowed Money (Continued)

Maturities of line-of-credit and all FHLB advances for each of the ensuing years are as follows:



|Year       |  | Amount 
|---------- |  | -------
|2003       |  | $ 9,603
|2004       |  | 14,800 
|2005       |  | 15,800 
|2006       |  | -      
|Thereafter |  | 13,000 
|           |  | $53,203

(7) Deposits

Components of deposits as of September 30, 2003 are as follows:



|                        |  | $ in Thousands
|----------------------- |  | --------------
|                        |  |               
|Demand                  |  | $ 97,598      
|Interest-Bearing Demand |  | 66,440        
|Savings                 |  | 104,504       
|Time, $100,000 and Over |  | 149,886       
|Other Time              |  | 295,421       
|                        |  |               
|                        |  | $713,849      

Brokered deposits are third-party time deposits placed by or through the assistance of a deposit broker. As of September 30, 2003, the Company had $51,667,000 in brokered deposits compared to $36,783,000 at December 31, 2002.

(8) Stockholders' Equity

During 1996, the board of directors of Security Bank Corporation adopted the 1996 incentive stock option plan which authorizes 81,250 shares to be granted to certain officers and key employees. In May 1996, the board of directors granted key officers the right to purchase 81,250 shares of common stock at the price of $9.00, as adjusted for stock splits, representing the market value of the stock at the date of the option grant. Option holders may exercise in accordance with a vesting schedule beginning with 20 percent the first year and increasing 20 percent for each year thereafter such that 100 percent of granted options may be exercised by the end of the fifth year. Unexercised options expire at the end of the tenth year.

In 1999, the board of directors of Security Bank Corporation adopted another incentive stock option plan which authorizes 125,000 shares to be granted to certain officers and key employees. Those officers and key employees are granted the right to purchase shares of common stock at a price representing the market value of the stock at the date of the option grant. In May 1999, 73,500 options were granted at the price of $18.50 per share and an additional 10,000 options were granted at $17.94 per share in September 1999.

- 14 -

PART I, ITEM 1 (CONTINUED)

Financial Information

(8) Stockholders' Equity (Continued)

An additional 25,500 options were granted at $13.00 per share in August 2000 under this same plan. The terms of the 1999 incentive stock option plan are essentially the same as the 1996 incentive stock option plan.

During the first quarter of 2002, the board of directors of Security Bank Corporation adopted a performance-based incentive stock option plan. Under this plan 105,000 options were granted in May 2002 at $19.51 per share, 7,500 were granted at $22.80 in November 2002, 5,000 were granted at $23.50 in December 2002, and an additional 3,500 options were granted at $33.00 in August 2003. The nonforfeitable provisions for these options are two-tiered. Options in the first tier are nonforfeitable over three years based on a 12 percent increase in earnings per share over the base year diluted earnings per share of $1.03 each year. If the maximum diluted earnings per share of $1.45 is reached during the three-year period, the nonforfeitable shares are doubled. Under the second tier, additional shares shall become nonforfeitable for two executive officers based on the same requirements except the diluted earnings per share must increase 15 percent a year to a maximum of $1.57 during the three-year period. The first year of nonforfeiture for this plan is based on the Company

A summary of option transactions for the nine months ended September 30, 2003 follows:

|                                             |  | Incentive Stock Options
|-------------------------------------------- |  | -----------------------
|Outstanding, December 31, 2002               |  | 274,750                
|Granted                                      |  | 3,500                  
|Canceled                                     |  | (4,500)                
|Exercised                                    |  | (12,000)               
|                                             |  |                        
|Outstanding, September 30, 2003              |  | 261,750                
|                                             |  |                        
|Eligible to be Exercised, September 30, 2003 |  | 129,856                

The Banks are required to maintain minimum amounts of capital to total

|                     | Actual                       |  |                                
|-------------------- | ---------------------------- |  | -------------------------------
|                     |                              |  |                                
|                     | Security Bank of Bibb County |  | Security Bank of Houston County
|                     |                              |  |                                
|Tier 1 Capital Ratio | 9.15%                        |  | 9.04%                          
|Total Capital Ratio  | 10.34%                       |  | 10.19%                         
|Leverage Ratio       | 8.10%                        |  | 8.44%                          



- 15 -

PART I, ITEM 1 (CONTINUED)

Financial Information

(9) Noncash Financing Activities



|Noncash investing activities for the six months ended September 30 are as follows:
|----------------------------------------------------------------------------------
|                                                                                  
|                                                                                  
|                                                                                  
|Acquisition of Real Estate through Loan Foreclosure                               

(10) Other Comprehensive Income

For the nine months ended September 30, 2003, other comprehensive income (loss) is comprised of the following:

|                              |  | Before Tax       |  | Tax Effect |  | Net of Tax
|----------------------------- |  | ---------------- |  | ---------- |  | ----------
|                              |  | ($ in Thousands)
|Unrealized Loss on Securities |  |                  |  |            |  |           
|Loss Arising During Year      |  | $(12)            |  | $ (4)      |  | $ (8)     
|Reclassification Adjustment   |  | (56)             |  | (19)       |  | (37)      
|                              |  |                  |  |            |  |           
|Net Unrealized Loss           |  | $(68)            |  | $(23)      |  | $(45)     

(11) Acquisition of Assets

On July 31, 2000, Security Bank of Bibb County purchased the assets of Group Financial Southeast (dba Fairfield Financial) in a business combination accounted for as a purchase. The assets were placed in a newly formed subsidiary of Security Bank of Bibb County incorporated as Fairfield Financial Services, Inc. Fairfield Financial is primarily engaged in residential real estate mortgage lending in the state of Georgia. The results of operations of Fairfield Financial are included in the accompanying financial statements since the date of acquisition. The initial purchase price approximated $1.4 million, which consists of approximately $1.0 millionin cash and 32,345 shares of Security Bank Corporation stock valued at $388,140 at closing. The initial cost of the acquisition exceeded the fair value of the assets of Fairfield Financial by $988,000. The excess is recorded as goodwill and has been amortized on the straight-line method over 10 years through December 31, 2001. As a result of the issuance of SFAS No. 142, the goodwill is no longer amortized but is being reviewed for impairment.

The Asset Purchase Agreement provides for additional contingent payments of purchase price for years ended 2001-2005 based on the earnings of Fairfield Financial Services, Inc. The additional payments, if any, areto be payable in cash and stock. Cash payments for 2003 will equate to 40 percent of Fairfield Financial Services, Inc.'s earnings for the year. Stock payments for 2003 will be based on 60 percent of 2003 earnings utilizing a specific formula for determining number of shares. The number of shares issued during any year cannot exceed 75,000. The maximum number of shares under the agreement cannot exceed 300,000 for years 2001-2005. All additional payments of cash and stock will be charged to goodwill. If Fairfield Financial sustains losses, no additional purchase price payments are due. The contingent payment made in 2003 as a result of 2002 earnings is a combination of cash and stock totaling approximately $2 million.

- 16 -

PART I, ITEM 1 (CONTINUED)

Financial Information

(11) Acquisition of Assets (Continued)

On October 25, 2002, Security Bank Corporation executed a definitive agreement to acquire all outstanding shares of the Bank of Gray located in Gray (Jones County), Georgia. The stockholders of the Bank of Gray received $15,000,000 in cash and 1,571,000 common shares of the Company in a business combination accounted for as a purchase. The merger was approved at the Company's annual meeting on May 29, 2003 and closed on May 30, 2003. Results of operations for the Bank of Gray are included in the consolidated financial statements since that date. The acquisition was made for the purpose of increasing the Company's market share in the Middle Georgia area.

Following are proforma amounts assuming that the acquisition was made on January 1, 2002:

|                   |  | Nine Months Ended September 30, |  | Three Months Ended September 30,
|------------------ |  | ------------------------------- |  | --------------------------------
|                   |  | 2003                            |  | 2002                            
|                   |  |                                 |  |                                 
|Interest Income    |  | $36,126                         |  | $35,506                         
|                   |  |                                 |  |                                 
|Net Income         |  | 6,992                           |  | 6,967                           
|                   |  |                                 |  |                                 
|Earnings Per Share |  |                                 |  |                                 
|Basic              |  | $ 1.40                          |  | $ 1.41                          
|Diluted            |  | 1.35                            |  | 1.39                            
|                   |  |                                 |  |                                 



(12) Issuance of Trust Preferred Securities

During the fourth quarter of 2002, the Company formed a subsidiary whose sole purpose was to issue $18,000,000 in Trust Preferred Securities through a pool sponsored by FTN Financial Capital Markets. The Trust Preferred Securities have a maturity of 30 years and are redeemable after five years with certain exceptions. At September 30, 2003, the floating-rate securities had a 4.26 percent interest rate, which will reset quarterly at the three-month LIBOR rate plus 3.25 percent. The Trust Preferred Securities are recorded as a liability on the balance sheets, but, subject to certain limitations, qualify as Tier 1 capital for regulatory capital purposes. The proceeds from the offering were used to retire holding company debt and to fund the acquisition of the Bank of Gray (see Note 11).



(13) Restricted Stock-Unearned Compensation

In 2003, the board of directors of Security Bank Corporation adopted a restricted stock grant plan which awards certain executive officers common shares of the Company. The maximum number of shares which may be subject to restricted stock awards is 5,000. During 2003, all 5,000 shares were issued under this plan. The shares are recorded at fair market value (on the date granted) as a separate component of stockholders' equity. The cost of these shares is being amortized against earnings using the straight-line method over five years (the restriction period).



- 17 -

PART I, ITEM 2

Financial Information



SECURITY BANK CORPORATION AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following narrative presents management's discussion and analysis of Security Bank Corporation and Subsidiaries (SBC's) financial condition and results of operations as of and for the three- and nine-month periods ended September 30, 2003 and 2002. The historical financial statements of SBC are set forth elsewhere herein. This discussion should be read in conjunction with those financial statements and the other financial information included in this report.

Overview

SBC is a Georgia corporation formed to act as a bank holding company for Security Bank of Bibb County (formerly Security National Bank )("SB-Bibb") under the federal Bank Holding Company Act of 1956, as amended, and the bank holding company laws of Georgia. SBC was incorporated on February 10, 1994 at the instruction of management of SB-Bibb. At a special meeting of the stockholders of SB-Bibb on August 2, 1994, the stockholders of SB-Bibb voted in favor of a plan reorganization and agreement of merger pursuant to which SB-Bibb became a wholly-owned subsidiary of SBC. The reorganization was effective on June 30, 1994, as a result of which the shares of common stock of SB-Bibb then issued and outstanding were converted into shares of the common stock of SBC. SB-Bibb has operated as a wholly-owned subsidiary of SBC since that time, although the functions and business of SB-Bibb, its board of directors, staff and physical office locations underwent no changes as a result of the reorganization.

SB-Bibb is a state-chartered bank that engages in the commercial banking business primarily in Bibb County, Georgia. SB-Bibb commenced operations on November 4, 1988. The bank operates eight full service banking offices and one limited service office in Macon, Georgia. The bank also operates one full service banking office in Brunswick, Georgia. On March 1, 1999, the bank converted its banking charter from a national to a state charter, and changed its name from Security National Bank to Security Bank of Bibb County.

On August 8, 1998, SBC acquired a 100 percent interest in Crossroads Bancshares, Inc., the parent holding company of Crossroads Bank of Georgia in Perry and Warner Robins, Georgia. The two companies merged in a pooling of interests stock swap transaction. The parent company of Crossroads Bank was subsequently dissolved. On June 3, 1999, Crossroads Bank changed its name to Security Bank of Houston County ("SB-Houston") and now operates as a wholly-owned subsidiary of SBC, with four full service banking offices in Perry and Warner Robins.

On July 31, 2000, SB-Bibb purchased the assets of Group Financial Southeast (dba Fairfield Financial) in a business combination accounted for as a purchase. The assets were placed in a newly formed subsidiary of SB-Bibb incorporated as Fairfield Financial Services, Inc. ("Fairfield"). The purchase transaction involved a combination of SBC stock and cash consideration. Fairfield is a well-established real estate mortgage lending company with a number of production locations throughout Georgia and the Southeast, including offices in Macon, Columbus, Warner Robins, Richmond Hill, Stockbridge, Fayetteville and St. Simons Island. The Company functions as a subsidiary of SB-Bibb.





- 18-

PART I, ITEM 2 (CONTINUED)

Financial Information

Overview (Continued)

On May 30, 2003, SBC acquired all outstanding shares of the Bank of Gray located in Gray, Georgia. The two companies merged in a business combination accounted for as a purchase. The stockholders of the Bank of Gray received a combination of SBC stock and cash consideration. On the acquisition date the Bank of Gray officially changed its name to Security Bank of Jones County ("SB-Jones").

Substantially all of the business of SBC is conducted through its three subsidiary banks. Each bank offers a full range of lending services including the specialized Fairfield mortgage subsidiary, deposit products, Internet banking, automated teller machines, safe deposit boxes, credit cards, night depositories, and other services for the convenience of its customers, who mainly reside in Bibb, Jones and Houston Counties. As of September 30, 2003, SBC had 302 employees on a full-time equivalent basis.

SBC's net income for the three-month and nine-month periods ended September 30, 2003 was $2,649,000 or $0.51 diluted earnings per share and $6,106,000 or $1.42 diluted earnings per share, respectively, compared to $1,657,000 or $0.48 and $4,355,000 or $1.26 in the same three-month and nine-month periods of the preceding year. The increase in net income for the three months and nine months ended September 30, 2003 primarily relates to the growth in the loan portfolio, core deposits and mortgage fee income coupled with the Company's success in maintaining net interest margins.

The Company recorded an annualized return on average assets of 1.16 percent for the nine-month periods ended September 30, 2003 and 2002. Return on average equity of 14.57 percent was recorded for the nine-month period ended September 30, 2003, compared to 15.85 percent for the same period in 2002.

At September 30, 2003, the Company had total assets of $874 million compared to $581 million at December 31, 2002. At September 30, 2002, the Company had total assets of $530 million compared to $505 million at December 31, 2001. Total interest-earning assets increased $264 million or 50.19 percent to $790 million at September 30, 2003 from $526 million at December 31, 2002. The increases in total assets and interest-earning assets compared to December 31, 2002 are primarily due to the acquisition of the Bank of Gray.

Financial Condition

Cash and Cash Equivalents

Cash and due from banks and interest-bearing deposits decreased approximately $400,000 or 1.32 percent to $29.9 million at September 30, 2003 from $30.3 million at December 31, 2002. Federal funds sold decreased by $2 million to $1.3 million at September 30, 2003 from $3.3 million at December 31, 2002. The causes of these decreases are most evident in the analysis of the Company's cash flows from investing activities, which reports cash outflows from loans of approximately $89 million.

- 19 -

PART I, ITEM 2 (CONTINUED)

Financial Information

Financial Condition (Continued)

Investment Securities

Investment securities have increased $59.1 million or 117.50 percent since December 31, 2002 when investment securities totaled $50.3 million. As of September 30, 2003, investment securities were $109.4 million. The Company gained $67.9 million in investment securities due to the acquisition of the Bank of Gray. While continuing to strategically manage the Company's interest rate sensitive assets and liabilities, management has shifted approximately $8.8 million from the investment portfolio to accommodate the increased loan demand. The Company's investment in securities is largely centered in U.S. Government Agency securities.

Loans Receivable, Net

Loans receivable, excluding loans held for sale, were $666.4 million at September 30, 2003, an increase of $228 million or 52.01 percent from $438.4 million at December 31, 2002. As a result of the Bank of Gray acquisition, loans increased $148.9 million. The Company continues to experience good growth in its loan portfolio, particularly in the real estate construction loans. Loans held for sale decreased $19.3 million from $36.0 million at December 31, 2002 to $16.7 million at September 30, 2003.

Nonperforming Assets

The Company's total nonperforming assets were $11.1 million or 1.27 percent of total assets at September 30, 2003 compared to $6.3 million or 1.08 percent at December 31, 2002. Nonperforming loans increased $3.3 million or 75 percent from $4.4 million at December 31, 2002 to approximately $7.7 million at September 30, 2003. The increase consists of nonaccruals at Security Bank of Jones County of $1.3 million as well as one relationship on Fairfield Financial Services of $2.2 million. The amount of other real estate owned that was held by the Company on September 30, 2003 totaled $3.3 million, an increase of $1.4 million since December 31, 2002. Forty-two percent of the balance in other real estate relates to the foreclosure on one relationship. The remaining balance consists of two foreclosures during the second quarter for approximately $925,000 as well as other real estate of $379,000 as a result of the Bank of Gray merger.

The following table presents the Company's nonperforming assets as of September 30, 2003:



|                                                           |  | ($ in Thousands)
|---------------------------------------------------------- |  | ----------------
|                                                           |  |                 
|Impaired and Other Nonaccrual Loans                        |  | $ 7,716         
|Loans Past Due 90 Days or More and Still Accruing Interest |  | -               
|Restructured Loans not Included in the Above               |  | 16              
|Total Nonperforming Loans                                  |  | 7,732           
|Other Real Estate Owned                                    |  | 3,348           
|Total Nonperforming Assets                                 |  | $11,080         

- 20 -

PART I, ITEM 2 (CONTINUED)

Financial Information

Financial Condition (Continued)

Deposits

Total deposits increased $273.2 million or 62.01 percent from $440.6 million at December 31, 2002 to $713.8 million at September 30, 2003. The Bank of Gray merger accounted for $208.6 million or 76.35 percent of the increase. Excluding the Bank of Gray, interest-bearing deposits grew by $64.6 million compared to December 31, 2002 or 23.65 percent of the total increase in deposits. This increase is due to an increase of $54.8 million in brokered and wholesale certificates of deposit. Further discussion of the Company's use of brokered and wholesale certificates of deposit is included in the liquidity and capital adequacy section of this discussion.

Other Borrowed Money

Other borrowed money totaled $62.5 million as of September 30, 2003, a decrease of 18.3 percent since December 31, 2002 when other borrowed money totaled $76.5 million. Borrowings from the Federal Home Loan Bank (FHLB) amounted to $50.2 million or 80.32 percent of total other borrowed money as of September 30, 2003. Management utilized the majority of these borrowings to fund additional loan requests.

Equity

At September 30, 2003, total equity was $73.6 million or 8.42 percent of total assets compared to $39.5 million or 6.8 percent of total assets as of December 31, 2002. Total equity increased $34.1 million primarily due to the issuance of 1,571,000 common stock shares at a cost of $29.4 million as a result of the Bank of Gray acquisition. Total equity also increased approximately $850,000 due to the stock portion of the 2002 contingent payment for the July 31, 2000 acquisition of Fairfield Financial Services. The remaining increase is due to the retention of net income during the period, net of dividends paid.

Results of Operations

Net Income

The Company

Net Interest Income

The annualized net interest margin of the Company, net interest income divided by average earning assets, was 4.32 percent for the nine-month period ended September 30, 2003 compared to 4.41 percent for the same nine-month period of the preceeding year. The Company has been successful in maintaining its margins despite the downward pressure on margins in the industry as a whole. SBC's success is the result of the Company's effective use of external debt and noncore deposits, coupled with renewed marketing efforts to grow low-cost core deposits.

Total interest income increased to $12.3 million and $30.4 million for the three- and nine-month periods ended September 30, 2003, respectively, from $8.4 million and $24.4 million during the comparable prior year periods, respectively. The increase is due to the increase in average loans primarily due to the Bank of Gray acquisition.

Total interest expense increased 4.36 percent for the nine months ended September 30, 2003 compared to the prior periods ended September 30, 2002. The increase is due to an increase in average interest-bearing liabilities of 42.16 percent compared to the prior period as a result of the Bank of Gray acquisition. The increase was only slightly due to the favorable rate environment which allowed SBC to reprice interest-bearing liabilities at lower rates compared to the same periods in the prior year.







- 21 -

PART I, ITEM 2 (CONTINUED)

Financial Information

Results of Operations (Continued)

The following table presents the effective yields and costs of funds for the nine-month periods ended September 30:

Average Balance Sheets

|                                           | 2003             |  | 2002          
|------------------------------------------ | ---------------- |  | --------------
|($ in thousands)                           | Average Balances |  | Income/Expense
|Assets                                     |                  |  |               
|Interest-Earning Assets                    |                  |  |               
|Loans, Net of Unearned Income              |                  |  |               
|Taxable                                    | $541,567         |  | $27,133       
|Loans Held for Sale                        | 34,857           |  | 1,407         
|Total Loans                                | 576,424          |  | 28,540        
|Investment Securities                      |                  |  |               
|Taxable                                    | 51,621           |  | 1,308         
|Tax-Exempt, Tax Equivalent Basis           | 12,251           |  | 609           
|Total Investment Securities                | 63,872           |  | 1,917         
|Interest-Bearing Deposits in Other Banks   | 1,164            |  | 8             
|Funds Sold                                 | 5,940            |  | 51            
|Other Interest-Earning Assets              | 4,109            |  | 129           
|Total Interest-Earning Assets              | 651,509          |  | 30,645        
|Noninterest-Earning Assets                 |                  |  |               
|Cash                                       | 21,496           |  |               
|Allowance for Loan Losses                  | (6,958)          |  |               
|Other Assets                               | 37,741           |  |               
|Total Noninterest-Earning Assets           | 52,252           |  |               
|Total Assets                               | $703,761         |  |               
|Liabilities and Stockholders' Equity       |                  |  |               
|Interest-Bearing Liabilities               |                  |  |               
|Interest-Bearing Deposits                  |                  |  |               
|Interest-Bearing Demand and Savings        | $134,538         |  | 805           
|Other Time                                 | 335,158          |  | 6,752         
|Total Interest-Bearing Deposits            | 469,696          |  | 7,557         
|Other Interest-Bearing Liabilities         |                  |  |               
|Debt                                       | 70,445           |  | 1,304         
|Trust Preferred Securities                 | 18,000           |  | 611           
|Funds Purchased and Securities             |                  |  |               
|Under Agreement to Repurchase              | 9,895            |  | 80            
|Total Other Interest-Bearing Liabilities   | 98,340           |  | 1,995         
|Total Interest-Bearing Liabilities         | 568,036          |  | 9,552         
|Noninterest-Bearing Liabilities and        |                  |  |               
|Stockholders' Equity                       |                  |  |               
|Demand Deposits                            | 75,256           |  |               
|Other Liabilities                          | 4,579            |  |               
|Stockholders' Equity                       | 55,890           |  |               
|Total Noninterest-Bearing Liabilities and  |                  |  |               
|Stockholders' Equity                       | 135,725          |  |               
|Total Liabilities and Stockholders' Equity | $703,761         |  |               
|Interest Rate Spread                       |                  |  |               
|Net Interest Income                        |                  |  | $21,093       
|Net Interest Margin                        |                  |  |               







- 22 -



PART I, ITEM 2 (CONTINUED)

Financial Information

Results of Operations (Continued)

The following table provides a detailed analysis of the changes in interest income and interest expense due to changes in rate and volume for the nine months ended September 30, 2003 compared to the nine months ended September 30, 2002.

|Rate/Volume Analysis                         |  | Changes From 2002 to 2003 (1)
|-------------------------------------------- |  | -----------------------------
|                                             |  | Volume                       
|                                             |  | ($ in Thousands)             
|Interest Income                              |  |                              
|Loans, Net                                   |  | $8,624                       
|Investment Securities                        |  |                              
|Taxable                                      |  | 769                          
|Tax-Exempt                                   |  | 217                          
|                                             |  |                              
|Total Investment Securities                  |  | 986                          
|                                             |  |                              
|Interest-Bearing Deposits in Other Banks     |  | 7                            
|Funds Sold                                   |  | 10                           
|Other Interest-Earning Assets                |  | 37                           
|                                             |  |                              
|Total Interest Income                        |  | 9,664                        
|                                             |  |                              
|Interest Expense                             |  |                              
|Interest-Bearing Demand and Savings Deposits |  | 421                          
|Time Deposits                                |  | 2,627                        
|Other Interest-Bearing Liabilities           |  |                              
|Funds Purchased and Securities               |  |                              
|Under Agreement to Repurchase                |  | (7)                          
|Trust Preferred Securities                   |  | -                            
|Other Debt                                   |  | 229                          
|                                             |  |                              
|Total Interest Expense                       |  | 3,270                        
|                                             |  |                              
|Net Interest Income                          |  | $6,394                       

(1)	Changes in net interest income for the periods, based on either changes in average balances or changes in average rates for interest-earning assets and interest-bearing liabilities, are shown on this table. During each year there are numerous and simultaneous balance and rate changes; therefore, it is not possible to precisely allocate the changes between balances and rates. For the purpose of this table, changes that are not exclusively due to balance changes or rate changes have been attributed to rates.





- 23 -



PART I, ITEM 2 (CONTINUED)

Financial Information

Results of Operations (Continued)

Provision for Loan Losses

The Company establishes a provision for loan losses, which is charged to operations, in order to maintain the allowance for loan losses at a level which is deemed to be appropriate by management. The amount of this provision is based upon an assessment of prior loss experience, the volume and type of lending presently being conducted by the Company, industry standards, past due loans, economic conditions of the Company's market area and other factors related to the collectability of the Company's loan portfolio. For the three- and nine-month periods ended September 30, 2003, the provision for loan losses totaled $783,000 and $2,129,000, respectively.

Although management utilizes its best judgment in providing for inherent losses, there can be no assurance that the Company will not have to increase its provisions for loan losses in the future as a result of future increases in nonperforming loans or for other reasons which could adversely affect the Company's results of operations. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance for loan losses based on their judgments of information that is available to them at the time of their examination.

Noninterest Income and Expense

Noninterest income for the three and nine months ended September 30, 2003 totaled $4.4 million and $13.1 million, respectively, compared to $3.5 million and $9.6 million for the comparable prior periods. Mortgage origination fees for the nine months ended September 30, 2003 totaled $8.9 million compared to $6.3 million for the comparable prior period. This increase was a direct result of the continued strong performance of Fairfield Financial. Service charges on deposits increased 54.59 percent and 48.31 percent for the three- and nine-month periods ended September 30, 2003 compared to the prior periods. The increase is primarily in fees generated from our courtesy overdraft product for protection from bounced checks.

Mortgage banking income increased $2.3 million for the nine-month period ended September 30, 2003 compared to the prior period. Only $335,000 or 14.57 percent of this increase occurred during the third quarter. The Company incurred a $714,000 net loss during the quarter in pricing adjustments on the sale of mortgage loans to investors. The loss is a direct result of the spike on mortgage rates in the third quarter.

Noninterest expenses increased $5.7 million or 34.64 percent for the nine months ended September 30, 2003 over the same period in 2002. Approximately $1.4 million of this increase is the result of four months of noninterest expense from SB-Jones. Salaries and employee benefits represent $3.7 million of the increase. Fairfield salaries and employee benefits accounted for $1.8 million of the increase in salaries and employee benefits. The increase correlates with the increase in mortgage origination fees as the salaries are commission driven. Other increases to salaries and employee benefits are the result of staffing of the new location in Brunswick, Georgia as well as annual salary increases.

Income Taxes

Income tax expense totaled $1.4 million and $3.5 million for the three- and nine-month periods ended September 30, 2003, compared to $978,000 and $2.5 million for the comparable prior periods, respectively. These amounts resulted in the effective tax rates of approximately 36 percent and 37 percent for 2003 and 2002, respectively.

- 24 -

PART I, ITEM 2 (CONTINUED)

Financial Information

Results of Operations (Continued)

Liquidity and Capital Adequacy

Stockholders'equity increased to $73.6 million at September 30, 2003 due to the Bank of Gray acquisition and retention of earnings, net of dividends paid. Unrealized gains on investment securities available for sale net of taxes totaled $843,000 at September 30, 2003. It is management's intention to continue paying a reasonable return on stockholders'investment while retaining adequate earnings to allow for continued growth.

The Federal Reserve Board measures capital adequacy for bank holding companies by using a risk-based capital frame-work and by monitoring compliance with minimum leverage ratio guidelines. The minimum ratio of total risk-based capital to risk-adjusted assets is 8 percent, of which 4 percent must be Tier 1 capital. The Company's total risk-based capital ratio was 10.53 percent at September 30, 2003. The Company's Tier 1 risk-based capital ratio was 9.07 percent at September 30, 2003.

In addition, the Federal Reserve Board has established minimum leverage ratio guidelines for bank holding companies. Those guidelines provide for a minimum leverage ratio of 3 percent for financial institutions that meet certain criteria, including that they maintain the highest regulatory rating. All other financial institutions are required to maintain a leverage ratio of 4 percent. The Company's leverage ratio was 7.53percent at September 30, 2003.

The Federal Deposit Insurance Corporation Improvement Act (FDICIA) establishes minimum capital requirements for all depository institutions and established five capital tiers: Awell capitalized,@Aadequately capitalized,@Aunder-capitalized,@Asignificantly under-capitalized@andAcritically under-capitalized.@FDICIA imposes significant restrictions on the operations of a bank that is not at least adequately capitalized. A depository institution's capital tier will depend upon where its capital levels are in relation to various other capital measures that include a risk-based capital measure, a leverage ratio capital measure and other factors. Under regulations adopted, for an institution to be well capitalized, it must have a total risk-based capital ratio of at least 10 percent, a Tier 1 risk-based capital ratio of at least 6 percent and a Tier 1 leverage ratio of at least 5 percent. Also, the institution may not be subject to any specific capital order or directive.

At September 30, 2003, each of the Company's subsidiary banks were in compliance with established guidelines.

SBC, primarily through the actions of its subsidiary banks, engages in liquidity management to ensure adequate cash flow for deposit withdrawals, credit commitments and repayments of borrowed funds. Needs are met through loan repayments, net interest and fee income, and the sale or maturity of existing assets. In addition, liquidity is continuously provided through the acquisition of new deposits, the renewal of maturing deposits, and external borrowings.





- 25 -

PART I, ITEM 2 (CONTINUED)

Financial Information

Results of Operations (Continued)

Liquidity and Capital Adequacy (Continued)

Management monitors deposit flow and evaluates alternate pricing structures to retain and grow deposits weekly. To the extent needed to fund loan demand, traditional local deposit funding sources are supplemented by the use of FHLB borrowings, brokered deposits, and other wholesale deposit sources outside the Company's immediate market area. High volumes and activity in mortgage and construction lending at the Fairfield subsidiary since its acquisition in 2000 have required higher levels of sophistication and tracking to ensure adequate liquidity throughout the Company. The falling interest rate environment during 2001 and 2002 accelerated both new and refinancing mortgage activity, placing added pressure on prudent liquidity management. More liquidity measurement tools have been developed for use on a consolidated basis. Internal policies have been updated to monitor the use of various core and noncore funding sources, and to balance ready access with risk and cost. Through various asset/liability management strategies, a balance is maintained among goals of liquidity, safety and earnings potential. Internal policies that are consistent with regulatory liquidity guidelines are monitored and enforced by the banks.

The investment portfolio provides a ready means to raise cash without loss if liquidity needs arise. As of September 30, 2003, SBC held $109.4 million in bonds (excluding FHLB stock), at current market value in the available for sale portfolio. At December 31, 2002, the available for sale bond portfolio totaled $36.2 million. Only marketable investment grade bonds are purchased. Although most of the banks' bond portfolios are encumbered as pledges to secure various public funds deposits, repurchase agreements, and for other purposes, management can restructure and free up investment securities for a sale if required to meet liquidity needs.

Management continually monitors the relationship of loans to deposits as it relates to SBC's liquidity posture. SBC had ratios of loans and loans for sale to deposits of 95.8 percent as of September 30, 2003 and 107.7 percent at December 31, 2002. The purchase of the Fairfield mortgage company has increased management's emphasis on maintaining adequate resources for liquidity. Management employs alternative funding sources when deposit balances will not meet loan demands. The ratios of loans and loans for sale to all funding sources (including Trust Preferred Securities) at September 30, 2003 and December 31, 2002 were 86 percent and 88.4 percent, respectively. Management continues to emphasize programs to generate local core deposits as our Company's primary funding source. The stability of the banks' core deposit base is an important factor in SBC's liquidity position. A heavy percentage of the deposit base is comprised of accounts of individuals and small businesses with comprehensive banking relationships and limited volatility. At September 30, 2003 and December 31, 2002, the banks had $149.9 million and $81.2 million in certificates of deposit of $100,000 or more. These larger deposits represented 21 percent and 18.4 percent of respective total deposits. Management seeks to monitor and control the use of these larger certificates, which tend to be more volatile in nature, to ensure an adequate supply of funds as needed. Relative interest costs to attract local core relationships are compared to market rates of interest on various external deposit sources to help minimize the Company's overall cost of funds.



- 26 -

PART I, ITEM 2 (CONTINUED)

Financial Information

Results of Operations (Continued)

Liquidity and Capital Adequacy (Continued)

Local market deposit sources proved insufficient to fund the strong loan growth trends at the Fairfield Financial subsidiary over the past couple of years. SBC's banks supplemented deposit sources with brokered deposits. As of September 30, 2003, the banks reported $51.7 million, or 7.24 percent of total deposits, in brokered certificates of deposit attracted by external third parties. Additionally, the banks use external wholesale or Internet services to obtain out-of-market certificates of deposit at competitive interest rates when funding is needed. To help focus the staff on the generation of local low-cost core deposits, the Company instituted a comprehensive marketing program during 2002 called High Performance Checking.

To plan for contingent sources of funding not satisfied by both local and out-of-market deposit balances, SBC and its subsidiaries have established multiple borrowing sources to augment their funds management. SBC has an unsecured line of credit, and borrowing capacity also exists through the membership of the banks in the Federal Home Loan Bank program. The banks have also established overnight borrowing lines for Federal Funds Purchased through various correspondent banks. Management believes the various funding sources discussed above are adequate to meet the Company's liquidity needs in the future without any material adverse impact on operating results.

Off-Balance Sheet Items

The Company, in the normal course of business, is a party to financial instruments with off-balance sheet risk to meet the financing needs of its customers. These financial instruments primarily include unfulfilled loan commitments and standby letters of credit. The Company's exposure to credit loss in the event of nonperformance by the counter party to the financial instrument for unfulfilled loan commitments and standby letters of credit are represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet transactions.

Unfulfilled loan commitments are arrangements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Historically, many commitments expire without being drawn upon; therefore, the following total commitment amounts are not necessarily indicative of future funding requirements. Unfulfilled loan commitments as of September 30, 2003 and December 31, 2002 approximated $174,470,000 and $76,780,000, respectively.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers, and letters of credit are collateralized when deemed necessary. The Company has commitments under financial standby letters of credit of $3,487,000 as of September 30, 2003 and $1,469,000 as of December 31, 2002 and commitments under performance standby letters of credit of $1,718,000 and $795,000 for the corresponding periods.

- 27 -

PART I, ITEM 2 (CONTINUED)

Financial Information

Results of Operations (Continued)



Critical Accounting Policies

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America and conform to general practices within the banking industry. The Company's financial position and results of operations are affected by management's application of accounting policies, including judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues, expenses and related disclosures. Different assumptions in the application of these policies could result in material changes in the Company's financial position and/or results of operations. Critical accounting policies are those policies that management believes are the most important to the portrayal of the Company's financial condition and results, and they require management to make estimates that are difficult, subjective or complete.

Allowance for Loan Losses-The allowance for loan losses provides coverage for probable losses inherent in the Company's loan portfolio. Management evaluates the adequacy of the allowance for loan losses monthly based on changes, if any, in underwriting activities, the loan portfolio composition (including product mix and geographic, industry or customer-specific concentrations), trends in loan performance, regulatory guidance and economic factors. This evaluation is inherently subjective, as it requires the use of significant management estimates. Many factors can affect management's estimates of specific and expected losses, including volatility of default probabilities, collateral values, rating migrations, loss severity and economic and political conditions. The allowance is increased through provisions charged to operating earnings and reduced by net charge-offs.

The Company determines the amount of the allowance based on relative risk characteristics of the loan portfolio. The allowance recorded for commercial loans is based on reviews of individual credit relationships and historical loss experience. The allowance recorded for homogeneous consumer loans is based on an analysis of loan mix, risk characteristics of the portfolio, and historical losses, adjusted for current trends, for each homogeneous category or group of loans. The allowance for loan losses relating to impaired loans is based on the loan's observable market price, the collateral for certain collateral-dependent loans, or the discounted cash flows using the loan's effective interest rate.

Regardless of the extent of the Company's analysis of customer performance, portfolio trends or risk management processes, certain inherent but undetected losses are probable within the loan portfolio. This is due to several factors, including inherent delays in obtaining information regarding a customer's financial condition or changes in their unique business conditions, the judgmental nature of individual loan evaluations, collateral assessments and the interpretation of economic trends. Volatility of economic or customer-specific conditions affecting the identification and estimation of losses for larger nonhomogeneous credits and the sensitivity of assumptions utilized to establish allowances for homogeneous groups of loans are among other factors. The Company estimates a range of inherent losses related to the existence of these exposures. The estimates are based upon the Company's evaluation of risk associated with the commercial and consumer allowance levels and the estimated impact of the current economic environment.



- 28 -

PART I, ITEM 2 (CONTINUED)

Financial Information

Results of Operations (Continued)

Critical Accounting Policies (Continued)

Goodwill and Other Intangibles - The Company records all assets and liabilities acquired in purchase acquisitions, including goodwill and other intangibles, at fair value as required by SFAS 141. Goodwill is subject, at a minimum, to annual tests for impairment. Other intangible assets are amortized over their estimated useful lives using the straight-line method, and are subject to impairment if events or circumstances indicate a possible inability to realize the carrying amount. The initial goodwill and other intangibles recorded and subsequent impairment analysis require management to make subjective judgments concerning estimates of how the acquired asset will perform in the future. Events and factors that may significantly affect the estimates include, among others, customer attrition, changes in revenue growth trends, specific industry conditions and changes in competition.

In connection with its planned combination with R.J. Reynolds Tobacco Co., Brown & Williamson Tobacco Corp. (B&W) recently announced plans to close its plant in Macon, Georgia.  The plant closing is currently projected to occur over the next 18-24 months.  The plant currently employs approximately 2,100 workers.  The Macon MSA has a nonagricultural employment base of approximately 148,000, or approximately 1.4% of the total.  The Company cannot quantify the potential impact of the plant's closure on the local economy, but believes the impact will be substantial.  The Company is currently reviewing the potential impact of the closure on its results of operations and financial condition, including the potential impact on credit quality.  Management believes there are a number of factors that will reduce or mitigate the impact of the closure on its results of operations and financial condition.  The Company has extensive operations outside of Macon in the Houston, Jones and Glynn County (Georgia) markets, counties which are currently experiencing significant growth.  In addition, the lending operations of Fairfield are in large measure geographically dispersed outside the Macon market area.

Forward Looking Statements

Within these financial statements we have included certain Aforward looking statements@concerning the future operations of the Company. It is management's desire to take advantage of theAsafe harbor@provisions of the Private Securities Litigation Reform Act of 1995. This statement is for the express purpose of availing the Company of the protections of such safe harbor with respect to allAforward looking statements@contained in our financial statements. We have usedAforward looking statements@to describe the future plans and strategies including our expectations of the Company's future financial results. Management's ability to predict results or the effect of future plans and strategy is inherently uncertain. Factors that could affect results include interest rate trends, competition, the general economic climate in the middle Georgia area, the southeastern United States region and the country as a whole, loan delinquency rates, and changes in federal and state regulations. These factors should be considered in evaluating theAforward looking statements,@and undue reliance should not be placed on such statements.



ITEM 3

Quantitative and Qualitative Disclosures About Market Risk

SBC's financial performance is impacted by, among other factors, interest rate risk and credit risk. SBC does not use derivatives to mitigate credit risk, relying instead on a loan review process and the provision for loan losses. See Provision for Loan Losses herein.

The management of interest rate risk is the primary goal of SBC's asset/liability management function. SBC attempts to achieve consistent growth in net interest income while limiting volatility from changes in interest rates. Management seeks to accomplish this goal by balancing the maturity and repricing characteristics of various assets and liabilities. SBC's asset/liability mix is sufficiently balanced so that the effect on net interest income of interest rate moves in either direction is not expected to be significant over time.



- 29 -



PART I, ITEM 3 (CONTINUED)

Quantitative and Qualitative Disclosures About Market Risk (Continued)

One tool used by SBC to measure its interest rate sensitivity is a cumulative gap analysis model that seeks to measure the repricing differentials, or gap, between rate-sensitive assets and liabilities over various time horizons. The following table reflects the gap positions of SBC's consolidated balance sheet as of September 30, 2003 at various pricing intervals.



|                                                                                    |   | Assets and Liabilities Repricing Within
|----------------------------------------------------------------------------------- | - | ---------------------------------------
|                                                                                    |   | 3 Months                               
|($ in thousands)                                                                    |   | or Less                                
|                                                                                    |   |                                        
|Earning Assets                                                                      |   |                                        
|Interest-Bearing Due from Banks                                                     | $ | 1,525                                  
|Federal Funds Sold                                                                  |   | 1,347                                  
|Investment Securities                                                               |   | 819                                    
|Loans, Net of Unearned Income                                                       |   | 216,476                                
|Other Interest-Earning Assets                                                       |   | 20,185                                 
|Total Interest-Earning Assets                                                       |   | 240,352                                
|                                                                                    |   |                                        
|Interest-Bearing Liabilities                                                        |   |                                        
|Interest-Bearing Demand Deposits (1)                                                |   | 66,437                                 
|Savings (1)                                                                         |   | 104,504                                
|Time Deposits                                                                       |   | 104,947                                
|Federal Funds Purchased, Repurchase Agreements and Demand Notes to US Treasury      |   | 9,774                                  
|Other Borrowed Money                                                                |   | 9,603                                  
|Trust Preferred Securities                                                          |   | 18,000                                 
|                                                                                    |   |                                        
|Total Interest-Bearing Liabilities                                                  |   | 313,265                                
|                                                                                    |   |                                        
|Interest-Sensitivity Gap                                                            | $ | (72,913)                               
|                                                                                    |   |                                        
|Cumulative Interest-Sensitivity Gap                                                 | $ | (72,913)                               
|                                                                                    |   |                                        
|Interest Rate Sensitivity Gap as a
Percentage of Interest-Earnings Assets           |   | (9.13)%                                
|                                                                                    |   |                                        
|Cumulative Interest Rate Sensitivity Gap as a Percentage of Interest-Earning Assets |   | (9.13)%                                



(1) Interest-bearing Demand and Savings Accounts for repricing purposes are considered to reprice within three months or less.





- 30 -

PART I, ITEM 4

Controls and Procedures

After evaluating the Company's disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 (the "Act") is recorded, processed, summarized and reported within the time period specified by the Act, the Chief Executive Officer, H. Averett Walker, and Chief Financial Officer, James R. McLemore, Jr. have concluded that the Company's controls are effective in accumulating and communicating the information to the Company's management as appropriate to allow timely decisions regarding disclosures. This evaluation was conducted within 90 days of the filing date of this report. In addition, there have been no significant changes in the Company's internal controls or other factors that could significantly effect these controls subsequent to the dates of Mr. Walker's and Mr. McLemore's evaluations, and there have been no corrective actions with regard to significant deficiencies or material weaknesses.



PART II

Other Information

SECURITY BANK CORPORATION AND SUBSIDIARIES

ITEM 1

Legal Proceedings

Not Applicable.

ITEM 2

Changes in Securities (Limitations Upon Payment of Dividends)

The information required for limitations upon payment of dividends is incorporated herein by reference to the Company's annual report of 10-K, Exhibit 99(a) footnote 23, filed with the Securities and Exchange Commission for the year ended December 31, 2002 (File No. 000-23261).

ITEM 3

Defaults Upon Senior Securities

Not Applicable.

ITEM 4

Submission of Matters to a Vote of Security Holders

Not Applicable.



- 31 -

PART II

Other Information (Continued)

ITEM 5

Other Information

Not Applicable.

ITEM 6

Exhibits and Reports on Form 8-K



|(a) | The following is a list of exhibits including items incorporated by reference
|--- | -----------------------------------------------------------------------------
|    |                                                                              
|    | 3.1                                                                          
|    |                                                                              
|    | 3.2                                                                          
|    |                                                                              
|    | 3.3                                                                          
|    |                                                                              
|    | 4.1                                                                          
|    |                                                                              
|    | 4.2                                                                          
|    |                                                                              
|    | 10.1                                                                         
|    |                                                                              
|    | 10.2                                                                         
|    |                                                                              
|    | 10.3                                                                         
|    |                                                                              
|    | 10.4                                                                         
|    |                                                                              
|    | 10.5                                                                         





- 32 -

PART II

Other Information (Continued)

ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K (Continued)

|    | 10.6                                                                                                                                                                                                                                 | Employment Agreement with James R. McLemore dated December 1, 2002.                                                                                                        
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                      |                                                                                                                                                                            
|    | 10.7                                                                                                                                                                                                                                 | Asset Purchase Agreement (Fairfield Financial) (incorporated by reference as Exhibit 2 to registrant's Form 10-Q (Commission File No. 000-23261) filed on August 10, 2000).
|    |                                                                                                                                                                                                                                      |                                                                                                                                                                            
|    | 10.8                                                                                                                                                                                                                                 | Proposed Employment Agreement between SBC, Security Interim Bank and Thad G. Childs, Jr. to be entered into upon consummation of the merger.                               
|    |                                                                                                                                                                                                                                      |                                                                                                                                                                            
|    | 10.9                                                                                                                                                                                                                                 | Proposed Employment Agreement between SBC, Security Interim Bank and John C. Childs, Jr. to be entered into upon consummation of the merger.                               
|    |                                                                                                                                                                                                                                      |                                                                                                                                                                            
|    | 11                                                                                                                                                                                                                                   | Statement of Computation of Net Income Per Share                                                                                                                           
|    |                                                                                                                                                                                                                                      |                                                                                                                                                                            
|    | 31.1                                                                                                                                                                                                                                 | Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                      
|    |                                                                                                                                                                                                                                      |                                                                                                                                                                            
|    | 31.2                                                                                                                                                                                                                                 | Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                      
|    |                                                                                                                                                                                                                                      |                                                                                                                                                                            
|    | 32.1                                                                                                                                                                                                                                 | Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                          
|    |                                                                                                                                                                                                                                      |                                                                                                                                                                            
|(b) | Reports on Form 8-K:                                                                                                                                                                                                                 |                                                                                                                                                                            
|    |                                                                                                                                                                                                                                     
|    | On July 17, 2003, Security Bank Corporation filed Form 8-K (Item 9- Regulation FD Disclosure (Item 12) to report the press release issued on July 16, 2003. The press release announced results for the quarter ended June 30, 2003.





- 33 -

SIGNATURES

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



SECURITY BANK CORPORATION

November 13, 2003



|H. AVERETT WALKER
H. Averett Walker
Chief Executive Officer    
|---------------------------------------------------------------
|                                                               
|                                                               
|                                                               
|November 13, 2003                                              
|                                                               
|                                                               
|JAMES R. McLEMOREJames R. McLemore, Jr.
Chief Financial Officer



- 34 -

EXHIBIT NO. 11



STATEMENT OF COMPUTATION OF EARNINGS PER SHARE



|                                          |  | Nine Months Ended
September 30, 2003 |  | Three Months Ended
September 30, 2003
|----------------------------------------- |  | ------------------------------------ |  | -------------------------------------
|                                          |  | Shares                               |  | Earnings Per Share                   
|                                          |  | (in Thousands)                       |  | (in Thousands)                       
|Basic Weighted Average Shares Outstanding |  | 4,141                                |  | $1.47                                
|                                          |  |                                      |  |                                      
|Diluted                                   |  |                                      |  |                                      
|Average Shares Outstanding                |  | 4,141                                |  |                                      
|Common Stock Equivalents                  |  | 166                                  |  |                                      
|                                          |  |                                      |  |                                      
|                                          |  | 4,307                                |  | $1.42                                
|                                          |  |                                      |  |                                      
|                                          |  |                                      |  |                                      
|                                          |  | Nine Months Ended
September 30, 2002 |  | Three Months Ended
September 30, 2002
|                                          |  | Shares                               |  | Earnings
Per Share                   
|                                          |  | (in Thousands)                       |  | (in Thousands)                       
|                                          |  |                                      |  |                                      
|Basic Weighted Average
Shares Outstanding |  | 3,387                                |  | $1.29                                
|                                          |  |                                      |  |                                      
|Diluted                                   |  |                                      |  |                                      
|Average Shares Outstanding                |  | 3,387                                |  |                                      
|Common Stock Equivalents                  |  | 65                                   |  |                                      
|                                          |  |                                      |  |                                      
|                                          |  | 3,452                                |  | $1.26                                
|                                          |  |                                      |  |                                      
|                                          |  |                                      |  |                                      





- 35 -

EXHIBIT 31.1

CERTIFICATION



|I, H. Averett Walker, Chief Executive Officer, certify that:
|------------------------------------------------------------
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            

November 13, 2003

H. AVERETT WALKER
H. Averett Walker
Chief Executive Officer



- 36 -

EXHIBIT 31.2

CERTIFICATION

|I, James R. McLemore, Chief Financials Officer, certify that:
|-------------------------------------------------------------
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             

November 13, 2003

JAMES R. McLEMORE, JR.
James R. McLemore, Jr.
Chief Financial Officer

- 37 -

EXHIBIT 32.1

CERTIFICATION OF CEO AND CFO PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-Q of Security Bank Corporation (the Company) for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the Date hereof (the Report), H. Averett Walker, Chief Executive Officer of the Company, and James R. McLemore, Jr., Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.



November 13, 2003

H. AVERETT WALKER
H. Averett Walker
Chief Executive Officer





November 13, 2003

JAMES R. McLEMORE, JR.
James R. McLemore, Jr.
Chief Financial Officer



This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section18 of the Securities Exchange Act of 1934, as amended.

- 38 -