EXHIBIT 14.1

                            FORSYTH BANCSHARES, INC.
                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
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This  policy applies to all senior financial officers of the Company. The senior
financial officers of the Company include the Chief Executive Officer, the Chief
Financial  Officer  and  Comptroller,  and  the  Chief  Lending  Officer and its
subsidiary,  The  Citizens  Bank  of  Forsyth  County.

This  Code  of  Ethics  is required by the United States securities laws and the
rules  and  regulations  of  the  Securities  and  Exchange  Commission as being
necessary  to  deter  wrongdoing  and  to  promote:

     (i)  honest  and  ethical conduct, including the ethical handling of actual
          or  apparent  conflicts  of interest between personal and professional
          relationships,

    (ii)  full, fair, accurate, timely, and understandable disclosure in reports
          and documents that a company files with, or submits to, the Commission
          and  in  other  public  communications  made  by  the  company,

    (iii) compliance with applicable governmental laws, rules and regulations,

     iv)  the  prompt  internal  reporting  of code violations to an appropriate
          person  or  persons  identified  in  the  code;  and

     (v)  accountability  for  adherence  to  the  code.

As  noted  above, the Company is required to monitor and audit the effectiveness
of  this  Code.  If  you have any questions regarding this Code, please refer to
your  immediate  supervisor, or, with more difficult questions, please feel free
to  contact  the  Chief  Executive  Officer,  Chairman of the Audit Committee or
General  Counsel  at (770) 346 - 9696. You are entitled, of course, to bring any
matter  to  the  Company's Executive Committee in accordance with the procedures
set  forth  in  the  Company's  code  of  business  conduct.

1.   EACH  COVERED  PERSON  MUST AVOID ANY TRANSACTION OR ARRANGEMENT THAT WOULD
CREATE  A  CONFLICT  OF  INTEREST  OR  THE  APPEARANCE OF A CONFLICT OF INTEREST
BETWEEN  PERSONAL  AND  PROFESSIONAL  RELATIONSHIPS.

A  conflict  of  interest  may  be  generally  defined as a conflict between the
Covered  Person's  private  interests  and  his  or  her responsibilities to the
Company or an entity with which the Company maintains a relationship. A conflict
of  interest  can  also  arise  when an immediate family member is involved in a
transaction or arrangement that in any way casts doubt upon the Covered Person's
independence.  An  "immediate family member" includes a Covered Person's spouse,
parents,  children,  siblings,  mothers  and  fathers-in-  law,  sons  and
daughters-in-law,  brothers-in-law, and anyone (other than employees) who shares
the  Covered  Person's  home.


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2.   COVERED  PERSONS  MAY  ONLY ACCEPT ITEMS OF NOMINAL VALUE AS GIFTS FROM THE
COMPANY OR ANY INDIVIDUAL OR ENTITY THAT IS INVOLVED OR SEEKS TO BECOME INVOLVED
IN  A  BUSINESS  RELATIONSHIP  WITH  THE  COMPANY.

Gifts to Covered Persons must be inexpensive, unsolicited and not given with the
objective  of  influencing the Covered Person's judgment. It is acceptable for a
Covered  Person  to  accept  modest  meals  or  other  inexpensive  forms  of
entertainment  from  individuals or entities that are involved or seek to become
involved  in a business relationship with the Company as long as these items are
not  provided  in  order  to influence the Covered Person's business judgment or
decision.  Under  no  circumstances  is  a  Covered  Person  permitted to accept
payments,  loans, kickbacks, bribes, special privileges or services from anyone.
If  there  are  any questions or borderline case, Covered Persons should discuss
them  with  the  General  Counsel  or  designee.

3.   ALL  COVERED  PERSONS  ARE  RESPONSIBLE  FOR MAINTAINING ACCURATE FINANCIAL
RECORDS  FOR  THE  COMPANY.

     Covered Persons must closely adhere to the following accounting guidelines:

     (i)     All  assets,  liabilities and transactions of the Company should be
accurately  recorded  in accordance with the Company's record keeping procedures
and  generally  accepted  accounting  principles;

     (ii)    No  false or misleading entries are permitted  to be knowingly made
or  caused  to be made in the Company's record books, even if such entries would
not  be  material  to  the  Company  or  its  operations  as  a  whole;  and

     (iii)   Any  entries  that  are  inaccurate, false  or  irregular should be
promptly  reported  to  the  Chairman  of  the  Audit Committee for an immediate
corrective  action.

4.   COVERED  PERSONS  MUST  RECOGNIZE THAT CONFIDENTIAL INFORMATION IS AN ASSET
OF THE COMPANY, AND MUST REFRAIN FROM USING INSIDE INFORMATION TO THEIR PERSONAL
ADVANTAGE.

Covered  Persons  must  maintain the confidentiality of information entrusted to
them  by  the  Company  or its customers or suppliers, except when disclosure is
authorized or legally mandated. Confidential information includes all non-public
information  that  might  be of use to competitors, or harmful to the Company or
its  customers  or  suppliers,  if  disclosed.

At  its  core,  the  prohibition  against insider trading focuses on the buying,
selling  or  trading in securities using non-public information. The prohibition
applies  to  securities  of the Company as well as to customers and suppliers of
the  Company,  or any entity with which the Company has a business relationship.
Covered  Persons should refer to the applicable Company's insider trading policy
for  further  guidance.

Covered Persons are in a unique position to acquire non-public information about
the Company, and such information might influence their decision to buy, sell or
trade  securities.  In  addition  to refraining from using inside information in
making  their  own  investment  decisions,  Covered  Persons  should  also avoid
discussing  the  inside  information  with  friends  or immediate family members
(whether  at  home or in the public) or mailing or faxing the inside information
to outside sources unless appropriate


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confidentiality  agreements  are  in  place  to ensure that material, non-public
information  is  not  used  improperly.

5.   THE  CONDUCT  OF  COVERED  PERSONS  SHOULD  BE  GOVERNED  BY  THE  HIGHEST
STANDARDS  OF  INTEGRITY  AND  FAIRNESS.

Covered  Persons  should  avoid  those  situations  in  which  outside  personal
interests  conflict  with  the  Company's  business.  These  situations include:

     (i)     Ownership  by a Covered Person, or a member of his or her immediate
family,  of  a  material  financial  interest  in any outside enterprise that is
involved  or  seeks  to  become  involved  in  a  business relationship with the
Company;

     (ii)    Ownership  by  a  Covered  Person,  or  a  member  of  his  or  her
immediate  family,  of  a  material financial interest in any outside enterprise
that  competes  for  business  with  the  Company;

     (iii)   Outside employment of a Covered Person, or a member of  his  or her
immediate  family,  whether  as  a  consultant,  director,  officer, employee or
independent  contractor,  with  an  entity  that  is involved or seeks to become
involved  in  a  business  relationship  with  the  Company;  or

     (iv)     Appointment  of  a  Covered  Person,  or  a  member  of his or her
immediate  family,  to  a  public office, board or commission that may create an
appearance  of  a  conflict  of  interest between the goals and purposes of that
organization  and  the  Company's  business.  Such  appointment  would include a
"public  service"  organization  or  a  not-for-profit  organization.

6.   COVERED  PERSONS  MUST  NOT  TAKE  FOR  THEMSELVES  OPPORTUNITIES THAT THEY
DISCOVER WHILE WORKING FOR THE COMPANY, OR USE CORPORATE PROPERTY OR INFORMATION
FOR  PERSONAL  GAIN.

Covered Persons must not (a) take personal advantage of a situation or knowledge
acquired  through  the  use of his or her position or the Company's property, if
the  situation or knowledge could be used for the Company's benefit, (b) use his
or  her  position  or  Company property or information for personal gain, or (c)
compete  with  the Company. Covered Persons owe a duty to the Company to advance
its  interests  whenever  the  opportunity  arises.

7.   IN  DRAFTING  PERIODIC REPORTS THAT ARE TO BE FILED WITH THE SECURITIES AND
EXCHANGE  COMMISSION,  COVERED PERSONS SHOULD TAKE ALL STEPS NECESSARY TO ENSURE
FULL,  FAIR,  ACCURATE,  TIMELY  AND  COMPLETE  DISCLOSURE.

     (i)     Go Beyond the Minimum Disclosure Required by Law. While in the past
periodic reporting has focused on disclosing only those items that were mandated
by  the law, Covered Persons should go beyond the minimum requirements to convey
the  full  financial  picture  of  the  Company  to the public. Areas of special
attention  include:  off-balance  sheet structures, insider and affiliated party
transactions,  board  relationships,  accounting  policies,  and  auditor
relationships.

     (ii)     Make  Sure All Relationships that Could Give Rise to Any Perceived
Conflicts  are  Fully  Disclosed.  Given the recent focus of lawmakers on a more
complete  disclosure  of  any material conflict


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of  interest  to the public, it is important to ensure that any transaction that
threatens  to  create  the  appearance  of  a conflict of interest must be fully
disclosed  in  the  Company's  periodic  reports.

     (iii)     Use the MD&A Section to Paint a Complete Picture of the Company's
Financial  Condition.  A  well-written  MD&A analysis should be used in order to
explain  fully  all  of  the key factors, risks and assumptions that support the
Company's business model. While the analysis is far from being an exact science,
the  MD&A analysis should be used to appraise fully and accurately the investors
of  the  Company's  financial  condition.

     (iv)     Use  More  Plain  English.  Even  though the "plain English" rules
presently  do  not  apply  to periodic reports on Forms 10-K and 10-Q, the basic
requirements,  such  as  the  use of active voice and avoidance of unnecessarily
legalistic  language,  should  nonetheless  be  utilized  in  discussions of the
Company's  financial  condition.  Over  the  years,  accounting rules have grown
increasingly  complex, and simple economic facts are often obscured with the use
of  complicated legal or technical terminology. Covered Persons should strive to
present  their  analysis of the Company's financial condition in such a way that
average  investors  could reasonably be expected to understand the importance of
the  information  contained  in  the  periodic  reports.

      (v)     Seek Guidance from the Audit Committee. With an increased emphasis
on  a  better  conformity  with  accounting  standards,  Covered  Persons should
maintain a constant working relationship with the Audit Committee to ensure that
accounting  standards  are  being  applied  uniformly  and  that  the  Company's
disclosure  is  supported  by  sound  judgment  and  analysis.

     (vi)     Provide  Management  with  Ample  Time  to  Review  and Comment on
Disclosure  Documents.  In  an  effort to meet periodic reporting deadlines, the
Company's  management  is  often  not  provided  with an adequate opportunity to
review  each  disclosure  document  and to assess its completeness and accuracy.
Covered  Persons should focus on completing the financial disclosure in periodic
reports  well  ahead  of  the  timing deadlines to allow more time for review by
management  and  auditors.

8.   COVERED  PERSONS  MUST  COMPLY  WITH ALL LAWS AND REGULATIONS THAT APPLY TO
THE  COMPANY'S  BUSINESS.

All  Covered  Persons  should  understand  those  laws that apply to them in the
performance  of  their  duties  and  ensure that their decisions and actions are
conducted  in  conformity  with those laws. Any violation of the applicable laws
can  subject  the  Company  or  the  implicated Covered Person to liability. Any
inquiries  relating to compliance with applicable laws and regulations should be
directed  to  the  Company's  Chairman.


This policy is approved by the Board of Directors on this the 13th day of April,
2004.


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