UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 For the fiscal year December 31, 2002
                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from                 to
                                     ---------------    ----------------
                        Commission file number 333-74710

                            Georgia Bancshares, Inc.
             (Exact name of registrant as specified in its charter)

       Georgia                                          58-2646154
-----------------------                      ----------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

100 Westpark Drive
Peachtree, City, Georgia                                   30269
---------------------------                           ----------------
(Address of principal executive offices)                (Zip Code)

                                  770-631-9488
                                  ------------
                               (Telephone Number)

        Securities registered pursuant to Section 12(b) of the Act: None

    Securities registered pursuant to Section 12(g) of the Act: Common Stock

     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 past 90 days. Yes X     No
                                                                  ---      ---

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B in this form, and no disclosure will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

     The  issuer's  revenue  for the fiscal  year ended  December  31,  2002 was
$9,985,218.

     The aggregate market value of the voting and non-voting  common equity held
by non-affiliates  (shareholders holding less than 5% of an outstanding class of
stock,  excluding  directors  and  executive  officers)  as of March 6, 2003 was
$25,181,560.  This  calculation  was based on the average bid and asked price of
such common equity on March 6, 2003.

     There  were  2,337,573  shares of the  issuer's  common  stock  issued  and
outstanding, as of March 6, 2003.

     Transitional Small Business Disclosure Format.  (Check one): Yes      No X
                                                                     ---     ---

                       DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the issuer's  proxy  statement  for the 2003 annual  meeting of
shareholders  to be held on May 14, 2003 are  incorporated  by reference in Part
III of this Form 10-KSB.





<PAGE>



                                Explanatory Note

     This  10-KSB/A is being filed to add the Section 302  certifications  which
were inadvertently  edgarized as correspondence rather than part of the original
10-KSB. No other changes have been made to the original 10-KSB.



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<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                            GEORGIA BANCSHARES, INC..


Date:   March 28, 2003             By:  /s/ Ira P. Shephard
     ---------------------------     -------------------------------------------
                                     Ira P. Shepherd, III
                                     President and Chief Executive Officer

         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the  following  persons on behalf of the  registrant in the
capacities and on the dates indicated.

Signatures                              Title                        Date
----------                              -----                        ----

/s/ Ira P. Shepherd, III
------------------------
Ira P. Shepherd, III         President, Chief Executive         March 28, 2003
                             Officer (principal executive
                             officer),  and Director
  *
------------------------
Clyde A. McArthur            Chief  Financial  Officer
                             (principal accounting
                             and financial officer)

  *
------------------------
Arlie C. Aukerman            Director


  *
------------------------
Joseph S. Black              Vice Chairman, Director


  *
------------------------
Rick A. Duncan               Director, Executive
                             Vice President

  *
------------------------
Dale K. Geeslin              Secretary, Director


  *
------------------------
Malcolm R. Godwin            Director, Executive Vice
                             President

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<PAGE>


  *
------------------------
W. Robert Hancock            Director


  *
------------------------
Vincent M. Rossetti          Director


  *
------------------------
Donnie H. Russell            Director


  *
------------------------
Thomas G. Sellmer            Director


  *
------------------------
Enrico A. Stanziale          Chairman, Director


  *
------------------------
James H. Webb, Jr.           Director



/s/ Ira P. Shepherd, III                                        March 28, 2003
------------------------
*As Attorney-In-Fact



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<PAGE>

                                 Certification

I, Ira P. Shepherd, III, certify that:

1. I have reviewed this annual report on Form 10-KSB of Georgia Bancshares,
Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiary, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:   March 20, 2003            By: /s/ Ira. P. Shepherd, III
                                     Ira. P. Shepherd, III
                                     President and Chief Executive Officer



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<PAGE>


                                 Certification

I, Clyde McArthur, certify that:

1. I have reviewed this annual report on Form 10-KSB of Georgia Bancshares, Inc;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiary, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:    March 20, 2003             By:  /s/ Clyde McArthur
                                         Clyde McArthur
                                         Chief Financial Officer




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<PAGE>

                                  EXHIBIT INDEX


3.1   Articles of Incorporation of the Company (incorporated  by reference to
      Exhibit 3.1 of the Company's Registration Statement on Form SB-2, File
      No. 333-74710).

3.2   Bylaws of the Company  (incorporated  by reference to Exhibit 3.2 of the
      Company's  Registration  Statement on Form SB-2, File No. 333-74710).

4.1   See Exhibits 3.1 and 3.2 for provisions in Georgia Bancshares' Articles
      of Incorporation and Bylaws defining the rights of holders of the
      common stock.

4.2   Form of  certificate  of common stock  (incorporated  by reference to
      Exhibit 4.2 of the Company's  Registration  Statement on Form SB-2,
      File No. 333-74710).

4.3   Georgia Bancshares, Inc. 2001 Stock Incentive Plan (incorporated by
      reference to Exhibit 10.1 of the Company's Registration Statement on
      Form SB-2; File No. 333-74710).

4.4   Form of Warrant Agreement (incorporated by reference to Exhibit 10.2 of
      the Company's Registration Statement on Form SB-2; File No. 333-74710).

4.5   Form of First Amendment to Warrant Agreement (incorporated by reference
      to Exhibit 10.3 of the Company's Registration Statement on Form SB-2;
      File No. 333-74710).

4.6   Form of Second Amendment to Warrant Agreement (incorporated by reference
      to Exhibit 10.4 of the Company's Registration Statement on Form SB-2;
      File No. 333-74710).

4.7   Form of Third Amendment to Warrant Agreement.

5.1   Opinion  Regarding  Legality  (incorporated by reference to Exhibit 5.1
      of the  Registration  Statement on Form SB-2, File No. 333-74710).

10.1  Real Estate  Agreement  dated June 1, 1999 between The Bank of Georgia
      and Charles B. Miles & S. Reid Hutchings  (incorporated by reference to
      Exhibit 10.5 of the Company's Registration Statement on Form SB-2; File
      No. 333-74710).

21    Subsidiaries (incorporated to Exhibit 21 to the Company's Form 10-KSB for
      the period ended December 31, 2002).

24    Power of Attorney (incorporated  to  Exhibit 24 to the  Company's  Form
      10-KSB for the period ended December 31, 2002).


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