**Exhibit31.1**

 

**Certificationof the Chief Executive Officer pursuant to Section 302 of theSarbanes-Oxley Act of 2002**

 

I, Ira P. Shepherd, III, president and chief executive officer, certifythat:

 

1.                                       Ihave reviewed this annual report on Form 10-K of Georgia Bancshares, Inc.

 

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

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.                                       Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and we have:

 

a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

 

b) Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures as of the end of the period coveredby this report based on such evaluations; and

 

c) Disclosed in this report any change in the registrant’s internal controlover financial reporting that occurred during the registrant’s fourth fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting.

 

5.                                       Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

 

a)  Allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial information; and

 

b)  Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal controls.

 

 
| Date:  | March 29, 2005 |                                  | By: | /s/ Ira P. Shepherd, III |   |
|--------|---------------------|---------------------------------------|-----|--------------------------|--------|
|   |                | Ira P. Shepherd, III                  |
|   |                | President and Chief Executive Officer |

 

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