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

                           FORM 10-KSB/Amendment No. 2

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
         OF 1934 For the fiscal year ended 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, 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 No. 2 is being filed to attach the following exhibits: 4.7
Third Amendment to the Warrant Agreement for Georgia Bancshares, Inc. and 10.2
Summary of the Georgia Bancshares, Inc. 401K Plan. 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:  May 16, 2003                 By: /s/ Ira P. Shepherd, III
                                       -----------------------------------
                                       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          May 16, 2003
                                Officer (principal executive
                                officer), and Director

 /s/ *
---------------------------
Clyde A. McArthur               Chief Financial Officer
                                (principal accounting and
                                financial officer)


 /s/ *
---------------------------
Arlie C. Aukerman               Director


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


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


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


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


 /s/ *
---------------------------
W. Robert Hancock               Director




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<PAGE>



 /s/ *
---------------------------
Vincent M. Rossetti             Director


 /s/ *
---------------------------
Donnie H. Russell               Director


 /s/ *
---------------------------
Thomas G. Sellmer               Director


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


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

/s/ Ira P. Shepherd, III                                            May 16, 2003
---------------------------
Ira P. Shepherd, III
As Attorney-In-Fact




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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).

10.2 Summary of the Georgia Bancshares, Inc. 401K Plan.

21   Subsidiaries of the Company (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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