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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-Q



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QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES

EXCHANGE ACT OF 1934



|                                 |  |                               
|-------------------------------- |  | ------------------------------
|FOR QUARTER ENDED MARCH 31, 2006 |  | COMMISSION FILE NUMBER 0-12436



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COLONY BANKCORP, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|GEORGIA                                                        |  | 58-1492391                             
|(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |  | (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

115 SOUTH GRANT STREET, FITZGERALD, GEORGIA 31750

ADDRESS OF PRINCIPAL EXECUTIVE OFFICES

229/426-6000

REGISTRANTS TELEPHONE NUMBER INCLUDING AREA CODE



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INDICATE BY CHECK MARK WHETHER THE REGISTRANT
(1) HAS FILED REPORTS REQUIRED TO BE FILED BY SECTIONS 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 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.    YES    x    NO ̈

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER, AN
ACCELERATED FILER OR A NONACCELERATED FILER. SEE DEFINITION OF ACCELERATED FILER AND LARGE ACCELERATED FILER IN RULE 12b-2 OF THE EXCHANGE ACT. (CHECK ONE)

LARGE ACCELERATED FILER ̈ACCELERATED FILER  x                    NON ACCELERATED FILER

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN RULE 12B-2 OF THE ACT).    YES ̈NO  x

INDICATE THE NUMBER OF SHARES OUTSTANDING OF
EACH OF THE ISSUERS CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.



|                           |  |                           
|-------------------------- |  | --------------------------
|CLASS                      |  | OUTSTANDING AT MAY 8, 2006
|COMMON STOCK, $1 PAR VALUE |  | 7,190,735                 



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##### Table of Contents

TABLE OF CONTENTS



|                                     |  |                                                                                      |  |     
|------------------------------------ |  | ------------------------------------------------------------------------------------ |  | ----
|                                     |  |                                                                                      |  | Page
|PART I  Financial Information       |  |                                                                                     
|                                     | 
|Forward Looking Statement Disclosure |  | 3                                                                                   
|                                     |  |                                                                                     
|Item 1.                              |  | Financial Statements                                                                 |  | 4   
|                                     |  |                                                                                     
|Item 2.                              |  | Managements Discussion and Analysis of Financial Condition and Results of Operation |  | 27  
|                                     |  |                                                                                     
|Item 3.                              |  | Quantitative and Qualitative Disclosures About Market Risk                           |  | 46  
|                                     |  |                                                                                     
|Item 4.                              |  | Controls and Procedures                                                              |  | 49  
|                                     | 
|PART II  Other Information          |  |                                                                                     
|                                     |  |                                                                                     
|Item 1.                              |  | Legal Proceedings                                                                    |  | 50  
|                                     |  |                                                                                     
|Item 1A.                             |  | Rick Factors                                                                         |  | 50  
|                                     |  |                                                                                     
|Item 2.                              |  | Unregistered Sales of Equity Securities and Use of Proceeds                          |  | 50  
|                                     |  |                                                                                     
|Item 3.                              |  | Defaults Upon Senior Securities                                                      |  | 50  
|                                     |  |                                                                                     
|Item 4.                              |  | Submission of Matters to a Vote of Security Holders                                  |  | 50  
|                                     |  |                                                                                     
|Item 5.                              |  | Other Information                                                                    |  | 50  
|                                     |  |                                                                                     
|Item 6.                              |  | Exhibits                                                                             |  | 50  
|                                     | 
|Signatures                           |  | 52                                                                                  



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##### Table of Contents

Forward Looking Statement Disclosure

Statements in this Quarterly Report regarding future events or performance are
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the PSLRA) and are made pursuant to the safe harbors of the PSLRA. Actual results of Colony Bankcorp, Inc. (the Company) could be
quite different from those expressed or implied by the forward-looking statements. Any statements containing the words could, may, will, should, plan, believe,
anticipates, estimates, predicts, expects, projections, potential, continue, or words of similar import, constitute forward-looking statements, as do any
other statements that expressly or implicitly predict future events, results, or performance. Factors that could cause results to differ from results expressed or implied by our forward-looking statements include, among others, risks discussed in
the text of this Quarterly Report as well as the following specific items:



| |  |  | General economic conditions, whether national or regional, that could affect the demand for loans or lead to increased loan losses;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Competitive factors, including increased competition with community, regional, and national financial institutions, that may lead to pricing pressures that reduce yields the Company
achieves on loans and increase rates the Company pays on deposits, loss of the Companys most valued customers, defection of key employees or groups of employees, or other losses;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increasing or decreasing interest rate environments, including the shape and level of the yield curve, that could lead to decreases in net interest margin, lower net interest and
fee income, including lower gains on sales of loans, and changes in the value of the Companys investment securities;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changing business or regulatory conditions, or new legislation, affecting the financial services industry that could lead to increased costs, changes in the competitive balance
among financial institutions, or revisions to our strategic focus;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes or failures in technology or third party vendor relationships in important revenue production or service areas, or increases in required investments in technology that could
reduce our revenue, increase our costs or lead to disruptions in our business.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Readers are cautioned not to place undue reliance on our forward-looking statements, which reflect managements analysis only as of the date of the statements. The Company does
not intend to publicly revise or update forward-looking statements to reflect events or circumstances that arise after the date of this report.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Readers should carefully review all disclosures we file from time to time with the Securities and Exchange Commission (SEC).



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##### Table of Contents

PART 1. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

THE FOLLOWING FINANCIAL STATEMENTS ARE PROVIDED FOR COLONY BANKCORP, INC. AND SUBSIDIARIES: COLONY BANK OF
FITZGERALD, COLONY BANK ASHBURN, COLONY BANK WILCOX, COLONY BANK OF DODGE COUNTY, COLONY BANK WORTH, COLONY BANK SOUTHEAST, COLONY MANAGEMENT SERVICES, INC., AND COLONY BANK QUITMAN, FSB.



| | A. | CONSOLIDATED BALANCE SHEETS  MARCH 31, 2006 AND DECEMBER 31, 2005.
| | -- | -------------------------------------------------------------------



| | B. | CONSOLIDATED STATEMENTS OF INCOME  FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005.
| | -- | ---------------------------------------------------------------------------------------



| | C. | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME  FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005.
| | -- | -----------------------------------------------------------------------------------------------------



| | D. | CONSOLIDATED STATEMENTS OF CASH FLOWS  FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005.
| | -- | -------------------------------------------------------------------------------------------

THE CONSOLIDATED FINANCIAL STATEMENTS FURNISHED HAVE NOT BEEN AUDITED BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, BUT REFLECT, IN THE OPINION OF MANAGEMENT, ALL ADJUSTMENTS NECESSARY FOR A FAIR PRESENTATION OF THE
RESULTS OF OPERATIONS FOR THE PERIODS PRESENTED.

THE RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2006 ARE NOT NECESSARILY INDICATIVE
OF THE RESULTS TO BE EXPECTED FOR THE FULL YEAR.



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Part 1 (Continued)

Item 1 (Continued)



COLONY BANKCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

MARCH 31, 2006 AND DECEMBER 31,

(DOLLARS IN THOUSANDS)



|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | --------- | - | ----------------- | - | --------- | -
|                                                                                                                                                                 |  | March 31, 2006 |           |   | December 31, 2005 |  
|                                                                                                                                                                 |  | (Unaudited)    |           |   |                   |  
|ASSETS                                                                                                                                                           |  |                |           |   |                   |   |           |  
|Cash and Cash Equivalents                                                                                                                                        |  |                |           |   |                   |   |           |  
|Cash and Due from Banks                                                                                                                                          |  | $              | 24,785    |   |                   |   | 21,606    |  
|Federal Funds Sold                                                                                                                                               |  |                | 54,104    |   |                   |   | 57,456    |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|                                                                                                                                                                 |  |                | 78,889    |   |                   |   | 79,062    |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|Interest-Bearing Deposits                                                                                                                                        |  |                | 3,631     |   |                   |   | 1,635     |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|Investment Securities                                                                                                                                            |  |                |           |   |                   |   |           |  
|Available for Sale, at Fair Value                                                                                                                                |  |                | 124,221   |   |                   |   | 124,247   |  
|Held to Maturity, at Cost (Fair Value of $81 and $79, as of March 31, 2006 and December 31, 2005, Respectively)                                                  |  |                | 81        |   |                   |   | 79        |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|                                                                                                                                                                 |  |                | 124,302   |   |                   |   | 124,326   |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|Federal Home Loan Bank Stock, at Cost                                                                                                                            |  |                | 5,469     |   |                   |   | 5,034     |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|Loans                                                                                                                                                            |  |                | 893,100   |   |                   |   | 859,117   |  
|Allowance for Loan Losses                                                                                                                                        |  |                | (10,760   | ) |                   |   | (10,762   | )
|Unearned Interest and Fees                                                                                                                                       |  |                | (443      | ) |                   |   | (302      | )
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|                                                                                                                                                                 |  |                | 881,897   |   |                   |   | 848,053   |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|Premises and Equipment                                                                                                                                           |  |                | 26,280    |   |                   |   | 25,676    |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|Other Real Estate                                                                                                                                                |  |                | 2,131     |   |                   |   | 2,170     |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|Goodwill                                                                                                                                                         |  |                | 2,412     |   |                   |   | 2,412     |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|Other Intangible Assets                                                                                                                                          |  |                | 495       |   |                   |   | 520       |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|Other Assets                                                                                                                                                     |  |                | 19,680    |   |                   |   | 19,450    |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|Total Assets                                                                                                                                                     |  | $              | 1,145,186 |   |                   | $ | 1,108,338 |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                             |  |                |           |   |                   |   |           |  
|                                                                                                                                                                 |  |               
|Deposits                                                                                                                                                         |  |                |           |   |                   |   |           |  
|Noninterest-Bearing                                                                                                                                              |  | $              | 73,545    |   |                   | $ | 78,778    |  
|Interest-Bearing                                                                                                                                                 |  |                | 901,127   |   |                   |   | 865,587   |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|                                                                                                                                                                 |  |                | 974,672   |   |                   |   | 944,365   |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|Borrowed Money                                                                                                                                                   |  |                |           |   |                   |   |           |  
|Subordinated Debentures                                                                                                                                          |  |                | 19,074    |   |                   |   | 19,074    |  
|Other Borrowed Money                                                                                                                                             |  |                | 74,672    |   |                   |   | 70,226    |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|                                                                                                                                                                 |  |                | 93,746    |   |                   |   | 89,300    |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|Other Liabilities                                                                                                                                                |  |                | 7,143     |   |                   |   | 6,545     |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|Commitments and Contingencies                                                                                                                                    |  |                |           |   |                   |   |           |  
|Stockholders Equity                                                                                                                                             |  |                |           |   |                   |   |           |  
|Common Stock, Par Value $1 a Share, Authorized 20,000,000 Shares, Issued 7,190,735 and 7,181,320 Shares as of March 31, 2006 and
December 31, 2005, Respectively |  |                | 7,191     |   |                   |   | 7,181     |  
|Paid-In Capital                                                                                                                                                  |  |                | 24,215    |   |                   |   | 24,000    |  
|Retained Earnings                                                                                                                                                |  |                | 40,353    |   |                   |   | 38,602    |  
|Restricted Stock - Unearned Compensation                                                                                                                         |  |                | (488      | ) |                   |   | (302      | )
|Accumulated Other Comprehensive Loss, Net of Tax                                                                                                                 |  |                | (1,646    | ) |                   |   | (1,353    | )
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|                                                                                                                                                                 |  |                | 69,625    |   |                   |   | 68,128    |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  
|Total Liabilities and Stockholders Equity                                                                                                                       |  | $              | 1,145,186 |   |                   | $ | 1,108,338 |  
|                                                                                                                                                                 |  |                |           |   |                   |   |           |  

The accompanying notes are an integral part of these statements.



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Part 1 (Continued)

Item 1 (Continued)



COLONY BANKCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)

(DOLLARS IN THOUSANDS)



|                                                    |  |                             |           |                             |   |          
|--------------------------------------------------- |  | --------------------------- | --------- | --------------------------- | - | ---------
|                                                    |  | Three Months Ended3/31/2006 |           | Three Months Ended3/31/2005
|Interest Income                                     |  |                             |           |                             |   |          
|Loans, Including Fees                               |  | $                           | 16,753    |                             | $ | 12,974   
|Federal Funds Sold                                  |  |                             | 479       |                             |   | 235      
|Deposits with Other Banks                           |  |                             | 18        |                             |   | 17       
|Investment Securities                               |  |                             |           |                             |   |          
|U.S. Government Agencies                            |  |                             | 1,164     |                             |   | 868      
|State, County and Municipal                         |  |                             | 91        |                             |   | 54       
|Corporate Obligations                               |  |                             | 36        |                             |   | 30       
|Dividends on Other Investments                      |  |                             | 59        |                             |   | 34       
|                                                    |  |                             |           |                             |   |          
|                                                    |  |                             | 18,600    |                             |   | 14,212   
|                                                    |  |                             |           |                             |   |          
|Interest Expense                                    |  |                             |           |                             |   |          
|Deposits                                            |  |                             | 7,514     |                             |   | 4,484    
|Federal Funds Purchased                             |  |                             | 9         |                             |   | 0        
|Borrowed Money                                      |  |                             | 1,144     |                             |   | 876      
|                                                    |  |                             |           |                             |   |          
|                                                    |  |                             | 8,667     |                             |   | 5,360    
|                                                    |  |                             |           |                             |   |          
|Net Interest Income                                 |  |                             | 9,933     |                             |   | 8,852    
|Provision for Loan Losses                           |  |                             | 922       |                             |   | 808      
|                                                    |  |                             |           |                             |   |          
|Net Interest Income After Provision for Loan Losses |  |                             | 9,011     |                             |   | 8,044    
|                                                    |  |                             |           |                             |   |          
|Noninterest Income                                  |  |                             |           |                             |   |          
|Service Charges on Deposits                         |  |                             | 1,032     |                             |   | 930      
|Other Service Charges, Commissions and Fees         |  |                             | 215       |                             |   | 184      
|Mortgage Fee Income                                 |  |                             | 123       |                             |   | 107      
|Other                                               |  |                             | 238       |                             |   | 381      
|                                                    |  |                             |           |                             |   |          
|                                                    |  |                             | 1,608     |                             |   | 1,602    
|                                                    |  |                             |           |                             |   |          
|Noninterest Expenses                                |  |                             |           |                             |   |          
|Salaries and Employee Benefits                      |  |                             | 4,079     |                             |   | 3,322    
|Occupancy and Equipment                             |  |                             | 985       |                             |   | 900      
|Other                                               |  |                             | 2,023     |                             |   | 2,062    
|                                                    |  |                             |           |                             |   |          
|                                                    |  |                             | 7,087     |                             |   | 6,284    
|                                                    |  |                             |           |                             |   |          
|Income Before Income Taxes                          |  |                             | 3,532     |                             |   | 3,362    
|Income Taxes                                        |  |                             | 1,223     |                             |   | 1,188    
|                                                    |  |                             |           |                             |   |          
|Net Income                                          |  | $                           | 2,309     |                             | $ | 2,174    
|                                                    |  |                             |           |                             |   |          
|Net Income Per Share of Common Stock                |  |                             |           |                             |   |          
|Basic                                               |  | $                           | 0.32      |                             | $ | 0.30     
|                                                    |  |                             |           |                             |   |          
|Diluted                                             |  | $                           | 0.32      |                             | $ | 0.30     
|                                                    |  |                             |           |                             |   |          
|Weighted Average Basic Shares Outstanding           |  |                             | 7,170,406 |                             |   | 7,144,178
|                                                    |  |                             |           |                             |   |          
|Weighted Average Diluted Shares Outstanding         |  |                             | 7,172,669 |                             |   | 7,165,276
|                                                    |  |                             |           |                             |   |          
|Cash Dividends Declared Per Share of Common Stock   |  | $                           | 0.0775    |                             | $ | 0.068    

The accompanying notes are an integral part of these statements.



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Part 1 (Continued)

Item 1 (Continued)



COLONY BANKCORP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

THREE MONTHS ENDED MARCH 31,
2006 AND 2005

(UNAUDITED)

(DOLLARS IN THOUSANDS)



|                                             |  |                            |       |   |                            |   |       |  
|-------------------------------------------- |  | -------------------------- | ----- | - | -------------------------- | - | ----- | -
|                                             |  | Three Months Ended03/31/06 |       |   | Three Months Ended03/31/05 |  
|Net Income                                   |  | $                          | 2,309 |   |                            | $ | 2,174 |  
|                                             |  |                           
|Other Comprehensive Income, Net of Tax       |  |                            |       |   |                            |   |       |  
|Losses on Securities Arising During the Year |  |                            | (293  | ) |                            |   | (717  | )
|Reclassification Adjustment                  |  |                            |      |   |                            |   |      |  
|                                             |  |                            |       |   |                            |   |       |  
|Unrealized Losses on Securities              |  |                            | (293  | ) |                            |   | (717  | )
|                                             |  |                            |       |   |                            |   |       |  
|Comprehensive Income                         |  | $                          | 2,016 |   |                            | $ | 1,457 |  
|                                             |  |                            |       |   |                            |   |       |  

The accompanying notes are an integral part of these statements.



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Part 1 (Continued)

Item 1 (Continued)



COLONY BANKCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2006 AND
2005

(UNAUDITED)

(DOLLARS IN THOUSANDS)



|                                                                                          |  |      |         |   |      |   |         |  
|----------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                                          |  | 2006 |         |   | 2005 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                      |  |      |         |   |      |   |         |  
|                                                                                          |  |     
|Net Income                                                                                |  | $    | 2,309   |   |      | $ | 2,174   |  
|Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:         |  |      |         |   |      |   |         |  
|Depreciation                                                                              |  |      | 473     |   |      |   | 440     |  
|Provision for Loan Losses                                                                 |  |      | 922     |   |      |   | 808     |  
|Amortization and Accretion                                                                |  |      | 173     |   |      |   | 331     |  
|(Gain) Loss on Sale of Other Real Estate and Repossessions                                |  |      | 7       |   |      |   | (6      | )
|Gain on Sale of Equipment                                                                 |  |      | (1      | ) |      |   |        |  
|Increase in Cash Surrender Value of Life Insurance                                        |  |      | (48     | ) |      |   | (58     | )
|Other Prepaids, Deferrals and Accruals, Net                                               |  |      | 504     |   |      |   | 1,894   |  
|                                                                                          |  |      |         |   |      |   |         |  
|                                                                                          |  |      | 4,339   |   |      |   | 5,583   |  
|                                                                                          |  |      |         |   |      |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                      |  |      |         |   |      |   |         |  
|                                                                                          |  |     
|Federal Home Loan Bank Stock                                                              |  |      | (435    | ) |      |   | (263    | )
|Purchases of Investment Securities Available for Sale                                     |  |      | (8,946  | ) |      |   | (9,169  | )
|Proceeds from Maturities, Calls, and Paydowns of Investment Securities Available for Sale |  |      | 8,464   |   |      |   | 6,606   |  
|Interest-Bearing Deposits in Other Banks                                                  |  |      | (1,996  | ) |      |   | 778     |  
|Net Loans to Customers                                                                    |  |      | (34,937 | ) |      |   | (20,950 | )
|Purchase of Premises and Equipment                                                        |  |      | (1,080  | ) |      |   | (759    | )
|Other Real Estate and Repossessions                                                       |  |      | 192     |   |      |   | 144     |  
|Proceeds from Sale of Premises and Equipment                                              |  |      | 5       |   |      |   |        |  
|                                                                                          |  |      |         |   |      |   |         |  
|                                                                                          |  |      | (38,733 | ) |      |   | (23,613 | )
|                                                                                          |  |      |         |   |      |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                      |  |      |         |   |      |   |         |  
|                                                                                          |  |     
|Noninterest-Bearing Customer Deposits                                                     |  |      | (5,233  | ) |      |   | (3,859  | )
|Interest-Bearing Customer Deposits                                                        |  |      | 35,547  |   |      |   | (701    | )
|Federal Funds Purchased                                                                   |  |      |        |   |      |   | 1,000   |  
|Dividends Paid                                                                            |  |      | (539    | ) |      |   | (473    | )
|Proceeds from Other Borrowed Money                                                        |  |      | 11,000  |   |      |   |        |  
|Principal Payments on Other Borrowed Money                                                |  |      | (6,554  | ) |      |   | (57     | )
|                                                                                          |  |      |         |   |      |   |         |  
|                                                                                          |  |      | 34,221  |   |      |   | (4,090  | )
|                                                                                          |  |      |         |   |      |   |         |  
|Net Decrease in Cash and Cash Equivalents                                                 |  |      | (173    | ) |      |   | (22,120 | )
|Cash and Cash Equivalents at Beginning of Period                                          |  |      | 79,062  |   |      |   | 64,947  |  
|                                                                                          |  |      |         |   |      |   |         |  
|Cash and Cash Equivalents at End of Period                                                |  | $    | 78,889  |   |      | $ | 42,827  |  
|                                                                                          |  |      |         |   |      |   |         |  

The accompanying notes are an integral part of these statements.



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Part 1 (Continued)

Item 1 (Continued)



COLONY BANKCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies

Principles of Consolidation

Colony Bankcorp, Inc.
(the Company) is a multi-bank holding company located in Fitzgerald, Georgia. The consolidated financial statements include the accounts of Colony Bankcorp, Inc. and its wholly-owned subsidiaries, Colony Bank of Fitzgerald, Fitzgerald, Georgia;
Colony Bank Ashburn (which includes its wholly-owned subsidiary, Georgia First Mortgage Company), Ashburn, Georgia; Colony Bank Worth, Sylvester, Georgia; Colony Bank of Dodge County, Eastman, Georgia; Colony Bank Wilcox, Rochelle, Georgia; Colony
Bank Southeast, Broxton, Georgia; Colony Bank Quitman, FSB, Quitman, Georgia (the Banks); and Colony Management Services, Inc., Fitzgerald, Georgia. All significant intercompany accounts have been eliminated in consolidation. The accounting and
reporting policies of Colony Bankcorp, Inc. conform to generally accepted accounting principles and practices utilized in the commercial banking industry.

All dollars in notes to consolidated financial statements are rounded to the nearest thousand.

Nature of Operations

The Banks provide a full range of retail and
commercial banking services for consumers and small to medium size businesses located primarily in middle and south Georgia. Lending and investing activities are funded primarily by deposits gathered through its retail branch office network.

Use of Estimates

In preparing the financial
statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date and revenues and expenses for the period. Actual results could differ significantly from
those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of real estate acquired in connection with foreclosures or in
satisfaction of loans and the valuation of goodwill and other intangible assets.

Reclassifications

In certain instances, amounts reported in prior years consolidated financial statements have been reclassified to conform to statement presentations selected for
2006. Such reclassifications had no effect on previously reported stockholders equity or net income.

Concentrations of Credit Risk

Lending is concentrated in commercial and real estate loans to local borrowers. The Company has a high concentration of real estate loans; however,
these loans are well collateralized and, in managements opinion, do not pose an adverse credit risk. In addition, the balance of the loan portfolio is sufficiently diversified to avoid significant concentration of credit risk. Although the
Company has a diversified loan portfolio, a substantial portion of borrowers ability to honor their contracts is dependent upon the viability of the real estate economic sector.

The success of Colony is dependent, to a certain extent, upon the economic conditions in the geographic markets it serves. No assurance can be given that the current economic conditions will continue. Adverse changes
in the economic conditions in these geographic markets would likely have a material adverse effect on the Companys results of operations and financial condition. The operating results of Colony depend primarily on its net interest income.
Accordingly, operations are subject to risks and uncertainties surrounding the exposure to changes in the interest rate environment.

Accounting
Policies

The accounting and reporting policies of Colony Bankcorp, Inc. and its subsidiaries are in accordance with accounting principles generally
accepted and conform to general practices within the banking industry. The significant accounting policies followed by Colony and the methods of applying those policies are summarized hereafter.



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Part 1 (Continued)

Item 1 (Continued)



(1) Summary of Significant Accounting Policies (Continued)

Investment Securities

Investment securities are recorded under
Statement of Financial Accounting Standards (SFAS) No. 115, whereby the Company classifies its securities as trading, available for sale or held to maturity. Securities that are held principally for resale in the near term are classified as
trading. Trading securities are carried at fair value, with realized and unrealized gains and losses included in noninterest income. Securities acquired with both the intent and ability to be held to maturity are classified as held to maturity and
reported at amortized cost. All other securities not classified as trading or held to maturity are considered available for sale.

Securities available for
sale are reported at estimated fair value. Unrealized gains and losses on securities available for sale are excluded from earnings and are reported, net of deferred taxes, in accumulated other comprehensive income, a component of stockholders
equity. Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses,
management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its
investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Gains and losses from sales of securities available for sale are computed using the specific identification method. This caption includes
securities, which may be sold to meet liquidity needs arising from unanticipated deposit and loan fluctuations, changes in regulatory capital requirements, or unforeseen changes in market conditions.

Federal Home Loan Bank Stock

Investment in stock of a Federal Home
Loan Bank (FHLB) is required for every federally insured institution that utilizes its services. FHLB stock is considered restricted, as defined in SFAS No. 115; accordingly, the provisions of SFAS No. 115 are not applicable to this
investment. The FHLB stock is reported in the consolidated financial statements at cost. Dividend income is recognized when earned.

Loans

Loans that the Company has the ability and intent to hold for the foreseeable future or until maturity are recorded at their principal amount
outstanding, net of unearned interest and fees. Loan origination fees, net of certain direct origination costs, are deferred and amortized over the estimated terms of the loans using the straight-line method. Interest income on loans is recognized
using the effective interest method.

A loan is considered to be delinquent when payment have not been made according to contractual terms, typically
evidenced by nonpayment of a monthly installment by the due date.

When management believes there is sufficient doubt as to the collectibility of principal
or interest on any loan or generally when loans are 90 days or more past due, the accrual of applicable interest is discontinued and the loan is designated as nonaccrual, unless the loan is well secured and in the process of collection. Interest
payments received on nonaccrual loans are either applied against principal or reported as income, according to managements judgment as to the collectibility of principal. Loans are returned to an accrual status when factors indicating doubtful
collectibility on a timely basis no longer exist.

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the
uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.



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Part 1 (Continued)

Item 1 (Continued)



(1) Summary of Significant Accounting Policies (Continued)

Allowance for Loan Losses (Continued)

The allowance for loan losses
is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect
the borrowers ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revisions as more
information becomes available.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are
classified as either doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is
lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect
managements estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the
portfolio.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the
scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting
scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls
on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrowers prior payment record and the amount of the shortfall
in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loans effective interest rate, the loans obtainable market price
or the fair value of the collateral if the loan is collateral dependent.

Premises and Equipment

Premises and equipment are recorded at acquisition cost net of accumulated depreciation.

Depreciation is charged to operations over the estimated useful lives of the assets. The estimated useful lives and methods of depreciation are as follows:



|                        |  |               |  |                               |  | 
|----------------------- |  | ------------- |  | ----------------------------- |  | 
|Description             |  | Life in Years |  | Method                        |  | 
|Banking Premises        |  | 15-40         |  | Straight-Line and Accelerated |  | 
|Furniture and Equipment |  | 5-10          |  | Straight-Line and Accelerated |  | 

Expenditures for major renewals and betterments are capitalized. Maintenance and repairs are charged to operations
as incurred. When property and equipment are retired or sold, the cost and accumulated depreciation are removed from the respective accounts and any gain or loss is reflected in other income or expense.

Goodwill and Intangible Assets

Goodwill represents the excess of the
cost over the fair value of the net assets purchased in a business combination. Impairment testing of goodwill is performed annually or more frequently if events or circumstances indicate possible impairment. No impairment has been identified as a
result of the testing performed.



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Item 1 (Continued)



(1) Summary of Significant Accounting Policies (Continued)

Goodwill and Intangible Assets (Continued)

Intangible assets consist
of core deposit intangibles acquired in connection with a business combination. The core deposit intangible is initially recognized based on an independent valuation performed as of the consummation date. The core deposit intangible is amortized by
the straight-line method over the average remaining life of the acquired customer deposits. Amortization periods are reviewed annually in connection with the annual impairment testing of goodwill.

Transfers of Financial Assets

Transfers of financial assets are
accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of
conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before
their maturity.

Statement of Cash Flows

For reporting
cash flows, cash and cash equivalents include cash on hand, noninterest-bearing amounts due from banks and federal funds sold. Cash flows from demand deposits, NOW accounts, savings accounts, loans and certificates of deposit are reported net.

Income Taxes

The provision for income taxes is based
upon income for financial statement purposes, adjusted for nontaxable income and nondeductible expenses. Deferred income taxes have been provided when different accounting methods have been used in determining income for income tax purposes and for
financial reporting purposes. Deferred tax assets and liabilities are recognized based on future tax consequences attributable to differences arising from the financial statement carrying values of assets and liabilities and their tax bases. The
differences relate primarily to depreciable assets (use of different depreciation methods for financial statement and income tax purposes) and allowance for loan losses (use of the allowance method for financial statement purposes and the direct
write-off method for tax purposes). In the event of changes in the tax laws, deferred tax assets and liabilities are adjusted in the period of the enactment of those changes, with effects included in the income tax provision. The Company and its
subsidiaries file a consolidated federal income tax return. Each subsidiary pays its proportional share of federal income taxes to the Company based on its taxable income.

Other Real Estate

Other real estate generally represents real estate acquired through foreclosure and is initially
recorded at the lower of cost or estimated market value at the date of acquisition. Losses from the acquisition of property in full or partial satisfaction of debt are recorded as loan losses. Subsequent declines in value, routine holding costs and
gains or losses upon disposition are included in other losses.

Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on securities
available for sale, represent equity changes from economic events of the period other than transactions with owners and are not reported in the consolidated statements of income but as a separate component of the equity section of the consolidated
balance sheets. Such items are considered components of other comprehensive income. SFAS No. 130, Reporting Comprehensive Income,requires the presentation in the financial statements of net income and all items of other comprehensive
income as total comprehensive income.

Off-Balance Sheet Credit Related Financial Instruments

In the ordinary course of business, the Company has entered into commitments to extend credit, commercial letters of credit and standby letters of credit. Such financial
instruments are recorded when they are funded.



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Item 1 (Continued)



(1) Summary of Significant Accounting Policies (Continued)

Changes in Accounting Principles and Effects of New Accounting Pronouncements

In March 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 156, Accounting for Servicing of Financial Assets  an amendment of FASB Statement No. 140. SFAS No. 156 requires an entity to
recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in specific situations. Additionally, the servicing asset or servicing liability shall be
initially measured at fair value; however, an entity may elect the amortization method or fair value method for subsequent balance sheet reporting periods. SFAS No. 156 is effective as of an entitys first fiscal
year beginning after September 15, 2006. Early adoption is permitted as of the beginning of an entitys fiscal year, provided the entity has not yet issued financial statements, including interim financial statements, for any period of
that fiscal year. We do not expect the adoption of this statement to have a material impact on our financial condition, results of operations or cash flows.

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments  an amendment of FASB Statements No. 133 and 140. SFAS No. 155 simplifies accounting for certain hybrid
instruments currently governed by SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, by allowing fair value remeasurement of hybrid instruments that contain an embedded derivative that otherwise would
require bifurcation. SFAS No. 155 also eliminates the guidance in SFAS No. 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets, which provides such beneficial
interests are not subject to SFAS No. 133. SFAS No. 155 amends SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities  a Replacement of FASB Statement
No. 125, by eliminating the restriction on passive derivative instruments that a qualifying special-purpose entity may hold. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an
entitys first fiscal year that begins after September 15, 2006. We do not expect the adoption of this statement to have a material impact on our financial condition, results of operations or cash flows.



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Item 1 (Continued)



(2) Cash and Due from Banks

Components of cash and balances due from banks are as follows as of March 31, 2006 and December 31, 2005:



|                                              |  |                |        |                   |   |       
|--------------------------------------------- |  | -------------- | ------ | ----------------- | - | ------
|                                              |  | March 31, 2006 |        | December 31, 2005
|Cash on Hand and Cash Items                   |  | $              | 8,956  |                   | $ | 8,971 
|Noninterest-Bearing Deposits with Other Banks |  |                | 15,829 |                   |   | 12,635
|                                              |  |                |        |                   |   |       
|                                              |  | $              | 24,785 |                   | $ | 21,606
|                                              |  |                |        |                   |   |       

As of March 31, 2006, the Banks had required deposits of approximately $3,606 with the Federal Reserve.

(3) Investment Securities

Investment
securities as of March 31, 2006 are summarized as follows:



|                               |  |           |         |            |   |            |  |   |        |   |  |   |        
|------------------------------ |  | --------- | ------- | ---------- | - | ---------- |  | - | ------ | - |  | - | -------
|                               |  |           |         | Gross      |   | Gross      |  |   |       
|                               |  | Amortized |         | Unrealized |   | Unrealized |  |   | Fair  
|                               |  | Cost      |         | Gains      |   | Losses     |  |   | Value 
|Securities Available for Sale: |  |           |         |            |   |            |  |   |        |   |  |   |        
|U.S. Government Agencies       |  |           |         |            |   |            |  |   |        |   |  |   |        
|Mortgage Backed                |  | $         | 74,341  |            | $ | 18         |  | $ | (1,751 | ) |  | $ | 72,608 
|Other                          |  |           | 40,088  |            |   | 13         |  |   | (788   | ) |  |   | 39,313 
|State, County & Municipal      |  |           | 9,074   |            |   | 29         |  |   | (131   | ) |  |   | 8,972  
|Corporate Obligations          |  |           | 3,050   |            |   |           |  |   | (41    | ) |  |   | 3,009  
|Marketable Equity Securities   |  |           | 163     |            |   | 161        |  |   | (5     | ) |  |   | 319    
|                               |  |           |         |            |   |            |  |   |        |   |  |   |        
|                               |  | $         | 126,716 |            | $ | 221        |  | $ | (2,716 | ) |  | $ | 124,221
|                               |  |           |         |            |   |            |  |   |        |   |  |   |        
|Securities Held to Maturity:   |  |           |         |            |   |            |  |   |        |   |  |   |        
|State, County and Municipal    |  | $         | 81      |            | $ |           |  | $ |       |   |  | $ | 81     
|                               |  |           |         |            |   |            |  |   |        |   |  |   |        

The amortized cost and fair value of investment securities as of March 31, 2006, by contractual maturity, are
shown hereafter. Expected maturities will differ from contractual maturities because issuers have the right to call or prepay obligations with or without call or prepayment penalties.



|                                       |  |                    |         |                  |   |                |  |            |    |  |   |   
|-------------------------------------- |  | ------------------ | ------- | ---------------- | - | -------------- |  | ---------- | -- |  | - | --
|                                       |  | Securities        
|                                       |  | Available for Sale |         | Held to Maturity
|                                       |  | Amortized Cost     |         | Fair Value       |   | Amortized Cost |  | Fair Value
|Due in One Year or Less                |  | $                  | 3,825   |                  | $ | 3,808          |  |            |    |  |   |   
|Due After One Year Through Five Years  |  |                    | 45,298  |                  |   | 44,394         |  |            |    |  |   |   
|Due After Five Years Through Ten Years |  |                    | 3,089   |                  |   | 3,092          |  | $          | 81 |  | $ | 81
|                                       |  |                    |         |                  |   |                |  |            |    |  |   |   
|                                       |  |                    | 52,212  |                  |   | 51,294         |  |            | 81 |  |   | 81
|                                       |  |                    |         |                 
|Mortgage Backed Securities             |  |                    | 74,341  |                  |   | 72,608         |  |            |   |  |   |  
|Marketable Equity Securities           |  |                    | 163     |                  |   | 319            |  |            |   |  |   |  
|                                       |  |                    |         |                  |   |                |  |            |    |  |   |   
|                                       |  | $                  | 126,716 |                  | $ | 124,221        |  | $          | 81 |  | $ | 81
|                                       |  |                    |         |                  |   |                |  |            |    |  |   |   



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Item 1 (Continued)



(3) Investment Securities (Continued)

Investment securities as of December 31, 2005 are summarized as follows:



|                               |  |           |         |            |   |            |  |   |        |   |  |   |        
|------------------------------ |  | --------- | ------- | ---------- | - | ---------- |  | - | ------ | - |  | - | -------
|                               |  |           |         | Gross      |   | Gross      |  |   |       
|                               |  | Amortized |         | Unrealized |   | Unrealized |  |   | Fair  
|                               |  | Cost      |         | Gains      |   | Losses     |  |   | Value 
|Securities Available for Sale: |  |           |         |            |   |            |  |   |        |   |  |   |        
|U.S. Government Agencies       |  |           |         |            |   |            |  |   |        |   |  |   |        
|Mortgage Backed                |  | $         | 74,811  |            | $ | 22         |  | $ | (1,545 | ) |  | $ | 73,288 
|Other                          |  |           | 39,073  |            |   | 23         |  |   | (651   | ) |  |   | 38,445 
|State, County & Municipal      |  |           | 9,187   |            |   | 51         |  |   | (47    | ) |  |   | 9,191  
|Corporate Obligations          |  |           | 3,062   |            |   |           |  |   | (39    | ) |  |   | 3,023  
|Marketable Equity Securities   |  |           | 163     |            |   | 151        |  |   | (14    | ) |  |   | 300    
|                               |  |           |         |            |   |            |  |   |        |   |  |   |        
|                               |  | $         | 126,296 |            | $ | 247        |  | $ | (2,296 | ) |  | $ | 124,247
|                               |  |           |         |            |   |            |  |   |        |   |  |   |        
|Securities Held to Maturity:   |  |           |         |            |   |            |  |   |        |   |  |   |        
|State, County and Municipal    |  | $         | 79      |            | $ |           |  | $ |       |   |  | $ | 79     
|                               |  |           |         |            |   |            |  |   |        |   |  |   |        

There were no proceeds from sales of investments available for sale during first quarter 2006 or first quarter
2005.

Investment securities having a carry value approximating $66,451 and $63,487 as of March 31, 2006 and December 31, 2005, respectively,
were pledged to secure public deposits and for other purposes.

Information pertaining to securities with gross unrealized losses at March 31, 2006
and December 31, 2005 aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:



|                             |  |                     |        |                       |                      |        |           |       |                       |        |  |            |        |                       |  |   |         |  |   |        |  
|---------------------------- |  | ------------------- | ------ | --------------------- | -------------------- | ------ | --------- | ----- | --------------------- | ------ |  | ---------- | ------ | --------------------- |  | - | ------- |  | - | ------ | -
|                             |  | Less Than 12 Months |        |                       | 12 Months or Greater |        |           | Total |                      
|                             |  | FairValue           |        | GrossUnrealizedLosses |                      |        | FairValue |       | GrossUnrealizedLosses |        |  | Fair Value |        | GrossUnrealizedLosses | 
|March 31, 2006               |  |                     |        |                       |                      |        |           |       |                       |        |  |            |        |                       |  |   |         |  |   |        |  
|U.S. Government Agencies     |  |                     |        |                       |                      |        |           |       |                       |        |  |            |        |                       |  |   |         |  |   |        |  
|Mortgage Backed              |  | $                   | 32,722 |                       | $                    | (607   | )         |       | $                     | 35,175 |  | $          | (1,144 | )                     |  | $ | 67,897  |  | $ | (1,751 | )
|Other                        |  |                     | 20,225 |                       |                      | (324   | )         |       |                       | 16,133 |  |            | (464   | )                     |  |   | 36,358  |  |   | (788   | )
|State, County and Municipal  |  |                     | 4,156  |                       |                      | (93    | )         |       |                       | 1,749  |  |            | (38    | )                     |  |   | 5,905   |  |   | (131   | )
|Corporate Obligations        |  |                     | 505    |                       |                      | (8     | )         |       |                       | 1,500  |  |            | (33    | )                     |  |   | 2,005   |  |   | (41    | )
|Marketable Equity Securities |  |                     |       |                       |                      |       |           |       |                       | 55     |  |            | (5     | )                     |  |   | 55      |  |   | (5     | )
|                             |  |                     |        |                       |                      |        |           |       |                       |        |  |            |        |                       |  |   |         |  |   |        |  
|                             |  | $                   | 57,608 |                       | $                    | (1,032 | )         |       | $                     | 54,612 |  | $          | (1,684 | )                     |  | $ | 112,220 |  | $ | (2,716 | )
|                             |  |                     |        |                       |                      |        |           |       |                       |        |  |            |        |                       |  |   |         |  |   |        |  
|December 31, 2005            |  |                     |        |                       |                      |        |           |       |                       |        |  |            |        |                       |  |   |         |  |   |        |  
|U.S. Government Agencies     |  |                     |        |                       |                      |        |           |       |                       |        |  |            |        |                       |  |   |         |  |   |        |  
|Mortgage Backed              |  | $                   | 28,900 |                       | $                    | (409   | )         |       | $                     | 37,482 |  | $          | (1,137 | )                     |  | $ | 66,382  |  | $ | (1,546 | )
|Other                        |  |                     | 20,677 |                       |                      | (337   | )         |       |                       | 11,305 |  |            | (314   | )                     |  |   | 31,982  |  |   | (651   | )
|State, County and Municipal  |  |                     | 4,041  |                       |                      | (33    | )         |       |                       | 406    |  |            | (14    | )                     |  |   | 4,447   |  |   | (47    | )
|Corporate Obligations        |  |                     | 1,002  |                       |                      | (20    | )         |       |                       | 1,016  |  |            | (18    | )                     |  |   | 2,018   |  |   | (38    | )
|Marketable Equity Securities |  |                     | 47     |                       |                      | (14    | )         |       |                       |       |  |            |       |                       |  |   | 47      |  |   | (14    | )
|                             |  |                     |        |                       |                      |        |           |       |                       |        |  |            |        |                       |  |   |         |  |   |        |  
|                             |  | $                   | 54,667 |                       | $                    | (813   | )         |       | $                     | 50,209 |  | $          | (1,483 | )                     |  | $ | 104,876 |  | $ | (2,296 | )
|                             |  |                     |        |                       |                      |        |           |       |                       |        |  |            |        |                       |  |   |         |  |   |        |  

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more
frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of
the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.



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Part 1 (Continued)

Item 1 (Continued)



(3) Investment Securities (Continued)

At March 31, 2006, the debt securities with unrealized losses have depreciated 2.36 percent from the Companys amortized cost basis. These securities are guaranteed by either U.S. Government or other
governments. These unrealized losses relate principally to current interest rates for similar type of securities. In analyzing an issuers financial condition, management considers whether the securities are issued by the federal government or
its agencies, whether downgrades by bond rating agencies have occurred and the results of reviews of the issuers financial condition. As management has the ability to hold debt securities until maturity, or for the foreseeable future if
classified as available-for-sale, no declines are deemed to be other-than-temporary.

(4) Loans

The composition of loans as of March 31, 2006 and December 31, 2005 was as follows:



|                                       |  |                |         |                   |   |        
|-------------------------------------- |  | -------------- | ------- | ----------------- | - | -------
|                                       |  | March 31, 2006 |         | December 31, 2005
|Commercial, Financial and Agricultural |  | $              | 60,902  |                   | $ | 48,849 
|Real Estate  Construction             |  |                | 171,825 |                   |   | 152,944
|Real Estate  Farmland                 |  |                | 40,452  |                   |   | 37,152 
|Real Estate  Other                    |  |                | 529,228 |                   |   | 529,599
|Installment Loans to Individuals       |  |                | 73,950  |                   |   | 73,473 
|All Other Loans                        |  |                | 16,743  |                   |   | 17,100 
|                                       |  |                |         |                   |   |        
|                                       |  | $              | 893,100 |                   | $ | 859,117
|                                       |  |                |         |                   |   |        

Nonaccrual loans are loans for which principal and interest are doubtful of collection in accordance with original
loan terms and for which accruals of interest have been discontinued due to payment delinquency. Nonaccrual loans totaled $8,800 and $8,579 as of March 31, 2006 and December 31, 2005, respectively and total recorded investment in loans
past due 90 days or more and still accruing interest approximated $14 and $14, respectively.

(5) Allowance for Loan Losses

Transactions in the allowance for loan losses are summarized below for three months ended March 31, 2006 and March 31, 2005 as follows:



|                                        |  |                |        |   |                |   |        |  
|--------------------------------------- |  | -------------- | ------ | - | -------------- | - | ------ | -
|                                        |  | March 31, 2006 |        |   | March 31, 2005 |  
|Balance, Beginning                      |  | $              | 10,762 |   |                | $ | 10,012 |  
|Provision Charged to Operating Expenses |  |                | 922    |   |                |   | 808    |  
|Loans Charged Off                       |  |                | (1,064 | ) |                |   | (687   | )
|Loan Recoveries                         |  |                | 140    |   |                |   | 38     |  
|                                        |  |                |        |   |                |   |        |  
|Balance, Ending                         |  | $              | 10,760 |   |                | $ | 10,171 |  
|                                        |  |                |        |   |                |   |        |  

(6) Premises and Equipment

Premises and equipment are comprised of the following as of March 31, 2006 and December 31, 2005:



|                                  |  |                |         |   |                   |   |         |  
|--------------------------------- |  | -------------- | ------- | - | ----------------- | - | ------- | -
|                                  |  | March 31, 2006 |         |   | December 31, 2005 |  
|Land                              |  | $              | 6,144   |   |                   | $ | 6,094   |  
|Building                          |  |                | 19,617  |   |                   |   | 18,687  |  
|Furniture, Fixtures and Equipment |  |                | 11,886  |   |                   |   | 11,547  |  
|Leasehold Improvements            |  |                | 982     |   |                   |   | 966     |  
|Construction in Progress          |  |                | 814     |   |                   |   | 1,076   |  
|                                  |  |                |         |   |                   |   |         |  
|                                  |  |                | 39,443  |   |                   |   | 38,370  |  
|                                  |  |               
|Accumulated Depreciation          |  |                | (13,163 | ) |                   |   | (12,694 | )
|                                  |  |                |         |   |                   |   |         |  
|                                  |  | $              | 26,280  |   |                   | $ | 25,676  |  
|                                  |  |                |         |   |                   |   |         |  



16



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##### Table of Contents

Part 1 (Continued)

Item 1 (Continued)



(6) Premises and Equipment (Continued)

Depreciation charged to operations totaled $473 and $440 for March 31, 2006 and March 31, 2005, respectively.

Certain Company facilities and equipment are leased under various operating leases. Rental expense approximated $83 and $94 for three months ended March 31, 2006 and March 31, 2005, respectively.

(7) Goodwill and Intangible Assets

The following is an
analysis of the goodwill and core deposit intangible asset activity for the three months ended March 31, 2006 and March 31, 2005:



|                             |  |                                  |       |   |                                  |   |       |  
|---------------------------- |  | -------------------------------- | ----- | - | -------------------------------- | - | ----- | -
|                             |  | Three Months EndedMarch 31, 2006 |       |   | Three Months EndedMarch 31, 2005 |  
|Goodwill                     |  |                                  |       |   |                                  |   |       |  
|Balance, Beginning           |  | $                                | 2,412 |   |                                  | $ | 2,412 |  
|Goodwill Acquired            |  |                                  |      |   |                                  |   |      |  
|                             |  |                                  |       |   |                                  |   |       |  
|Balance, Ending              |  | $                                | 2,412 |   |                                  | $ | 2,412 |  
|                             |  |                                  |       |   |                                  |   |       |  
|Net Core Deposit, Intangible |  |                                  |       |   |                                  |   |       |  
|Balance, Beginning           |  | $                                | 520   |   |                                  | $ | 634   |  
|Amortization Expense         |  |                                  | (25   | ) |                                  |   | (38   | )
|                             |  |                                  |       |   |                                  |   |       |  
|Balance, Ending              |  | $                                | 495   |   |                                  | $ | 596   |  
|                             |  |                                  |       |   |                                  |   |       |  

The following table reflects the expected amortization for the core deposit intangible at March 31, 2006:



|                    |  |   |    
|------------------- |  | - | ---
|2006                |  | $ | 56 
|2007                |  |   | 36 
|2008                |  |   | 36 
|2009                |  |   | 36 
|2010 and thereafter |  |   | 331
|                    |  |   |    
|                    |  | $ | 495
|                    |  |   |    

(8) Income Taxes

The Company records income taxes under SFAS No. 109, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets
and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for
the period plus or minus the change during the period in deferred tax assets and liabilities.

(9) Deposits

The aggregate amount of overdrawn deposit accounts reclassified as loan balances totaled $677 and $594 as of March 31, 2006 and December 31, 2005.

Components of interest-bearing deposits as of March 31, 2006 and December 31, 2005 are as follows:



|                        |  |                |         |                   |   |        
|----------------------- |  | -------------- | ------- | ----------------- | - | -------
|                        |  | March 31, 2006 |         | December 31, 2005
|Interest-Bearing Demand |  | $              | 181,882 |                   | $ | 187,736
|Savings                 |  |                | 37,973  |                   |   | 35,245 
|Time, $100,000 and Over |  |                | 320,237 |                   |   | 283,583
|Other Time              |  |                | 361,035 |                   |   | 359,023
|                        |  |                |         |                   |   |        
|                        |  | $              | 901,127 |                   | $ | 865,587
|                        |  |                |         |                   |   |        



17



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##### Table of Contents

Part 1 (Continued)

Item 1 (Continued)



(9) Deposits (Continued)

At March 31, 2006 and December 31, 2005, the Company had brokered deposits of $75,345 and $45,729 respectively. The aggregate amount of short-term jumbo certificates of deposit, each with a minimum
denomination of $100,000 was approximately $257,870 and $234,307 as of March 31, 2006 and December 31, 2005, respectively.

As of March 31,
2006 and December 31, 2005, the scheduled maturities of certificates of deposits are as follows:



|                     |  |                |         |                   |   |        
|-------------------- |  | -------------- | ------- | ----------------- | - | -------
|Maturity             |  | March 31, 2006 |         | December 31, 2005
|One Year and Under   |  | $              | 566,852 |                   | $ | 543,311
|One to Three Years   |  |                | 88,103  |                   |   | 74,215 
|Three Years and Over |  |                | 26,317  |                   |   | 25,080 
|                     |  |                |         |                   |   |        
|                     |  | $              | 681,272 |                   | $ | 642,606
|                     |  |                |         |                   |   |        

(10) Other Borrowed Money

Other borrowed money at March 31, 2006 and December 31, 2005 is summarized as follows:



|                                |  |                |        |                   |   |       
|------------------------------- |  | -------------- | ------ | ----------------- | - | ------
|                                |  | March 31, 2006 |        | December 31, 2005
|Federal Home Loan Bank Advances |  | $              | 72,000 |                   | $ | 67,500
|The Bankers Bank Note Payable  |  |                | 2,500  |                   |   | 2,500 
|The Bankers Bank Note Payable  |  |                | 172    |                   |   | 226   
|                                |  |                |        |                   |   |       
|                                |  | $              | 74,672 |                   | $ | 70,226
|                                |  |                |        |                   |   |       

Advances from the Federal Home Loan Bank (FHLB) have maturities ranging from 2006 to 2013 and interest rates
ranging from 2.74 percent to 5.93 percent. Under the Blanket Agreement for Advances and Security Agreement with the FHLB, residential first mortgage loans and cash balances held by the FHLB are pledged as collateral for the FHLB advances
outstanding. At March 31, 2006, the Company had available line of credit commitments totaling $103,498, of which $31,498 was available.

The
Bankers Bank note payable originated on May 27, 2005 for $1,500. On December 20, 2005, the original $1,500 was renewed into a new note with an additional $1,000 advanced at an interest rate of The Wall Street Prime minus 0.75
percent. Interest payments are due quarterly with the entire unpaid balance due May 27, 2006. The loan is collateralized by a negative pledge of Colony Bank Wilcox stock.

The Bankers Bank note payable was renewed on January 7, 2003 for $1,113 at a rate of the Wall Street Prime minus one half percent. Payments are due monthly with the entire unpaid balance due January 7,
2007. The debt is secured by all furniture, fixtures, machinery, equipment and software of Colony Management Services, Inc. Colony Bankcorp, Inc. guarantees the debt.

The aggregate stated maturities of other borrowed money at March 31, 2006 are as follows:



|                    |  |        |       
|------------------- |  | ------ | ------
|Year                |  | Amount
|2006                |  | $      | 22,153
|2007                |  |        | 6,019 
|2008                |  |        | 9,500 
|2009                |  |        |      
|2010 and Thereafter |  |        | 37,000
|                    |  |        |       
|                    |  | $      | 74,672
|                    |  |        |       

(11) Subordinated Debentures (Trust Preferred Securities)

During the first quarter of 2002, the Company formed a subsidiary whose sole purpose was to issue $9,000 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 March 31, 2006, the floating-rate securities had a 8.56 percent interest rate, which will
reset quarterly at the three-month LIBOR rate plus 3.60 percent.



18



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##### Table of Contents

Part 1 (Continued)

Item 1 (Continued)



(11) Subordinated Debentures (Trust Preferred Securities) (Continued)

During the fourth quarter of 2002, the Company formed a second subsidiary whose sole purpose was to issue $5,000 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 March 31, 2006 the floating-rate securities had a 8.21 percent interest rate, which will
reset quarterly at the three-month LIBOR rate plus 3.25 percent.

During the second quarter of 2004, the Company formed a third subsidiary whose sole
purpose was to issue $4,500 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
March 31, 2006, the floating rate securities had a 7.60 percent interest rate, which will reset quarterly at the three-month LIBOR rate plus 2.68 percent.

The Trust Preferred Securities are recorded as subordinated debentures on the consolidated balance sheets, but subject to certain limitations, qualify as Tier 1 Capital for regulatory capital purposes. The proceeds from the offering were
used to fund the cash portion of the Quitman acquisition, payoff holding company debt, and inject capital into bank subsidiaries.

On March 23, 2006,
the Company entered into an agreement with SunTrust Capital Markets, Inc. to issue $5,000,000 in Trust Preferred Securities. The Trust Preferred Securities have a maturity of 30 years and are redeemable after five years with certain exceptions. The
anticipated closing is April 13, 2006.

(12) Restricted Stock  Unearned Compensation

In 1999, the board of director of Colony Bankcorp, Inc. adopted a restricted stock grant plan which awards certain executive officers common shares of the Company. The
maximum number of shares (split-adjusted) which may be subject to restricted stock awards is 64,701. During 2000  2006, 72,928 split-adjusted shares were issued under this plan and since the plans inception, 11,102 shares have been
forfeited; thus, remaining shares which may be subject to restricted stock awards are 2,875 at March 31, 2006. 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 three years (the restriction period.)

In April 2004, the stockholders
of Colony Bankcorp, Inc. 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 (split-adjusted) is 143,500. During
2006, 6,855 shares were issued under this plan and since the plans inception 500 shares have been forfeited, thus remaining shares which may be subject to restricted stock awards are 137,145 at March 31, 2006. 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 three years (the restriction period).

(13) Profit Sharing Plan

The Company has a profit sharing
plan that covers substantially all employees who meet certain age and service requirements. It is the Companys policy to make contributions to the plan as approved annually by the board of directors. The total provision for contributions to
the plan was $558 for 2005, $479 for 2004 and $476 for 2003.

(14) Commitments and Contingencies

Credit-Related Financial Instruments.The Company is a party to credit related financial instruments with off-balance sheet risk in the normal course of business
to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and commercial letters of credit. Such commitments involve, to varying degrees, elements of credit and interest
rate risk in excess of the amount recognized in the consolidated balance sheets.

The Companys exposure to credit loss is represented by the
contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance sheet instruments.



19



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##### Table of Contents

Part 1 (Continued)

Item 1 (Continued)



(14) Commitments and Contingencies (Continued)

At March 31, 2006 and December 31, 2005 the following financial instruments were outstanding whose contract amounts represent credit risk:



|                             |  |                 |         |                   |   |        
|---------------------------- |  | --------------- | ------- | ----------------- | - | -------
|                             |  | Contract Amount
|                             |  | March 31, 2006  |         | December 31, 2005
|Loan Commitments             |  | $               | 109,892 |                   | $ | 112,056
|Standby Letters of Credit    |  |                 | 3,107   |                   |   | 2,572  
|Performance Letter of Credit |  |                 | 364     |                   |   | 472    

Commitments to extend credit are agreements 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. The commitments for equity lines of credit may expire without being drawn upon. Therefore, the
total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on managements credit evaluation of the customer.

Unfunded commitments under commercial lines of credit, revolving credit lines and overdraft protection agreements are commitments for possible future extensions of
credit to existing customers. These lines of credit are uncollateralized and usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Company is committed.

Standby and performance letters of credit are conditional lending commitments issue by the Company to guarantee the performance of a customer to a third party. Those
letters of credit are primarily issued to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the
same as that involved in extending loan facilities to customers.

Purchase Commitments. As of March 31, 2006, the Company had an outstanding
commitment of approximately $886 to construct and furnish an office in Columbus. As of March 31, 2006, the Company has paid $757 toward construction in progress.

Legal Contingencies. In the ordinary course of business, there are various legal proceedings pending against Colony and its subsidiaries. The aggregate liabilities, if any, arising from such proceedings would
not, in the opinion of management, have a material adverse effect on Colonys consolidated financial position.

(15) Deferred Compensation Plan

Two of the Bank subsidiaries have deferred compensation plans covering directors choosing to participate through individual deferred compensation
contracts. In accordance with terms of the contracts, the Banks are committed to pay the directors deferred compensation over a specified number of years, beginning at age 65. In the event of a directors death before age 65, payments are made
to the directors named beneficiary over a specified number of years, beginning on the first day of the month following the death of the director.

Liabilities accrued under the plans totaled $1,104 and $1,114 as of March 31, 2006 and December 31, 2005, respectively. Benefit payments under the contracts were $46 and $42 for the three month period ended March 31, 2006 and
March 31, 2005, respectively. Provisions charged to operations totaled $36 and $224 for the three month period ended March 31, 2006 and March 31, 2005, respectively.

Fee income recognized with deferred compensation plans totaled $48 and $221 for three month period ended March 31, 2006 and March 31, 2005, respectively.

(16) Regulatory Capital Matters

The Company is subject to
various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and, possibly, additional discretionary actions by regulators that, if undertaken, could
have a direct material effect on the Companys consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve



20



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##### Table of Contents

Part 1 (Continued)

Item 1 (Continued)



(16) Regulatory Capital Matters (Continued)

quantitative measures of the Companys assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The
Companys capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. The amounts
and ratios as defined in regulations are presented hereafter. Management believes, as of March 31, 2006, the Company meets all capital adequacy requirements to which it is subject under the regulatory framework for prompt corrective action. In
the opinion of management, there are no conditions or events since prior notification of capital adequacy from the regulators that have changed the institutions category.

The following table summarizes regulatory capital information as of March 31, 2006 and December 31, 2005 on a consolidated basis and for each significant subsidiary, as defined.



|                                       |  |        |        |       |                              |   |        |                                                                |        |  |      |        |  |       |        |  |       |  
|-------------------------------------- |  | ------ | ------ | ----- | ---------------------------- | - | ------ | -------------------------------------------------------------- | ------ |  | ---- | ------ |  | ----- | ------ |  | ----- | -
|                                       |  | Actual |        |       | For CapitalAdequacy Purposes |   |        | To Be Well CapitalizedUnder Prompt CorrectiveAction Provisions |       
|                                       |  | Amount |        | Ratio |                              |   | Amount |                                                                | Ratio  |  |      | Amount |  | Ratio |       
|As of March 31, 2006                   |  |        |        |       |                              |   |        |                                                                |        |  |      |        |  |       |        |  |       |  
|                                       |  |        |        |       |                              |  
|Total Capital to Risk-Weighted Assets  |  |        |        |       |                              |   |        |                                                                |        |  |      |        |  |       |        |  |       |  
|Consolidated                           |  | $      | 97,694 |       | 10.85                        | % |        | $                                                              | 72,055 |  | 8.00 | %      |  | $     | 90,068 |  | 10.00 | %
|Fitzgerald                             |  |        | 16,940 |       | 10.79                        |   |        |                                                                | 12,562 |  | 8.00 |        |  |       | 15,703 |  | 10.00 |  
|Ashburn                                |  |        | 27,809 |       | 10.92                        |   |        |                                                                | 20,381 |  | 8.00 |        |  |       | 25,476 |  | 10.00 |  
|Worth                                  |  |        | 13,680 |       | 10.63                        |   |        |                                                                | 10,295 |  | 8.00 |        |  |       | 12,868 |  | 10.00 |  
|Southeast                              |  |        | 16,637 |       | 10.17                        |   |        |                                                                | 13,089 |  | 8.00 |        |  |       | 16,361 |  | 10.00 |  
|Quitman                                |  |        | 11,524 |       | 11.70                        |   |        |                                                                | 7,881  |  | 8.00 |        |  |       | 9,851  |  | 10.00 |  
|                                       |  |        |        |       |                              |  
|Tier 1 Capital to Risk-Weighted Assets |  |        |        |       |                              |   |        |                                                                |        |  |      |        |  |       |        |  |       |  
|Consolidated                           |  | $      | 86,864 |       | 9.64                         | % |        | $                                                              | 36,027 |  | 4.00 | %      |  | $     | 54,041 |  | 6.00  | %
|Fitzgerald                             |  |        | 15,014 |       | 9.56                         |   |        |                                                                | 6,281  |  | 4.00 |        |  |       | 9,422  |  | 6.00  |  
|Ashburn                                |  |        | 24,931 |       | 9.79                         |   |        |                                                                | 10,190 |  | 4.00 |        |  |       | 15,285 |  | 6.00  |  
|Worth                                  |  |        | 12,069 |       | 9.38                         |   |        |                                                                | 5,147  |  | 4.00 |        |  |       | 7,721  |  | 6.00  |  
|Southeast                              |  |        | 15,092 |       | 9.22                         |   |        |                                                                | 6,544  |  | 4.00 |        |  |       | 9,816  |  | 6.00  |  
|Quitman                                |  |        | 10,342 |       | 10.50                        |   |        |                                                                | 3,940  |  | 4.00 |        |  |       | 5,911  |  | 6.00  |  
|                                       |  |        |        |       |                              |  
|Tier 1 Capital to Average Assets       |  |        |        |       |                              |   |        |                                                                |        |  |      |        |  |       |        |  |       |  
|Consolidated                           |  | $      | 86,864 |       | 7.83                         | % |        | $                                                              | 44,357 |  | 4.00 | %      |  | $     | 55,446 |  | 5.00  | %
|Fitzgerald                             |  |        | 15,014 |       | 7.98                         |   |        |                                                                | 7,527  |  | 4.00 |        |  |       | 9,409  |  | 5.00  |  
|Ashburn                                |  |        | 24,931 |       | 7.73                         |   |        |                                                                | 12,893 |  | 4.00 |        |  |       | 16,116 |  | 5.00  |  
|Worth                                  |  |        | 12,069 |       | 7.24                         |   |        |                                                                | 6,664  |  | 4.00 |        |  |       | 8,330  |  | 5.00  |  
|Southeast                              |  |        | 15,092 |       | 8.61                         |   |        |                                                                | 7,010  |  | 4.00 |        |  |       | 8,762  |  | 5.00  |  
|Quitman                                |  |        | 10,342 |       | 7.65                         |   |        |                                                                | 5,407  |  | 4.00 |        |  |       | 6,760  |  | 5.00  |  



21



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##### Table of Contents

Part 1 (Continued)

Item 1 (Continued)



(16) Regulatory Capital Matters (Continued)



|                                       |  |        |        |       |                              |   |        |                                                                |        |  |      |        |  |       |        |  |       |  
|-------------------------------------- |  | ------ | ------ | ----- | ---------------------------- | - | ------ | -------------------------------------------------------------- | ------ |  | ---- | ------ |  | ----- | ------ |  | ----- | -
|                                       |  | Actual |        |       | For CapitalAdequacy Purposes |   |        | To Be Well CapitalizedUnder Prompt CorrectiveAction Provisions |       
|                                       |  | Amount |        | Ratio |                              |   | Amount |                                                                | Ratio  |  |      | Amount |  | Ratio |       
|As of December 31, 2005                |  |        |        |       |                              |   |        |                                                                |        |  |      |        |  |       |        |  |       |  
|Total Capital to Risk-Weighted Assets  |  |        |        |       |                              |   |        |                                                                |        |  |      |        |  |       |        |  |       |  
|Consolidated                           |  | $      | 95,873 |       | 11.02                        | % |        | $                                                              | 69,600 |  | 8.00 | %      |  | $     | 87,000 |  | 10.00 | %
|Fitzgerald                             |  |        | 16,801 |       | 11.34                        |   |        |                                                                | 11,849 |  | 8.00 |        |  |       | 14,811 |  | 10.00 |  
|Ashburn                                |  |        | 28,183 |       | 11.07                        |   |        |                                                                | 20,363 |  | 8.00 |        |  |       | 25,454 |  | 10.00 |  
|Worth                                  |  |        | 13,718 |       | 10.48                        |   |        |                                                                | 10,475 |  | 8.00 |        |  |       | 13,094 |  | 10.00 |  
|Southeast                              |  |        | 15,025 |       | 10.30                        |   |        |                                                                | 11,665 |  | 8.00 |        |  |       | 14,581 |  | 10.00 |  
|Quitman                                |  |        | 11,237 |       | 12.15                        |   |        |                                                                | 7,397  |  | 8.00 |        |  |       | 9,246  |  | 10.00 |  
|                                       |  |        |        |       |                              |  
|Tier 1 Capital to Risk-Weighted Assets |  |        |        |       |                              |   |        |                                                                |        |  |      |        |  |       |        |  |       |  
|Consolidated                           |  | $      | 85,049 |       | 9.78                         | % |        | $                                                              | 34,800 |  | 4.00 | %      |  | $     | 52,200 |  | 6.00  | %
|Fitzgerald                             |  |        | 14,998 |       | 10.12                        |   |        |                                                                | 5,924  |  | 4.00 |        |  |       | 8,887  |  | 6.00  |  
|Ashburn                                |  |        | 24,999 |       | 9.82                         |   |        |                                                                | 10,181 |  | 4.00 |        |  |       | 15,272 |  | 6.00  |  
|Worth                                  |  |        | 12,079 |       | 9.22                         |   |        |                                                                | 5,238  |  | 4.00 |        |  |       | 7,856  |  | 6.00  |  
|Southeast                              |  |        | 13,687 |       | 9.39                         |   |        |                                                                | 5,833  |  | 4.00 |        |  |       | 8,749  |  | 6.00  |  
|Quitman                                |  |        | 10,164 |       | 10.99                        |   |        |                                                                | 3,698  |  | 4.00 |        |  |       | 5,548  |  | 6.00  |  
|                                       |  |        |        |       |                              |  
|Tier 1 Capital to Average Assets       |  |        |        |       |                              |   |        |                                                                |        |  |      |        |  |       |        |  |       |  
|Consolidated                           |  | $      | 85,049 |       | 7.77                         | % |        | $                                                              | 43,768 |  | 4.00 | %      |  | $     | 54,710 |  | 5.00  | %
|Fitzgerald                             |  |        | 14,988 |       | 8.03                         |   |        |                                                                | 7,463  |  | 4.00 |        |  |       | 9,329  |  | 5.00  |  
|Ashburn                                |  |        | 24,999 |       | 7.60                         |   |        |                                                                | 13,162 |  | 4.00 |        |  |       | 16,452 |  | 5.00  |  
|Worth                                  |  |        | 12,079 |       | 7.25                         |   |        |                                                                | 6,668  |  | 4.00 |        |  |       | 8,335  |  | 5.00  |  
|Southeast                              |  |        | 13,687 |       | 8.36                         |   |        |                                                                | 6,551  |  | 4.00 |        |  |       | 8,188  |  | 5.00  |  
|Quitman                                |  |        | 10,164 |       | 8.06                         |   |        |                                                                | 5,044  |  | 4.00 |        |  |       | 6,305  |  | 5.00  |  



22



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##### Table of Contents

Part 1 (Continued)

Item 1 (Continued)



(17) Financial Information of Colony Bankcorp, Inc. (Parent Only)

The parent companys balance sheets as of March 31, 2006 and December 31, 2005 and the related statements of income and comprehensive income and cash flows
are as follows:

COLONY BANKCORP, INC. (PARENT ONLY)

BALANCE SHEETS

MARCH 31, 2006 AND DECEMBER 31, 2005



|                                                                                                                                                                 |  |                |        |   |                   |   |        |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------ | - | ----------------- | - | ------ | -
|                                                                                                                                                                 |  | March 31, 2006 |        |   | December 31, 2005 |  
|                                                                                                                                                                 |  | (Unaudited)    |        |   |                   |  
|ASSETS                                                                                                                                                           |  |                |        |   |                   |   |        |  
|                                                                                                                                                                 |  |               
|Cash                                                                                                                                                             |  | $              | 232    |   |                   | $ | 229    |  
|Premises and Equipment, Net                                                                                                                                      |  |                | 1,288  |   |                   |   | 1,285  |  
|Investment in Subsidiaries, at Equity                                                                                                                            |  |                | 89,485 |   |                   |   | 88,376 |  
|Other                                                                                                                                                            |  |                | 1,044  |   |                   |   | 788    |  
|                                                                                                                                                                 |  |                |        |   |                   |   |        |  
|Totals Assets                                                                                                                                                    |  | $              | 92,049 |   |                   | $ | 90,678 |  
|                                                                                                                                                                 |  |                |        |   |                   |   |        |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                             |  |                |        |   |                   |   |        |  
|Liabilities                                                                                                                                                      |  |                |        |   |                   |   |        |  
|Dividends Payable                                                                                                                                                |  | $              | 557    |   |                   | $ | 538    |  
|Other                                                                                                                                                            |  |                | 293    |   |                   |   | 438    |  
|                                                                                                                                                                 |  |                |        |   |                   |   |        |  
|                                                                                                                                                                 |  |                | 850    |   |                   |   | 976    |  
|                                                                                                                                                                 |  |                |        |   |                   |   |        |  
|Other Borrowed Money                                                                                                                                             |  |                | 2,500  |   |                   |   | 2,500  |  
|                                                                                                                                                                 |  |                |        |   |                   |   |        |  
|Subordinated Debt                                                                                                                                                |  |                | 19,074 |   |                   |   | 19,074 |  
|                                                                                                                                                                 |  |                |        |   |                   |   |        |  
|Stockholders Equity                                                                                                                                             |  |                |        |   |                   |   |        |  
|Common Stock, Par Value $1 a Share; Authorized 20,000,000 Shares, Issued 7,190,735 and 7,181,320 Shares as of March 31, 2006 and
December 31, 2005, Respectively |  |                | 7,191  |   |                   |   | 7,181  |  
|Paid-In Capital                                                                                                                                                  |  |                | 24,215 |   |                   |   | 24,000 |  
|Retained Earnings                                                                                                                                                |  |                | 40,353 |   |                   |   | 38,602 |  
|Restricted Stock - Unearned Compensation                                                                                                                         |  |                | (488   | ) |                   |   | (302   | )
|Accumulated Other Comprehensive Loss, Net of Tax                                                                                                                 |  |                | (1,646 | ) |                   |   | (1,353 | )
|                                                                                                                                                                 |  |                |        |   |                   |   |        |  
|                                                                                                                                                                 |  |                | 69,625 |   |                   |   | 68,128 |  
|                                                                                                                                                                 |  |                |        |   |                   |   |        |  
|Total Liabilities and Stockholders Equity                                                                                                                       |  | $              | 92,049 |   |                   | $ | 90,678 |  
|                                                                                                                                                                 |  |                |        |   |                   |   |        |  



23



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##### Table of Contents

Part 1 (Continued)

Item 1 (Continued)



(17) Financial Information of Colony Bankcorp, Inc. (Parent Only) (Continued)

COLONY BANKCORP, INC. (PARENT ONLY)

STATEMENT OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND MARCH 31, 2005

(UNAUDITED)



|                                                                         |  |                |       |   |                |   |       |  
|------------------------------------------------------------------------ |  | -------------- | ----- | - | -------------- | - | ----- | -
|                                                                         |  | MARCH 31, 2006 |       |   | MARCH 31, 2005 |  
|Income                                                                   |  |                |       |   |                |   |       |  
|Dividends from Subsidiaries                                              |  | $              | 2,511 |   |                | $ | 1,064 |  
|Other                                                                    |  |                | 25    |   |                |   | 18    |  
|                                                                         |  |                |       |   |                |   |       |  
|                                                                         |  |                | 2,536 |   |                |   | 1,082 |  
|                                                                         |  |                |       |   |                |   |       |  
|Expenses                                                                 |  |                |       |   |                |   |       |  
|Interest                                                                 |  |                | 420   |   |                |   | 280   |  
|Salaries and Employee Benefits                                           |  |                | 265   |   |                |   | 265   |  
|Other                                                                    |  |                | 185   |   |                |   | 193   |  
|                                                                         |  |                |       |   |                |   |       |  
|                                                                         |  |                | 870   |   |                |   | 738   |  
|                                                                         |  |                |       |   |                |   |       |  
|Income Before Taxes and Equity in Undistributed Earnings of Subsidiaries |  |                | 1,666 |   |                |   | 344   |  
|Income Tax (Benefits)                                                    |  |                | (241  | ) |                |   | (236  | )
|                                                                         |  |                |       |   |                |   |       |  
|Income Before Taxes and Equity in Undistributed Earnings of Subsidiaries |  |                | 1,907 |   |                |   | 580   |  
|Equity in Undistributed Earnings of Subsidiaries                         |  |                | 402   |   |                |   | 1,594 |  
|                                                                         |  |                |       |   |                |   |       |  
|Net Income                                                               |  |                | 2,309 |   |                |   | 2,174 |  
|                                                                         |  |                |       |   |                |   |       |  
|Other Comprehensive Income, Net of Tax                                   |  |                |       |   |                |   |       |  
|Losses on Securities Arising During Year                                 |  |                | (293  | ) |                |   | (717  | )
|Reclassification Adjustment                                              |  |                | 0     |   |                |   | 0     |  
|                                                                         |  |                |       |   |                |   |       |  
|Unrealized Losses in Securities                                          |  |                | (293  | ) |                |   | (717  | )
|                                                                         |  |                |       |   |                |   |       |  
|Comprehensive Income                                                     |  | $              | 2,016 |   |                | $ | 1,457 |  
|                                                                         |  |                |       |   |                |   |       |  



24



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##### Table of Contents

Part 1 (Continued)

Item 1 (Continued)



(17) Financial Information of Colony Bankcorp, Inc. (Parent Only) (Continued)



COLONY BANKCORP, INC. (PARENT ONLY)

STATEMENT OF CASH FLOWS

FOR THE
THREE MONTHS ENDED MARCH 31, 2006 AND MARCH 31, 2005

(UNAUDITED)



|                                                                                   |  |      |        |   |      |   |        |  
|---------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                                                                   |  | 2006 |        |   | 2005 |  
|Cash Flows from Operating Activities                                               |  |      |        |   |      |   |        |  
|Net Income                                                                         |  | $    | 2,309  |   |      | $ | 2,174  |  
|Adjustments to Reconcile Net Income to Net Cash Provided from Operating Activities |  |      |        |   |      |   |        |  
|Depreciation and Amortization                                                      |  |      | 58     |   |      |   | 67     |  
|Equity in Undistributed Earnings of Subsidiary                                     |  |      | (402   | ) |      |   | (1,594 | )
|Other                                                                              |  |      | (400   | ) |      |   | (272   | )
|                                                                                   |  |      |        |   |      |   |        |  
|                                                                                   |  |      | 1,565  |   |      |   | 375    |  
|                                                                                   |  |      |        |   |      |   |        |  
|Cash Flows from Investing Activities                                               |  |      |        |   |      |   |        |  
|Capital Infusion in Subsidiary                                                     |  |      | (1,000 | ) |      |   | 0      |  
|Purchases of Premises and Equipment                                                |  |      | (23    | ) |      |   | (3     | )
|                                                                                   |  |      |        |   |      |   |        |  
|                                                                                   |  |      | (1,023 | ) |      |   | (3     | )
|                                                                                   |  |      |        |   |      |   |        |  
|Cash Flows from Financing Activities                                               |  |      |        |   |      |   |        |  
|Dividends Paid                                                                     |  |      | (539   | ) |      |   | (473   | )
|                                                                                   |  |      |        |   |      |   |        |  
|Increase in Cash                                                                   |  |      | 3      |   |      |   | (101   | )
|                                                                                   |  |     
|Cash, Beginning                                                                    |  |      | 229    |   |      |   | 163    |  
|                                                                                   |  |      |        |   |      |   |        |  
|Cash, Ending                                                                       |  | $    | 232    |   |      | $ | 62     |  
|                                                                                   |  |      |        |   |      |   |        |  



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##### Table of Contents

Part 1 (Continued)

Item 1 (Continued)



(18) 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 of restricted stock. The following presents earnings per share for the three months ended March 31,
2006 and 2005, respectively, under the requirements of Statement 128:



|                                                                                         |  |           |       |             |       |     |   |     
|---------------------------------------------------------------------------------------- |  | --------- | ----- | ----------- | ----- | --- | - | ----
|                                                                                         |  |           |       | Common      |       |    
|                                                                                         |  | Income    |       | Shares      |       |    
|                                                                                         |  | Numerator |       | Denominator |       | EPS
|March 31, 2006                                                                           |  |           |       |             |       |     |   |     
|                                                                                         |  |           |      
|Basic EPS                                                                                |  |           |       |             |       |     |   |     
|Income Available to Common Stockholders                                                  |  | $         | 2,309 |             | 7,170 |     | $ | 0.32
|                                                                                         |  |           |       |             |       |     |   |     
|Dilutive Effect of Potential Common Stock                                                |  |           |       |             |       |     |   |     
|Restricted Stock                                                                         |  |           |       |             | 3     |     |   |     
|                                                                                         |  |           |       |             |       |     |   |     
|Diluted EPS                                                                              |  |           |       |             |       |     |   |     
|Income Available to Common Stockholders After Assumed Conversions of Dilutive Securities |  | $         | 2,309 |             | 7,173 |     | $ | 0.32
|                                                                                         |  |           |       |             |       |     |   |     
|March 31, 2005                                                                           |  |           |       |             |       |     |   |     
|                                                                                         |  |           |      
|Basic EPS                                                                                |  |           |       |             |       |     |   |     
|Income Available to Common Stockholders                                                  |  | $         | 2,174 |             | 7,144 |     | $ | 0.30
|                                                                                         |  |           |       |             |       |     |   |     
|Dilutive Effect of Potential Common Stock                                                |  |           |       |             |       |     |   |     
|Restricted Stock                                                                         |  |           |       |             | 21    |     |   |     
|                                                                                         |  |           |       |             |       |     |   |     
|Diluted EPS                                                                              |  |           |       |             |       |     |   |     
|Income Available to Common Stockholders After Assumed Conversions of Dilutive Securities |  | $         | 2,174 |             | 7,165 |     | $ | 0.30
|                                                                                         |  |           |       |             |       |     |   |     



26



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##### Table of Contents

Part 1 (Continued)

Item 2



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements and
Factors that Could Affect Future Results

Certain statements contained in this Quarterly Report that are not statements of historical fact constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the Act), notwithstanding that such statements are not specifically identified. In addition, certain statements may be contained in the
Companys future filings with the SEC, in press releases, and in oral and written statements made by or with the approval of the Company that are not statements of historical fact and constitute forward-looking statements within the meaning of
the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items;
(ii) statements of plans and objectives of Colony Bankcorp, Inc. or its management or Board of Directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of
assumptions underlying such statements. Words such as believes, anticipates, expects, intends, targeted, and similar expressions are intended to identify forward-looking statements but are
not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ
materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:



| |  |  | Local and regional economic conditions and the impact they may have on the Company and its customers and the Companys assessment of that impact.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Inflation, interest rate, market and monetary fluctuations.
| | - |  | -----------------------------------------------------------



| |  |  | Political instability.
| | - |  | ----------------------



| |  |  | Acts of war or terrorism.
| | - |  | -------------------------



| |  |  | The timely development and acceptance of new products and services and perceived overall value of these products and services by users.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in consumer spending, borrowings and savings habits.
| | - |  | ------------------------------------------------------------



| |  |  | Technological changes.
| | - |  | ----------------------



| |  |  | Acquisitions and integration of acquired businesses.
| | - |  | ----------------------------------------------------



| |  |  | The ability to increase market share and control expenses.
| | - |  | ----------------------------------------------------------



| |  |  | The effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which the Company and its subsidiaries must
comply.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting
standard setters.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in the Companys organization, compensation and benefit plans.
| | - |  | ----------------------------------------------------------------------



| |  |  | The costs and effects of litigation and of unexpected or adverse outcomes in such litigation.
| | - |  | ---------------------------------------------------------------------------------------------



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Part 1 (Continued)

Item 2 (Continued)



| |  |  | Greater than expected costs or difficulties related to the integration of new lines of business.
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | The Companys success at managing the risks involved in the foregoing items.
| | - |  | ----------------------------------------------------------------------------

Forward-looking statements speak only as of the date on which such statements are made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement
is made, or to reflect the occurrence of unanticipated events.

The Company

Colony Bankcorp, Inc. (Colony) is a bank holding company headquartered in Fitzgerald, Georgia that provides, through its wholly owned subsidiaries (collectively referred to as the Company), a broad array of products
and services throughout 18 Georgia markets. The Company offers commercial, consumer and mortgage banking services.

Application of Critical Accounting
Policies and Accounting Estimates

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 of operations, 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 quarterly 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 loans is based on reviews of individual credit relationships and historical loss experience. The allowance for losses relating to impaired loans is based on the loans observable
market price, the discounted cash flows using the loans effective interest rate, or the value of collateral for collateral dependent loans.

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
levels and the estimated impact of the current economic environment.

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 straight-line and accelerated methods, 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.

Overview

The following discussion and analysis presents the more significant factors affecting the Companys financial condition as of March 31, 2006 and 2005, and
results of operations for each of three months in the periods ended March 31, 2006 and 2005. This discussion and analysis should be read in conjunction with the Companys consolidated financial statements, notes thereto and other financial
information appearing elsewhere in this report.



28



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Part 1 (Continued)

Item 2 (Continued)



Taxable-equivalent adjustments are the result of increasing income from tax-free loans and investments by an amount
equal to the taxes that would be paid if the income were fully taxable based on a 34 percent federal tax rate, thus making tax-exempt yields comparable to taxable asset yields.

Dollar amounts in tables are stated in thousands, except for per share amounts.

Results of Operations

The Companys results of operations are
determined by its ability to effectively manage interest income and expense, to minimize loan and investment losses, to generate noninterest income and to control noninterest expense. Since market forces and economic conditions beyond the control of
the Company determine interest rates, the ability to generate net interest income is dependent upon the Companys ability to obtain an adequate spread between the rate earned on earning assets and the rate paid on interest-bearing liabilities.
Thus, the key performance for net interest income is the interest margin or net yield, which is taxable-equivalent net interest income divided by average earning assets. Net income totaled $2.309 million, or $0.32 diluted per common share, in
three months ended March 31, 2006 compared to $2.174 million, or $0.30 diluted per common share, in three months ended March 31, 2005.

Selected income statement data, returns on average assets and average equity and dividends per share for the comparable periods were as follows:



|                                       |  |      |       |   |      |   |       |  
|-------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | -
|                                       |  | 2006 |       |   | 2005 |  
|Taxable-equivalent net interest income |  | $    | 9,989 |   |      | $ | 8,905 |  
|Taxable-equivalent adjustment          |  |      | 56    |   |      |   | 53    |  
|                                       |  |      |       |   |      |   |       |  
|Net interest income                    |  |      | 9,933 |   |      |   | 8,852 |  
|Provision for possible loan losses     |  |      | 922   |   |      |   | 808   |  
|Noninterest income                     |  |      | 1,608 |   |      |   | 1,602 |  
|Noninterest expense                    |  |      | 7,087 |   |      |   | 6,284 |  
|                                       |  |      |       |   |      |   |       |  
|Income before income taxes             |  |      | 3,532 |   |      |   | 3,362 |  
|Income Taxes                           |  |      | 1,223 |   |      |   | 1,188 |  
|                                       |  |      |       |   |      |   |       |  
|Net income                             |  | $    | 2,309 |   |      | $ | 2,174 |  
|                                       |  |      |       |   |      |   |       |  
|Basic per common share:                |  |      |       |   |      |   |       |  
|Net income                             |  | $    | 0.32  |   |      | $ | 0.30  |  
|Diluted per common share:              |  |      |       |   |      |   |       |  
|Net income                             |  | $    | 0.32  |   |      | $ | 0.30  |  
|Return on average assets:              |  |      |       |   |      |   |       |  
|Net income                             |  |      | 0.83  | % |      |   | 0.87  | %
|Return on average equity:              |  |      |       |   |      |   |       |  
|Net income                             |  |      | 13.39 | % |      |   | 13.92 | %

Income from operations for three months ended March 31, 2006 increased $0.135 million, or 6.21 percent,
compared to the same period in 2005. The increase was primarily the result of a $1.08 million increase in net interest income. This was offset by a $0.80 million increase in noninterest expense, a $0.035 million increase in income tax expense and a
$0.11 million increase in provision for loan losses.

Details of the changes in the various components of net income are
further discussed below.



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Part 1 (Continued)

Item 2 (Continued)



Net Interest Income

Net interest income is the difference between interest income on earning assets, such as loans and securities, and interest expense on liabilities, such as deposits and borrowings, which are used to fund those assets. Net interest income is
the Companys largest source of revenue, representing 49.15 percent of total revenue for three months ended March 31, 2006 and 55.98 percent for the same period a year ago.

Net interest margin is the taxable-equivalent net interest income as a percentage of average earning assets for the period. The level of interest rates and the volume and mix of earning assets and interest-bearing
liabilities impact net interest income and net interest margin.

The Federal Reserve Board influences the general market rates of interest, including the
deposit and loan rates offered by many financial institutions. The Companys loan portfolio is significantly affected by changes in the prime interest rate. The prime interest rate, which is the rate offered on loans to borrowers with strong
credit, began 2001 at 9.50 percent and decreased 475 basis points during 2001 to end the year at 4.75 percent. During 2002, the prime rate decreased 50 basis points to end the year at 4.25 percent. During 2003, the prime rate decreased 25 basis
points to end the year at 4.00 percent. During 2004, the prime rate increased 125 basis points to end the year at 5.25 percent and during 2005, the prime rate increased 200 basis points to end the year at 7.25 percent. During first quarter 2006, the
prime rate increased 50 basis points to end the quarter at 7.75 percent. The federal funds rate moved similar to prime rate with interest rates of 1.75 percent, 1.25 percent , 1.00 percent, 2.25 percent and 4.25 percent, respectively, as of year-end
2001, 2002, 2003, 2004 and 2005. During first quarter 2006, the federal funds rate increased 50 basis points to end the quarter at 4.75 percent. It is anticipated that future interest rate hikes will occur during the balance of 2006.

The following table presents the changes in taxable-equivalent net interest income and identifies the changes due to differences in the average volume of earning assets
and interest-bearing liabilities and the changes due to changes in the average interest rate on those assets and liabilities. The changes in net interest income due to changes in both average volume and average interest rate have been allocated to
the average volume change or the average interest rate change in proportion to the absolute amounts of the change in each. The Companys consolidated average balance sheets along with an analysis of taxable-equivalent net interest earnings are
presented in the Quantitative and Qualitative Disclosures About Market Risk included elsewhere in this report.



30



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##### Table of Contents

Part 1 (Continued)

Item 2 (Continued)

Rate/Volume Analysis

The
rate/volume analysis presented hereafter illustrates the change from March 31, 2005 to March 31, 2006 for each component of the taxable equivalent net interest income separated into the amount generated through volume changes and the
amount generated by changes in the yields/rates.



|                                                                  |  |                                                   |       |   |      |   |       |  |   |      
|----------------------------------------------------------------- |  | ------------------------------------------------- | ----- | - | ---- | - | ----- |  | - | -----
|                                                                  |  | Changes from March 31, 2005 to March 31, 2006 (1)
|($ in thousands)                                                  |  | Volume                                            |       |   | Rate |   | Total
|Interest Income                                                   |  |                                                   |       |   |      |   |       |  |   |      
|Loans, Net-taxable                                                |  | $                                                 | 1,482 |   |      | $ | 2,291 |  | $ | 3,773
|                                                                  |  |                                                   |       |   |      |   |       |  |   |      
|Investment Securities                                             |  |                                                   |       |   |      |   |       |  |   |      
|Taxable                                                           |  |                                                   | 117   |   |      |   | 205   |  |   | 322  
|Tax-exempt                                                        |  |                                                   | 8     |   |      |   | 18    |  |   | 26   
|                                                                  |  |                                                   |       |   |      |   |       |  |   |      
|Total Investment Securities                                       |  |                                                   | 125   |   |      |   | 223   |  |   | 348  
|                                                                  |  |                                                   |       |   |      |   |       |  |   |      
|Interest-Bearing Deposits in other Banks                          |  |                                                   | (7    | ) |      |   | 8     |  |   | 1    
|                                                                  |  |                                                   |       |   |      |   |       |  |   |      
|Funds Sold                                                        |  |                                                   | 22    |   |      |   | 222   |  |   | 244  
|                                                                  |  |                                                   |       |   |      |   |       |  |   |      
|Other Interest - Earning Assets                                   |  |                                                   | 5     |   |      |   | 20    |  |   | 25   
|                                                                  |  |                                                   |       |   |      |   |       |  |   |      
|Total Interest Income                                             |  |                                                   | 1,627 |   |      |   | 2,764 |  |   | 4,391
|                                                                  |  |                                                   |       |   |      |   |       |  |   |      
|Interest Expense                                                  |  |                                                   |       |   |      |   |       |  |   |      
|Interest-Bearing Demand and Savings Deposits                      |  |                                                   | 37    |   |      |   | 360   |  |   | 397  
|Time Deposits                                                     |  |                                                   | 507   |   |      |   | 2,126 |  |   | 2,633
|                                                                  |  |                                                   |      
|Other Interest-Bearing Liabilities Funds Purchased and Securities |  |                                                   |       |   |      |   |       |  |   |      
|Under Agreement to Repurchase                                     |  |                                                   | 5     |   |      |   | 4     |  |   | 9    
|Subordinated Debentures                                           |  |                                                   | 0     |   |      |   | 97    |  |   | 97   
|Other Debt                                                        |  |                                                   | 102   |   |      |   | 69    |  |   | 171  
|                                                                  |  |                                                   |       |   |      |   |       |  |   |      
|Total Interest Expense                                            |  |                                                   | 651   |   |      |   | 2,656 |  |   | 3,307
|                                                                  |  |                                                   |       |   |      |   |       |  |   |      
|Net Interest Income                                               |  | $                                                 | 976   |   |      | $ | 108   |  | $ | 1,084
|                                                                  |  |                                                   |       |   |      |   |       |  |   |      

---

|(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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our financial performance is impacted by, among other
factors, interest rate risk and credit risk. We do not utilize derivatives to mitigate our interest rate or credit risk, relying instead on an extensive loan review process and our allowance for loan losses.

Interest rate risk is the change in value due to changes in interest rates. The Company is exposed only to U.S. dollar interest rate changes and accordingly, the Company
manages exposure by considering the possible changes in the net interest margin. The Company does not have any trading instruments nor does it classify any portion of its investment portfolio as held for trading. The Company does not engage in any
hedging activity or utilize any derivatives. The Company has no exposure to foreign currency exchange rate risk, commodity price risk and other market risks. This risk is addressed by our Asset & Liability Management Committee
(ALCO) which includes senior management representatives. The ALCO monitors interest rate risk by analyzing the potential impact to the net portfolio of equity value and net interest income from potential changes to interest rates and
considers the impact of alternative strategies or changes in balance sheet structure.



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Item 2 (Continued)



Interest rates play a major part in the net interest income of financial institutions. The repricing of interest
earning assets and interest-bearing liabilities can influence the changes in net interest income. The timing of repriced assets and liabilities is Gap management and our Company has established its policy to maintain a Gap ratio in the one-year time
horizon of 0.80 to 1.20.

Our exposure to interest rate risk is reviewed on at least a semiannual basis by our Board of Directors and the ALCO. Interest
rate risk exposure is measured using interest rate sensitivity analysis to determine our change in net portfolio value in the event of assumed changes in interest rates, in order to reduce the exposure to interest rate fluctuations, we have
implemented strategies to more closely match our balance sheet composition. We are generally focusing our investment activities on securities with terms or average lives in the 2-5 year range.

The Company maintains about 42 percent of its loan portfolio in adjustable rate loans that reprice with prime rate changes, while the bulk of its other loans mature
within 3 years. The liabilities to fund assets are primarily in short term certificate of deposits that mature within one year. This balance sheet composition has allowed the Company to be relatively constant with its net interest margin the past
several years, though the unprecedented 475 basis point decrease by U.S. Federal Reserve in 2001, 50 basis point decrease in 2002 and 25 basis point decrease in 2003 resulted in significant net interest margin pressure. During 2004 and 2005,
interest rates increased 125 basis points and 200 basis points respectively, while another 50 basis point increase occurred during first quarter 2006. These increases have resulted in stable net interest margins. Net interest margin increased to
3.80 percent for three months ended March 31, 2006 compared to 3.77 percent for the same period a year ago. We anticipate slight improvement or a flat margin for the balance of 2006 given the Federal Reserves present increased interest
rate forecast for the balance of 2006.

Taxable-equivalent net interest income for three months ended March 31, 2006 increased $1.084 million, or
12.17 percent compared to the same period a year ago. The significant fluctuation between the comparable periods resulted from the positive impact of growth in the average volume of earning assets that was partially offset by the negative impact of
increasing average interest rates. The average volume of earning assets during three months ended March 31, 2006 increased almost $107 million compared to the same period a year ago while over the same period the net interest margin increased
by 3 basis points from 3.77 percent to 3.80 percent. Growth in average earning assets during 2006 and 2005 was primarily in loans. The increase in the net interest margin in 2006 was primarily the result of the general increase in market interest
rates.

The average volume of loans increased $89.4 million in three months ended March 31, 2006 compared to the same period a year ago. The average
yield on loans increased 105 basis points in three months ended March 31, 2006 compared to the same period a year ago. Funding for this growth was primarily provided by deposit growth. The average volume of deposits increased $95.3 million in
three months ended March 31, 2006 compared to the same period a year ago. Interest-bearing deposits made up 92.3 percent of the growth in average deposits in three months ended March 31, 2006. Accordingly, the ratio of average
interest-bearing deposits to total average deposits was 92 percent in three months ended March 31, 2006 compared to 92 percent in the same period a year ago. This deposit mix, combined with a general increase in market rates, had the effect of
(i) increasing the average cost of total deposits by 107 basis points in three months ended March 31, 2006 compared to the same period a year ago and, (ii) mitigating a portion of the impact of increasing yields on earning assets on
the Companys net interest income.

The Companys net interest spread, which represents the difference between the average rate earned on earning
assets and the average rate paid on interest-bearing liabilities, was 3.48 percent in three months ended March 31, 2006 compared to 3.55 percent in the same period a year ago. The net interest spread, as well as the net interest margin, will be
impacted by future changes in short-term and long-term interest rate levels, as well as the impact from the competitive environment. A discussion of the effects of changing interest rates on net interest income is set forth in Quantitative and
Qualitative Disclosures About Market Risk included elsewhere in this report.

Provision for Loan Losses

The provision for loan losses is determined by management as the amount to be added to the allowance for loan losses after net charge-offs have been deducted to bring the
allowance to a level which, in managements best estimate, is necessary to absorb probable losses within the existing loan portfolio. The provision for loan losses totaled $0.922 million in three months ended March 31, 2006 compared to
$0.808 million in the same period a year ago. See the section captioned Allowance for Loan Losses elsewhere in this discussion for further analysis of the provision for loan losses.



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Part 1 (Continued)

Item 2 (Continued)



NonInterest Income

The components of noninterest income were as follows:



|                                    |  |                            |       |      |   |      
|----------------------------------- |  | -------------------------- | ----- | ---- | - | -----
|                                    |  | Three Months EndedMarch 31
|                                    |  | 2006                       |       | 2005
|Service Charges on Deposit Accounts |  | $                          | 1,032 |      | $ | 930  
|Other Charges, Commissions and Fees |  |                            | 215   |      |   | 184  
|Other                               |  |                            | 238   |      |   | 381  
|Mortgage Fee Income                 |  |                            | 123   |      |   | 107  
|                                    |  |                            |       |      |   |      
|Total                               |  | $                          | 1,608 |      | $ | 1,602
|                                    |  |                            |       |      |   |      

Total noninterest income for three months ended March 31, 2006 increased $6 thousand, or 0.37 percent
compared to the same period a year ago. Growth in noninterest income over the comparable periods was primarily in service charge income while other income decreased during the comparable periods. Changes in these items and the other components of
noninterest income are discussed in more detail below.

Service Charges on Deposit Accounts. Service charges on deposit accounts for three months
ended March 31, 2006 increased $102 thousand, or 10.97 percent, compared to the same period a year ago. The increase was primarily due to an increase in overdraft fees, which were mostly related to consumer and commercial accounts.

Mortgage Fee Income. Mortgage fee income for three months ended March 31, 2006 increased $16 thousand, or 14.95 percent, compared to the same period a
year ago. The company anticipates mortgage fee income to continue to show a slight increase over the previous year due to the Companys focus on generating mortgage fee income.

All Other Noninterest Income. Other charges, commissions and fees and other income for three months ended March 31, 2006 decreased $112 thousand, or 19.82 percent, compared to the same period a year ago. ATM fees
increased $27 thousand over the comparable year ago period, deferred compensation revenue decreased $173 thousand from the same year ago period and premiums on SBA loans increased $75 thousand compared to the same year ago period to account for the
significant changes. A one-time fee of $163 thousand was recognized in first quarter 2005 in connection with the deferred compensation plan and demutualization of the insurance companies used to fund the plan.

Noninterest Expense

The components
of noninterest expense were as follows:



|                               |  |                             |       |      |   |      
|------------------------------ |  | --------------------------- | ----- | ---- | - | -----
|                               |  | Three Months EndedMarch 31,
|                               |  | 2006                        |       | 2005
|Salaries and employee benefits |  | $                           | 4,079 |      | $ | 3,322
|Occupancy and Equipment        |  |                             | 985   |      |   | 900  
|Other                          |  |                             | 2,023 |      |   | 2,062
|                               |  |                             |       |      |   |      
|Total                          |  | $                           | 7,087 |      | $ | 6,284
|                               |  |                             |       |      |   |      

Total noninterest expense for three months ended March 31, 2006 increased $803 thousand, or 12.78
percent, compared to the same period a year ago. Growth in noninterest expense in three months ended March 31, 2006 was primarily in salaries, employee benefits, occupancy and equipment expense. These items and the changes in the various
components of noninterest expense are discussed in more detail below.



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Part 1 (Continued)

Item 2 (Continued)



Salaries and Employee Benefits. Salaries and employee benefits expense for three months ended March 31,
2006 increased $757 thousand, or 22.79 percent, compared to the same period a year ago. The increase is primarily related to increases in headcount and merit increases as a result of new offices with the Companys denovo branch expansions.
The Company opened one new office in 2006 and opened two new offices during the last half of 2005.

Occupancy and Equipment. Net occupancy expense
for three months ended March 31, 2006 increased $85 thousand, or 9.44 percent, compared to the same period a year ago. The company experienced increased net occupancy and equipment expense for the three months ended March 31, 2006
resulting from new offices opened during 2006 and the last half of 2005. The impact of new offices and additional leasing of office space resulted in higher building maintenance, insurance, and utilities costs, higher depreciation on building and
equipment and higher lease expense.

All Other Non-Interest Expense. All other non-interest expense for three months ended March 31, 2006
decreased $39 thousand, or 1.89 percent, compared to the same period a year ago. The decrease is primarily due to deferred compensation expense decreasing $188 thousand from the same period a year ago. Increases from the same year ago period to
offset the deferred compensation decrease include legal and professional fees increasing $31 thousand, director fees increasing $22 thousand, advertising expenses increasing $30 thousand, office supply expenses increasing $19 thousand and bank
travel expenses increasing $20 thousand. During first quarter 2005, a one-time fee of $163 thousand was expensed to increase our deferred compensation reserve account.

Sources and Uses of Funds

The following table illustrates, during the years presented, the mix of the Companys
funding sources and the assets in which those funds are invested as a percentage of the Companys average total assets for the period indicated. Average assets totaled $1,112 million in three months ended March 31, 2006 compared to
$997 million in three months ended March 31, 2005.



|                                         |  |                              |           |  |        |   |  |   |         |  |        |  
|---------------------------------------- |  | ---------------------------- | --------- |  | ------ | - |  | - | ------- |  | ------ | -
|                                         |  | Three Months Ended March 31, |          
|                                         |  | 2006                         |           |  | 2005   |  
|Source of Funds:                         |  |                              |           |  |        |   |  |  
|Deposits:                                |  |                              |           |  |        |   |  |   |         |  |        |  
|Noninterest Bearing                     |  | $                            | 75,601    |  | 6.80   | % |  | $ | 68,259  |  | 6.85   | %
|Interest-Bearing                         |  |                              | 869,279   |  | 78.18  |   |  |   | 781,278 |  | 78.34  |  
|Federal Funds Purchased                  |  |                              | 870       |  | 0.08   |   |  |   | 39      |  | 0.00   |  
|Long-term Debt and Other Borrowings      |  |                              | 91,020    |  | 8.19   |   |  |   | 80,504  |  | 8.07   |  
|Other Noninterest-Bearing Liabilities    |  |                              | 6,097     |  | 0.55   |   |  |   | 4,782   |  | 0.48   |  
|Equity Capital                           |  |                              | 68,960    |  | 6.20   |   |  |   | 62,462  |  | 6.26   |  
|                                         |  |                              |           |  |        |   |  |   |         |  |        |  
|Total                                    |  | $                            | 1,111,827 |  | 100.00 | % |  | $ | 997,324 |  | 100.00 | %
|                                         |  |                              |           |  |        |   |  |   |         |  |        |  
|Uses of Funds:                           |  |                              |           |  |        |   |  |   |         |  |        |  
|Loans                                    |  | $                            | 862,756   |  | 77.60  | % |  | $ | 774,119 |  | 77.62  | %
|Securities                               |  |                              | 128,042   |  | 11.52  |   |  |   | 113,503 |  | 11.38  |  
|Federal Funds Sold                       |  |                              | 43,360    |  | 3.90   |   |  |   | 39,705  |  | 3.98   |  
|Interest-Bearing Deposits in Other Banks |  |                              | 1,757     |  | 0.16   |   |  |   | 2,961   |  | 0.30   |  
|Other Interest-Earning Assets            |  |                              | 5,121     |  | 0.46   |   |  |   | 4,488   |  | 0.45   |  
|Other Noninterest-Earning Assets         |  |                              | 70,791    |  | 6.36   |   |  |   | 62,548  |  | 6.27   |  
|                                         |  |                              |           |  |        |   |  |   |         |  |        |  
|Total                                    |  | $                            | 1,111,827 |  | 100.00 | % |  | $ | 997,324 |  | 100.00 | %
|                                         |  |                              |           |  |        |   |  |   |         |  |        |  

Deposits continue to be the Companys primary source of funding. Over the comparable periods, the relative
mix of deposits continues to be high in interest-bearing deposits. Interest-bearing deposits totaled 92.00 percent of total average deposits in three months ended March 31, 2006 compared to 91.97 percent in the same period a year ago.

The Company primarily invests funds in loans and securities. Loans continue to be the largest component of the Companys mix of invested assets. Loan
demand continues to be strong as total loans were $893 million at March 31, 2006, up 3.96 percent, compared to loans of $859 million at December 31, 2005. See additional discussion regarding the Companys loan portfolio in the section
captioned Loans included elsewhere in this discussion. The majority of funds provided by deposit growth have been invested in loans.



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Item 2 (Continued)



Loans

The following table presents the composition of the Companys loan portfolio as of March 31, 2006 and December 31, 2005:



|                                       |  |                |         |   |                   |   |         |  
|-------------------------------------- |  | -------------- | ------- | - | ----------------- | - | ------- | -
|                                       |  | March 31, 2006 |         |   | December 31, 2005 |  
|Commercial, Financial and Agricultural |  | $              | 60,902  |   |                   | $ | 48,849  |  
|Real Estate                            |  |                |         |   |                   |   |         |  
|Construction                           |  |                | 171,825 |   |                   |   | 152,944 |  
|Mortgage, Farmland                     |  |                | 40,452  |   |                   |   | 37,152  |  
|Mortgage, Other                        |  |                | 529,228 |   |                   |   | 529,599 |  
|Consumer                               |  |                | 73,950  |   |                   |   | 73,473  |  
|Other                                  |  |                | 16,743  |   |                   |   | 17,100  |  
|                                       |  |                |         |   |                   |   |         |  
|                                       |  |                | 893,100 |   |                   |   | 859,117 |  
|Unearned Interest and Fees             |  |                | (443    | ) |                   |   | (302    | )
|Allowance for Loan Losses              |  |                | (10,760 | ) |                   |   | (10,762 | )
|                                       |  |                |         |   |                   |   |         |  
|Loans                                  |  | $              | 881,897 |   |                   | $ | 848,053 |  
|                                       |  |                |         |   |                   |   |         |  

The following table presents total loans as of March 31, 2006 according to maturity distribution and/or
repricing opportunity on adjustable rate loans:



|                                     |  |                  |        
|------------------------------------ |  | ---------------- | -------
|Maturity and Repricing Opportunity   |  | ($ in Thousands)
|One Year or Less                     |  | $                | 563,410
|After One Year through Three Years   |  |                  | 255,005
|After Three Years through Five Years |  |                  | 62,337 
|Over Five Years                      |  |                  | 12,348 
|                                     |  |                  |        
|                                     |  | $                | 893,100
|                                     |  |                  |        

Overview. Loans totaled $893 million at March 31, 2006, up 3.96 percent from December 31, 2005
loans of $859 million. The majority of the Companys loan portfolio is comprised of the real estate loans-other, real estate construction and installment loans to individuals. Real estate-other, which is primarily 1-4 family residential
properties and nonfarm nonresidential properties, made up 59.26 percent and 61.64 percent of total loans, real estate construction made up 19.24 percent and 17.80 percent, while installment loans to individuals made up 8.28 percent and 8.55 percent
of total loans at March 31, 2006 and December 31, 2005, respectively. Real estate loans-other include both commercial and consumer balances.

Loan Origination/Risk Management.In accordance with the Companys decentralized banking model, loan decisions are made at the local bank level. The Company utilizes a Senior Loan Committee to assist lenders with the decision
making and underwriting process of larger loan requests. Due to the diverse economic markets served by the Company, evaluation and underwriting criterion may vary slightly by bank. Overall, loans are extended after a review of the borrowers
repayment ability, collateral adequacy, and overall credit worthiness.

Commercial purpose, commercial real estate, and industrial loans are underwritten
similar to other loans throughout the company. The properties securing the Companys commercial real estate portfolio are diverse in terms of type and geographic location. This diversity helps reduce the Companys exposure to adverse
economic events that affect any single market or industry. Management monitors and evaluates commercial real estate loans based on collateral, geography, and risk grade criteria. The company also utilizes information provided by third-party agencies
to provide additional insight and guidance about economic conditions and trends affecting the markets it serves.

The Company extends loans to builders and
developers that are secured by non-owner occupied properties. In such cases, the Company reviews the overall economic conditions and trends for each market to determine the desirability of loans to be extended for residential construction and
development. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim mini-perm loan commitment from the Company until permanent financing is
obtained. In some cases, loans are extended for residential loan construction for speculative purposes and are based on the perceived present and future demand for housing in a particular market served by the Company. These loans are



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Item 2 (Continued)



monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to
interest rate changes, general economic conditions and trends, the demand for the properties, and the availability of long-term financing.

The Company
originates consumer loans at the bank level. Due to the diverse economic markets served by the Company, underwriting criterion may vary slightly by bank. The Company is committed to serving the borrowing needs of all markets served and, in some
cases, adjusts certain evaluation methods to meet the overall credit demographics of each market. Consumer loans represent relatively small loan amounts that are spread across many individual borrowers that helps minimize risk. Additionally,
consumer trends and outlook reports are reviewed by management on a regular basis.

The Company maintains an independent loan review department that
reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit
personnel, as well as the Companys policies and procedures.

Commercial, Financial and Agricultural.Commercial, financial and agricultural
loans at March 31, 2006 increased 24.67 percent from December 31, 2005 to $60.9 million. The Companys commercial and industrial loans are a diverse group of loans to small, medium and large businesses. The purpose of these loans
varies from supporting seasonal working capital needs to term financing of equipment. While some short-term loans may be made on an unsecured basis, most are secured by the assets being financed with collateral margins that are consistent with the
Companys loan policy guidelines.

Collateral Concentrations. Lending is concentrated in commercial and real estate loans primarily to local
borrowers. The Company has a high concentration of real estate loans; however, these loans are well collateralized and, in managements opinion, do not pose an adverse credit risk. In addition, the balance of the loan portfolio is sufficiently
diversified to avoid significant concentration of credit risk. Although the Company has a diversified loan portfolio, a substantial portion of borrowers ability to honor their contracts is dependent upon the viability of the real estate
economic sector.

Large Credit Relationships. Colony is currently in eighteen counties in South and Central Georgia and include metropolitan markets
in Doughtery, Lowndes, Houston, Chatham and Muscogee counties. As a result, the Company originates and maintains large credit relationships with several commercial customers in the ordinary course of business. The Company considers large credit
relationships to be those with commitments equal to or in excess of $5.0 million prior to any portion being sold. Large relationships also include loan participations purchased if the credit relationship with the agent is equal to or in excess of
$5.0 million. In addition to the Companys normal policies and procedures related to the origination of large credits, the Companys Central Credit Committee must approve all new and renewed credit facilities which are part of large credit
relationships. The following table provides additional information on the Companys large credit relationships outstanding at period end.



|                            |  |                        |  |                     |        |             |   |                        |  |           |  |             |        |  |   |       
|--------------------------- |  | ---------------------- |  | ------------------- | ------ | ----------- | - | ---------------------- |  | --------- |  | ----------- | ------ |  | - | ------
|                            |  | March 31, 2006         |  | December 31, 2005  
|                            |  |                        |  | Period End Balances |        |             |   | Period End Balances   
|                            |  | Number ofRelationships |  | Committed           |        | Outstanding |   | Number ofRelationships |  | Committed |  | Outstanding
|Large Credit Relationships: |  |                        |  |                     |        |             |   |                        |  |           |  |             |        |  |   |       
|$10 million and greater     |  | 1                      |  | $                   | 13,334 |             | $ | 11,676                 |  | 2         |  | $           | 24,854 |  | $ | 19,744
|$5 million to $9.9 million  |  | 10                     |  | $                   | 60,411 |             | $ | 50,129                 |  | 8         |  | $           | 45,645 |  | $ | 39,373

Maturities and Sensitivities of Loans to Changes in Interest Rates. The following table presents the
maturity distribution of the Companys loans at March 31, 2006. The table also presents the portion of loans that have fixed interest rates or variable interest rates that fluctuate over the life of the loans in accordance with changes in
an interest rate index such as the prime rate.



|                                   |  |                         |         |                                  |   |                                    |  |                  |        |       |   |        |  |   |        
|---------------------------------- |  | ----------------------- | ------- | -------------------------------- | - | ---------------------------------- |  | ---------------- | ------ | ----- | - | ------ |  | - | -------
|                                   |  | Due in One Year or Less |         | After One, but Within ThreeYears |   | After Three, but Within Five
Years |  | After Five Years |        | Total
|Loans with fixed interest rates    |  | $                       | 198,844 |                                  | $ | 247,560                            |  | $                | 61,502 |       | $ | 12,348 |  | $ | 520,254
|Loans with floating interest rates |  |                         | 364,566 |                                  |   | 7,445                              |  |                  | 835    |       |   | 0      |  |   | 372,846
|                                   |  |                         |         |                                  |   |                                    |  |                  |        |       |   |        |  |   |        
|Total                              |  | $                       | 563,410 |                                  | $ | 255,005                            |  | $                | 62,337 |       | $ | 12,348 |  | $ | 893,100
|                                   |  |                         |         |                                  |   |                                    |  |                  |        |       |   |        |  |   |        



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Item 2 (Continued)



The Company may renew loans at maturity when requested by a customer whose financial strength appears to support such
renewal or when such renewal appears to be in the Companys best interest. In such instances, the Company generally requires payment of accrued interest and may adjust the rate of interest, require a principal reduction or modify other terms of
the loan at the time of renewal.

Non-Performing Assets and Potential Problem Loans

Non-performing assets and accruing past due loans as of March 31, 2006 and December 31, 2005 were as follows:



|                                          |  |                |        |   |                   |   |        |  
|----------------------------------------- |  | -------------- | ------ | - | ----------------- | - | ------ | -
|                                          |  | March 31, 2006 |        |   | December 31, 2005 |  
|Loans accounted for on nonaccrual         |  | $              | 8,800  |   |                   | $ | 8,579  |  
|Loans past due 90 days or more            |  |                | 14     |   |                   |   | 14     |  
|Other real estate foreclosed              |  |                | 2,131  |   |                   |   | 2,170  |  
|                                          |  |                |        |   |                   |   |        |  
|Total non-performing assets               |  | $              | 10,945 |   |                   | $ | 10,763 |  
|                                          |  |                |        |   |                   |   |        |  
|Non-performing assets as a percentage of: |  |                |        |   |                   |   |        |  
|Total loans and foreclosed assets         |  |                | 1.22   | % |                   |   | 1.25   | %
|Total assets                              |  |                | 0.96   | % |                   |   | 0.97   | %
|Accruing past due loans:                  |  |                |        |   |                   |   |        |  
|30-89 days past due                       |  | $              | 7,912  |   |                   | $ | 6,829  |  
|90 or more days past due                  |  |                | 14     |   |                   |   | 14     |  
|                                          |  |                |        |   |                   |   |        |  
|Total accruing past due loans             |  | $              | 7,926  |   |                   | $ | 6,843  |  
|                                          |  |                |        |   |                   |   |        |  

Non-performing assets include non-accrual loans, loans past due 90 days or more, restructured loans and foreclosed
real estate. Non-performing assets at March 31, 2006 increased 1.69 percent from December 31, 2005.

Generally, loans are placed on non-accrual
status if principal or interest payments become 90 days past due and/or management deems the collectibility of the principal and/or interest to be in question, as well as when required by regulatory requirements. Loans to a customer whose
financial condition has deteriorated are considered for non-accrual status whether or not the loan is 90 days or more past due. For consumer loans, collectibility and loss are generally determined before the loan reaches 90 days past due.
Accordingly, losses on consumer loans are recorded at the time they are determined. Consumer loans that are 90 days or more past due are generally either in liquidation/payment status or bankruptcy awaiting confirmation of a plan. Once interest
accruals are discontinued, accrued but uncollected interest is charged to current year operations. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is
reasonably assured. Classification of a loan as non-accrual does not preclude the ultimate collection of loan principal or interest.

Renegotiated loans
are loans on which, due to deterioration in the borrowers financial condition, the original terms have been modified in favor of the borrower or either principal or interest has been forgiven.

Foreclosed assets represent property acquired as the result of borrower defaults on loans. Foreclosed assets are recorded at the lower of cost or estimated fair value,
less estimated selling costs, at the time of foreclosure. Write-downs occurring at foreclosure are charged against the allowance for possible loan losses. On an ongoing basis, properties are appraised as required by market indications and applicable
regulations. Write-downs are provided for subsequent declines in value and are included in other non-interest expense along with other expenses related to maintaining the properties.

Allowance for Loan Losses

The allowance for loan losses is a reserve established through a provision for loan losses
charged to expense, which represents managements best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses
and risks inherent in the loan portfolio.

The allowance for loan losses includes allowance allocations calculated in accordance with SFAS No. 114,
Accounting by Creditors for Impairment of a Loan, as amended by SFAS 118, and allowance allocations determined in accordance with SFAS No. 5, Accounting for Contingencies. The level of the allowance reflects managements
continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio.
Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in managements judgment, should be charged off. While management utilizes its best judgment and information
available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the



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Item 2 (Continued)



Companys control, including the performance of the Companys loan portfolio, the economy, changes in interest rates and the view of the regulatory
authorities toward loan classifications. The companys allowance for loan losses consists of specific valuation allowances established for probable losses on specific loans and historical valuation allowances for other loans with similar risk
characteristics.

The allowances established for probable losses on specific loans are based on a regular analysis and evaluation of classified loans.
Loans are classified based on an internal credit risk grading process that evaluates, among other things: (i) the obligors ability to repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry
in which the borrower operates. This analysis is performed at the subsidiary bank level and is reviewed at the parent company level. Once a loan is classified, it is reviewed to determine whether the loan is impaired and, if impaired, a portion of
the allowance for possible loan losses is specifically allocated to the loan. Specific valuation allowances are determined after considering the borrowers financial condition, collateral deficiencies, and economic conditions affecting the
borrowers industry, among other things.

Historical valuation allowances are calculated from loss factors applied to loans with similar risk
characteristics. The loss factors are based on loss ratios for groups of loans with similar risk characteristics. The loss ratios are derived from the proportional relationship between actual loan losses and the total population of loans in the risk
category. The historical loss ratios are periodically updated based on actual charge-off experience. The Companys groups of similar loans include similarly risk-graded groups of loans not reviewed for individual impairment.

Management evaluates the adequacy of the allowance for each of these components on a quarterly basis. Peer comparisons, industry comparisons, and regulatory guidelines
are also used in the determination of the general valuation allowance.

Loans identified as losses by management, internal loan review, and/or bank
examiners are charged-off.

An allocation for loan losses has been made according to the respective amounts deemed necessary to provide for the possibility
of incurred losses within the various loan categories. The allocation is based primarily on previous charge-off experience adjusted for changes in experience among each category. Additional amounts are allocated by evaluating the loss potential of
individual loans that management has considered impaired. The reserve for loan loss allocation is subjective since it is based on judgment and estimates, and therefore is not necessarily indicative of the specific amounts or loan categories in which
the charge-offs may ultimately occur. The following table shows a comparison of the allocation of the reserve for loan losses for the periods indicated.



|                                       |  |                |        |    |                   |   |         |   |        |  |     |  
|-------------------------------------- |  | -------------- | ------ | -- | ----------------- | - | ------- | - | ------ |  | --- | -
|                                       |  | March 31, 2006 |        |    | December 31, 2005 |  
|                                       |  | Reserve        |        | %* |                   |   | Reserve |   | %*     | 
|Commercial, Financial and Agricultural |  | $              | 3,228  |    | 7                 | % |         | $ | 3,229  |  | 6   | %
|Real Estate  Construction             |  |                | 646    |    | 19                | % |         |   | 646    |  | 18  | %
|Real Estate  Farmland                 |  |                | 538    |    | 5                 | % |         |   | 538    |  | 4   | %
|Real Estate  Other                    |  |                | 3,497  |    | 59                | % |         |   | 3,498  |  | 62  | %
|Loans to Individuals                   |  |                | 2,152  |    | 8                 | % |         |   | 2,152  |  | 8   | %
|All other Loans                        |  |                | 699    |    | 2                 | % |         |   | 699    |  | 2   | %
|                                       |  |                |        |    |                   |   |         |   |        |  |     |  
|Total                                  |  | $              | 10,760 |    | 100               | % |         | $ | 10,762 |  | 100 | %
|                                       |  |                |        |    |                   |   |         |   |        |  |     |  

---

|* | Loan balance in each category expressed as a percentage of total end of period loans.
|- | -------------------------------------------------------------------------------------

Activity in the allowance for loan losses is presented in the following table. There were no charge-offs or recoveries related to foreign loans during any of the periods presented.



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Item 2 (Continued)



The following table presents an analysis of the Companys loan loss experience for the periods indicated.



|                                                  |  |                                  |        |   |                                  |   |        |  
|------------------------------------------------- |  | -------------------------------- | ------ | - | -------------------------------- | - | ------ | -
|($ in thousands)                                  |  | Three Months EndedMarch 31, 2006 |        |   | Three Months EndedMarch 31, 2005 |  
|Allowance for Loan Losses at Beginning of Quarter |  | $                                | 10,762 |   |                                  | $ | 10,012 |  
|                                                  |  |                                  |        |   |                                  |   |        |  
|Charge-Off                                        |  |                                  |        |   |                                  |   |        |  
|Commercial, Financial and Agricultural            |  |                                  | 550    |   |                                  |   | 60     |  
|Real Estate                                       |  |                                  | 321    |   |                                  |   | 206    |  
|Consumer                                          |  |                                  | 54     |   |                                  |   | 342    |  
|All Other                                         |  |                                  | 139    |   |                                  |   | 79     |  
|                                                  |  |                                  |        |   |                                  |   |        |  
|                                                  |  |                                  | 1,064  |   |                                  |   | 687    |  
|                                                  |  |                                  |        |   |                                  |   |        |  
|Recoveries                                        |  |                                  |        |   |                                  |   |        |  
|Commercial, Financial and Agricultural            |  |                                  | 99     |   |                                  |   | 6      |  
|Real Estate                                       |  |                                  | 12     |   |                                  |   | 11     |  
|Consumer                                          |  |                                  | 22     |   |                                  |   | 12     |  
|All Other                                         |  |                                  | 7      |   |                                  |   | 9      |  
|                                                  |  |                                  |        |   |                                  |   |        |  
|                                                  |  |                                  | 140    |   |                                  |   | 38     |  
|                                                  |  |                                  |        |   |                                  |   |        |  
|Net Charge-Offs                                   |  |                                  | 924    |   |                                  |   | 649    |  
|                                                  |  |                                  |        |   |                                  |   |        |  
|Provision for Loan Losses                         |  |                                  | 922    |   |                                  |   | 808    |  
|                                                  |  |                                  |        |   |                                  |   |        |  
|Allowance for Loan Losses at End of Quarter       |  | $                                | 10,760 |   |                                  | $ | 10,171 |  
|                                                  |  |                                  |        |   |                                  |   |        |  
|Ratio of Net Charge-Offs to Average Loans         |  |                                  | 0.11   | % |                                  |   | 0.08   | %
|                                                  |  |                                  |        |   |                                  |   |        |  

The allowance for loan losses is maintained at a level considered appropriate by management, based on estimated
probable losses within the existing loan portfolio. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The provision for loan losses reflects loan quality trends,
including the level of net charge-offs or recoveries, among other factors. The provision for loan losses increased $114 thousand from $808 thousand in three months ended March 31, 2005 to $922 thousand in three months ended March 31, 2006.
Provisions increased during first quarter 2006 primarily due to our loan outstanding increase from a year ago.

Net charge-offs in three months ended
March 31, 2006 increased $275 thousand compared to the same period a year ago. The general increase in net charge-offs during the comparable periods is reflective of more stringent credit standards. In addition, one large commercial loan
accounted for approximately 44 percent of the gross charge-offs during first quarter 2006.

Management believes the level of the allowance for loan losses
was adequate as of March 31, 2006. Should any of the factors considered by management in evaluating the adequacy of the allowance for loan losses change, the Companys estimate of probable loan losses could also change, which could affect
the level of future provisions for loan losses.



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Item 2 (Continued)



Investment Portfolio

The following table presents carrying values of investment securities held by the Company as of March 31, 2006 and December 31, 2005.



|                                |  |                |         |                   |   |        
|------------------------------- |  | -------------- | ------- | ----------------- | - | -------
|($ in thousands)                |  | March 31, 2006 |         | December 31, 2005
|U.S. Government Agencies        |  | $              | 39,313  |                   | $ | 38,446 
|State, County and Municipal     |  |                | 9,053   |                   |   | 9,270  
|Corporate Obligations           |  |                | 3,009   |                   |   | 3,023  
|Marketable Equity Securities    |  |                | 319     |                   |   | 300    
|                                |  |                |         |                   |   |        
|Investment Securities           |  |                | 51,694  |                   |   | 51,039 
|Mortgage Backed Securities      |  |                | 72,608  |                   |   | 73,287 
|                                |  |                |         |                   |   |        
|Total Investment Securities and |  |                |         |                   |   |        
|Mortgage Backed Securities      |  | $              | 124,302 |                   | $ | 124,326
|                                |  |                |         |                   |   |        

The following table represents maturities and weighted-average yields of investment securities held by the Company
as of March 31, 2006. (Mortgage backed securities are based on the average life at the projected speed, while Agencies and State and Political subdivisions reflect anticipated calls being exercised.)



|                             |  |               |       |       |                                |   |        |                                  |         |  |                |        |  |       |       |  |        |   |       |   |     |  |      |  
|---------------------------- |  | ------------- | ----- | ----- | ------------------------------ | - | ------ | -------------------------------- | ------- |  | -------------- | ------ |  | ----- | ----- |  | ------ | - | ----- | - | --- |  | ---- | -
|                             |  | Within 1 Year |       |       | After 1 Year ButWithin 5 Years |   |        | After 5 Years ButWithin 10 Years |         |  | After 10 Years |       
|                             |  | Amount        |       | Yield |                                |   | Amount |                                  | Yield   |  |                | Amount |  | Yield |       |  | Amount |   | Yield |  
|U.S. Government Agencies     |  | $             | 100   |       | 4.33                           | % |        | $                                | 38,247  |  | 4.17           | %      |  | $     | 966   |  | 5.44   | % |       | $ |    |  |     | %
|Mortgage Backed Securities   |  |               | 4,292 |       | 2.96                           |   |        |                                  | 65,702  |  | 4.10           |        |  |       | 2,614 |  | 4.25   |   |       |   |    |  |     |  
|                             |  |               |       |       |                                |   |        |                                 
|State, County and Municipal  |  |               | 2,699 |       | 3.79                           |   |        |                                  | 4,147   |  | 4.58           |        |  |       | 2,207 |  | 6.71   |   |       |   |    |  |     |  
|Corporate Obligations        |  |               | 1,009 |       | 2.96                           |   |        |                                  | 2,000   |  | 5.54           |        |  |       |      |  |       |   |       |   |    |  |     |  
|Marketable Equity Securities |  |               |      |       |                               |   |        |                                  |        |  |               |        |  |       |      |  |       |   |       |   | 319 |  | 1.01 |  
|                             |  |               |       |       |                                |   |        |                                  |         |  |                |        |  |       |       |  |        |   |       |   |     |  |      |  
|Total Investment Portfolio   |  | $             | 8,100 |       | 3.25                           | % |        | $                                | 110,096 |  | 4.17           | %      |  | $     | 5,787 |  | 5.39   | % |       | $ | 319 |  | 1.01 | %
|                             |  |               |       |       |                                |   |        |                                  |         |  |                |        |  |       |       |  |        |   |       |   |     |  |      |  

Securities are classified as held to maturity and carried at amortized cost when management has the positive
intent and ability to hold them to maturity. Securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other
comprehensive income. The Company has 99.9 percent of its portfolio classified as available for sale.

At March 31, 2006, there were no holdings of
any one issuer, other than the U.S. government and its agencies, in an amount greater than 10 percent of the Companys shareholders equity.

The
average yield of the securities portfolio was 4.14 percent in three months ended March 31, 2006 compared to 3.44 percent in the same period a year ago. The increase in the average yield over the comparable periods primarily resulted from
reduced amortization on mortgage backed securities and the higher interest rate environment.



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Item 2 (Continued)



Deposits

The
following table presents the average amount outstanding and the average rate paid on deposits by the Company for the three months period ended March 31, 2006 and March 31, 2005.



|                                             |  |                |         |             |                |   |               |   |             |  |      |  
|-------------------------------------------- |  | -------------- | ------- | ----------- | -------------- | - | ------------- | - | ----------- |  | ---- | -
|                                             |  | March 31, 2006 |         |             | March 31, 2005 |  
|($ in thousands)                             |  | AverageAmount  |         | AverageRate |                |   | AverageAmount |   | AverageRate | 
|Noninterest-Bearing Demand Deposits          |  | $              | 75,601  |             |                |   |               | $ | 68,259      |  |      |  
|Interest-Bearing Demand and Savings Deposits |  |                | 216,988 |             | 1.81           | % |               |   | 204,122     |  | 1.14 | %
|Time Deposits                                |  |                | 652,291 |             | 4.01           | % |               |   | 577,156     |  | 2.70 | %
|                                             |  |                |         |             |                |   |               |   |             |  |      |  
|Total Deposits                               |  | $              | 944,880 |             | 3.18           | % |               | $ | 849,537     |  | 2.11 | %
|                                             |  |                |         |             |                |   |               |   |             |  |      |  

The following table presents the maturities of the Companys time deposits
as of March 31, 2006.



|                                 |  |                                |         |                               |   |         |  |   |        
|-------------------------------- |  | ------------------------------ | ------- | ----------------------------- | - | ------- |  | - | -------
|($ in thousands)                 |  | TimeDeposits$100,000or Greater |         | TimeDepositsLess Than$100,000 |   | Total  
|Months to Maturity               |  |                                |         |                               |   |         |  |   |        
|3 or Less                        |  | $                              | 73,150  |                               | $ | 91,946  |  | $ | 165,096
|Over 3 through 12 Months         |  |                                | 184,720 |                               |   | 217,036 |  |   | 401,756
|Over 12 Months through 36 Months |  |                                | 49,279  |                               |   | 38,824  |  |   | 88,103 
|Over 36 Months                   |  |                                | 13,088  |                               |   | 13,229  |  |   | 26,317 
|                                 |  |                                |         |                               |   |         |  |   |        
|                                 |  | $                              | 320,237 |                               | $ | 361,035 |  | $ | 681,272
|                                 |  |                                |         |                               |   |         |  |   |        

Average deposits increased $95.3 million to $944.9 million at March 31, 2006 from $849.5 million at
March 31, 2005. The increase included $7.3 million, or 7.66 percent, related to noninterest-bearing deposits. Accordingly the ratio of average noninterest-bearing deposits to total average deposits was 8.00 percent for three months ended
March 31, 2006 compared to 8.03 percent for three months ended March 31, 2005. The general increase in market rates, had the effect of (i) increasing the average cost of total deposits by 107 basis points in three months ended
March 31, 2006 compared to the same period a year ago; and (ii) mitigating a portion of the impact of increasing yields on earning assets on the Companys net interest income.

Total average interest-bearing deposits increased $88 million, or 11.26 percent in three months ended March 31, 2006 compared to the same period a year ago. The
growth in average deposits at March 31, 2006 compared to March 31, 2005 was primarily in money market deposit accounts and savings and interest-on-checking accounts and other time accounts. With the current interest rate environment, it
appears that many customers are more inclined to invest their funds for extended periods and are choosing to maintain such funds in time accounts.

Off-Balance-Sheet Arrangements, Commitments, Guarantees, and Contractual Obligations

The following table summarizes the Companys
contractual obligations and other commitments to make future payments as of March 31, 2006. Payments for borrowings do not include interest. Payments related to leases are based on actual payments specified in the underlying contracts. Loan
commitments and standby letters of credit are presented at contractual amounts; however, since many of these commitments are expected to expire unused or only partially used, the total amounts of these commitments do not necessarily reflect future
cash requirements.



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Part 1 (Continued)

Item 2 (Continued)



|                                                    |  |                        |         |                                      |   |                                     |  |                |        |       |   |        |  |   |        
|--------------------------------------------------- |  | ---------------------- | ------- | ------------------------------------ | - | ----------------------------------- |  | -------------- | ------ | ----- | - | ------ |  | - | -------
|                                                    |  | Payments Due by Period
|                                                    |  | 1 Year or Less         |         | More than 1Year but LessThan 3 Years |   | 3 Years orMore but LessThan 5 Years |  | 5 Years orMore |        | Total
|Contractual obligations:                            |  |                        |         |                                      |   |                                     |  |                |        |       |   |        |  |   |        
|Subordinated debentures                             |  | $                      |        |                                      | $ |                                    |  | $              |       |       | $ | 19,074 |  | $ | 19,074 
|Other borrowed money                                |  |                        | 2,653   |                                      |   | 19                                  |  |                |       |       |   |       |  |   | 2,672  
|Federal Home Loan Bank advances                     |  |                        | 19,500  |                                      |   | 15,500                              |  |                | 1,000  |       |   | 36,000 |  |   | 72,000 
|Operating leases                                    |  |                        | 113     |                                      |   | 162                                 |  |                | 93     |       |   | 135    |  |   | 503    
|Deposits with stated maturity dates                 |  |                        | 566,852 |                                      |   | 88,103                              |  |                | 26,159 |       |   | 158    |  |   | 681,272
|                                                    |  |                        |         |                                      |   |                                     |  |                |        |       |   |        |  |   |        
|                                                    |  |                        | 589,118 |                                      |   | 103,784                             |  |                | 27,252 |       |   | 55,367 |  |   | 775,521
|Other commitments:                                  |  |                        |         |                                      |   |                                     |  |                |        |       |   |        |  |   |        
|Loan commitments                                    |  |                        | 109,892 |                                      |   |                                    |  |                |       |       |   |       |  |   | 109,892
|Standby letters of credit                           |  |                        | 3,107   |                                      |   |                                    |  |                |       |       |   |       |  |   | 3,107  
|Performance letters of credit                       |  |                        | 364     |                                      |   |                                    |  |                |       |       |   |       |  |   | 364    
|Construction Contracts                              |  |                        | 129     |                                      |   |                                    |  |                |       |       |   |       |  |   | 129    
|                                                    |  |                        |         |                                      |   |                                     |  |                |        |       |   |        |  |   |        
|                                                    |  |                        | 113,492 |                                      |   |                                    |  |                |       |       |   |       |  |   | 113,492
|                                                    |  |                        |         |                                      |   |                                     |  |                |        |       |   |        |  |   |        
|Total contractual obligations and Other commitments |  | $                      | 702,610 |                                      | $ | 103,784                             |  | $              | 27,252 |       | $ | 55,367 |  | $ | 889,013
|                                                    |  |                        |         |                                      |   |                                     |  |                |        |       |   |        |  |   |        

In the ordinary course of business, the Company enters into off-balance sheet financial instruments which are not
reflected in the consolidated financial statements. These instruments include commitments to extend credit, standby letters of credit, performance letters of credit, guarantees and liability for assets held in trust. Such financial instruments are
recorded in the financial statements when funds are disbursed or the instruments become payable. The Company uses the same credit policies for these off-balance sheet financial instruments as they do for instruments that are recorded in the
consolidated financial statements.

Loan Commitments. The Company enters into contractual commitments to extend credit, normally with fixed
expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of the Companys commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan
funding. The Company minimizes its exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures. Management assesses the credit risk associated with certain commitments to extend credit in determining the
level of the allowance for possible loan losses. Loan commitments outstanding at March 31, 2006 are included in the table above.

Standby and
Performance Letters of Credit. Letters of credit are written conditional commitments issued by the Company to guarantee the performance of a customer to a third party. In the event the customer does not perform in accordance with the terms of
the agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount of the commitment. If the
commitment is funded, the Company would be entitled to seek recovery from the customer. The Companys policies generally require that standby and performance letters of credit arrangements contain security and debt covenants similar to those
contained in loan agreements. Standby and performance letters of credit outstanding at March 31, 2006 are included in the table above.

Capital and
Liquidity

At March 31, 2006, stockholders equity totaled $69.6 million compared to $68.1 million at December 31, 2005. In
addition to net income of $2.31 million, other significant changes in stockholders equity during three months ended March 31, 2005 included $0.56 million of dividends paid and an increase of $0.04 million resulting from the
amortization of the stock grant plan. The accumulated other comprehensive income (loss) component of stockholders equity totaled ($1,646) thousand at March 31, 2006 compared to ($1,353) thousand at December 31, 2005. This fluctuation
was mostly related to the after-tax effect of changes in the fair value of securities available for sale. Under regulatory requirements, the unrealized gain or loss on securities available for sale does not increase or reduce regulatory capital and
is not included in the calculation of risk-based capital and leverage ratios. Regulatory agencies for banks and bank holding companies utilize capital guidelines designed to measure Tier 1 and total capital and take into consideration the risk
inherent in both on-balance sheet and off-balance sheet items. Tier 1 capital consists of common stock and qualifying preferred stockholders equity less goodwill. Tier 2 capital consists of certain convertible, subordinated and other
qualifying debt and the allowance for loan losses up to 1.25 percent of risk-weighted assets. The Company has no Tier 2 capital other than the allowance for loan losses and gain on marketable equity securities.



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Item 2 (Continued)



Using the capital requirements presently in effect, the Tier 1 ratio as of March 31, 2006 was 9.64 percent and
total Tier 1 and 2 risk-based capital was 10.85 percent. Both of these measures compare favorably with the regulatory minimum of 4 percent for Tier 1 and 8 percent for total risk-based capital. The Companys Tier 1 leverage ratio as of
March 31, 2006 was 7.83 percent, which exceeds the required ratio standard of 4 percent.

For three months ended March 31, 2006, average capital
was $69 million, representing 6.20 percent of average assets for the year. This compares to 6.26 percent for three months ended March 31, 2005 and 6.30 percent for calendar year 2005.

The Company paid quarterly dividends of $0.0775 per common share during the first quarter of 2006, and a quarterly dividend of $0.068 per common share during the first
quarter of 2005, respectively. This equates to a dividend payout ratio of 24.22 percent for first quarter 2006 compared to 22.67 percent for the same period a year ago.

The Company, 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.

Management monitors deposit flow and evaluates alternate pricing structures to retain and grow deposits. 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 immediate market area. Internal policies have been updated to monitor the use of various core
and non-core 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 March 31 2006, the Company held $124.3 million in bonds (excluding FHLB stock), at current market value in the available for sale portfolio. At December 31, 2005, the available for sale bond
portfolio totaled $124.3 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 primarily determines the Companys liquidity posture. Colony had ratios of loans to deposits of 91.6 percent as of March 31, 2006 and 90.9 percent at December 31, 2005. Management employs
alternative funding sources when deposit balances will not meet loan demands. The ratios of loans to all funding sources (excluding Subordinated Debentures) at March 31, 2006 and December 31, 2005 were 85.3 percent and 84.9 percent,
respectively. Management continues to emphasize programs to generate local core deposits as our Companys primary funding sources. The stability of the banks core deposit base is an important factor in Colonys liquidity position. A
heavy percentage of the deposit base is comprised of accounts of individuals and small business with comprehensive banking relationships and limited volatility. At March 31, 2006 and December 31, 2005, the banks had $320.2 million and
$283.6 million in certificates of deposit of $100,000 or more. These larger deposits represented 32.85 percent and 30.03 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.

Local market deposit sources proved insufficient to fund the strong loan growth trends at Colony over the past
several years. The Company supplemented deposit sources with brokered deposits. As of March 31, 2006, the Company had $75.3 million, or 7.73 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 plan for contingent sources of funding not satisfied by both local and out-of-market deposit balances, Colony and its subsidiaries have established multiple borrowing sources to augment their funds management. The
Company has borrowing capacity through membership of the Federal Home Loan Bank program. The banks have also established overnight borrowing 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.

Liquidity measures the ability to meet current and future cash flow needs as they become due. The liquidity of a financial institution reflects its ability to meet loan requests, to accommodate possible outflows in deposits and to take
advantage of interest rate market opportunities. The ability of a financial institution to meet its current financial obligations is a function of balance sheet structure, the ability to liquidate assets, and the availability of alternative sources
of funds. The Company seeks to ensure its funding needs are met by maintaining a level of liquid funds through asset/liability management.



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Part 1 (Continued)

Item 2 (Continued)



Asset liquidity is provided by liquid assets which are readily marketable or pledgeable or which will mature in the
near future. Liquid assets include cash, interest-bearing deposits in banks, securities available for sale, maturities and cash flow from securities held to maturity, and federal funds sold and securities purchased under resale agreements.

Liability liquidity is provided by access to funding sources which include core deposits. Should the need arise; the Company also maintains relationships
with the Federal Home Loan Bank and several correspondent banks that can provide funds on short notice. Since Colony is a holding company and does not conduct operations, its primary sources of liquidity are dividends up streamed from subsidiary
banks and borrowings from outside sources.

The liquidity position of the Company is continuously monitored and adjustments are made to the balance between
sources and uses of funds as deemed appropriate. Management is not aware of any events that are reasonably likely to have a material adverse effect on the Companys liquidity, capital resources or operations. In addition, management is not
aware of any regulatory recommendations regarding liquidity, which if implemented, would have a material adverse effect on the Company.

Impact of
Inflation and Changing Prices

The Companys financial statements included herein have been prepared in accordance with accounting principles
generally accepted in the United States (GAAP). GAAP presently requires the Company to measure financial position and operating results primarily in terms of historic dollars. Changes in the relative value of money due to inflation or
recession are generally not considered. The primary effect of inflation on the operations of the Company is reflected in increased operating costs. In managements opinion, changes in interest rates affect the financial condition of a financial
institution to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate.
Interest rates are highly sensitive to many factors that are beyond the control of the Company, including changes in the expected rate of inflation, the influence of general and local economic conditions and the monetary and fiscal policies of the
United States government, its agencies and various other governmental regulatory authorities, among other things, as further discussed in the next section.

Regulatory and Economic Policies

The Companys business and earnings are affected by general and local economic conditions and by the
monetary and fiscal policies of the United States government, its agencies and various other governmental regulatory authorities, among other things. The Federal Reserve Board regulates the supply of money in order to influence general economic
conditions. Among the instruments of monetary policy available to the Federal Reserve Board are (i) conducting open market operations in United States government obligations, (ii) changing the discount rate on financial institution
borrowings, (iii) imposing or changing reserve requirements against financial institution deposits, and (iv) restricting certain borrowings and imposing or changing reserve requirements against certain borrowing by financial institutions
and their affiliates. These methods are used in varying degrees and combinations to affect directly the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits. For that reason alone, the policies
of the Federal Reserve Board have a material effect on the earnings of the Company.

Governmental policies have had a significant effect on the operating
results of commercial banks in the past and are expected to continue to do so in the future; however, the Company cannot accurately predict the nature, timing or extent of any effect such policies may have on its future business and earnings.

Recently Issued Accounting Pronouncements

See Note 1
 Summary of Significant Accounting Policies, under the section headed Changes in Accounting Principles and Effects of New Accounting Pronouncements included in the Notes to Consolidated Financial Statements.



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Part 1 (Continued)

Item 2 (Continued)



Return on Assets and Stockholders Equity

The following table presents selected financial ratios for each of the periods indicated.



|                           |  |                            |        |   |      |   |       |  
|-------------------------- |  | -------------------------- | ------ | - | ---- | - | ----- | -
|                           |  | Three Months EndedMarch 31 |       
|                           |  | 2006                       |        |   | 2005 |  
|Return on Assets           |  |                            | 0.83   | % |      |   | 0.87  | %
|Return on Equity           |  |                            | 13.39  | % |      |   | 13.92 | %
|Dividend Payout            |  |                            | 24.22  | % |      |   | 22.67 | %
|Avg. Equity to Avg. Assets |  |                            | 6.08   | % |      |   | 6.30  | %
|Dividends Declared         |  | $                          | 0.0775 |   |      | $ | 0.068 |  

Future Outlook

Colony is an emerging company in an industry filled with nonregulated competitors and a rapid pace of consolidation. The year brings with it new opportunities for growth in our existing markets, as well as opportunities to expand into new
markets through acquisitions and denovo branching. The Company completed construction of its main office in Valdosta/Lowndes County that opened during second quarter 2005. The Company completed renovation of its Savannah office during third quarter
2005 and opened its first full-service branch in the Savannah/Chatham County market. The Company awarded the bid on its first full-service branch in Columbus/Muscogee County that should be completed in second quarter 2006. The Company completed
construction on a second office in Warner Robins that was opened during first quarter 2006. Entry into the MSA markets  Savannah, Columbus, Warner Robins, and Valdosta  will require multi-branch offices and the company is presently
looking for available real estate to purchase in those markets.

BUSINESS

General

The Company was organized in 1983
as a bank holding company through the merger of Colony Bank of Fitzgerald with a subsidiary of the Company. Since that time, Colony Bank of Fitzgerald, which was formed by principals of Colony Bankcorp, Inc. in 1976, has operated as a wholly-owned
subsidiary of the Company. In April 1984, Colony Bankcorp, Inc. acquired Colony Bank Wilcox, and in November 1984, Colony Bank Ashburn became a wholly-owned subsidiary of Colony Bankcorp, Inc. Colony Bankcorp, Inc. continued its growth with the
acquisition of Colony Bank of Dodge County in September 1985. In August 1991, Colony Bankcorp, Inc. acquired Colony Bank Worth. In November 1996, Colony Bankcorp, Inc. acquired Colony Bank Southeast and in November 1996 formed a non-bank subsidiary
Colony Management Services, Inc. In March 2002, Colony Bankcorp, Inc. acquired Colony Bank Quitman, FSB and also formed Colony Bankcorp Statutory Trust I. In December 2002, Colony formed its second trust, Colony Bankcorp Statutory Trust II. In
September, 2004, Colony formed its third Trust, Colony Bankcorp Statutory Trust III.

Through its seven subsidiary banks, Colony Bankcorp, Inc. operates a
full-service banking business and offers a broad range of retail and commercial banking services including checking, savings, NOW accounts, money market and time deposits of various types; loans for business, agriculture, real estate, personal uses,
home improvement and automobiles; credit card; letters of credit; investment and discount brokerage services; IRAs; safe deposit box rentals, bank money orders; electronic funds transfer services, including wire transfers and automated teller
machines and internet accounts. Each of the Banks is a member of Federal Deposit Insurance Corporation whose customer deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation.

On April 2, 1998, the Company was listed on Nasdaq National Market. The Companys common stock trades on the Nasdaq Stock Market under the symbol
CBAN. The Company presently has approximately 2,188 shareholders as of March 31, 2006 The Nasdaq Stock Market or Nasdaq is a highly-regulated electronic securities market comprised of competing Market Makers
whose trading is supported by a communications network linking them to quotation dissemination, trade reporting and order execution systems. This market also provides specialized automation services for screen-based negotiations of transactions,
on-line comparison of transactions, and a range of informational services tailored to the needs of the securities industry, investors and issuers. The Nasdaq Stock Market is operated by The Nasdaq Stock Market, Inc., a wholly-owned subsidiary of the
National Association of Securities Dealers, Inc.



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##### Table of Contents

Part 1 (Continued)

Item 3



Quantitative and Qualitative Disclosures About Market Risk

AVERAGE BALANCE SHEETS



|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|------------------------------------------------------------------------- |  | --------------------------------- | --------- | - | --------------------------------- | - | ------------ |  | ---- | --------------- |  | - | -------------- | - | ------------ | - | ------ |  | ---- | -
|                                                                          |  | Three Months Ended March 31, 2006 |           |   | Three Months Ended March 31, 2005 |  
|($ in thousands)                                                          |  | AverageBalances                   |           |   | Income/Expense                    |   | Yields/Rates |  |      | AverageBalances |  |   | Income/Expense |   | Yields/Rates |  
|Assets                                                                    |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Interest-Earning Assets                                                   |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Loans, Net of Unearned Interest and fees                                  |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Taxable (1)                                                               |  | $                                 | 873,891   |   |                                   | $ | 16,776       |  | 7.68 | %               |  | $ | 784,454        |   |              | $ | 13,003 |  | 6.63 | %
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Investment Securities                                                     |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Taxable                                                                   |  |                                   | 121,056   |   |                                   |   | 1,228        |  | 4.06 | %               |  |   | 107,214        |   |              |   | 906    |  | 3.38 | %
|Tax-Exempt (2)                                                            |  |                                   | 6,986     |   |                                   |   | 96           |  | 5.50 | %               |  |   | 6,289          |   |              |   | 70     |  | 4.45 | %
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Total Investment Securities                                               |  |                                   | 128,042   |   |                                   |   | 1,324        |  | 4.14 | %               |  |   | 113,503        |   |              |   | 976    |  | 3.44 | %
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Interest-Bearing Deposits in Other Banks                                  |  |                                   | 1,757     |   |                                   |   | 18           |  | 4.10 | %               |  |   | 2,961          |   |              |   | 17     |  | 2.30 | %
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Federal Funds Sold                                                        |  |                                   | 43,360    |   |                                   |   | 479          |  | 4.42 | %               |  |   | 39,705         |   |              |   | 235    |  | 2.37 | %
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Interest-Bearing Other Assets                                             |  |                                   | 5,121     |   |                                   |   | 59           |  | 4.61 | %               |  |   | 4,488          |   |              |   | 34     |  | 3.03 | %
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Total Interest-Earning Assets                                             |  |                                   | 1,052,171 |   |                                   | $ | 18,656       |  | 7.09 | %               |  |   | 945,111        |   |              | $ | 14,265 |  | 6.04 | %
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Non-interest-Earning Assets                                               |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Cash and Cash Equivalents                                                 |  |                                   | 22,100    |   |                                   |   |              |  |      |                 |  |   | 20,929         |   |              |   |        |  |      |  
|Allowance for Loan Losses                                                 |  |                                   | (11,135   | ) |                                   |   |              |  |      |                 |  |   | (10,335        | ) |              |   |        |  |      |  
|Other Assets                                                              |  |                                   | 48,691    |   |                                   |   |              |  |      |                 |  |   | 41,619         |   |              |   |        |  |      |  
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Total Noninterest-Earning Assets                                          |  |                                   | 59,656    |   |                                   |   |              |  |      |                 |  |   | 52,213         |   |              |   |        |  |      |  
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Total Assets                                                              |  | $                                 | 1,111,827 |   |                                   |   |              |  |      |                 |  | $ | 997,324        |   |              |   |        |  |      |  
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Liabilities and Stockholders Equity                                      |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Interest-Bearing Liabilities                                              |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Interest-Bearing Deposits                                                 |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Interest-Bearing Demand and Savings                                       |  | $                                 | 216,988   |   |                                   | $ | 980          |  | 1.81 | %               |  | $ | 204,122        |   |              | $ | 583    |  | 1.14 | %
|Other Time                                                                |  |                                   | 652,291   |   |                                   |   | 6,534        |  | 4.01 | %               |  |   | 577,156        |   |              |   | 3,901  |  | 2.70 | %
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Total Interest-Bearing Deposits                                           |  |                                   | 869,279   |   |                                   |   | 7,514        |  | 3.46 | %               |  |   | 781,278        |   |              |   | 4,484  |  | 2.30 | %
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Other Interest-Bearing Liabilities                                        |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Other Borrowed Money                                                      |  |                                   | 71,946    |   |                                   |   | 767          |  | 4.26 | %               |  |   | 61,430         |   |              |   | 596    |  | 3.88 | %
|Subordinated Debentures                                                   |  |                                   | 19,074    |   |                                   |   | 377          |  | 7.91 | %               |  |   | 19,074         |   |              |   | 280    |  | 5.87 | %
|Federal Funds Purchased and Securities Sold Under Agreement to Repurchase |  |                                   | 870       |   |                                   |   | 9            |  | 4.14 | %               |  |   | 39             |   |              |   | 0      |  | 0.00 | %
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Total Other Interest-Bearing Liabilities                                  |  |                                   | 91,890    |   |                                   |   | 1,153        |  | 5.02 | %               |  |   | 80,543         |   |              |   | 876    |  | 4.35 | %
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Total Interest-Bearing Liabilities                                        |  |                                   | 961,169   |   |                                   | $ | 8,667        |  | 3.61 | %               |  |   | 861,821        |   |              | $ | 5,360  |  | 2.49 | %
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Noninterest-Bearing Liabilities and Stockholders Equity                  |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Demand Deposits                                                           |  |                                   | 75,601    |   |                                   |   |              |  |      |                 |  |   | 68,259         |   |              |   |        |  |      |  
|Other Liabilities                                                         |  |                                   | 6,097     |   |                                   |   |              |  |      |                 |  |   | 4,782          |   |              |   |        |  |      |  
|Stockholders Equity                                                      |  |                                   | 68,960    |   |                                   |   |              |  |      |                 |  |   | 62,462         |   |              |   |        |  |      |  
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Total Noninterest-Bearing Liabilities and Stockholders Equity            |  |                                   | 150,658   |   |                                   |   |              |  |      |                 |  |   | 135,503        |   |              |   |        |  |      |  
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Total Liabilities and Stockholders Equity                                |  | $                                 | 1,111,827 |   |                                   |   |              |  |      |                 |  | $ | 997,324        |   |              |   |        |  |      |  
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Interest Rate Spread                                                      |  |                                   |           |   |                                   |   |              |  | 3.48 | %               |  |   |                |   |              |   |        |  | 3.55 | %
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Net Interest Income                                                       |  |                                   |           |   |                                   | $ | 9,989        |  |      |                 |  |   |                |   |              | $ | 8,905  |  |      |  
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  
|Net Interest Margin                                                       |  |                                   |           |   |                                   |   |              |  | 3.80 | %               |  |   |                |   |              |   |        |  | 3.77 | %
|                                                                          |  |                                   |           |   |                                   |   |              |  |      |                 |  |   |                |   |              |   |        |  |      |  

---

|(1) | The average balance of loans includes the average balance of nonaccrual loans. Income on such loans is recognized and recorded on the cash basis. Taxable equivalent adjustments
totaling $23 and $29 for three month periods ended March 31, 2006 and 2005, respectively, are included in tax-exempt interest on loans.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Taxable-equivalent adjustments totaling $33 and $24 for three month periods ended March 31, 2006 and 2005, respectively, are included in tax-exempt interest on investment
securities. The adjustments are based on a federal tax rate of 34 percent with appropriate reductions for the effect of disallowed interest expense incurred in carrying tax-exempt obligations.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Part 1 (Continued)

Item 3 (Continued)



Colony Bankcorp, Inc. and Subsidiary

Interest Rate Sensitivity

The following table is an analysis of the Companys interest
rate-sensitivity position at March 31, 2006. The interest-bearing rate-sensitivity gap, which is the difference between interest-earning assets and interest-bearing liabilities by repricing period, is based upon maturity or first repricing
opportunity, along with a cumulative interest rate-sensitivity gap. It is important to note that the table indicates a position at a specific point in time and may not be reflective of positions at other times during the year or in subsequent
periods. Major changes in the gap position can be, and are, made promptly as market outlooks change.



|                                                                                   |  |                                         |         |   |               |   |          |        |  |   |             |    |  |             |         |   |       |   |         |    |  |   |          
|---------------------------------------------------------------------------------- |  | --------------------------------------- | ------- | - | ------------- | - | -------- | ------ |  | - | ----------- | -- |  | ----------- | ------- | - | ----- | - | ------- | -- |  | - | ---------
|                                                                                   |  | Assets and Liabilities Repricing Within
|($ in Thousands)                                                                   |  | 3 Monthsor Less                         |         |   | 4 to 12Months |   |          | 1 Year |  |   | 1 to 5Years |    |  | Over 5Years |         |   | Total
|                                                                                   |  |                                         |         |   |               |   |          |        |  |   |             |    |  |             |         |   |       |   |         |    |  |   |          
|EARNING ASSETS:                                                                    |  |                                         |         |   |               |   |          |        |  |   |             |    |  |             |         |   |       |   |         |    |  |   |          
|Interest-bearing Deposits                                                          |  | $                                       | 3,631   |   |               | $ | 0        |        |  | $ | 3,631       |    |  | $           | 0       |   |       | $ | 0       |    |  | $ | 3,631    
|Federal Funds Sold                                                                 |  |                                         | 54,104  |   |               |   | 0        |        |  |   | 54,104      |    |  |             | 0       |   |       |   | 0       |    |  |   | 54,104   
|Investment Securities                                                              |  |                                         | 15,149  |   |               |   | 1,685    |        |  |   | 16,834      |    |  |             | 98,648  |   |       |   | 8,820   |    |  |   | 124,302  
|Loans, Net of Unearned Income                                                      |  |                                         | 394,754 |   |               |   | 168,213  |        |  |   | 562,967     |    |  |             | 317,342 |   |       |   | 12,348  |    |  |   | 892,657  
|Other Interest-bearing Assets                                                      |  |                                         | 5,469   |   |               |   | 0        |        |  |   | 5,469       |    |  |             | 0       |   |       |   | 0       |    |  |   | 5,469    
|                                                                                   |  |                                         |         |   |               |   |          |        |  |   |             |    |  |             |         |   |       |   |         |    |  |   |          
|Total Interest-earning assets                                                      |  |                                         | 473,107 |   |               |   | 169,898  |        |  |   | 643,005     |    |  |             | 415,990 |   |       |   | 21,168  |    |  |   | 1,080,163
|                                                                                   |  |                                         |         |   |               |   |          |        |  |   |             |    |  |             |         |   |       |   |         |    |  |   |          
|INTEREST-BEARING LIABILITIES:                                                      |  |                                         |         |   |               |   |          |        |  |   |             |    |  |             |         |   |       |   |         |    |  |   |          
|Interest-bearing Demand Deposits (1)                                               |  |                                         | 181,882 |   |               |   | 0        |        |  |   | 181,882     |    |  |             | 0       |   |       |   | 0       |    |  |   | 181,882  
|Savings (1)                                                                        |  |                                         | 37,973  |   |               |   | 0        |        |  |   | 37,973      |    |  |             | 0       |   |       |   | 0       |    |  |   | 37,973   
|Time Deposits                                                                      |  |                                         | 165,096 |   |               |   | 401,756  |        |  |   | 566,852     |    |  |             | 114,262 |   |       |   | 158     |    |  |   | 681,272  
|Other Borrowings (2)                                                               |  |                                         | 27,172  |   |               |   | 0        |        |  |   | 27,172      |    |  |             | 11,500  |   |       |   | 36,000  |    |  |   | 74,672   
|Subordinated Debentures                                                            |  |                                         | 19,074  |   |               |   | 0        |        |  |   | 19,074      |    |  |             | 0       |   |       |   | 0       |    |  |   | 19,074   
|                                                                                   |  |                                         |         |   |               |   |          |        |  |   |             |    |  |             |         |   |       |   |         |    |  |   |          
|Total Interest-bearing liabilities                                                 |  |                                         | 431,197 |   |               |   | 401,756  |        |  |   | 832,953     |    |  |             | 125,762 |   |       |   | 36,158  |    |  |   | 994,873  
|                                                                                   |  |                                         |         |   |               |   |          |        |  |   |             |    |  |             |         |   |       |   |         |    |  |   |          
|Interest rate-sensitivity gap                                                      |  |                                         | 41,910  |   |               |   | (231,858 | )      |  |   | (189,948    | )  |  |             | 290,228 |   |       |   | (14,990 | )  |  |   | 85,290   
|                                                                                   |  |                                         |         |   |               |   |          |        |  |   |             |    |  |             |         |   |       |   |         |    |  |   |          
|Cumulative interest-sensitivity gap                                                |  |                                         | 41,910  |   |               |   | (189,948 | )      |  |   | (189,948    | )  |  |             | 100,280 |   |       |   | 85,290  |    |  |   |          
|                                                                                   |  |                                         |         |   |               |   |          |        |  |   |             |    |  |             |         |   |       |   |         |    |  |   |          
|Interest rate-sensivitiy gap as a percentage of interest-earning assets            |  |                                         | 3.88    | % |               |   | (21.47   | )%     |  |   | (17.59      | )% |  |             | 26.87   | % |       |   | (1.39   | )% |  |   |          
|                                                                                   |  |                                         |         |   |               |   |          |        |  |   |             |    |  |             |         |   |       |   |         |    |  |   |          
|Cumulative interest rate-sensitivity as as a percentage of interest-earning assets |  |                                         | 3.88    | % |               |   | (17.59   | )%     |  |   | (17.59      | )% |  |             | 9.28    | % |       |   | 7.90    | %  |  |   |          
|                                                                                   |  |                                         |         |   |               |   |          |        |  |   |             |    |  |             |         |   |       |   |         |    |  |   |          

---

|(1) | Interest-bearing Demand and Savings Accounts for repricing purposes are considered to reprice within 3 months or less.
|--- | ----------------------------------------------------------------------------------------------------------------------

|(2) | Short-term borrowings for repricing purposes are considered to reprice within 3 months or less.
|--- | -----------------------------------------------------------------------------------------------

The foregoing table indicates that we had a one year negative gap of ($190) million, or (17.59) percent of total assets at March 31, 2006. In theory, this would indicate that at March 31, 2006, $190
million more in liabilities than assets would reprice if there were a change in interest rates over the next 365 days. Thus, if interest rates were to increase, the gap would indicate a resulting decrease in net interest margin. However, changes in
the mix of earning assets or supporting liabilities can either increase or decrease the net



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##### Table of Contents

Part 1 (Continued)

Item 3 (Continued)



interest margin without affecting interest rate sensitivity. In addition, the interest rate spread between an asset and our supporting liability can vary
significantly while the timing of repricing of both the assets and our supporting liability can remain the same, thus impacting net interest income. This characteristic is referred to as a basis risk and, generally, relates to the repricing
characteristics of short-term funding sources such as certificates of deposits.

Gap analysis has certain limitations. Measuring the volume of repricing or
maturing assets and liabilities does not always measure the full impact on the portfolio value of equity or net interest income. Gap analysis does not account for rate caps on products; dynamic changes such as increasing prepay speeds as interest
rates decrease, basis risk, or the benefit of non-rate funding sources. The majority of our loan portfolio reprices quickly and completely following changes in market rates, while non-term deposit rates in general move slowly and usually incorporate
only a fraction of the change in rates. Products categorized as non-rate sensitive, such as our noninterest-bearing demand deposits, in the gap analysis behave like long term fixed rate funding sources. Both of these factors tend to make our actual
behavior more asset sensitive than is indicated in the gap analysis. In fact, we experience higher net interest income when rates rise, opposite what is indicated by the gap analysis. In fact, during the recent period of declines in interest rates,
our net interest margin has declined. Therefore, management uses gap analysis, net interest margin analysis and market value of portfolio equity as our primary interest rate risk management tools.



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##### Table of Contents

Part I (Continued)

Item 4



CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company carried out an evaluation, under the
supervision and with the participation of our Chief Executive Officer and the Principal Financial and Accounting Officer of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and
Principal Financial and Accounting Officer concluded that the disclosure controls and procedures are effective.



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##### Table of Contents

PART II  OTHER INFORMATION

ITEM 1  LEGAL PROCEEDINGS

None

ITEM 1A  RISK FACTORS

During the period covered by this report, there have been no material changes from risk factors as
previously disclosed in the registrants Form 10-K filed on March 15, 2006 in response to Item 1A to Part I of Form 10-K.

ITEM 2  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Pursuant to the Companys 2004
Restricted Stock Grant Plan, on January 2, 2006, the Company granted to certain company and subsidiary bank officers and employees restricted stock in the aggregate of 6,855 shares of the Companys common stock. One-third of the shares
vest on each anniversary of the date of the grant.

The shares granted were issued without registration under the Securities Act of 1933, as amended (the
Act), in reliance upon certain exemption(s) from registration under the Act. The Company based such reliance upon factual representations made to the Company by the grantees regarding their investment intent and sophistication, among
other things.

ITEM 3  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5  OTHER INFORMATION

None

ITEM 6  EXHIBITS

3.1 Articles of Incorporation

-filed as Exhibit 3(a) to the Registrants Registration Statement on Form 10 (File No. 0-18486), filed with the Commission on April 25, 1990
and incorporated herein by reference

3.2 Bylaws, as Amended

-filed as Exhibit 3(b) to the Registrants Registration Statement on Form 10 (File No. 0-18486), filed with the Commission on April 25, 1990
and incorporated herein by reference

4.1 Instruments Defining the Rights of Security Holders

-incorporated herein by reference to page 1 of the Companys Definitive Proxy Statement for Annual Meeting of Stockholders to be held on
April 27, 2004, filed with the Securities and Exchange Commission on March 3, 2004 (File No. 000-12436)

10.1 Deferred
Compensation Plan and Sample Director Agreement

-filed as Exhibit 10(a) to the Registrants Registration Statement on Form 10
(File No. 0-18486), filed with the Commission on April 25, 1990 and incorporated herein by reference



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##### Table of Contents

Part II (Continued)

Item 6 (Continued)



10.2 Profit-Sharing Plan Dated January 1, 1979

-filed as Exhibit 10(b) to the Registrants Registration Statement on Form 10 (File No. 0-18486), filed with the Commission on April 25, 1990
and incorporated herein by reference

10.3 1999 Restricted Stock Grant Plan and Restricted Stock Grant Agreement

-filed as Exhibit 10(c) the Registrants Annual Report on Form 10-K (File No. 000-12436), filed with the Commission on March 30, 2001 and
incorporated herein by reference

10.4 2004 Restricted Stock Grant Plan and Restricted Stock Grant Agreement

- filed as Exhibit C to the Registrants Definitive Proxy Statement for Annual Meeting of Shareholders held on April 27, 2004, filed with the
Securities and Exchange Commission on March 3, 2004 (File No. 000-12436) and incorporated herein by reference

10.5 Lease
Agreement  Mobile Home Tracts, LLC c/o Stafford Properties, Inc. and Colony Bank Worth

- filed as Exhibit 10.5 to the
Registrants Quarterly Report on Form 10Q (File No. 000-12436), filed with Securities and Exchange Commission on November 5, 2004 and incorporated herein by reference

11.1 Statement of Computation of Earnings Per Share

31.1 Certificate of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

31.2 Certificate of Chief Financial Officer Pursuant to Section 302 of Sarbanes  Oxley Act of 2002

32.1
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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##### Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.



|      |  |             |  |                                              
|----- |  | ----------- |  | ---------------------------------------------
|      |  |             |  | /s/ Al D. Ross                               
|Date: |  | May 9, 2006 |  | Al D. Ross,                                  
|      |  |             |  | President and Chief Executive Officer        
|      |  |            
|      |  |             |  | /s/ Terry L. Hester                          
|Date: |  | May 9, 2006 |  | Terry L. Hester, Executive Vice President and
|      |  |             |  | Chief Financial Officer                      



52