EXHIBIT 99.1


                          GENERATIONS BANCSHARES, INC.
                              336 Blue Ridge Street
                           Blairsville, Georgia  30512
                                 (706) 745-5588


                                 April 16, 2004


Dear Shareholder:

     You are cordially invited to attend our annual meeting of shareholders,
which will be held at our main office at 336 Blue Ridge Street in Blairsville,
Georgia on May 19, 2004, at 10:00 a.m. I sincerely hope that you will be able to
attend the meeting, and I look forward to seeing you.

     The attached notice of the annual meeting and proxy statement describes the
formal business to be transacted at the meeting.  We will also report on our
operations during the past year and during the first quarter of 2004, as well as
our plans for the future.

     To ensure the greatest number of shareholders will be present either in
person or by proxy, we ask that you mark, date, and sign the enclosed proxy
card, and return it to us in the envelope provided as soon as possible.  If you
attend the meeting in person, you may revoke your proxy at the meeting and vote
your shares in person.  You may revoke your proxy at any time before it is
voted.

                                      Sincerely,



                                      John H. Ketner, Jr.
                                      Chief Executive Officer


<PAGE>
                          GENERATIONS BANCSHARES, INC.
                              336 Blue Ridge Street
                           Blairsville, Georgia  30512
                                 (706) 745-5588


                  NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 19, 2004


     The annual meeting of shareholders of GENERATIONS BANCSHARES, INC. will be
held on Thursday, May 19, 2004, at 10:00 a.m. at our main office at 336
Blue Ridge Street in Blairsville, Georgia , for the following purposes:

     (1)  To  elect  three  (3)  persons  to  serve  as  Class I Directors for a
          three-year  term  expiring  in  2007;

     (2)  To transact any other business as may properly come before the meeting
          or  any  adjournments  of  the  meeting.

     The Board of Directors has set the close of business on April 1, 2004 as
the record date for determining the shareholders who are entitled to notice of
and to vote at the meeting.

     We hope that you will be able to attend the meeting.  Whether or not you
plan to attend the meeting, we ask that you mark, date, sign, and return the
enclosed proxy card as soon as possible.  If you attend the meeting in person,
you may revoke your proxy at the meeting and vote your shares in person.  You
may revoke your proxy at any time before the proxy is exercised.


                              By Order of the Board of Directors,


                              John H. Ketner, Jr.
                              Chief Executive Officer




April 16, 2004


<PAGE>
                          GENERATIONS BANCSHARES, INC.
                              336 Blue Ridge Street
                           Blairsville, Georgia  30512
                                 (706) 745-5588

           __________________________________________________________

                     PROXY STATEMENT FOR 2004 ANNUAL MEETING
           __________________________________________________________


                                  INTRODUCTION

TIME AND PLACE OF THE MEETING

     Our Board of Directors is furnishing this proxy statement in connection
with its solicitation of proxies for use at the annual meeting of shareholders
to be held on Thursday, May 19, 2004, at 10:00 a.m. at our main office at 336
Blue Ridge Street in Blairsville, Georgia , and at any adjournments of the
meeting.

RECORD DATE AND MAILING DATE

     The close of business on April 1, 2004 is the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
We first mailed this proxy statement and the accompanying proxy card to
shareholders on or about April 16, 2004.

NUMBER OF SHARES OUTSTANDING

     As of the close of business on the record date, the Company had 10,000,000
shares of common stock, $1.00 par value, authorized, of which 913,834 shares
were issued and outstanding.  Each issued and outstanding share is entitled to
one vote on all matters presented at the meeting.

                          VOTING AT THE ANNUAL MEETING

PROPOSALS TO BE CONSIDERED

     ELECTION OF DIRECTORS.  Shareholders will be asked to vote on the election
of three persons to serve as Class I Directors of the Company for a three-year
term expiring in 2007.  The nominees for Class I Directors, as well as the
continuing directors, are described beginning on page 2.

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THIS PROPOSAL.


<PAGE>
PROCEDURES FOR VOTING BY PROXY

     If you properly sign, return and do not revoke your proxy, the persons
appointed as proxies will vote your shares according to the instructions you
have specified on the proxy card.  If you sign and return your proxy card but do
not specify how the persons appointed as proxies are to vote your shares, your
proxy will be voted FOR the election of the director nominees, and in the best
judgment of the persons appointed as proxies as to all other matters properly
brought before the meeting.  If any nominee for election to the Board of
Directors named in this proxy statement becomes unavailable for election for any
reason, the proxy may be voted for a substitute nominee selected by the Board of
Directors.

     You can revoke your proxy at any time before it is voted by delivering to
John H. Ketner, Jr., President and Chief Executive Officer of the Company, at
the main office of the Bank, either a written revocation of the proxy or a duly
executed proxy bearing a later date or by attending the meeting and voting in
person.

REQUIREMENTS FOR SHAREHOLDER APPROVAL

     A quorum will be present at the meeting if a majority of the outstanding
shares of common stock entitled to vote at the meeting is represented in person
or by valid proxy.  We will count abstentions and broker non-votes, which are
described below, in determining whether a quorum exists.  Only those votes
actually cast for the election of a director, however, will be counted for
purposes of determining whether a particular director nominee receives
sufficient votes to be elected.  To be elected, a director nominee must receive
more votes than any other nominee for the particular seat on the Board of
Directors.  As a result, if you withhold your vote as to one or more nominees,
it will have no effect on the outcome of the election unless you cast that vote
for a competing nominee.  At the present time we do not know of any competing
nominees.

     ABSTENTIONS.  A shareholder who is present in person or by proxy at the
annual meeting and who abstains from voting on any or all proposals will be
included in the number of shareholders present at the annual meeting for the
purpose of determining the presence of a quorum.  Abstentions do not count as
votes in favor of or against a given matter.

     BROKER NON-VOTES.  Brokers who hold shares for the accounts of their
clients may vote these shares either as directed by their clients or in their
own discretion if permitted by the exchange or other organization of which they
are members.  Proxies that contain a broker vote on one or more proposals but no
vote on others are referred to as "broker non-votes" with respect to the
proposal(s) not voted upon.  Broker non-votes are included in determining the
presence of a quorum.  A broker non-vote, however, does not count as a vote in
favor of or against a particular proposal for which the broker has no
discretionary voting authority.


PROXY SOLICITATION

     The Company will pay the cost of proxy solicitation.  Our directors,
officers and employees may, without additional compensation, solicit proxies by
personal interview, telephone, fax, or otherwise.  We will direct brokerage
firms or other custodians, nominees or fiduciaries to forward our proxy
solicitation material to the beneficial owners of common stock held of record by
these institutions and will reimburse them for the reasonable out-of-pocket
expenses they incur in connection with this process.


                                        2
<PAGE>
                      PROPOSAL ONE:  ELECTION OF DIRECTORS

     The Board of Directors consists of eleven members and is divided into three
classes which are as nearly equal in number as possible.  The directors in each
class serve for staggered terms of three years each.  The term of each class
expires at the annual meeting in the years indicated below and upon the election
and qualification of the directors in the class.  The Board of Directors
unanimously recommends that the shareholders elect the persons identified below
as Director Nominees to serve as Class I Directors for a three-year term
expiring in 2007.  The following table sets forth for each nominee and each
continuing director:  (a) his or her name; (b) his or her age at December 31,
2003; (c) how long he or she has been a director of the Company; (d) his or her
position(s) with the Company, other than as a director; and (e) his or her
principal occupation and business experience for the past five years.

<TABLE>
<CAPTION>
                                DIRECTOR  POSITION WITH THE COMPANY
NAME (AGE)                      SINCE     AND BUSINESS EXPERIENCE
------------------------------  --------  --------------------------------------------------
<S>                             <C>       <C>
CLASS I DIRECTOR NOMINEES
(For Three-Year Term Expiring
 2007)

John H. Ketner, Jr. (62)            2003  Chief Executive Officer of the Company and
                                          Bank; previously President and Chief Executive
                                          Officer of Centennial Bank, Pinehurst, North
                                          Carolina

James L. Burrell, Jr. (50)          2001  Owner of Burrell Farm (cattle farm)

Teresa L. Colditz (38)              2001  Owner of Colditz Trucking


                                        3
<PAGE>
                                DIRECTOR  POSITION WITH THE COMPANY
NAME (AGE)                      SINCE     AND BUSINESS EXPERIENCE
------------------------------  --------  --------------------------------------------------

CLASS II CONTINUING
DIRECTORS
(Term Expiring 2005)

Lon A. Dillard (33)                 2001  President and Owner of Appalachian Water, Inc.;
                                          President and Owner of Byers Well Drilling, Inc.

David K. George (47)                2001  President of the Company and the Bank; Senior
                                          Loan Officer of the Bank; previously Senior Vice
                                          President and Loan Officer of Bank of Hiawassee

Jeffrey H. Hall (45)                2001  Owner of Studio 129 (advertising company);
                                          Production Manager for Mountain Lake Publishing

T. Kenneth Kilpatrick (70)          2001  Superior Court Judge; Senior Judge

CLASS III CONTINUING
DIRECTORS
(Term Expiring 2006)

F. Darrell Mann (54)                2001  Owner of Real Estate Brokerage Business, from
                                          1999 to 1995 Office Manager of Blue Ridge
                                          Anesthesia Associates

Timothy A. Nelson (52)              2001  Owner of Depot Power Center, Inc. (retail power
                                          equipment); Director of Blue Ridge Fitness Center

Robert M. Thomas, Jr. (47)          2001  Chairman of the Board of Directors of the
                                          Company and the Bank; President and Owner of
                                          Thomas Insurance Group, Inc.

John Mark Turner (37)               2001  Owner of Mountain Eye Care (optometry practice)
</TABLE>


                                        4
<PAGE>
                         INDEPENDENT PUBLIC ACCOUNTANTS

     The Company's Audit Committee has selected the accounting firm of Mauldin &
Jenkins, LLC, to serve as independent accountants of the Company for the fiscal
year ending December 31, 2004.  A representative of the firm is expected to be
present at the meeting and will be given the opportunity to make a statement if
he or she desires to do so and will be available to respond to appropriate
questions from shareholders.

                                  OTHER MATTERS

     The Board of Directors of the Company knows of no other matters that may be
brought before the meeting.  If, however, any matters other than those described
in the Notice of Annual Meeting of Shareholders, should properly come before the
meeting, votes will be cast pursuant to the proxies in accordance with the best
judgment of the proxy holders.

     If  you  cannot  be present in person, you are requested to complete, sign,
date, and return the enclosed proxy promptly.  An envelope has been provided for
that  purpose.  No  postage  is  required  if  mailed  in  the  United  States.




April 16, 2004


                                        5
<PAGE>
                          GENERATIONS BANCSHARES, INC.
                                      PROXY
                       SOLICITED BY THE BOARD OF DIRECTORS
                     FOR THE ANNUAL MEETING OF SHAREHOLDERS
                      TO BE HELD ON THURSDAY, MAY 19, 2004

The undersigned hereby appoints John H. Ketner, Jr., Chief Executive Officer, or
Nita  Elliot,  Chief  Financial Officer, or either of them, as proxies, with the
power  to  appoint his substitute, and hereby authorizes him to represent and to
vote,  as  designated  below, all of the common stock of GENERATIONS BANCSHARES,
INC.,  which  the undersigned would be entitled to vote if personally present at
the  annual  meeting  of  shareholders to be held at our main office at 336 Blue
Ridge  Street  in  Blairsville, Georgia on Thursday, May 19, 2004, at 10:00 a.m.
and  at  any adjournments of the annual meeting, upon the proposals described in
the  accompanying  notice of the annual meeting and the proxy statement relating
to  the  annual  meeting,  receipt  of  which  are  hereby  acknowledged.

 THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL.


PROPOSAL  1:   To  elect  the three (3) persons listed below to serve as Class I
               Directors  of  GENERATIONS BANCSHARES, INC. for a three-year term
               expiring  at  the  2007  annual  meeting  of  shareholders:

     John H. Ketner, Jr.       James L. Burrell, Jr.      Teresa L. Colditz


     [_]  FOR all nominees listed above (except as   [_]  WITHHOLD authority to
          indicated below)                                vote for all nominees
                                                          listed above

INSTRUCTION:   To withhold authority for any individual nominees, mark "FOR"
               above, and write the nominees' names in this space.
               ___________________________________________________


     THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION TO THE CONTRARY IS INDICATED, IT
WILL BE VOTED FOR THE PROPOSALS.  DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS
TO ALL OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING.

     If stock is held in the name of more than one person, all holders must
sign.  Signatures should correspond exactly with the name or names appearing on
the stock certificate(s).  When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.  If a corporation, please
sign in full corporate name by president or other authorized officer.  If a
partnership, please sign in partnership name by authorized person.


                                           -------------------------------------
                                           Signature of Shareholder     Date


                                           -------------------------------------
                                           Signature of Shareholder     Date


                                           -------------------------------------
                                           Print Name(s) of Shareholder(s)


Please mark, sign and date this Proxy, and return it in the enclosed
return-addressed envelope.  No postage necessary.

I WILL __________   WILL NOT ___________ ATTEND THE ANNUAL SHAREHOLDERS MEETING.

                     PLEASE RETURN PROXY AS SOON AS POSSIBLE
                     ---------------------------------------


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