U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)

[X]     Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934

For fiscal year ended DECEMBER 31, 2003
                      -----------------

[ ]     Transition report under Section 13 or 15(d) of the Securities Exchange
        Act of 1934

        For the transition period from ______________to _______________

        Commission file number   000-30511
                               -------------

                            CHEROKEE BANKING COMPANY
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

               GEORGIA                                      58-2432974
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    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

1275 RIVERSTONE PARKWAY, CANTON, GEORGIA                       30114
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                    (Zip Code)

Securities registered pursuant to Section 12(b) of the Act:     NONE.
                                                                -----

Securities registered pursuant to Section 12(g) of the Act:     COMMON STOCK, NO
                                                                ----------------
                                                                PAR VALUE.
                                                                ----------

Check whether the issuer:  (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  past  90  days.  Yes  X   No
                                                                   ---     ---

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge, in definitive proxy or a
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB. [ ]

State  issuer's  revenues  for  its  most  recent  fiscal  year:  $5,913,620
                                                                  ----------

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates  computed  by  reference  to the price at which the stock was
sold,  or  the  average  bid  and  asked  prices  of such common equity, as of a
specified  date  within the past 60 days:  $8,211,910 AS OF MARCH 12, 2004 BASED
                                           -------------------------------------
ON  A  PER  SHARE  PRICE  OF  $14.00.
 ------------------------------------

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.  812,515 AS OF MARCH 12, 2004
                                                   ----------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions  of  the Registrant's Annual Report to Shareholders for the fiscal year
ended  December  31,  2003  are  incorporated  by reference into Parts I and II.

Portions of the Registrant's Proxy Statement for the Annual Meeting of
Shareholders, to be held on May 24, 2004, are incorporated by reference into
Part III.

  Transitional Small Business Disclosure format (check one):     Yes      No  X
                                                                     ---     ---


<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


<S>       <C>       <C>                                                      <C>
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
   ITEM 1.   DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . . .   1
   ITEM 2.   DESCRIPTION OF PROPERTIES . . . . . . . . . . . . . . . . . . .  12
   ITEM 3.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . .  12
   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . .  12
PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
   ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
             STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . . .  13
   ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . .  13
   ITEM 7.   FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . .  13
   ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
   ITEM 8A.  ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . .  13
             CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . .  13
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
   ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
             PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
             ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
   ITEM 10.  EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . . . .  14
   ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . .  14
   ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . . . .  15
   ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 10-KSB. . . . . . . . . . .  15
   ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES. . . . . . . . . . . . .  16
</TABLE>


<PAGE>
                                     PART I


ITEM 1.   DESCRIPTION OF BUSINESS

         SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

     This Report contains statements that constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and the
Securities Exchange Act of 1934.  Various matters discussed in this document and
in documents incorporated by reference herein, including matters discussed under
the caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations," may constitute forward-looking statements for purposes
of the Securities Act and the Securities Exchange Act.  These forward-looking
statements are based on many assumptions and estimates and are not guarantees of
future performance, and may involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
Cherokee Banking Company (the "Company") to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. The words "expect," "anticipate," "intend,' "plan,"
"believe," "seek,' "estimate," and similar expressions are intended to identify
such forward-looking statements.  The Company's actual results may differ
materially from the results anticipated in these forward-looking statements due
to a variety of factors, including, without limitation:

     -    significant  increases  in  competitive  pressure  in  the banking and
          financial  services  industries;

     -    changes in the interest rate environment that could reduce anticipated
          or  actual  margins;

     -    changes  in  political  conditions  or  the  legislative or regulatory
          environment;

     -    general  economic  conditions,  either  nationally  or  regionally and
          especially  in  our primary service area, becoming less favorable than
          expected  resulting  in, among other things, a deterioration in credit
          quality;

     -    changes  occurring  in  business  conditions  and  inflation;

     -    changes  in  technology;

     -    changes  in  monetary  and  tax  policies;

     -    the  level  of  allowance  for  loan  loss;

     -    the  rate  of  delinquencies  and  amounts  of  charge-offs;

     -    the  rates  of  loan  growth;

     -    adverse  changes  in  asset  quality and resulting credit risk-related
          losses  and  expenses;

     -    changes  in  the  securities  markets;  and

     -    other  risks  and  uncertainties  detailed  from  time  to time in our
          filings  with  the  Securities  and  Exchange  Commission.

All written or oral forward-looking statements attributable to the Company are
expressly qualified in their entirety by these cautionary statements.

                            CHEROKEE BANKING COMPANY

     The Company was incorporated as a Georgia corporation on October 9, 1998,
and became a bank holding company by acquiring all of the issued and outstanding
common stock of Cherokee Bank, N.A., located in Canton, Georgia (the "Bank").
The Bank is the only subsidiary of the Company.


                                        1
<PAGE>
     The Company was organized to facilitate the Bank's ability to serve its
customers' banking needs.  Specifically, the holding company structure provides
flexibility to expand the Company's banking business through possible future
acquisitions of other financial institutions and the ability to acquire or
establish banking-related services that cannot be engaged in directly by
national banks but are permissible for bank holding companies.  Additionally,
the holding company structure makes it easier to raise capital for the Bank
because the Company will be able to issue securities without the need for prior
banking regulatory approval, and the proceeds of debt securities issued by the
Company can be invested in the Bank as primary capital.

     The Company has no present plans to acquire or establish any additional
operating subsidiaries.  We may, however, make acquisitions in the future in the
event that the acquisitions are deemed to be in the best interests of the
Company and its shareholders.  Any acquisition would be subject to various
regulatory approvals and requirements.

                               CHEROKEE BANK, N.A.

GENERAL

     Cherokee  Bank  began business in July of 1999 as a full-service commercial
bank.  The Bank offers personal and business checking accounts, interest-bearing
checking  accounts,  savings  accounts  and  various  types  of  certificates of
deposit.  Cherokee  Bank  also  offers  commercial  loans, installment and other
consumer  loans,  home  equity  loans, home equity lines of credit, construction
loans  and  mortgage  loans.  In  addition,  the Bank provides such products and
services  as  official  bank  checks  and  money  orders,  traveler's  checks,
Mastercard(R)  and  Visa(R)  credit  cards, MasterMoney(R) debit cards, internet
banking  and  bill-pay,  bank-by-mail,  direct deposit and United States Savings
Bonds.

PHILOSOPHY

     Our  business  philosophy  is  to  operate the Bank as a community-oriented
financial  institution  emphasizing  prompt,  personalized  customer  service to
individuals  and  businesses  located  primarily in Cherokee County, Georgia. We
have adopted this philosophy in order to attract customers and to acquire market
share  now  controlled  by other financial institutions operating in our primary
market.  We  believe  that  local ownership and control allows the Bank to serve
its  customers  more  efficiently,  helping us to grow both our deposit base and
loan  portfolio.

MARKET AREA AND COMPETITION

     The  Bank's  primary  service  or  market area is Cherokee County, Georgia,
which  includes  the  cities of Ball Ground, Canton, Holly Springs, Waleska, and
Woodstock.  Cherokee  County  lies  northwest  of  the  city  of  Atlanta  with
Interstates  575  and  75  providing  convenient access for many Cherokee County
residents to employment opportunities in the northern metropolitan Atlanta area.
In addition to serving Cherokee County, the Bank also offers lending services in
neighboring  Pickens  County  through  a  loan production office located in that
county.

     The  Bank  competes  with  other  commercial  banks,  savings  and  loan
associations,  credit  unions,  and  money  market mutual funds serving Cherokee
County,  many  of  which  have  equal  or  greater  financial or banking-related
resources  than  the  Bank.  Cherokee  County is currently served by at least 15
other  bank  and  thrift institutions through approximately 49 branch locations.
These  competitors  offer the same or similar products and services as the Bank.
Currently,  the  Bank's  three  largest  competitors  are Regions Bank, Wachovia
(through  its acquisition of the Bank of Canton), and First Cherokee State Bank.

LOAN  PORTFOLIO

     LENDING POLICY.  The Bank aggressively seeks creditworthy borrowers within
its primary service area.  As of December 31, 2003, the Bank's loan portfolio
was comprised of the following:


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                               PERCENTAGE OF
          LOAN CLASSIFICATION                   TOTAL LOANS
          -------------------------            --------------
<S>                                            <C>
          Real estate-related loans                42.7%

          Commercial loans                         52.1%

          Consumer loans                            5.2%
</TABLE>

     LOAN APPROVAL AND REVIEW.  The Bank's loan approval policies provide for
various levels of officer lending authority.  When the total amount of loans to
a single borrower exceeds an individual officer's lending authority, an officer
with a higher lending limit or the Bank's loan committee determines whether to
approve the loan request.  As part of its lending policy, the Bank does not make
loans to its directors or executive officers unless a majority of its
disinterested board members approves the loan and the terms of the loan are no
more favorable than would be available to any other borrower similarly situated.

     LENDING LIMITS.  The Bank's lending activities are subject to a variety of
lending limits imposed by federal law.  Differing limits apply based on the type
of loan and the nature of the borrower, including the borrower's relationship to
the Bank.  In general, however, the Bank is able to loan any one borrower a
maximum amount equal to either:

     -    15% of the Bank's capital and surplus; or

     -    25% of its capital and surplus if the excess over 15% is within
          federal  guidelines,  which provides an exception to the 15% limit for
          debt  secured  by  readily  marketable  collateral,  as defined by OCC
          regulations.

     The Bank complies with the statutory lending limits, as described above.
The Bank's legal lending limits will increase or decrease as the Bank's capital
increases or decreases as a result of, among other reasons, its earnings or
losses.  The Bank will continue to sell loan participations to other financial
institutions to meet the needs of customers requiring loans above these limits.

     REAL ESTATE LOANS.  The Bank makes and holds real estate-related loans,
consisting primarily of mortgage loans, home equity lines of credit and
single-family residential construction loans for one-to-four unit family
structures.  The Bank is involved in both the originating and servicing of its
first and second mortgage loans, and generally requires an aggregated
loan-to-value ratio of no more than 85%.  For construction loans, the Bank
requires a first lien position on the land associated with the project with
terms not exceeding one year.  Loan disbursements on construction loans require
on-site inspections to assure the project is on budget and that the loan
proceeds are not being diverted to another project.  The loan-to-value ratios
for construction loans are typically 80% of the lower of the as-built appraised
value or project cost, and a maximum of 85% if the loan is amortized.  The Bank
also offers home equity lines of credit, which equaled approximately 3% of the
Bank's total loans, as of December 31, 2003, and have interest rate terms that
are variable rather than fixed.

     As of December 31, 2003, approximately 48% of the Bank's real
estate-related loans had interest rate terms that are variable or carried a term
of 12 months or less.  Additionally, the terms of the Bank's real estate loans
generally do not exceed five years.  Loans for construction can present a high
degree of risk to the lender and depend upon, among other things, the builder's
ability to sell the home to a buyer, the buyer's ability to obtain permanent
financing and the construction project's ability to produce income in the
interim.

     COMMERCIAL LOANS.  The Bank's commercial lending is directed principally
toward small- to medium-size businesses whose demand for funds fall within the
legal lending limits of the Bank.  The Bank's commercial loans are made to
individual, partnership or corporate borrowers, and are obtained for a variety
of business purposes.  Of the Bank's commercial loans as of December 31, 2003,
approximately 35% were adjustable-rate loans or mature within one year, 53% had
maturities extending beyond 12 months but less than 60 months and 12% had
maturities of over 60 months.  Risks associated with these loans can be
significant and include, but are not limited to, fraud, bankruptcy, economic
downturn, deteriorated or non-existing collateral and changes in interest rates.


                                        3
<PAGE>
     CONSUMER LOANS.  The Bank makes consumer loans, consisting primarily of
installment loans to individuals for personal, family and household purposes,
including loans for automobiles, home improvements and investments.  Almost all
of the Bank's consumer loans are fixed rate loans generally with maturities
ranging from 3 to 5 years.  Risks associated with consumer loans include, but
are not limited to, fraud, deteriorated or non-existing collateral, general
economic downturn and customer financial problems.

     INVESTMENTS.  In addition to its loan operations, the Bank makes other
investments primarily in obligations of the United States or obligations
guaranteed as to principal and interest by the United States and other taxable
securities.  The bank also invests in certificates of deposits in other
financial institutions.  The amount invested in such time deposits, as viewed on
an institution by institution basis, does not exceed $100,000.  Therefore, the
amounts invested in certificates of deposit are fully insured by the FDIC.  No
investment held by the Bank exceeds any applicable limitation imposed by law or
regulation.  Our asset and liability management committee reviews the investment
portfolio on an ongoing basis to ascertain investment profitability and to
verify compliance with the Bank's investment policies.

     DEPOSITS.  The Bank's core deposits include checking accounts, money market
accounts, a variety of certificates of deposit and IRA accounts.  To attract
deposits, the Bank has employed an aggressive marketing plan in Cherokee County,
and offers broad array of competitive products and services.  The Bank's primary
sources of deposits are residents of, and businesses and their employees located
in, Cherokee County.  The Bank has obtained its deposits primarily through
personal solicitation by its officers and directors, direct mail solicitations,
television advertisements and advertisements published in the local media.  We
plan to continue generating deposits by offering competitively priced deposit
services, including demand deposits, regular savings accounts, money market
deposits, certificates of deposit, retirement accounts and other legally
permitted deposit or fund transfer services.

     ASSET AND LIABILITY MANAGEMENT.  The Bank has established an asset and
liability management committee to manage its assets and liabilities.  The goal
of this committee is to maintain an optimum and stable net interest margin, a
profitable after-tax return on assets and return on equity and adequate
liquidity.  The committee conducts these management functions within the
framework of written loan and investment policies that the Bank has adopted.
The committee also attempts to maintain a balanced position between rate
sensitive assets and rate sensitive liabilities.  Specifically, the committee
charts the Bank's assets and liabilities on a matrix by maturity, effective
duration and interest adjustment period and attempts to manage any gaps in
maturity ranges.

                                    EMPLOYEES

     As of December 31, 2003, the Bank employed 36.6 full-time equivalent
employees, and the Company had no employees who were not also employees of the
Bank.  The Company considers the Bank's relationship with its employees to be
excellent.

                           SUPERVISION AND REGULATION

     Both the Company and the Bank are subject to extensive state and federal
banking regulations that impose restrictions on and provide for general
regulatory oversight of their operations.  These laws are generally intended to
protect depositors and not shareholders.  The following discussion describes the
material elements of the regulatory framework that applies to us.

CHEROKEE BANKING COMPANY

     Since the Company owns all of the capital stock of the Bank, it is a bank
holding company under the federal Bank Holding Company Act of 1956.  As a
result, the Company is primarily subject to the supervision, examination, and
reporting requirements of the Bank Holding Company Act and the regulations of
the Federal Reserve.

     ACQUISITIONS OF BANKS.  The Bank Holding Company Act requires every bank
holding company to obtain the Federal Reserve's prior approval before:

     -    acquiring direct or indirect ownership or control of any voting shares
          of  any  bank if, after the acquisition, the bank holding company will
          directly  or  indirectly  own  or  control  more than 5% of the bank's
          voting  shares;

     -    acquiring all or substantially all of the assets of any bank; or


                                        4
<PAGE>
     -    merging or consolidating with any other bank holding company.

     Additionally, the Bank Holding Company Act provides that the Federal
Reserve may not approve any of these transactions if it would result in or tend
to create a monopoly or, substantially lessen competition or otherwise function
as a restraint of trade, unless the anti-competitive effects of the proposed
transaction are clearly outweighed by the public interest in meeting the
convenience and needs of the community to be served.  The Federal Reserve is
also required to consider the financial and managerial resources and future
prospects of the bank holding companies and banks concerned and the convenience
and needs of the community to be served.  The Federal Reserve's consideration of
financial resources generally focuses on capital adequacy, which is discussed
below.

     Under the Bank Holding Company Act, if adequately capitalized and
adequately managed, the Company or any other bank holding company located in
Georgia may purchase a bank located outside of Georgia.  Conversely, an
adequately capitalized and adequately managed bank holding company located
outside of Georgia may purchase a bank located inside Georgia.  In each case,
however, restrictions may be placed on the acquisition of a bank that has only
been in existence for a limited amount of time or will result in specified
concentrations of deposits.  For example, Georgia law prohibits a bank holding
company from acquiring control of a financial institution until the target
financial institution has been incorporated for three years.   Because the Bank
has been incorporated for more than three years, this limitation does not apply
to the Bank or to the Company.

     CHANGE IN BANK CONTROL.  Subject to various exceptions, the Bank Holding
Company Act and the Change in Bank Control Act, together with related
regulations, require Federal Reserve approval prior to any person or company
acquiring "control" of a bank holding company.  Control is conclusively presumed
to exist if an individual or company acquires 25% or more of any class of voting
securities of the bank holding company.  Control is refutably presumed to exist
if a person or company acquires 10% or more, but less than 25%, of any class of
voting securities and either:

     -    the bank holding company has registered securities under Section 12 of
          the  Securities  Act  of  1934;  or

     -    no other person owns a greater percentage of that class of voting
          securities  immediately  after  the  transaction.

Our common stock is registered under the Securities Exchange Act of 1934.  The
regulations provide a procedure for challenging any rebuttable presumption of
control.

     PERMITTED ACTIVITIES.  A bank holding company is generally permitted under
the Bank Holding Company Act, to engage in or acquire direct or indirect control
of more than 5% of the voting shares of any company engaged in the following
activities:

     -    Banking or managing or controlling banks; and

     -    Any activity that the Federal Reserve determines to be so closely
          related  to  banking  as  to  be  a proper incident to the business of
          banking.

     Activities that the Federal Reserve has found to be so closely related to
banking as to be a
proper incident to the business of banking include:

     -    Factoring accounts receivable;

     -    Making, acquiring, brokering or servicing loans and usual related
          activities;

     -    Leasing personal or real property;

     -    Operating a non-bank depository institution, such as a savings
          association;

     -    Trust company functions;

     -    Financial and investment advisory activities;

     -    Conducting discount securities brokerage activities;

     -    Underwriting and dealing in government obligations and money market
          instruments;

     -    Providing specified management consulting and counseling activities;

     -    Performing selected data processing services and support services;


                                        5
<PAGE>
     -    Acting as agent or broker in selling credit life insurance and other
          types  of  insurance  in  connection  with  credit  transactions;  and

     -    Performing selected insurance underwriting activities.

     Despite prior approval, the Federal Reserve may order a bank holding
company or its subsidiaries to terminate any of these activities or to terminate
its ownership or control of any subsidiary when it has reasonable cause to
believe that the bank holding company's continued ownership, activity or control
constitutes a serious risk to the financial safety, soundness, or stability of
it or any of its bank subsidiaries.

     In addition to the permissible bank holding company activities listed
above, a bank holding company may qualify and elect to become a financial
holding company, permitting the bank holding company to engage in additional
activities that are financial in nature or incidental or complementary to
financial activity.  The Bank Holding Company Act expressly lists the following
activities as financial in nature:

     -    Lending, trust and other banking activities;

     -    Insuring, guaranteeing, or indemnifying against loss or harm, or
          providing  and  issuing  annuities, and acting as principal, agent, or
          broker  for  these  purposes,  in  any  state;

     -    Providing financial, investment, or advisory services;

     -    Issuing or selling instruments representing interests in pools of
          assets  permissible  for  a  bank  to  hold  directly;

     -    Underwriting, dealing in or making a market in securities;

     -    Other activities that the Federal Reserve may determine to be so
          closely related to banking or managing or controlling banks as to be a
          proper  incident  to  managing  or  controlling  banks;

     -    Foreign activities permitted outside of the United States if the
          Federal  Reserve  has  determined  them to be usual in connection with
          banking  operations  abroad;

     -    Merchant banking through securities or insurance affiliates; and

     -    Insurance company portfolio investments.

     To qualify to become a financial holding company, the Bank and any other
depository institution subsidiary of the Company must be well capitalized and
well managed and must have a Community Reinvestment Act rating of at least
"satisfactory."  Additionally, the Company must file an election with the
Federal Reserve to become a financial holding company and must provide the
Federal Reserve with 30 days' written notice prior to engaging in a permitted
financial activity. While the Company meets the qualification standards
applicable to financial holding companies, the Company has not elected to become
a financial holding company at this time.

     SUPPORT OF SUBSIDIARY INSTITUTIONS.  Under Federal Reserve policy, the
Company is expected to act as a source of financial strength for the Bank and to
commit resources to support the Bank.  This support may be required at times
when, without this Federal Reserve policy, the Company might not be inclined to
provide it.  In addition, any capital loans made by the Company to the Bank will
be repaid only after its deposits and various other obligations are repaid in
full.  In the unlikely event of the Company's bankruptcy, any commitment by it
to a federal bank regulatory agency to maintain the capital of the Bank will be
assumed by the bankruptcy trustee and entitled to a priority of payment.

CHEROKEE BANK, N.A.

     Since the Bank is chartered as a national bank, it is primarily subject to
the supervision, examination and reporting requirements of the National Bank Act
and the regulations of the Office of the Comptroller of the Currency.  The
Office of the Comptroller of the Currency regularly examines the Bank's
operations and has the authority to approve or disapprove mergers, the
establishment of branches and similar corporate actions.  The Office of the
Comptroller of the Currency also has the power to prevent the continuance or
development of unsafe or unsound banking practices or other violations of law.
Additionally, the Bank's deposits are insured by the FDIC to the maximum extent
provided by law.  The Bank is also subject to numerous state and federal
statutes and regulations that affect its business, activities and operations.


                                        6
<PAGE>
     BRANCHING.  National banks are required by the National Bank Act to adhere
to branching laws applicable to state banks in the states in which they are
located.  Under current Georgia law, the Bank may open branch offices throughout
Georgia with the prior approval of the Office of the Comptroller of the
Currency.  In addition, with prior regulatory approval, the Bank may acquire
branches of existing banks located in Georgia.  The Bank and any other national
or state-chartered bank generally may branch across state lines by merging with
banks in other states if allowed by the applicable states' laws.  Georgia law,
with limited exceptions, currently permits branching across state lines through
interstate mergers.

     Under the Federal Deposit Insurance Act, states may "opt-in" and allow
out-of-state banks to branch into their state by establishing a new start-up
branch in the state.  Currently, Georgia has not opted-in to this provision.
Therefore, interstate merger is the only method through which a bank located
outside of Georgia may branch into Georgia.  This provides a limited barrier of
entry into the Georgia banking market, which protects us from an important
segment of potential competition.  However, because Georgia has elected not to
opt-in, our ability to establish a new start-up branch in another state may be
limited.  Many states that have elected to opt-in have done so on a reciprocal
basis, meaning that an out-of-state bank may establish a new start-up branch
only if their home state has also elected to opt-in.  Consequently, until
Georgia changes its election, the only way we will be able to branch into states
that have elected to opt-in on a reciprocal basis will be through interstate
merger.

     PROMPT CORRECTIVE ACTION.  The Federal Deposit Insurance Corporation
Improvement Act of 1991 establishes a system of prompt corrective action to
resolve the problems of undercapitalized financial institutions.  Under this
system, the federal banking regulators have established five capital categories
(well capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized) in which all institutions are
placed.  Federal banking regulators are required to take various mandatory
supervisory actions and are authorized to take other discretionary actions with
respect to institutions in the three undercapitalized categories.  The severity
of the action depends upon the capital category in which the institution is
placed.  Generally, subject to a narrow exception, the banking regulator must
appoint a receiver or conservator for an institution that is critically
undercapitalized.  The federal banking agencies have specified by regulation the
relevant capital level for each category.

     An institution that is categorized as undercapitalized, significantly
undercapitalized, or critically undercapitalized is required to submit an
acceptable capital restoration plan to its appropriate federal banking agency.
A bank holding company must guarantee that a subsidiary depository institution
meets its capital restoration plan, subject to various limitations.  The
controlling holding company's obligation to fund a capital restoration plan is
limited to the lesser of 5% of an undercapitalized subsidiary's assets at the
time it became undercapitalized or the amount required to meet regulatory
capital requirements.  An undercapitalized institution is also generally
prohibited from increasing its average total assets, making acquisitions,
establishing any branches or engaging in any new line of business, except under
an accepted capital restoration plan or with FDIC approval.  The regulations
also establish procedures for downgrading an institution to a lower capital
category based on supervisory factors other than capital.

     FDIC INSURANCE ASSESSMENTS.  The FDIC has adopted a risk-based assessment
system for insured depository institutions that takes into account the risks
attributable to different categories and concentrations of assets and
liabilities.  The system assigns an institution to one of three capital
categories: (1) well capitalized; (2) adequately capitalized; and (3)
undercapitalized.  These three categories are substantially similar to the
prompt corrective action categories described above, with the "undercapitalized"
category including institutions that are undercapitalized, significantly
undercapitalized, and critically undercapitalized for prompt corrective action
purposes.  The FDIC also assigns an institution to one of three supervisory
subgroups based on a supervisory evaluation that the institution's primary
federal regulator provides to the FDIC and information that the FDIC determines
to be relevant to the institution's financial condition and the risk posed to
the deposit insurance funds.  Assessments range from 0 to 27 cents per $100 of
deposits, depending on the institution's capital group and supervisory subgroup.
In addition, the FDIC imposes assessments to help pay off the $780 million in
annual interest payments on the $8 billion Financing Corporation bonds issued in
the late 1980s as part of the government rescue of the thrift industry.  This
assessment rate is adjusted quarterly and is set at 1.68 cents per $100 of
deposits for the first quarter of 2003.

     The FDIC may terminate its insurance of deposits if it finds that the
institution has engaged in unsafe and unsound practices, is in an unsafe or
unsound condition to continue operations, or has violated any applicable law,
regulation, rule, order, or condition imposed by the FDIC.


                                        7
<PAGE>
     COMMUNITY REINVESTMENT ACT.  The Community Reinvestment Act requires that,
in connection with examinations of financial institutions within their
respective jurisdictions, the Federal Reserve, the FDIC, or the Office of the
Comptroller of the Currency, shall evaluate the record of each financial
institution in meeting the credit needs of its local community, including low
and moderate-income neighborhoods.  These facts are also considered in
evaluating mergers, acquisitions, and applications to open a branch or facility.
Failure to adequately meet these criteria could impose additional requirements
and limitations on the Bank.  Since our aggregate assets are not more than $250
million, under the Gramm-Leach-Bliley Act, we are generally subject to a
Community Reinvestment Act examination only once every 60 months if we receive
an "outstanding" rating, once every 48 months if we receive a "satisfactory"
rating and as needed if our rating is "less than satisfactory."  Additionally,
we must publicly disclose the terms of various Community Reinvestment
Act-related agreements.

     OTHER REGULATIONS.  Interest and other charges collected or contracted for
by the Bank are subject to state usury laws and federal laws concerning interest
rates.  For example, under the Soldiers' and Sailors' Civil Relief Act of 1940,
a lender is generally prohibited from charging an annual interest rate in excess
of 6% on any obligation for which the borrower is a person on active duty with
the United States military.

     The Bank's loan operations are also subject to federal laws applicable to
credit transactions, such as the:

     -    federal Truth-In-Lending Act, governing disclosures of credit terms to
          consumer borrowers;

     -    Home Mortgage Disclosure Act of  1975, requiring financial
          institutions  to  provide  information to enable the public and public
          officials  to  determine whether a financial institution is fulfilling
          its  obligation  to  help  meet  the housing needs of the community it
          serves;

     -    Equal Credit Opportunity Act, prohibiting discrimination on the basis
          of  race,  creed  or  other  prohibited  factors  in extending credit;

     -    Fair Credit Reporting Act of 1978, governing the use and provision of
          information  to  credit  reporting  agencies;

     -    Fair Debt Collection Act, governing the manner in which consumer debts
          may  be  collected  by  collection  agencies;

     -    Soldiers' and Sailors' Civil Relief Act of 1940, governing the
          repayment  terms  of,  and  property  rights  underlying,  secured
          obligations  of  persons  in  military  service;  and

     -    the rules and regulations of the various federal agencies charged with
          the  responsibility  of  implementing  these  federal  laws.

     In addition to the federal and state laws noted above, the Georgia Fair
Lending Act ("GFLA") imposes restrictions and procedural requirements on most
mortgage loans made in Georgia, including home equity loans and lines of credit.
On August 5, 2003, the Office of the Comptroller of the Currency issued a formal
opinion stating that the entirety of GAFLA is preempted by federal law for
national banks and their operating subsidiaries.  As a result, the Bank is
exempt from the requirements of GAFLA.

     The deposit operations of the Bank are subject to:

     -    The Right to Financial Privacy Act, which imposes a duty to maintain
          confidentiality  of  consumer  financial  records  and  prescribes
          procedures  for  complying  with administrative subpoenas of financial
          records;  and

     -    The Electronic Funds Transfer Act and Regulation E issued by the
          Federal Reserve to implement that act, which govern automatic deposits
          to  and  withdrawals  from  deposit accounts and customers' rights and
          liabilities  arising  from  the  use  of automated teller machines and
          other  electronic  banking  services.

CAPITAL ADEQUACY

     The Company and the Bank are required to comply with the capital adequacy
standards established by the Federal Reserve, in the case of the Company, and
the Office of the Comptroller of the Currency, in the case of the Bank.  The
Federal Reserve has established a risk-based and a leverage measure of capital
adequacy for bank holding companies.  Since the Company's consolidated total
assets are less than $150 million, under the Federal Reserve's capital
guidelines, our capital adequacy is measured on a bank-only basis, as opposed to
a consolidated basis.  The Bank is also subject to risk-based and leverage
capital requirements adopted by the Office of the


                                        8
<PAGE>
Comptroller of the Currency, which are substantially similar to those adopted by
the  Federal  Reserve  for  bank  holding  companies.

     The risk-based capital standards are designed to make regulatory capital
requirements more sensitive to differences in risk profiles among banks and bank
holding companies, to account for off-balance-sheet exposure, and to minimize
disincentives for holding liquid assets.  Assets and off-balance-sheet items,
such as letters of credit and unfunded loan commitments, are assigned to broad
risk categories, each with appropriate risk weights.  The resulting capital
ratios represent capital as a percentage of total risk-weighted assets and
off-balance-sheet items.

     The minimum guideline for the ratio of total capital to risk-weighted
assets is 8%.  Total capital consists of two components, Tier 1 Capital and Tier
2 Capital.  Tier 1 Capital generally consists of common stock, minority
interests in the equity accounts of consolidated subsidiaries, noncumulative
perpetual preferred stock, and a limited amount of qualifying cumulative
perpetual preferred stock, less goodwill and other specified intangible assets.
Tier 1 Capital must equal at least 4% of risk-weighted assets.  Tier 2 Capital
generally consists of subordinated debt, other preferred stock, and a limited
amount of loan loss reserves.  The total amount of Tier 2 Capital is limited to
100% of Tier 1 Capital.  At December 31, 2003 our ratio of total capital to
risk-weighted assets was 12.1% and our ratio of Tier 1 Capital to risk-weighted
assets was 11.0%.

     In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies.  These guidelines provide for a minimum
ratio of Tier 1 Capital to average assets, less goodwill and other specified
intangible assets, of 3% for bank holding companies that meet specified
criteria, including having the highest regulatory rating and implementing the
Federal Reserve's risk-based capital measure for market risk.  All other bank
holding companies generally are required to maintain a leverage ratio of at
least 4%.  At December 31, 2003, our leverage ratio was 7.2%.  The guidelines
also provide that bank holding companies experiencing internal growth or making
acquisitions will be expected to maintain strong capital positions substantially
above the minimum supervisory levels without reliance on intangible assets.  The
Federal Reserve considers the leverage ratio and other indicators of capital
strength in evaluating proposals for expansion or new activities.

     Failure to meet capital guidelines could subject a bank or bank holding
company to a variety of enforcement remedies, including issuance of a capital
directive, the termination of deposit insurance by the FDIC, a prohibition on
accepting brokered deposits, and certain other restrictions on its business.  As
described above, significant additional restrictions can be imposed on
FDIC-insured depository institutions that fail to meet applicable capital
requirements.

PAYMENT OF DIVIDENDS

     The Company is a legal entity separate and distinct from the Bank.  The
principal sources of the Company's cash flow, including cash flow to pay
dividends to its shareholders, are dividends that the Bank pays to its sole
shareholder, the Company.  Statutory and regulatory limitations apply to the
Bank's payment of dividends to the Company as well as to the Company's payment
of dividends to its shareholders.

     The Bank is required by federal law to obtain prior approval of the Office
of the Comptroller of the Currency for payments of dividends if the total of all
dividends declared by our board of directors in any year will exceed (1) the
total of the Bank's net profits for that year, plus (2) the Bank's retained net
profits of the preceding two years, less any required transfers to surplus.

     The payment of dividends by the Company and the Bank may also be affected
by other factors, such as the requirement to maintain adequate capital above
regulatory guidelines.  If, in the opinion of the Office of the Comptroller of
the Currency, the Bank were engaged in or about to engage in an unsafe or
unsound practice, the Office of the Comptroller of the Currency could require,
after notice and a hearing, that the Bank stop or refrain engaging in the
practice.  The federal banking agencies have indicated that paying dividends
that deplete a depository institution's capital base to an inadequate level
would be an unsafe and unsound banking practice.  Under the Federal Deposit
Insurance Corporation Improvement Act of 1991, a depository institution may not
pay any dividend if payment would cause it to become undercapitalized or if it
already is undercapitalized.  Moreover, the federal agencies have issued policy
statements that provide that bank holding companies and insured banks should
generally only pay dividends out of current operating earnings.


                                        9
<PAGE>
RESTRICTIONS ON TRANSACTIONS WITH AFFILIATES

     The Company and the Bank are subject to the provisions of Section 23A of
the Federal Reserve Act.  Section 23A places limits on the amount of:

     -    a bank's loans or extensions of credit to affiliates;

     -    a bank's investment in affiliates;

     -    assets a bank may purchase from affiliates, except for real and
          personal property exempted by the Federal Reserve;

     -    loans or extensions of credit to third parties collateralized by the
          securities or obligations of affiliates; and

     -    a bank's guarantee, acceptance or letter of credit issued on behalf of
          an affiliate.

     The total amount of the above transactions is limited in amount, as to any
one affiliate, to 10% of a bank's capital and surplus and, as to all affiliates
combined, to 20% of a bank's capital and surplus.  In addition to the limitation
on the amount of these transactions, each of the above transactions must also
meet specified collateral requirements.  The Bank must also comply with other
provisions designed to avoid the taking of low-quality assets.

     The Company and the Bank are also subject to the provisions of Section 23B
of the Federal Reserve Act which, among other things, prohibit an institution
from engaging in the above transactions with affiliates unless the transactions
are on terms substantially the same, or at least as favorable to the institution
or its subsidiaries, as those prevailing at the time for comparable transactions
with nonaffiliated companies.

     The Bank is also subject to restrictions on extensions of credit to its
executive officers, directors, principal shareholders and their related
interests.  These extensions of credit (1) must be made on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with third parties, and (2) must not involve
more than the normal risk of repayment or present other unfavorable features.

PRIVACY

     Financial institutions are required to disclose their policies for
collecting and protecting confidential information.  Customers generally may
prevent financial institutions from sharing nonpublic personal financial
information with nonaffiliated third parties except under narrow circumstances,
such as the processing of transactions requested by the consumer or when the
financial institution is jointly sponsoring a product or service with a
nonaffiliated third party.  Additionally, financial institutions generally may
not disclose consumer account numbers to any nonaffiliated third party for use
in telemarketing, direct mail marketing or other marketing to consumers.

CONSUMER CREDIT REPORTING

     On December 4, 2003, the President signed the Fair and Accurate Credit
Transactions Act (the FAIR Act), amending the federal Fair Credit Reporting Act
(the FCRA).  These amendments to the FCRA (the FCRA Amendments) will become
effective as early as February 2004, but more likely in the third or fourth
quarter of 2004, depending on implementing regulations to be issued by the
Federal Trade Commission and the federal bank regulatory agencies.

     The FCRA Amendments include, among other things:

          -    new requirements for financial institutions to develop policies
               and procedures to identify potential identity theft and, upon the
               request of a consumer, place a fraud alert in the consumer's
               credit file stating that the consumer may be the victim of
               identity theft or other fraud;

          -    new consumer notice requirements for lenders that use consumer
               report information in connection with risk-based credit pricing
               programs;


                                       10
<PAGE>
          -    for entities that furnish information to consumer reporting
               agencies (which would include the Bank), new requirements to
               implement procedures and policies regarding the accuracy and
               integrity of the furnished information, and regarding the
               correction of previously furnished information that is later
               determined to be inaccurate; and

          -    a new requirement for mortgage lenders to disclose credit scores
               to consumers.

Prior to the effective date of the FCRA Amendments, the Company and its affected
subsidiaries will implement policies and procedures to comply with the new
rules.

     The FCRA Amendments also will prohibit a business that receives consumer
information from an affiliate from using that information for marketing purposes
unless the consumer is first provided a notice and an opportunity to direct the
business not to use the information for such marketing purposes (the "opt-out"),
subject to certain exceptions.  The Company and its subsidiaries also will
implement procedures to comply with these new rules prior to the effective date
of the rules. We do not plan to share consumer information among our affiliated
companies for marketing purposes, except as may be allowed under exceptions to
the notice and opt-out requirements.  Because no affiliate of the Company is
currently sharing consumer information with any other affiliate of the Company
for marketing purposes, the new limitations on sharing of information for
marketing purposes will not have a significant impact on the Company.

ANTI-TERRORISM LEGISLATION

     The Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, signed
by the President on October 26, 2001, imposed new requirements and limitations
on specified financial transactions and account relationships, intended to guard
against money laundering and terrorism.  Most of these requirements and
limitations took effect in 2002.  Additional "know your customer" rules became
effective in June 2003, requiring the Bank to establish a customer
identification program under Section 326 of the USA PATRIOT Act.  The Company
and its subsidiaries implemented procedures and policies to comply with those
rules prior to the effective date of each of the rules.

PROPOSED LEGISLATION AND REGULATORY ACTION

     New regulations and statutes are regularly proposed that contain
wide-ranging proposals for altering the structures, regulations and competitive
relationships of financial institutions operating and doing business in the
United States.  We cannot predict whether or in what form any proposed
regulation or statute will be adopted or the extent to which our business may be
affected by any new regulation or statute.

EFFECT OF GOVERNMENTAL MONETARY POLICES

     Our earnings are affected by domestic economic conditions and the monetary
and fiscal policies of the United States government and its agencies.  The
Federal Reserve Bank's monetary policies have had, and are likely to continue to
have, an important impact on the operating results of commercial banks through
its power to implement national monetary policy in order, among other things, to
curb inflation or combat a recession.  The monetary policies of the Federal
Reserve affect the levels of bank loans, investments and deposits through its
control over the issuance of United States government securities, its regulation
of the discount rate applicable to member banks and its influence over reserve
requirements to which member banks are subject.  We cannot predict the nature or
impact of future changes in monetary and fiscal policies.


                                       11
<PAGE>
                        SELECTED STATISTICAL INFORMATION

     The selected statistical information required by Item 1 is included in the
Company's 2003 Annual Report to Shareholders, which is Exhibit 13.1 to this
Report,  under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and is incorporated herein by reference.

ITEM  2.   DESCRIPTION  OF  PROPERTIES

     The Company's and the Bank's main office is located at 1275 Riverstone
Parkway, Canton, Georgia, which is part of the Riverstone Plaza Development near
Interstate 575.  Riverstone Parkway is also Georgia Business Highway 5, one of
the major thoroughfares through Cherokee County and the city of Canton.  Because
the Bank is easily accessible from Interstate 575, our location allows us to
reach small business customers throughout Cherokee County and consumers
traveling to Riverstone Plaza, a major retail area in Cherokee County and a
primary destination point in the market.  Our Riverstone Parkway location is a
7,800 square foot building with three drive-up lanes and one drive-up ATM.   The
facility was completed in February 2000 and was financed by the Company's
initial capitalization of the Bank.  As a result, the property is free from any
mortgage liens or encumbrances.

     In July 2002, Cherokee Bank opened its second location as a temporary
facility located at 3595 Marietta Hwy, Canton, GA.  The permanent full service
9,000 square foot facility including three drive-up windows and one drive up ATM
was completed in December 2003 at a cost of approximately $1.5 million including
furnishings.  The land for this South Canton location was acquired in July 2001
at a cost of $599,380 and is owned by Cherokee Bank free and clear.  In
addition, approximately $450,000 in site improvements were made to this property
prior to opening on the site.

     In October 2003, Cherokee Bank opened a Loan Production Office in adjacent
Pickens County in the Foothills Shopping Center, near the mountain resort
community of Big Canoe.  A two-year lease was entered into for this Foothills
Lending facility.  Under the lease, Cherokee Bank is obligated to pay rent in
the amount of $1,500 per month.  The lease also gives Cherokee Bank the option
to purchase the leased property for $215,000.

     Other than the property facilities described in the preceding paragraphs
and the real estate-related loans funded by the Bank previously described in
"Item 1.  Description of Business-Cherokee Bank, N.A.-Loan Portfolio," the
Company does not invest in real estate, interests in real estate, real estate
mortgages, or securities of or interests in persons primarily engaged in real
estate activities.


ITEM 3.   LEGAL PROCEEDINGS

     None.


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

     None.


                                       12
<PAGE>
                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     (a)  The response to this Item 5(a) is included in the Company's 2003
Annual Report to Shareholders under the heading, "Market for Cherokee Banking
Company's Common Stock; Payment of Dividends," and is incorporated herein by
reference.   Pursuant to Section 4(2) of the Securities Act of 1933, the Company
issued derivative securities to certain employees in connection with its
qualified retirement plan(s) during 2003.

     (b)  None.


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

     The response to this Item is included in the Company's 2003 Annual Report
to Shareholders under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and is incorporated herein by
reference.


ITEM 7.   FINANCIAL STATEMENTS

     The following financial statements are included in the Company's 2003
Annual Report to Shareholders, and are incorporated herein by reference:

     -    Report of Independent Certified Public Accountants

     -    Financial Statements:

          1.   Consolidated Balance Sheets dated as of December 31, 2003 and
               2002.
          2.   Consolidated Statements of Earnings for the Years Ended December
               31, 2003 and 2002.
          3.   Consolidated Statements of Changes in Shareholders' Equity for
               the Years Ended December 31, 2003 and 2002.
          4.   Consolidated Statements of Comprehensive Income for the Years
               Ended December 31, 2003 and 2002.
          5.   Consolidated Statements of Cash Flows for the Years Ended
               December 31, 2003 and 2002.
          6.   Notes to Consolidated Financial Statements.

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     None.


ITEM 8A.  CONTROLS AND PROCEDURES

     As of the end of the period covered by this report, our management,
including our Chief Executive Officer and Chief Financial Officer, reviewed and
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 15d-15.  Based upon that
evaluation, our Chief Executive Offier and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company (including its consolidated
subsidiary) that is required to be included in our periodic filings with the
Securities and Exchange Commission.  There have been no significant changes in
our internal controls or, to management's knowledge, in other factors that could
significantly affect those internal controls subsequent to the date we carried
out our evaluation, and there has been no corrective actions with respect to
significant deficiencies or material weaknesses.


                                       13
<PAGE>
                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     The Company has adopted a Code of Ethics that applies to its principal
executive, financial and accounting officers, as well as other employees.  The
Code of Ethics has been posted to the Company's website at www.cherokeebank.com.
A copy may also be obtained, without charge, upon written request addressed to
Cherokee Banking Company, 1275 Riverstone Parkway, P.O. Box 4250, Canton,
Georgia 30114, Attention: Corporate Secretary.  The request may be delivered by
letter to the address set forth above or by fax to the attention of the
Company's Corporate Secretary at 770-720-6923.

     The remaining information required by this Item is included in the
Company's Proxy Statement for the Annual Meeting of Shareholders to be held on
May 24, 2004, under the headings "Election of Directors", "Security Ownership of
Certain Beneficial Owners and Management" and "Section 16(a) Beneficial
Ownership Reporting Compliance" and are incorporated herein by reference.


ITEM  10.  EXECUTIVE  COMPENSATION

     The responses to this Item are included in the Company's Proxy Statement
for the Annual Meeting of Shareholders to be held on May 24, 2004, under the
heading "Compensation" and are incorporated herein by reference.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table provides information regarding compensation plans under
which equity securities of the Company are authorized for issuance.  All data is
presented as of December 31, 2003.
<TABLE>
<CAPTION>


                                          Equity Compensation Plan Table

                                       (a)                           (b)                           (c)
                           ---------------------------  ------------------------------  --------------------------
<S>                        <C>                          <C>                             <C>
Plan category              Number of securities to be   Weighted-average exercise       Number of securities
                           issued upon exercise of      price of outstanding            remaining available for
                           outstanding options,         options, warrants and rights    future issuance under
                           warrants and rights                                          equity compensation plans
                                                                                        (excluding securities
                                                                                        reflected in column (a))
-------------------------  ---------------------------  ------------------------------  --------------------------
Equity compensation plans
approved by security                 N/A (1)                       N/A (1)                        N/A (1)
holders
                           ---------------------------  ------------------------------  --------------------------
Equity compensation plans
not approved by security           272,151 (2)                      $9.54                         15,380
holders
                           ---------------------------  ------------------------------  --------------------------
Total                               272,151                         $9.54                         15,380
                           ---------------------------  ------------------------------  --------------------------
<FN>

(1)     The options reported in this row by the Company in its Annual Report on Form 10-KSB for the year ended
December 31, 2002 should have been reported in the row entitled, "Equity compensation plans not approved by
security holders," as disclosed in this Annual Report.

(2)     Includes 201,905 shares underlying organizers' warrants issued in connection with the Company's initial
public offering and 70,246 shares underlying options granted by the Company.
</TABLE>


                                       14
<PAGE>
     The additional responses to this Item are included in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on May 24, 2004,
under the heading "Security Ownership of Certain Beneficial Owners and
Management" and are incorporated herein by reference.


                                       15
<PAGE>
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The responses to this Item are included in the Company's Proxy Statement
for the Annual Meeting of Shareholders to be held on May 24, 2004, under the
headings "Related Party Transactions" and "Compensation" and are incorporated
herein by reference.


ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 10-KSB

(a)  Exhibits

<TABLE>
<CAPTION>
Exhibit
Number   Exhibit
-------  --------------------------------------------------------------------------------------------
<S>      <C>
3.1      Articles of Incorporation(1)
3.2      Bylaws(1)
4.1      See Articles of Incorporation at Exhibit 3.1 and Bylaws at Exhibit 3.2
10.1     Purchase and Sale Agreement (main office property), dated December 11, 1998(1)
10.2*    Employment Agreement, dated as of January 1, 1999, among Cherokee Bank, N.A., Cherokee
         Banking Company and Dennis W. Burnette(1)
10.3     Form of Cherokee Banking Company Organizers' Warrant Agreement(1)
10.4     Escrow Agreement, dated as of April 1, 1999, among Cherokee Banking
         Company and The Bankers Bank(1)
10.5     Construction Agreement dated September 29, 1999 by and between Cherokee Banking
         Company, Inc. and W. H. Bass, Inc.(2)
10.6     Cherokee Banking Company 2000 Stock Option Plan and Form of Stock Option Award(3)
10.7     Lot/Land Purchase and Sale Agreement dated April 18, 2001 by and between Cherokee Bank,
         N.A. and Davis Holding Company, Inc.(4)
10.8     Construction contract dated as of March 18, 2002, among Cherokee Bank, N.A.  and W.H.
         Bass, Inc. (5)
10.9     Modular building contract dated as of February 6, 2002, among Cherokee Bank, N.A. and
         Bank & Business Systems, Inc. (5)
10.10*   Form of Executive Supplemental Retirement Plan(5)
10.11*   Form of Executive Split Dollar Plan(5)
10.12*   Form of Director Supplemental Retirement Plan(5)
10.13*   Form of Director Split Dollar Plan(5)
10.14*   Change of Control agreement dated April 17, 2003 by and between Cherokee Bank, N.A.  and
         John S. Moreau
10.15*   Employment Agreement dated April 17, 2003 by and between Cherokee Bank, N.A., Cherokee
         Banking Company and A.R. Roberts, III
13.1     2003 Annual Report to Shareholders
22.1     Subsidiaries of Cherokee Banking Company(2)
24.1     Power of Attorney (appears on the signature pages to this Annual Report on 10-KSB)
31.1     Certification of Chief Executive Officer
31.2     Certification of Chief Financial Officer
32.1     Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002
<FN>
-------------------------------------------------
*    Compensatory plan or arrangement.

(1)  Incorporated herein by reference to exhibit of same number to the Company's Registration
     Statement on Form SB-2, Registration No. 333-71571, filed March 18, 1999.
(2)  Incorporated herein by reference to exhibit of same number to the Company's Annual Report on
     Form 10-KSB, filed March 23, 2000.


                                       16
<PAGE>
(3)  Incorporated herein by reference to exhibit of same number to the Company's Annual Report on
     Form 10-KSB, filed April 2, 2001.
(4)  Incorporated herein by reference to exhibit of same number to the Company's Annual Report on
     Form 10-KSB, filed March 29, 2002.
(5)  Incorporated herein by reference to exhibit of same number to the Company's Annual Report on
     Form 10-KSB, filed March 28, 2003.
</TABLE>

(b)  Reports on Form 8-K filed in the fourth quarter of 2003:  None.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The following table shows the amounts paid by the Company to Porter Keadle
Moore, LLP, the Company's independent auditors, for the last two fiscal years.

<TABLE>
<CAPTION>
                               2003     2002
                              -------  ------
<S>                           <C>      <C>
     Audit fees               $57,876  46,179
     Audit-related fees             -       -
     Tax fees                   6,300   6,800
     All other fees                 -  16,850
                              -------  ------
          Total Fees          $64,176  69,829
                              =======  ======
</TABLE>

AUDIT FEES
     Audit fees represent fees billed by Porter Keadle Moore, LLP for
professional services rendered in connection with the (i) audit of the Company's
annual financial statements for 2003 and 2002, and (ii) review of the financial
statements included in the Company's quarterly filings on Form 10-QSB, annual
filings on Form 10-KSB and other filings with the SEC.

AUDIT RELATED FEES
     Porter Keadle Moore, LLP billed no fees for audit related services during
2003 or 2002.

TAX FEES
     Tax fees represent the aggregate fees billed in each of the last two fiscal
years for professional services rendered by Porter Keadle Moore, LLP for tax
compliance, tax advice, and tax planning.

ALL OTHER FEES
     Other fees billed in 2002 related primarily to outsourced internal audit
services that were pre-approved by the audit committee.  Porter Keadle Moore,
LLP billed no other fees during 2003.

     The fees billed by Porter Keadle Moore, LLP are pre-approved by the Audit
Committee of the Company in accordance with the policies and procedures for the
Audit Committee.  The Audit Committee pre-approves all audit and non-audit
services provided by the Company's independent auditors and may not engage the
independent auditors to perform any prohibited non-audit services.  For 2003,
100% of the fees incurred were pre-approved.


                                       17
<PAGE>
                                   SIGNATURES

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

                                   CHEROKEE BANKING COMPANY

                                   By:     /s/Dennis W. Burnette
                                           -------------------------------------
                                           Dennis W. Burnette
                                           President and Chief Executive Officer

                                   Date:   March 17, 2004


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on
the signature page to this Report constitutes and appoints Dennis W. Burnette
and A. R. Roberts, III, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her name, place, and stead, in any and all capacities, to sign any and all
amendments to this Report, and to file the same, with all exhibits hereto, and
other documents in connection herewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>


<S>                       <C>                                               <C>
       Signature                              Title                              Date
------------------------  ------------------------------------------------  --------------

/s/ Dennis W. Burnette    President and Chief Executive Officer, Director   March 17, 2004
------------------------          (Principal Executive Officer)
Dennis W. Burnette


/s/ William L. Early                         Director                       March 17, 2004
------------------------
William L. Early

/s/ Albert L. Evans, Jr.                     Director                       March 17, 2004
------------------------
Albert L. Evans, Jr.

/s/ J. Calvin Hill, Jr.                      Director                       March 17, 2004
------------------------
J. Calvin Hill, Jr.

/s/ Roger M. Johnson                         Director                       March 17, 2004
------------------------
Roger M. Johnson

/s/ J. David Keller                          Director                       March 17, 2004
------------------------
J. David Keller


<PAGE>
/s/ Wanda P. Roach                           Director                       March 17, 2004
------------------------
Wanda P. Roach

/s/ A. R. Roberts, III                 Secretary, Director                  March 17, 2004
------------------------    (Principal Financial and Accounting Officer)
A. R. Roberts, III

/s/ Donald F. Stevens                        Director                       March 17, 2004
------------------------
Donald F. Stevens

/s/ Edwin I. Swords, III                     Director                       March 17, 2004
------------------------
Edwin I. Swords, III
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                             EXHIBIT INDEX

Exhibit
Number   Description
-------  --------------------------------------------------------------------------------------------
<S>      <C>
3.1      Articles of Incorporation(1)
3.2      Bylaws(1)
4.1      See Articles of Incorporation at Exhibit 3.1 and Bylaws at Exhibit 3.2
10.1     Purchase and Sale Agreement (main office property), dated December 11, 1998(1)
10.2*    Employment Agreement, dated as of January 1, 1999, among Cherokee Bank, N.A., Cherokee
         Banking Company and Dennis W. Burnette(1)
10.3     Form of Cherokee Banking Company Organizers' Warrant Agreement(1)
10.4     Escrow Agreement, dated as of April 1, 1999, among Cherokee Banking
         Company and The Bankers Bank(1)
10.5     Construction Agreement dated September 29, 1999 by and between Cherokee Banking
         Company, Inc. and W. H. Bass, Inc.(2)
10.6     Cherokee Banking Company 2000 Stock Option Plan and Form of Stock Option Award(3)
10.7     Lot/Land Purchase and Sale Agreement dated April 18, 2001 by and between Cherokee Bank,
         N.A. and Davis Holding Company, Inc.(4)
10.8     Construction contract dated as of March 18, 2002, among Cherokee Bank, N.A.  and W.H.
         Bass, Inc. (5)
10.9     Modular building contract dated as of February 6, 2002, among Cherokee Bank, N.A. and
         Bank & Business Systems, Inc. (5)
10.10*   Form of Executive Supplemental Retirement Plan(5)
10.11*   Form of Executive Split Dollar Plan(5)
10.12*   Form of Director Supplemental Retirement Plan(5)
10.13*   Form of Director Split Dollar Plan(5)
10.14*   Change of Control agreement dated April 17, 2003 by and between Cherokee Bank, N.A.  and
         John S. Moreau
10.15*   Employment Agreement dated April 17, 2003 by and between Cherokee Bank, N.A., Cherokee
         Banking Company and A.R. Roberts, III
13.1     2003 Annual Report to Shareholders
22.1     Subsidiaries of Cherokee Banking Company(2)
24.1     Power of Attorney (appears on the signature pages to this Annual Report on 10-KSB)
31.1     Certification of Chief Executive Officer
31.2     Certification of Chief Financial Officer
32.1     Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002
<FN>
-------------------------------------------------
*    Compensatory plan or arrangement.

(1)  Incorporated herein by reference to exhibit of same number to the Company's Registration
     Statement on Form SB-2, Registration No. 333-71571, filed March 18, 1999.
(2)  Incorporated herein by reference to exhibit of same number to the Company's Annual Report on
     Form 10-KSB, filed March 23, 2000.
(3)  Incorporated herein by reference to exhibit of same number to the Company's Annual Report on
     Form 10-KSB, filed April 2, 2001.
(4)  Incorporated herein by reference to exhibit of same number to the Company's Annual Report on
     Form 10-KSB, filed March 29, 2002.
(5)  Incorporated herein by reference to exhibit of same number to the Company's Annual Report on
     Form 10-KSB, filed March 28, 2003.
</TABLE>


<PAGE>