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, 2004
                           -----------------

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

     For the transition period from _____________ to _______________

     Commission file number 000-24139
                            ---------

                         DECATUR FIRST BANK GROUP, INC.
                         ------------------------------
                 (Name of small business issuer in its charter)


                GEORGIA                                 58-2254289
-----------------------------------------    ---------------------------------
    (State or other jurisdiction of          (IRS Employer Identification No.)
    incorporation or organization)

    1120 COMMERCE DRIVE, DECATUR, GA                       30030
-----------------------------------------    ---------------------------------
(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,
                                                                -------------
                                                                $5.00 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  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  contained in this form, and no disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.     [_]

State issuer's revenues for its most recent fiscal year:    $6,937,048
                                                            ----------

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:  THERE IS NO PUBLIC TRADING MARKET FOR
                                           -------------------------------------
THE  COMPANY'S COMMON STOCK.  THE AGGREGATE MARKET VALUE OF THE COMPANY'S COMMON
--------------------------------------------------------------------------------
STOCK  HELD BY NON-AFFILIATES IS APPROXIMATELY $9,940,543 BASED ON THE LAST SALE
--------------------------------------------------------------------------------
OF  THE  COMPANY'S COMMON STOCK KNOWN TO MANAGEMENT, WHICH OCCURRED ON MARCH 22,
--------------------------------------------------------------------------------
2005  AT  $17.50  PER  SHARE.
-----------------------------

                    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. 925,016 SHARES AS OF MARCH 22, 2005.
                                           -----------------------------------


     Transitional Small Business Disclosure format (check one): Yes [_] No [X]


                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the fiscal year ended December
31, 2004 are incorporated by reference into Parts I and II.  Portions of the
Proxy Statement for the 2005 Annual Meeting of Shareholders, scheduled to be
held May 17, 2005, are incorporated by reference into Part III.


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<TABLE>
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                                TABLE OF CONTENTS

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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 ACCOUNTING AND
              FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . .   13
    ITEM 8A.  CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . . .   13
    ITEM 8B.  OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . .   14

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 8-K. . . . . . . . . . . .   15
    ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES . . . . . . . . . . . .   16
</TABLE>


<PAGE>
                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS

                         DECATUR FIRST BANK GROUP, INC.

     Decatur First Bank Group, Inc. (the "Company") was incorporated as a
Georgia business corporation on August 2, 1996, and became a bank holding
company by acquiring all of the Common Stock of Decatur First Bank (the "Bank").
The Bank is the only subsidiary of the Company.

     The Company's principal business is the ownership and management of the
Bank.  The Company was organized to facilitate the Bank's ability to serve its
customers' requirements for financial services.  The holding company structure
provides flexibility for expansion of the Company's banking business through the
possible acquisition of other financial institutions and the provision of
additional capital to the Bank.  For example, we may assist the Bank in
maintaining its required capital ratios by borrowing money and contributing the
proceeds of that debt to the Bank as primary capital.

                               DECATUR FIRST BANK

GENERAL

     The Bank was chartered under the laws of the State of Georgia and began
business in the third quarter of 1997 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.  The
Bank also offers installment loans, real estate loans, construction loans,
second mortgage loans, commercial and Small Business Administration loans and
home equity lines of credit.  In addition, the Bank provides such services as
official bank checks and money orders, MasterCard credit cards, safe-deposit
boxes, travelers' checks, bank-by-mail, direct deposit of payroll and Social
Security checks and U.S. Savings Bonds.

PHILOSOPHY

     The philosophy of the Bank's management is to emphasize prompt and
responsive personal service to residents of, and businesses located in, Decatur,
Georgia, as well as other communities located in DeKalb County, in order to
attract customers and acquire market share controlled by other financial
institutions in the Bank's market area.  Management believes that the Bank
offers residents of Decatur and surrounding counties the benefits associated
with a locally owned and managed community bank.  Management has implemented an
active call program by which officers and directors promote these efforts by
personally describing the products, services and philosophy of the Bank to both
existing customers and new business prospects.  The Bank's directors are active
members in the Decatur community and their continued active community
involvement provides them with an opportunity to promote the Bank and its
products and services.

MARKET AREA AND COMPETITION

     The Bank's main office is located in Decatur, Georgia.  The Bank's primary
market area is defined as the five-mile radius from the center of Decatur,
Georgia.  Decatur is the county seat of DeKalb County and is located six miles
east of downtown Atlanta, Georgia.  The city of Decatur is approximately four
square miles in size and includes over 12 distinct neighborhoods.  The Bank
competes for deposits and loan customers with other financial institutions whose
resources are equal to or greater than those available to the Bank and the
Company.  According to information provided by the Federal Deposit Insurance
Corporation (the "FDIC"), as of June 30, 2004, Decatur was serviced by 11
financial institutions with a total of 37 offices.  As of June 30, 2004, total
deposits within Decatur for these


                                        1
<PAGE>
institutions were $1.44 billion of which $96.56 million were held by the Bank.
These financial institutions offer all of the services that the Bank offers.
Management believes that the Bank's local ownership and management as well as
its focus on personalized service help it to compete with these institutions and
to attract deposits and loans in our market area.  The Bank also operates two
branch offices in Decatur, and one branch office in each of Lithonia and
Greensboro, Georgia.

LOAN PORTFOLIO

     LENDING POLICY.  The Bank was established to support Decatur and
surrounding areas of DeKalb County.  The Bank aggressively seeks creditworthy
loans within a limited geographic area.  The Bank's primary lending function is
to make consumer loans to individuals and commercial loans to small and
medium-sized businesses and professional concerns.  In addition, the bank makes
real estate-related loans, including construction loans for residential and
commercial properties, and primary and secondary mortgage loans for the
acquisition or improvement of personal residences.  The Bank avoids
concentrations of loans to a single industry or based on a single type of
collateral.

     The Bank's legal lending limits are 15% of its statutory capital base for
unsecured loans and 25% of its statutory capital base for loans fully secured by
good collateral.  The Bank's statutory capital base is the lower of the sum of
its common stock, paid-in capital, appropriated retained earnings, and capital
debt, or the amount of the Bank's net assets.  As of December 31, 2004, the
Bank's legal lending limits were approximately $1.2 million for unsecured loans
and approximately $2.0 million for secured loans.  While the Bank generally
employs more conservative lending limits, the Board of Directors has discretion
to lend up to the legal lending limits as described above.

     CONSUMER LOANS.  The Bank makes consumer loans, consisting primarily of
home equity lines of credit and installment loans to individuals for personal,
family and household purposes, including loans for automobiles, home
improvements and investments.  Risks associated with consumer loans include, but
are not limited to, fraud, deteriorated or non-existing collateral, general
economic downturn and customer financial problems.

     COMMERCIAL LOANS.  The Bank's commercial lending is directed principally
toward small- to mid-sized businesses whose demand for funds falls within the
legal lending limits of the Bank.  This category of loans includes loans made to
individual, partnership or corporate borrowers obtained for a variety of
business purposes, including equipment loans, loans to support working capital
and loans for inventory purchases.  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.

     REAL ESTATE LOANS.  The Bank makes and holds real estate loans consisting
primarily of commercial mortgages secured by owner-occupied real estate.
Typically, the Bank takes a security interest in real estate in connection with
these commercial loans because real estate collateral is generally deemed to be
superior to the collateral available to small- to medium-sized businesses.
Although these commercial loans are secured by real estate, the Bank does not
look to the real estate collateral as the primary source for repayment of the
loan.  In connection with construction loans, the Bank requires a first lien
position on the land associated with the construction project and offers these
loans to professional building contractors and homeowners.  Loan disbursements
require on-site inspections to assure the project is on budget and that the loan
proceeds are being used for the construction project and not being diverted to
another project.  The loan-to-value ratio for such loans is predominantly 80% of
the lower of the as-built appraised value or project cost, and a maximum of 90%
if the loan is amortized.  Loans for construction can present a high degree of
risk to the lender, depending upon, among other things, whether the builder can
sell the home to a buyer, whether the buyer can obtain permanent financing,
whether the transaction produces income in the interim and the nature of
changing economic conditions.


                                        2
<PAGE>
     INVESTMENTS.  In addition to loans, 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.  No
investment in any of those instruments exceeds any applicable limitation imposed
by law or regulation.

     DEPOSITS.  The Bank offers a wide range of commercial and consumer deposit
accounts, including checking accounts, money market accounts, a variety of
certificates of deposit, and IRA accounts.  The Bank employs an aggressive
marketing plan in the overall service area, a broad product line, and
competitive services as its primary means to attract deposits.  The primary
sources of deposits are residents of, and businesses and their employees located
in, the Bank's market area.  Deposits are obtained through personal solicitation
by the Bank's officers and directors, direct mail solicitations and
advertisements published in the local media.  Deposits are generated by offering
a broad array of competitively priced deposit services, including demand
deposits, regular savings accounts, money market deposits (transaction and
investment), certificates of deposit, retirement accounts, and other deposit or
funds transfer services which may be permitted by law or regulation and which
may be offered to remain competitive in the market.

     ASSET AND LIABILITY MANAGEMENT.  The Bank manages its assets and
liabilities to provide an optimum and stable net interest margin, a profitable
after-tax return on assets and return on equity, and adequate liquidity.  These
management functions are conducted within the framework of written loan and
investment policies adopted by the Bank.  The Bank attempts to maintain a
balanced position between rate-sensitive assets and rate-sensitive liabilities.
Specifically, it charts assets and liabilities on a matrix by maturity,
effective duration, and interest adjustment period, and endeavors to manage any
gaps in maturity ranges.

                                    EMPLOYEES

     At December 31, 2004, the Company employed 27 full-time employees and three
part-time employees.  The Company considers its 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.

DECATUR FIRST BANK GROUP, INC.

     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 (the "BHC
Act").  As a result, the Company is primarily subject to the supervision,
examination, and reporting requirements of the BHC Act and the regulations of
the Board of Governors of the Federal Reserve System (the "Federal Reserve").
As a bank holding company located in Georgia, the Georgia Department of Banking
and Finance (the "GDBF") also regulates and monitors all significant aspects of
the Company's operations.

     ACQUISITIONS OF BANKS.  The BHC 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;


                                        3
<PAGE>
     -    acquiring all or substantially all of the assets of any bank; or

     -    merging or consolidating with any other bank holding company.

     Additionally, the BHC 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 BHC 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 Company or the Bank.

     CHANGE IN BANK CONTROL.  Subject to various exceptions, the BHC 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 rebuttably 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 Exchange Act of 1934 (the "Exchange Act"); or

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

     Our common stock is registered under Section 12 of the Exchange Act.  The
regulations provide a procedure for challenging the rebuttable presumption of
control.

     PERMITTED ACTIVITIES.  Generally, bank holding companies are prohibited
under the BHC Act from engaging in or acquiring direct or indirect control of
more than 5% of the voting shares of any company engaged in any activity other
than:

     -    banking or managing or controlling banks; and

     -    an 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;


                                        4
<PAGE>
     -    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;

     -    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.

     A bank holding company that qualifies and elects to become a financial
holding company is permitted to engage in activities that are financial in
nature or incidental or complementary to financial activity.  The BHC 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


                                        5
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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.

DECATUR FIRST BANK

     Since the Bank is a commercial bank chartered under the laws of the State
of Georgia, it is primarily subject to the supervision, examination and
reporting requirements of the FDIC and the GDBF.  The FDIC and the GDBF
regularly examine the Bank's operations and have the authority to approve or
disapprove mergers, the establishment of branches and similar corporate actions.
Both regulatory agencies have 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.

     BRANCHING.  Under current Georgia law, the Bank may open branch offices
throughout Georgia with the prior approval of the GDBF.  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 FDIC 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.  The federal banking agencies have also
specified by regulation the relevant capital levels for each of the other
categories.  At December 31, 2004, we qualified for the "well capitalized"
category.

     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.

     An institution in any of the undercapitalized categories 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


                                        6
<PAGE>
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 1.44 cents per $100 of
deposits for the first quarter of 2005.

     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.

     COMMUNITY REINVESTMENT ACT.  The Community Reinvestment Act requires that,
in connection with examinations of financial institutions within their
respective jurisdictions, the Federal Reserve or the FDIC 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 and the Company.  Since our
aggregate assets are not more than $250 million, under the Gramm-Leach-Bliley
Act, we are 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;

     -    the 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;


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

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

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

     -    the 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 ("GAFLA") 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 (the "OCC")
issued a formal opinion stating that the entirety of GAFLA is preempted by
federal law for national banks and their operating subsidiaries.  GAFLA contains
a provision that preempts GAFLA as to state banks in the event that the OCC
preempts GAFLA as to national banks.  Therefore, 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 FDIC and GDBF (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 FDIC, 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 shareholders' equity,
minority interests in the equity accounts of consolidated subsidiaries,


                                        8
<PAGE>
qualifying noncumulative perpetual preferred stock, and a limited amount of
qualifying cumulative perpetual preferred stock and trust preferred securities,
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 hybrid capital 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, 2004 our ratio of total capital to
risk-weighted assets was 11.52% and our ratio of Tier 1 Capital to risk-weighted
assets was 10.41%.

     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, 2004, our leverage ratio was 8.70%.  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.

     The Bank and the Company are also both subject to leverage capital
guidelines issued by the GDBF, which provide for minimum ratios of Tier 1
Capital to total assets.  These guidelines are substantially similar to those
adopted by the Federal Reserve (in the case of the Company) and those adopted by
the FDIC (in the case of the Bank).

     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 source of the Company's cash flow, including cash flow to pay
dividends to its shareholders, is dividends that the Bank pays to 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.

     If, in the opinion of the federal banking regulator, the Bank were engaged
in or about to engage in an unsafe or unsound practice, the federal banking
regulator could require, after notice and a hearing, that it cease and desist
from its 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 FDIC
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.

     The GDBF also regulates the Bank's dividend payments and must approve
dividend payments that would exceed 50% of the Bank's net income for the prior
year.  Our payment of dividends may also be affected or limited by other
factors, such as the requirement to maintain adequate capital above regulatory
guidelines.

     At December 31, 2004, the Bank was able to pay approximately $323,000 in
dividends to the Company without prior regulatory approval.


                                        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 made by a bank 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, President Bush 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") became
effective in 2004.


                                       10
<PAGE>
     The FCRA Amendments include, among other things:

     -    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;

     -    for entities that furnish information to consumer reporting
          agencies (which includes the Bank), 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 requirement for mortgage lenders to disclose credit scores to
          consumers.

     The FCRA Amendments also 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.  We do not share consumer information among our
affiliated companies for marketing purposes, except as 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 limitations on sharing of information for marketing
purposes do not have a significant impact on the Company.

ANTI-TERRORISM LEGISLATION

     The Bank is subject to the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the
"USA PATRIOT Act"), the Bank Secrecy Act, and rules and regulations of the
Office of Foreign Assets Control (the "OFAC").  These statutes and related rules
and regulations impose requirements and limitations on specified financial
transactions and account relationships, intended to guard against money
laundering and terrorism financing.  The Bank has established a customer
identification program pursuant to Section 326 of the USA PATRIOT Act and the
Bank Secrecy Act and has otherwise implemented policies and procedures to comply
with the foregoing 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 or 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 POLICIES

     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 responses to this Section of Item I are included in the Company's
Annual Report to Shareholders, under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and are incorporated
herein by reference.


ITEM 2.     DESCRIPTION OF PROPERTIES

     The Company's executive offices and the Bank's main office are both located
in the financial district of downtown Decatur at 1120 Commerce Drive in Decatur,
Georgia. The Company owns this property, which includes a two-story building
that contains 9,200 square feet of usable space. The top floor contains 6,613
square feet and was converted into the banking lobby and executive offices. The
lower level, which contains 2,587 square feet, is used for operation offices.
Since most of the operations and back-room work is outsourced, less space is
needed. Video drive-ups are used instead of physical drive-ups. The lower
parking lot has sufficient room for two drive-up lanes in addition to employee
parking. The property fronts Commerce Drive, which is a main thoroughfare in
Decatur, and backs up to a retail area and residential property. Access to the
drive-ups is available through a side street off of Commerce Drive. The main
parking lot is accessible from Commerce Drive. The location at 720 Commerce
Drive consists of 135 square feet.

     The Bank owns an office condo located at 1060 Salem Walk in Greensboro,
Georgia, and a vacant lot for future building at 1010 Park Place Boulevard, also
in Greensboro.  The Bank leases branch office space in the Kroger Supermarket
located at 720 Commerce Drive in Decatur and in the Wal-Mart Superstore located
at 5401 Fairington Road in Lithonia, Georgia.

     Other than normal real estate lending activities of the Bank, 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

     There are no material pending legal proceedings to which the Company is a
party or of which any of its properties are subject; nor are there material
proceedings known to the Company to be contemplated by any governmental
authority; nor are there material proceedings known to the Company, pending or
contemplated, in which any director, officer or affiliate or any principal
security holder of the Company or any associate of any of the foregoing, is a
party or has an interest adverse to the Company.


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

     The response to this Item is partially included in the Company's Annual
Report to Shareholders and is incorporated herein by reference.

     The Company issued no unregistered securities during the fiscal year ended
December 31, 2004 and did not repurchase any of its shares of common stock
during the fourth quarter of 2004.


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 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 Annual
Report to Shareholders at pages 15 through 36 and are incorporated herein by
reference.

     -    Report of Independent Registered Public Accounting Firm

     -    Consolidated Balance Sheets as of December 31, 2004 and 2003

     -    Consolidated Statements of Earnings for the years ended December
          31, 2004, 2003 and 2002

     -    Consolidated Statements of Comprehensive Income for the years
          ended December 31, 2004, 2003 and 2002

     -    Consolidated Statements of Changes in Shareholders' Equity for
          the years ended December 31, 2004, 2003, and 2002

     -    Consolidated Statements of Cash Flow for the years ended December
          31, 2004, 2003 and 2002

     -    Notes to Consolidated Financial Statements


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

     Not applicable.


ITEM  8A.     CONTROLS  AND  PROCEDURES

     Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, and as the date
of this report, our management, including our Chief Executive Officer and
Principal Financial and Accounting Officer, reviewed the effectiveness and
design of our disclosure controls and procedures under Exchange Act Rule
13a-15(b).  Based upon that evaluation, our Chief Executive Officer and
Principal Financial and Accounting Officer concluded that such disclosure
controls and procedures are adequate to ensure that material information
relating to the Company, including its consolidated subsidiary, that is required
to be included in its periodic filings with the Securities and Exchange
Commission is timely made known to her.  During the


                                       13
<PAGE>
quarter ended December 31, 2004, there were no changes in the Company's internal
controls that materially affected, or are reasonably likely to materially
affect, the  Company's control over financial reporting.


ITEM 8B.     OTHER INFORMATION

     None.


                                    PART III

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

     The responses to this Item are included in the Company's Proxy Statement
for the 2005 Annual Meeting of Shareholders, under the following headings and
are incorporated herein by reference:

     -    Proposal 2: Election of Directors-Director Nominees and
          Continuing Directors;

     -    Proposal 2: Election of Directors-Meetings and Committees of the
          Board-Audit and Compliance Committee;

     -    Information About Decatur First and Its Affiliates-Executive
          Officers; and

     -    Information About Decatur First and Its Affiliates-Section 16(a)
          Beneficial Ownership Reporting Compliance

     The Company has a Code of Ethics that applies to the Company's Chief
Executive Officer and Principal Financial and Accounting Officer.  The Company
will provide a copy of the Code of Ethics free of charge to any shareholder upon
written request to the Company.


ITEM 10.     EXECUTIVE COMPENSATION

     The responses to this Item are included in the Company's Proxy Statement
for the 2005 Annual Meeting of Shareholders, under the heading "Information
About Decatur First and Its Affiliates-Executive Compensation" and are
incorporated herein by reference.


ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  responses  to  this Item are partially included in the Company's Proxy
Statement  for  the  2005  Annual  Meeting  of  Shareholders,  under the heading
"Information  About  Decatur  First  and  Its  Affiliates-Stock  Ownership  by
Affiliates"  and  are  incorporated  herein  by  reference.

     The  following  table  sets forth information regarding outstanding options
and  shares available for issuance under the Decatur First Bank Group, Inc. 1998
Stock  Incentive  Plan  as  of  December 31, 2004.  The Stock Incentive Plan was
adopted  by  the  Board  of  Directors  on  January 20, 1998 and approved by the
shareholders  of  the Company on May 11, 1998.  The First Amendment to the Stock
Incentive  Plan  was  approved  by  the shareholders of the Company on April 26,
2004.  The  Stock Incentive Plan is the only equity compensation plan maintained
by  the  Company.


                                       14
<PAGE>
<TABLE>
<CAPTION>
                                                                                        Number of shares
                                                                                    remaining available for
                           Number of securities to be  Weighted-average exercise   future issuance under the
                            issued upon exercise of             price of                 Plan (excludes
                              outstanding options         outstanding options         outstanding options)
                           --------------------------  --------------------------  --------------------------
<S>                        <C>                         <C>                         <C>

Equity compensation plans             138,806          $          12.11                        50,000
approved by security
holders

Equity compensation plans                   0                       N/A                             0
not approved by security
holders

Total                                 138,806          $          12.11                        50,000
</TABLE>


ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The responses to this Item are included in the Company's Proxy Statement
for the 2005 Annual Meeting of Shareholders, under the headings "Information
About Decatur First and Its Affiliates-Related Party Transactions" and
"Information About Decatur First and Its Affiliates-Executive Compensation," and
are incorporated herein by reference.


ITEM 13.     EXHIBITS, LISTS AND REPORTS ON FORM 8-K

(a)   Exhibits

<TABLE>
<CAPTION>
Exhibit
Number   Exhibit
-------  -------
<S>      <C>

3.1      Articles of Incorporation. 1/

3.2      Bylaws 1/

4.1      Instruments Defining the Rights of Security Holders.  See Articles of Incorporation at
         Exhibit 3.1 hereto and Bylaws at Exhibit 3.2 hereto.

10.3*    Employment Agreement, dated as of June 1, 2001 among Decatur First Bank, Decatur
         First Bank Group, Inc and Judy B. Turner.

10.4*    1998 Stock Incentive Plan 2/

10.5     Purchase and Sale Closing Statement, dated January 7, 2002, between Daniel B.
         Pattillo and Decatur First Bank. 3/

10.6     Agreement and Plan of Reorganization between Decatur First Bank Group, Inc. and
         Decatur First Interim Corporation, dated February 11, 2005.

13.1     Decatur First Bank Group, Inc. 2004 Annual Report to Shareholders.  Except with
         respect to those portions specifically incorporated by reference into this Report, the
         Company's 2004 Annual Report to Shareholders is not deemed to be filed as part of
         this Report.

22.1     Subsidiaries of Decatur First Bank Group, Inc. 2/

23.1     Consent of Porter Keadle Moore, LLP

24.1     Power of Attorney (appears on the signature page to this Annual Report on 10-KSB).


                                       15
<PAGE>
31.1     Certification by Chief Executive Officer and Principal Financial and Accounting
         Officer under Section 302 of the Sarbanes-Oxley Act of 2002

32.1     Certification by Chief Executive Officer and Principal Financial and Accounting
         Officer under Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>


__________________________________
*    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. 333-14355,
     filed October 18, 1996.

2/   Incorporated herein by reference to exhibit of same number in the
     Company's Annual Report on Form 10-KSB for the year ended December 31,
     1997.

3/   Incorporated herein by reference to exhibit of same number in the
     Company's Annual Report on Form 10-KSB for the year ended December 31,
     2003.

(b)     Reports on Form 8-K filed in the fourth quarter of 2004:  None.


ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The responses to this Item are included in the Company's Proxy Statement
for the 2005 Annual Meeting of Shareholders, under the heading "Information
About Decatur First and Its Affiliates-Independent Public Accountants," and are
incorporated herein by reference.


                                       16
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                            DECATUR FIRST BANK GROUP, INC.



                                            By:   /s/ Judy B. Turner
                                                  ------------------------------
                                                  Judy B. Turner
                                                  President and Chief
                                                  Executive Officer


                                            Date: March 22, 2005



                                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 Judy B. Turner and
Mary  Bobbie Bailey, his or her true and lawful attorney-in-fact and agent, 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  attorney-in-fact  and  agent,  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
attorney-in-fact  and  agent 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>
      Signature                          Title                       Date
      ---------                          -----                       ----
<S>                       <C>                                   <C>


/s/ John L. Adams, Jr.                   Director               March 22, 2005
------------------------
John L. Adams, Jr.

/s/ Merriell Autrey, Jr.                 Director               March 22, 2005
------------------------
Merriell Autrey, Jr.

/s/ Mary Bobbie Bailey                   Director               March 22, 2005
------------------------
Mary Bobbie Bailey


                                       17
<PAGE>
/s/ James A. Baskett                     Director               March 22, 2005
------------------------
James A. Baskett

/s/ John Walter Drake                    Director               March 22, 2005
------------------------
John Walter Drake

/s/ William F. Floyd                     Director               March 22, 2005
------------------------
William F. Floyd

/s/ Robert E. Lanier                     Director               March 22, 2005
------------------------
Robert E. Lanier

/s/ Carol G. Nickola                     Director               March 22, 2005
------------------------
Carol G. Nickola

/s/ Lynn Pasqualetti                     Director               March 22, 2005
------------------------
Lynn Pasqualetti

/s/ Roger K. Quillen                     Director               March 22, 2005
------------------------
Roger K. Quillen

/s/ James T. Smith, III                  Director               March 22, 2005
------------------------
James T. Smith, III

/s/ Kirby A. Thompson                    Director               March 22, 2005
------------------------
Kirby A. Thompson

/s/ Judy B. Turner              Director, President and         March 22, 2005
------------------------  Chief Executive Officer (Principal
Judy B. Turner            Executive, Financial and Accounting
                                        Officer)
</TABLE>


                                       18
<PAGE>
<TABLE>
<CAPTION>
                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number      Exhibit
------      -------
<S>      <C>

  3.1    Articles of Incorporation. 1/

  3.2    Bylaws 1/

  4.1    Instruments Defining the Rights of Security Holders.  See Articles of Incorporation
         at Exhibit 3.1 hereto and Bylaws at Exhibit 3.2 hereto.

  10.3*  Employment Agreement, dated as of June 1, 2001 among Decatur First Bank,
         Decatur First Bank Group, Inc and Judy B. Turner.

  10.4*  1998 Stock Incentive Plan 2/

  10.5   Purchase and Sale Closing Statement, dated January 7, 2002, between Daniel B.
         Pattillo and Decatur First Bank. 3/

  10.6   Agreement and Plan of Reorganization between Decatur First Bank Group, Inc.
         and Decatur First Interim Corporation, dated February 11, 2005.

  13.1   Decatur First Bank Group, Inc. 2004 Annual Report to Shareholders.  Except with
         respect to those portions specifically incorporated by reference into this Report, the
         Company's 2004 Annual Report to Shareholders is not deemed to be filed as part
         of this Report.

  22.1   Subsidiaries of Decatur First Bank Group, Inc. 2/

  23.1   Consent of Porter Keadle Moore, LLP

  24.1   Power of Attorney (appears on the signature pages to this Annual Report on 10-
         KSB).

  31.1   Certification by Chief Executive Officer and Principal Financial and Accounting
         Officer under Section 302 of the Sarbanes-Oxley Act of 2002

  32.1   Certification by Chief Executive Officer and Principal Financial and Accounting
         Officer under Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>

_____________________________

*    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. 333-14355,
     filed October 18, 1996.

2/   Incorporated herein by reference to exhibit of same number in the
     Company's Annual Report on Form 10-KSB for the year ended December 31,
     1997.

3/   Incorporated herein by reference to exhibit of same number in the
     Company's Annual Report on Form 10-KSB for the year ended December 31,
     2003.


<PAGE>