UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                                   FORM 10-QSB

              [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 2004

                                       OR

              [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the Transition Period from ______to ______

                         Commision file number 000-24139

                         Decatur First Bank Group, Inc.
                         ------------------------------
             (Exact name of registrant as specified in its charter)

             Georgia                                   58-2254289
     ------------------------               ------------------------------------
     (State of Incorporation)               (I.R.S. Employer Identification No.)

     1120 Commerce Drive
     Decatur, Georgia                                        30030
     ----------------------------------------     ------------------------------
     (Address of principal executive offices)              (Zip Code)


                                  404-373-1000
                               ------------------
                               (Telephone Number)


     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.

                                  YES  XX  NO
                                      ---

              Common stock, par value $5 per share:  924,992 shares
                       outstanding as of November 10, 2004

                  Transitional Small Business Disclosure Format
                                   (check one)
                              Yes ____     No  XX
                                               ---


<PAGE>
<TABLE>
<CAPTION>
                                DECATUR FIRST BANK GROUP, INC.

                                            INDEX

                                                                                         Page No.
                                                                                         --------

PART I        FINANCIAL INFORMATION
<S>           <C>                                                                        <C>
    Item 1.   Financial Statements

              Consolidated Balance Sheet (unaudited) at September 30, 2004                      3

              Consolidated Statements of Earnings (unaudited) for the Three Months
                and the Nine Months Ended September 30, 2004 and 2003                           4

              Consolidated Statements of Comprehensive Income (unaudited) for the Nine
                Months Ended September 30, 2004 and 2003                                        5

              Consolidated Statements of Cash Flows (unaudited) for the Nine Months
                Ended September 30, 2004 and 2003                                               6

              Notes to Consolidated Financial Statements (unaudited)                            7

    Item 2.   Management's Discussion and Analysis of Financial Condition and
                Results of Operations                                                           9

    Item 3.   Controls and Procedures                                                          14

PART II.      OTHER INFORMATION

    Item 1.   Legal Proceedings                                                                15

    Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds                      15

    Item 3.   Defaults Upon Senior Securities                                                  15

    Item 4.   Submission of Matters to a Vote of Security Holders                              15

    Item 5.   Other Information                                                                15

    Item 6.   Exhibits                                                                         15
</TABLE>



This  Report  contains  statements  which  constitute forward-looking statements
within  the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of  the  Securities Exchange Act of 1934. These statements appear in a number of
places in this Report and include all statements regarding the intent, belief or
current  expectations of the Company, its directors or its officers with respect
to, among other things: (i) the Company's financing plans; (ii) trends affecting
the  Company's financial condition or results of operations; (iii) the Company's
growth  strategy and operating strategy; and (iv) the declaration and payment of
dividends.  Investors  are  cautioned that any such forward-looking statement is
not  a guarantee of future performance and involves risks and uncertainties, and
that  actual  results  may  differ  materially  from  those  projected  in  the
forward-looking  statements  as a result of various factors discussed herein and
those  factors  discussed in detail in the Company's filings with the Securities
and  Exchange  Commission.


                                      - 2 -
<PAGE>
<TABLE>
<CAPTION>
                         PART I.  FINANCIAL INFORMATION

Item  1.  Financial  Statements

                         DECATUR FIRST BANK GROUP, INC.

                           Consolidated Balance Sheet

                               September 30, 2004
                                   (Unaudited)

                                     Assets
                                     ------

<S>                                                  <C>
Cash and due from banks                                $ 3,133,202
Federal funds sold                                       3,749,000
                                                     --------------

    Cash and cash equivalents                            6,882,202

Interest-bearing deposits in banks                       2,816,608
Investment securities available-for-sale                16,437,232
Loans, net                                              93,856,763
Premises and equipment, net                              3,384,204
Accrued interest receivable and other assets             2,806,035
                                                     --------------

                                                     $ 126,183,044
                                                     ==============

                  Liabilities and Stockholders' Equity
                  ------------------------------------

Liabilities:
    Deposits:
      Noninterest-bearing                            $  18,581,529
      Interest-bearing                                  88,138,336
                                                     --------------

      Total deposits                                   106,719,865

    FHLB Advances                                        7,980,000
    Accrued interest payable and other liabilities         453,486
                                                     --------------

      Total liabilities                                115,153,351
                                                     --------------

Commitments

Stockholders' equity
    Preferred stock, no par value; authorized
      2,000,000 shares; no issued shares                         -
    Common stock, $5 par value; authorized
      10,000,000 shares; issued  945,592 shares          4,727,960
    Additional paid-in capital                           4,702,518
    Retained earnings                                    1,882,177
    Accumulated other comprehensive income (loss)          (23,012)
    Treasury stock (20,600 shares), at cost               (259,950)
                                                     --------------

      Total stockholders' equity                        11,029,693
                                                     --------------

                                                     $ 126,183,044
                                                     ==============
</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                      - 3 -
<PAGE>
<TABLE>
<CAPTION>
                                          DECATUR FIRST BANK GROUP, INC.

                                        Consolidated Statements of Earnings

                    For the Three Months and the Nine Months Ended September 30, 2004 and 2003
                                                    (Unaudited)

                                                    Three Months Ended                  Nine Months Ended
                                                       September 30,                       September 30,
                                            ----------------------------------------------------------------------
                                                  2004              2003              2004              2003
                                            ----------------  ----------------  ----------------  ----------------
<S>                                         <C>               <C>               <C>               <C>
Interest income:
    Interest and fees on loans              $     1,380,454          1,093,842         3,853,456         3,271,433
    Interest on investment securities               144,868            169,194           447,104           539,603
    Other interest income                            35,061             24,162            74,981            65,678
                                            ----------------  ----------------  ----------------  ----------------

      Total interest income                       1,560,383          1,287,198         4,375,541         3,876,714
                                            ----------------  ----------------  ----------------  ----------------

Interest expense on deposits                        443,141            300,407         1,067,511           903,149
Interest expense on borrowings                       91,240            101,222           270,166           309,974
                                            ----------------  ----------------  ----------------  ----------------

      Total interest expense                        534,381            401,629         1,337,677         1,213,123
                                            ----------------  ----------------  ----------------  ----------------

      Net interest income                         1,026,002            885,569         3,037,864         2,663,591

Provision for loan losses                            90,000                  -           245,000           170,000
                                            ----------------  ----------------  ----------------  ----------------

      Net interest income after provision
        for loan losses                             936,002            885,569         2,792,864         2,493,591
                                            ----------------  ----------------  ----------------  ----------------

Other income:
    Service charges on deposit accounts             179,545             95,897           420,839           283,586
    Securities gains (losses)                        (1,903)                 -            22,466           102,459
    Other operating income                           40,602             94,431           134,285           251,819
                                            ----------------  ----------------  ----------------  ----------------

      Total other income                            218,244            190,328           577,590           637,864
                                            ----------------  ----------------  ----------------  ----------------

Other expense:
    Salaries and other personnel expense            558,064            446,024         1,551,587         1,217,686
    Net occupancy and equipment expense              77,035             83,554           238,106           213,948
    Other operating expense                         354,006            299,364         1,006,622           936,354
                                            ----------------  ----------------  ----------------  ----------------

      Total other expense                           989,105            828,942         2,796,315         2,367,988
                                            ----------------  ----------------  ----------------  ----------------

      Earnings before income taxes                  165,141            246,955           574,139           763,467

Income tax expense                                   47,020             54,482           159,542           186,286
                                            ----------------  ----------------  ----------------  ----------------

      Net earnings                          $       118,121            192,473           414,597           577,181
                                            ================  ================  ================  ================

Earnings per common share:
    Basic earnings per share                $           .13                .21               .45               .62
                                            ================  ================  ================  ================
    Diluted earnings per share              $           .12                .20               .43               .61
                                            ================  ================  ================  ================
</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                      - 4 -
<PAGE>
<TABLE>
<CAPTION>
                                 DECATUR FIRST BANK GROUP, INC.

                        Consolidated Statements of Comprehensive Income

                     For the Nine Months Ended September 30, 2004 and 2003

                                                                             2004       2003
                                                                          ----------  ---------
<S>                                                                       <C>         <C>
Net earnings                                                              $ 414,597    577,181
                                                                          ----------  ---------

Other comprehensive income (loss), net of tax:
  Unrealized gains (losses) on investment securities available-for-sale
    arising during the period, net of taxes of $43,127 and
    $103,315, respectively                                                  (70,365)  (168,566)
  Realized gains on sales of investment securities available-for-sale,
    net of income tax expense of $8,537 and $38,935,
    respectively                                                            (13,929)   (63,525)
                                                                          ----------  ---------

Other comprehensive income (loss)                                           (84,294)  (232,091)
                                                                          ----------  ---------

Comprehensive income                                                      $ 330,303    345,090
                                                                          ==========  =========
</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                      - 5 -
<PAGE>
<TABLE>
<CAPTION>
                                   DECATUR FIRST BANK GROUP, INC.
                               Consolidated Statements of Cash Flows
                       For the Nine Months Ended September 30, 2004 and 2003
                                            (Unaudited)


                                                                            2004           2003
                                                                        -------------  ------------
<S>                                                                     <C>            <C>
Cash flows from operating activities:
    Net earnings                                                        $    414,597       577,181
    Adjustments to reconcile net earnings to net
      cash provided by operating activities:
        Provision for loan losses                                            245,000       170,000
        Depreciation, amortization and accretion                             215,304       287,364
        Securities gains                                                     (22,466)     (102,459)
        Provision for stock awards                                             9,096         5,090
        Change in other                                                      (17,111)     (134,748)
                                                                        -------------  ------------

          Net cash provided by operating activities                          844,420       802,428
                                                                        -------------  ------------

Cash flows from investing activities:
    Net change in interest-bearing deposits in banks                      (1,061,514)   (1,102,427)
    Proceeds from maturities and paydowns
      of investment securities available-for-sale                          2,966,905     4,727,848
    Proceeds from sales of investment securities available-for-sale        3,022,642     6,351,478
    Purchases of investment securities available-for-sale                 (5,584,034)  (11,457,779)
    Change in loans                                                      (23,090,239)   (3,871,140)
    Purchases of premises and equipment                                   (1,168,940)     (127,973)
                                                                        -------------  ------------

          Net cash used by investing activities                          (24,915,180)   (5,479,993)
                                                                        -------------  ------------

Cash flows from financing activities:
    Net change in deposits                                                22,971,873     9,247,900
    Repayment of borrowings                                                        -    (2,000,000)
    Purchase of treasury shares                                                    -        (1,450)
                                                                        -------------  ------------

          Net cash provided by financing activities                       22,971,873     7,246,450
                                                                        -------------  ------------

Net change in cash and cash equivalents                                   (1,098,887)   (2,568,885)

Cash and cash equivalents at beginning of the period                       7,981,089     5,393,343
                                                                        -------------  ------------

Cash and cash equivalents at end of the period                          $  6,882,202     7,962,228
                                                                        =============  ============

Noncash investing activities:
    Change in unrealized gain/loss on securities available-for-sale,
      net of tax                                                        $    (84,294)     (232,091)
</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                      - 6 -
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

(1)  ORGANIZATION AND BASIS OF PRESENTATION

Decatur  First Bank Group, Inc. (the Company), a bank holding company, owns 100%
of the outstanding common stock of Decatur First Bank (the Bank), which operates
primarily  in  the Decatur, Georgia area.  The consolidated financial statements
include  the accounts of the Company and the Bank. All intercompany accounts and
transactions  have  been  eliminated  in  consolidation.

The  accompanying financial statements have been prepared in accordance with the
requirements  for  interim  financial  statements  and,  accordingly,  they omit
disclosures,  which  would  substantially  duplicate those contained in the most
recent  annual  report to shareholders on Form 10-KSB.  The financial statements
as  of  September  30, 2004 and for the interim periods ended September 30, 2004
and  2003  are  unaudited  and,  in  the  opinion  of  management,  include  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation.  The  financial information as of December 31, 2003 has been
derived  from  the  audited  financial  statements as of that date.  For further
information,  refer  to  the  financial statements and the notes included in the
Company's  2003  Form  10-KSB.

(2)  CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The  Company  has  adopted  various  accounting  policies,  which  govern  the
application  of accounting principles generally accepted in the United States of
America  in  the  preparation  of  our  financial  statements.  The  Company's
significant  accounting  policies  are  described  in  the  footnotes  to  the
consolidated  financial  statements  at December 31, 2003 as filed in its annual
report  on  Form  10-KSB.

Certain accounting policies involve significant estimates and assumptions by the
Company,  which  have  a material impact on the carrying value of certain assets
and liabilities.  The Company considers these accounting policies to be critical
accounting policies.  The estimates and assumptions used are based on historical
experience  and  other  factors,  which  are believed to be reasonable under the
circumstances.  Because  of  the  nature  of the estimates and assumptions made,
actual  results  could  differ  from these estimates and assumptions which could
have  a material impact on carrying values of assets and liabilities and results
of  operations.

The Company believes that the allowance for loan losses is a critical accounting
policy  that  requires  the  most  significant  judgments  and estimates used in
preparation  of  its consolidated financial statements.  Refer to the portion of
management's  discussion  and  analysis  of  financial  condition and results of
operations that addresses the allowance for loan losses for a description of the
Company's  processes  and  methodology  for  determining  the allowance for loan
losses.

(3)  EARNINGS PER SHARE

Net earnings per common share are based on the weighted average number of common
shares  outstanding  during  each  period.  The calculation of basic and diluted
earnings  per  share  is  as  follows:

<TABLE>
<CAPTION>
                                                      Three Months                Nine months
                                                   Ended September 30,        Ended September 30,
                                               --------------------------  --------------------------

                                                   2004          2003          2004          2003
                                               ------------  ------------  ------------  ------------
<S>                                            <C>           <C>           <C>           <C>
Basic earnings per share:
Net earnings                                   $    118,121       192,473       414,597       577,181
Weighted average common shares outstanding          924,969       924,002       924,700       924,254
Per share amount                               $        .13           .21           .45           .62
                                               ============  ============  ============  ============

Diluted earnings per share:
Net earnings                                   $    118,121       192,473       414,597       577,181
Effect of dilutive securities - stock options        39,957        26,777        39,957        26,777
Diluted earnings per share                     $        .12           .20           .43           .61
                                               ============  ============  ============  ============
</TABLE>


                                      - 7 -
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              Notes to Consolidated Financial Statements, continued
                                   (Unaudited)


(4)  STOCK-BASED COMPENSATION
     ------------------------
     The  Company sponsors a stock-based compensation plan. The Company accounts
     for  this  plan  under  the  recognition  and measurement principles of APB
     Opinion  No.  25,  "Accounting  for Stock Issued to Employees", and related
     Interpretations.  No stock-based employee compensation cost is reflected in
     net  earnings,  as all options granted under the plan had an exercise price
     equal  to  the  market  value of the underlying common stock on the date of
     grant.  The  effect  on  net  earnings  and earnings per share would not be
     material  if  the Company had applied the fair value recognition provisions
     of  Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  123,
     "Accounting  for  Stock-Based  Compensation",  to  stock-based  employee
     compensation.


                                      - 8 -
<PAGE>
Item 2.
                         DECATUR FIRST BANK GROUP, INC.

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

         For the Three and Nine Months Ended September 30, 2004 and 2003

The following is our discussion and analysis of certain significant factors that
have  affected  our  financial  position  and operating results and those of our
subsidiary,  Decatur First Bank, during the periods included in the accompanying
financial  statements.  This  commentary  should be read in conjunction with the
financial statements and the related notes and the other statistical information
included  in  this  report.

This  report  contains  "forward-looking  statements"  relating  to,  without
limitation,  future economic performance, plans and objectives of management for
future  operations,  and  projections of revenues and other financial items that
are  based  on  the  beliefs  of  management, as well as assumptions made by and
information  currently  available  to  management.  The  words  "may,"  "will,"
"anticipate," "should," "would," "believe," "contemplate," "expect," "estimate,"
"continue,"  and "intend," as well as other similar words and expressions of the
future, are intended to identify forward-looking statements.  Our actual results
may  differ  materially  from  the  results  discussed  in  the  forward-looking
statements,  and  our  operating  performance each quarter is subject to various
risks  and  uncertainties  that  are discussed in detail in our filings with the
Securities  and  Exchange  Commission,  including,  without  limitation:

     -    Significant  increases  in  competitive  pressure  in  the banking and
          financial  services  industries;
     -    changes  in  the  interest  rate  environment  which  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  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;
     -    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  monetary  and  tax  policies;
     -    changes  in  the  securities  markets;  and
     -    other  risks  and  uncertainties  detailed  from  time  to time in our
          filings  with  the  Securities  and  Exchange  Commission.

RESULTS OF OPERATIONS
---------------------

NET INTEREST INCOME
-------------------

For  the  nine  months  ended  September  30,  2004, net interest income totaled
$3,037,864  as  compared  to  $2,663,591  for the same period in 2003.  Interest
income  from  loans, including fees, increased $582,023 or 18% to $3,853,456 for
the  nine  months  ended  September  30,  2004,  while  income  from  investment
securities  decreased  by  $92,499 or 17% to $447,104.  Interest expense totaled
$1,337,677  for the nine months ended September 30, 2004, compared to $1,213,123
in 2003.  The increase in net interest income is due to the Bank having a higher
percentage of its earning assets in loans and a lesser percentage of its earning
assets  in  investment  securities  and  an increase in average interest earning
assets  resulting  in  an  overall  increase  in  net  interest income.  The net
interest  margin  realized  on  earning assets and the interest rate spread were
3.79%  and  3.31%,  respectively,  for the nine months ended September 30, 2004.
For  the nine months ended September 30, 2003, the net interest margin was 3.85%
and  the  interest  rate  spread  was  3.35%.

For  the quarter ended September 30, 2004, interest income totaled $1,560,383 as
compared  to  $1,287,198  for the same period in 2003.  Interest expense totaled
$534,381  for  the quarter ended September 30, 2004 compared to $401,629 for the
same  period  in  2003.  The  increase in net interest income is due to the Bank
having  a  higher  percentage  of  its  earning  assets  in  loans  and a lesser
percentage  of  its  earning  assets in investment securities and an increase in
average interest earning assets resulting in an overall increase in net interest
income.


                                      - 9 -
<PAGE>
INTEREST RATE SENSITIVITY AND ASSET LIABILITY MANAGEMENT
--------------------------------------------------------

Interest  rate sensitivity measures the timing and magnitude of the repricing of
assets  compared  with  the repricing of liabilities and is an important part of
asset/liability  management  of  a  financial  institution.  The  objective  of
interest  rate  sensitivity  management  is  to  generate  stable  growth in net
interest  income,  and  to  control  the  risks  associated  with  interest rate
movements.  Management  constantly  reviews  interest rate risk exposure and the
expected  interest  rate  environment  so  that  adjustments  in  interest  rate
sensitivity  can be timely made.  Since the assets and liabilities of a bank are
primarily  monetary  in  nature  (payable  in  fixed, determinable amounts), the
performance  of  a  bank  is  affected more by changes in interest rates than by
inflation.  Interest  rates  generally  increase  as  the  rate  of  inflation
increases, but the magnitude of the change in rates may not be the same.

Net  interest  income  is  the  primary  component  of  net income for financial
institutions.  Net  interest  income  is affected by the timing and magnitude of
repricing  of as well as the mix of interest sensitive and noninterest sensitive
assets and liabilities.  "Gap" is a static measurement of the difference between
the  contractual  maturities or repricing dates of interest sensitive assets and
interest  sensitive  liabilities  within the following twelve months.  Gap is an
attempt  to  predict  the  behavior of the Bank's net interest income in general
terms  during periods of movement in interest rates.  In general, if the Bank is
asset  sensitive,  more of its interest sensitive assets are expected to reprice
within  twelve  months  than  its  interest  sensitive liabilities over the same
period.  In a rising interest rate environment, assets repricing more quickly is
expected  to  enhance  net  interest income.  Alternatively, decreasing interest
rates would be expected to have the opposite effect on net interest income since
assets  would  theoretically  be  repricing at lower interest rates more quickly
than  interest  sensitive  liabilities.  Although  it  can  be used as a general
predictor,  Gap  as  a  predictor  of  movements  in  net  interest  income  has
limitations  due  to the static nature of its definition and due to its inherent
assumption  that  all  assets  will  reprice  immediately  and  fully  at  the
contractually  designated time.  At September 30, 2004, the Bank, as measured by
Gap,  is in an asset sensitive position.  Management has several tools available
to  it  to  evaluate  and  affect  interest rate risk, including deposit pricing
policies and changes in the mix of various types of assets and liabilities.  For
more  information  on  asset-liability management, see the annual report of Form
10-KSB  filed  with  the  Securities  and  Exchange  Commission.


                                     - 10 -
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF  FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS, -- continued
-------------

PROVISION AND ALLOWANCE FOR LOAN LOSSES
---------------------------------------

The  provision  for  loan  losses  is  the  charge  to  operating  earnings that
management  believes  is  necessary  to maintain the allowance for possible loan
losses  at an adequate level.  The provision charged to expense was $245,000 for
the  nine  months  ended September 30, 2004 as compared to $170,000 for the nine
months  ended September 30, 2003.  The provision for the quarter ended September
30,  2004 was $90,000 compared to no provision for the same period in 2003.  The
changes  in the provision have been a result of management's efforts to increase
the allowance to match the growth in the loan portfolio.  The allowance for loan
losses was 1.21% of gross loans at September 30, 2004.  There are risks inherent
in  making  all  loans,  including risks with respect to the period of time over
which loans may be repaid, risks resulting from changes in economic and industry
conditions,  risks  inherent  in  dealing with individual borrowers, and, in the
case  of  a  collateralized  loan,  risks resulting from uncertainties about the
future value of the collateral.  We anticipate maintaining an allowance for loan
losses  based  on,  among  other things, historical experience, an evaluation of
economic  conditions,  and  regular  reviews of delinquencies and loan portfolio
quality.  Our  judgment  about  the  adequacy  of  the allowance is based upon a
number  of  assumptions  about future events, which we believe to be reasonable,
but  which may not prove to be accurate.  Thus, there is a risk that charge-offs
in future periods could exceed the allowance for loan losses or that substantial
additional  increases  in  the  allowance  for  loan  losses  could be required.
Additions to the allowance for loan losses would result in a decrease of our net
income  and,  possibly,  our  capital.

NONINTEREST INCOME
------------------

Noninterest income for the nine months ended September 30, 2004 totaled $577,590
as  compared  to  $637,864  for  the  nine months ended September 30, 2003.  The
decrease  in  noninterest  income  was  due  to a decrease in income earned from
mortgage  origination  of  approximately  $120,599 and a decrease in the gain on
sale  of  investment  securities  available-for-sale  of  approximately $79,993,
partially  offset  by  an  increase  in  service  charges on deposit accounts of
approximately  $137,253  during  the  nine  months  ended  September 30, 2004 as
compared  to  the  same  period  in  2003.

Noninterest  income for the quarter ended September 30, 2004 totaled $218,244 as
compared  to $190,328 for the quarter ended September 30, 2003.  The increase in
noninterest income was due to an increase in service charges on deposit accounts
of  approximately  $83,648,  partially offset by a decrease in the income earned
from  mortgage  origination  of  approximately $73,963, during the quarter ended
September  30,  2004.

NONINTEREST EXPENSE
-------------------

Total  noninterest  expense  for  the  nine  months ended September 30, 2004 was
$2,796,315  as  compared  to  $2,367,988  for  the  same  period in 2003.  Total
noninterest  expense  for the three months ended September 30, 2004 was $989,105
as compared to $828,942 for the same period in 2003.  Salaries and benefits, the
largest component of noninterest expense, totaled $1,551,587 for the nine months
ended  September 30, 2004, compared to $1,217,686 for the same period a year ago
and  totaled  $558,064  for  the  quarter  ended September 30, 2004, compared to
$446,024  for  the same period in 2003. These increases were due to the addition
of staff to operate the loan production office ("LPO") in Greene County, Georgia
which  opened in the third quarter of 2003, the addition of staff to operate our
new  branch  in  WalMart  on Panola Road, as well as normal salary increases for
existing  bank  staff.   Other  operating  expenses were $1,006,622 for the nine
months  ended  September  30,  2004  as compared to $936,354 for the nine months
ended  September  30,  2003 and totaled $354,006 for the quarter ended September
30,  2004, compared to $299,364 for the same period in 2003.  These increases in
noninterest  expenses  are  due  to  the continued growth of the Bank as well as
expenses associated with the Greene County LPO and our WalMart branch.


                                     - 11 -
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF  OPERATIONS  --  continued
--------------

INCOME TAXES
------------

Income  tax  expense  for the three and nine months ended September 30, 2004 was
$47,020  and $159,542, respectively.   Income tax expense for the three and nine
months  ended  September  30,  2003 was $54,482 and $186,286, respectively.  The
effective  tax  rate  for the three and nine months ended September 30, 2004 was
approximately 28% and for the three and nine months ended September 30, 2003 was
22%  and  24%, respectively.  The bank's tax rate increased during 2004 compared
to  2003  due  to  a  lesser percentage of its income being earned on tax exempt
investment  securities.

NET EARNINGS
------------

The  combination  of  the above factors resulted in net earnings of $414,597 for
the  nine  months ended September 30, 2004 compared to net earnings for the nine
months  ended  September  30,  2003 of $577,181.   Net earnings for the quarters
ended  September  30,  2004  and  2003 were $118,121 and $192,473, respectively.
Basic  earnings per share were $.45 for the nine months ended September 30, 2004
compared to basic earnings per share of $.62 for the same period in 2003.  Basic
earnings  per  share were $.13 for the quarter ended September 30, 2004 compared
to  basic  earnings  per share of $.21 for the quarter ended September 30, 2003.

ASSETS AND LIABILITIES
----------------------

During the first nine months of 2004, total assets increased $23,397,635 or 23%,
when  compared  to December 31, 2003. The primary source of growth in assets was
net  loans,  which increased $22,845,239 or 32%, during the first nine months of
2004.  Investment securities available-for-sale decreased $581,309 from December
31,  2003  to  $16,437,232  at  September  30,  2004.  Total  deposits increased
$22,971,873 or 27%, from the December 31, 2003 amount of $83,747,992.

INVESTMENT SECURITIES
---------------------

Investment  securities available-for-sale decreased $581,309 from $17,018,541 at
December  31, 2003 to $16,437,232 at September 30, 2004.  The decrease is due to
the  Bank having a higher percentage of its earning assets in loans.  All of the
Bank's marketable investment securities were designated as available-for-sale at
September  30,  2004.

PREMISES AND EQUIPMENT
----------------------

Premises and equipment, net of depreciation, totaled $3,384,204 at September 30,
2004.  The  increase  of  $1,015,940  from  the  December  31,  2003  amount  of
$2,368,264  was  due  to  the  purchase  of  fixed  assets to support the Bank's
branching efforts partially offset by normal depreciation of the Bank's premises
and  equipment.

LOANS
-----

Gross  loans  totaled  $95,009,539  at  September  30,  2004,  an  increase  of
$23,098,864  or  32% since December 31, 2003.  The largest increase in loans was
in  real  estate  mortgage, which increased $16,808,211 or 36% to $63,212,282 at
September 30, 2004.  Balances within the major loans receivable categories as of
September 30, 2004 and December 31, 2003 are as follows:

<TABLE>
<CAPTION>
                                              September 30, 2004   December 31, 2003
                                             -------------------  ------------------
<S>                                          <C>                  <C>
     Commercial, financial and agricultural  $        10,303,710  $       10,957,599

     Real estate - construction                       18,492,256          11,905,865

     Real estate - mortgage                           63,212,282          46,404,071

     Consumer                                          3,001,291           2,643,140
                                             -------------------  ------------------

                                             $        95,009,539  $       71,910,675
                                             ===================  ==================
</TABLE>


                                     - 12 -
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS - continued
------------

ALLOWANCE FOR LOAN LOSSES
-------------------------

Activity in the Allowance for Loan Losses is as follows:

<TABLE>
<CAPTION>
                                                               September 30,

                                                           2004          2003
                                                       -------------  -----------
<S>                                                    <C>            <C>
Balance, January 1,                                    $    899,151      812,507

Provision for loan losses for the period                    245,000      170,000

Net loans (charged off) recovered for the period              8,624      (98,244)
                                                       -------------  -----------

Balance, end of period                                 $  1,152,775      884,263
                                                       =============  ===========

Gross loans outstanding, end of period                 $ 95,009,539   66,980,849
                                                       =============  ===========

Allowance for loan losses to gross loans outstanding           1.21%        1.32%
                                                       =============  ===========
</TABLE>

DEPOSITS
--------

At  September  30,  2004  total  deposits  increased  by $22,971,873 or 27% from
December 31, 2003.   Noninterest-bearing demand deposits decreased $1,507,265 or
8%  and interest-bearing deposits increased $24,479,138 or 38%.  Balances within
the  major deposit categories as of September 30, 2004 and December 31, 2003 are
as  follows:

<TABLE>
<CAPTION>
                                           September 30, 2004   December 31, 2003
                                           -------------------  -----------------
<S>                                        <C>                  <C>
Noninterest-bearing demand deposits        $        18,581,529         20,088,794
Interest-bearing demand deposits                    24,798,643         25,941,961
Savings deposits                                     2,372,610          2,962,890
Certificates of deposit $100,000 and over           21,945,203         14,538,706
Other time deposits                                 39,021,880         20,215,641
                                           -------------------  -----------------

                                           $       106,719,865         83,747,992
                                           ===================  =================
</TABLE>

LIQUIDITY
---------

The  Company's  liquidity  needs  include  the funding of loans and purchases of
operating assets.  Liquidity needs are met by us through scheduled maturities of
loans  and  investments  on  the  asset side and through pricing policies on the
liability side for interest-bearing deposit accounts.  The level of liquidity is
measured  by  the  loan-to-total  borrowed  funds  ratio,  which  was  82.83% at
September 30, 2004 and 78.40% at December 31, 2003.

The  Company  is a party to financial instruments with off-balance-sheet risk in
the  normal  course  of  business  to meet the financing needs of its customers.
These  financial  instruments  consist of commitments to extend credit and loans
sold with limited recourse.  Commitments to extend credit are agreements to lend
to  a  customer as long as there is no violation of any condition established in
the  contract.  Commitments  generally  have  fixed  expiration  dates  or other
termination clauses and may require payment of a fee.  A commitment involves, to
varying  degrees,  elements  of  credit  and interest rate risk in excess of the
amount  recognized in the balance sheets.  The Company's exposure to credit loss
in  the  event  of  non-performance  by  the  other  party  to the instrument is
represented by the contractual notional amount of the instrument.

Since  certain  commitments are expected to expire without being drawn upon, the
total  commitment amounts do not necessarily represent future cash requirements.
The Company uses the same credit policies in making commitments to extend credit
as  it  does  for  on-balance-sheet  instruments.

Collateral held for commitments to extend credit varies but may include accounts
receivable,  inventory,  property,  plant,  equipment,  and  income-producing
commercial  properties.


                                     - 13 -
<PAGE>
The  following  table  summarizes  the  Company's  off-balance-sheet  financial
instruments  whose  contract  amounts  represent credit risk as of September 30,
2004:


     Commitments to extend credit                          $      1,416,000
     Standby letters of credit                             $     19,976,000


Management is not aware of any significant concentrations of loans to classes of
borrowers or industries that would be affected similarly by economic conditions.
Although  the Bank's loan portfolio is diversified, a substantial portion of its
borrowers'  ability  to  honor  the  terms  of  their  loans is dependent on the
economic conditions in DeKalb County and surrounding areas.

We  also  have  obtained  lines  of credit available with correspondent banks to
purchase federal funds for periods from one to fourteen days.

CAPITAL RESOURCES
-----------------

Total  shareholders'  equity  increased from $10,690,294 at December 31, 2003 to
$11,029,693  at  September  30,  2004.  This  increase  was  attributable to net
earnings  for  the  period  partially  offset by a decrease in accumulated other
comprehensive  income.

Bank  holding companies, such as us, and their banking subsidiaries are required
by  banking regulators to meet certain minimum levels of capital adequacy, which
are  expressed  in the form of certain ratios.  Capital is separated into Tier 1
capital  (essentially  common  shareholders'  equity less intangible assets) and
Tier  2  capital  (essentially the allowance for loan losses limited to 1.25% of
risk-weighted  assets).  The  first two ratios, which are based on the degree of
credit  risk  in  our  assets, provide the weighting of assets based on assigned
risk  factors  and  include off-balance sheet items such as loan commitments and
stand-by letters of credit.  The ratio of Tier 1 capital to risk-weighted assets
must be at least 4.0% and the ratio of total capital (Tier 1 capital plus Tier 2
capital)  to  risk-weighted  assets  must  be  at  least  8.0%.

Banks  and  bank  holding  companies are required to maintain a minimum leverage
ratio  of  Tier  1  capital  to adjusted quarterly average total assets of 3.0%.

The  following table summarizes our consolidated capital ratios at September 30,
2004:


Tier 1 capital (to total average assets)                                   8.78%
Tier 1 capital (to risk-weighted assets)                                  10.72%
Total capital (to risk-weighted assets)                                   11.84%


                                     - 14 -
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS -- continued
------------

REGULATORY MATTERS
------------------

From  time  to  time, various bills are introduced in the United States Congress
with  respect  to  the  regulation  of financial institutions.  Certain of these
proposals,  if  adopted,  could significantly change the regulation of banks and
the  financial  services  industry.  We  cannot  predict  whether  any  of these
proposals  will  be adopted or, if adopted, how these proposals would affect us.

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------

Accounting  standards  that  have  been  issued  or  proposed  by  the Financial
Accounting  Standards Board that do not require adoption until a future date are
not  expected to have a material impact on the consolidated financial statements
upon  adoption.

ITEM 3. CONTROLS AND PROCEDURES
-------------------------------

At  the  end  of  the  period covered by this report, the Company carried out an
evaluation,  under  the  supervision and with the participation of the Company's
management,  including  the  Company's  Chief  Executive  Officer  and Principal
Financial  and  Accounting  Officer,  of  the  effectiveness  of  the design and
operation  of  the  Company's  disclosure  controls  and  procedures pursuant to
Exchange  Act  Rule  13a-14.  Based  upon  that  evaluation, the Company's Chief
Executive  Officer and Principal Financial and Accounting Officer concluded that
the  Company's  disclosure  controls  and  procedures  are  effective  in timely
alerting  them  to  material  information relating to the Company (including its
consolidated  subsidiaries)  that  is  required  to be included in the Company's
periodic  filings  with the Securities and Exchange Commission.  There have been
no  changes  in  the Company's internal controls over financial reporting during
the  quarter  ended  September  30,  2004  that have materially affected, or are
reasonably  likely  to  materially  affect,  the Company's internal control over
financial  reporting.


                                     - 15 -
<PAGE>
                           PART II.  OTHER INFORMATION

                         DECATUR FIRST BANK GROUP, INC.

Item 1.  LEGAL PROCEEDINGS
         -----------------
         None

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
         -----------------------------------------------------------
         None

Item 3.  DEFAULTS UPON SENIOR SECURITIES
         -------------------------------
         None

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------
         None

Item 5.  OTHER INFORMATION
         -----------------
         None

Item 6.  EXHIBITS
         --------

            31  Certification Pursuant to Rule 13a - 14(a), as Adopted  Pursuant
                to Section 302 of the Sarbanes-Oxley Act of 2002

            32  Certification  of  the  Chief  Executive  Officer  and Principal
                Accounting  Officer  pursuant  to  18  U.S.C.  Section  1350, as
                Adopted  pursuant  to  Section  906  of  the  Sarbanes-Oxley Act
                of  2002.


                                     - 16 -
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

                                   SIGNATURES


     In  accordance with the requirements of the Securitis Exchange Act of 1934,
the  registrant  has  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, Chief Executive Officer and
                                          Principal Accounting Officer


                                     Date: November 10, 2004
                                           -----------------


                                     - 17 -
<PAGE>