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 March 31, 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 924,657 shares
                         outstanding as of  May 6, 2004

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


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

                                      INDEX

                                                                                Page No.
                                                                                --------
<S>                                                                             <C>
PART I    FINANCIAL INFORMATION

  Item 1. Financial Statements

          Consolidated Balance Sheet (unaudited) at March 31, 2004                     3

          Consolidated Statements of Earnings (unaudited) for the Three
             Months Ended March 31, 2004 and 2003                                      4

          Consolidated Statements of Comprehensive Income (unaudited) for the
             Three Months Ended March 31, 2004 and 2003                                5

          Consolidated Statements of Cash Flows (unaudited) for the Three
             Months Ended March 31, 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. Changes in Securities and Purchases of Equity Securities                    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 and Reports on Form 8-K                                            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 statements are
not  guarantees  of  future performance and involve 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>
                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

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

                           Consolidated Balance Sheet

                                 March 31, 2004
                                   (Unaudited)

                                     Assets
                                     ------

<S>                                                           <C>
Cash and due from banks                                       $  4,073,462
Federal funds sold                                               3,476,000
                                                              -------------

    Cash and cash equivalents                                    7,549,462

Interest-bearing deposits in banks                               1,989,111
Investment securities available-for-sale                        16,135,875
Loans, net                                                      75,281,722
Premises and equipment, net                                      2,436,298
Accrued interest receivable and other assets                     2,608,290
                                                              -------------

                                                              $106,000,758
                                                              =============

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

Liabilities:
  Deposits:
    Noninterest-bearing                                       $ 19,827,822
    Interest-bearing                                            66,848,677
                                                              -------------
    Total deposits                                              86,676,499

  FHLB Advances                                                  7,980,000
  Accrued interest payable and other liabilities                   411,442
                                                              -------------

      Total liabilities                                         95,067,941
                                                              -------------

Commitments                                                              -

Stockholders' equity:
    Preferred stock, no par value; 2,000,000 authorized;
      no shares issued and outstanding                                   -
    Common stock, $5 par value; authorized
      10,000,000 shares; 945,190 shares issued                   4,725,950
    Additional paid-in capital                                   4,697,693
    Retained earnings                                            1,611,244
    Treasury stock (20,600 shares), at cost                       (259,950)
    Accumulated other comprehensive income                         157,880
                                                              -------------
      Total stockholders' equity                                10,932,817
                                                              -------------
                                                              $106,000,758
                                                              =============
</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 Ended March 31, 2004 and 2003
                                  (Unaudited)



                                                              2004          2003
                                                         ---------------  ---------
<S>                                                      <C>              <C>
Interest income:
    Interest and fees on loans                           $     1,186,048  1,068,030
    Interest on investment securities:
      Taxable                                                    109,610    127,071
      Nontaxable                                                  40,903     65,071
    Other interest income                                         18,555     19,712
                                                         ---------------  ---------

    Total interest income                                      1,355,116  1,279,884
                                                         ---------------  ---------

Interest expense on deposits                                     290,387    295,515
Interest expense on borrowings                                    89,279    103,945
                                                         ---------------  ---------

    Total interest expense                                       379,666    399,460
                                                         ---------------  ---------

    Net interest income                                          975,450    880,424

Provision for loan losses                                         65,000    125,000
                                                         ---------------  ---------

    Net interest income after provision for loan losses          910,450    755,424
                                                         ---------------  ---------

Other income:
    Service charges on deposit accounts                          121,124     92,581
    Securities gains                                              23,568     49,174
    Other operating income                                        38,208     76,448
                                                         ---------------  ---------

       Total other income                                        182,900    218,203
                                                         ---------------  ---------

Other expense:
    Salaries and other personnel expense                         502,620    366,995
    Net occupancy and equipment expense                           77,567     57,360
    Other operating expense                                      316,144    269,301
                                                         ---------------  ---------

       Total other expense                                       896,331    693,656
                                                         ---------------  ---------

       Earnings before income taxes                              197,019    279,971

Income tax expense                                                53,355     75,728
                                                         ---------------  ---------

        Net earnings                                     $       143,664    204,243
                                                         ===============  =========

        Basic earnings per share                         $           .16        .22
                                                         ===============  =========

        Diluted earnings per share                       $           .15        .22
                                                         ===============  =========

</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 Three Months Ended March 31, 2004 and 2003
                                       (Unaudited)



                                                                        2004       2003
                                                                      ---------  --------
<S>                                                                   <C>        <C>
Net earnings                                                          $143,664   204,243
                                                                      ---------  --------
Other comprehensive income (loss), net of tax:
  Unrealized gains (losses) on investment
    securities available-for-sale:
      Unrealized gains (losses) arising during the period, net
       of tax of $68,162and $17,092, respectively                      111,211   (30,792)
      Realized gains during the period, net of tax of $8,955
       and $17,553, respectively                                       (14,613)  (31,621)
                                                                      ---------  --------

Other comprehensive income (loss)                                       96,598   (62,413)
                                                                      ---------  --------

Comprehensive income                                                  $240,262   141,830
                                                                      =========  ========
</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 Three Months Ended March 31, 2004 and 2003
                                        (Unaudited)


                                                                     2004         2003
                                                                 ------------  -----------
<S>                                                              <C>           <C>
Cash flows from operating activities:
    Net earnings                                                 $   143,664      204,243
      Adjustments to reconcile net earnings to
        net cash provided by operating activities:
          Provision for loan losses                                   65,000      125,000
          Depreciation, amortization and accretion                    73,283       80,251
          Provision for stock awards                                   2,261        2,421
          Gain on sale of securities                                 (23,568)     (49,174)
          Increase in cash value of life insurance                   (13,500)           -
          Change in other                                             41,221       22,482
                                                                 ------------  -----------

             Net cash provided by operating activities               288,361      385,223
                                                                 ------------  -----------

Cash flows from investing activities:
     Net change in interest-bearing deposits                        (234,017)     184,999
     Proceeds from maturities and paydowns
       of investment securities available-for-sale                   861,800    1,368,023
     Proceeds from sales of investment securities
       available-for-sale                                          1,082,266    1,948,594
     Purchases of investment securities available-for-sale          (904,312)  (1,968,502)
     Net change in loans                                          (4,335,198)  (3,157,299)
     Purchases of premises and equipment                            (119,034)      (9,515)
                                                                 ------------  -----------

             Net cash used by investing activities                (3,648,495)  (1,633,700)
                                                                 ------------  -----------

Cash flows from financing activities:
     Net change in deposits                                        2,928,507    7,618,156
     Purchase of treasury stock                                            -       (1,450)
                                                                 ------------  -----------

             Net cash provided by financing activities             2,928,507    7,616,706
                                                                 ------------  -----------

Net change in cash and cash equivalents                             (431,627)   6,368,229

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

Cash and cash equivalents at end of the period                   $ 7,549,462   11,761,572
                                                                 ============  ===========

Noncash investing activities:
     Change in unrealized gain/loss on securities
        available-for-sale, net of tax                           $    96,598      (62,413)
</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 March 31, 2004 and for the interim periods ended March 31,
     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 on our
     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
                                                               Ended March 31,
                                                           ----------------------
                                                               2004        2003
                                                           ------------  --------
<S>                                                        <C>           <C>
            Basic earnings per share:
            Net earnings                                   $    143,664   204,243
            Weighted average common shares outstanding          924,496   924,242
            Per share amount                               $        .16       .22
                                                           ============  ========

            Diluted earnings per share:
            Net earnings                                   $    143,664   204,243
            Effect of dilutive securities - stock options        39,957    24,837
            Diluted earnings per share                     $        .15       .22
                                                           ============  ========
</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 Months Ended March 31, 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 three months ended March 31, 2004, net interest income totaled $975,450
as  compared  to  $880,424  for  the  same period in 2003.  Interest income from
loans,  including  fees  increased  $118,018  or 11% to $1,186,048 for the three
months ended March 31, 2004 while income from investment securities decreased by
$41,629  or  22%  to  $150,513.  Interest expense totaled $379,666 for the three
months  ended  March 31, 2004 compared to $399,460 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  resulting  in  an  overall increase in net interest income.  The net
interest  margin  realized  on  earning assets and the interest rate spread were
4.09%  and  3.58%, respectively, for the three months ended March 31, 2004.  For
the  three  months  ended March 31, 2003, the net interest margin was  4.01% and
the  interest  rate  spread  was  3.51%.

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


                                      -9-
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

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

INTEREST  RATE  SENSITIVITY  AND  ASSET  LIABILITY  MANAGEMENT,  CONTINUED
--------------------------------------------------------------------------
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 March 31, 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.

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 $65,000 for
the  three  months  ended  March  31, 2004 as compared to $125,000 for the three
months ended March 31, 2003. The decrease in the provision was due to a decrease
in  loan  volume  throughout  the first quarter of 2004 as compared to the first
quarter of 2003. The allowance for loan losses was 1.28% of gross loans at March
31,  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 our capital.

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

Noninterest income for the three months ended March 31, 2004 totaled $182,900 as
compared to $218,203 for the three months ended March 31, 2003.  The decrease in
noninterest  income  is  due  to  a  decrease  in  income  earned  from mortgage
origination  and  a  decrease  in  the  gain  on  sale  of investment securities
available-for-sale,  partially  offset  by  an  increase  in  service charges on
deposit  accounts,  during  the  quarter ended March 31, 2004 as compared to the
same  period  in  2003.

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

Total noninterest expense for the three months ended March 31, 2004 was $896,331
as compared to $693,656 for the same period in 2003.  Salaries and benefits, the
largest  component of noninterest expense, totaled $502,620 for the three months
ended  March  31,  2004,  compared  to  $366,995 for the same period a year ago.
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  as  well  as  normal  salary  increases  for  existing  bank staff.  Other
operating  expenses  were  $316,144 for the three months ended March 31, 2004 as
compared to $269,301 for the three months ended March 31, 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.


                                      -10-
<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 months ended March 31, 2004 was $53,355 as
compared  to  $75,728  for  the same period in 2003.  The effective tax rate was
approximately  27%  during  2004 and 27% during 2003.  The bank has been able to
keep  its  tax  rate consistent at 27% due to the effect of income earned on tax
exempt  investment  securities.


NET EARNINGS
------------
The  combination  of  the above factors resulted in net earnings of $143,664 for
the  three  months  ended  March 31, 2004 compared to net earnings for the three
months  ended March 31, 2003 of $204,243.  Basic earnings per share was $.16 for
the  three  months  ended March 31, 2004 compared to basic earnings per share of
$.22  for  the  same  period in 2003.  The decrease in earnings during the first
quarter  of  2004  as compared to the same period in 2003 is primarly due to the
effects  of  the  new LPO as well as the decrease in mortgage origination income
and  securities  gains.

ASSETS AND LIABILITIES
----------------------
During the first three months of 2004, total assets increased $3,215,349, or 3%,
when compared to December 31, 2003. The primary sources of growth in assets were
loans, which increased $4,270,198, or 6%, during the first three months of 2004.
Investment  securities  available-for-sale  decreased $882,666 from December 31,
2003  to $16,135,875 at March 31, 2004.  Total deposits increased $2,928,507, or
3%,  from  the  December  31,  2003  amount  of  $83,747,992.

INVESTMENT SECURITIES
---------------------
Investment  securities available-for-sale decreased $882,666 from $17,018,541 at
December 31, 2003 to $16,135,875 at March 31, 2004. This decrease was the result
of  funds  being  invested  in  loans.  All  of the Bank's marketable investment
securities  were  designated  as  available-for-sale  at  March  31,  2004.

PREMISES AND EQUIPMENT
----------------------
Premises  and  equipment,  net  of depreciation, totaled $2,436,298 at March 31,
2004.  The  increase  of $68,034 from the December 31, 2003 amount of $2,368,264
was  due  to the addition of fixed assets to support the LPO and other scheduled
purchases.

LOANS
-----
Gross  loans totaled $76,256,787 at March 31, 2004, an increase of $4,346,112 or
6%  since December 31, 2003.  The largest increase in loans was in Real estate -
mortgage,  which  increased  $2,715,491  or 6% to $49,119,562 at March 31, 2004.
Balances  within  the major loans receivable categories as of March 31, 2004 and
December  31,  2003  are  as  follows:

<TABLE>
<CAPTION>
                                                  March 31, 2004   December 31, 2003
                                                  ---------------  ------------------
<S>                                               <C>              <C>
          Commercial, financial and agricultural  $    10,835,167  $       10,957,599
          Real estate - construction                   13,357,811          11,905,865
          Real estate - mortgage                       49,119,562          46,404,071
          Consumer                                      2,944,247           2,643,140
                                                  ---------------  ------------------
                                                       76,256,787          71,910,675
          Less:  Allowance for loan losses                975,065             899,151
                                                  ---------------  ------------------
                                                  $    75,281,722  $       71,011,524
                                                  ===============  ==================
</TABLE>


                                      -11-
<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>
                                                                 March 31,
                                                       ------------------------------
                                                            2004            2003
                                                       --------------  --------------
<S>                                                    <C>             <C>
Balance, January 1,                                    $     899,151   $     812,507
Provision for loan losses for the period                      65,000         125,000
Net loans (charged off) recovered for the period              10,914          (4,466)
                                                       --------------  --------------
Balance, end of period                                 $     975,065   $     933,041
                                                       ==============  ==============
Gross loans outstanding, end of period                 $  76,256,787   $  66,360,786
                                                       ==============  ==============
Allowance for loan losses to gross loans outstanding            1.28%           1.41%
                                                       ==============  ==============
</TABLE>


DEPOSITS
--------

At  March  31,  2004, total deposits increased by $2,928,507 or 3% from December
31,  2003.  Noninterest-bearing  demand  deposits  decreased  $260,972 or 1% and
interest-bearing  deposits  increased  $3,189,479  or  5%.

Balances  within  the major deposit categories as of March 31, 2004 and December
31,  2003  as  follows:

<TABLE>
<CAPTION>
                                                 March 31, 2004   December 31, 2003
                                                 ---------------  ------------------
<S>                                              <C>              <C>
      Noninterest-bearing demand deposits        $    19,827,822  $       20,088,794
      Interest-bearing demand deposits                23,733,708          25,941,961
      Savings deposits                                 3,026,141           2,962,890
      Certificates of deposit $100,000 and over       17,629,971          14,538,706
      Other time deposits                             22,458,857          20,215,641
                                                 ---------------  ------------------
                                                 $    86,676,499  $       83,747,992
                                                 ===============  ==================
</TABLE>


LIQUIDITY
---------

Our  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.

We  are  a  party  to  financial  instruments with off-balance-sheet risk in the
normal  course  of business to meet the financing needs of our customers.  These
financial  instruments  consist  of  commitments  to  extend  credit and standby
letters  of  credit.  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.  Standby  letters of credit are written commitments issued by the Bank
to  guarantee  the  performance  of  a  customer  to a third party.  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.  Our 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.
We  use  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
certificates  of  deposit,  accounts  receivable,  inventory,  property,  plant,
equipment,  and  income-producing  commercial  properties.


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

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

The following table summarizes our off-balance-sheet financial instruments whose
contract  amounts  represent  credit  risk  as  of  March  31,  2004:

          Commitments to extend credit     $     17,863,000
          Standby letters of credit        $        288,000

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
$10,932,817  at  March 31, 2004.  This increase was attributable to net earnings
for  the  period  complemented  by a increase 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%.  The capital leverage
ratio  supplements  the  risk-based  capital  guidelines.

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

The  following  table  summarizes  our  consolidated capital ratios at March 31,
2004:

           Tier 1 capital (to risk-weighted assets)     13.54%
           Total capital (to risk-weighted assets)      12.41%
           Tier 1 capital (to total average assets)     10.53%

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.


                                      -13-
<PAGE>
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  her  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  March  31, 2004 that have materially affected, or are reasonably
likely  to  materially  affect,  the  Company's  internal control over financial
reporting.


                                      -14-
<PAGE>
                           PART II.  OTHER INFORMATION

                         DECATUR FIRST BANK GROUP, INC.



Item 1.   Legal Proceedings
          ------------------
          None

Item 2.   Changes in Securities and Purchases of Equity Securities
          --------------------------------------------------------
          None

Item 3.   Defaults  Upon  Senior  Securities
          ----------------------------------
          None

Item 4.   Submission  of  Matters  to  a  Vote  of  Security  Holders
          -----------------------------------------------------------
          (a)  The 2004 Annual Meeting of Shareholders was held on April 26,
               2004.

          (b)  Election  of  Directors

               The  following directors will serve until the 2005 Annual Meeting
               of  Shareholders:  John  L.  Adams, Jr., Mary Bobbie Bailey, Lynn
               Pasqualetti  and  Kirby A. Thompson. The following directors will
               serve  until  the  2006  Annual Meeting of Shareholders: Merriell
               Autrey,  Jr.,  John  Walter  Drake,  William  F. Floyd, Robert E.
               Lanier  and  Roger  K  Quillen.

               The  following  are the results of the votes cast by shareholders
               present  at  the 2004 Annual Meeting of Shareholders, by proxy or
               in  person,  for the proposal to elect the following directors to
               serve  until  the  2007  Annual  Meeting  of  Shareholders:

                                                    For     Against
                                                    ---     -------

                    James A. Baskett              669,110     2,250
                    Carol G. Nickola              669,110         -
                    James T. Smith, III           669,010     2,350
                    Judy B. Turner                666,460     4,900

Item 5.   Other Information
          -----------------
          None

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

     (a)  Exhibits:

          31   Certification  Pursuant  to  18  U.S.C.  Section 1350, as Adopted
               Pursuant  to  Section  302  of  the  Sarbanes-Oxley  Act  of 2002

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

     (b)  Reports  on  Form  8-K:
          None.


                                      -15-
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

                                   SIGNATURES


     In accordance with the requirements of the Securities 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 Financial and Accounting Officer


                           Date:  May 14, 2004


                                      -16-
<PAGE>