~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

~~FORM 8-K~~Washington, D.C. 20549

~~CURRENT REPORT~~FORM 8-K

~~Pursuant to~~CURRENT ~~Section 13 or 15(d) of the Securities Exchange Act of 1934~~REPORT

~~Date of~~Pursuant ~~Report~~to ~~(Date~~Section of13 ~~earliest~~or ~~event reported~~15(d): ~~DATE~~ of

~~Georgia~~the ~~Bancshares,~~Securities ~~Inc.(Exact~~Exchange ~~name~~Act of ~~registrantas specified in its charter)~~1934

Georgia	333-74710	58-2646154
(State of Incorporation)	Commission File No.	(I.R.S. Employer Identification No.)

Date of Report (Date of earliest event reported): February 4, 2005

~~100~~Georgia ~~Westpark Drive~~Bancshares, ~~Peachtree City, Georgia 30269 (Address of principal executive offices) (Zip Code)~~Inc.

(~~770)~~Exact ~~631-9488(Telephone~~name ~~Number)~~of registrant

~~Not~~as specified ~~Applicable(Former~~in ~~Name,~~its ~~Former Address and Former Fiscal Year, if Changed Since Last Report~~charter)

Item 4. Changes in Registrant’s Certifying Accountant

Georgia		000-50188		58-2646154
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

~~On April 14, 2004, Abbott, Jordan~~100 &Westpark ~~Koon~~Drive, ~~LLC~~Peachtree ~~resigned as auditors of the Company effective as of that date. The Company replaced Abbott~~City, ~~Jordan~~Georgia ~~& Koon, LLC with Porter Keadle Moore, LLP on April 15, 2004. The decision to replace auditors was approved by the audit committee and the board of directors of the Company.~~ 30269

~~The~~(Address ~~reports~~ of ~~Abbott,~~principal ~~Jordan &~~executive Koon, LLC on the Company’s financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, nor was there any event of the type requiring disclosure under Item 304(aoffices) (~~1)(v)~~Zip ~~of Regulation S-K.~~ Code)

~~In connection with the audits of the Company~~Registrant’s ~~consolidated~~telephone ~~financial statements for the fiscal years ended December 31~~number, ~~2003~~including ~~and~~area ~~2002,~~code: (770) ~~and through the date of this Form 8~~631-K, there were no disagreements with Abbott, Jordan & Koon, LLC on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Abbott, Jordan & Koon, LLC would have caused Abbott, Jordan & Koon, LLC to make reference to the matter in their report. 9488

~~The Company has provided Abbott,~~Not Jordan & Koon, LLC with a copy of the disclosures contained in this report, and has requested Abbott, Jordan & Koon, LLC to furnish it a letter addressed to the Commission stating whether it agrees with the above statements. A copy of that letter, dated April 15, 2004 is filed as Exhibit 16. Applicable

On(Former ~~April 15, 2004, the Company~~name ~~engaged~~or ~~Porter~~former ~~Keadle Moore~~address, ~~LLP~~if aschanged ~~its~~since ~~independent~~last ~~auditors for the fiscal year ending December 31, 2004, to audit the Company’s financial statements~~report. During the Company’s most recent fiscal year and the subsequent interim period preceding the engagement of Porter Keadle Moore, LLP the Company did not consult Porter Keadle Moore, LLP on any matter requiring disclosure under Item 304(a)~~(2) of Regulation S-K.~~

~~Item~~Check 7.the appropriate ~~Financial~~box ~~Statements,~~below ~~Pro~~if the Form 8-K filing is intended to simultaneously ~~Forma~~satisfy ~~Financial~~the ~~Information~~filing ~~and~~obligation ~~Exhibits~~of the registrant under any of the following provisions (see General Instruction A.2. below):

~~(c)~~o Written ~~Exhibits~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

16o Soliciting ~~Abbott,~~material pursuant ~~Jordan~~to &Rule ~~Koon,~~14a-12 ~~LLC~~under ~~letter to~~ the ~~Securities and~~ Exchange ~~Commission~~Act ~~dated~~(17 ~~April~~CFR ~~15, 2004~~240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~SIGNATURES~~o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Pursuant~~INFORMATION toTO ~~the~~BE ~~requirements~~INCLUDED ofIN ~~the~~THE ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ REPORT

~~Date:~~Item ~~April~~2.02. ~~15,~~Results ~~2004~~of Operations and Financial Condition.

~~GEORGIA~~On ~~BANCSHARES~~February 4, ~~INC.~~2005, ~~By:~~Georgia ~~/s/~~Bancshares, CInc., ~~Lynn~~holding ~~Gable~~company Cfor The Bank of Georgia, issued a press release announcing its financial results for the period ended December 31, 2004. A copy ~~Lynn~~of ~~Gable~~the ~~Chief~~press ~~Financial~~release ~~Officer~~is attached hereto as Exhibit 99.1.

3Item 9.01. Financial Statements. Pro Forma Financial Information and Exhibits.

~~INDEX TO EXHIBITS~~(c) Exhibits

Exhibit Number and Description

Exhibit No.		Exhibit

99.1		Earnings Press Release of Georgia Bancshares, Inc. dated February 4, 2005.

~~16.1 Abbott, Jordan & Koon, LLC letter to the Securities and Exchange Commission dated April 15, 2004.~~ 2

4SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GEORGIA BANCSHARES, INC.


	By:	/s/ C. Lynn Gable
	Name:	C. Lynn Gable
	Title:	Chief Financial Officer

Dated: February 4, 2005

EXHIBIT INDEX

Exhibit Number		Description

99.1		Earnings Press Release of Georgia Bancshares, Inc. dated February 4, 2005.

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