SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the quarter ended ~~September~~June 30, ~~2004~~ 2005

Commission file number 000-25128

LOGO

MAIN STREET BANKS, INC.

(Exact name of registrant as specified in its charter)

Georgia		58-2104977
(State of Incorporation)		(I.R.S. Employer Identification No.)
676 Chastain Road, Kennesaw, GA		30144
3500 Lenox Road, Atlanta, GA		30326
(Address of principal executive offices)		(Zip Code)

770-~~422~~786-~~2888~~3441

(Registrant’s 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 x No ¨~~

~~Indicate by check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).~~ Yes þ x No ¨

AsIndicate ofby ~~October~~check ~~22,~~whether ~~2004,~~the registrant ~~had~~is ~~outstanding~~an ~~19,458,141~~accelerated ~~shares~~filer (as defined in Rule 12b-2 of ~~common~~the ~~stock~~Exchange Act).

Yes þ No ¨

As of July 31, 2005, registrant had outstanding 21,417,924 shares of common stock.

SPECIAL CAUTIONARY NOTICE

REGARDING FORWARD-LOOKING STATEMENTS

Certain of the statements made herein under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere are “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control, and which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential,” and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation:

•

future local and national economic or business and real estate market conditions;

•

governmental monetary and fiscal policies, as well as legislative and regulatory changes, including banking, securities and tax laws and regulations;

•

the risks of changes in interest rates on the levels, composition and costs of deposits, loan demand, and the values of loan collateral, securities, and interest sensitive assets and liabilities;

•

credit risks of borrowers;

•

the effects of competition from a wide variety of local, regional, national, and other providers of financial, investment, and insurance services;

•

the failure of assumptions underlying the establishment of allowances for loan losses and other estimates;

•

the risks of mergers and acquisitions, including, without limitation, the related costs, including integrating operations and personnel as part of these transactions and the failure to achieve expected gains, revenue growth and/or expense savings from such transactions;

•

changes in accounting rules, policies and practices;

•

changes in technology and/or products – especially those that result in increased costs to us or less benefits to us than we had expected;

•

the effects of war or other conflict, acts of terrorism or other catastrophic events; and

•

other factors and risks described in any of our subsequent reports that we make with the Securities and Exchange Commission (the “Commission”) under the Exchange Act.

All written or oral forward-looking statements that are made by or are attributable to us are expressly qualified in their entirety by this cautionary notice. Our forward-looking statements apply only as of the date of this report or the respective date of the document from which they are incorporated herein by reference. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise.

MAIN STREET BANKS, INC.

TABLE OF CONTENTS

FORM 10-Q

~~September~~June 30, ~~2004~~2005

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets September 30, 2004 (unaudited), December 31, 2003 and September 30, 2003 (unaudited)	3
	Consolidated Balance Sheets June 30, 2005 (unaudited), December 31, 2004 and June 30, 2004 (unaudited)	3
	Consolidated Statements of Income (unaudited) Three and Nine Months Ended September 30, 2004 and 2003	4
	Consolidated Statements of Income (unaudited) Three and Six Months Ended June 30, 2005 and 2004	4
	Consolidated Statements of Comprehensive Income (unaudited) Three and Nine Months Ended September 30, 2004 and 2003	5
	Consolidated Statements of Comprehensive Income (unaudited) Three and Six Months Ended June 30, 2005 and 2004	5
	Consolidated Statements of Cash Flows (unaudited) Nine Months ended September 30, 2004 and 2003	6
	Consolidated Statements of Cash Flows (unaudited) Six Months ended June 30, 2005 and 2004	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Submission of Matters to a Vote of Security Holders	24
Item 5.	Other Information	24
Item 6.	Exhibits	2425
	Signatures	25
	Exhibits:
	Exhibit 31.1 Certification of Chief Executive Officer	26
	Exhibit 31.2 Certification of Chief Financial Officer	27
	Exhibit 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act	28
	Exhibit 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act	29

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

Main Street Banks, Inc.

Consolidated Balance Sheets

(dollars in thousands)

	(Unaudited) September 30, 2004			December 31, 2003			(Unaudited) September 30, 2003
	(Unaudited)
Assets
	June 30,2005			December 31,2004
Cash and due from banks	$	55,719		$	39,839		$	39,560
Assets
Interest-bearing deposits in banks		1,058			1,021			693
Cash and due from banks	$	35,633		$	35,090
Federal funds sold and securities purchased under agreements to resell		24,410			31,820			15,920
Interest-bearing deposits in banks		125			318
Investment securities available for sale (amortized cost of $280,785, $242,872, and $243,621 at September 30, 2004, December 31, 2003 and September 30, 2003, respectively)		282,815			247,392			247,867
Federal funds sold and securities purchased under agreements to resell		355			35,813
Investment securities held to maturity (fair value of $11,386, $10,800, and $743 at September 30, 2004, December 31, 2003 and September 30, 2003, respectively)		11,835			10,788			688
Investment securities available for sale (amortized cost of $304,890, $314,557, and $274,994 at June 30, 2005, December 31, 2004 and June 30, 2004, respectively)		304,031			315,521
Other investments		23,040			19,651			17,082
Investment securities held to maturity (fair value of $13,196, $11,260, and $11,701 at June 30, 2005, December 31, 2004 and June 30, 2004, respectively)		13,110			11,716
Mortgage loans held for sale		6,932			5,671			6,490
Other investments		27,848			23,782
Loans, net of unearned income		1,653,616			1,443,326			1,411,951
Mortgage loans held for sale		8,633			4,563
Allowance for loan losses		(24,256	)		(21,152	)		(20,765	)
Loans, net of unearned income		1,763,781			1,699,035
Loans, net		1,629,360			1,422,174			1,391,186
Allowance for loan losses		(25,242	)		(25,191	)
Premises and equipment, net		52,505			42,761			41,726
Loans, net		1,738,539			1,673,844
Other real estate		1,082			1,845			1,367
Premises and equipment, net		53,101			53,470
Accrued interest receivable		9,243			8,181			8,069
Other real estate		4,095			2,141
Goodwill and other intangible assets		103,392			96,237			94,920
Accrued interest receivable		10,012			9,763
Bank owned life insurance		41,528			35,773			35,275
Goodwill and other intangible assets		102,235			102,170
Other assets		15,474			8,612			10,275
Bank owned life insurance		58,271			42,056
Total assets	$	2,258,393		$	1,971,765		$	1,911,118
Other assets		15,435			16,195
Liabilities
Total assets	$	2,371,423		$	2,326,442
Deposits:
Liabilities
Noninterest-bearing demand	$	236,809		$	228,610		$	224,032
Deposits:
Interest-bearing demand and money market		584,997			482,775			468,009
Noninterest-bearing demand	$	245,913		$	224,958
Savings		46,647			49,832			44,644
Interest-bearing demand and money market		627,010			658,088
Time deposits of $100,000 or more		355,161			254,422			254,152
Savings		43,766			46,999
Other time deposits		406,672			442,764			446,804
Time deposits of $100,000 or more		334,063			370,658
Total deposits		1,630,286			1,458,403			1,437,641
Other time deposits		427,098			409,507
Accrued interest payable		3,489			3,020			3,343
Total deposits		1,677,850			1,710,210
Federal Home Loan Bank advances		226,204			210,605			159,739
Accrued interest payable		4,714			3,955
Federal funds purchased and securities sold under repurchase agreements		115,192			43,859			61,575
Federal Home Loan Bank advances		203,303			201,070
Junior subordinated debentures		51,547			—			—
Federal funds purchased and securities sold under repurchase agreements		135,723			73,368
Trust preferred securities		—			50,000			50,000
Subordinated debentures		51,547			51,547
Other liabilities		910,~~353~~803			57,~~335~~329			~~4,754~~
Total liabilities		2,~~036~~083,~~071~~940			12,~~771~~047,~~222~~479			~~1,717,052~~
Shareholders’ Equity
Common stock-no par value per share; 50,000,000 shares authorized; 19,457,741, 18,981,340 and 18,933,178 shares outstanding at September 30, 2004, December 31, 2003 and September 30, 2003, respectively		108,197			100,876			99,455
Common stock-no par value per share; 50,000,000 shares authorized; 21,415,607, 21,229,545 and 19,381,000 shares outstanding at June 30, 2005, December 31, 2004 and June 30, 2004, respectively		163,109			161,517
Retained earnings		121,718			104,539			99,133
Treasury stock, at cost, 564,082 shares at June 30, 2005, December 31, 2004 and June 30, 2004, respectively		(8,789	)		(8,789	)
Accumulated other comprehensive income, net of tax		1,196			3,917			4,267
Retained earnings		135,006			126,448
Treasury stock, at cost, 564,082 shares at September 30, 2004, December 31, 2003 and September 30, 2003, respectively		(8,789	)		(8,789	)		(8,789	)
Accumulated other comprehensive (loss), net of tax		(1,843	)		(213	)
Total shareholders’ equity		~~222~~287,~~322~~483			~~200~~278,~~543~~963			~~194,066~~
Total liabilities and shareholders’ equity	$	2,~~258~~371,~~393~~423		$	12,~~971~~326,~~765~~442		$	~~1,911,118~~

See accompanying notes to consolidated financial statements

Main Street Banks, Inc.

Consolidated Statements of Income ~~(Unaudited)~~

(dollars and shares in thousands except per share data)

Three months ended September 30,

Nine months ended September 30,

Three months endedJune 30,

Six months endedJune 30,

2004

2003

2004

2003

2005

2004

2005

2004

(unaudited)

Interest income:

Loans, including fees

2632,~~736~~116

2325,~~775~~474

7661,~~991~~707

6450,~~127~~256

Investment securities:

Taxable

2,~~498~~748

12,~~952~~362

75,~~107~~510

64,~~172~~609

Non-taxable

~~365~~339

~~414~~389

~~1,172~~679

~~1,294~~806

Federal funds sold and other short-term investments

4375

7134

Interest-bearing deposits in banks

612

1524

1910

Other investments

~~238~~237

~~160~~237

~~682~~426

~~303~~443

Total interest income

2935,~~852~~461

2628,~~310~~470

8668,~~010~~421

7156,~~986~~158

Interest expense:

Interest-bearing demand and money market

13,~~765~~643

1,~~534~~829

47,~~916~~144

43,~~447~~151

Savings

6266

8174

~~224~~128

~~259~~162

Time deposits

45,~~757~~749

14,~~911~~471

1310,~~690~~941

58,~~048~~934

Other time deposits

~~185~~40

~~2,378~~64

~~305~~84

~~6,676~~120

Federal funds purchased

~~561~~634

19333

~~929~~1,092

40368

Federal Home Loan Bank advances

~~876~~1,455

~~680~~664

2,~~407~~634

1,~~474~~530

Interest expense on junior subordinated debentures

~~637~~827

~~580~~575

1,~~787~~575

~~873~~1,150

Other interest expense

~~176~~67

~~362~~241

~~773~~232

~~1,140~~597

Total interest expense

912,~~019~~481

78,~~545~~251

2523,~~031~~830

1916,~~957~~012

Net interest income

2022,~~833~~980

1820,~~765~~219

6044,~~979~~591

5240,~~029~~146

Provision for loan losses

14,~~603~~050

1,~~146~~310

46,~~474~~258

32,~~994~~871

Net interest income after provision for loan losses

1918,~~230~~930

1718,~~619~~909

5638,~~505~~333

4837,~~035~~275

Non-interest income:

Service charges on deposit accounts

2,~~165~~152

2,~~092~~023

64,~~069~~049

53,~~690~~904

Other customer service fees

~~277~~362

~~389~~352

~~986~~703

~~1,148~~709

Mortgage banking income

~~810~~681

~~1,118~~860

21,~~552~~373

21,~~630~~743

Investment agency commissions

~~134~~148

89185

~~634~~549

~~233~~500

Insurance agency income

2,~~515~~349

12,~~189~~371

75,~~657~~523

35,~~605~~142

Income from SBA lending

1,~~270~~539

~~406~~368

2,~~124~~368

~~1,290~~854

Income on bank owned life insurance

~~522~~685

~~748~~559

1,~~903~~215

1,~~672~~381

Investment securities gains, net

~~317~~23

~~301~~549

~~1,170~~247

~~617~~853

Other income

~~217~~—

~~204~~152

~~1,129~~—

~~562~~173

Total non-interest income

87,~~227~~939

67,~~536~~419

2416,~~224~~027

1715,~~447~~259

Non-interest expense:

Salaries and other compensation

8,~~000~~579

67,~~799~~688

2316,~~729~~511

1815,~~618~~730

Employee benefits

1,~~170~~298

1,~~284~~520

42,~~330~~918

3,~~536~~160

Net occupancy and equipment expense

2,~~091~~114

12,~~773~~208

64,~~159~~166

4,~~657~~068

Data processing fees

~~326~~495

~~450~~224

1,~~106~~005

~~1,201~~781

Professional services

~~716~~829

~~825~~583

1,~~934~~298

1,~~787~~022

Communications & supplies

~~1,027~~988

~~983~~1,028

31,~~106~~950

2,~~568~~079

Marketing expense

~~347~~251

~~199~~357

~~1,074~~542

~~781~~727

Regulatory agency assessments

~~196~~144

73101

~~383~~212

~~241~~192

Amortization of intangible assets

~~122~~131

~~107~~122

~~385~~260

~~258~~262

Other expense

12,~~904~~649

12,~~875~~303

64,~~145~~281

43,~~659~~693

Total non-interest expense

1517,~~899~~478

1416,~~368~~134

4833,~~351~~143

3831,~~306~~714

Income before income taxes

119,~~558~~391

910,~~787~~194

3221,~~378~~217

2720,~~176~~820

Income tax expense

3,~~294~~585

2,~~669~~803

97,~~126~~228

75,~~923~~832

Net income

85,~~264~~806

7,~~118~~391

2313,~~252~~989

1914,~~253~~988

Earnings per share - Basic

0.4327

0.38

10.2066

10.1078

Earnings per share - Diluted

0.4127

0.3637

10.1664

10.0675

Dividends declared per share

0.~~135~~1525

0.~~120~~1350

0.~~405~~3050

0.~~360~~2700

Weighted average common shares outstanding - Basic

1921,~~428,145~~375

1819,~~913,088~~351

1921,~~353,729~~327

1719,~~512,489~~316

Weighted average common shares outstanding - Diluted

2021,~~015,560~~899

19,~~602,219~~974

1921,~~972,391~~789

1819,~~186,159~~949

See accompanying notes to consolidated financial statements

Main Street Banks, Inc.

Consolidated Statements of Comprehensive Income ~~(Unaudited)~~

(dollars in thousands)

	Three Months Ended						~~Nine~~Six Months Ended
	September 30,2004			September 30,2003			September 30, 2004			September 30, 2003
	June 30,2005			June 30,2004			June 30,2005			June 30,2004
	(unaudited)						~~(unaudited)~~
Net income	$	85,~~264~~806		$	7,~~118~~391		$	2313,~~252~~989		$	1914,~~253~~988
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities available for sale		3,278			(2,126	)		(872	)		(1,506	)
Unrealized (losses) gains on securities available for sale		2,242			(5,521	)		(1,088	)		(4,150	)
Unrealized gains (losses) on derivative contracts		892			399			(1,077	)		619
Unrealized (losses) gains on derivative contracts		344			(2,631	)		(379	)		(1,969	)
Less reclassification adjustment for net gains included in net income		(~~209~~15	)		(~~199~~362	)		(~~772~~163	)		(~~407~~563	)
Comprehensive income	$	12,225		$	5,192		$	20,531		$	17,959
Comprehensive income (loss)	$	8,377		$	(1,123	)	$	12,359		$	8,306

See accompanying notes to consolidated financial statements

Main Street Banks, Inc.

Consolidated Statements of Cash Flows ~~(Unaudited)~~

(dollars in thousands)

	Nine months ended September 30,
	Six months endedJune 30,
	2004			2003
	2005			2004
	(Unaudited)
Operating activities
Net income	$	2313,~~252~~989		$	1914,~~253~~988
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		46,~~474~~258			32,~~994~~871
Depreciation and amortization of premises and equipment		21,~~922~~911			2,~~236~~070
Amortization of intangible assets		~~386~~389			~~258~~263
Loss on sales of other real estate		~~454~~94			~~149~~160
Investment securities gains		(1,170	)		(617	)
Investment securities gains, net		(247	)		(853	)
Net amortization of investment securities		~~1,027~~526			~~1,190~~736
Net accretion of loans purchased		~~(132~~7	)		(2312	)
Loss on sales of premises and equipment		~~473~~591			91544
Net (increase) decrease in mortgage loans held for sale		(1,261	)		1,685
Net increase in mortgage loans held for sale		(4,070	)		(550	)
Gain on mortgage loan sales		(~~989~~527	)		(21,~~630~~743	)
Gains on sales of SBA loans		(2,~~124~~368	)		(~~1,290~~854	)
Deferred income tax provision		~~1,442~~(836	)		23,~~214~~468
Deferred net loan fees (cost amortization)		(~~1,749~~240	)		(~~554~~998	)
Vesting in restricted stock award plan		~~549~~345			~~347~~360
Changes in operating assets and liabilities:
Increase in accrued interest receivable		(~~1,061~~249	)		(~~566~~878	)
Increase cash surrender value of bank-owned life insurance		(~~755~~1,214	)		(~~922~~233	)
Increase (decrease) in accrued interest payable		468			(1,132	)
Increase in accrued interest payable		759			264
Increase in prepaid expenses		(3,103	)		(1,996	)
Decrease in prepaid expenses		(2,258	)		(3,103	)
Other		~~3,307~~478			(1,~~704~~479	)
Net cash provided by operating activities	$	2613,~~410~~338		$	1915,~~983~~021
Investing activities
Purchases of investment securities available for sale		(~~123~~40,~~645~~095	)		(~~129~~82,~~730~~794	)
Purchases of investment securities held to maturity		(12,~~210~~700	)		—(1,210	)
Purchases of other investments		(3,389	)		(11,754	)
Decrease in other investments		(518	)		(4,226	)
Maturities, paydowns and calls of investment securities available for sale		3019,~~528~~686			6521,~~398~~871
Proceeds from sales of investment securities available for sale		5429,~~345~~491			1928,~~620~~065
Net increase in loans funded		(~~343~~90,~~430~~953	)		(~~268~~164,~~454~~975	)
Proceeds from the sale of loans held for sale		~~133~~26,~~140~~208			~~126~~14,~~902~~010
Purchase of bank-owned life insurance		(515,000	)		—(5,000	)
Purchases of premises and equipment		(132,~~349~~295	)		(78,~~165~~106	)
Proceeds from sales of premises and equipment		~~106~~17			8105
Proceeds from sales of other real estate		1,~~612~~113			~~2,408~~902
Improvements to other real estate		(~~175~~262	)		(~~195~~166	)
Net cash paid for acquisitions		—(200	)		~~(32,994~~—	)
Net cash used in investing activities	$	(~~270~~75,~~467~~508	)	$	(~~235~~201,~~956~~524	)
Financing activities
Net increase in demand and savings accounts		107,236			70,163
Net (decrease) increase in demand and savings accounts		(13,355	)		58,413
Increase (decrease) in time deposits		64,647			(43,646	)
(Decrease) increase in time deposits		(19,005	)		49,475
Increase in Federal Funds purchased		262,~~333~~356			1329,~~909~~466
Increase in Federal Home Loan Bank advances		842,~~599~~233			9424,~~739~~733
Proceeds from the issuance of junior subordinated debentures		—			44,845
Dividends paid		(6,498	)		(5,213	)
Dividends paid		(7,833	)		(6,084	)
Proceeds from issuance of common stock		1,331			831
Purchase of treasury stock		—			(1,930	)
Net cash provided by financing activities	$	27,062		$	157,705
Proceeds from issuance of common stock		1,582			—
Net decrease in cash and cash equivalents		(35,108	)		(28,798	)
Net cash provided by financing activities		252,564			171,996
Cash and cash equivalents at beginning of period		71,221			72,680
Net increase (decrease) in cash and cash equivalents		8,507			(43,977	)
Cash and cash equivalents at end of period	$	36,113		$	43,882
Cash and cash equivalents at beginning of period		72,680			100,150
Cash and cash equivalents at end of period	$	81,187		$	56,173
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	1719,~~864~~116		$	169,~~614~~517
Income taxes, net		10,226			8,200
Income taxes		5,801			7,110
Supplemental disclosures of noncash transactions
Loans transferred to other real estate acquired through foreclosure	$	~~3,857~~940		$	3,~~496~~122

See accompanying notes to consolidated financial statements

Main Street Banks, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note A – Significant Accounting Policies

Basis of Presentation: The unaudited consolidated financial statements include the accounts of the parent company Main Street Banks, Inc. (“Company”) and its direct and indirect wholly owned subsidiaries, Main Street Bank (“Bank”), Main Street Insurance Services, Inc. (“MSII”), Piedmont Settlement Services, Inc. (“Piedmont”) and MSB Payroll Solutions, LLC. All significant inter-company transactions and balances have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements for the Company have been prepared in accordance with accounting principles generally accepted in the United States, followed within the financial services industry for interim financial information and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statement presentation. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations for interim periods have been included.

The results of operations for the three~~-month~~ and ~~nine-~~six month periods ended ~~September~~June 30, ~~2004~~2005 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2004~~2005, or for any other period. These financial statements ~~and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations”~~ should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, ~~2003~~2004, included in the Company’s Annual Report on Form 10-K.

Certain previously reported amounts have been reclassified to conform to current financial statement presentation. These reclassifications had no effect on net income or stockholders’ equity.

Note B - ~~Acquisitions~~Acquisition

On January 2, 2004, MSII acquired substantially all of the assets of Banks Moneyhan Hayes Insurance Agency, Inc. (“BMIA”), an insurance agency headquartered in Conyers, Georgia. This acquisition provided MSII with an opportunity to expand its market share in Clarke and Rockdale Counties, Georgia. The transaction was accounted for as a purchase business combination and accordingly, the results of operations of BMIA are included from the acquisition date. The Company issued 271,109 shares of its common stock as consideration. The purchase price was based on the market value of the 271,109 shares issued at the closing market price of the Company’s common stock of $25.82 on December 5, 2003, the date the acquisition was announced. The Company allocated the purchase price among the BMIA assets acquired and liabilities assumed based on their fair values at the time the acquisition ~~merger~~ was consummated and the remainder of the purchase price was allocated to identifiable intangibles and goodwill. Goodwill of $4.7 million and Intangible Assets of $2.8 million were created as a result of the transaction. ~~Due to the S Corporation status of BMIA, the Company also acquired $450 thousand of negative equity with this acquisition which was recorded as goodwill.~~ Intangible assets include covenants not to compete and customer lists and will be amortized over a 5 to 15 year period. The Company estimates that $212,000 of the amortization expense for these intangible assets will be deductible for tax purposes in ~~2004~~2005. This acquisition also includes an “earn-out” provision which is based upon future revenue and earnings goals, for a period of five years. The maximum potential for future ~~undiscounted~~ payments the Company could be required to make under this “earn-out” provision is $1.2 million. The “earn-out” will be booked as additional Goodwill in the amounts and at the times that it is deemed to be earned. Summarized below is anthe ~~initial~~ allocation of assets and liabilities acquired (in thousands):

Assets acquired:
Cash and Cash equivalents	$	180
Other assets		33
Goodwill		4,717
Intangible Assets		2,781
Intangible assets		2,781
Total Assets	$	7,711
Liabilities acquired
Liabilities acquired:
Other Liabilities		711
Other liabilities		711
Total Liabilities	$	711

As of June 30, 2005, MSII has booked an additional $0.3 million in goodwill as a result of the “earn-out” provision.

Note C – Other Accounting Matters

The Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 123 (Revised 2004) (“SFAS No. 123R”), “Share-Based Payment,” in December 2004. SFAS No. 123R is a revision of FASB Statement 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock

On Issued ~~May~~to 22Employees,” ~~2003,~~and ~~the Company completed~~ its ~~acquisition~~related ofimplementation ~~First Colony Bancshares, Inc~~guidance., ~~parent~~The ofStatement ~~First Colony~~focuses ~~Bank,~~primarily aon ~~$320~~accounting ~~million~~for ~~asset~~transactions ~~bank headquartered~~ in ~~Alpharetta,~~which ~~Georgia.~~an ~~The~~entity ~~merger~~obtains employee ~~provides~~services ~~Main~~in ~~Street~~share-based ~~with~~payment atransactions. ~~natural~~SFAS ~~extension~~No. of123R ~~its~~requires ~~Atlanta~~a ~~community~~public ~~bank~~entity ~~franchise~~to ~~into~~measure ~~Roswell,~~the ~~Alpharetta~~cost ~~and nearby areas~~ of ~~north~~employee ~~Fulton~~services ~~County,~~received ~~Georgia. The~~in ~~transaction~~exchange ~~was accounted~~ for asan aaward ~~purchase business combination and accordingly, the results~~ of ~~operations~~equity ofinstruments ~~First~~based ~~Colony~~on ~~Bank are included from~~ the ~~acquisition~~ grant-date. ~~The~~fair ~~Company~~value ~~allocated~~of the ~~purchase~~award ~~price among the First Colony assets~~(with ~~acquired~~limited ~~and~~exceptions). ~~liabilities~~That ~~assumed~~cost ~~based~~will onbe ~~their~~recognized ~~fair~~over ~~values at~~ the ~~time~~period ~~the~~during ~~merger~~which ~~was~~an ~~consummated~~employee ~~and~~is ~~the~~required ~~remainder of the purchase price was allocated~~ to ~~identifiable~~provide ~~intangibles~~service ~~and goodwill. Main Street issued 2.6 million shares of its common stock and paid $45.0 million~~ in ~~cash in~~ exchange for ~~all outstanding shares of First Colony Bancshares. The value of~~ the 2award.6 ~~million~~This ~~shares~~statement ~~issued~~ was ~~determined~~to ~~based~~be oneffective ~~the Company’s closing market price of $19.61 on December 11, 2002, the date the acquisition was announced. Core deposit intangible assets of $1.9 million and Goodwill of $72.9 million were created~~ as ~~a result~~ of the ~~transaction.~~beginning ~~The core deposit intangible assets will be amortized over 10 years. None~~ of the ~~resulting goodwill~~first isannual ~~deductible~~reporting ~~for~~period ~~federal income tax purposes. The Company estimates~~ that begins ~~$1.3~~after ~~million~~June of15, ~~previously existing core deposit intangibles recorded by First Colony will be deductible for federal income tax purposes in future years~~2005. ~~Summarized below is an initial allocation of assets and liabilities acquired (in thousands):~~

Assets acquired:
Cash and Cash equivalents	$	24,048
Loans		283,661
Other assets		17,894
Goodwill		72,962
Other intangibles		1,877
Total Assets	$	400,442
Liabilities acquired
Deposits		282,195
Other Liabilities		17,567
Total Liabilities	$	299,762

In April 2005, the Securities and Exchange Commission (“SEC”) announced that it would provide for a phased-in implementation process for SFAS No. 123R. The SEC would require that registrants adopt Statement 123R’s fair value method of accounting for share-based payments to employees no later than the beginning of the first fiscal year beginning after June 15, 2005. The Company has elected to adopt SFAS No. 123R beginning in January 2006. The adoption of this statement is expected to have a material impact on the financial condition and operating results of the Company.

OnIn ~~August~~January 42003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), Consolidation of Variable Interest Entities. In December 2003, the FASB revised Interpretation No. 46 (FIN 46R”). The Company, ~~through~~determined anthat ~~intermediate~~certain trusts ~~subsidiary,~~created ~~completed~~by ~~the~~it ~~acquisition~~to ofissue ~~the~~trust ~~remaining~~preferred ~~50%~~securities ~~interest~~required ~~from~~deconsolidation ~~the~~due ~~other~~to ~~partners~~the provisions of ~~Piedmont~~FIN ~~Settlement~~46R. ~~Services~~Accordingly, ~~L.L.P.~~as of June 30, a2004, ~~Pennsylvania~~the ~~limited~~Company ~~liability~~was ~~partnership~~required to deconsolidate these trusts. The ~~assets~~deconsolidation ~~and~~required ~~liabilities~~the ofCompany ~~the~~to ~~Pennsylvania~~remove ~~partnership~~$50.0 ~~were~~million ~~subsequently~~in ~~transferred~~trust preferred securities from its consolidated financial statements and to ~~Piedmont~~record ~~Settlement~~junior ~~Services,~~subordinated ~~Inc.,~~debentures apayable ~~wholly~~to ~~owned~~these ~~subsidiary~~trusts of $51.5 million and record the Company’s investment in the trusts of $1.5 million in other assets. The ~~purchase~~trust ~~price~~preferred securities had been counted as Tier 1 capital for ~~this~~regulatory ~~acquisition~~purposes ~~was~~as ~~$183,500~~minority interests in consolidated subsidiaries. ~~There~~In ~~were~~July no2003, ~~goodwill~~the orBoard ~~intangible~~of ~~assets~~Governors ~~created~~of asthe Federal Reserve System issued a ~~result~~supervisory ofletter ~~this~~instructing ~~acquisition.~~bank ~~The~~holding ~~transaction~~companies ~~has~~to ~~been~~continue ~~accounted~~to include the trust preferred securities in Tier 1 capital for asregulatory acapital ~~purchase~~purposes ~~and~~until ~~accordingly~~further notice, even though the ~~results~~trusts ofthat ~~operations~~issued the trust preferred securities were not consolidated with their parent bank holding companies under FIN 46. On May 6, 2004, the Federal Reserve proposed changes to its capital adequacy rules that would continue to include limited amounts of ~~Piedmont~~qualified ~~are~~trust ~~included~~preferred ~~from~~securities as Tier 1 capital, notwithstanding the ~~acquisition~~change ~~date~~in GAAP resulting from FIN 46 and FIN 46R.

In accordance with FAS 141 the following table presents unaudited summary information on a pro forma basis as if these acquisitions had occurred as of the beginning of each of the periods presented. The proforma information does not necessarily reflect the results of operations that would have occurred if the acquisitions had occurred at the beginning of the periods presented or of any results which may be expected to occur in the future.

	September 30, 2003
	Threemonths		Ninemonths
Net interest income	$	18,765	$	55,074
Net interest income after provision for loan losses		17,619		50,780
Net income		7,262		21,311
Earning per share - basic	$	0.38	$	1.20
Earnings per share - diluted	$	0.37	$	1.15

Note C - Current Accounting Developments

In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), Consolidation of Variable Interest Entities. FIN 46 states that if a business enterprise is the primary beneficiary of a variable interest entity, the assets, liabilities and results of the activities of the variable interest entity should be included in the consolidated financial statements of the business enterprise. This interpretation explains how to identify variable interest entities and how an enterprise assesses its interest in a variable interest entity to decide whether to consolidate the entity. FIN 46 also requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved. Variable interest entities that effectively disperse risks will be consolidated unless a single party holds an interest or combination

of interests that effectively recombines risks that were previously dispersed. Due to the significant implementation concerns, the FASB revised Interpretation No. 46 (“FIN46R”) in December 2003. Management has evaluated the Company’s investment in variable interest entities and potential variable interest entities or transactions, particularly in trust preferred securities structures because these entities constitute the Company’s primary exposure.

The Company determined that certain trusts created by it to issue trust preferred securities required deconsolidation due to the provisions of FIN 46R. Accordingly, as of March 31, 2004, the Company was required to deconsolidate these trusts. The deconsolidation required the Company to remove $50.0 million in trust preferred securities from its consolidated financial statements and to record junior subordinated debentures payable to these trusts of $51.5 million and record the Company’s investment in the trusts of $1.5 million in other assets. The trust preferred securities had been counted as Tier 1 capital for regulatory purposes as minority interests in consolidated subsidiaries. In July 2003, the Board of Governors of the Federal Reserve System issued a supervisory letter instructing bank holding companies to continue to include the trust preferred securities in Tier 1 capital for regulatory capital purposes until further notice, even though the trusts that issued the trust preferred securities were not consolidated with their parent bank holding companies under FIN 46. On May 6, 2004, the Federal Reserve proposed changes to its capital adequacy rules that would continue to include limited amounts of qualified trust preferred securities as Tier 1 capital, notwithstanding the change in GAAP resulting from FIN 46 and FIN 46R.

Currently, other than the impact described above from the deconsolidation of the trust preferred securities, the adoption of FIN 46 and FIN 46R has not had a material impact on the financial condition or the operating results of the Company. Prior periods have not been restated for this change in accounting methods.

In March 2004, the SEC issued Staff Accounting Bulletin No. 105, Application of Accounting Principles to Loan Commitments. Current accounting guidance requires the commitment to originate mortgage loans to be held for sale be recognized on the balance sheet at fair value from inception through expiration or funding. SAB 105 requires that the fair-value measurement include only differences between the guaranteed interest rate in the loan commitment and a market interest rate, excluding any expected future cash flows related to the customer relationship or loan servicing. SAB 105 was effective for commitments to originate mortgage loans to be held for sale that are entered into after June 30, 2004. Its adoption did not have a material impact on the consolidated financial position or results of the Company.

Note D - Earnings per Common Share

The Company accounts for earnings per share in accordance with FASB Statement No. 128, Earnings Per Share (“Statement 128”). Basic earnings per share (“EPS”) is computed by dividing net income available to common shareholders by the weighted average common shares outstanding for the period. Diluted EPS is calculated by adding to the shares outstanding the additional net effect of employee stock options that could be exercised into common shares. The computation of diluted earnings per share is as follows:

	Three months ended				~~Nine~~Six months ended
	September 30, 2004		September 30, 2003		September 30, 2004		September 30, 2003
	June 30,2005		June 30,2004		June 30,2005		June 30,2004
	(Amounts in thousands except per share data)
Basic and diluted net income	$	85,~~264~~806	$	7,~~118~~391	$	2313,~~252~~989	$	1914,~~253~~988
Basic earnings per share	$	0.4327	$	0.38	$	10.2066	$	10.1078
Diluted earnings per share	$	0.4127	$	0.3637	$	10.1664	$	10.0675
Basic weighted average shares		1921,~~428,145~~375		1819,~~913,088~~351		1921,~~353,729~~327		1719,~~512,489~~316
Effect of Employee Stock Options		587,415		689,131		618,662		673,670
Effect of employee stock options		524		623		462		633
Diluted weighted average shares		2021,~~015,560~~899		19,~~602,219~~974		1921,~~972,391~~789		1819,~~186,159~~949

Note E – Commitments and Contingencies

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 include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets.

The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments. The Company uses the same credit policies in making commitments and conditional obligations as are used for on-balance-sheet instruments.

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. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

The Company issues standby letters of credit, which are conditional commitments issued to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements and expire in decreasing amounts with terms ranging from one to four years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds various assets as collateral supporting those commitments for which collateral is deemed necessary.

expire in decreasing amounts with terms ranging from one to four years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds various assets as collateral supporting those commitments for which collateral is deemed necessary. The fair value of these standby letters of credit was $80 thousand at September 30, 2004. This amount was not recorded in the balance sheet as a liability in accordance with FIN 45 due to the immateriality of the amount.

The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, residential real estate, and income-producing commercial properties on those commitments for which collateral is deemed necessary.

The following represents the Company’s commitments to extend credit and standby letters of credit:

	For the Period Ended September 30,
	For the Period Ended June 30,
	2004		2003
	2005		2004
	(Dollars in Thousands)
Commitments to extend credit	$	~~342~~370,~~696~~492	$	~~256~~296,~~510~~104
Standby letters of credit		86,~~835~~762		58,~~413~~966

Note F - Loans

Loans are stated at the principal amounts outstanding ~~reduced~~adjusted byfor purchase premiums / discounts, deferred net loan fees and costs, and unearned income. Interest income on loans is generally recognized over the terms of the loans based on the unpaid daily principal amount outstanding. If the collectibility of interest appears doubtful, the accrual thereof is discontinued. When accrual of interest is discontinued, all current period unpaid interest is reversed. Interest income on such loans is subsequently recognized only to the extent cash payments are received, the full recovery of principal is anticipated, or after full principal has been recovered when collection of principal is in question.

A substantial portion of the Company’s loans are secured by real estate in northeast Georgia communities, primarily in Barrow, Clarke, Cobb, DeKalb, Forsyth, Fulton, Gwinnett, Newton, Rockdale, and Walton counties. In addition, a substantial portion of real estate acquired through foreclosure consists of single-family residential properties and land located in these same markets. The ultimate collectibility of a substantial portion of the Company’s loan portfolio and the recovery of a substantial portion of the carrying amount of real estate are susceptible to changes in economic and market conditions in northeast Georgia.

The Company occasionally sells the guaranteed portion of Small Business Administration (“SBA”) loans to third parties and retains the servicing rights for these loans. The Company has limited recourse related to these sales if a loan sold by the Bank defaults within 90 days of sale. The servicing asset for the sold portion of the SBA loans is included in Loans, net of unearned income. The Company repurchased ~~one~~three ~~loan~~loans ~~for~~totaling $~~240~~170 thousand in principal amount during the quarter ended June 30, ~~2004~~2005 subject to the recourse provision.

~~The~~9 Company evaluates loans for impairment when a loan is risk rated as substandard or doubtful. The Company measures impairment based upon the present value of the loan’s expected future cash flows discounted at the loan’s effective interest rate, except where foreclosure or liquidation is probable or when the primary source of repayment is provided by real estate collateral. In these circumstances, impairment is measured based upon the estimated fair value of the collateral. In addition, in certain circumstances, impairment may be based on the loan’s observable estimated fair value. Impairment with regard to substantially all of the Company’s impaired loans has been measured based on the estimated fair value of the underlying collateral. The Company’s policy for recognizing interest income on impaired loans is consistent with its nonaccrual policy. At the time the contractual payments on a loan are deemed to be uncollectible, the Company’s policy is to record a charge-off against the Allowance for Loan Losses.

Nonperforming assets include loans classified as nonaccrual or renegotiated and foreclosed real estate. It is the general policy of the Company to stop accruing interest income and place the recognition of interest on a cash basis when any commercial, industrial or commercial real estate loan is 90 days or more past due as to principal or interest and/or the ultimate collection of either is in doubt, unless collection of both principal and interest is assured by way of collateralization, guarantees or other security. Accrual of interest income on consumer loans, including residential real estate loans, is suspended when any payment of principal or interest, or both, is more than 120 days delinquent. When a loan is placed on nonaccrual status, any interest previously accrued but not collected is reversed against current income unless the collateral for the loan is sufficient to cover the accrued interest or a guarantor assures payment of interest.

The Company evaluates loans for impairment when a loan is risk rated as substandard or doubtful. The Company measures impairment based upon the present value of the loan’s expected future cash flows discounted at the loan’s effective interest rate, except where foreclosure or liquidation is probable or when the primary source of repayment is provided by real estate collateral. In these circumstances, impairment is measured based upon the estimated fair value of the collateral. In addition, in certain circumstances, impairment may be based on the loan’s observable estimated fair value. Impairment with regard to substantially all of the Company’s impaired loans has been measured based on the estimated fair value of the underlying collateral. The Company’s policy for recognizing interest income on impaired loans is consistent with its nonaccrual policy. At the time the contractual payments on a loan are deemed to be uncollectible, the Company’s policy is to record a charge-off against the Allowance for Loan Losses.

Nonperforming assets include loans classified as nonaccrual or renegotiated and foreclosed real estate. It is the policy of the Company to stop accruing interest income and place the recognition of interest on a cash basis when any commercial, industrial or commercial real estate loan is 90 days or more past due as to principal or interest and/or the ultimate collection of either is in doubt. On an exception basis the Company will continue to accrue interest on loans 90 days or more past due when collection of both principal and interest is assured by way of collateralization, guarantees or other security. Accrual of interest income on consumer loans, including residential real estate loans, is suspended when any payment of principal or interest, or both, is more than 120 days delinquent. When a loan is placed on nonaccrual status, any interest previously accrued but not collected is reversed against current income unless the collateral for the loan is sufficient to cover the accrued interest or a guarantor assures payment of interest.

The following table represents the composition of the Company’s loan portfolio:

	September 30,2004			December 31,2003			September 30, 2003
	June 30,2005			December 31,2004			June 30,2004
	(Dollars in thousands)
Loans
Commercial and industrial	$	~~129~~125,~~791~~794		$	~~118~~127,~~243~~476		$	~~120~~132,~~509~~379
Real estate construction		~~379~~447,~~468~~201			~~304~~401,~~046~~815			~~332~~348,~~972~~685
Residential mortgage		~~284~~292,~~648~~858			~~269~~288,~~358~~703			~~262~~282,~~686~~755
Real estate - other		826,434			711,209			654,262
Commercial real estate		861,872			846,945			795,114
Consumer and other		3539,~~903~~433			4136,~~650~~967			4237,~~206~~602
Total loans receivable		1,~~656~~767,~~244~~158			1,~~444~~701,~~506~~906			1,~~412~~596,~~635~~535
Less:
Purchase premium		~~1,261~~(265	)		~~981~~(527	)		(86898	)
Deferred net loan fees		(3,~~870~~629	)		(23,~~121~~390	)		~~(548~~3,119	)
Unearned income		~~(19~~13	)		~~(40~~8	)		~~(50~~23	)
Allowance for loan losses		(24,256	)		(21,152	)		(20,765	)
Loans net of unearned income		1,763,781			1,699,035			1,594,291
Loans, net	$	1,629,360		$	1,422,174		$	1,391,186
Allowance for loan losses		(25,242	)		(25,191	)		(23,119	)
Mortgage loans held for sale	$	6,932		$	5,671		$	6,490
Loans, net	$	1,738,539		$	1,673,844		$	1,571,172
Mortgage loans held for sale	$	8,633		$	4,563		$	6,221
Composition of loan portfolio as a percentage
Commercial and industrial		7.8412	%		87.1849	%		8.5329	%
Real estate construction		2225.9131	%		2123.0561	%		2321.5784	%
Residential mortgage		1716.1957	%		1816.6596	%		1817.6071	%
Real estate - other		4948.9077	%		49.2576	%		4649.3280	%
Consumer and other		2.1623	%		2.8718	%		2.9836	%
Total loans receivable		100.00	%		100.00	%		100.00	%

~~The~~At ~~Company~~June ~~increased~~30, 2005 the byCompany ~~$689~~has ~~thousand~~a ~~the~~remaining market value ofadjustment on loans that were acquired in the First Colony Bancshares, Inc. acquisition ~~as part~~ of ~~the~~$0.4 ~~purchase~~million ~~accounting adjustments,~~ which is reflected in the loan amounts above. ~~The~~This ~~Bank~~balance ~~also~~is ~~has a purchase discount booked from the acquisition of First Federal Savings Bank in 1993. These balances are~~ being amortized monthly ~~on a basis that approximates a level yield~~.

Note G - Stock Options and Long-term Compensation Plans

The Company has elected to follow Accounting Principles Board Opinion No. 25 “Accounting for Stock issued to Employees” (APB 25) and related interpretations in accounting for its employee stock options. Under APB 25, because the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized.

~~Statement~~10 of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS No.148, requires pro forma disclosures of net income and earnings per share for companies not adopting its fair value accounting method for stock-based employee compensation. The pro-forma disclosure below uses the fair value method of SFAS 123 to measure compensation expense for stock-based employee compensation plans. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing model does not necessarily provide a reliable single measure of the fair value of its employee stock options.

Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS No.148, requires pro forma disclosures of net income and earnings per share for companies not adopting its fair value accounting method for stock-based employee compensation. The pro-forma disclosure below uses the fair value method of SFAS 123 to measure compensation expense for stock-based employee compensation plans. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing model does not necessarily provide a reliable single measure of the fair value of its employee stock options.

For purposes of pro forma disclosures, the estimated fair value of the options granted is amortized to expense over the options’ vesting period. The Company’s pro forma information follows (in thousands except per share data):

	Three months ended						~~Nine~~Six months ended
	September 30,2004			September 30,2003			September 30,2004			September 30, 2003
	June 30,2005			June 30,2004			June 30,2005			June 30,2004
Net income	$	85,~~264~~806		$	7,~~118~~391		$	2313,~~252~~989		$	1914,~~253~~988
Earnings per share - Basic		0.4327			0.38			10.2066			10.1078
Earnings per share - Diluted		0.4127			0.3637			10.1664			10.0675
Compensation cost - Fair Value		~~135~~359			~~240~~166			~~452~~630			~~719~~317
Less: Tax Effect		(46122	)		(8256	)		(~~154~~214	)		(~~244~~108	)
Net compensation costs - Fair Value		89237			~~158~~110			~~298~~416			~~475~~209
Net Income, Pro-forma		85,~~175~~569			67,~~960~~281			2213,~~954~~573			1814,~~778~~779
Earnings per share - Basic		0.42			0.37			1.19			1.07
Pro-forma earnings per share - Basic		0.26			0.38			0.64			0.77
Earnings per share - Diluted		0.41			0.36			1.15			1.03
Pro-forma earnings per share - Diluted		0.25			0.37			0.62			0.74

Note H – Goodwill and Other Intangible Assets

The adoption of Statement of Financial Accounting Standards No. 142 (“SFAS 142”) resulted in the Company no longer amortizing goodwill. Prior to 2002, goodwill was amortized over periods ranging from 10 to 15 years. The Company tests goodwill and intangible assets for impairment annually. Goodwill is assigned to each individual acquisition on a stand alone basis. The fair value of each reporting unit was estimated using the expected present value of future cash flows. The adoption of SFAS 142 had no material impact on the financial condition or operating results of the Company.

Intangible assets related to capital lease rights are being amortized over the term of the related lease using the straight-line method. Core deposit intangible assets are amortized over a period of 5 to 20 years. All other intangible assets are being amortized over a 15 year period using the straight-line method.

The Company recognized amortization expense on intangible assets for the ~~nine~~three month periods ending ~~September~~June 30, ~~2004~~2005 and ~~2003~~2004 of $~~384~~130,~~992~~764 and $~~257~~121,~~698~~758, respectively.

Goodwill and other intangible assets at ~~September~~ June 30, ~~2004~~2005 and ~~2003~~2004 are as follows:

	September 30,
	June 30,
	2004			2003
	2005			2004
	(Dollars in thousands)
Goodwill	$	9998,~~400~~620		$	9399,~~292~~400
Intangible assets
Core deposit intangibles		31,~~221~~876			3,221
Existing expirations		2,812			310
Customer intangibles		2,663			2,862
Covanents not to compete		355			259
Covenants not to compete		278			377
Lease rights		248			248
		106,036			97,330
Total goodwill and intangible assets		103,685			106,108
Accumulated amortization		(21,~~644~~450	)		(2,~~410~~593	)
Net goodwill and intangible assets	$	~~103~~102,~~392~~235		$	94103,~~920~~515

Selected Financial Data

The following table sets forth selected unaudited financial data as of and for the three and six month periods ending June 30, 2005 and 2004. This data should be read in conjunction with the consolidated financial statements and the notes thereto and the information contained in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The selected historical financial data as of and for the three and six month periods ended June 30, 2005 and 2004 are derived from our unaudited financial statements and related notes. In the opinion of our management, this information reflects all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of this data as of those dates and for those periods. Results for the three and six month periods ended June 30, 2005, are not necessarily indicative of results on an annualized basis or for any future period.


	Three months ended June 30,						Six months ended June 30,
	2005			2004			2005			2004
	(unaudited)
	(in thousands except per share data)
RESULTS OF OPERATIONS
Net interest income	$	22,980		$	20,219		$	44,591		$	40,146
Net interest income (tax equivalent)		23,155			20,488			44,941			40,693
Provision for loan losses		4,050			1,310			6,258			2,871
Non-interest income		7,939			7,419			16,027			15,259
Non-interest expense		17,478			16,134			33,143			31,714
Net income		5,806			7,391			13,989			14,988
SELECTED AVERAGE BALANCES
Loans, net of unearned income	$	1,759,766		$	1,551,258		$	1,745,507		$	1,511,065
Investment securities		309,483			282,850			313,092			271,852
Earning assets		2,100,824			1,864,339			2,095,695			1,817,360
Total assets		2,357,624			2,096,734			2,346,402			2,043,147
Deposits		1,722,226			1,547,739			1,715,938			1,506,394
Shareholders’ equity		284,355			215,051			282,549			212,461
PERIOD-END BALANCES
Loans, net of unearned income	$	1,763,781		$	1,594,291		$	1,763,781		$	1,594,291
Earning assets		2,117,883			1,910,775			2,117,883			1,910,775
Total assets		2,371,423			2,147,165			2,371,423			2,147,165
Deposits		1,677,850			1,566,290			1,677,850			1,566,290
Long-term obligations *		254,850			217,885			254,850			217,885
Shareholders’ equity		287,483			211,967			287,483			211,967
PER COMMON SHARE
Earnings per share - Basic	$	0.27		$	0.38		$	0.66		$	0.78
Earning per share - Diluted	$	0.27		$	0.37		$	0.64		$	0.75
Book value per share at end of period	$	13.42		$	10.94		$	13.16		$	10.94
End of period shares outstanding		21,416			19,381			21,416			19,381
Weighted average shares outstanding
Basic		21,375			19,351			21,327			19,316
Diluted		21,899			19,974			21,789			19,949
STOCK PERFORMANCE
Market Price:
Closing	$	25.46		$	28.10		$	25.46		$	28.10
High		26.46			28.82			35.34			28.82
Low		22.58			25.62			22.58			24.90
Trading volume		3,824			2,010			8,065			3,714
Cash dividends per share	$	0.153		$	0.135		$	0.305		$	0.270
Dividend payout ratio		57.52	%		36.48	%		47.64	%		35.94	%
Price to trailing twelve months earnings		17.8			18.8			17.8			18.8
Price to book value		1.90			2.57			1.90			2.57
PERFORMANCE RATIOS
Return on average assets		0.99	%		1.41	%		1.19	%		1.47	%
Return on average equity		8.17	%		13.75	%		9.90	%		14.11	%
Average loans as percentage of average deposits		102.18	%		100.23	%		101.72	%		100.31	%
Net interest margin (tax equivalent)		4.42	%		4.41	%		4.32	%		4.50	%
Average equity to average assets		12.06	%		10.26	%		12.04	%		10.40	%
Efficiency ratio		56.26	%		58.38	%		54.41	%		57.24	%

*	Long-term obligations include Federal Home Loan Bank advances and junior subordinated debentures.

ITEM 2.

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

The following is management’s discussion and analysis of certain significant factors which have affected the Company’s financial position at ~~September~~ June 30, ~~2004~~2005 as compared to December 31, ~~2003~~2004 and operating results for the three and ~~nine~~six month periods ended ~~September~~June 30, ~~2004~~2005 as compared to the three and ~~nine~~six month periods ended ~~September~~June 30, ~~2003~~2004. These comments should be read in conjunction with the Company’s unaudited consolidated financial statements and accompanying notes appearing elsewhere herein.

Overview

The Company’s total assets increased $~~286~~44.69 million or 141.5493% since December ~~2003~~2004. Federal funds sold decreased $735.45 million primarily due to an increase in loan demand. Loans increased 143.5781% or $~~210~~64.37 million since December ~~2003~~2004, while the investment portfolio ~~increased~~decreased $3511.45 million. ~~Goodwill~~Total ~~and~~deposits ~~intangible~~decreased ~~assets increased~~ by ~~$7.~~1 ~~million, as a result of the BMIA acquisition~~. ~~Total deposits increased by 11.79~~89% or $~~171~~32.94 million due primarily to anthe ~~ongoing~~maturity ~~deposit campaign, use~~ of brokered and national deposits~~, and seasonal increase in government deposits~~.

Return on average equity for the three and ~~nine~~ six months ended ~~September~~June 30, 2004 was 158.1617% and 149.5690% on average equity of $~~218~~284.14 million and $~~214~~282.95 million, respectively. This compares to 1513.0275% and 1614.2011% on average equity of $~~189~~215.61 million and $~~159~~212.25 million for the same ~~periods~~period in ~~2003~~2004. Return on average assets for the three and ~~nine~~six months ended ~~September~~June 30, ~~2004~~ 2005 was 10.5299% and 1.5119%. This compares to 1.5241% and 1.5947% for the same ~~periods~~period in ~~2003~~2004.

~~During~~Summary the second quarter of 2004, the Company completed its conversion to a new operating system platform. The conversion replaced a number of different independent systems with one fully integrated processing platform. This was done to improve reporting and processing efficiencies. Preparation for the system conversion has been ongoing for the past two years. During that time the Company has capitalized most of the cost associated with the conversion into premises and equipment on our balance sheet. Other related items were expensed as they were incurred and will not be capitalized. It was also necessary for the Company to write-off the remaining book balance of software and hardware systems that were no longer necessary due to the conversion. Fixed assets increased $2.7 million in 2004 due to the conversion to the new system.

~~The~~During ~~Company eliminated 38 staff positions on June 10, 2004. The Company eliminated these 38 positions mainly due to recent acquisitions and anticipated efficiencies made available through~~ the ~~core~~first ~~system~~six ~~conversion~~months ~~and~~of ~~other~~2005 ~~productivity~~there ~~initiatives~~have ~~implemented~~been ~~during~~several ~~the~~events ~~quarter.~~that ~~The~~occurred ~~Bank~~that ~~also~~had ~~reorganized~~an ~~other~~impact ~~positions~~on ~~within~~ the ~~Company~~financial inperformance ~~order to improve efficiencies. All affected employees were paid through June 30, 2004 including the payment~~ of ~~severance packages and accrued benefits. The effect of~~ the ~~elimination of 38 positions and subsequent payouts increased compensation expense for the second quarter by $332,000.~~ Company:

~~From~~Elevated ~~time~~charge-offs toin ~~time,~~a ~~the~~problem loan portfolio - The Company ~~sells~~performed ~~the~~a ~~guaranteed~~comprehensive ~~portion~~review of ~~SBA~~a ~~loans~~problem ~~to third~~loan ~~parties.~~portfolio ~~During~~originated ~~the~~by ~~third~~a ~~quarter~~former oflending ~~2004,~~officer. ~~the~~This ~~Company~~problem ~~sold~~portfolio ~~SBA~~was ~~loans~~first ~~totaling~~identified ~~$15~~and announced in November 2004.35 ~~million~~With ~~and~~the ~~recognized~~assistance of a ~~gain~~nationally onrecognized auditing and consulting firm, the ~~sale~~Company ofconducted ~~these~~a ~~SBA~~review ~~loans~~and ofhas identified $14.260 million. ~~For~~in ~~the~~charge-offs ~~nine~~in ~~month period,~~ the ~~Company~~problem ~~has~~portfolio ~~recognized~~that awere ~~gain~~charged-off ofin ~~$2.10~~the ~~million on~~first ~~the~~and ~~sale~~second quarter of ~~SBA loans~~2005.

AsWrite-off ~~part~~ of ~~normal~~assets ~~business processes,~~- ~~the~~The Company ~~will,~~combined ~~from~~the ~~time~~operations toof its ~~time,~~loan ~~sell~~settlement ~~investment~~services ~~securities~~subsidiary, ~~available~~Piedmont ~~for~~Settlement ~~sale~~Services, ~~and~~including ~~recognize~~ the ~~associated~~staff ~~gain~~and orsystems, ~~loss~~into asthe ~~part~~Bank ofto ~~non-interest~~aid ~~income.~~in ~~During~~ the ~~third~~centralization ~~quarter,~~of ~~the~~consumer ~~Company~~loan ~~sold~~document ~~investment~~preparation ~~securities~~and ~~available~~to ~~for sale~~improve ~~totaling~~corporate ~~$26~~efficiency.3 ~~million~~The ~~and~~associated ~~recognized~~assets ain this ~~gain~~subsidiary onwere ~~the~~written ~~sale~~off ofin ~~these~~the ~~securities~~second ~~of $317,486~~quarter. The ~~weighted~~Company ~~average~~recognized ~~coupon~~a ~~rate~~loss onof ~~the securities sold was 5~~$0.~~197%.~~4 ~~For~~million ~~the~~during ~~nine month period,~~ the ~~Company~~second ~~has~~quarter ~~recognized a gain on the sale~~ of ~~securities of $1~~2005.2 ~~million.~~

The Company’s ~~acquired~~first ~~BMIA on January 2, 2004. During the third~~ quarter ofresults ~~2004,~~were ~~the~~also ~~business~~impacted ~~generated~~ by ~~BMIA~~a ~~increased insurance agency income by~~ $10.15 million ~~over~~loss ~~the~~for ~~corresponding period in 2003. For~~ the ~~first~~replacement ~~nine months~~ of ~~2004,~~a ~~insurance~~banking ~~agency~~center ~~income~~in ~~has~~Conyers, ~~increased $3~~Georgia.2 ~~million~~This center ~~over~~was ~~the corresponding~~demolished ~~period~~to inprovide ~~2003,~~for ~~primarily~~the asopening of a ~~result~~newly ofconstructed ~~the~~full-service ~~BMIA~~banking ~~acquisition~~center.

~~The~~Additional ~~nine~~income ~~month~~tax ~~results~~expenses in– ~~2003~~Based ~~include~~upon ~~the~~an ~~effect~~analysis of ~~the~~its ~~First~~income ~~Colony~~tax ~~acquisition~~position, ~~for~~the ~~only~~Company’s ~~the~~income ~~four~~tax ~~months~~expense ~~following~~includes ~~the~~an additional ~~completion~~income tax provision of ~~the~~$0.6 ~~acquisition~~million in ~~May~~the ~~2003~~second quarter. The Company expects its effective tax rate to be approximately 31% for the remainder of 2005.

~~During~~Sale ~~2004~~of ~~the~~504 ~~Company~~SBA ~~plans~~loans—Income ~~many~~from ~~facility~~SBA ~~changes.~~lending ~~The~~was ~~Company~~higher ~~moved~~than ~~into new~~normal ~~prototype~~due ~~banking~~to ~~facilities~~the insale ~~Roswell~~of ~~and~~$10.2 ~~Winder,~~million ~~Georgia~~in loans ~~and~~from ~~plans~~the toSBA ~~move~~504 ~~into~~program. aLoans ~~third~~originated ~~prototype~~under ~~banking~~this ~~facility~~program inare ~~Conyers,~~initially ~~Georgia~~retained ~~during~~by the ~~fourth quarter. The~~ Company ~~also~~and ~~has~~are ~~plans~~periodically tosold ~~open a new facility~~ in ~~the~~bulk ~~Midtown~~after ~~section~~certain ~~of Atlanta,~~seasoning ~~Georgia~~requirements. ~~and~~The ~~close~~Company anrecognized ~~existing~~a ~~facility~~net ingain ~~Lilburn,~~on ~~Georgia~~this ~~during~~sale ~~the~~of ~~fourth quarter~~$0.5 million.

High Performance Checking campaign - The Company’s free consumer checking program, High Performance Checking, was launched in late March 2005 and is enhancing growth in checking balances and fee income. During 2005, the Company continued to emphasize low cost core deposits through its High Performance Checking program.

Increased professional services expense – The Company has incurred $0.4 million in additional professional services expense related to accounting and consultant services. These services were necessary to complete the review of the problem loan portfolio, income tax review, and to remediate material weaknesses identified during the Company’s assessment of compliance with the requirements of internal control reporting and Sarbanes-Oxley Section 404.

Purchase of additional BOLI – During the first quarter of 2005 the Company purchased $15.0 million in additional Bank Owned Life Insurance. It is estimated that this transaction will generate an additional $0.6 million in revenue in 2005 that will be used to fund employee benefit programs.

~~Selected~~Results ~~Financial~~of ~~Data~~Operations for the Three Months Ended June 30, 2005 and 2004

The following table sets forth unaudited selected financial data as of and for the three and nine month periods ending September 30, 2004 and 2003. This data should be read in conjunction with the consolidated financial statements and the notes thereto and the information contained in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The acquisition of First Colony Bancshares, Inc. on May 22, 2003 has significantly affected the comparability of Selected Financial Data for the nine month period. Specifically, since this acquisition was accounted for using the purchase method, the assets were recorded at their fair values and the excess purchase price over the net fair value of the assets was recorded as goodwill and intangibles and the results of operations for this business have been included in the Company’s results since the date this acquisition was completed in May 2003. Discussions of this acquisition can be found in Note B – Acquisitions in the Notes to Consolidated Financial Statements of this Report on Form 10-Q. The selected historical financial data as of and for the three and nine month periods ended September 30, 2004 and 2003 are derived from our unaudited financial statements and related notes. In the opinion of our management, this information reflects all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of this data as of those dates and for those periods. Results for the three-month and nine-month periods ended September 30, 2004, are not necessarily indicative of results on an annualized basis or for any future period.

	Three months ended September 30,						Nine months ended September 30,
	2004			2003			2004			2003
	(Unaudited)
	(in thousdands except per share data)
RESULTS OF OPERATIONS
Net interest income	$	20,833		$	18,765		$	60,979		$	52,029
Net interest income (tax equivalent)		21,077			19,036			61,769			52,874
Provision for loan losses		1,603			1,145			4,474			3,994
Non-interest income		7,822			6,536			23,080			17,447
Non-interest expense		15,494			14,368			47,207			38,306
Net income		8,264			7,118			23,252			19,253
SELECTED AVERAGE BALANCES
Loans, net of unearned income	$	1,620,436		$	1,389,998		$	1,547,700		$	1,204,568
Investment securities		288,443			249,175			277,423			241,351
Earning Assets		1,940,675			1,660,522			1,862,913			1,467,296
Total assets		2,176,797			1,869,759			2,089,597			1,623,571
Deposits		1,584,819			1,423,029			1,532,726			1,267,826
Shareholders’ equity		218,058			189,592			214,903			159,203
PERIOD-END BALANCES
Loans, net of unearned income	$	1,653,616		$	1,411,951		$	1,653,616		$	1,411,951
Earning Assets		2,003,706			1,700,691			2,003,706			1,700,691
Total assets		2,258,393			1,911,118			2,258,393			1,911,118
Deposits		1,630,286			1,437,641			1,630,286			1,437,641
Long-term obligations *		277,751			209,739			277,751			209,739
Shareholders’ equity		222,322			194,066			222,322			194,066
PER COMMON SHARE
Earnings per share - Basic	$	0.43		$	0.38		$	1.20		$	1.10
Earning per share - Diluted	$	0.41		$	0.36		$	1.16		$	1.06
Book value per share at end of period	$	10.94		$	10.25		$	10.94		$	10.25
End of period shares outstanding		20,021,823			18,933,178			20,021,823			18,933,178
Weighted average shares outstanding
Basic		19,428,145			18,913,088			19,353,729			17,512,489
Diluted		20,015,560			19,602,219			19,972,391			18,186,159
STOCK PERFORMANCE
Market Price:
Closing	$	30.60		$	25.02		$	30.60		$	25.02
High		30.60			26.00			30.60			26.00
Low		26.46			23.37			24.90			18.45
Trading volume		1,755,400			1,022,400			5,469,100			3,529,200
Cash dividends per share	$	0.135		$	0.120		$	0.405		$	0.360
Dividend payout ratio		32.70	%		33.05	%		34.79	%		34.01	%
Price to earnings		18.63			17.37			19.68			17.68
Price to book value		2.76			2.44			2.80			2.44
PERFORMANCE RATIOS
Return on average assets		1.52	%		1.52	%		1.51	%		1.59	%
Return on average equity		15.16	%		15.02	%		14.56	%		16.20	%
Average loans as percentage of average deposits		102.25	%		97.68	%		100.31	%		95.00	%
Net interest margin (tax equivalent)		4.32	%		4.55	%		4.43	%		4.82	%
Average equity to average assets		10.02	%		10.14	%		10.28	%		9.81	%
Efficiency ratio		54.07	%		56.79	%		56.16	%		55.14	%

* Long-term obligations include Federal Home Loan Bank advances and junior subordinated debentures.

Results of Operations for the Three Months Ended September 30, 2004 and 2003

Interest Income

Interest income for the three months ended ~~September~~June 30, ~~2004~~2005 was $2935.9 5 million, an increase of $37.60 million, or 1324.6956% compared to $2628.35 million for the same period in ~~2003~~2004. Interest on federal funds sold decreased due to the Company’s decision to use the funds to ~~fund~~support loan growth. Average earning assets for the ~~three~~ three month period increased $0.2 billion, or 1110.7653% to $12.91 billion as of ~~September~~June 30, ~~2004~~2005 compared to $1.79 billion as of ~~September~~June 30, ~~2003~~2004. Yield on ~~average~~ earning assets ~~decreased~~increased 2366 basis points to 6.1280% from 6.3514% ~~for~~between the quarters ended ~~September~~ June 30, ~~2004~~2005 and ~~2003~~2004, ~~respectively~~ as a result of arising ~~shift~~interest inrates ~~the~~and ~~Company’s~~asset ~~loan~~pricing ~~mix from short-term fixed rate loans to variable rate loans of like maturity~~discipline.

Interest Expense

Interest expense on deposits and other borrowings for the three months ended ~~September~~June 30, ~~2004~~2005 was $912.05 million, representing a $14.5 2 million, or 1950.5360% increase from ~~September~~June 30, ~~2003~~2004. While average interest bearing liabilities increased $0.2 billion, or 1110.7653% to $12.9 1 billion for the three months ended ~~September~~June 30, ~~2004~~2005 compared to $1.79 billion for the three months ended ~~September~~ June 30, ~~2003~~2004, the ~~yield~~rate on average interest bearing liabilities increased 465 basis points to 12.8442% for the second quarter of 2005 from 1.8077% asfor ofthe second ~~September~~quarter ~~30,~~of 2004 ~~and 2003, respectively~~. The increase is due to rising interest rates, competition in the Atlanta market for deposits, the increased cost of wholesale funding ~~loan growth~~ through brokered certificates of deposits, Federal Home Loan Bank advances and ~~Federal~~ federal funds purchased.

Net Interest Income

Net interest income for the three months ended ~~September~~June 30, ~~2004~~2005 increased $2.08 million, or 1013.6486% to $2023.80 million compared to $1820.82 million for the same period ending ~~September~~June 30, ~~2003~~2004. The increase was mainly attributable to growth in balances, improved asset pricing, and wider spreads on core deposit funding. The Company’s net interest margin ~~decreased~~increased to 4.3242% for the three months ended ~~September~~June 30, ~~2004~~2005 compared to 4.5541% asfor ofthe ~~September~~three months ended June 30, ~~2003~~2004.

Provision for Loan Losses

The provision for loan losses was $14.61 million for the three months ended ~~September~~June 30, ~~2004~~2005 as compared to $1.13 million for the three months ended ~~September~~June 30, ~~2003~~ 2004. The increase was due to ~~loan~~identification ~~growth~~of asadditional ~~many~~impairment of ~~the~~a ~~asset~~former ~~indicators~~loan ~~used~~officer’s toportfolio ~~determine~~and ~~the~~was ~~adequacy~~also ofimpacted ~~the~~by new loan ~~loss~~growth. ~~reserve~~The ~~have~~Credit ~~continued~~Committee continues to ~~improve~~monitor ~~since~~asset ~~December~~indicators to determine the adequacy of ~~2003~~the loan loss reserve. These factors include changes in the size and character of the loan portfolio, changes in nonperforming and past due loans, historical loan loss experience, the existing risk of individual loans, concentrations of loans to specific borrowers or industries and current economic ~~conditions.~~ ~~Management believes that the overall real estate market~~ conditions ~~in metropolitan Atlanta appear to be stable to improving and the national economy improved during the most recent quarter~~. Management believes that the ~~present~~ allowance for loan losses was adequate at ~~September~~June 30, ~~2004~~2005.

Non-interest Income

Non-interest income was $87.29 million for the three months ended ~~September~~June 30, ~~2004~~2005; an increase of $10.75 million, or 266.1576% compared to $67.54 million for the three months ended ~~September~~June 30, ~~2003~~2004. The major ~~components~~component of the increase ~~were insurance~~was ~~agency~~ income, ~~gain on sales of investment securities and income~~ from the sale of SBA loans. Insurance agency income increased $1.3 million, or 108.33% to $2.5 million from $1.2 million for the three months ended September 30, 2004 and 2003, respectively, due primarily to the acquisition of BMIA in January of 2004. The income from the sale of SBA loans increased $01.91 million, or ~~225~~275.00% to $1.35 million from $0.4 million for the three months ended ~~September~~ June 30, ~~2004~~2005 and ~~2003~~2004, respectively. AGains ~~gain~~ on ~~sales~~the sale of ~~investment~~ securities ofdeclined by $~~317,486~~0.5 ~~was~~million ~~recognized~~during ~~for~~ the three months ~~ended~~ending ~~September~~June 30, ~~2004,~~2005 compared to ~~$301,000 for~~ the ~~three~~same ~~month~~ period ~~ended~~in ~~September 30, 2003~~2004.

Non-interest Expense

Non-interest expense increased $1.54 million or 108.4270% to $1517.95 million from $1416.41 million for the three months ended ~~September~~June 30, ~~2004~~2005 and ~~2003~~2004, respectively. Salaries were $8.06 million, an increase of $10.29 million, or 1711.6569% from the three months ended ~~September~~June 30, ~~2003~~2004. The Company’s full-time equivalent employees declined by 45 to 508 as of June 30, 2005 from 553 as of June 30, 2004. The Company’s efficiency ratio was 5456.0726% for the three months ended ~~September~~June 30, ~~2004~~2005 compared to 5658.7938% for the three months ended ~~September~~June 30, ~~2003~~2004.

Income Taxes

1514

Results of Operations for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2004~~2005 and ~~2003~~2004

Interest Income

Interest income for the ~~nine~~six months ended ~~September~~June 30, ~~2004~~2005 was $8668.0 4 million, an increase of $1412.02 million, or 1921.4471% compared to $7256.02 million for the same period in ~~2003. The increase is mainly attributable to the acquisition of First Colony and net loan growth of $241.7 million from September 30, 2003 to September 30,~~ 2004. Interest on federal funds sold decreased due to the Company’s decision to ~~make~~use ~~additional~~the ~~loans~~funds atto ~~higher~~support ~~yields~~loan ~~than federal funds~~growth. Average earning assets for the ~~nine~~six month period ending June 30, 2005 increased $0.42 billion, or 10.53% to $12.91 billion ~~as of September 30, 2004~~ compared to $1.59 billion asfor ofthe ~~September~~six month period ending June 30, ~~2003~~2004. Yield on average earning assets ~~decreased~~increased 4741 basis points to 6.1762% from 6.6421% ~~for~~between the ~~nine~~six ~~months~~month periods ended ~~September~~June 30, ~~2004~~2005 and ~~2003~~2004, ~~respectively~~ as a result of arising ~~shift~~interest inrates ~~the Company’s~~and ~~loan~~asset ~~mix~~pricing ~~from short-term fixed rate loans to variable rate loans of like maturity~~discipline.

Interest Expense

Interest expense on deposits and other borrowings for the ~~nine~~six months ended ~~September~~June 30, ~~2004~~2005 was $2523.08 million, a $57.08 million, or 2548.0075% increase from ~~September~~ June 30, ~~2003~~2004. ~~The increase is mainly attributable to the acquisition of First Colony in May 2003 and organic deposit growth.~~ While average interest bearing liabilities increased $0.42 billion, or 10.53% to $12.91 billion for the ~~nine~~six months ended ~~September~~ June 30, ~~2004~~2005 compared to $1.59 billion for the ~~nine~~six months ended ~~September~~June 30, ~~2003~~2004, the ~~yield~~cost onof average interest bearing liabilities ~~decreased~~increased 557 basis points to 12.7934% from 1.8477%. asThe ofincrease ~~September~~is ~~30,~~due ~~2004~~to ~~and~~rising ~~2003~~interest rates, ~~respectively.~~competition ~~The~~in ~~increase~~the isAtlanta ~~due~~market to for deposits, and the increased cost of wholesale funding ~~loan growth~~ through brokered certificates of deposits, Federal Home Loan Bank advances and ~~Federal~~federal funds purchased.

Net Interest Income

Net interest income for the ~~nine~~ six months ended ~~September~~June 30, ~~2004~~2005 increased $94.05 million, or 1711.3122% to $6144.06 million, compared to $5240.01 million for the same period ending ~~September~~June 30, ~~2003~~2004. The increase was mainly attributable to growth in ~~the loan portfolio~~balances, ~~both~~improved ~~from~~asset ~~the~~pricing ~~First~~and ~~Colony~~wider ~~acquisition~~spreads on incore ~~May~~deposit ~~2003 and from organic growth~~funding. The Company’s net interest margin decreased to 4.4332% for the ~~nine~~ six months ended ~~September~~June 30, ~~2004~~2005 compared to 4.8250% as of ~~September~~June 30, ~~2003~~2004.

Provision for Loan Losses

The provision for loan losses was $46.53 million for the ~~nine~~six months ended ~~September~~June 30, ~~2004~~2005 as compared to $42.09 million for the ~~nine~~six months ended ~~September~~June 30, ~~2003~~2004. The increase was due to ~~loan~~identification ~~growth~~of asadditional ~~many~~impairment of ~~the asset~~a ~~factors~~former ~~used~~loan toofficer’s ~~determine~~portfolio ~~this provision~~ and ~~the~~was ~~adequacy~~also ofimpacted ~~the~~by new loan ~~loss~~growth. ~~reserve~~The ~~have~~Credit ~~continued~~Committee continues to ~~improve~~monitor ~~since~~asset ~~December~~indicators to determine the adequacy of ~~2003~~the loan loss reserve. These factors include changes in the size and character of the loan portfolio, changes in nonperforming and past due loans, historical loan loss experience, the existing risk of individual loans, concentrations of loans to specific borrowers or industries and current economic conditions. Management believes that ~~overall real estate market conditions in metropolitan Atlanta appear to be stable to improving and~~ the ~~national economy improved during the third quarter of 2004. Management believes that the present~~ allowance for loan losses was adequate at ~~September~~June 30, ~~2004~~2005.

Non-interest Income

Non-interest income was $2416.20 million for the ~~nine~~six months ended ~~September~~ June 30, ~~2004~~2005; an increase of $60.87 million, or 394.0858% compared to $1715.43 million for the ~~nine~~ six months ended ~~September~~June 30, ~~2003~~2004. The major components of the increase were insurance agency income, ~~gain on sales of investment securities~~ and income from the sale of SBA loans. Insurance agency income increased $40.14 million, or ~~113~~7.8984% to $75.75 million from $35.61 million for the ~~nine~~six months ended June ~~September~~ 30, ~~2004~~2005 and ~~2003~~2004, respectively ~~due primarily to the acquisition of BMIA in January 2004~~. ~~Income~~The ~~from bank~~income ~~owned life insurance increased $0.2 million, or 11.76% to $1.9 million~~ from ~~$1.7 million for~~ the ~~nine months ended September 30, 2004 and 2003, respectively. Income from the~~ sale of SBA loans increased $01.85 million, or 61166.5467% to $2.14 million from $10.39 million for the ~~nine~~six months ended ~~September~~June 30, ~~2004~~2005 and ~~2003~~2004, respectively. AGains ~~gain~~ on ~~sales~~the sale of ~~investment~~ securities ofdeclined by $10.26 million ~~was~~during ~~recognized for~~ the ~~nine~~six months ~~ended~~ending ~~September~~June 30, ~~2004,~~2005 compared to ~~$0.6 million for~~ the ~~nine~~same ~~month~~ period ~~ended~~in ~~September 30, 2003~~2004.

Non-interest Expense

Non-interest expense increased $81.94 million or 264.3742% to $4833.41 million from $3831.37 million for the ~~nine~~six months ended ~~September~~June 30, ~~2004~~2005 and ~~2003~~2004, respectively. ~~The increase was largely attributable to the acquisition of First Colony in May 2003 and the additional expenses associated with the elimination~~ ~~of 38 positions in June of 2004.~~ Salaries were $2316.75 million, an increase of $50.18 million, or 275.4210% from the ~~nine~~six months ended ~~September~~June 30, ~~2003~~2004. The Company’s efficiency ratio was 5654.1641% for the ~~nine~~six months ended ~~September~~June 30, ~~2004~~2005 compared to 5557.1424% for the ~~nine~~six months ended ~~September~~June 30, ~~2003~~ 2004.

Income Taxes

The amount of income tax expense is influenced by the amount of taxable income, the amount of tax-exempt income, and the amount of ~~other~~ nondeductible ~~amortization~~ expenses. For the ~~nine~~six months ended ~~September~~June 30, 2005 and 2004, the provision for taxes was $97.~~1 million, an increase of $1.~~2 million ~~from~~and ~~the~~ $75.98 million, ~~provided for in the same period in 2003~~respectively. The effective tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2004~~2005 was 2834.1907% compared to 2928.1501% for the same period in ~~2003~~2004. ~~The~~This effective ~~tax~~ rate ~~for~~increase ~~the nine months ending September 30, 2004~~ is ~~lower~~due ~~than~~to ~~for~~changes ~~the same period~~ in ~~2003~~the ~~due~~level toof a tax-advantaged ~~refund~~loans ~~received in~~and ~~2004~~investments ~~that~~and ~~has~~is ~~been~~impacted ~~credited~~by ~~against~~federal ~~the~~and ~~income~~state tax ~~expense~~planning ~~for 2004~~strategies.

Capital

Capital management consists of providing equity to support both current and anticipated future operations. The Company is subject to capital adequacy requirements imposed by the Federal Reserve Board and the Georgia Department of Banking and Finance (“Georgia Department”) and the Bank is subject to capital adequacy requirements imposed by the FDIC and the Georgia Department ~~of Banking and Finance~~.

The Federal Reserve Board, the FDIC, and the Georgia ~~department~~Department have adopted risk-based capital requirements for assessing bank holding company and bank capital adequacy. These standards define and establish minimum capital requirements in relation to assets and off-balance sheet exposure, adjusted for credit risk. The risk-based capital standards currently in effect are designed to make regulatory capital requirements more sensitive to differences in risk profiles among bank holding companies and banks, and to account for off-balance sheet exposure.

The guideline for a minimum ratio of capital to total risk-weighted assets (including certain off- balance-sheet activities, such as standby letters of credit) is 8%. At least half of the total capital must consist of Tier 1 Capital, which includes common equity, retained earnings and a limited amount of qualifying preferred stock and qualifying trust preferred securities, less goodwill. The remainder may consist of non-qualifying preferred stock, qualifying subordinated, perpetual, and/or mandatory convertible debt, term subordinated debt and intermediate term preferred stock and up to 45% of the pretax unrealized holding gains on available-for-sale equity securities with readily determinable market values that are prudently valued, and a limited amount of any loan loss allowance (“Tier 2 Capital” and, together with Tier 1 Capital, “Total Capital”).

In addition, the federal agencies have established minimum leverage ratio guidelines for bank holding companies and state banks, which provide for a minimum leverage ratio of Tier 1 Capital to adjusted average quarterly assets (“leverage ratio”) equal to 3%, plus an additional cushion of 1.0% to 2.0%, if the institution has less than the highest regulatory rating. The guidelines also provide that institutions experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Higher capital may be required in individual cases, depending upon a bank holding company’s risk profile. All bank holding companies and banks are expected to hold capital commensurate with the level and nature of their risks, including the volume and severity of their problem loans. Lastly, the Federal Reserve’s guidelines indicate that the Federal Reserve will continue to consider a “Tangible Tier 1 Leverage Ratio” (deducting all intangibles) in evaluating proposals for expansion or new activity.

The capital measures used by the federal banking regulators are the Total Capital ratio, the Tier 1 Capital ratio, and the leverage ratio. Under the regulations, a bank holding company or a bank will be ~~(i)~~ well capitalized if it has a Total Capital ratio of 10% or greater, a Tier 1 Capital ratio of 6% or greater, a leverage ratio of 5% or greater, and is not subject to any written agreement, order, capital directive, or prompt corrective action directive by a federal bank regulatory agency to meet and maintain a specific capital level for any capital measure.

The Georgia Department has adopted generally the same definitions for capital adequacy as the Federal Reserve and the FDIC. Under Georgia Department policies, Georgia state banks must maintain not less than 4.5% Tier 1 capital, and generally most institutions will require at least 5.5% Tier 1 capital. Additional capital may be required based on the Georgia Department’s consideration of the quality, type and diversification of assets, current and historical earnings, provisions for liquidity with particular emphasis on asset/liability mismatches and sensitivity to market risks in the asset portfolios, the quality of management, and the existence of other activities that may expose the institution to risk, including the degree of leverage and risk undertaken by any parent company or affiliates. Further, the Georgia Department’s policies generally require that Georgia bank holding companies maintain a Tier 1 capital ratio of 4.0%, although higher ratios are required for holding companies experiencing or anticipating higher growth, and for those companies with significant financial or operational weaknesses, or higher risk profiles.

The Federal Reserve, the FDIC and the Georgia Department have not advised the Company or the Bank of any specific minimum capital ratios applicable to them.

1716

At ~~September~~June 30, ~~2004~~2005, the Company and the Bank were well capitalized for regulatory purposes. The ~~following~~ following table provides a comparison of the Company’s and the Bank’s leverage and risk-weighted capital ratios as of ~~September~~June 30, ~~2004~~2005 to the minimum and well-capitalized regulatory standards:

	Company		Bank		MinimumRequired		~~Well Capitalized~~WellCapitalized
Leverage ratio	810.0160	%	710.7505	%	4.00	%*	5.00	%
Risk based capital ratios:
Tier 1 risk based capital	812.9036	%	911.0585	%	4.00	%*	6.00	%
Total risk-based capital	1013.7261	%	1013.3106	%	8.00	%	10.00	%

*	4.5% to 5.5% for Georgia Department purposes

~~In December 2003, the Board of Directors approved the filing of a $100.0 million universal shelf registration statement. The Company’s registration statement on Form S~~Non-3Performing ~~became~~Assets effective on January 15, 2004. On October 1, 2004, the Company announced its plans to offer for sale in an underwritten public offering approximately $50 million of its common stock within the next 90 days pursuant to its effective universal shelf registration statement in order to provide capital to support anticipated future growth.

Nonperforming assets include loans classified as non-accrual or renegotiated and foreclosed real estate. It is the general policy of the Company to stop accruing interest income and place the recognition of interest on a cash basis when any commercial, industrial or commercial real estate loan is 90 days or more past due as to principal or interest and/or the ultimate collection of either is in doubt, unless collection of both principal and interest is assured by way of collateralization, guarantees or other security. Accrual of interest income on consumer loans, including residential real estate loans, is suspended when any payment of principal or interest, or both, is more than 120 days delinquent. When a loan is placed on non-accrual status, any interest previously accrued but not collected is reversed against current income unless the collateral for the loan is sufficient to cover the accrued interest or a guarantor assures payment of interest.

The Company has several procedures in place to assist management in maintaining the overall quality of its loan portfolio. The Company has established written guidelines contained in its Lending Policy for the collection of past due loan accounts. These guidelines explain in detail the Company’s policy on the collection of loans over 30, 60, and 90 days delinquent. Generally, loans over 90 days delinquent are placed in a non-accrual status.

However, if the loan is deemed to be in process of collection, it may be maintained on an accrual basis. The Company’s management conducts continuous training and communicates regularly with loan officers to make them aware of its lending policy and the collection policy contained therein. The Company’s management has also staffed its collection department with properly trained staff to assist lenders with collection efforts and to maintain records and develop reports on delinquent borrowers. Management is not aware of any loans that meet the definition of a troubled debt restructuring as of June 30, 2005. The Company records real estate acquired through foreclosure at the lesser of the outstanding loan balance or the fair value at the time of foreclosure, less estimated costs to sell.

The Company usually disposes of real estate acquired through foreclosure within one year; however, if it is unable to dispose of the foreclosed property, the property’s value is assessed annually and written down to its fair value less costs to sell.

In the first six months of 2005, non-performing assets increased by $1.2 million to $15.6 million. The increase was attributable to loans made by a former loan officer of Main Street Bank and several smaller relationships that are generally well-secured by real estate in accordance with bank policy. The collateral securing these loans is currently being sold or is in the process of foreclosure.

The following table presents information regarding non-performing assets at the dates indicated:


	June 30, 2005			December 31, 2004			June 30, 2004
	(Dollars in thousands)
Non-performing assets
Non-accrual loans
Commercial and industrial	$	1,312		$	3,405		$	1,556
Real estate - construction		3,814			2,069			432
Real estate - mortgage		2,384			2,892			313
Commercial real estate		4,010			3,844			2,683
Consumer and other		23			45			195
Other real estate and repossessions		4,095			2,166			1,915

Total non-performing assets	$	15,638		$	14,421		$	7,094
Loans past due 90 days or more and still accruing	$	2,368		$	5,658		$	3,618
Ratio of loans past due 90 days or more and still accruing to loans, net of unearned income		0.13	%		0.33	%		0.31	%
Ratio of non-performing assets to loans, net of unearned income and other real estate		0.89	%		0.85	%		0.44	%

Loans and Allowance for Loan Losses

At ~~September~~June 30, ~~2004~~2005, loans, net of unearned income, were $1.~~654~~764 billion, an increase of $0.~~242~~065 billion or 173.1483% over net loans at December 31, ~~2003~~2004 of $1.~~412~~699 billion. The growth in the loan portfolio was attributable to a consistent focus on quality loan production and strong loan markets in the state. Residential mortgage and commercial real estate loans increased $~~130~~19.51 million or 131.3168% from December 31, ~~2003~~2004 while real estate construction loans increased $7545.4 million or 2411.8130% over the same period. The Company continues to monitor the composition of the loan portfolio to evaluate the adequacy of the allowance for loan losses in light of changes in the economic environment on the loan portfolio.

The Company primarily focuses on the following loan categories: (1) commercial and industrial, (2) real estate construction, (3) residential mortgage, (4) commercial real estate, and (5) consumer loans. The Company’s management has strategically located its branches in high growth markets and has taken advantage of a surge in residential and industrial growth in metropolitan Atlanta.

The allowance for loan losses is a reserve established through charges to earnings in the form of a provision for loan losses. The provision for loan losses is based on management’s evaluation of the size and composition of the loan portfolio, the level of non-performing and past due loans, historical trends of charged-off loans and recoveries, prevailing economic conditions and other factors management deems appropriate. The Company’s management has established an allowance for loan losses which it believes is adequate for the risk of loss inherent in the loan portfolio. Based on a credit evaluation of the loan portfolio, management presents a quarterly review of the allowance for loan losses to the Company’s Board of Directors. The review that management has developed primarily focuses on risk by evaluating the level of loans in certain risk categories. These categories have also been established by management and take the form of loan grades. These loan grades closely mirror regulatory classification guidelines and include pass loan categories 1 through 4 and special mention, substandard, doubtful, and loss categories of 5 through 8, respectively. By grading the loan portfolio in this manner the Company’s management is able to effectively evaluate the portfolio by risk, which management believes is the most effective way to analyze the loan portfolio and thus analyze the adequacy of the allowance for loan losses. Management also reviews charge-offs and recoveries on a monthly basis to identify trends.

The Company’s risk management processes include a loan review program to evaluate the credit risk in the loan portfolio and ~~insure~~ensure credit grade accuracy. The credit review department is independent of the loan function and reports to the Executive Vice President of Risk Management. Through the loan review process, the Company maintains a classified loan watch list which, along with the delinquency report of loans, serves as a tool to assist management in assessing the overall quality of the loan portfolio and the adequacy of the allowance for loan losses. Loans classified as “substandard” are those loans with clear and defined weaknesses such as a highly leveraged position, unfavorable financial ratios, uncertain financial ratios, uncertain repayment sources, deterioration in underlying collateral values, or poor financial condition which may jeopardize recoverability of the debt. Loans classified as “doubtful” are those loans that have characteristics similar to substandard loans but have an increased risk of loss, or at least a portion of the loan may require being charged-off. Loans classified as “loss” are those loans that are in the process of being charged-off.

The allowance for loan losses is established by risk group as follows:

•

Large classified loans, nonaccrual loans and loans considered impaired are evaluated individually with specific reserves allocated based on management’s review.

• The remainder of the portfolio is allocated a portion of the allowance based on past loss experience and the economic conditions for the particular loan category. Allocation weights are assigned based on the Company’s historical loan loss experience in each loan category;, although a higher allocation weight may be used if current conditions indicate that loan losses may exceed historical experience.

When determining the adequacy of the allowance for loan losses, management considers changes in the size and character of the loan portfolio, changes in nonperforming and past due loans, historical loan loss experience, the existing risk of individual loans, concentrations of loans to specific borrowers or industries and current economic conditions. Management does not believe these factors have significantly changed over the periods presented. Historically, we believe our estimates of the level of allowance for loan losses required have been appropriate and our expectation is that the primary factors considered in the provision calculation will continue to be consistent with prior trends.

For the ~~nine~~six month period ending ~~September~~June 30, ~~2004~~2005, net charge-offs totaled $16.42 million or 0.1171% (annualized) of average loans outstanding for the period, net of unearned income, compared to $20.190 million or 0.1912 % (annualized) in net charge-offs for the same period in ~~2003~~2004. The provision for loan losses for the ~~nine~~six months ended ~~September~~June 30, ~~2004~~2005 was $46.53 million compared to $42.09 million for the same period in ~~2003~~2004. The allowance for loan losses totaled $2425.32 million or 1.4743% of total loans, net of unearned income at ~~September~~June 30, ~~2004~~2005, compared to $2125.2 million or 1.4748% of total loans at December 31, ~~2003~~2004. In its loan loss reserve analysis, the Company establishes specific reserves for its large criticized loan relationships. During the first six months of 2005, the Company took charge-offs against several loans that had large specific reserves established in the fourth quarter of 2004. These charge-offs were concentrated in a problem loan portfolio extended by a loan officer who is no longer employed by the Company. The Company’s percentage of loans in a criticized status has otherwise been stable and is consistent with prior years. Economic conditions in the Company’s market area continue to be favorable. Based on these factors and the elimination of large specific reserves through loan charge-offs, the Company’s allowance for loan losses as a percentage of loans declined.

The following table presents an analysis of the allowance for loan losses for the ~~nine~~six-month periods ended ~~September~~June 30, ~~2004~~2005 and ~~2003~~2004:

	Nine Months Ended September 30,
	Six Months Ended June 30,
	2004					2003
	2005					2004
	(Dollars in thousands)
Balance of allowance for loan losses at beginning of period	$	2125,~~152~~191				$	1821,~~860~~152
Provision charged to operating expense		46,~~474~~258					32,~~994~~871
Charge-offs:
Commercial and industrial		~~501~~2,589		2036.7881	%		~~1,344~~273		5620.0568	%
Real estate - construction		~~503~~117		201.8666	%		—87		06.0059	%
Real estate - mortgage		~~342~~1,607		1422.1885	%		~~158~~210		615.5991	%
Real estate - other		92		3.82	%		50		2.09	%
Commercial real estate		2,327		33.08	%		216		16.36	%
Consumer and other		~~973~~394		405.3660	%		~~846~~534		3540.2845	%
Total charge-offs		27,~~411~~034		100.00	%		21,~~398~~320		100.00	%
Recoveries:
Commercial and industrial		~~363~~180		3421.8777	%		58144		1834.7762	%
Real estate - construction		5034		4.8011	%		—		0.00	%
Real estate - mortgage		~~179~~246		1729.2075	%		5195		1622.5084	%
Real estate - other		32		3.07	%		—		0.00	%
Commercial real estate		204		24.67	%		10		2.40	%
Consumer and other		~~417~~163		4019.0671	%		~~200~~167		6440.7214	%
Total recoveries		~~1,041~~827		100.00	%		~~309~~416		100.00	%
Net charge-offs		16,~~370~~207					~~2,089~~904
Balance of allowance for loan losses at end of period	$	2425,~~256~~242				$	2023,~~765~~119
Net annualized charge-offs (recoveries) as a percentage of average loans		0.11	%				0.19	%
Net annualized charge-offs as a percentage of average loans		0.71	%				0.12	%
Reserve for loan losses as a percentage of loans at end of period		1.4743	%				1.4745	%

Non-Performing Assets

However, if the loan is deemed to be in process of collection, it may be maintained on an accrual basis. The Company’s management conducts continuous training and communicates regularly with loan officers to make them aware of its lending policy and the collection policy contained therein. The Company’s management has also staffed its collection department with properly trained staff to assist lenders with collection efforts and to maintain records and develop reports on delinquent borrowers. Management is not aware of any loans that meet the definition of a troubled debt restructuring as of September 30, 2004. The Company records real estate acquired through foreclosure at the lesser of the outstanding loan balance or the fair value at the time of foreclosure, less estimated costs to sell.

Non-performing assets decreased by $6.8 million since December 31, 2003. The Bank was able to reduce its non-performing assets during the first three quarters of 2004 through the sale of property securing our largest non-performing loan, refinance of another large non-performing loan by another bank, and the liquidation of collateral obtained through foreclosure.

The following table presents information regarding non-performing assets at the dates indicated:

	September 30,2004			December 31,2003			September 30, 2003
	(Dollars in thousands)
Non-performing assets
Non-accrual loans
Commercial and industrial	$	368		$	2,821		$	1,535
Real estate - construction		173			2,281			2,247
Real estate - mortgage		568			1,944			1,667
Real estate - other		3,559			4,435			4,902
Consumer and other		62			67			504
Other real estate and repossessions		1,132			1,940			1,367
Total non-performing assets	$	5,862		$	13,488		$	12,222
Loans past due 90 days or more and still accruing	$	1,990		$	1,923		$	3,407
Ratio of loans past due 90 days or more and still accruing to loans, net of unearned income		0.12	%		0.13	%		0.24	%
Ratio of non-performing assets to loans, net of unearned income and other real estate		0.35	%		0.95	%		0.86	%

The Company had no potential problem loans at September 30, 2004, December 31, 2003 and September 30, 2003. Potential problem loans are loans where known information about possible credit problems of borrowers has caused the Company’s management to have serious doubts as to the related borrowers’ ability to comply with present loan repayment terms and which may result in such loans becoming nonaccrual, past due or restructured loans.

Interest Rate Sensitivity and Liquidity

Asset Liability Management

The Company’s primary market risk exposures are credit (as discussed previously), interest rate risk and ~~to a lesser degree,~~ liquidity risk. The ~~Bank~~ Company operates under an Asset Liability and Risk Management policy ~~approved~~created by the ~~Board of Directors of the Bank through the~~ Asset and Liability Committee (“ALCO”) and approved by the Board of Directors. The policy outlines limits on interest rate risk in terms of changes in net interest income and changes in the ~~net~~economic ~~market~~ values of assets and liabilities over certain changes in interest rate environments. These measurements are made through a simulation model which projects the impact of changes in interest rates on ~~the Bank’s~~ assets and liabilities. The policy also outlines responsibility for monitoring interest rate risk, and the process for the approval, implementation and monitoring of interest rate risk strategies to achieve the ~~Bank~~Company’s interest rate risk objectives.

The ~~Bank’s~~ ALCO is comprised of senior ~~officers~~ ~~of the Bank~~officers. The ALCO makes all tactical and strategic decisions with respect to the sources and uses of funds that may affect net interest income~~, including net interest spread and net interest margin~~. The ALCO’s decisions are based upon policies established by the ~~Bank’s~~ Board of Directors, which are designed to meet three goals: manage interest rate risk, improve net interest ~~rate~~income ~~spread~~ and maintain adequate liquidity.

The ALCO has developed a program of action which includes, among other things, the following: (i) selling substantially all conforming, long-term, fixed rate mortgage originations, (ii) originating and retaining for the portfolio shorter term, higher yielding loan products which meet the Company’s underwriting criteria; and (iii) actively managing the Company’s interest rate risk exposure.

Interest Rate Risk

The normal course of business activity exposes the Company to interest rate risk. Interest rate risk is managed within an overall asset and liability framework for the Company. The principal objectives of asset and liability management are to guide the sensitivity of net interest income to potential changes in interest rates and enhance profitability in ways that promise sufficient reward for recognized and controlled risk. Funding positions are kept within predetermined limits designed to ensure that risk-taking is not excessive and that liquidity is properly managed. The Company employs sensitivity analysis in the form of a net interest income simulation to help characterize the potential volatility of net interest income to changes in interest rates. In addition, fluctuations in interest rates usually result in changes in the fair market value of the Company’s financial instruments and cash flows. The Company’s interest rate risk position is managed by ALCO.

The Company uses a simulation modeling process to measure interest rate risk and evaluate potential strategies. The Company’s net interest income simulation includes all financial assets and liabilities. This simulation measures both the mismatch risk and basis risk in the Company’s assets and liabilities. The simulation also captures the option characteristics of products, such as caps and floors on floating rate loans, the right to pre-pay mortgage loans without penalty and the ability of customers to withdraw deposits on demand. These options are modeled through the use of primarily historical customer behavior and statistical analysis. Other interest rate-related risks such as prepayment, basis and option risk are also considered. Simulation results quantify interest rate risk under various interest rate scenarios. Management then develops and implements appropriate strategies. The Board of Directors regularly review the overall rate risk position and asset and liability management strategies.

In fiscal 2005, the Company will continue to face mismatch risk and basis risk and may be confronted with several risk scenarios. If interest rates rise, net interest income may actually increase if deposit rates lag increases in market rates. The Company could, however, experience significant pressure on net interest income if there is a substantial increase in deposit rates relative to market rates. A declining interest rate environment might result in a decrease in loan rates, while deposit rates remain relatively stable, which could also create significant risk to net interest income. ALCO’s subcommittee, the pricing committee, meets weekly to establish interest rates on loans and deposits.

The Company uses three standard scenarios – rates unchanged, rising rates, and declining rates – in analyzing interest rate sensitivity. The rising and declining rate scenarios cover a 100 basis point upward and downward rate shock. The following table illustrates the expected effect a given interest rate shift would have on the fair market value of the Balance Sheet and the annualized projected net interest income of the Company as of June 30, 2005:


Change in Interest Rates	Increase /(Decrease) in FMV of Balance Sheet	Increase /(Decrease) in Net Interest Income
+ 100 basis points	3.90	6.84
- 100 basis points	-5.20	-6.90

The ALCO has developed a program of action which includes, among other things, the following: (i) selling substantially all conforming, long-term, fixed rate mortgage originations, (ii) seeking to originate and retain for the portfolio shorter term, higher yielding loan products which meet the Company’s underwriting criteria; and (iii) actively managing the Company’s interest rate risk exposure.

Interest Rate Risk

The normal course of business activity exposes the Company to interest rate risk. Interest rate risk is managed within an overall asset and liability framework for the Company. The principal objectives of asset and liability management are to predict the sensitivity of net interest spreads to potential changes in interest rates, control risk and enhance profitability. Funding positions are kept within predetermined limits designed to properly manage risk and liquidity. The Company employs sensitivity analysis in the form of a net interest income simulation to help characterize the market risk arising from changes in interest rates. In addition, fluctuations in interest rates usually result in changes in the fair market value of the Company’s financial instruments, cash flows and net interest income. The Company’s interest rate risk position is managed by ALCO.

The Company uses a simulation modeling process to measure interest rate risk and evaluate potential strategies. Interest rate scenario models are prepared using software created and licensed from an outside vendor. The Company’s net interest income simulation includes all financial assets and liabilities. This simulation measures both the term risk and basis risk in the Company’s assets and liabilities. Term risk in the result of repricing and maturity timing mismatches. This is caused when the rates of interest paid on deposits and other liabilities are changed at different times than when the rates of interest on loans and investments change. Basis risk is caused by the differences in the amounts by which interest rates change from one instrument to another. The simulation also captures the option characteristics of products, such as caps and floors on floating rate loans, the right to pre-pay mortgage loans without penalty and the ability of customers to withdraw deposits on demand. These options are modeled through the use of primarily historical customer behavior and statistical analysis. Other interest rate-related risks such as prepayment, basis and option risk are also considered. Simulation results quantify interest risk under various interest rate scenarios. Management then develops and implements appropriate strategies. ALCO has determined that an acceptable level of interest rate risk would be for net interest income to decrease no more than 3.5% given a change in selected interest rates of 100 basis points over any 12-month period. The Board of Directors regularly reviews the overall rate risk position and asset and liability management strategies.

The Company uses three standard scenarios—rates unchanged, rising rates, and declining rates—in analyzing interest rate sensitivity. The rising and declining rate scenarios cover a 100 basis points upward and downward rate shock. The following table illustrates the expected effect a given interest rate shift would have on the fair market value of the Balance Sheet and the annualized projected net interest income of the Company as of September 30, 2004.

Change in Interest Rates	Increase / (Decrease) in FMV of Balance Sheet		Increase / (Decrease) in Net Interest Income
+ 100 basis points	4.49	%	4.71	%
- 100 basis points	-5.29	%	-2.38	%

These simulated computations should not be relied upon as indicative of actual future results. Further, the computations do not contemplate certain actions that management may undertake in response to future changes in interest rates. This model indicates that the Company is asset sensitive in that its assets will reprice faster in a rising rate environment than its interest sensitive liabilities. In 2004, the Federal Reserve has increased the federal funds rates 25 basis points in each of June, August and September.

In fiscal 2004, the Company has continued to face term risk and basis risk. If interest rates rise, net interest income may actually increase if interest on deposits and other liabilities lag increases in market rates. The Company could, however, experience significant pressure on net interest income if there is a substantial increase in deposit of interest on deposits and other liabilities relative to market rates. A declining interest rate environment might result in a decrease in loan rates, while deposit rates remain relatively stable, which could also create significant risk to net interest income. ALCO’s subcommittee, the pricing committee, meets weekly to establish interest rates on loans and deposits and review interest rate sensitivity and liquidity positions.

Derivative Instruments and Hedging Activities

Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”) and Statement of Financial Accounting Standards No. 149, Amendment of Statement 133 on Accounting for Derivative Instruments and Hedging Activities (“SFAS 149”), as amended and interpreted, ~~establishes~~establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. As required by SFAS 133, the Company records all derivatives on the balance sheet at fair value. Fair value is estimated based on published bid prices or bid quotations for interest rate swaps and floors received from securities dealers. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. For derivatives not designated as hedges, changes in fair value are recognized in earnings.

Interest rate swaps are currently utilized by the Company to hedge the interest rate risk associated with pools of loans that bear interest based upon the prime rate. The interest rate swaps synthetically convert the floating interest rate payments received on pools of assets bearing interest based upon the prime rates to fixed interest receipts. The Company assesses hedge effectiveness and measures hedge ineffectiveness on a quarterly basis for each hedging relationship. The Company performs its effectiveness testing by comparing the present value of the cumulative change in the variable interest payments on each swap to the present value of the cumulative change in the overall variable receipts on the underlying loans since the inception of the hedge. Hedge ineffectiveness is recognized to the extent that the cumulative change on the swap exceeds the cumulative change on the hedged variable interest receipts on the loans. If the ratio of the cumulative changes in the variable interest payments on a swap to the cumulative changes in the variable receipts on the underlying loans is outside of the range of 80% to 125%, the Company considers the hedging relationship to no longer be highly effective and would dedesignate the interest rate swap from its hedging relationship. Subsequent changes in the value of the derivative would be remeasured directly through earnings.

The Company’s objective in using derivatives is to add stability to interest income and/or interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, the Company primarily uses interest rate swaps as part of its cash flow hedging strategy. Interest rate swaps designated as cash flow hedges involve the receipt of fixed-rate amounts in exchange for variable-rate payments over the life of the agreements without exchange of the underlying principal amount.

Market risk is the adverse effect that a change in interest rates or the implied volatility of interest rates ~~has~~have on the value of a financial instrument. The Company manages the market risk associated with interest rate contracts by establishing and monitoring limits as to the types and degree of risk that may be undertaken.

The Company’s derivatives activities are monitored by its ALCO as part of its risk-management oversight of the Company’s treasury functions. The Company’s ALCO is responsible for approving various hedging strategies that are developed through its analysis of data from financial simulation models and other internal and industry sources. The resulting hedging strategies are then incorporated into the Company’s overall interest rate risk management and trading strategies.

The following chart illustrates the Bank’s derivative positions as of ~~September~~June 30, ~~2004~~2005. Market values have been determined by published bid prices or bid quotations for interest rate swaps ~~and floors~~ received from securities dealers. Amounts are in thousands.

Interest Rate Swaps

Type	TransactionDate	TermDate	Notional		PayRate		ReceiveRate		CurrentSpread		~~Market Value~~MarketValue
Received Fixed Prime Swap - amortizing	Apr-02	Apr-05	$	20,000,000	4.75	%	6.63	%	1.88	%	$	173,994
Received Fixed Prime Swap	Apr-03	Apr-06	$	50,000	6.25	%	5.26	%	-0.99	%	$	(541	)
Received Fixed Prime Swap	~~Mar~~Aug-03	~~Mar~~Aug-06	$	50100,000~~,000~~	46.7525	%	5.2659	%	-0.5166	%	$	(~~182~~1,~~146~~233	)
Received Fixed Prime Swap	Aug-03	Aug-06	$	100,000,000	4.75	%	5.59	%	0.84	%	$	(83,959	)
Total Received Fixed Swaps			$	150,000							$	(1,774	)
Total Received Fixed Swaps			$	170,000,000							$	(92,111	)
Total Derivative Positions			$	150,000							$	(1,774	)
Interest Rate Floors
Type	TransactionDate	TermDate	Notional		StrikeRate		CurrentRate		CurrentSpread		Market Value
Prime based Floor	Jun-03	Jun-05	$	100,000,000	3.75	%	4.75	%	-1.00	%	$	—
Total Interest Rate Floors			$	100,000,000							$	—
Total Derivative Positions			$	270,000,000							$	(92,111	)

~~Liquidity~~21

~~During~~Liquidity the past three years, the Company’s liquidity needs have primarily been met by growth in deposits, advances from Federal Home Loan Bank (“FHLB”), purchase of Federal funds, and capital from retained earnings and acquisitions. The FHLB allows member banks to borrow against their eligible collateral to satisfy their liquidity requirements. As of September 30, 2004, the Company had $18.5 million available on its FHLB line based on current eligible collateral. Federal funds purchased and other short-term borrowings are additional sources of liquidity and, basically, represent the Company’s incremental borrowing capacity. These sources of liquidity are short-term in nature and are used as necessary to fund asset growth and meet short-term liquidity needs. As of September 30, 2004, the Company had $25.0 million in federal funds lines. The Company’s cash and federal funds sold and cash flows from amortizing investment and loan portfolios have generally created an adequate liquidity position. Executive management reviews liquidity monthly. This review is from a regulatory as well as static and a four-quarter forecasted standpoint.

Liquidity involves the Company’s ability to raise funds to support asset growth or reduce assets to meet deposit withdrawals and other payment obligations, to maintain reserve requirements and otherwise to operate on an ongoing basis. During the past three years, the Company’s liquidity needs have primarily been met by growth in deposits, advances from Federal Home Loan Bank (“FHLB”), purchases of federal funds, and capital from retained earnings and acquisitions. The FHLB allows member banks to borrow against their eligible collateral to satisfy their liquidity requirements. As of June 30, 2005, the Company had $18.2 million available on its FHLB line based on current eligible collateral. Federal funds purchased and other short-term borrowings are additional sources of liquidity and, basically, represent the Company’s incremental borrowing capacity. These sources of liquidity are short-term in nature and are used as necessary to fund asset growth and meet short-term liquidity needs. As of June 30, 2005, the Company had $39.6 million in federal funds purchased and $87.5 million in FHLB overnight borrowings. The Company’s cash and federal funds sold and cash flows from amortizing investment and loan portfolios have generally created an adequate liquidity position. Executive management reviews liquidity monthly. This review is from a regulatory as well as static and a forecasted standpoint.

Market and public confidence in the financial strength of the Company and financial institutions in general will determine the Company’s access to supplementary sources of liquidity. The Company’s capital levels and asset quality determine levels at which the Company can access supplementary funding sources.

The Company relies primarily on customer deposits, securities sold under repurchase agreements and shareholders’ equity to fund interest-earning assets. The FHLB is also a major source of liquidity for the Bank. The FHLB allows member banks to borrow against their eligible collateral to satisfy their liquidity requirements.

Management believes the Company has sufficient liquidity to meet all reasonable borrower, depositor, and creditor needs in the present economic environment. The Company has not received any recommendations from regulatory authorities that would materially affect liquidity, capital resources or operations.

Maintaining a steady funding base is achieved by diversifying funding sources, competitively pricing deposit products, and extending the contractual maturity of liabilities. This reduces the Company’s exposure to roll over risk on deposits and limits reliance on volatile short-term purchased funds.

Short-term funding needs arise from funding of loan commitments and requests for new loans and from declines in deposits or other funding sources. The Company’s strategy is to fund assets to the maximum extent possible with core deposits that provide a sizable source of relatively stable and low-cost funds. Core deposits include all deposits, except ~~certificates~~time ofdeposits ~~deposit~~ of $100,000 and over.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s primary market risk exposures are credit (as discussed previously), interest rate risk and ~~to a lesser degree,~~ liquidity risk. The ~~Bank has~~Company operates under an Asset Liability and Risk Management policy ~~approved~~created by the ~~Board of Directors of the Bank through the~~ Asset and Liability Committee (“ALCO”) and approved by the Board of Directors. The policy outlines limits on interest rate risk in terms of changes in net interest income and changes in the ~~net~~economic ~~market~~ values of assets and liabilities over certain changes in interest rate environments. These measurements are made through a simulation model which projects the impact of changes in interest rates on ~~the Bank’s~~ assets and liabilities. The policy also outlines responsibility for monitoring interest rate risk, and the process for the approval, implementation and monitoring of interest rate risk strategies to achieve the ~~Bank~~Company’s interest rate risk objectives.

Additional information required by Item 305 of Regulation S-K is set forth under Item 2 of this report.

ITEM 4.

CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures as of the end of the quarterly period covered by this Form 10-Q and have concluded that the Company’s disclosure controls and procedures ~~were~~continue ~~effective~~to be ineffective as of that date in ensuring that information required to be disclosed in this Quarterly Report on Form 10-Q was recorded, processed, summarized, and reported within the time period required by the SEC’s rules and forms. During the third quarter of 2004 the Company relied on a third party vendor for asset/liability modeling. There were no other changes in the Company’s internal control over financial reporting that may have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the first six months of 2005 the Company has made the following changes to internal controls over financial reporting to address the previously disclosed material weakness related to staffing levels and expertise:

•

Hired David W. Brooks, II to serve as Chief Financial Officer

•

Provided internal training for income taxes and hired an independent third party to provide additional tax expertise for the Company

•

Provided internal training and guidance for reconciliations and utilized an independent third party to provide additional expertise for improving the reconciliation process

•

Established additional procedures and controls to ensure that the integrity of the financial review process was maintained while staffing levels and expertise were being remediated

•

Utilized a third party vendor for asset/liability modeling

•

Increased staff in our SBA lending division to allow for additional segregation of duties and responsibilities

There were no other changes in the Company’s internal control over financial reporting that may have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

In an effort to remediate the previously disclosed material weakness related to staffing levels and expertise the Company is taking the following steps in the third quarter of 2005:

•

Actively seeking qualified candidates to fill the Treasurer’s position

•

The Company has contracted with a nationally recognized accounting and banking consultant to analyze financial practices, policies and procedures, and assist the Company by providing additional expertise in accounting until additional permanent accounting personnel can be hired.

PART II. – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Neither the Company nor any of its subsidiaries are a party to, nor is any of their property the subject of, any material pending legal proceedings, other than ordinary routine proceedings incidental to the business of the Company. To the Company’s knowledge, no such material proceedings were threatened against it or its subsidiaries. From time to time, the Company and its subsidiaries are parties to legal proceedings in the ordinary course of business,. ~~after~~After consultation with legal counsel, the Company does not anticipate that the current litigation matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

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

NoThe ~~matter~~Company ~~was~~held ~~submitted~~its toAnnual aMeeting ~~vote~~ of ~~security~~Shareholders ~~holders~~on byMay ~~solicitation~~23, of2005. ~~proxies~~The orfollowing ~~otherwise~~matters ~~during~~were ~~the~~submitted ~~third~~to ~~quarter~~a vote of ~~2004.~~the shareholders:

Proposal One: Elect three Class II Directors of the Company to serve, each for three-year terms expiring at the 2008 Annual Meeting of Shareholders. The nominees for Class II Directors were: John R. Burgess, Jr., T. Ken Driskell and Frank B. Turner. The voting results for each nominee were as follows:


	Shares Voted in Favor	Shares Voted Against	Abstained
John R. Burgess, Sr.	17,388,351	0	1,250,495
T. Ken Driskell	17,388,351	0	1,250,495
Frank B. Turner	17,388,351	0	1,250,495

Proposal Two: The ratification of the selection of Ernst & Young LLP as the Company’s independent auditors for 2005. There were 18,557,940 affirmative votes, 58,226 negative votes and 22,680 shares abstained. Ernst & Young was ratified as the independent auditor for 2005.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

(a)

The following are filed with or incorporated by reference into this report

Exhibit No.		Description
ExhibitNo.		Description
3.1		Articles of Incorporation of Main Street ~~Bank~~Banks, Inc. (incorporated by reference to Exhibit 3.1 to Registration Statement No. 33-78046 on Form S-4) as amended by Certificate of Merger and Name Change (incorporated by reference to Exhibit 3.1 of the December 31, 1996, Form 10-KSB)
3.2		Bylaws of Main Street ~~Bank~~Banks, Inc. (incorporated by reference to Exhibit 3.2 to Registration Statement No. 33-78046 on Form S-4)
10.1		Employment agreement dated ~~September~~May 823, ~~2004~~2005 between the Registrant and ~~Sam~~David BW. ~~Hay~~Brooks, ~~III~~II, (incorporated by reference to the Registrant’s Form 8-K filed with the Commission on ~~September~~May 1525, ~~2004~~2005) *
10.2		Employment agreement dated September 8, 2004 between the Registrant and Edward C. Milligan (incorporated by reference to the Registrant’s Form 8-K filed with the Commission on September 15, 2004) *
31.1		Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	Denotes a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form.

2425

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	~~MAIN STREET BANKS, INC.~~		MAIN STREET BANKS, INC.
Date: November 8, 2004	By:	/s/ EDWARD C. MILLIGAN
Date: August 8, 2005			By:	/s/ SAMUEL B. HAY, III
		Edward C. Milligan, Chairman and Chief Executive Officer
			Samuel B. Hay, III, Chief Executive Officer
Date: November 8, 2004	By:	/s/ ROBERT D. MCDERMOTT
Date: August 8, 2005			By:	/s/ DAVID W. BROOKS, II
		Robert D. McDermott, Chief Financial Officer
			David W. Brooks, II, Chief Financial Officer

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Filing Compare · MAIN STREET BANKS INC /NEW/