SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

        Date of Report (Date of earliest event reported):   March 23, 2004

Georgia Bancshares, Inc.
(Exact name of registrant as specified in its charter)

Georgia
333-74710
58-2646154
 (State or other     (Commission     (I.R.S. Employer    
jurisdiction of   File Number)    Identification No.)  
incorporation)  

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


        Registrant’s telephone number, including area code:   (770) 631-9488


2008 Highway 54 West, Fayetteville, Georgia 30214
(Former name or former address, if changed since last report.)


INFORMATION TO BE INCLUDED IN THE REPORT

Item 7.  Financial Statements.  Pro Forma Financial Information and Exhibits.

             (c)          Exhibits

             Exhibit No.               Exhibit

             99.1                            Year ended December 31, 2003 Press Release of Georgia Bancshares, Inc. dated March 23, 2004.

Item 12.  Results of Operations and Financial Condition.

On March 23, 2004, Georgia Bancshares, Inc., holding company for The Bank of Georgia, issued a press release announcing its financial results for the year ended December 31, 2003. A copy of the press release is attached hereto as Exhibit 99.1.



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SIGNATURES

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

GEORGIA BANCSHARES, INC.


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

Dated:  March 23, 2004



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EXHIBIT INDEX

Exhibit Number                   Description

99.1        Earnings Press Release for the year ended December 31, 2003



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