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): December 30, 2003


                             COLONIAL TRUST COMPANY
             (Exact name of registrant as specified in its charter)

                               Commission File No.
                                    000-18887

         Arizona                                          75-2294862
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                         Identification No.)

5336 N. 19TH Avenue, Phoenix, Arizona                  85015

(Address of principal executive offices)             (Zip code)

                                  602-242-5507
              (Registrant's telephone number, including area code)


<PAGE>
Item 5.   Other Events and Required FD Disclosure.

     On  December  30,  2003,   Colonial   Trust  Company   ("Colonial"  or  the
"Corporation")  entered  into a Purchase  and  Assumption  Agreement  with Happy
Bancshares,  Inc.  and its  subsidiary,  First  State  Bank  (the  "Agreement"),
pursuant  to which  Colonial  agreed,  subject  to the  satisfaction  of certain
conditions described in the Agreement, to sell to First State Bank substantially
all of the  assets of its  corporate  trust  division  ("Corporate  Trust")  and
certain other assets,  including  without  limitation (a) certain  accrued fees,
receivables,  prepaid  expenses  and rights  under  contracts  ("Contracts")  of
Corporate Trust, (b) all equipment and personal  property used in the conduct of
the business of Corporate Trust, (c) the real property and facilities located at
5336 N. 19th  Avenue,  Phoenix,  Arizona  which  comprise  Colonial's  corporate
headquarters, and (d) all furniture and fixtures located on the above-referenced
real  estate.  First  State  Bank  also  agreed to  assume  certain  liabilities
associated  with Corporate  Trust,  including  without  limitation (i) Corporate
Trust's accrued expenses,  (ii) certain liabilities and obligations with respect
to the Contracts, (iii) a prorated portion of the real estate taxes attributable
to the real estate being purchased, and (iv) liabilities under certain equipment
lease agreements,  hardware maintenance  agreements and related agreements.  The
parties further agreed that at the Closing under the Agreement, First State Bank
would be the substitute fiduciary for Colonial on each of Colonial's accounts of
Corporate  Trust and  that,  effective  as of such  Closing,  Colonial  would be
released  from all  fiduciary  duties with  respect to  Corporate  Trust.  It is
anticipated that First State Bank would operate  Corporate Trust from Colonial's
current headquarters located in Phoenix, Arizona following the Closing under the
Agreement.

     The purchase price to be paid by First State at the Closing will be paid in
cash and will equal the sum of (i) $819,000,  representing the agreed-upon value
of the  above-referenced  real  estate,  (ii) the  aggregate  book  value of the
Corporate  Trust assets being  purchased,  less the book value of the  Corporate
Trust   liabilities  being  assumed,   at  the  Closing,   and  (iii)  $550,000,
representing the goodwill premium paid to Colonial.

     Subject to credit checks,  First State Bank has agreed to offer employment,
effective as of the Closing, to all of the current employees of Corporate Trust,
including John K. Johnson,  Cecil Glovier and Ian Currie,  the President,  Chief
Operating Officer and Controller/Treasurer,  respectively,  of Colonial. Messrs.
Johnson and Glovier also executed employment and  non-competition  agreements to
be effective at the Closing.

     The Agreement is subject to the approval of the  shareholders  of Colonial,
receipt of all required regulatory  approvals,  Colonial's receipt of a fairness
opinion from its  investment  banker,  Bank  Advisory  Group,  and certain other
customary  closing  conditions.  If such  approvals are received and all Closing
conditions are satisfied,  it is expected that Closing under the Agreement would
occur in the second quarter of 2004.



Item 7. Financial Statements and Exhibits.

         (a)  Inapplicable
         (b)  Inapplicable
         (c)  Exhibits:

              99  Purchase and Assumption  Agreement  between Happy  Bancshares,
                  Inc., First State Bank and Colonial Trust Company




<PAGE>
                                    SIGNATURE

     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 thereunto duly authorized.

                                           COLONIAL TRUST COMPANY
                                           (Registrant)

Date: January 28, 2004            By:      /s/ John K. Johnson

                                           John K. Johnson
                                           President and Chief Executive Officer

<PAGE>
                                 EXHIBIT INDEX

Exhibit Number             Description of Exhibit

99                         Purchase and Assumption Agreement between First State
                           Bank and  Colonial  Trust Company and joined by Happy
                           Bancshares, Inc.
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{"company-data": {"conformed-name": "COLONIAL TRUST CO /AZ", "cik": "0000869296", "assigned-sic": "6799", "irs-number": "752294862", "state-of-incorporation": "AZ", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18887", "film-number": "04549123"}, "business-address": {"street1": "5336 NORTH 19TH AVENUE", "city": "PHOENIX", "state": "AZ", "zip": "85015", "phone": "602-242-55"}, "mail-address": {"street1": "5336 N 19TH AVE", "city": "PHOENIX", "state": "AZ", "zip": "85015"}}
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): December 30, 2003

                             COLONIAL TRUST COMPANY
             (Exact name of registrant as specified in its charter)

                               Commission File No.
                                    000-18887

         Arizona                                          75-2294862
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                         Identification No.)

5336 N. 19TH Avenue, Phoenix, Arizona                  85015

(Address of principal executive offices)             (Zip code)

                                  602-242-5507
              (Registrant's telephone number, including area code)
Item 5.   Other Events and Required FD Disclosure.

     On  December  30,  2003,   Colonial   Trust  Company   ("Colonial"  or  the
"Corporation")  entered  into a Purchase  and  Assumption  Agreement  with Happy
Bancshares,  Inc.  and its  subsidiary,  First  State  Bank  (the  "Agreement"),
pursuant  to which  Colonial  agreed,  subject  to the  satisfaction  of certain
conditions described in the Agreement, to sell to First State Bank substantially
all of the  assets of its  corporate  trust  division  ("Corporate  Trust")  and
certain other assets,  including  without  limitation (a) certain  accrued fees,
receivables,  prepaid  expenses  and rights  under  contracts  ("Contracts")  of
Corporate Trust, (b) all equipment and personal  property used in the conduct of
the business of Corporate Trust, (c) the real property and facilities located at
5336 N. 19th  Avenue,  Phoenix,  Arizona  which  comprise  Colonial's  corporate
headquarters, and (d) all furniture and fixtures located on the above-referenced
real  estate.  First  State  Bank  also  agreed to  assume  certain  liabilities
associated  with Corporate  Trust,  including  without  limitation (i) Corporate
Trust's accrued expenses,  (ii) certain liabilities and obligations with respect
to the Contracts, (iii) a prorated portion of the real estate taxes attributable
to the real estate being purchased, and (iv) liabilities under certain equipment
lease agreements,  hardware maintenance  agreements and related agreements.  The
parties further agreed that at the Closing under the Agreement, First State Bank
would be the substitute fiduciary for Colonial on each of Colonial's accounts of
Corporate  Trust and  that,  effective  as of such  Closing,  Colonial  would be
released  from all  fiduciary  duties with  respect to  Corporate  Trust.  It is
anticipated that First State Bank would operate  Corporate Trust from Colonial's
current headquarters located in Phoenix, Arizona following the Closing under the
Agreement.

     The purchase price to be paid by First State at the Closing will be paid in
cash and will equal the sum of (i) $819,000,  representing the agreed-upon value
of the  above-referenced  real  estate,  (ii) the  aggregate  book  value of the
Corporate  Trust assets being  purchased,  less the book value of the  Corporate
Trust   liabilities  being  assumed,   at  the  Closing,   and  (iii)  $550,000,
representing the goodwill premium paid to Colonial.

     Subject to credit checks,  First State Bank has agreed to offer employment,
effective as of the Closing, to all of the current employees of Corporate Trust,
including John K. Johnson,  Cecil Glovier and Ian Currie,  the President,  Chief
Operating Officer and Controller/Treasurer,  respectively,  of Colonial. Messrs.
Johnson and Glovier also executed employment and  non-competition  agreements to
be effective at the Closing.

     The Agreement is subject to the approval of the  shareholders  of Colonial,
receipt of all required regulatory  approvals,  Colonial's receipt of a fairness
opinion from its  investment  banker,  Bank  Advisory  Group,  and certain other
customary  closing  conditions.  If such  approvals are received and all Closing
conditions are satisfied,  it is expected that Closing under the Agreement would
occur in the second quarter of 2004.

Item 7. Financial Statements and Exhibits.

         (a)  Inapplicable
         (b)  Inapplicable
         (c)  Exhibits:

              99  Purchase and Assumption  Agreement  between Happy  Bancshares,
                  Inc., First State Bank and Colonial Trust Company
SIGNATURE

     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 thereunto duly authorized.

                                           COLONIAL TRUST COMPANY
                                           (Registrant)

Date: January 28, 2004            By:      /s/ John K. Johnson

                                           John K. Johnson
                                           President and Chief Executive Officer
EXHIBIT INDEX

Exhibit Number             Description of Exhibit

99                         Purchase and Assumption Agreement between First State
                           Bank and  Colonial  Trust Company and joined by Happy
                           Bancshares, Inc.