SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    Form 8-K



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




       Date of Report (Date of earliest event reported): December 16, 2002




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

    ARIZONA                        0-18887                 75-2294862
(State or other             (Commission File No.)     (IRS Employer ID No.)
jurisdiction of
incorporation)



                   5336 N. 19th Avenue, Phoenix, Arizona 85015
               (Address of principal executive office) (Zip Code)



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


                 ______________________________________________
          (Former name or former address, if changed since last report)


<page>
                                                    -2-

                             COLONIAL TRUST COMPANY

                                    FORM 8-K

                                 CURRENT REPORT


ITEM 5.  OTHER EVENTS

     On March 19,  2001,  Stevens  Financial  Group,  Inc.  ("Stevens")  filed a
Voluntary  Petition under Chapter 11 of the United States Bankruptcy Code in the
United  States   Bankruptcy   Court  for  the  District  of  Arizona  (Case  No.
01-03105-ECF-RTB) (the "Stevens Bankruptcy Proceeding").  Colonial Trust Company
("Colonial")  previously  served as Trustee  under seven Trust  Indentures  (the
"Stevens Trust Indentures")  which secured  obligations of Stevens under certain
Time  Certificates and Fixed Rate  Investments.  Stevens defaulted on all of its
outstanding Time Certificates and Fixed Rate Investments.

     On February 1, 2002,  a  Complaint  (Adv.  No.  01-03105)  (the  "Adversary
Proceeding")  was filed  against  Colonial  and  other  parties  in the  Stevens
Bankruptcy  Proceeding  by  the  Trustee  for  the  Estate  of  Stevens.  In its
Complaint,  the Trustee  alleged that Colonial failed to perform its contractual
duties as Trustee  under the  Stevens  Trust  Indentures  and  breached  certain
fiduciary duties allegedly owed to the Stevens investors. The Complaint sought a
judgment  against  Colonial in the amount of $40 million for its alleged failure
to perform its contractual  duties under the Trust  Indentures and a judgment of
$92.6 million for  Colonial's  alleged breach of fiduciary  duties.  The Company
filed an Answer denying all material allegations of the Complaint.

     On December 4, 2002, an Order  Approving  Global  Compromise with Adversary
Defendants was entered in the Adversary  Proceedings  (the  "Order").  The Order
approved a Settlement  Agreement  between SFG (the  reorganized  debtor),  SFG's
Bankruptcy Estate, the Trustee for such Bankruptcy Estate (the "Trustee"), SFG's
investors who voted to accept SFG's Amended  Reorganization  Plan (collectively,
the "Settling  Plaintiffs"),  Colonial,  Colonial's E&O insurance carrier, SFG's
former accountants  (Harnden & Hamilton,  P.C.), the guarantor of certain of the
Time  Certificates  and Fixed Rate  Investments  (First Financial Trust Company,
Inc.),  certain  broker-dealers   involved  in  the  sale  of  SFG's  securities
(including  Greystone  Securities  Corporation),  certain former insiders of SFG
(including  Clarence  Stevens,  Patrick Robarge and Damian Sinclair) and certain
other third parties (the  "Settlement  Agreement").  Pursuant to the  Settlement
Agreement,  Colonial has agreed to pay  $100,000 to the  Trustee,  and the other
settling  defendants  agreed to make payments to the Trustee in various amounts,
which   payments  are  expected  to  be  funded  on  or  before   January  2003.
Additionally,  the Settling  Plaintiffs  and the other  settling  defendants all
released Colonial and the other settling  defendants from any and all claims and
liabilities  relating to SFG or the Adversary  Proceeding.  SFG (the reorganized
debtor) and the SFG Bankruptcy  Estate also  indemnified  Colonial and the other
settling  defendants  against any  contribution or indemnity  claims that may be
brought by parties who are not a party to the  Settlement  Agreement.  The Order
also released any other potential claims by third parties subject to the Court's
jurisdiction against Colonial and the other settling defendants.

     Additionally,  as part of the above settlement,  Colonial's E&O carrier has
reimbursed  Colonial  for  approximately  $39,000 in  additional  defense  costs
incurred by  Colonial.  The Company  will credit  these  expense  reimbursements
against the expense charges previously taken by the Company.

                  ITEM 7.  EXHIBITS
1.       Order Approving Global Compromise with Adversary Defendants.
2.       Global Settlement Agreement (including exhibits).


<page>

     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.

         December 23, 2002.                    COLONIAL TRUST COMPANY

                                               By:      /s/ John K. Johnson
                                                  John K. Johnson
                                                  Its Chief Executive Officer
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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": "03507608"}, "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 Act of 1934

       Date of Report (Date of earliest event reported): December 16, 2002

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

    ARIZONA                        0-18887                 75-2294862
(State or other             (Commission File No.)     (IRS Employer ID No.)
jurisdiction of
incorporation)

                   5336 N. 19th Avenue, Phoenix, Arizona 85015
               (Address of principal executive office) (Zip Code)

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

                 ______________________________________________
          (Former name or former address, if changed since last report)
-2-

                             COLONIAL TRUST COMPANY

                                    FORM 8-K

                                 CURRENT REPORT

ITEM 5.  OTHER EVENTS

     On March 19,  2001,  Stevens  Financial  Group,  Inc.  ("Stevens")  filed a
Voluntary  Petition under Chapter 11 of the United States Bankruptcy Code in the
United  States   Bankruptcy   Court  for  the  District  of  Arizona  (Case  No.
01-03105-ECF-RTB) (the "Stevens Bankruptcy Proceeding").  Colonial Trust Company
("Colonial")  previously  served as Trustee  under seven Trust  Indentures  (the
"Stevens Trust Indentures")  which secured  obligations of Stevens under certain
Time  Certificates and Fixed Rate  Investments.  Stevens defaulted on all of its
outstanding Time Certificates and Fixed Rate Investments.

     On February 1, 2002,  a  Complaint  (Adv.  No.  01-03105)  (the  "Adversary
Proceeding")  was filed  against  Colonial  and  other  parties  in the  Stevens
Bankruptcy  Proceeding  by  the  Trustee  for  the  Estate  of  Stevens.  In its
Complaint,  the Trustee  alleged that Colonial failed to perform its contractual
duties as Trustee  under the  Stevens  Trust  Indentures  and  breached  certain
fiduciary duties allegedly owed to the Stevens investors. The Complaint sought a
judgment  against  Colonial in the amount of $40 million for its alleged failure
to perform its contractual  duties under the Trust  Indentures and a judgment of
$92.6 million for  Colonial's  alleged breach of fiduciary  duties.  The Company
filed an Answer denying all material allegations of the Complaint.

     On December 4, 2002, an Order  Approving  Global  Compromise with Adversary
Defendants was entered in the Adversary  Proceedings  (the  "Order").  The Order
approved a Settlement  Agreement  between SFG (the  reorganized  debtor),  SFG's
Bankruptcy Estate, the Trustee for such Bankruptcy Estate (the "Trustee"), SFG's
investors who voted to accept SFG's Amended  Reorganization  Plan (collectively,
the "Settling  Plaintiffs"),  Colonial,  Colonial's E&O insurance carrier, SFG's
former accountants  (Harnden & Hamilton,  P.C.), the guarantor of certain of the
Time  Certificates  and Fixed Rate  Investments  (First Financial Trust Company,
Inc.),  certain  broker-dealers   involved  in  the  sale  of  SFG's  securities
(including  Greystone  Securities  Corporation),  certain former insiders of SFG
(including  Clarence  Stevens,  Patrick Robarge and Damian Sinclair) and certain
other third parties (the  "Settlement  Agreement").  Pursuant to the  Settlement
Agreement,  Colonial has agreed to pay  $100,000 to the  Trustee,  and the other
settling  defendants  agreed to make payments to the Trustee in various amounts,
which   payments  are  expected  to  be  funded  on  or  before   January  2003.
Additionally,  the Settling  Plaintiffs  and the other  settling  defendants all
released Colonial and the other settling  defendants from any and all claims and
liabilities  relating to SFG or the Adversary  Proceeding.  SFG (the reorganized
debtor) and the SFG Bankruptcy  Estate also  indemnified  Colonial and the other
settling  defendants  against any  contribution or indemnity  claims that may be
brought by parties who are not a party to the  Settlement  Agreement.  The Order
also released any other potential claims by third parties subject to the Court's
jurisdiction against Colonial and the other settling defendants.

     Additionally,  as part of the above settlement,  Colonial's E&O carrier has
reimbursed  Colonial  for  approximately  $39,000 in  additional  defense  costs
incurred by  Colonial.  The Company  will credit  these  expense  reimbursements
against the expense charges previously taken by the Company.

                  ITEM 7.  EXHIBITS
1.       Order Approving Global Compromise with Adversary Defendants.
2.       Global Settlement Agreement (including exhibits).
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.

         December 23, 2002.                    COLONIAL TRUST COMPANY

                                               By:      /s/ John K. Johnson
                                                  John K. Johnson
                                                  Its Chief Executive Officer