UNITED STATES
                       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) August 31, 2004


                             Colonial Trust Company
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Arizona                    000-18887                     75-2294862
-------------------------------------------------------------------------------
(State or other jurisdiction      (Commission                   (IRS Employer
     of incorporation)             File Number)              Identification No.)


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

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


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


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

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

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



ITEM 2.01         Completion of Acquisition or Disposition of Assets

     On  August  31,  2004,   Colonial   Trust   Company   ("Colonial"   or  the
"Corporation")  closed on (i) the sale of its Corporate  Trust Division to Happy
Bancshares,  Inc. and its subsidiary,  Happy State Bank,  pursuant to a Purchase
and  Assumption  Agreement  dated  December 30,  2003,  as amended by that First
Amendment  to  Purchase  and  Assumption  Agreement  dated  June 22,  2004  (the
"Corporate Trust Sale"), and (ii) the sale of its Wealth Management  Division to
Dubuque  Bank  and  Trust  Company,  Arizona  Bank  &  Trust  and  their  parent
corporation,   Heartland  Financial  USA,  Inc.,  pursuant  to  a  Purchase  and
Assumption  Agreement  dated  March 26,  2004,  as amended by that  Addendum  to
Purchase and Assumption  Agreement dated April 26, 2004 (the "Wealth  Management
Sale").  The Closings of the Corporate Trust Sale and the Wealth Management Sale
followed  approval  of both of such  Sales  (and  the  Plan of  Liquidation  and
Dissolution of Colonial) by Colonial  stockholders at Colonial's Special Meeting
of Stockholders held on August 9, 2004.

     At the Closing of the Corporate Trust Sale,  Happy State Bank paid Colonial
$2,141,159 in cash, which included the following (i) $975,296,  representing the
book value of Colonial's Corporate Trust Assets which were purchased,  excluding
real property,  plus (ii) real property with an  agreed-upon  value of $819,000,
plus (iii)  $550,000,  representing  a goodwill  premium,  minus (iv)  $203,137,
representing  the book value of  Corporate  Trust  liabilities  assumed by Happy
State Bank.

     At the  Closing  of the  Wealth  Management  Sale,  Dubuque  Bank and Trust
Company/Arizona  Bank & Trust paid Colonial  $2,298,636 in cash,  which included
the following (i) $2,024,563,  representing the annual recurring fees during the
twelve months ended July 31, 2004  attributable to fiduciary and agency accounts
which were in  existence  on January 20,  2004,  multiplied  by 1.88,  plus (ii)
$100,513,  representing  the estimated  annual  recurring fees for fiduciary and
agency  accounts which came into existence  between  January 20, 2004 and August
31, 2004,  plus (iii)  $207,616,  representing  the book value of certain  other
assets of the Wealth Management Group which were purchased,  minus (iv) $34,056,
representing certain accrued fees and expenses.

     The purchase  prices set forth above for both the Corporate  Trust Sale and
the  Personal  Trust Sale are  subject  to  post-Closing  adjustments.  With two
exceptions   described  below,   Colonial   anticipates  that  the  post-Closing
adjustments  will not result in a material  increase or decrease in the purchase
price received in either  transaction.  Colonial  anticipates  that the purchase
prices  for the  Corporate  Trust Sale and the  Wealth  Management  Sale will be
adjusted to reflect  the  conversion  of two trust  receivables  to cash.  These
receivables  were  included in the purchase  prices paid for the above Sales but
were converted to cash  subsequent to the  calculation  of the purchase  prices.
Although the foregoing will result in  post-closing  adjustments of the purchase
prices  in the  above  Sales,  it will  not  affect  the  cash  available  to be
distributed  by  Colonial  to its former  stockholders  pursuant  to the Plan of
Liquidation and Dissolution.




                                   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.

                                             Colonial Trust Company


Date:  September 14, 2004                    By:  /s/ Gerald G. Morgan, Jr.
                                                      Gerald G. Morgan, Jr.
                                             Its:     President
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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": "041029906"}, "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"}}
UNITED STATES
                       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) August 31, 2004

                             Colonial Trust Company
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Arizona                    000-18887                     75-2294862
-------------------------------------------------------------------------------
(State or other jurisdiction      (Commission                   (IRS Employer
     of incorporation)             File Number)              Identification No.)

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

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

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

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

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

ITEM 2.01         Completion of Acquisition or Disposition of Assets

     On  August  31,  2004,   Colonial   Trust   Company   ("Colonial"   or  the
"Corporation")  closed on (i) the sale of its Corporate  Trust Division to Happy
Bancshares,  Inc. and its subsidiary,  Happy State Bank,  pursuant to a Purchase
and  Assumption  Agreement  dated  December 30,  2003,  as amended by that First
Amendment  to  Purchase  and  Assumption  Agreement  dated  June 22,  2004  (the
"Corporate Trust Sale"), and (ii) the sale of its Wealth Management  Division to
Dubuque  Bank  and  Trust  Company,  Arizona  Bank  &  Trust  and  their  parent
corporation,   Heartland  Financial  USA,  Inc.,  pursuant  to  a  Purchase  and
Assumption  Agreement  dated  March 26,  2004,  as amended by that  Addendum  to
Purchase and Assumption  Agreement dated April 26, 2004 (the "Wealth  Management
Sale").  The Closings of the Corporate Trust Sale and the Wealth Management Sale
followed  approval  of both of such  Sales  (and  the  Plan of  Liquidation  and
Dissolution of Colonial) by Colonial  stockholders at Colonial's Special Meeting
of Stockholders held on August 9, 2004.

     At the Closing of the Corporate Trust Sale,  Happy State Bank paid Colonial
$2,141,159 in cash, which included the following (i) $975,296,  representing the
book value of Colonial's Corporate Trust Assets which were purchased,  excluding
real property,  plus (ii) real property with an  agreed-upon  value of $819,000,
plus (iii)  $550,000,  representing  a goodwill  premium,  minus (iv)  $203,137,
representing  the book value of  Corporate  Trust  liabilities  assumed by Happy
State Bank.

     At the  Closing  of the  Wealth  Management  Sale,  Dubuque  Bank and Trust
Company/Arizona  Bank & Trust paid Colonial  $2,298,636 in cash,  which included
the following (i) $2,024,563,  representing the annual recurring fees during the
twelve months ended July 31, 2004  attributable to fiduciary and agency accounts
which were in  existence  on January 20,  2004,  multiplied  by 1.88,  plus (ii)
$100,513,  representing  the estimated  annual  recurring fees for fiduciary and
agency  accounts which came into existence  between  January 20, 2004 and August
31, 2004,  plus (iii)  $207,616,  representing  the book value of certain  other
assets of the Wealth Management Group which were purchased,  minus (iv) $34,056,
representing certain accrued fees and expenses.

     The purchase  prices set forth above for both the Corporate  Trust Sale and
the  Personal  Trust Sale are  subject  to  post-Closing  adjustments.  With two
exceptions   described  below,   Colonial   anticipates  that  the  post-Closing
adjustments  will not result in a material  increase or decrease in the purchase
price received in either  transaction.  Colonial  anticipates  that the purchase
prices  for the  Corporate  Trust Sale and the  Wealth  Management  Sale will be
adjusted to reflect  the  conversion  of two trust  receivables  to cash.  These
receivables  were  included in the purchase  prices paid for the above Sales but
were converted to cash  subsequent to the  calculation  of the purchase  prices.
Although the foregoing will result in  post-closing  adjustments of the purchase
prices  in the  above  Sales,  it will  not  affect  the  cash  available  to be
distributed  by  Colonial  to its former  stockholders  pursuant  to the Plan of
Liquidation and Dissolution.

                                   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.

                                             Colonial Trust Company

Date:  September 14, 2004                    By:  /s/ Gerald G. Morgan, Jr.
                                                      Gerald G. Morgan, Jr.
                                             Its:     President