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): June 22, 2004


                             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 June 22, 2004,  Colonial Trust Company ("Colonial" or the "Corporation")
executed a First  Amendment  (the  "Amendment")  to the Purchase and  Assumption
Agreement,  dated  December  23,  2003,  with  Happy  Bancshares,  Inc.  and its
subsidiary,  Happy State Bank (the  "Agreement").  Capitalized terms not defined
herein have the meanings ascribed to them in the Agreement.

     Pursuant  to the  Amendment:  (i) the  parties  amended  Section 9.4 of the
Agreement to provide that it is a condition precedent to the obligation of Happy
State  Bank to close  under  the  Agreement  that the book  value of  Colonial-s
Corporate  Trust Assets  (excluding  the value of the Real Estate)  shall be not
less than $400,000  (computed in accordance with GAAP); (ii) the parties amended
Section 10.1 of the  Agreement to require that the Closing  under the  Agreement
must occur on or before  September 30, 2004,  unless  extended in writing by the
parties;  (iii) the  parties  added  certain  specified  accounts  as  Fiduciary
Accounts  as to which  Happy State Bank would be the  substitute  fiduciary  for
Colonial at the Closing;  and (iv) the parties  agreed that  certain  additional
Corporate  Trust  Receivables  would be  transferred  to Happy State Bank at the
Closing and specified  the purchase  price to be paid by Happy State Bank at the
Closing  for such  Receivables.  The  parties  further  agreed  that,  except as
modified by the Amendment, the Agreement remains in full force and effect.

Item 7.  Financial Statements and Exhibits.

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

                  99       First Amendment to Purchase and Assumption  Agreement
                           between Happy  Bancshares, Inc., Happy 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:    June 22, 2004.                    By:      /s/ John K. Johnson

                                           John K. Johnson
                                           President and Chief Executive Officer




                                  EXHIBIT INDEX

Exhibit Number             Description of Exhibit

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




                                   Exhibit 99

                               FIRST AMENDMENT TO
                        PURCHASE AND ASSUMPTION AGREEMENT

     THIS  FIRST  AMENDMENT  TO THE  PURCHASE  AND  ASSUMPTION  AGREEMENT  (this
"Amendment")  is made  and  executed  as of the 22nd  day of June  2004,  by and
between COLONIAL TRUST COMPANY,  an Arizona trust company (the "Colonial"),  and
HAPPY STATE BANK, a Texas banking  association  (f/k/a First State Bank) ("Happy
State Bank"),  and is joined in by Happy  Bancshares,  Inc., a Texas corporation
(the  "Company,"  and  collectively  with  Colonial  and Happy State  Bank,  the
"Parties").  Capitalized  terms not  defined  in this  Amendment  shall have the
meaning defined in that certain Purchase and Assumption  Agreement,  dated as of
December 23, 2003 (the "Agreement").

                              W I T N E S S E T H:

     WHEREAS,  the Parties have previously entered into the Agreement,  pursuant
to which  Happy  State Bank has  agreed to  purchase  certain  assets and assume
certain  liabilities  related to the Corporate Trust Business of Colonial on the
terms and conditions set forth in the Agreement;

     WHEREAS, it is the desire of the Parties to amend the Agreement.

     NOW THEREFORE,  for and in consideration of the foregoing and of the mutual
covenants  and  agreements   contained  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto,  intending to be legally bound hereby,  do undertake,  promise,
covenant and agree that the Agreement be, and hereby is, amended as follows:

1.   Amendment  to Section  9.4.  The  second  sentence  of  Section  9.4 of the
     Agreement is hereby amended in its entirety to read as follows:


          "At  the  Closing,  the  book  value  of the  Corporate  Trust  Assets
          (excluding  the  value of the  Real  Estate)  shall  be not less  than
          $400,000 computed in accordance with GAAP."

2.   Amendment to Section 10.1.  Section 10.1 of the Agreement is hereby amended
     in its entirety to read as follows:


          "10.1 Time and Place of Closing.  The consummation of the transactions
          provided  for herein will take place in a mutually  acceptable  manner
          and on a mutually  acceptable  day and place  ("Closing"  or  "Closing
          Date") on or before September 30, 2004,  unless extended in writing by
          the parties."

3.   Amendment to Schedule 1.4.  Schedule 1.4 to the Agreement is hereby amended
     to include the additional items listed on Schedule 1.4-1,  attached hereto,
     together with any receivables associated therewith.

4.   Agreements  with  Respect to  Schedules  1.1(b) and  4.15(b).  The  Parties
     acknowledge that the following  receivables,  listed in Schedule 1.1(b) and
     Schedule 4.15(b) to the Agreement, have been paid in full and are no longer
     outstanding:  (i) Sinking Fund  Accounts  Receivable - Chicago Whole Armour
     120243 and (ii) Sinking  Fund  Interest  Receivable - Chicago  Whole Armour
     120243.  The  Parties  also agree that Happy State Bank will  purchase  the
     following  receivables  (to the  extent  that they  appear  on the  updated
     Schedule  4.15(a)  contemplated by Sections 1.1 and 4.15 of the Agreement),
     and such  receivables  shall be included  in the  Corporate  Trust  Assets,
     notwithstanding  their inclusion on Schedule 1.1(b) and Schedule 4.15(b) to
     the  Agreement:  (i) Sinking Fund  Accounts  Receivable - Bethlehem  Temple
     130033 and (ii) Sinking Fund Interest  Receivable - Bethlehem Temple 130033
     (the "Bethlehem Temple Receivables"); provided, however, that the Bethlehem
     Temple  Receivables will be valued, for the purposes of the determining the
     purchase  price of the Corporate  Trust Assets under the  Agreement,  at an
     amount equal to 75% of the  principal  balance of the Sinking Fund Accounts
     Receivable  Bethlehem  Temple - 130033,  as of the  Closing  Date,  with no
     consideration  or  credit  for the  value of any  accrued  interest  in the
     Sinking Fund Interest Receivable - Bethlehem Temple - 130033.

5.   All Other Terms in Force.  Except as expressly  amended hereby,  all terms,
     provisions, conditions, covenants, representations and warranties contained
     in the Agreement  continue in full force and effect as originally  written.
     The Agreement, as hereby modified and amended, is ratified and confirmed.

6.   Multiple  Counterparts.  For the  convenience of the parties  hereto,  this
     First  Amendment  may be executed in multiple  counterparts,  each of which
     shall be deemed an original, and all counterparts hereof so executed by the
     parties hereto, whether or not such counterpart shall bear the execution of
     each of the parties  hereto,  shall be deemed to be, and shall be construed
     as, one and the same First Amendment.  A telecopy or facsimile transmission
     of a signed counterpart of this First Amendment shall be sufficient to bind
     the party or parties whose signature(s) appear thereon.

                                                       [Signature Page Follows]


          IN WITNESS  WHEREOF,  the parties  hereto have  executed and delivered
     this First Amendment as of the day and year first above written.



COLONIAL:                                      COLONIAL TRUST COMPANY,
                                               an Arizona trust company


                  ______________________________________________________________
                               John K. Johnson, President



HAPPY STATE BANK:                              HAPPY STATE BANK,
                                               a Texas state banking association

                  ______________________________________________________________
                               J. Pat Hickman, President



COMPANY:                                        HAPPY BANCSHARES, INC.,
                                                a Texas corporation


                  ______________________________________________________________
                               J. Pat Hickman, President




                                 Schedule 1.4-1
                      List of Additional Fiduciary Accounts

Bethlehem Temple, Rialto, CA

Baptist Foundation of Arizona Agency Accounts ("BFA")

Hillsborough  County Industrial  Development  Authority (aka Tampa Bay Christian
Center")

Bellagio at Bermuda  Dunes  Community  Association  2000  Series A Bonds  Rancho
Lucerne, California project:

          Chimney Rock Community Association Lease Revenue Bonds 1999 Series A

          Chimney Rock Community Association Lease Revenue Bonds 1999 Series B

          The Legends Golf Club Community  Association  Lease Revenue Bonds 2000
          Series A

          The Legends Golf Club Community  Association  Lease Revenue Bonds 2000
          Series B

Roddy Ranch Public Financing Authority Certificates of Participation 2000 Series

A Sierra Foothills, Fresno. CA project:
          Sierra Foothills Public Utility District Certificates of Participation
          1999 Series A

          Sierra Foothills Public Utility District Revenue Bonds 2000 Series A

          Sierra Foothills Public Utility District Certificates of Participation
          2000 Series B

          Desert Springs Community Corporation 1999 Series A
[{"type": "8-K", "sequence": "1", "filename": "ctc8k.txt", "description": "COLONIAL TRUST 8K", "secsgml_size_bytes": 11461}]
{"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": "04878117"}, "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): June 22, 2004

                             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 June 22, 2004,  Colonial Trust Company ("Colonial" or the "Corporation")
executed a First  Amendment  (the  "Amendment")  to the Purchase and  Assumption
Agreement,  dated  December  23,  2003,  with  Happy  Bancshares,  Inc.  and its
subsidiary,  Happy State Bank (the  "Agreement").  Capitalized terms not defined
herein have the meanings ascribed to them in the Agreement.

     Pursuant  to the  Amendment:  (i) the  parties  amended  Section 9.4 of the
Agreement to provide that it is a condition precedent to the obligation of Happy
State  Bank to close  under  the  Agreement  that the book  value of  Colonial-s
Corporate  Trust Assets  (excluding  the value of the Real Estate)  shall be not
less than $400,000  (computed in accordance with GAAP); (ii) the parties amended
Section 10.1 of the  Agreement to require that the Closing  under the  Agreement
must occur on or before  September 30, 2004,  unless  extended in writing by the
parties;  (iii) the  parties  added  certain  specified  accounts  as  Fiduciary
Accounts  as to which  Happy State Bank would be the  substitute  fiduciary  for
Colonial at the Closing;  and (iv) the parties  agreed that  certain  additional
Corporate  Trust  Receivables  would be  transferred  to Happy State Bank at the
Closing and specified  the purchase  price to be paid by Happy State Bank at the
Closing  for such  Receivables.  The  parties  further  agreed  that,  except as
modified by the Amendment, the Agreement remains in full force and effect.

Item 7.  Financial Statements and Exhibits.

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

                  99       First Amendment to Purchase and Assumption  Agreement
                           between Happy  Bancshares, Inc., Happy 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:    June 22, 2004.                    By:      /s/ John K. Johnson

                                           John K. Johnson
                                           President and Chief Executive Officer

                                  EXHIBIT INDEX

Exhibit Number             Description of Exhibit

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

                                   Exhibit 99

                               FIRST AMENDMENT TO
                        PURCHASE AND ASSUMPTION AGREEMENT

     THIS  FIRST  AMENDMENT  TO THE  PURCHASE  AND  ASSUMPTION  AGREEMENT  (this
"Amendment")  is made  and  executed  as of the 22nd  day of June  2004,  by and
between COLONIAL TRUST COMPANY,  an Arizona trust company (the "Colonial"),  and
HAPPY STATE BANK, a Texas banking  association  (f/k/a First State Bank) ("Happy
State Bank"),  and is joined in by Happy  Bancshares,  Inc., a Texas corporation
(the  "Company,"  and  collectively  with  Colonial  and Happy State  Bank,  the
"Parties").  Capitalized  terms not  defined  in this  Amendment  shall have the
meaning defined in that certain Purchase and Assumption  Agreement,  dated as of
December 23, 2003 (the "Agreement").

                              W I T N E S S E T H:

     WHEREAS,  the Parties have previously entered into the Agreement,  pursuant
to which  Happy  State Bank has  agreed to  purchase  certain  assets and assume
certain  liabilities  related to the Corporate Trust Business of Colonial on the
terms and conditions set forth in the Agreement;

     WHEREAS, it is the desire of the Parties to amend the Agreement.

     NOW THEREFORE,  for and in consideration of the foregoing and of the mutual
covenants  and  agreements   contained  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto,  intending to be legally bound hereby,  do undertake,  promise,
covenant and agree that the Agreement be, and hereby is, amended as follows:

1.   Amendment  to Section  9.4.  The  second  sentence  of  Section  9.4 of the
     Agreement is hereby amended in its entirety to read as follows:

          "At  the  Closing,  the  book  value  of the  Corporate  Trust  Assets
          (excluding  the  value of the  Real  Estate)  shall  be not less  than
          $400,000 computed in accordance with GAAP."

2.   Amendment to Section 10.1.  Section 10.1 of the Agreement is hereby amended
     in its entirety to read as follows:

          "10.1 Time and Place of Closing.  The consummation of the transactions
          provided  for herein will take place in a mutually  acceptable  manner
          and on a mutually  acceptable  day and place  ("Closing"  or  "Closing
          Date") on or before September 30, 2004,  unless extended in writing by
          the parties."

3.   Amendment to Schedule 1.4.  Schedule 1.4 to the Agreement is hereby amended
     to include the additional items listed on Schedule 1.4-1,  attached hereto,
     together with any receivables associated therewith.

4.   Agreements  with  Respect to  Schedules  1.1(b) and  4.15(b).  The  Parties
     acknowledge that the following  receivables,  listed in Schedule 1.1(b) and
     Schedule 4.15(b) to the Agreement, have been paid in full and are no longer
     outstanding:  (i) Sinking Fund  Accounts  Receivable - Chicago Whole Armour
     120243 and (ii) Sinking  Fund  Interest  Receivable - Chicago  Whole Armour
     120243.  The  Parties  also agree that Happy State Bank will  purchase  the
     following  receivables  (to the  extent  that they  appear  on the  updated
     Schedule  4.15(a)  contemplated by Sections 1.1 and 4.15 of the Agreement),
     and such  receivables  shall be included  in the  Corporate  Trust  Assets,
     notwithstanding  their inclusion on Schedule 1.1(b) and Schedule 4.15(b) to
     the  Agreement:  (i) Sinking Fund  Accounts  Receivable - Bethlehem  Temple
     130033 and (ii) Sinking Fund Interest  Receivable - Bethlehem Temple 130033
     (the "Bethlehem Temple Receivables"); provided, however, that the Bethlehem
     Temple  Receivables will be valued, for the purposes of the determining the
     purchase  price of the Corporate  Trust Assets under the  Agreement,  at an
     amount equal to 75% of the  principal  balance of the Sinking Fund Accounts
     Receivable  Bethlehem  Temple - 130033,  as of the  Closing  Date,  with no
     consideration  or  credit  for the  value of any  accrued  interest  in the
     Sinking Fund Interest Receivable - Bethlehem Temple - 130033.

5.   All Other Terms in Force.  Except as expressly  amended hereby,  all terms,
     provisions, conditions, covenants, representations and warranties contained
     in the Agreement  continue in full force and effect as originally  written.
     The Agreement, as hereby modified and amended, is ratified and confirmed.

6.   Multiple  Counterparts.  For the  convenience of the parties  hereto,  this
     First  Amendment  may be executed in multiple  counterparts,  each of which
     shall be deemed an original, and all counterparts hereof so executed by the
     parties hereto, whether or not such counterpart shall bear the execution of
     each of the parties  hereto,  shall be deemed to be, and shall be construed
     as, one and the same First Amendment.  A telecopy or facsimile transmission
     of a signed counterpart of this First Amendment shall be sufficient to bind
     the party or parties whose signature(s) appear thereon.

                                                       [Signature Page Follows]

          IN WITNESS  WHEREOF,  the parties  hereto have  executed and delivered
     this First Amendment as of the day and year first above written.

COLONIAL:                                      COLONIAL TRUST COMPANY,
                                               an Arizona trust company

                  ______________________________________________________________
                               John K. Johnson, President

HAPPY STATE BANK:                              HAPPY STATE BANK,
                                               a Texas state banking association

                  ______________________________________________________________
                               J. Pat Hickman, President

COMPANY:                                        HAPPY BANCSHARES, INC.,
                                                a Texas corporation

                  ______________________________________________________________
                               J. Pat Hickman, President

                                 Schedule 1.4-1
                      List of Additional Fiduciary Accounts

Bethlehem Temple, Rialto, CA

Baptist Foundation of Arizona Agency Accounts ("BFA")

Hillsborough  County Industrial  Development  Authority (aka Tampa Bay Christian
Center")

Bellagio at Bermuda  Dunes  Community  Association  2000  Series A Bonds  Rancho
Lucerne, California project:

          Chimney Rock Community Association Lease Revenue Bonds 1999 Series A

          Chimney Rock Community Association Lease Revenue Bonds 1999 Series B

          The Legends Golf Club Community  Association  Lease Revenue Bonds 2000
          Series A

          The Legends Golf Club Community  Association  Lease Revenue Bonds 2000
          Series B

Roddy Ranch Public Financing Authority Certificates of Participation 2000 Series

A Sierra Foothills, Fresno. CA project:
          Sierra Foothills Public Utility District Certificates of Participation
          1999 Series A

          Sierra Foothills Public Utility District Revenue Bonds 2000 Series A

          Sierra Foothills Public Utility District Certificates of Participation
          2000 Series B

          Desert Springs Community Corporation 1999 Series A