<PAGE>1

                       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>2

Item 5.   Other Events and Required FD Disclosure.

     On March 26, 2004, Colonial Trust Company ("Colonial" or the "Corporation")
entered into a Purchase and Assumption  Agreement with Heartland  Financial USA,
Inc. ("Heartland") and its subsidiary,  Dubuque Bank and Trust Company ("DB&T"),
as amended by that  Addendum to Purchase and  Assumption  Agreement  dated as of
April 26, 2004 between Heartland,  DB&T, Arizona Bank and Trust, a subsidiary of
Heartland,  and  Colonial  (collectively,  the  "Agreement").  Pursuant  to  the
Agreement,  Colonial agreed,  subject to the satisfaction of certain  conditions
described in the Agreement,  to transfer to AB&T substantially all of the assets
of  its  Wealth  Management  group  ("Wealth  Management"),   including  without
limitation (a) certain accrued fees,  receivables,  prepaid  expenses and rights
under  fiduciary  and agency  accounts and  agreements  ("Contracts")  of Wealth
Management,  (b) all equipment and personal  property used in the conduct of the
business of Wealth Management, (c) all customer lists, customer leads, and other
confidential and proprietary information relating to Wealth Management,  and (d)
the goodwill  related to Wealth  Management.  DB&T also agreed to assume certain
liabilities associated with Wealth Management,  including without limitation (i)
Wealth  Management's  accrued  expenses  during the calendar  month in which the
Closing  occurs,  (ii) all  liabilities  relating to servicing  the fiduciary or
agency  accounts  after the  Closing,  (iii) a prorated  portion of the personal
property  and  other  taxes  related  to  the  Wealth  Management  Assets  being
purchased,  and (iv) liabilities under a software maintenance agreement utilized
by Colonial in the Wealth Management business.

     The parties  further agreed that at the Closing under the  Agreement,  AB&T
would be the substitute  fiduciary for Colonial on each of Colonial's  fiduciary
and agency  accounts  that can be  assigned  to AB&T at the  Closing,  and that,
effective as of such  Closing,  Colonial  would be released  from all  fiduciary
duties with respect to such accounts.  Additionally, the parties agreed that, as
to fiduciary or agency accounts that have not been transferred as of the Closing
Date ("Incomplete Accounts"),  (i) AB&T will assume the administrative functions
as to all Incomplete  Accounts as of the Closing Date,  (ii) upon receipt of all
necessary  approvals to the transfer of an Incomplete  Account,  such Incomplete
Account  will be  transferred  to AB&T,  (iii) all fees  relating to  Incomplete
Accounts  will be paid to AB&T  beginning on the Closing Date of the  Agreement,
(iv) DB&T will pay to Colonial on the last day of each month the purchase  price
applicable to all Incomplete  Accounts which are  transferred to AB&T during the
previous  month,  and (v) in the  event  that all  Incomplete  Accounts  are not
transferred  to AB&T  within 120 days of the Closing  Date under the  Agreement,
Colonial may, at any time thereafter,  terminate the arrangement described above
as to Incomplete  Accounts and transfer the  applicable  Incomplete  Accounts to
another party. It is anticipated that AB&T would operate Wealth  Management from
the portion of  Colonial's  current  headquarters  located in  Phoenix,  Arizona
currently  utilized  by Wealth  Management  for a period  not to exceed one year
following the Closing under the Agreement.

<PAGE>3

     The  purchase  price to be paid by DB&T at the Closing will be paid in cash
and will equal the sum of (i) 1.88 times the amount of the annual recurring fees
during  the last 12  months  ending  on the last  day of the  month  immediately
preceding  the month in which the Closing  occurs that are  attributable  to the
fiduciary  and agency  accounts in  existence on January 20, 2004 for which AB&T
succeeds  Colonial at the  Closing;  (ii) 1.0 times the amount of the  estimated
annual  recurring  fees from the  fiduciary  and agency  accounts that come into
existence after January 20, 2004 for which AB&T succeeds Colonial; and (iii) the
book value of the equipment and personal  property,  prepaid  expenses and other
tangible assets being purchased;  provided,  however,  that the estimated annual
recurring fees referenced in "i" and "ii" immediately above will be prorated for
accounts  that have been in existence  for less than 12 months as of the Closing
under the Agreement.

     AB&T is expected  to offer  employment,  effective  as of the  Closing,  to
substantially all of the current employees of Wealth Management, including Bruce
Mitchell,  Colonial's  Vice  President  and  Manager  - Wealth  Management,  and
Patricia  Heitter,  a Vice President of Colonial.  Mr.  Mitchell and Ms. Heitter
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,  Colonial's transfer at
the Closing of fiduciary and agency  accounts  representing  at least 67% of all
the  recurring  fees received by Colonial for such  services,  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 third quarter of 2004.


Item 7. Financial Statements and Exhibits.

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

            99(a) Purchase and Assumption  Agreement between Heartland Financial
            USA,  Inc.,  Dubuque  Bank and Trust  Company,  and  Colonial  Trust
            Company

            99(b)  Addendum  to  Purchase  and  Assumption   Agreement   between
            Heartland  Financial  USA,  Inc.,  Dubuque  Bank and Trust  Company,
            Arizona Bank and Trust Company, and Colonial Trust Company.


<PAGE>4



                                    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: April  27, 2004.                      By:      /s/ John K. Johnson

                                                     John K. Johnson
                                                     President and
                                                     Chief Executive Officer



                                                   EXHIBIT INDEX

Exhibit Number             Description of Exhibit

99(a)                      Purchase and Assumption  Agreement between  Heartland
                           Financial USA, Inc.,  Dubuque Bank and  Trust Company
                           and Colonial Trust Company.

99(b)                      Addendum to Purchase and Assumption Agreement between
                           Heartland Financial USA, Inc., Dubuque Bank and Trust
                           Company, Arizona Bank and Trust Company, and Colonial
                           Trust Company.
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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": "04757934"}, "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"}}
1

                       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)
2

Item 5.   Other Events and Required FD Disclosure.

     On March 26, 2004, Colonial Trust Company ("Colonial" or the "Corporation")
entered into a Purchase and Assumption  Agreement with Heartland  Financial USA,
Inc. ("Heartland") and its subsidiary,  Dubuque Bank and Trust Company ("DB&T"),
as amended by that  Addendum to Purchase and  Assumption  Agreement  dated as of
April 26, 2004 between Heartland,  DB&T, Arizona Bank and Trust, a subsidiary of
Heartland,  and  Colonial  (collectively,  the  "Agreement").  Pursuant  to  the
Agreement,  Colonial agreed,  subject to the satisfaction of certain  conditions
described in the Agreement,  to transfer to AB&T substantially all of the assets
of  its  Wealth  Management  group  ("Wealth  Management"),   including  without
limitation (a) certain accrued fees,  receivables,  prepaid  expenses and rights
under  fiduciary  and agency  accounts and  agreements  ("Contracts")  of Wealth
Management,  (b) all equipment and personal  property used in the conduct of the
business of Wealth Management, (c) all customer lists, customer leads, and other
confidential and proprietary information relating to Wealth Management,  and (d)
the goodwill  related to Wealth  Management.  DB&T also agreed to assume certain
liabilities associated with Wealth Management,  including without limitation (i)
Wealth  Management's  accrued  expenses  during the calendar  month in which the
Closing  occurs,  (ii) all  liabilities  relating to servicing  the fiduciary or
agency  accounts  after the  Closing,  (iii) a prorated  portion of the personal
property  and  other  taxes  related  to  the  Wealth  Management  Assets  being
purchased,  and (iv) liabilities under a software maintenance agreement utilized
by Colonial in the Wealth Management business.

     The parties  further agreed that at the Closing under the  Agreement,  AB&T
would be the substitute  fiduciary for Colonial on each of Colonial's  fiduciary
and agency  accounts  that can be  assigned  to AB&T at the  Closing,  and that,
effective as of such  Closing,  Colonial  would be released  from all  fiduciary
duties with respect to such accounts.  Additionally, the parties agreed that, as
to fiduciary or agency accounts that have not been transferred as of the Closing
Date ("Incomplete Accounts"),  (i) AB&T will assume the administrative functions
as to all Incomplete  Accounts as of the Closing Date,  (ii) upon receipt of all
necessary  approvals to the transfer of an Incomplete  Account,  such Incomplete
Account  will be  transferred  to AB&T,  (iii) all fees  relating to  Incomplete
Accounts  will be paid to AB&T  beginning on the Closing Date of the  Agreement,
(iv) DB&T will pay to Colonial on the last day of each month the purchase  price
applicable to all Incomplete  Accounts which are  transferred to AB&T during the
previous  month,  and (v) in the  event  that all  Incomplete  Accounts  are not
transferred  to AB&T  within 120 days of the Closing  Date under the  Agreement,
Colonial may, at any time thereafter,  terminate the arrangement described above
as to Incomplete  Accounts and transfer the  applicable  Incomplete  Accounts to
another party. It is anticipated that AB&T would operate Wealth  Management from
the portion of  Colonial's  current  headquarters  located in  Phoenix,  Arizona
currently  utilized  by Wealth  Management  for a period  not to exceed one year
following the Closing under the Agreement.
3

     The  purchase  price to be paid by DB&T at the Closing will be paid in cash
and will equal the sum of (i) 1.88 times the amount of the annual recurring fees
during  the last 12  months  ending  on the last  day of the  month  immediately
preceding  the month in which the Closing  occurs that are  attributable  to the
fiduciary  and agency  accounts in  existence on January 20, 2004 for which AB&T
succeeds  Colonial at the  Closing;  (ii) 1.0 times the amount of the  estimated
annual  recurring  fees from the  fiduciary  and agency  accounts that come into
existence after January 20, 2004 for which AB&T succeeds Colonial; and (iii) the
book value of the equipment and personal  property,  prepaid  expenses and other
tangible assets being purchased;  provided,  however,  that the estimated annual
recurring fees referenced in "i" and "ii" immediately above will be prorated for
accounts  that have been in existence  for less than 12 months as of the Closing
under the Agreement.

     AB&T is expected  to offer  employment,  effective  as of the  Closing,  to
substantially all of the current employees of Wealth Management, including Bruce
Mitchell,  Colonial's  Vice  President  and  Manager  - Wealth  Management,  and
Patricia  Heitter,  a Vice President of Colonial.  Mr.  Mitchell and Ms. Heitter
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,  Colonial's transfer at
the Closing of fiduciary and agency  accounts  representing  at least 67% of all
the  recurring  fees received by Colonial for such  services,  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 third quarter of 2004.

Item 7. Financial Statements and Exhibits.

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

            99(a) Purchase and Assumption  Agreement between Heartland Financial
            USA,  Inc.,  Dubuque  Bank and Trust  Company,  and  Colonial  Trust
            Company

            99(b)  Addendum  to  Purchase  and  Assumption   Agreement   between
            Heartland  Financial  USA,  Inc.,  Dubuque  Bank and Trust  Company,
            Arizona Bank and Trust Company, and Colonial Trust Company.
4

                                    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: April  27, 2004.                      By:      /s/ John K. Johnson

                                                     John K. Johnson
                                                     President and
                                                     Chief Executive Officer

                                                   EXHIBIT INDEX

Exhibit Number             Description of Exhibit

99(a)                      Purchase and Assumption  Agreement between  Heartland
                           Financial USA, Inc.,  Dubuque Bank and  Trust Company
                           and Colonial Trust Company.

99(b)                      Addendum to Purchase and Assumption Agreement between
                           Heartland Financial USA, Inc., Dubuque Bank and Trust
                           Company, Arizona Bank and Trust Company, and Colonial
                           Trust Company.