SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                ----------------

                            GEORGIA BANCSHARES, INC.
                            ------------------------
             (Exact Name of Registrant as Specified in Its Charter)

            Georgia                                    58-2646154
           ---------                                  ------------
  (State or Other Jurisdiction of                   (I.R.S. Employer
   Incorporation or Organization)                 Identification Number)


                               100 Westpark Drive
                          Peachtree City, Georgia 30269
                          -----------------------------
                    (Address of Principal Executive Offices)

               Georgia Bancshares, Inc. 2001 Stock Incentive Plan
                               Organizer Warrants
                            (Full Title of the Plan)

                              Ira P. Shepherd, III
                      President and Chief Executive Officer
                            Georgia Bancshares, Inc.
                               100 Westpark Drive
                          Peachtree City, Georgia 30269
                                 (770) 631-9488
                                 --------------
           (Name, address, and telephone number of agent for service)

                        --------------------------------

                              Copies Requested to:
                                 Neil E. Grayson
                             Jason R. Wolfersberger
                   Nelson Mullins Riley & Scarborough, L.L.P.
                     999 Peachtree Street, N.E., Suite 1400
                             Atlanta, Georgia 30309
                               (404) 817-6000
                               (404) 817-6050 (Fax)

                        --------------------------------


<TABLE>
<CAPTION>
 Title of Securities              Amount to be     Proposed Maximum       Proposed Maximum         Amount of
  to be Registered                 Registered       Offering Price       Aggregate Offering    Registration Fee
                                                        per Share               Price
----------------------------------------------------------------------------------------------------------------

<S>                               <C>                  <C>                 <C>                     <C>
Common Stock, $.01 par value      350,636(1)           $16.00(2)           $5,610,176(2)           $516.14
----------------------------------------------------------------------------------------------------------------

Common Stock, $.01 par value      544,013(3)            $6.40(4)           $3,481,683(4)           $320.31
----------------------------------------------------------------------------------------------------------------

<FN>
(1)  Represents  shares of common stock  issuable  under the Georgia  Bancshares
     2001 Stock Incentive Plan.
(2)  In  accordance  with Rule 457(c),  the  registration  fee is based upon the
     average  of the bid and  asked  price as of May 27,  2003.
(3)  Represents  shares of  common  stock  underlying  warrants  granted  to our
     organizers.
(4)  In  accordance  with Rule 457(g),  the  registration  fee is based upon the
     price at which the warrant may be exercised.
</FN>
</TABLE>

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

<PAGE>


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by us with the SEC are incorporated by
reference into this registration statement, and all documents subsequently filed
by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 shall be incorporated by reference in this registration statement
and shall be a part of this registration statement from the date of filing of
the documents:

               o   Our Annual Report on Form 10-KSB for the year ended  December
                   31,  2002 filed with the SEC on March 26,  2003 as amended on
                   March 28, 2003 and May 19, 2003; and
               o   Our Quarterly Report on Form10-QSB for the period ended March
                   31, 2003 filed with the SEC on May 13, 2003.

Item 4.  Description of Securities.

         No response to this item is required.

Item 5.  Interests of Named Experts and Counsel.

         No response to this item is required.

Item 6.  Indemnification of Directors and Officers.

         The Georgia Business Corporation Code (the "Georgia Law") permits a
corporation to eliminate or limit the personal liability of a director to the
corporation or its shareholders for monetary damages for a breach of duty,
provided that no provision shall eliminate or limit the liability of a director
for: an appropriation of any business opportunity of the corporation; any act or
omission which involves an intentional misconduct or a knowing violation of law;
any transaction from which the director derives an improper personal benefit; or
any distribution that is illegal under Section 14-2-832 of the Georgia Law. Our
articles of incorporation contain a provision which limits the liability of a
director to the company or its shareholders for any breach of duty as a director
except for a breach of duty for which the Georgia Law prohibits such limitation
of liability. This provision does not limit the right of the company or its
shareholders to seek injunctive or other equitable relief not involving monetary
damages.

         Our articles of incorporation and bylaws contain certain provisions
which provide indemnification to our directors that is broader than the
protection expressly mandated in Sections 14-2-852 and 14-2-857 of the Georgia
Law. If a director or officer of the company has been wholly successful, on the
merits or otherwise, in the defense of any action or proceeding brought by
reason of the fact that such person was a director or officer of the company,
Sections 14-2-852 and 14-2-857 of the Georgia Law would require the company to
indemnify such person against expenses (including attorneys' fees) actually and
reasonably incurred in connection therewith. The Georgia Law expressly allows
the company to provide for greater indemnification rights to its officers and
directors, subject to shareholder approval.

         The indemnification provisions in our articles of incorporation and
bylaws require us to indemnify and hold harmless each of our directors,
officers, employees and agents to the extent that he or she is or was a party,
or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that such person is or was a director,
officer, employee or agent of the company, against expenses (including, but not
limited to, attorneys' fees and disbursements, court costs and expert witness
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with the action, suit or proceeding.
Indemnification would be disallowed under any circumstances where
indemnification may not be authorized by action of the board of directors, the
shareholders or otherwise. Indemnified persons would also be entitled to have
the company advance expenses prior to the final disposition of the proceeding.
If it is ultimately determined that they are not entitled to indemnification,
however, such amounts must be repaid.

         We have the power, under our bylaws, to obtain insurance on behalf of
any director, officer, employee or agent of the company against any liability
asserted against or incurred by such person in any such capacity, whether or not
the



                                       2
<PAGE>

company has the power to indemnify such person against such liability at
that time under the articles of incorporation, bylaws or the Georgia Law.

         The Securities and Exchange Commission has informed us that
indemnification for officers, directors, and controlling persons for liabilities
arising under the Securities Act of 1933 is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

         No response to this item is required.

Item 8.  Exhibits.

         The following exhibits are filed with this Registration Statement:

Exhibit
Number         Description of Exhibit
------         ----------------------

  4.1          Articles  of  Incorporation  of  the  Company   (incorporated  by
               reference to Exhibit 3.1 of the Company's  Registration Statement
               on Form SB-2; File No. 333-74710)

  4.2          Bylaws of the Company  (incorporated  by reference to Exhibit 3.2
               of the Company's  Registration  Statement on Form SB-2;  File No.
               333-74710)

  4.3          Georgia Bancshares,  Inc. 2001 Stock Incentive Plan (incorporated
               by  reference  to  Exhibit  10.1  of the  Company's  Registration
               Statement on Form SB-2; File No. 333-74710)

  4.4          Form of Warrant  Agreement  (incorporated by reference to Exhibit
               10.2 of the Company's  Registration  Statement on Form SB-2; File
               No. 333-74710)

  4.5          Form of First  Amendment to Warrant  Agreement  (incorporated  by
               reference to Exhibit 10.3 of the Company's Registration Statement
               on Form SB-2; File No. 333-74710)

  4.6          Form of Second  Amendment to Warrant  Agreement  (incorporated by
               reference to Exhibit 10.4 of the Company's Registration Statement
               on Form SB-2; File No. 333-74710)

  4.7          Form of Third  Amendment to Warrant  Agreement  (incorporated  by
               reference to Exhibit 10.2 of the Company's Form 10-KSB  Amendment
               No. 2 for the period ended December 31, 2002).

  5.1          Legal Opinion of Nelson Mullins Riley & Scarborough, L.L.P.

  10.1         Real  Estate  Agreement  dated June 1, 1999  between  The Bank of
               Georgia and Charles B. Miles & S. Reid Hutchings (incorporated by
               reference to Exhibit 10.5 of the Company's Registration Statement
               on Form SB-2; File No. 333-74710).

  10.2         Summary of the Georgia  Bancshares,  Inc. 401K Plan (incorporated
               by  reference  to  Exhibit  10.2  of the  Company's  Form  10-KSB
               Amendment No. 2 for the period ended December 31, 2002).

  23.1         Consent of Abbott, Jordan & Koon, LLC

  23.2         Consent of Nelson Mullins Riley & Scarborough,  L.L.P. (contained
               in their  opinion  filed  as  Exhibit  5.1)

  24           Power  of  Attorney  (contained  on the  signature  pages of this
               Registration Statement)


                                       3
<PAGE>


Item 9.  Undertakings.

     The Company hereby undertakes:

     (1)    To file,  during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:

            (i)   To include any prospectus  required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To  reflect  in the  prospectus  any  facts or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the registration statement. Notwithstanding
                  the   foregoing,   any  increase  or  decrease  in  volume  of
                  securities  offered (if the total dollar  value of  securities
                  offered  would not exceed that which was  registered)  and any
                  deviation  from the low or high end of the  estimated  maximum
                  offering  range  may be  reflected  in the form of  prospectus
                  filed with the  Commission  pursuant to Rule 424(b) if, in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement;

            (iii) To include any additional or changed  material  information on
                  the plan of distribution;

            provided,  however, that the undertakings set forth in paragraph (i)
            --------   -------
            and  (ii)  above  do not  apply if the  information  required  to be
            included  in a  post-effective  amendment  by  those  paragraphs  is
            contained  in  periodic  reports  filed  with  or  furnished  to the
            Commission  pursuant to Section 13 or 15(d) of the  Exchange  Act of
            1934  that  are  incorporated  by  reference  in  this  registration
            statement;

     (2)    That,  for the  purpose  of  determining  any  liability  under  the
            Securities Act of 1933, each such post-effective  amendment shall be
            deemed to be a new registration statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof;

     (3)    To remove from  registration by means of a post-effective  amendment
            any of the securities  being  registered  which remain unsold at the
            termination of the offering.




                                       4
<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Act of 1933,  Georgia
Bancshares,  Inc.  certifies that it has  reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the city of Peachtree City, State of Georgia,  on this 15th
day of May, 2003.

                            GEORGIA BANCSHARES, INC.


                            By: /s/ Ira P. Shepherd, III
                               -----------------------------------
                               Ira P. Shepherd, III
                               President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each of the  undersigned  officers
and  directors  of  Georgia   Bancshares,   Inc.  (the  "Company"),   a  Georgia
corporation,  for himself and not for one another,  does hereby  constitute  and
appoint Ira P. Shepherd,  III a true and lawful attorney in his name,  place and
stead,  in any and all  capacities,  to sign his name to any and all amendments,
including  post-effective  amendments,  to this Registration  Statement,  and to
cause  the  same  (together  with all  Exhibits  thereto)  to be filed  with the
Securities and Exchange  Commission,  granting unto such attorney full power and
authority to do and perform any act and thing necessary and proper to be done in
the premises,  as fully to all intents and purposes as the undersigned  could do
if personally  present,  and each of the undersigned for himself hereby ratifies
and  confirms  all that the  attorney  shall  lawfully do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signatures                        Title                         Date
----------                        -----                         ----

 /s/ Ira P. Shepherd, III
-----------------------------
Ira P. Shepherd, III              President, Chief Executive    May 15, 2003
                                  Officer (principal executive
                                  officer), and Director

 /s/ Clyde A. McArthur
-----------------------------
Clyde A. McArthur                 Chief Financial Officer      May 15, 2003
                                  (principal accounting and
                                  financial officer)



-----------------------------
Arlie C. Aukerman                 Director



 /s/ Joseph S. Black
-----------------------------
Joseph S. Black                   Vice Chairman, Director       May 15, 2003


 /s/ Rick A. Duncan
-----------------------------
Rick A. Duncan                    Director, Executive Vice      May 15, 2003
                                  President


 /s/ Dale K. Geeslin
-----------------------------
Dale K. Geeslin                   Secretary, Director           May 15, 2003


                                       5
<PAGE>


/s/ Malcolm R. Godwin                                           May 15, 2003
-----------------------------
Malcolm R. Godwin                 Director, Executive Vice
                                  President


 /s/ W. Robert Hancock
-----------------------------
W. Robert Hancock                 Director                      May 15, 2003



-----------------------------
Vincent M. Rossetti               Director



-----------------------------
Donnie H. Russell                 Director


 /s/ Thomas G. Sellmer
-----------------------------
Thomas G. Sellmer                 Director                      May 15, 2003


                                  Chairman, Director
-----------------------------
Enrico A. Stanziale


                                  Director
-----------------------------
James H. Webb, Jr.




                                       6
<PAGE>



                                  EXHIBIT INDEX
Exhibit
Number        Description of Exhibit
------        ----------------------

 4.1         Articles of Incorporation of the Company (incorporated by reference
             to Exhibit  3.1 of the  Company's  Registration  Statement  on Form
             SB-2; File No. 333-74710)

 4.2         Bylaws of the Company  (incorporated by reference to Exhibit 3.2 of
             the  Company's  Registration  Statement  on  Form  SB-2;  File  No.
             333-74710)

 4.3         Georgia Bancshares, Inc. 2001 Stock Incentive Plan (incorporated by
             reference to Exhibit 10.1 of the Company's  Registration  Statement
             on Form SB-2; File No. 333-74710)

 4.4         Form of Warrant  Agreement  (incorporated  by  reference to Exhibit
             10.2 of the Company's Registration Statement on Form SB-2; File No.
             333-74710)

 4.5         Form of First  Amendment  to  Warrant  Agreement  (incorporated  by
             reference to Exhibit 10.3 of the Company's  Registration  Statement
             on Form SB-2; File No. 333-74710)

 4.6         Form of Second  Amendment  to Warrant  Agreement  (incorporated  by
             reference to Exhibit 10.4 of the Company's  Registration  Statement
             on Form SB-2; File No. 333-74710)

 4.7         Form of Third  Amendment  to  Warrant  Agreement  (incorporated  by
             reference to Exhibit 10.2 of the  Company's  Form 10-KSB  Amendment
             No. 2 for the period ended December 31, 2002).

 5.1         Legal Opinion of Nelson Mullins Riley & Scarborough, L.L.P.

 10.1        Real  Estate  Agreement  dated  June 1,  1999  between  The Bank of
             Georgia and Charles B. Miles & S. Reid Hutchings  (incorporated  by
             reference to Exhibit 10.5 of the Company's  Registration  Statement
             on Form SB-2; File No. 333-74710).

 10.2        Summary of the Georgia Bancshares,  Inc. 401K Plan (incorporated by
             reference to Exhibit 10.2 of the  Company's  Form 10-KSB  Amendment
             No. 2 for the period ended December 31, 2002).

 23.1        Consent of Abbott, Jordan & Koon, LLC

 23.2        Consent of Nelson Mullins Riley & Scarborough, L.L.P. (contained in
             their opinion filed as Exhibit 5.1)

 24          Power  of  Attorney  (contained  on the  signature  pages  of  this
             Registration Statement)






                                       7
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SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                ----------------

                            GEORGIA BANCSHARES, INC.
                            ------------------------
             (Exact Name of Registrant as Specified in Its Charter)

            Georgia                                    58-2646154
           ---------                                  ------------
  (State or Other Jurisdiction of                   (I.R.S. Employer
   Incorporation or Organization)                 Identification Number)

                               100 Westpark Drive
                          Peachtree City, Georgia 30269
                          -----------------------------
                    (Address of Principal Executive Offices)

               Georgia Bancshares, Inc. 2001 Stock Incentive Plan
                               Organizer Warrants
                            (Full Title of the Plan)

                              Ira P. Shepherd, III
                      President and Chief Executive Officer
                            Georgia Bancshares, Inc.
                               100 Westpark Drive
                          Peachtree City, Georgia 30269
                                 (770) 631-9488
                                 --------------
           (Name, address, and telephone number of agent for service)

                        --------------------------------

                              Copies Requested to:
                                 Neil E. Grayson
                             Jason R. Wolfersberger
                   Nelson Mullins Riley & Scarborough, L.L.P.
                     999 Peachtree Street, N.E., Suite 1400
                             Atlanta, Georgia 30309
                               (404) 817-6000
                               (404) 817-6050 (Fax)

                        --------------------------------
Title of Securities              Amount to be     Proposed Maximum       Proposed Maximum         Amount of
  to be Registered                 Registered       Offering Price       Aggregate Offering    Registration Fee
                                                        per Share               Price
----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value      350,636(1)           $16.00(2)           $5,610,176(2)           $516.14
----------------------------------------------------------------------------------------------------------------

Common Stock, $.01 par value      544,013(3)            $6.40(4)           $3,481,683(4)           $320.31
----------------------------------------------------------------------------------------------------------------
(1)  Represents  shares of common stock  issuable  under the Georgia  Bancshares
     2001 Stock Incentive Plan.
(2)  In  accordance  with Rule 457(c),  the  registration  fee is based upon the
     average  of the bid and  asked  price as of May 27,  2003.
(3)  Represents  shares of  common  stock  underlying  warrants  granted  to our
     organizers.
(4)  In  accordance  with Rule 457(g),  the  registration  fee is based upon the
     price at which the warrant may be exercised.
In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by us with the SEC are incorporated by
reference into this registration statement, and all documents subsequently filed
by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 shall be incorporated by reference in this registration statement
and shall be a part of this registration statement from the date of filing of
the documents:

               o   Our Annual Report on Form 10-KSB for the year ended  December
                   31,  2002 filed with the SEC on March 26,  2003 as amended on
                   March 28, 2003 and May 19, 2003; and
               o   Our Quarterly Report on Form10-QSB for the period ended March
                   31, 2003 filed with the SEC on May 13, 2003.

Item 4.  Description of Securities.

         No response to this item is required.

Item 5.  Interests of Named Experts and Counsel.

         No response to this item is required.

Item 6.  Indemnification of Directors and Officers.

         The Georgia Business Corporation Code (the "Georgia Law") permits a
corporation to eliminate or limit the personal liability of a director to the
corporation or its shareholders for monetary damages for a breach of duty,
provided that no provision shall eliminate or limit the liability of a director
for: an appropriation of any business opportunity of the corporation; any act or
omission which involves an intentional misconduct or a knowing violation of law;
any transaction from which the director derives an improper personal benefit; or
any distribution that is illegal under Section 14-2-832 of the Georgia Law. Our
articles of incorporation contain a provision which limits the liability of a
director to the company or its shareholders for any breach of duty as a director
except for a breach of duty for which the Georgia Law prohibits such limitation
of liability. This provision does not limit the right of the company or its
shareholders to seek injunctive or other equitable relief not involving monetary
damages.

         Our articles of incorporation and bylaws contain certain provisions
which provide indemnification to our directors that is broader than the
protection expressly mandated in Sections 14-2-852 and 14-2-857 of the Georgia
Law. If a director or officer of the company has been wholly successful, on the
merits or otherwise, in the defense of any action or proceeding brought by
reason of the fact that such person was a director or officer of the company,
Sections 14-2-852 and 14-2-857 of the Georgia Law would require the company to
indemnify such person against expenses (including attorneys' fees) actually and
reasonably incurred in connection therewith. The Georgia Law expressly allows
the company to provide for greater indemnification rights to its officers and
directors, subject to shareholder approval.

         The indemnification provisions in our articles of incorporation and
bylaws require us to indemnify and hold harmless each of our directors,
officers, employees and agents to the extent that he or she is or was a party,
or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that such person is or was a director,
officer, employee or agent of the company, against expenses (including, but not
limited to, attorneys' fees and disbursements, court costs and expert witness
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with the action, suit or proceeding.
Indemnification would be disallowed under any circumstances where
indemnification may not be authorized by action of the board of directors, the
shareholders or otherwise. Indemnified persons would also be entitled to have
the company advance expenses prior to the final disposition of the proceeding.
If it is ultimately determined that they are not entitled to indemnification,
however, such amounts must be repaid.

         We have the power, under our bylaws, to obtain insurance on behalf of
any director, officer, employee or agent of the company against any liability
asserted against or incurred by such person in any such capacity, whether or not
the

                                       2
company has the power to indemnify such person against such liability at
that time under the articles of incorporation, bylaws or the Georgia Law.

         The Securities and Exchange Commission has informed us that
indemnification for officers, directors, and controlling persons for liabilities
arising under the Securities Act of 1933 is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

         No response to this item is required.

Item 8.  Exhibits.

         The following exhibits are filed with this Registration Statement:

Exhibit
Number         Description of Exhibit
------         ----------------------

  4.1          Articles  of  Incorporation  of  the  Company   (incorporated  by
               reference to Exhibit 3.1 of the Company's  Registration Statement
               on Form SB-2; File No. 333-74710)

  4.2          Bylaws of the Company  (incorporated  by reference to Exhibit 3.2
               of the Company's  Registration  Statement on Form SB-2;  File No.
               333-74710)

  4.3          Georgia Bancshares,  Inc. 2001 Stock Incentive Plan (incorporated
               by  reference  to  Exhibit  10.1  of the  Company's  Registration
               Statement on Form SB-2; File No. 333-74710)

  4.4          Form of Warrant  Agreement  (incorporated by reference to Exhibit
               10.2 of the Company's  Registration  Statement on Form SB-2; File
               No. 333-74710)

  4.5          Form of First  Amendment to Warrant  Agreement  (incorporated  by
               reference to Exhibit 10.3 of the Company's Registration Statement
               on Form SB-2; File No. 333-74710)

  4.6          Form of Second  Amendment to Warrant  Agreement  (incorporated by
               reference to Exhibit 10.4 of the Company's Registration Statement
               on Form SB-2; File No. 333-74710)

  4.7          Form of Third  Amendment to Warrant  Agreement  (incorporated  by
               reference to Exhibit 10.2 of the Company's Form 10-KSB  Amendment
               No. 2 for the period ended December 31, 2002).

  5.1          Legal Opinion of Nelson Mullins Riley & Scarborough, L.L.P.

  10.1         Real  Estate  Agreement  dated June 1, 1999  between  The Bank of
               Georgia and Charles B. Miles & S. Reid Hutchings (incorporated by
               reference to Exhibit 10.5 of the Company's Registration Statement
               on Form SB-2; File No. 333-74710).

  10.2         Summary of the Georgia  Bancshares,  Inc. 401K Plan (incorporated
               by  reference  to  Exhibit  10.2  of the  Company's  Form  10-KSB
               Amendment No. 2 for the period ended December 31, 2002).

  23.1         Consent of Abbott, Jordan & Koon, LLC

  23.2         Consent of Nelson Mullins Riley & Scarborough,  L.L.P. (contained
               in their  opinion  filed  as  Exhibit  5.1)

  24           Power  of  Attorney  (contained  on the  signature  pages of this
               Registration Statement)

                                       3
Item 9.  Undertakings.

     The Company hereby undertakes:

     (1)    To file,  during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:

            (i)   To include any prospectus  required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To  reflect  in the  prospectus  any  facts or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the registration statement. Notwithstanding
                  the   foregoing,   any  increase  or  decrease  in  volume  of
                  securities  offered (if the total dollar  value of  securities
                  offered  would not exceed that which was  registered)  and any
                  deviation  from the low or high end of the  estimated  maximum
                  offering  range  may be  reflected  in the form of  prospectus
                  filed with the  Commission  pursuant to Rule 424(b) if, in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement;

            (iii) To include any additional or changed  material  information on
                  the plan of distribution;

            provided,  however, that the undertakings set forth in paragraph (i)
            --------   -------
            and  (ii)  above  do not  apply if the  information  required  to be
            included  in a  post-effective  amendment  by  those  paragraphs  is
            contained  in  periodic  reports  filed  with  or  furnished  to the
            Commission  pursuant to Section 13 or 15(d) of the  Exchange  Act of
            1934  that  are  incorporated  by  reference  in  this  registration
            statement;

     (2)    That,  for the  purpose  of  determining  any  liability  under  the
            Securities Act of 1933, each such post-effective  amendment shall be
            deemed to be a new registration statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof;

     (3)    To remove from  registration by means of a post-effective  amendment
            any of the securities  being  registered  which remain unsold at the
            termination of the offering.

                                       4
SIGNATURES

         Pursuant to the  requirements  of the Securities  Act of 1933,  Georgia
Bancshares,  Inc.  certifies that it has  reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the city of Peachtree City, State of Georgia,  on this 15th
day of May, 2003.

                            GEORGIA BANCSHARES, INC.

                            By: /s/ Ira P. Shepherd, III
                               -----------------------------------
                               Ira P. Shepherd, III
                               President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE  PRESENTS that each of the  undersigned  officers
and  directors  of  Georgia   Bancshares,   Inc.  (the  "Company"),   a  Georgia
corporation,  for himself and not for one another,  does hereby  constitute  and
appoint Ira P. Shepherd,  III a true and lawful attorney in his name,  place and
stead,  in any and all  capacities,  to sign his name to any and all amendments,
including  post-effective  amendments,  to this Registration  Statement,  and to
cause  the  same  (together  with all  Exhibits  thereto)  to be filed  with the
Securities and Exchange  Commission,  granting unto such attorney full power and
authority to do and perform any act and thing necessary and proper to be done in
the premises,  as fully to all intents and purposes as the undersigned  could do
if personally  present,  and each of the undersigned for himself hereby ratifies
and  confirms  all that the  attorney  shall  lawfully do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signatures                        Title                         Date
----------                        -----                         ----

 /s/ Ira P. Shepherd, III
-----------------------------
Ira P. Shepherd, III              President, Chief Executive    May 15, 2003
                                  Officer (principal executive
                                  officer), and Director

 /s/ Clyde A. McArthur
-----------------------------
Clyde A. McArthur                 Chief Financial Officer      May 15, 2003
                                  (principal accounting and
                                  financial officer)

-----------------------------
Arlie C. Aukerman                 Director

 /s/ Joseph S. Black
-----------------------------
Joseph S. Black                   Vice Chairman, Director       May 15, 2003

 /s/ Rick A. Duncan
-----------------------------
Rick A. Duncan                    Director, Executive Vice      May 15, 2003
                                  President

 /s/ Dale K. Geeslin
-----------------------------
Dale K. Geeslin                   Secretary, Director           May 15, 2003

                                       5
/s/ Malcolm R. Godwin                                           May 15, 2003
-----------------------------
Malcolm R. Godwin                 Director, Executive Vice
                                  President

 /s/ W. Robert Hancock
-----------------------------
W. Robert Hancock                 Director                      May 15, 2003

-----------------------------
Vincent M. Rossetti               Director

-----------------------------
Donnie H. Russell                 Director

 /s/ Thomas G. Sellmer
-----------------------------
Thomas G. Sellmer                 Director                      May 15, 2003

                                  Chairman, Director
-----------------------------
Enrico A. Stanziale

                                  Director
-----------------------------
James H. Webb, Jr.

                                       6
EXHIBIT INDEX
Exhibit
Number        Description of Exhibit
------        ----------------------

 4.1         Articles of Incorporation of the Company (incorporated by reference
             to Exhibit  3.1 of the  Company's  Registration  Statement  on Form
             SB-2; File No. 333-74710)

 4.2         Bylaws of the Company  (incorporated by reference to Exhibit 3.2 of
             the  Company's  Registration  Statement  on  Form  SB-2;  File  No.
             333-74710)

 4.3         Georgia Bancshares, Inc. 2001 Stock Incentive Plan (incorporated by
             reference to Exhibit 10.1 of the Company's  Registration  Statement
             on Form SB-2; File No. 333-74710)

 4.4         Form of Warrant  Agreement  (incorporated  by  reference to Exhibit
             10.2 of the Company's Registration Statement on Form SB-2; File No.
             333-74710)

 4.5         Form of First  Amendment  to  Warrant  Agreement  (incorporated  by
             reference to Exhibit 10.3 of the Company's  Registration  Statement
             on Form SB-2; File No. 333-74710)

 4.6         Form of Second  Amendment  to Warrant  Agreement  (incorporated  by
             reference to Exhibit 10.4 of the Company's  Registration  Statement
             on Form SB-2; File No. 333-74710)

 4.7         Form of Third  Amendment  to  Warrant  Agreement  (incorporated  by
             reference to Exhibit 10.2 of the  Company's  Form 10-KSB  Amendment
             No. 2 for the period ended December 31, 2002).

 5.1         Legal Opinion of Nelson Mullins Riley & Scarborough, L.L.P.

 10.1        Real  Estate  Agreement  dated  June 1,  1999  between  The Bank of
             Georgia and Charles B. Miles & S. Reid Hutchings  (incorporated  by
             reference to Exhibit 10.5 of the Company's  Registration  Statement
             on Form SB-2; File No. 333-74710).

 10.2        Summary of the Georgia Bancshares,  Inc. 401K Plan (incorporated by
             reference to Exhibit 10.2 of the  Company's  Form 10-KSB  Amendment
             No. 2 for the period ended December 31, 2002).

 23.1        Consent of Abbott, Jordan & Koon, LLC

 23.2        Consent of Nelson Mullins Riley & Scarborough, L.L.P. (contained in
             their opinion filed as Exhibit 5.1)

 24          Power  of  Attorney  (contained  on the  signature  pages  of  this
             Registration Statement)

                                       7