<PAGE>


   As filed with the Securities and Exchange Commission on ____________, 2002

                           REGISTRATION STATEMENT NO.

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                              COLONY BANKCORP, INC.
             (Exact name of registrant as specified in its charter)

            Georgia                                   58-1492391
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

                               115 S. Grant Street
                            Fitzgerald, Georgia 31750
              (Address and Zip Code of Principal Executive Offices)

             Colony Bankcorp, Inc. 1999 Restricted Stock Grant Plan
                            (Full title of the Plan)

                                 James D. Minix
                              Colony Bankcorp, Inc.
                               115 S. Grant Street
                            Fitzgerald, Georgia 31750
                                 (912) 426-6000
                      (Name, address, and telephone number,
                   including area code, of agent for service)

                                 WITH COPIES TO:
                                Edward J. Harrell
                                Martin Snow, LLP
                                240 Third Street
                                 P. O. Box 1606
                            Macon, Georgia 31202-1606
                                 (478) 749-1727

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>


Title of securities       Amount to be         Proposed Maximum             Proposed maximum          Amount of
 to be registered        registered(1)        offering price per        aggregate offering price   registration fee
                                                    share
<S>                      <C>                  <C>                       <C>                        <C>

   Common Stock,              44,350                                           $532,200.00              $48.96
  $1.00 Par Value             Shares                $12.00
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Registrant's Common Stock that become issuable under the plan described
     herein by reason of any stock dividend, stock split, recapitalization, or
     any other similar transaction effected without the Registrant's receipt of
     consideration that results in an increase in the number of the Registrant's
     outstanding shares of Common Stock.


<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference in this
Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for its fiscal year
ended December 31, 2002;

         (b) The Registrant's Quarterly Report for the quarter ended
March 31, 2002.

         (c) Description of the Registrant's $1.00 par value Common Stock is
contained on page 52 of the Prospectus of Colony Bankcorp, Inc. (the
"Registrant") relating to 4,245,188 shares of its common stock issued in
connection with the merger of Quitman Bancorp, Inc. and the Registrant which is
part of the Registration Statement under the Securities Act of 1933 on Form S-4
filed with the Securities and Exchange Commission on December 28, 2001 (File
Number 333-76104).

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any subsequently
filed document which also is, or is deemed to be, incorporated herein by
reference modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed to constitute a part hereof, except as
modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code (the "Code") provides that a corporation may indemnify an individual made a
party to a proceeding because he is or was a director against liability incurred
in the proceeding if such individual conducted himself in good faith and such
individual reasonably believed, in the case of conduct in


                                       II-1

<PAGE>

an official capacity, that such conduct was in the best interests of the
corporation and, in all other cases, that such conduct was at least not opposed
to the best interests of the corporation and, in the case of any criminal
proceeding, such individual had no reasonable cause to believe such conduct was
unlawful. Subsection (d) of Section 14-2-851 of the Code provides that a
corporation may not indemnify a director in connection with a proceeding by or
in the right of the corporation except for reasonable expenses incurred in
connection with the proceeding if it is determined that the director has met the
relevant standard of conduct under Section 14-2-851 of the Code or in connection
with any proceeding with respect to conduct for which he was adjudged liable on
the basis that personal benefit was improperly received by him.

         Notwithstanding the foregoing, pursuant to Section 14-2-854 of the
Code a court may order a corporation to indemnify a director or advance expenses
if such court determines that the director is entitled to indemnification under
the Code or that it is fair and reasonable to indemnify such director in view of
all the relevant circumstances, even if such director has not met the standard
of conduct set forth in Section 14-2-851 of the Code, failed to comply with
Section 14-2-853 of the Code or was adjudged liable according to Section
14-2-851 of the Code. However, if such director was adjudged liable, the
indemnification shall be limited to reasonable expenses incurred in connection
with the proceeding. If the court orders indemnification and/or advance of
expenses pursuant to Section 14-2-854 of the Code, the court may also order the
corporation to pay the director's reasonable expenses in obtaining the
court-ordered indemnification or advance of expenses.

         Section 14-2-852 of the Code provides that if a director has been
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which he was a party, because he or she is or was a director of the
corporation, the corporation shall indemnify the director against reasonable
expenses incurred by the director in connection therewith.

         Section 14-2-857 of the Code provides that a corporation may indemnify
and advance expenses to an officer of the corporation who is a party to a
proceeding because he or she is an officer of the corporation to the same extent
as a director and if he or she is not a director to such further extent as may
be provided in its articles of incorporation, bylaws, a resolution of its board
of directors or a contract except for liability arising out of conduct that
constitutes: (i) appropriation of any business opportunity of the corporation in
violation of his duties; (ii) acts or omissions which involve intentional
misconduct or a knowing violation of law; (iii) receipt of an improper personal
benefit; or (iv) making distributions in violation of Section 14-2-640 of the
Code. Section 14-2-857 of the Code also provides that an officer of the
corporation who is not a director is entitled to mandatory indemnification under
Section 14-2-852 and is entitled to apply for court-ordered indemnification or
advances for expenses under Section 14-2-854, in each case to the same extent as
a director. In addition, Section 14-2-857 provides that a corporation may also
indemnify and advance expenses to an employee or agent who is not a director to
the extent, consistent with public policy, that may be provided by its articles
of incorporation, bylaws, action of its board of directors or by contract.

         Section 14-2-858 of the Code provides that a corporation may purchase
and maintain on behalf of a director, officer, employee or agent of a
corporation insurance against liability asserted


                                       II-2

<PAGE>

against or incurred by that person serving in such capacity for the corporation
or arising from his status.

         Section 9.1 of the Registrant's Bylaws (the "Bylaws") provides that any
person, his heirs, executors, or administrators, may be indemnified or
reimbursed by the corporation for reasonable expense actually incurred in
connection with any action, suit or proceeding, civil or criminal, to which he
shall be made a party by reason of the fact that he is or was a director,
trustee, officer, employee, or agent of the corporation, or that he is or was
serving, at the request of the corporation, trust or other organization or
enterprise; provided; however, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit or proceeding as to
which he shall finally be adjudged to have been guilty of or liable for gross
negligence, willful misconduct or criminal acts in the performance of his duties
to the corporation, or to such other firm, corporation, trust, organization, or
enterprise; and provided further, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceeding which
has been in the subject of a compromise settlement, except with the approval of
(i) a court of competent jurisdiction, (ii) the holders of record of a majority
of the outstanding shares of capital stock of the corporation, or (iii) a
majority of the members of the Board of Directors then holding office, excluding
the votes of any directors who are parties to the same or substantially the same
action, suit or proceeding.

         Section 9.2 of the Bylaws provides that expenses incurred in defending
any action, suit or proceeding referred to above may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, trustee, officer, employee or agent
to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as provided above.

         Section 9.3 of the Bylaws provides that the corporation may purchase
and maintain on behalf of a director, officer, employee or agent of the
corporation insurance against liability asserted against or incurred by that
person serving in such capacity for the corporation or arising from his status
with the corporation whether or not the corporation would have the power to
indemnify that person under the Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


                                       II-3

<PAGE>

ITEM 8.  EXHIBITS

         The following exhibits are filed as part of the Registration Statement:

   Exhibit        Description
   -------        -----------
     4.1          Colony Bankcorp, Inc. 1999 Restricted Stock Grant Plan

     4.2          Form of Colony Bankcorp, Inc. 1999 Restricted Stock Grant Plan
                  Agreement.

     5            Opinion and consent by Martin, Snow, Grant & Napier, LLP

     23.1         Consent of Martin, Snow, Grant & Napier, LLP (contained in
                  Exhibit 5)

     23.2         Letter of Consent of McNair, McLemore, Middlebrooks & Co., LLP

     24           Powers of Attorney (contained on page II-7)


ITEM 9.  UNDERTAKINGS

         (a) The undersigned Registrant undertakes:

             1.  To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to:

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

                 (ii)   Reflect in the prospectus any facts or events which,
individually  or together,  represent a fundamental change in the information in
the registration statement; and 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 twenty percent (20%) change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and

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


         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 by the Registrant pursuant


                                       II-4

<PAGE>

to the Securities Exchange Act of 1934 that are incorporated by reference in the
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.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

         (d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy Page 6 of 25 as expressed in
the Securities Act of 1933 Act and will be governed by the final adjudication of
such issue.


                                       II-5

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Fitzgerald, State of Georgia, on the ____ day of
June, 2002.

                              COLONY BANKCORP, INC.


                              BY: /s/ James D. Minix
                                 ---------------------------------
                                 James D. Minix
                                 President, Director and Chief Executive Officer



                                       II-6

<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints JAMES D. MINIX as his true and lawful
attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, with either having full authority to sign any and all amendments to
this Registration Statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary
to be done regarding the aforesaid, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that either of
said attorney-in-fact and agent, or his substitute or substitutes, may 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 below by the following persons in the
capacities and on the dates indicated.

SIGNATURE                       TITLE


/s/  James D. Minix             President, Chief Executive Officer and Director
---------------------------
James D. Minix

/s/  Terry L. Hester            Executive Vice-President, Controller, Chief
---------------------------     Financial Officer, Director
Terry L. Hester

/s/  Terry Coleman              Director
---------------------------
Terry Coleman

/s/  Morris Downing             Director
---------------------------
Morris Downing

/s/  Harold E. Kimball          Director
---------------------------
Harold E. Kimball

/s/ Ben B. Mills, Jr.           Director
---------------------------
Ben B. Mills, Jr.

/s/ Walter P. Patten            Executive Vice-President, Director
---------------------------
Walter P. Patten


                                       II-7

<PAGE>

/s/ W. B. Roberts, Jr.          Director
---------------------------
W. B. Roberts, Jr.


/s/ R. Sidney Ross              Director
---------------------------
R. Sidney Ross

/s/ B. Gene Waldron             Director
---------------------------
B. Gene Waldron



                                       II-8

<PAGE>


                                INDEX TO EXHIBITS

   Exhibit        Description
   -------        -----------

     4.1          Colony Bankcorp, Inc. 1999 Restricted Stock Grant Plan

     4.2          Form of Colony Bankcorp, Inc. 1999 Restricted Stock Grant Plan
                  Agreement.

     5            Opinion and consent of Martin, Snow, Grant & Napier, LLP

     23.1         Consent of Martin Snow, LLP (contained in Exhibit 5)

     23.2         Letter of Consent of McNair, McLemore, Middlebrooks & Co., LLP

     24           Powers of Attorney (contained on page II-7)
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21138}]
{"company-data": {"conformed-name": "COLONY BANKCORP INC", "cik": "0000711669", "assigned-sic": "6022", "irs-number": "581492391", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97947", "film-number": "02726688"}, "business-address": {"street1": "302 S MAIN ST", "street2": "PO BOX 989", "city": "FITZGERALD", "state": "GA", "zip": "31750", "phone": "9124235446"}}
As filed with the Securities and Exchange Commission on ____________, 2002

                           REGISTRATION STATEMENT NO.

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                              COLONY BANKCORP, INC.
             (Exact name of registrant as specified in its charter)

            Georgia                                   58-1492391
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

                               115 S. Grant Street
                            Fitzgerald, Georgia 31750
              (Address and Zip Code of Principal Executive Offices)

             Colony Bankcorp, Inc. 1999 Restricted Stock Grant Plan
                            (Full title of the Plan)

                                 James D. Minix
                              Colony Bankcorp, Inc.
                               115 S. Grant Street
                            Fitzgerald, Georgia 31750
                                 (912) 426-6000
                      (Name, address, and telephone number,
                   including area code, of agent for service)

                                 WITH COPIES TO:
                                Edward J. Harrell
                                Martin Snow, LLP
                                240 Third Street
                                 P. O. Box 1606
                            Macon, Georgia 31202-1606
                                 (478) 749-1727

                         CALCULATION OF REGISTRATION FEE
Title of securities       Amount to be         Proposed Maximum             Proposed maximum          Amount of
 to be registered        registered(1)        offering price per        aggregate offering price   registration fee
                                                    share
Common Stock,              44,350                                           $532,200.00              $48.96
  $1.00 Par Value             Shares                $12.00
(1)  This Registration Statement shall also cover any additional shares of
     Registrant's Common Stock that become issuable under the plan described
     herein by reason of any stock dividend, stock split, recapitalization, or
     any other similar transaction effected without the Registrant's receipt of
     consideration that results in an increase in the number of the Registrant's
     outstanding shares of Common Stock.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference in this
Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for its fiscal year
ended December 31, 2002;

         (b) The Registrant's Quarterly Report for the quarter ended
March 31, 2002.

         (c) Description of the Registrant's $1.00 par value Common Stock is
contained on page 52 of the Prospectus of Colony Bankcorp, Inc. (the
"Registrant") relating to 4,245,188 shares of its common stock issued in
connection with the merger of Quitman Bancorp, Inc. and the Registrant which is
part of the Registration Statement under the Securities Act of 1933 on Form S-4
filed with the Securities and Exchange Commission on December 28, 2001 (File
Number 333-76104).

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any subsequently
filed document which also is, or is deemed to be, incorporated herein by
reference modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed to constitute a part hereof, except as
modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Subsection (a) of Section 14-2-851 of the Georgia Business Corporation
Code (the "Code") provides that a corporation may indemnify an individual made a
party to a proceeding because he is or was a director against liability incurred
in the proceeding if such individual conducted himself in good faith and such
individual reasonably believed, in the case of conduct in

                                       II-1
an official capacity, that such conduct was in the best interests of the
corporation and, in all other cases, that such conduct was at least not opposed
to the best interests of the corporation and, in the case of any criminal
proceeding, such individual had no reasonable cause to believe such conduct was
unlawful. Subsection (d) of Section 14-2-851 of the Code provides that a
corporation may not indemnify a director in connection with a proceeding by or
in the right of the corporation except for reasonable expenses incurred in
connection with the proceeding if it is determined that the director has met the
relevant standard of conduct under Section 14-2-851 of the Code or in connection
with any proceeding with respect to conduct for which he was adjudged liable on
the basis that personal benefit was improperly received by him.

         Notwithstanding the foregoing, pursuant to Section 14-2-854 of the
Code a court may order a corporation to indemnify a director or advance expenses
if such court determines that the director is entitled to indemnification under
the Code or that it is fair and reasonable to indemnify such director in view of
all the relevant circumstances, even if such director has not met the standard
of conduct set forth in Section 14-2-851 of the Code, failed to comply with
Section 14-2-853 of the Code or was adjudged liable according to Section
14-2-851 of the Code. However, if such director was adjudged liable, the
indemnification shall be limited to reasonable expenses incurred in connection
with the proceeding. If the court orders indemnification and/or advance of
expenses pursuant to Section 14-2-854 of the Code, the court may also order the
corporation to pay the director's reasonable expenses in obtaining the
court-ordered indemnification or advance of expenses.

         Section 14-2-852 of the Code provides that if a director has been
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which he was a party, because he or she is or was a director of the
corporation, the corporation shall indemnify the director against reasonable
expenses incurred by the director in connection therewith.

         Section 14-2-857 of the Code provides that a corporation may indemnify
and advance expenses to an officer of the corporation who is a party to a
proceeding because he or she is an officer of the corporation to the same extent
as a director and if he or she is not a director to such further extent as may
be provided in its articles of incorporation, bylaws, a resolution of its board
of directors or a contract except for liability arising out of conduct that
constitutes: (i) appropriation of any business opportunity of the corporation in
violation of his duties; (ii) acts or omissions which involve intentional
misconduct or a knowing violation of law; (iii) receipt of an improper personal
benefit; or (iv) making distributions in violation of Section 14-2-640 of the
Code. Section 14-2-857 of the Code also provides that an officer of the
corporation who is not a director is entitled to mandatory indemnification under
Section 14-2-852 and is entitled to apply for court-ordered indemnification or
advances for expenses under Section 14-2-854, in each case to the same extent as
a director. In addition, Section 14-2-857 provides that a corporation may also
indemnify and advance expenses to an employee or agent who is not a director to
the extent, consistent with public policy, that may be provided by its articles
of incorporation, bylaws, action of its board of directors or by contract.

         Section 14-2-858 of the Code provides that a corporation may purchase
and maintain on behalf of a director, officer, employee or agent of a
corporation insurance against liability asserted

                                       II-2
against or incurred by that person serving in such capacity for the corporation
or arising from his status.

         Section 9.1 of the Registrant's Bylaws (the "Bylaws") provides that any
person, his heirs, executors, or administrators, may be indemnified or
reimbursed by the corporation for reasonable expense actually incurred in
connection with any action, suit or proceeding, civil or criminal, to which he
shall be made a party by reason of the fact that he is or was a director,
trustee, officer, employee, or agent of the corporation, or that he is or was
serving, at the request of the corporation, trust or other organization or
enterprise; provided; however, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit or proceeding as to
which he shall finally be adjudged to have been guilty of or liable for gross
negligence, willful misconduct or criminal acts in the performance of his duties
to the corporation, or to such other firm, corporation, trust, organization, or
enterprise; and provided further, that no person shall be so indemnified or
reimbursed in relation to any matter in such action, suit, or proceeding which
has been in the subject of a compromise settlement, except with the approval of
(i) a court of competent jurisdiction, (ii) the holders of record of a majority
of the outstanding shares of capital stock of the corporation, or (iii) a
majority of the members of the Board of Directors then holding office, excluding
the votes of any directors who are parties to the same or substantially the same
action, suit or proceeding.

         Section 9.2 of the Bylaws provides that expenses incurred in defending
any action, suit or proceeding referred to above may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, trustee, officer, employee or agent
to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as provided above.

         Section 9.3 of the Bylaws provides that the corporation may purchase
and maintain on behalf of a director, officer, employee or agent of the
corporation insurance against liability asserted against or incurred by that
person serving in such capacity for the corporation or arising from his status
with the corporation whether or not the corporation would have the power to
indemnify that person under the Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                                       II-3
ITEM 8.  EXHIBITS

         The following exhibits are filed as part of the Registration Statement:

   Exhibit        Description
   -------        -----------
     4.1          Colony Bankcorp, Inc. 1999 Restricted Stock Grant Plan

     4.2          Form of Colony Bankcorp, Inc. 1999 Restricted Stock Grant Plan
                  Agreement.

     5            Opinion and consent by Martin, Snow, Grant & Napier, LLP

     23.1         Consent of Martin, Snow, Grant & Napier, LLP (contained in
                  Exhibit 5)

     23.2         Letter of Consent of McNair, McLemore, Middlebrooks & Co., LLP

     24           Powers of Attorney (contained on page II-7)

ITEM 9.  UNDERTAKINGS

         (a) The undersigned Registrant undertakes:

             1.  To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to:

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

                 (ii)   Reflect in the prospectus any facts or events which,
individually  or together,  represent a fundamental change in the information in
the registration statement; and 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 twenty percent (20%) change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and

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

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 by the Registrant pursuant

                                       II-4
to the Securities Exchange Act of 1934 that are incorporated by reference in the
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.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

         (d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy Page 6 of 25 as expressed in
the Securities Act of 1933 Act and will be governed by the final adjudication of
such issue.

                                       II-5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Fitzgerald, State of Georgia, on the ____ day of
June, 2002.

                              COLONY BANKCORP, INC.

                              BY: /s/ James D. Minix
                                 ---------------------------------
                                 James D. Minix
                                 President, Director and Chief Executive Officer

                                       II-6
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints JAMES D. MINIX as his true and lawful
attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, with either having full authority to sign any and all amendments to
this Registration Statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary
to be done regarding the aforesaid, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that either of
said attorney-in-fact and agent, or his substitute or substitutes, may 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 below by the following persons in the
capacities and on the dates indicated.

SIGNATURE                       TITLE

/s/  James D. Minix             President, Chief Executive Officer and Director
---------------------------
James D. Minix

/s/  Terry L. Hester            Executive Vice-President, Controller, Chief
---------------------------     Financial Officer, Director
Terry L. Hester

/s/  Terry Coleman              Director
---------------------------
Terry Coleman

/s/  Morris Downing             Director
---------------------------
Morris Downing

/s/  Harold E. Kimball          Director
---------------------------
Harold E. Kimball

/s/ Ben B. Mills, Jr.           Director
---------------------------
Ben B. Mills, Jr.

/s/ Walter P. Patten            Executive Vice-President, Director
---------------------------
Walter P. Patten

                                       II-7
/s/ W. B. Roberts, Jr.          Director
---------------------------
W. B. Roberts, Jr.

/s/ R. Sidney Ross              Director
---------------------------
R. Sidney Ross

/s/ B. Gene Waldron             Director
---------------------------
B. Gene Waldron

                                       II-8
INDEX TO EXHIBITS

   Exhibit        Description
   -------        -----------

     4.1          Colony Bankcorp, Inc. 1999 Restricted Stock Grant Plan

     4.2          Form of Colony Bankcorp, Inc. 1999 Restricted Stock Grant Plan
                  Agreement.

     5            Opinion and consent of Martin, Snow, Grant & Napier, LLP

     23.1         Consent of Martin Snow, LLP (contained in Exhibit 5)

     23.2         Letter of Consent of McNair, McLemore, Middlebrooks & Co., LLP

     24           Powers of Attorney (contained on page II-7)