SecProbe.io

November 10, 2008
   Terry Hester Chief Financial Officer Colony Bankcorp, Inc. 115 South Grant Street Fitzgerald, Georgia 31750
Re:  Colony Bankcorp, Inc. Schedule 14A
Filed October 30, 2008
  File No. 000-12436
  Dear Mr. Hester:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in th ese respects.  We welcome any questions you
may have about our comments or any other aspect  of our review.  Feel free to call us at
the telephone numbers listed at the end of this letter.

Proposal No. 1, page 3

1. Disclose whether you have applied to pa rticipate in the Treasury Department’s
Capital Purchase Program and describe the status of your application.

Terry Hester
Colony Bankcorp
November 10, 2008 Page 2 of 3

2. Disclose how you expect to use the proceeds of your proposed sale of securities to
the Treasury Department.

3. Please discuss how your participation in  the Capital Purchase Program may:

• require you to expand your board of directors to accommodate Treasury
Department appointments to it; and

• impact how you operate your company, for example, how the terms of
participation will require you to rest ructure your executive compensation
arrangements.

4. Discuss any material effect on your liqui dity, capital resources or results of
operations if the proposal is approved and the Treasury Department denies your
application.
5. Disclose whether you will modify any plans or contracts to comply with limits on
executive compensation established by S ection 111 of the Emergency Economic
Stabilization Act of 2008.
6. Either in the first bullet point on page 7, which discusses that the U.S. Treasury
will receive warrants at the cu rrent market price, or at another appropriate place,
note the current market price of the co mpany’s common stock.  You may wish to
clarify that the warrant purchase price is a 20 day average price.

*  *  *  *  *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Terry Hester
Colony Bankcorp November 10, 2008 Page 3 of 3

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Allicia Lam at ( 202) 551-3316 or me at (202) 551-3418
 with any
questions.

     S i n c e r e l y ,

       William Friar
        Senior Financial Analyst