SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4720
July 27, 2009

By U.S. Mail and Facsimile to: (229) 426-6039

Terry L. Hester Chief Financial Officer Colony Bankcorp, Inc. 115 South Grant Street     Fitzgerald, Georgia 31750

Re: Colony Bankcorp, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2008
Form 10-Q for the Quarterly Period Ended March 31, 2009
 File No. 000-12436

Dear Mr. Hester:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view 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 these 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.

Form 10-K for the Fiscal Year Ended December 31, 2008

Directors and Executive Officers an d Corporate Governance, page 66

Executive Officers, page 7 of Definitive Proxy Statement on Schedule 14A

1. In future filings, please revise this section to clarify that the disclosure regarding each of the executive officers and directors describes their business experience, principal occupations and employment for at least the past five years. Refer to Item 401(e) of Regulation S-K.  Revise  the disclosure for each individual

Terry L. Hester
Colony Bankcorp, Inc. July 27, 2009 Page 2

accordingly, as necessary.

Executive Compensation, page 66

Compensation Discussion and Analysis, page 14 of Definitive Proxy Statement on
Schedule 14A

2. Under the subheading “Role of Executive Officers in Compensation Decisions,” please tell us and revise your future  filings to clarify who makes the
recommendations regarding equity awards , and clearly disclose whether the CEO
makes any recommendations regarding his own compensation.
 3. Under the subheading “Base Salary,” please tell us and revise your future filings
to clarify how the compensation committee “determined that the executive officers were instrumental in ca rrying out Compa ny initiatives….”
 Performance-Based Cash Incentive Compensation, page 16 of Definitive Proxy
Statement on Schedule 14A
 4. In future filings, please disclose the perf ormance targets utilized in determining
cash incentive compensation for your named executive officers.  For example, you have not disclosed the specific mini mum, target, and maximum levels for
each component of the performance-ba sed cash incentive plan.  Please also
provide us with proposed revised disclo sure. To the extent you believe that
disclosure of the historical performance targets is not requir ed because it would
result in competitive harm such that  the targets could be excluded under
Instruction 4 to Item 402(b) of Regul ation S-K, please provide a detailed
supplemental analysis supporting your conclusion.  In particular, your competitive harm analysis should clearly explain the nexus between disclosure of the
performance objectives and the competitive harm that is likely to result from
disclosure.  Refer to Item 402(b)(2)(v)  of Regulation S-K and Regulation S-K
Compliance and Disclosure Interpretation 118.04.
 5. Please tell us and revise future filings to clarify how the committee arrived at its
decisions regarding cash incentive compensation for the 2008 fiscal year.  We note that the disclosure in this section appears to be limited to a discussion of
performance in the 2007 fiscal year a nd does not address the reasons that no
bonuses were paid for performance in 2008.

Long-Term Equity Stock Award, page 17 of  Definitive Proxy Statement on Schedule
14A

6. Please tell us and revise future filings to disclose how the stock award amounts listed in the table were derived.

Terry L. Hester
Colony Bankcorp, Inc. July 27, 2009 Page 3

Director Compensation, page 27 of De finitive Proxy Statement on Schedule 14A

7. Please revise the paragraph under “Cash Compensation…” to clarify your future filings, if correct, that board members receive $800 a month, plus $100 for each board meeting attended.
 Certain Relationships and Related Transact ions and Director I ndependence, page 67

Transactions with the Company, page 29 of Definitive Proxy Statement on Schedule 14A

8. We note the disclosure that loans to  officers and directors were made on
substantially the same terms as those prevailing at the time for comparable
transactions with other persons.  Please confirm, and re vise future filings to
disclose, if accurate, that the loans were  made on substantially the same terms,
including interest rates and collateral,  as those prevailing at the time for
comparable loans with persons not related to the lender .  Refer to Instruction 4(c)
to Item 404(a) of Regulation S-K.
 Exhibits 31.1 and 31.2

 9. In future filings, please ensure that the cer tifications are in the exact form as set
forth in Item 601(b)(31) of Regulation S-K, except as otherwise indicated in
Commission statements or staff interpretati ons.  For example, please delete from
the first line the titl e of the certifying i ndividual and delete the word “Annual”
from paragraph 4(a).  We note similar modifications in Exhibits 31.1 and 31.2 to
the Form 10-Q for the quarterly period ended March 31, 2009.
 Form 10-Q for the Quarterly Period Ended March 31, 2009

Management’s Discussion and Analysis

Allowance for Loan Losses, page 40

10. Beginning in your next Form 10-Q, please revise your future filings to provide
additional discussion of the factors that  contributed to th e changes in your
allowance for loan losses and how you considered certain factors when determining your allowance.  You state on page 41 that your “Provisions were
higher in 2009 compared to 2008 primarily due  to the elevated risk of residential
real estate and land development loans given the downturn in  the real estate
market during 2007 and 2008.”  Please revi se to more clea rly address how you
considered the specific factors, includ ing the levels of nonperforming loans at
each period end as well as the charge-offs for the period, when determining the amount of your allowance.  To the exte nt that the significa nt changes in your

Terry L. Hester
Colony Bankcorp, Inc. July 27, 2009 Page 4

nonperforming loans were due to a few larg e credits or a large number of small
credits, please discuss that  fact.  Further, please di scuss the reasons that your
allowance has not proportionally followed the levels of your nonperforming loans
and charge-offs.  Discuss the steps you ta ke to monitor and evaluate collateral
values of your nonperforming and problem loans as part of your allowance methodology, and discuss the trends experienced  in that area in recent periods.
Based on the disclosures in your recent earnings release for the quarter ended
June 30, 2009, please provide additional disclo sure that addresses the reasons for
the decrease in your allowance during the second quarter of 2009, especially in light of your continued statements regard ing decreased property values in your
market area.
 Controls and Procedures, page 53

 11. We note that you have not included the disclosure required by Item 308(c) of
Regulation S-K.  Please provi de us with this disclo sure for the period ended
March 31, 2009 and confirm that you will include such disclosure in future filings.
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate  our review.  Please understand that we may have additional
comments after reviewing your 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.
  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 comme nts as a defense in any proceeding

Terry L. Hester
Colony Bankcorp, Inc. July 27, 2009 Page 5

initiated by the Commission or any person under the federal secu rities 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.
  You may contact Michael Volley at  (202) 551-3437 or Kevin W. Vaughn,
Accounting Branch Chief, at (202) 551-3494 if you have questions regarding comments on the financial statements and related matte rs.  Please contact Gr egory Dundas at (202)
551-3436 or me at (202) 551-3469 with any other questions.
Sincerely,

Justin Dobbie Attorney Advisor