SecProbe.io

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Response Letter

 MARTIN SNOW, LLP

 ATTORNEYS AT
LAW

 240 THIRD STREET

 POST OFFICE BOX 1606

 MACON, GEORGIA 31202-1606

 TELEPHONE 478/749-1700

 TELECOPIER 478/743-4204

 WENDELL L. BOWDEN

 EDWARD J.
HARRELL

 JOHN C. EDWARDS

 J. KENNETH
WALKER

 ROBERT R. GUNN, II

 JOHN T. McGOLDRICK,
JR.

 CUBBEDGE SNOW, III

 WILLIAM H.
LARSEN

 JOHN C. DANIEL, III

 T. BARON GIBSON,
II

 CRAWFORD B. EDWARDS, JR.

 MICHAEL M.
SMITH

 LISA M. EDWARDS

 BLAIR K.
CLEVELAND

 THOMAS PETER ALLEN III

 AMBER K.
DUFF

 MICHAEL N. WHITE

 H. DAVID
BULLARD

 RICHARD A. EPPS, JR.

 ROSS S.
SCHELL

 J. SLADE EDWARDS

 JENNY MARTIN
STANSFIELD

 KATHERINE WARD BEALL

         OF COUNSEL

 REMER C.
DANIEL

 EDWARD L. LONG, JR.

         EMERITUS

 T. BALDWIN
MARTIN, JR.

 CUBBEDGE SNOW, JR.

 WRITER’S DIRECT DIAL : 478/749-1709

 E-MAIL: mnwhite@martinsnow.com

October 11, 2005

 Mr. Martin James

 Senior Assistant Chief Accountant

 United States Securities & Exchange Commission

 Washington, DC 20547

RE:

Security Bank Corporation

Form 10-K for the Fiscal Year Ended December 31, 2004

Filed March 16, 2005

Forms 10-Q for the Quarterly Periods Ended March 31, and June 30, 2005

File No. 000-23261

 Dear
Mr. James:

 In response to your comment letter dated
September 29, 2005 regarding the above-referenced filings of Security Bank Corporation (the “Company”), the following detailed description of our proposed revisions to be incorporated into our amended filings upon your approval:

 Form 10-K for the fiscal year ended December 31,
2004.

 1. Item 9a. Controls and Procedures,
page 53.

 (a) We have revised the first paragraph of
Item 9a to definitively state the conclusions of the certifying officers regarding the effectiveness of the Company’s disclosure controls and procedures, and to ensure these conclusions are consistent with the meaning and definition
provided in Rule 13a-15(e) regarding disclosure controls and procedures.

 (b) In addition, we have revised the second paragraph of Item 9a to delete the term “significant” as it relates to changes in the internal controls of the Company, and have further revised the paragraph
to be consistent with the disclosure requirements of Item 308(c) of Regulation S-K to include “materially affected, or reasonably likely to materially affect” and “internal control over financial reporting” instead of
“internal controls.”

 Please see the attached R-tagged draft showing the proposed revisions.

 2. Exhibits 31.1 and 31.2.

 We have revised Exhibits 31.1 and 31.2 to mirror the exact form prescribed
in Item 601(b)(31) of Regulation S-K. Please see the attached R-tagged drafts showing the proposed revisions.

 It is my understanding from your letter that the December 31, 2004 10-K should be amended as discussed above and refiled in its entirety. Thus, I
have also attached a proposed cover sheet and Explanatory Note to be included in the amended filing.

 Forms 10-Q for the quarter periods ended March 31, 2005 and June 30, 2005.

 1.&2. We have revised Item 4 – Controls and Procedures
similarly to the revisions made to Item 9a of the 10-K as discussed above. Please see the attached R-tagged drafts of the proposed revisions.

 3. We have revised Exhibits 31.1 and 31.2 to the 10-Qs exactly as described above for the 10-K.

 Lastly, attached is a Statement of Acknowledgment from the Company as
requested in your letter.

 Again, it is our intention to file
amended 10-Qs for the quarters ended March 31, 2005 and June 30, 2005 in their entirety incorporating these proposed revisions. After your review please contact me at your earliest convenience to let us know whether we have satisfactorily
addressed the requested revisions. My direct phone number is (478) 749-1709.

Sincerely,

 /s/ Michael N. White

 MICHAEL N. WHITE

 MNW:km

 Enclosures

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  Amendment No. 1

 To

Form 10-K/A

x
Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

(Fee Required)

 For the fiscal year ended December 31, 2004

¨
Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

(No Fee Required)

 For the transition period from                      to

 Commission File No. 000-23261

 SECURITY BANK CORPORATION

 (Exact
Name of Registrant Specified in Its Charter)

Georgia

58-2107916

(State or Other Jurisdiction
of Incorporation or Organization)

(I.R.S. Employer
Identification No.)

 4219 Forsyth Road

 Macon, Georgia

31210

(Address of Principal Executive Offices)

(Zip Code)

 (478) 722-6200

 Issuer’s Telephone Number, Including Area Code

 Securities registered pursuant to Section 12(b) of the Act: None.

 Securities registered pursuant to Section 12(g) of the Act:

 COMMON STOCK, $1.00 PAR VALUE

 (Title of Class)

 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for past 90 days.    Yes  x    No  ¨

 Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K in this form, and no
disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

 Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 126-2).    Yes   x    No  ¨

 State the aggregate market value of the voting stock held by nonaffiliates computed by reference to the price at which the
stock was sold, or the average bid and asked prices of such stock, as of June 30, 2004: $169,269,418 based on stock price of $34.60.

 State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 5,820,343 shares of $1.00
par value common stock as of February 10, 2005.

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the information required by Part III of this Annual Report are incorporated by reference from the
Registrant’s definitive Proxy Statement to be filed with Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report.

  EXPLANATORY NOTE

 Security Bank Corporation (the “Company”) is filing this Amendment
No. 1 on Form 10-K/A to amend and restate, in its entirety, its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the Securities and Exchange Commission on March 16, 2005 (the “Original Filing”). The
purpose of this Amendment No. 1 is to amend and restate the first two paragraphs of Item 9a and Exhibit 31.1 and 31.2 of the Original Filing to make certain corrections and clarifications to the information presented in the Original Filing. This
Amendment No. 1 does not otherwise update information in the Original Filing to reflect facts or events occurring subsequent to the date of the Original Filing.

 2

Item 7a
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 The information required by this Item is located in Item 7 under the heading “Interest Rate Risk Management” beginning on Page 48.

Item 8
FINANCIAL STATEMENTS

 The following consolidated financial statements of the Registrant and its subsidiaries are included on Exhibit 99.1 of this Annual Report on Form 10-K:

 Consolidated Balance Sheets - December 31, 2004 and 2003

 Consolidated Statements of Income - Years Ended December 31, 2004, 2003 and 2002

 Consolidated Statements of Comprehensive Income - Years Ended December 31, 2004, 2003 and 2002

 Consolidated Statements of Stockholders’ Equity - Years Ended December 31, 2004, 2003 and 2002

 Consolidated Statements of Cash Flows - Years Ended December 31, 2004, 2003 and 2002

 Notes to Consolidated Financial Statements

Item 9
CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Not applicable.

Item 9a
CONTROLS AND PROCEDURES

  As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive
Officer and the Principal Financial and Accounting Officer, of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Principal Financial and Accounting Officer concluded that
our disclosure controls and procedures are effective in ensuring the information that we are required to disclose in the reports we file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time
periods specified in the SEC’s rules and forms. Our Chief Executive Officer and Principal Financial and Accounting Officer also concluded that our disclosure controls and procedures are effective in ensuring that the information relating to our
company (including its consolidated subsidiaries) required to be included in our periodic SEC filings is accumulated and communicated to our company’s management, including the principal executive and principal financial officers, as
appropriate to allow timely decisions regarding disclosure. In connection with the new rules, we are in the process of further reviewing and documenting our disclosure controls and procedures, including our internal controls and procedures for
financial reporting, and may from time to time make changes designed to enhance their effectiveness and to ensure that our systems evolve with our business.

 There have been no changes in our internal controls, procedures or in other factors that materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting subsequent to the date of this evaluation, and there have been no corrective actions with respect to significant deficiencies or material weaknesses.

 MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 The management of Security Bank Corporation (SBKC) is responsible for
establishing and maintaining adequate internal control over financial reporting, SBKC’s internal control system was designed to provide reasonable assurance to the company’s management and board of directors regarding the preparation and
fair presentation of published financial statements.

 All
internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 53

 EXHIBIT 31.1

 CERTIFICATIONS PURSUANT TO RULE 13a-14(a)/15d-14(a) UNDER THE

 SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 I, H. Averett Walker, Chief Executive Officer, certify that:

1.
I have reviewed this Form 10-K/A of Security Bank Corporation.

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report.

4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the controls and
procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and

b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 October     , 2005

/s/    H. AVERETT WALKER

H. AVERETT WALKER

Chief Executive Officer

 EXHIBIT 31.2

 CERTIFICATIONS PURSUANT TO RULE 13a-14(a)/15d-14(a) UNDER THE

 SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 I, James R. McLemore, Chief Financial and Accounting Officer, certify that:

1.
I have reviewed this Form 10-K/A of Security Bank Corporation.

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report.

4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with general