SecProbe.io

CORRESP
1
filename1.htm

Response Letter

 MARTIN SNOW, LLP

 ATTORNEYS AT
LAW

 240  THIRD
STREET

 POSTOFFICE BOX 1606

 MACON,GEORGIA 31202-1606

 TELEPHONE478/749-1700

 TELECOPIER 478/743-4204

 WRITER’S DIRECT DIAL : 478/749-1709

 E-MAIL: mnwhite@martinsnow.com

 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.

 October 17, 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:

 Attached please find the revisions pursuant
to my conversation with Ms. Tillan last week. On Item 9a of the 10-K and Item 4 of the 10-Q, we have deleted everything subsequent to the officers statement that the disclosure control and procedures are effective. We have also
revised Exhibits 31.1 and 31.2 on all reports to conform to the requirements of Item 601(b) of Regulation S-K, and the Statement of Acknowledgment has also been revised as requested. If you require anything further, please do not hesitate to
call me at (478) 749-1709.

Sincerely,

By:

/s/    Michael N. White

MICHAEL N. WHITE

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, H. Averett Walker, and the Principal Financial and Accounting Officer, James R. McLemore, 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.

 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.

 SBKC management assessed the effectiveness of the company’s internal control over financial reporting as of December
31, 2004. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on our assessment we believe that, as of
December 31, 2004, the company’s internal control over financial reporting is effective based on those criteria.

 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 officer 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 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 disclosure
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; and

5.
The registrant’s other certifying officer 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 and material weaknesses 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 officer 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 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 disclosure
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; and

5.
The registrant’s other certifying officer 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 and material weaknesses 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/    JAMES R.
MCLEMORE

JAMES R. McLEMORE

Chief Financial and Accounting Officer

PART I, ITEM 4

 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, H. Averett Walker, and the Principal Financial and Accounting Officer, James R. McLemore, 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.

PART II

 Other Information

ITEM 1

 Legal Proceedings

 Not Applicable.

ITEM 2

 Unregistered Sales of Equity
Securities and Use of Proceeds

 Not Applicable

ITEM 3

 Defaults Upon Senior Securities

 Not Applicable.

ITEM 4

 Submission of Matters to a Vote of
Security Holders

 There were no matters submitted to a vote of securities
holders during the quarter ended March 31, 2005.

 34

 EXHIBIT 31.1

 CERTIFICATION

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

1.
I have reviewed this Form 10-Q/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 officer 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 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 disclosure
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; and

5.
The registrant’s other certifying officer 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 and material weaknesses 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.

 Date:

 October     , 2005

 /s/ H. Averett
Walker

 H. Averett Walker

 Chief Executive Officer

 39

 EXHIBIT 31.2

 CERTIFICATION

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

1.
I have reviewed this Form 10-Q/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