SecProbe.io

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      			September 7, 2005

Via U.S. Mail

Dennis W. Burnette
President and Chief Executive Officer
Cherokee Banking Company
1275 Riverstone Parkway
Canton, GA  30114

Re:	Cherokee Banking Company
      Revised Preliminary Schedule 14A
      Filed August 30, 2005
      File No. 000-30511

      Amended Schedule 13E-3
      Filed August 30, 2005
      File No. 005-60899

Dear Mr. Burnette:

      We have reviewed the above filings for compliance with Rule
13e-3 and have the following comments.  Where indicated, we think
you
should revise 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 detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.
      Please understand that 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
filings.
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.

Schedule 13E-3
Exhibits
1. We note your responses to comments 5 and 6.  Please note that
we
may have additional comments when you file the requested exhibits
and
fill in the blanks in your proxy statement.

Preliminary Schedule 14A

Special Factors

Effects of the Reorganization on Cherokee, page 13
2. Please tell us the reason for the decrease in the number of
shares
to be cashed out as a result of the reorganization from 191,474 to
161,141.

Pro Forma Effect of the Reorganization, page 18
3. We note your response to comment 21.  Please revise the
footnotes
to the new table in this section to explain the $59,747 adjustment
to
the assets line-item.

Opinion of Independent Financial Advisor

Terminal Value Analysis, page 32
4. We reissue comment 12 in part.  Please describe the material
assumptions underlying the projections added as a result of our
previous comment.
5. We reissue comment 30 as it concerns our previous request for
additional disclosure of the industry averages.

Fairness for Shareholders Remaining Intact After Completion of the
Plan, page 34
6. We reissue comment 32.  Please expand your disclosure to
describe
the assumptions related to earnings projections provided by
management.  Also, disclose the reason for the projections
prepared
by the financial advisor and by Mauldin and Jenkins, though based
on
the same information and assumptions provided by your management,
are
different.

Recent Affiliate Transactions in Cherokee Stock, page 46
7. Please revise the first sentence to show the number of shares
acquired by each director in your March 23, 2004 private
placement.

*       *       *       *
      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amended filings to expedite our review.  Please furnish a cover
letter with your amended filing that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amended filings and responses to our comments.
      In connection with responding to our comments, please
provide,
in writing, a revised statement from each filing persons
acknowledging that:
* the filing person is responsible for the adequacy and accuracy
of
the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the filing person 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.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

							Sincerely,

							Daniel F. Duchovny
							Attorney-Advisor
							Office of Mergers &
Acquisitions

cc: Kathryn L. Knudson, Esq. (via fax (404) 572-6999)
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Dennis W. Burnette
Cherokee Banking Company
September 7, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE

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