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 Colony Bankcorp,
Inc.

 115 South Grant
Street

 Fitzgerald, Georgia
31750

 September 24, 2025

 VIA EDGAR AND E-MAIL

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Robert Arzonetti

 Re: Colony Bankcorp, Inc. (the “Company”)

 Registration
Statement on Form S-4

 Filed
September 15, 2025 (amended on September 24, 2025)

 File
No. 333-290271

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Securities
and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement and declare the Registration
Statement effective under the Securities Act at 5:00 p.m., Eastern Time, on September 26, 2025, or as soon thereafter as practicable.
Please contact Olivia Weber at (404) 881-7298 of Alston & Bird LLP with any questions you may have concerning this request and to
confirm when this request for acceleration has been granted.

 [Remainder of the
page intentionally left blank]

 Very truly yours,

 Colony Bankcorp, inc.

 By:
 /s/ Derek Shelnutt

 Name: Derek Shelnutt

 Title: Executive Vice President and Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 22, 2025

T. Heath Fountain
Chief Executive Officer
Colony Bankcorp, Inc.
115 South Grant Street
Fitzgerald, GA 31750

 Re: Colony Bankcorp, Inc.
 Registration Statement on Form S-4
 Filed September 15, 2025
 File No. 333-290271
Dear T. Heath Fountain:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Mark Kanaly
</TEXT>
</DOCUMENT>

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COLONY BANKCORP, INC.

May 3, 2023

VIA EDGAR FILING and E-MAIL: SchiffmanT@sec.gov

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Todd Schiffman

Re:     Colony Bankcorp, Inc.

Registration Statement on Form S-3

File No. 333-270613

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Colony Bankcorp, Inc. (the “Company”) hereby requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”) and declare the Registration Statement effective under the Securities Act at 4:00 p.m., Eastern Time, on Thursday, May 4, 2023, or as soon thereafter as practicable. The Company also requests the Commission to specifically confirm such effective date and time to the Company in writing.

Sincerely,

Colony Bankcorp, Inc.

By:

  /s/ T. Heath Fountain

  Name:  T. Heath Fountain

  Title:  Chief Executive Officer and

Acting Chief Financial Officer

LEGAL02/42920735v1

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One Atlantic Center

1201 West Peachtree Street

Atlanta, GA  30309-3424

404-881-7000 | Fax: 404-881-7777

David S. Park Direct Dial:  404-881-7411 Email:  david.park@alston.com

May 2, 2023

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7561

Attention: Mr. Todd K. Schiffman

Re: Colony Bankcorp, Inc.

Registration Statement on Form S-3, Filed March 16, 2023

Amendment No. 1 to Registration Statement on Form S-3, Filed April 19, 2023

File No. 333-270613

Dear Mr. Schiffman:

On behalf of Colony Bankcorp, Inc. (the “Company”), this letter sets forth the Company’s response to the supplemental comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission from the calls on April 26, 2023 and May 1, 2023 regarding the above-referenced registration statement on Form S-3, as amended (the “Registration Statement”). This letter supplements and updates the letter provided by the Company to the Staff on April 18, 2023.

Set forth below is supplemental information regarding each of the comments made by the Staff from the calls on April 26, 2023 and May 1, 2023. For the convenience of the Staff, the comments made by the Staff are summarized in italics prior to the response to such comments.

Risk Factors

1.What specific actions has the Company taken to bolster its off balance sheet liquidity?

Response: In efforts to bolster its off balance sheet liquidity, the Company has adjusted its collateral at the Federal Home Loan Bank by replacing the Company’s investment securities with its loans, so that now all of the Company’s borrowings and capacity for future borrowings at the Federal Home Loan Bank are collateralized by the Company’s loans. The change in the amount pledged to the Federal Home Loan Bank in connection with this adjustment in collateral is not material to the Company. Moreover, this adjustment further bolstered the Company’s off balance sheet liquidity as it provides the Company with more unencumbered bonds to sell or pledge as collateral to obtain additional funding if needed.

In addition, the Company has pledged securities to the Bank Term Funding Program with the Federal Reserve to ensure that additional funding will be available if required. Finally, the

Alston & Bird LLP            www.alston.com

Atlanta | Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington, D.C.

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Company has also reviewed the process to pledge loans to the Federal Reserve Bank Discount Window to obtain additional funding if needed. For clarification purposes, the Company has not drawn on any funds from the Bank Term Funding Program nor pledged any loans to the Federal Reserve Bank Discount Window at this time.

2.What specific actions has the Company taken to enhance its monitoring of deposit flows and liquidity to ensure that it can detect any potential material changes?

Response: To enhance the monitoring of deposit flows and liquidity, the Company’s wire department is now tracking large outgoing wires and reporting these transactions to the Company’s executive management team immediately prior to the wires being released. In addition, the Company’s executive management team is now also reviewing the bank’s liquidity twice a week at its executive meetings. Finally, the Company’s daily liquidity report is now also being shared with two additional executives on the management team to better track liquidity on a daily basis.

We thank the Staff for its courtesies and consideration of the Company’s response.  If the Staff needs any additional information or has any questions regarding the foregoing response, please do not hesitate to contact the undersigned at (404) 881-7411 or david.park@alston.com.

Sincerely,

/s/ David Park

David Park

cc: T. Heath Fountain, Chief Executive Officer and Acting Chief Financial Officer

      James Lopez, Division of Corporation Finance, U.S. Securities and Exchange Commission

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One Atlantic Center

1201 West Peachtree Street

Atlanta, GA  30309-3424

404-881-7000 | Fax: 404-881-7777

David S. Park Direct Dial:  404-881-7411 Email:  david.park@alston.com

April 18, 2023

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7561

Attention: Mr. Todd K. Schiffman

Re: Colony Bankcorp, Inc.

Registration Statement on Form S-3

Filed March 16, 2023

File No. 333-270613

Dear Mr. Schiffman:

On behalf of Colony Bankcorp, Inc. (the “Company”), this letter sets forth the Company’s response to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission set forth in its letter dated April 14, 2023 (the “Comment Letter”), regarding the above-referenced registration statement on Form S-3 (the “Registration Statement”). The Company has also revised the Registration Statement in response to the Staff’s comment and is submitting concurrently with this letter Amendment No. 1 to the Registration Statement (“Amendment”), which reflects these revisions and updates and clarifies certain other information.

For the convenience of the Staff, the comment from the Comment Letter is restated in italics prior to the response to such comment. We are also sending, under separate cover, a marked copy of the Amendment showing the changes from the Registration Statement filed on March 16, 2023.

General

1.In light of recent market events and activities within the banking sector, pursuant to Item 11 of Form S-3, please describe any material impact these events and activities have had on your financial condition, operations, customer base, liquidity, capital position and risk profile. In this regard, advise us of the extent of any significant changes by management regarding interest rate risk and asset/liability management policies. Additionally, advise us whether you have a Chief Risk Officer and if not, who handles such duties.

Response: In response to the Staff’s comments, the Company has expanded the disclosure in the Amendment under the “Risk Factors” section to clarify that the recent market events and developments within the banking sector have not had a material impact on the Company’s

Alston & Bird LLP            www.alston.com

Atlanta | Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington, D.C.

LEGAL02/42876665v1

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financial condition, operations, customer base, liquidity, capital position or risk profile, nor did it require the Company to make any significant changes to its interest rate risk and asset/liability management policies in response thereto. The Company has also expanded its disclosure in the Amendment to describe certain actions it has taken in response to these recent market events, and to further clarify that the Company’s Board of Directors continues to work closely with the Company’s management and Chief Risk Officer to oversee and identify current and emerging enterprise risks.

We thank the Staff for its courtesies and consideration of the Company’s response.  If the Staff needs any additional information or has any questions regarding the foregoing response, please do not hesitate to contact the undersigned at (404) 881-7411 or david.park@alston.com.

Sincerely,

/s/ David Park

David Park

cc: T. Heath Fountain, Chief Executive Officer and Acting Chief Financial Officer

LEGAL02/42876665v1

United States securities and exchange commission logo
April 14, 2023
T. Heath Fountain
Chief Executive Officer and Acting Chief Financial Officer
COLONY BANKCORP INC
115 South Grant Street
Fitzgerald, Georgia 31750
Re:COLONY BANKCORP INC
Form S-3 filed March 16, 2023
File No. 333-270613
Dear T. Heath Fountain:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to our comment, we may have additional comments.
Form S-3 Filed March 16, 2023
General
1.In light of recent market events and activities within the banking sector, pursuant to Item
11 of Form S-3, please describe any material impact these events and activities have had
on your financial condition, operations, customer base, liquidity, capital position and risk
profile. In this regard, advise us of the extent of any significant changes by management
regarding interest rate risk and asset/liability management policies. Additionally, advise us
whether you have a Chief Risk Officer and if not, who handles such duties.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameT. Heath Fountain
 Comapany NameCOLONY BANKCORP INC
 April 14, 2023 Page 2
 FirstName LastName
T. Heath Fountain
COLONY BANKCORP INC
April 14, 2023
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Todd K. Schiffman at 202-551-3491 or James Lopez at 202-551-3536 if
you have questions regarding this comment or any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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COLONY BANKCORP, INC.

November 3, 2021

VIA EDGAR FILING and E-MAIL: EnvallE@sec.gov

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Eric Envall

Re:     Colony Bankcorp, Inc.

Registration Statement on Form S-3

File No. 333-260498

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Colony Bankcorp, Inc. (the “Company”) hereby requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”) and declare the Registration Statement effective under the Securities Act at 4:00 p.m., Eastern Time, on Friday, November 5, 2021, or as soon thereafter as practicable. The Company also requests the Commission to specifically confirm such effective date and time to the Company in writing.

Sincerely,

COLONY BANKCORP, INC.

By:

  /s/ Tracie Youngblood

  Name:  Tracie Youngblood

  Title:  Executive Vice President and

Chief Financial Officer

United States securities and exchange commission logo
November 3, 2021
Tracie Youngblood
Executive Vice President and Chief Financial Officer
Colony Bankcorp, Inc.
115 South Grant Street
Fitzgerald, GA 31750
Re:Colony Bankcorp, Inc.
Registration Statement on Form S-3
Filed October 26, 2021
File No. 333-260498
Dear Ms. Youngblood:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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COLONY BANKCORP, INC.

June 8, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Colony Bankcorp, Inc.

Request for Accelerated Effectiveness

Registration Statement on Form S-4

File No. 333-256651

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Colony Bankcorp, Inc. hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-4, as amended, so that it will become effective on June 10, 2021, at 3:00 p.m., Eastern time, or as soon as possible thereafter.

Please contact Jonathan Hightower of Fenimore, Kay, Harrison & Ford, LLP at (770) 282-5112 or Kevin Strachan of Fenimore, Kay, Harrison & Ford, LLP at (770) 282-5117 with any questions you may have with this request.  In addition, please notify either Mr. Hightower or Mr. Strachan by telephone when this request for acceleration has been granted.

Very truly yours,

COLONY BANKCORP, INC.

By: /s/ T. Heath Fountain

Name: T. Heath Fountain

Title: President and Chief Executive Officer

cc:  Jonathan Hightower, Fenimore, Kay, Harrison & Ford, LLP

  Kevin Strachan, Fenimore, Kay, Harrison & Ford, LLP

United States securities and exchange commission logo
June 3, 2021
T. Heath Fountain
Chief Executive Officer
Colony Bankcorp Inc.
115 South Grant Street
Fitzgerald, GA 31750
Re:Colony Bankcorp Inc.
Registration Statement on Form S-4
Filed May 28, 2021
File No. 333-256651
Dear Mr. Fountain:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Julia Griffith at 202-551-3267 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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COLONY BANKCORP, INC.

March 31, 2020

VIA EDGAR FILING and E-MAIL: EnvallE@sec.gov

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Eric Envall

			Re:

			Colony Bankcorp, Inc.

			Registration Statement on Form S-3

			File No. 333-237169

			Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Colony Bankcorp, Inc. (the “Company”) hereby requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”) and declare the Registration Statement effective under the Securities Act at 4:00 p.m., Eastern Time, on Thursday, April 2, 2020, or as soon thereafter as practicable. The Company also requests the Commission to specifically confirm such effective date and time to the Company in writing.

			Sincerely,

			Colony Bankcorp, Inc.

			By:

			/s/ Tracie Youngblood

			Name:

			Tracie Youngblood

			Title:

			Executive Vice President and

			Chief Financial Officer

March 19, 2020
Tracie Youngblood
Executive Vice President and Chief Financial Officer
Colony Bankcorp, Inc.
115 South Grant Street
Fitzgerald, GA 31750
Re:Colony Bankcorp, Inc.
Registration Statement on Form S-3
Filed March 13, 2020
File No. 333-237169
Dear Ms. Youngblood:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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SEC Acceleration Request Letter

 COLONY BANKCORP, INC.

February 11, 2019

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, NE

 Washington, D.C.
20549

Re:
 Colony Bankcorp, Inc. (the “Company”) Registration Statement on Form S-4 (File No. 333-229488), as amended (the “Registration Statement”)—Acceleration Request

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above-referenced
Registration Statement and declare the Registration Statement, as amended, effective under the Securities Act at 3:00 p.m., Eastern Time, on Wednesday, February 13, 2019, or as soon thereafter as practicable. The Company also requests the
Commission to specifically confirm such effective date and time to the Company in writing.

Sincerely,

Colony Bankcorp, Inc.

By:

 /s/ Terry L. Hester

Terry L. Hester

Executive Vice President and

Chief Financial Officer

February 5, 2019
Terry L. Hester
Executive Vice President and Chief Financial Officer
Colony Bankcorp Inc.
115 South Grant Street
Fitzgerald, GA 31750
Re:Colony Bankcorp Inc.
Registration Statement on Form S-4
Filed February 1, 2019
File No. 333-229488
Dear Mr. Hester:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

November 26, 2018
Terry Hester
Executive Vice President and Chief Financial Officer
Colony Bankcorp, Inc.
115 South Grant Street
Fitzgerald, GA 31750
Re:Colony Bankcorp, Inc.
Registration Statement on Form S-3
Filed November 16, 2018
File No. 333-228440
Dear Mr. Hester:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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CORRESP

 COLONY BANKCORP, INC.

November 26, 2018

 VIA EDGAR FILING
and E-MAIL: lind@sec.gov

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

 Attn: David Lin

Re:
 Colony Bankcorp, Inc.

Registration Statement on Form S-3

File No. 333-228440

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Colony Bankcorp, Inc. (the “Company”) hereby requests the Securities and Exchange Commission (the “Commission”) to
accelerate the effective date of the above-referenced registration statement (the “Registration Statement”) and declare the Registration Statement effective under the Securities Act at 4:00 p.m., Eastern Time, on Wednesday,
November 28, 2018, or as soon thereafter as practicable. The Company also requests the Commission to specifically confirm such effective date and time to the Company in writing.

 Sincerely,

Colony Bankcorp, Inc.

 By:

  /s/ Terry L. Hester

Name:

 Terry L. Hester

Title:

 Executive Vice President and

Chief Financial Officer

October 27, 2009
 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  File No. 000-12436

Dear Mr. Hester:

We have completed our review of your Form 10-K for the fiscal year ended
December 31, 2008, and we have no further comments.           S i n c e r e l y ,            Gregory Dundas         A t t o r n e y  A d v i s e r

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

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August 3, 2009

Mr. Justin Dobbie

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.   20549

Re:

Colony Bankcorp, Inc.

Commission File No. 000-12436

Letter dated July 27, 2009

Dear Mr. Dobbie:

In response to your letter dated July 27, 2009 regarding Form 10-K for the Fiscal Year Ended December 31, 2008, Form 10-Q for the Quarterly Period Ended March 31, 2009 and Definitive Proxy Statement on Schedule 14A filed April 23, 2009, we make the following comments:

1. Form 10-K for the Fiscal Year Ended December 31, 2008; Directors and Executive officers and Corporate Governance, page 66; and Executive Officers, page 7 of Definitive Proxy Statement on Schedule 14A – 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.

We will revise our disclosures in future filings to include the above-referenced disclosures for each executive officer and director to include their business experience, principal occupations and employment for at least the past five years.

Page 66 of Form 10-K only references information incorporated by reference to the Company’s definitive Proxy Statement to be filed within 120 days after the end of fiscal year covered by the Annual Report so no changes will be made with this language.

2. Executive Compensation, page 66 Form 10-K and Compensation Discussion and Analysis, page 14 of Definitive Proxy Statement on Schedule 14A- 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.

We will revise our disclosures in future filings to clarify who makes recommendations regarding equity awards and clearly disclose whether the CEO makes any recommendations regarding his own compensation.

For equity awards granted in January 2009, recommendations were presented to compensation committee in December 2008 by CEO for 2009 equity awards for officers except for the CEO and CFO.  The compensation committee approved equity awards recommended by CEO and set the equity award for the CEO and CFO.  Approval for the
equity awards was ratified and approved at the January 2009 board meeting.  The CEO does not make any recommendations regarding his own compensation.

Page 66 of Form 10-K only references information incorporated by reference to the Company’s definitive Proxy Statement to be filed within 120 days after the end of fiscal year covered by the Annual Report so no changes will be made with this language.

3. Executive Compensation, page 66 Form 10-K and Compensation Discussion and Analysis, page 14 of Definitive Proxy Statement on Schedule 14A, Under the subheading “Base Salary”, please tell us and revise future filings to clarify how the compensation committee “determined that the executive officers were
instrumental in carrying out Company initiatives.”

We will revise our disclosures in future filings to clarify how the compensation committee determines that the executive officers were instrumental in carrying our Company initiatives.

The compensation committee is heavily involved with company oversight and initiatives and though the Company was disappointed with earnings, credit-related issues and the decline in stock price during 2008- one significant initiative accomplished during 2008 was the restructuring of the Company from a multi-bank holding company with seven
bank subsidiaries and one non-bank subsidiary into a bank holding company with one subsidiary.  The process for the restructuring evolved over the past couple of years with Company management filing for regulatory approval during 2008, of which regulatory approval was received effective August 1, 2008.  This consolidation effort, which began in 2006, will enable the company to align products, pricing, and marketing efforts while re-allocating resources to support management’s future
growth strategies.  Future earnings should benefit positively beginning in 2009 as we implement operation enhancements – both in revenue enhancements and cost reduction efforts.  The restructuring will also enhance risk management efforts of management in overseeing operations.  Even with the successful consolidation efforts completed during 2008, it should be noted with the disappointing earnings performance of the company that executive officers did not receive base salary
increases for 2009.

Page 66 of Form 10-k only references information incorporated by reference to the Company’s definitive Proxy Statement to be filed within 120 days after the end of fiscal year covered by the Annual Report and no changes will be made with this language.

4. Executive Compensation, page 66, Form 10-K and Performance-Based Cash Incentive Compensation, page 16 of Definitive Proxy Statement on Schedule 14A.  In future filings, please disclose the performance targets utilized in determining cash incentive compensation for your named executive officers.

We will revise our disclosures in future filings to disclose the performance targets utilized in determining cash incentive compensation for the named executive officers.  We have no issue with more detailed disclosure regarding the performance-based cash incentive compensation.

The proposed disclosure regarding performance-based cash incentive for future filings will be detailed for each named executive officer.  The proposed revised provision based on 2008 performance is detailed below for Al. D. Ross, CEO as an example:

2008

2008

2008

2008

2008

Grid

Grid

Minimum

Target

Maximum

Actual

Incentive

Name

Measurement

Weighting

Level

Level

Level

Performance

Award

Ross

Return on equity

60
%

12.50
%

13.50
%

14.50
%

2.40
%

Potential award

$
16,875

$
33,750

$
67,500

$
-0-

Gross loan % inc. over prior year

20
%

10.00
%

15.00
%

20.00
%

1.67
%

Potential award

$
5,625

$
11,250

$
22,500

$
-0-

Increase in core deposits over prior year

5
%

7.50
%

11.25
%

15.00
%

-1.70
%

Potential award

$
1,406

$
2,812

$
5,625

$
-0-

Reduction of non-performing assets

15
%

15.00
%

27.50
%

40.00
%

-194.75
%

Potential award

$
4,219

$
8,438

$
16,875

$
-0-

Total potential award

100.00
%

$
28,125

$
56,250

$
112,500

$
-0-

Based on 2008 actual performance, none of the minimum grid measurements were met, therefore the compensation committee elected to not pay any cash incentive awards for 2008.  A similar detailed breakout would be disclosed for each named executive with future filings.

5. Executive Compensation, page 66 Form 10-K and Performance-Based Cash Incentive Compensation, page 16 of Definitive Proxy Statement on Schedule 14A, please tell us and revise future filings to clarify how the compensation committee arrived at its decisions regarding cash incentive compensation for performance in 2008.

We will revise future filings to clarify how the compensation committee arrived at its decisions regarding cash incentive compensation payouts for the fiscal year being reported.

The compensation committee reviewed actual performance compared to grid work targeted measurements and made their decision to not approve any cash incentive awards for 2008 as company performance did not meet any of the minimum goals set with the cash incentive plan targets. Most heavily influencing their decision was the decrease in net income
from $8,546,956 in 2007 to $2,028,824 in 2008, or a decrease of 76.26%.  Additionally, the compensation committee factored into their decision the stock price dropping from $15.20 on December 31, 2007 to $8.02 on December 31, 2008.  Other factors included flat balance sheet growth- both loans and deposits-, while at the same non-performing assets increased significantly, from 16,348,000 on December 31, 2007 to $48,186,000 on December 31, 2008, or an increase of 194.75%..

6. Executive Compensation, page 66 Form 10-K and Long-Term Equity Stock Award, page 17 of Definitive Proxy Statement on Schedule 14A, please tell us and revise future filings to disclose how the stock award amounts listed in the table were derived.

We will revise future filings to disclose how the stock award amounts were derived by the compensation committee.

As indicated in language regarding long-term equity stock awards, this is a long-term benefit that the Company feels enhances the link between the creation of stockholder value and long-term executive incentive compensation; provides an opportunity for increased equity ownership by executives; and maintains competitive levels of total compensation.  The
compensation committee is motivated to keep our executive compensation packages competitive with peer companies. The compensation committee reviews at least annually the peer company disclosures regarding executive compensation in order to ensure that our overall compensation package compares favorably.  One of the areas monitored is stock option plans or in our case a stock grant award plan.  The CEO works daily with executive officers and offers his input each year as to recommendations
for stock awards based on the executive officers production and performance to the overall company strategy.  The recommendation is for named executives other than himself and the CFO.  Stock awards for the CEO and CFO are determined and set by the compensation committee, while awards for the other named executive officers awards are considered upon the recommendation of the CEO.  The CEO makes no recommendations in regard to his compensation.  It was deemed prudent by
the compensation committee to grant 2008 stock grant awards based upon the efforts of company management in their movement toward a consolidated one bank holding company.  The consolidation effort will allow the company to operate more efficiently and had been a company priority the past couple of years.

7. Director Compensation, page 27 of Definitive Proxy Statement on Schedule 14A, 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.

We will revise future filings to clarify that board members receive set monthly director fees of $900 per month (exception being non-attendance of monthly meeting in which $100 is deducted from the set amount).

Annually board fees are approved and set at $900 per monthly board meeting with $100 being deducted from the set amount should the director not attend the monthly board meeting.  We do not agree with stating that they receive $800 per month, plus $100 for each board meeting attended.  This is really an immaterial point
in our mind as there is almost 100% attendance by every board member and only a play on wording that we think deviates from disclosing what is set and approved by the board each year.  Most of the directors have 100% attendance while only a couple of the directors at most would miss one or two meetings during the year.

8. Certain Relationships and Related Transactions and Director Independend, page 67 and Transactions with the Company, page 29 of Definitive Proxy Statement on Schedule 14A, please confirm, and revise 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 same time for comparable loans with persons not related to the lender.

We will file future filings to encompass the language noted in your comments to state that such loans were (1) made in the ordinary course of business; (2) were made on substantially the same terms, including interest rates and collateral, as were prevailing at the time for comparable transactions with persons not related to the lender; and
(3) did not involve more than normal risk of collectability or present other unfavorable features.

Page 67 of Form 10-K only references information incorporated by reference to the Company’s definitive Proxy Statement to be filed within 120 days after the end of the fiscal year covered by the Annual Report so no changes will be made with this language.

9. Exhibits 31.1 and 31.2. In future filings ensure that the certifications 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 interpretations.

We will revise in future filings language for Exhibits 31.1 and 31.2 to be in the exact format as set forth in Item 601(b)(31) of Regulation S-K.  We acknowledge that the title of the certifying individual will be deleted and that annual will be deleted from Paragraph 4(a).

10. Allowance for Loan Losses, page 40, please revise your future filings to provide additional discussion of the factors that contributed to the changes in your allowance for loan losses and how you considered factors when determining your allowance.  Please revise to more clearly address how you considered the specific factors, including the levels of nonperforming loans at each period as well as
the charge-offs for the period, when determining the amount of allowance. To the extent that the significant changes in your nonperforming loans were due to a few large credits or a large number of small credits, please discuss that fact.  Please discuss the reasons that your allowance has not proportionally followed the levels of your nonperforming loans and charge-offs.  Discuss the steps that you take to monitor and evaluate collateral values of your nonperforming and problem loans as part
of your allowance methodology, etc.

We have revised the June 30, 10-Q to more clearly address items that you cited in your comment letter.  We have tried to address and clarify to more clearly reflect activity and methodology utilized in determining an adequate allowance level at for the period ended June 30, 2009.

11. Controls and Procedures, page 53, we note that you have not included the disclosure required by item 308(c) of regulation S-K.  Please provide us with this disclosure for the period ended March 31, 2009 and confirm that you will include such disclosure in future filings.

The March 31, 2009 controls and procedures disclosure should be revised and stated as follows:

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report, as
required by paragraph (b) of Rules 13a-15 or 15d-15 of the Exchange Act.  Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective.

During the quarter ended March 31, 2009, there was not any change in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 of the Exchange Act that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.

We confirm that we will include such disclosure in future filings in order to be compliant with item 308(c) of regulation S-K.

Also enclosed is a statement acknowledging items included in your comment letter.  We appreciate you pointing out areas that we need to revise in future regulatory filings with Securities and Exchange Commission.  Please advise if you have any questions or need additional comment from us.  Should you need to telephone
me, my direct telephone number is 229-426-6002 or you may reach me via e-mail at t

CORRESP
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      COLONY
BANKCORP, INC.

      115 South
Grant Street

      Fitzgerald,
GA 31750

      February
24, 2009

      VIA
EDGAR

      Securities
and Exchange Commission

      100 F
Street, N.E.

      Washington,
D.C.  20549

      Attention:  Justin
Dobbie, Staff Attorney

                  Re:

                  Colony
      Bankcorp, Inc.

                  Registration
      Statement on Form S-3

                  Filed
      February 2, 2009

                  File
      No. 333-157069

      Ladies
and Gentlemen:

      Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Colony Bankcorp, Inc.
(Company) hereby requests that the Commission accelerate the effective date of
the above-referenced Registration Statement (Filing) so that it will become
effective on Tuesday, March 3, 2009.

      The
Company hereby acknowledges that:

                ·

                should
      the Commission or the Staff, acting pursuant to delegated authority,
      declare the Filing effective, it does not foreclose the Commission from
      taking any action with respect to the
Filing;

                ·

                the
      action of the Commission or the Staff, acting pursuant to delegated
      authority, in declaring the Filing effective, does not relieve the Company
      from its full responsibility for the adequacy and accuracy of the
      disclosure in the Filing; and

                ·

                the
      Company may not assert Staff comments and the declaration of effectiveness
      of the Filing as a defense in any proceeding initiated by the Commission
      or any person under the Federal securities laws of the United
      States.

                  Yours
      very truly,

                  COLONY
      BANKCORP, INC.

                  By:

                  /s/ Terry L. Hester

                  Terry
      L. Hester

                  Executive
      Vice President and

                  Chief
      Financial Officer

CORRESP
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    EXHIBIT
23.2

              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

              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

              EDWARD
      L. LONG, JR.

              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

              JENNY
      MARTIN STANSFIELD

              MARTY
      K. SENN

              STUART
      E. WALKER

              R.
      TYLER BRYANT

              OF
      COUNSEL

              JEFFREY
      M. RUTLEDGE

              EMERITUS

              T.
      BALDWIN MARTIN, JR.

              CUBBEDGE
      SNOW, JR.

              REMER C.
DANIEL

    February
18, 2009

    Mr.
Justin Dobbie, Staff Attorney

    U.S.
Securities & Exchange Commission

    Washington,
DC 20549

              RE:

              Colony
      Bankcorp, Inc.

    Registration
Statement on Form S-3

    Filed
February 2, 2009

    File No.
333-157069

    Dear Mr.
Dobbie:

    In response to your comment letter
dated February 10, 2009, please see the following numbered responses containing
the requested information and disclosure revisions for the above-referenced
Registration Statement on Form S-3:

              1.

              Because
      the offering does not meet the transaction requirements of Instruction
      I.B. of Form S-3 regarding the registration of preferred stock, the
      Registrant has removed the preferred stock from the registration
      statement.  Please see the amended disclosure that indicates the
      revisions made accordingly.

    If you have any further questions or
require any additional information or documentation, please contact me at
478-749-1709.

                  Yours
      very truly,

                  /s/ Michael N. White

                  MICHAEL
      N. WHITE

                  Attorney
      for Colony Bankcorp,
Inc.

    MNW:ps

    Enclosures

              cc:

              Mr.
      Terry Hester

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

      DIVISION OF
CORPORATION FINANCE

Mail Stop 4561
February 10, 2009

By U.S. Mail and Facsimile to: (478) 743-4204

Terry L. Hester Executive Vice President and Chief Financial Officer Colony Bankcorp, Inc. 115 South Grant Street Fitzgerald, Georgia 31750
Re: Colony Bankcorp, Inc.
  Registration Statement on Form S-3
Filed February 2, 2009
  File No. 333-157069

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.
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 S-3

General

1. We note that you are registering the resale  by selling securityholders of shares of
the company’s preferred stock.  Please  provide your analysis supporting the
determination that the offering meets th e transaction requirements of General

Terry L. Hester
Colony Bankcorp, Inc.
February 10, 2009 Page 2

Instruction I.B of Form S-3 with respect to  the registration of the preferred stock.
If the offering does not meet these tran saction requirements, please remove the
preferred stock from the registration statement.

Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment 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 amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Terry L. Hester
Colony Bankcorp, Inc. February 10, 2009 Page 3

securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.
 Please contact me at (202) 551-3469 with any questions.
     S i n c e r e l y ,          Justin Dobbie      S t a f f  A t t o r n e y
  cc: Michael N. White
Martin Snow, LLP 240 Third Street Macon, Georgia 31201

Mail Stop 4561      November 26, 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 completed our review of your Schedule 14A and related filings and have
no further comments at this time.

     S i n c e r e l y ,

     William Friar
        Senior Financial Analyst

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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

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

EDWARD L. LONG, JR.

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

JENNY MARTIN STANSFIELD

MARTY K. SENN

STUART E. WALKER

OF COUNSEL

JEFFREY M. RUTLEDGE

EMERITUS

T. BALDWIN MARTIN, JR.

CUBBEDGE SNOW, JR.

REMER C. DANIEL

November 21, 2008

Mr. William Friar, Senior Financial Analyst

U.S. Securities & Exchange Commission

Washington, DC 20549

RE:

Colony Bankcorp, Inc.

Schedule 14A

Filed October 30, 2008

File No. 000-12436

Dear Mr. Friar:

In response to your comment letter dated November 10, 2008, please see the following numbered responses containing the requested information and disclosure revisions for the Schedule 14A:

1.

The Company filed its preliminary application with the appropriate federal banking regulatory agencies on November 10, 2008, which is now disclosed on pages 3 and 5 of the amended Schedule 14A filed herewith.

2.

The Company has amended the Schedule 14A to disclose its intended use of the proceeds of the proposed sale of securities to Treasury on page 6.

3.

On page 7, the seventh bullet point discloses the potential appointment of two new directors required by Treasury under the Capital Purchase Program (“CPP”).  Additional language has been added on page 4 and Appendix “A” to provide for the election of directors by the preferred shareholders, and no further shareholder approval would be necessary to comply because the current bylaws of the
Company permit the bank to have up to 25 directors.  The Company’s participation in the CPP will not require restructuring of its executive compensation arrangements.  Please see amended disclosure on page 8.

Page Two

Mr. William Friar, Senior Financial Analyst

November 19, 2008

4.

Please see the amended disclosures on page 6 explaining that the Treasury’s denial would have no material adverse effect on the Company’s liquidity capital resources or results of operation.

5.

Please see the amended discussion on page 8 that the Company will not be required to modify any compensation plans or contracts to comply with Section 111 of the EESA.

6.

Please see the amended disclosure on page 7 which states the current market price of the Company’s common stock.  The initial filing included the 20 day average market price disclosure.

In addition, pursuant to our conversations with Mr. Michael Clampitt, please see the additional pro forma information required by Item 13 of Schedule 14A on pages 8-16 and the specific reports incorporated by reference on page 21.

As requested in your letter, a Statement of Acknowledgment in connection with the Company’s response to the Commission’s comments is enclosed.  If you have any further questions or require any additional information or documentation, please contact me at 478-749-1709.

Yours very truly,

/s/ Michael N. White

MICHAEL N. WHITE

Attorney for Colony Bankcorp, Inc.

MNW:ps

Enclosures

cc:           Mr. Terry Hester

STATEMENT OF ACKNOWLEDGMENT

The undersigned, Colony Bankcorp, Inc. (the “Company”), hereby acknowledges to the United States Securities and Exchange Commission (the “Commission”) in connection with the Company’s responses to the comments of the Commission regarding the filing of its Schedule 14A filed on October 30, 2008, and all amendments
thereto, the following:

1.            The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.            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

3.            The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or by any person under the federal securities laws of the United States.

COLONY BANKCORP, INC.

BY:

/s/ Al D. Ross

AL D. ROSS

President and Chief Executive Officer

Date:

November 21, 2008

December 31, 2007

September 30, 2008

$9.6 million

$28.9 million

$9.6 million

$28.9 million

Historical

 1%

 3%

Historical

 1%

 3%

Net interest income

$
42,458

$
42,938

$
43,903

$
28,133

$
28,439

$
29,054

Provision for losses on loans

5,931

5,931

5,931

8,512

8,512

8,512

Net interest income after provision for losses on loans

36,527

37,007

37,972

19,621

19,927

20,542

Noninterest income

7,817

7,817

7,817

7,185

7,185

7,185

Noninterest expense

31,579

31,579

31,579

23,284

23,284

23,284

Income from continuing operations before income taxes

12,765

13,245

14,210

3,522

3,828

4,443

Income tax expense

4,218

4,381

4,709

823

927

1,136

Income from continuing operations

8,547

8,864

9,501

2,699

2,901

3,307

Less: Preferred dividends

517

1,555

512

1,540

Income from continuing operations available to common stockholders

$
8,547

$
8,347

$
7,946

$
2,699

$
2,389

$
1,767

Basic earnings per share available to common stockholders

$
1.19

$
1.16

$
1.11

$
0.38

$
0.33

$
0.25

Diluted earnings per share available to common stockholders

$
1.19

$
1.15

$
1.07

$
0.38

$
0.33

$
0.24

Weighted Average Shares

7,188,696

7,188,696

7,188,696

7,197,016

7,197,016

7,197,016

Diluted Average Shares

7,197,331

7,277,131

7,436,730

7,197,016

7,234,939

7,310,785

Adjustments:

Net interest income

480

1,445

306

921

Income taxes

163

491

104

313

Preferred Dividends:

5% of Preferred Stock

480

1,445

480

1,445

Accretion of Discount

37

110

32

95

517

1,555

512

1,540

 1%

 3%

Risk Weighted Assets as of 9/30/08

$
962,938,272

$
9,629,383

$
28,888,148

Warrants at 15%

$
1,444,407

$
4,333,222

# of warrants based on average price of $9.25

156,152

468,456

Date

Open

High

Low

Close/Last

Volume

11/14/2008

8.57

8.57

8.57

8.57

564

11/13/2008

8.6

8.75

8.28

8.57

7,483

11/12/2008

9

9

8.6

8.99

13,096

11/11/2008

9.19

9.2

9.19

9.19

500

11/10/2008

9.1999

9.1999

9.1999

9.1999

100

11/7/2008

9.0501

9.085

9.05

9.0501

2,104

11/6/2008

9.03

9.03

9.01

9.01

1,491

11/5/2008

9.03

9.47

9

9.435

0

11/4/2008

9.03

9.47

9

9.435

0

11/3/2008

9.03

9.47

9

9.435

2,014

10/31/2008

8.75

8.75

8.75

8.75

2,577

10/30/2008

8.75

8.75

8.75

8.75

1,992

10/29/2008

9.2

9.2

8.54

8.75

3,149

10/28/2008

9.2

9.2

9.2

9.2

200

10/27/2008

9.27

9.31

9.25

9.25

2,132

10/24/2008

9.9

9.9

9.9

9.9

0

10/23/2008

9.9

9.9

9.9

9.9

0

10/22/2008

9.9

9.9

9.9

9.9

0

10/21/2008

9.9

9.9

9.9

9.9

0

10/20/2008

9.9

9.9

9.9

9.9

1,000

9.25

Information obtained from nasdaq.com

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