Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.

PRELIMINARY PROSPECTUS DATED AUGUST 17, 2004; SUBJECT TO COMPLETION

1,000,000 Shares

COMMUNITY CAPITAL BANCSHARES, INC.

Common Stock

     This is an offering of up to 1,000,000 shares of Community Capital Bancshares, Inc. common stock. We have engaged the underwriter, FIG Partners, L.L.C., to sell the shares on a best efforts basis. As part of the offering, the underwriter may offer and sell the common stock to our officers and directors and other persons identified by us. Our common stock is listed for trading on the Nasdaq SmallCap Market under the symbol “ALBY.” On August 13, 2004, the closing price of the common stock was $11.00 per share.

     Because the offering is being conducted on a best efforts basis, the underwriter is not required to sell any minimum number or dollar amount of shares and is not obligated to purchase the shares if they are not sold to the public. There is no minimum number of shares that must be sold in order to close the offering.

     Investing in our common stock involves risks, which are described in the “Risk Factors” section beginning on page 6 of this prospectus.

     We will pay the underwriter a sales commission equal to 6.25% of the offering price of the shares it sells in the offering. No commission, however, will be paid on shares having an aggregate value up to $2,500,000 which are sold to our directors and officers and other individuals identified by our directors and officers. Accordingly, the table above reflects a sales commission of 6.25% of the aggregate offering price for [__________] shares to be sold by the underwriter.

     Upon the closing of this offering, we have approved the grant of an option to our president, Robert E. Lee, to purchase a number of shares of our common stock equal to 5% of the number of shares sold in this offering. The exercise price of the option will be equal to the closing price of the common stock on the Nasdaq SmallCap Market as of the business day immediately prior to the closing date of the offering. See “Management—Option Grant Upon Completion of Offering” on page 41.

     The shares of common stock offered are not deposits, savings accounts, or other obligations of a bank or savings association and are not insured by the FDIC or any other governmental agency.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

     We expect to deliver the shares to purchasers on or about ______, 2004, upon receipt of the purchase price of the shares and subject to customary closing conditions.

FIG Partners, L.L.C.

     The date of this prospectus is _________, 2004.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUMMARY

     This summary does not contain all the information you should consider before investing in the common stock. You should read carefully the entire prospectus. Unless otherwise indicated, all references to “we,” “us,” and “our” in this prospectus refer to Community Capital Bancshares, Inc. and its subsidiaries, Albany Bank & Trust, N.A.; First Bank of Dothan, Inc.; Community Capital Statutory Trust I; and Community Capital Technology Services, Inc.

Our Company

Community Capital Bancshares, Inc.
2815 Meredyth Drive
Albany, Georgia 31707
(229) 446-2265

     Community Capital Bancshares, Inc. is a multi-bank holding company headquartered in Albany, Georgia. We were formed in August 1998 as a Georgia corporation and currently serve as the holding company and sole shareholder of Albany Bank & Trust and First Bank of Dothan. Our common stock is listed on the Nasdaq SmallCap Market under the symbol “ALBY.”

     Albany Bank & Trust is a national bank that began its banking operations on April 28, 1999. Since its opening, Albany Bank & Trust has grown to approximately $135,916,000 in total assets as of June 30, 2004. During this time Albany Bank & Trust has expanded its locations by adding branch offices in Lee County, Georgia, east Albany and downtown Albany. In November 2003, we expanded our market presence to Dothan, Alabama with our acquisition of First Bank of Dothan, an Alabama state bank with total assets of approximately $31,415,000 as of June 30, 2004. We believe that the Dothan market presents opportunities similar to the Albany market and a potential for future growth.

     We strive to provide superior customer service and maintain a friendly “hometown” atmosphere for our customers. We believe that these features are our competitive advantage in our local markets and have contributed to our growth over the past five years. We provide a broad array of banking products through our five branch locations, eight ATMs, Internet-based banking and telephone banking. At June 30, 2004 we had total assets of $165,888,000, total deposits of $128,273,000 and total shareholders’ equity of $13,354,000. Future growth for our company will be dependent upon a combination of internal growth within our banks and external growth through new branch expansions to new markets or acquisitions of existing banks in new markets.

     For the first six months of 2004, we had net income of $405,000 or $0.23 per share. This compares to the 2003 amount for the same period of $200,000 or $0.14 per share.

Market Opportunity

     The primary service areas for Community Capital are Dougherty and Lee counties in southwest Georgia and Houston County in southeast Alabama. Historically, Community Capital has primarily focused on the Albany Metropolitan Statistical Area (MSA), which includes both Dougherty and Lee counties. With the acquisition of First Bank of Dothan, we have expanded westward into southeastern Alabama, primarily to the communities located in or near Dothan. Additionally, in February 2004, Albany Bank & Trust opened a loan production office in Auburn, Alabama, which is located between Columbus, Georgia and Montgomery, Alabama on Interstate 85. Upon completion of the offering, First Bank of Dothan plans, subject to regulatory approval, to construct a branch office in Auburn, Alabama and further strengthen its presence in southeastern Alabama. Management believes its expansion into

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southeastern Alabama will increase Community Capital’s prospects for future growth and diversify its business, making it is less dependent on one economic area.

Our Strategy

     Ultimately, our success depends on our ability to excel as bankers in our market areas. As a smaller community banking organization, our banks are unable to compete with larger banks purely on a pricing basis. We must differentiate ourselves from them by providing superior customer service. This is accomplished by providing a warm, friendly atmosphere for customers entering our banks; prompt service to our customers by our knowledgeable bank staff; and prompt resolution of customer problems. By gaining our customers’ acceptance and developing our reputation as a hometown bank, we hope to gain repeat business as well as referrals from existing customers. Prompt, friendly service has been a way of life at Albany Bank & Trust since it opened and will be transferred to the staff at First Bank of Dothan as they are integrated into Community Capital.

The Offering

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     The number of shares of common stock to be outstanding after the offering is based upon the number of shares outstanding as of June 30, 2004 and excludes:

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Summary Consolidated Financial Data

     Our summary consolidated financial information presented below as of and for the years ended December 31, 2001 through December 31, 2003 is derived from our audited consolidated financial statements. You should read it together with our consolidated financial statements and the notes thereto included in our 2003 Annual Report to Shareholders, which is incorporated by reference into this prospectus as part of our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003, and our report on Form 10-QSB for the quarter ended June 30, 2004, which is also incorporated by reference into this prospectus. See “Documents Incorporated by Reference” on page 66. In the opinion of management, all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation for such periods or dates have been made.

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RISK FACTORS

     An investment in shares of our common stock involves various risks. Before deciding to invest in our common stock, you should carefully consider the risks described below in conjunction with the other information in this prospectus and information incorporated by reference into this prospectus, including our consolidated financial statements and related notes.

If we do not successfully integrate First Bank of Dothan into our business, we may not realize the expected benefits from our acquisition.

     We acquired First Bank of Dothan on November 13, 2003. We may encounter unforeseen expenses as well as difficulties and complications in integrating First Bank of Dothan’s operations with our overall operations. We expect to maintain most of First Bank of Dothan’s key customers and personnel and integrate First Bank of Dothan’s systems and procedures into ours with a minimal amount of cost and diversion of management time and attention. If we are unable to integrate First Bank of Dothan in a timely manner or if we experience disruptions with First Bank of Dothan’s customer relationships, the anticipated benefits of the acquisition of First Bank of Dothan may not be realized and our results of operations may be adversely affected.

We may face risks with respect to future expansion and acquisitions or mergers.

     We continuously seek to acquire other financial institutions or parts of those institutions and may engage in de novo branch expansion, acquisitions or mergers in the future. We may also consider and enter into new lines of business or offer new products or services. We also may receive future inquiries and have discussions with potential acquirors of us. Acquisitions and mergers involve a number of risks, including:

     We may incur substantial costs to expand, and we can give no assurance that such expansion will result in the levels of profits we seek. There can be no assurance that integration efforts for any future mergers or acquisitions will be successful. Also, we may issue equity securities, including common stock and securities convertible into shares of our common stock in connection with future acquisitions, which could

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cause ownership and economic dilution to our current shareholders and to investors purchasing common stock in this offering. There is no assurance that, following any future merger or acquisition, our integration efforts will be successful or that our company, after giving effect to the acquisition, will achieve profits comparable to or better than our historical experience.

The trading volume in our common stock has been low and the sale of substantial amounts of our common stock in the public market could depress the price of our common stock.

     The trading volume in our common stock on the Nasdaq SmallCap Market has been relatively low when compared with larger companies listed on the Nasdaq SmallCap Market, the Nasdaq National Market or the stock exchanges. We cannot say with any certainty that a more active and liquid trading market for our common stock will develop. Because of this, it may be more difficult for you to sell a substantial number of shares for the same price at which you could sell a smaller number of shares.

     We cannot predict the effect, if any, that future sales of our common stock in the market, or the availability of shares of common stock for sale in the market, will have on the market price of our common stock. We, therefore, can give no assurance that sales of substantial amounts of common stock in the market, or the potential for large amounts of sales in the market, would not cause the price of our common stock to decline or impair our future ability to raise capital through sales of our common stock. Upon completion of this offering, assuming all of the offered shares are sold, we will have approximately 2,703,705 shares of common stock outstanding.

An economic downturn, especially in southwestern Georgia and southeastern Alabama, could have an adverse effect on the quality of our loan portfolio and our financial performance.

     Economic recession over a prolonged period or other economic problems in Albany, Georgia; Dothan, Alabama; or in Georgia and Alabama generally could have a material adverse impact on the quality of our loan portfolio and the demand for our products and services. For example, a downturn in the local economy could make it more difficult for borrowers to repay their loans, which could lead to loan losses. This could in turn reduce our net income and profitability.

Unexpected changes in interest rates may decrease our net interest income.

     If we are unsuccessful in managing interest rate fluctuations, our net interest income could decrease materially. Our operations depend substantially on our net interest income, which is the difference between the interest income earned on our interest-earning assets and the interest expense paid on our interest-bearing liabilities. Like most depository institutions, our earnings and net interest income are affected by changes in market interest rates and other economic factors beyond our control. For example, as of June 30, 2004, we had a one-year negative “gap,” meaning that we had more interest rate-sensitive liabilities than interest rate-sensitive assets maturing or repricing within one year of that time. This means that our net interest income is likely to decrease in an increasing interest rate environment unless we adjust our mix of assets and liabilities to compensate for this effect. If we were in a positive “gap” position, meaning we had more interest-sensitive assets than liabilities, our net interest income would likely decrease in a decreasing interest rate environment unless we adjusted our mix of assets and liabilities to compensate for this effect. The measures that we take to guard against interest rate risk may not be effective in minimizing our exposure to this risk. As of June 30, 2004, our cumulative one-year interest rate-sensitivity gap ratio was 71%, which is outside our target range of 80% to 120% in this time horizon. We have a substantial amount of certificates of deposit repricing in the second half of 2004. While management believes these deposits can be repriced at current rates for an extended period, our liquidity may be negatively affected if these deposits reprice at higher rates than anticipated. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Asset/Liability Management,” page 26.

We may lose principal and interest due to us because of our borrowers’ failure to perform according to the terms of their loan agreements.

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     One of the greatest risks facing lenders generally is credit risk; that is, the risk of losing principal and interest due to a borrower’s failure to perform according to the terms of a loan agreement. Because many of the loans made by our subsidiary banks are secured by real estate, any conditions adversely affecting the real estate market in our primary market areas could have a significant adverse effect on the level of our nonperforming loans and/or the value of the collateral securing a substantial portion of our loans.

Our allowance for loan losses could become inadequate.

     We maintain an allowance for loan losses that we believe is adequate for absorbing any potential losses in our loan portfolio. Our management determines the amount of the allowance for loan losses based on general market conditions, credit quality of the loan portfolio, and performance of our customers relative to their financial obligations with us. Although we believe our allowance for loan losses is adequate to absorb probable losses in our loan portfolio, we cannot predict such losses or that our allowance will continue to be adequate in the future. Excessive loan losses could have a material adverse effect on our financial performance.

Industry competition may have an adverse effect on our profitability.

     Competition in the banking and financial services industry is intense, and our profitability depends upon our continued ability to compete in our market areas. We compete with national, regional and community banks; savings and loan associations; credit unions; finance companies; mutual funds; insurance companies; and brokerage and investment banking firms operating locally and elsewhere. In addition, because the Gramm-Leach-Bliley Act permits banks, securities firms and insurance companies to affiliate, a number of larger financial institutions and other corporations offering a wider variety of financial services than we currently offer could enter and aggressively compete in the markets we currently serve. Many of these competitors have substantially greater resources, lending limits and operating histories than we do and may offer services that we do not or cannot provide. See “Business—Competition,” page 33.

Departures of our key personnel may impair our operations.

     We are a customer-focused and relationship-driven organization. Our growth and success have been in large part driven by the personal customer relationships maintained by our senior management team. Each member of our senior management team is important to our success, and the unexpected loss of any of these persons could impair our day-to-day operations as well as our strategic direction. Our senior management team includes:

     Although we have entered into employment agreements with Messrs. Lee and Guillebeau, we cannot assure you of their continued service. See “Management,” page 39.

Our ability to pay dividends is restricted by federal policies and regulations, and we may not pay dividends in the future.

     Federal Reserve Board policy, the Office of the Comptroller of the Currency (the “OCC”) regulations and the Alabama State Banking Department regulations restrict our ability to pay dividends, and we cannot assure you that we will pay dividends on our common stock in the future. Federal Reserve Board policy states that bank holding companies should pay cash dividends on common stock only out of net income available over the past year and only if prospective earnings retention is consistent with the organization’s expected

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future needs and financial condition. The policy provides that a bank holding company should not maintain a level of cash dividends that undermines its ability to serve as a source of strength to its banking subsidiaries. Although we have paid dividends in the past, we can make no assurance that we will be able to continue to pay dividends in the future. Our ability to declare and pay dividends on our common stock depends upon our earnings and financial condition, our liquidity and capital requirements, the general economic and regulatory climate, and other factors our Board of Directors deems relevant.

     Our principal source of funds to pay dividends is cash dividends that we receive from our subsidiaries, Albany Bank & Trust and First Bank of Dothan. Under the terms of a Memorandum of Understanding, dated January 9, 2003, First Bank of Dothan may not pay any cash dividends without the prior written consent of the FDIC and the Alabama State Banking Department. In the absence of the Memorandum of Understanding, First Bank of Dothan may not declare or pay a dividend in excess of 90% of its net earnings until its surplus is equal to 20% of its capital. First Bank of Dothan is also required by state law to obtain prior approval of the Alabama State Banking Department for payments of dividends if the total of all dividends in any year will exceed (1) the total of First Bank of Dothan’s net earnings for that year, plus (2) First Bank of Dothan’s retained net earnings for the preceding two years, less any required transfers to surplus. Albany Bank & Trust is required by federal law to obtain prior approval of the OCC for payments of dividends if the total of all dividends declared by its Board of Directors in any year will exceed (1) the total of Albany Bank & Trust’s net profits for that year, plus (2) Albany Bank & Trust’s retained net profits of the preceding two years, less any required transfers to surplus. See “Supervision and Regulation—Payment of Dividends,” page 60, and “Business—Lending Services—Memorandum of Understanding,” page 36.

Our executive officers and directors own a significant portion of our outstanding common stock and may be able to control the outcome of corporate actions that require shareholder approval.

     Our directors and executive officers may purchase up to approximately 200,000 shares of common stock in this offering. After this offering, and taking into account their purchase of up to 200,000 shares in the offering, our directors and executive officers are expected to beneficially own or control approximately 1,073,184 shares, including shares subject to exercisable warrants and options, representing approximately 34.7% of our outstanding common stock. As a result, our directors and executive officers could exercise significant control over matters requiring shareholder approval, including the election of directors or a change in control of our company. See “Principal Shareholders and Stock Ownership of Management,” page 37.

The exercise of outstanding stock options and warrants and the stock option to be granted to our president upon completion of this offering may result in dilution of your ownership interest in Community Capital.

     As of June 30, 2004, we had outstanding stock options to purchase a total of 242,935 shares of our common stock at a weighted average exercise price of $8.94 per share and warrants to purchase a total of 266,135 shares of our common stock at $7.00 per share. All of these stock options and warrants are held by our directors, officers and employees. Additionally, upon the closing of this offering, we have approved the grant of a stock option to our president, Robert E. Lee, to purchase a number of shares of our common stock equal to 5% of the shares sold in this offering. The exercise price of the option will be the closing price of the common stock on the Nasdaq SmallCap Market as of the business day immediately prior to the closing date of the offering. The option will become exercisable in 20% annual increments beginning on the first anniversary of the closing date and will remain exercisable for the ten-year period following the closing date or for 90 days after the option holder ceases to be employed by Community Capital, whichever is shorter.

     As a result, upon completion of this offering, up to approximately 559,070 shares of our common stock will be issuable upon the exercise of outstanding stock options and warrants, which represents approximately 20.7% of the shares to be outstanding after the offering, assuming all of the shares offered are sold. The issuance of these shares will result in dilution of your ownership interest in Community Capital.

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Additionally, the exercise of the stock options and warrants could adversely affect the terms on which we can obtain additional capital; for instance, the holders of the stock options and warrants could exercise the stock options or warrants when we could obtain capital by offering additional securities on terms more favorable to us than those provided for by the stock options and warrants. The directors, officers and employees that hold the outstanding stock options and warrants will have the opportunity to profit from any rise in the market value of our common stock or any increase in our net worth.

Government regulation may have an adverse effect on our profitability and growth.

     Bank holding companies and banks are subject to extensive state and federal government supervision and regulation. First Bank of Dothan, which we acquired in November 2003, is also subject to a Memorandum of Understanding, dated January 9, 2003, which primarily places limitations on First Bank of Dothan’s lending practices, dividends and capital leverage ratios. Changes in state and federal banking laws and regulations or in federal monetary policies could adversely affect our ability to maintain profitability and continue to grow. For example, new legislation or regulation could limit the manner in which we may conduct our business, including our ability to obtain financing, attract deposits, make loans and achieve satisfactory interest spreads. Many of these regulations are intended to protect depositors, the public and the FDIC, not shareholders. In addition, the burden imposed by federal and state regulations may place us at a competitive disadvantage compared to competitors who are less regulated. The laws, regulations, interpretations and enforcement policies that apply to us have been subject to significant, and sometimes retroactively applied, changes in recent years and may change significantly in the future. Future legislation or government policy may also adversely affect the banking industry or our operations. See “Supervision and Regulation,” page 54.

If we raise additional capital by issuing more shares of common stock, your ownership interest in Community Capital may be diluted.

     The issuance of additional shares of common stock could dilute your ownership interest in Community Capital. Our Board of Directors may elect to raise additional capital by issuing additional shares of common stock or other securities. We may issue additional securities at prices or on terms less favorable than or equal to the public offering price and the other terms of this offering.

We have broad discretion in using the net proceeds of this offering. Our failure to effectively use these proceeds could adversely affect our ability to earn profits.

     We intend to use the net proceeds of this offering to pay off $1.75 million in existing debt, to provide additional capital to our subsidiaries to support asset growth, for future bank or branch acquisitions and for other general corporate purposes. In particular, we intend to provide an additional $5 million in capital to First Bank of Dothan. First Bank of Dothan intends to use approximately $1,000,000 of the additional capital to construct a new branch office in Auburn, Alabama. First Bank of Dothan plans to use the remaining additional capital to support asset growth generally. In the event we do not sell all of the shares offered, we intend to use the net proceeds first to provide up to $5 million in additional capital to First Bank of Dothan and then to pay off all, or part of, our existing $1.75 million debt. Otherwise, we have not allocated specific amounts of the net proceeds to specific purposes and will have significant flexibility in determining our application of the net proceeds. Our failure to apply these funds effectively could reduce our ability to earn profits.

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CAUTIONARY STATEMENT ABOUT
FORWARD-LOOKING STATEMENTS

     Various matters discussed in this document and in documents incorporated by reference in this prospectus, including matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from our future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “may,” “should,” “could,” “project,” “predict,” “potential” and similar expressions are intended to identify such forward-looking statements.

     The cautionary statements in the “Risk Factors” section and elsewhere in this prospectus or in documents incorporated by reference also identify important factors and possible events which involve risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. If you are interested in purchasing shares of our common stock, you should consider these risk factors carefully, as well as factors discussed elsewhere in this prospectus and in documents incorporated by reference, before making a decision to invest. All forward-looking statements in this prospectus are based on information available to us on the date of this prospectus. Our actual results may differ materially from the results anticipated in forward-looking statements due to a variety of factors, including governmental monetary and fiscal policies; deposit levels; loan demand; loan collateral values; securities portfolio values; interest rate risk management; the effects of competition in the banking business from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market funds and other financial institutions operating in our market areas and elsewhere, including institutions operating through the Internet; and changes in governmental regulation relating to the banking industry, including regulations relating to branching and acquisitions, failure of assumptions underlying the establishment of reserves for loan losses, including the value of collateral underlying delinquent loans and other factors. We do not intend to and assume no responsibility for updating any forward-looking statements that may be made by us or on our behalf in this prospectus or otherwise.

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USE OF PROCEEDS

     The following table sets forth the calculation of our net proceeds from the offering at an assumed public offering price of $11.00 per share. Because this is a best efforts offering and there is no minimum number of shares to be sold, we are presenting this information assuming that we sell 25%, 50% and 100% of the shares of common stock that we are offering.

     We plan to use the net proceeds from the offering to:

     In particular, we intend to provide an additional $5 million in capital to First Bank of Dothan. First Bank of Dothan intends to use approximately $1,000,000 of the additional capital to construct a new branch office in Auburn, Alabama. First Bank of Dothan plans to use the remaining additional capital to support asset growth generally. In the event we do not sell all of the shares offered, we intend to use the net proceeds first to provide up to $5 million in additional capital to First Bank of Dothan and then to pay off all, or part of, our existing $1.75 million debt. Otherwise, we have not established any priorities for use of the net proceeds from the offering.

     Our existing $1.75 million debt consists of a line of credit with Nexity Bank, Birmingham, Alabama. The line of credit matures on November 14, 2016 and bears interest at a rate equal to prime less 0.50% per annum. We obtained and drew $1.75 million on the line of credit in January 2004 in order to fund the acquisition of First Bank of Dothan.

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CAPITALIZATION

     The following table shows our capitalization as of June 30, 2004. Our capitalization is presented on an actual historical basis and as adjusted to give effect to the receipt of the estimated net proceeds from the offering, assuming that we sell 25%, 50% and 100% of the shares of common stock that we plan to sell at an assumed offering price of $11.00 per share. The “As Adjusted” columns further assume that shares having an aggregate value of $2,500,000 are sold to our directors and officers and other persons identified by our directors and officers and no commissions are paid on the sale of those shares.

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PRICE RANGE OF OUR COMMON STOCK

     Our common stock is quoted on the Nasdaq SmallCap Market under the symbol “ALBY.” On August 13, 2004, the last reported sales price of our common stock reported on the Nasdaq SmallCap Market was $11.00 per share. As of that date, there were approximately 169 holders of record of our common stock.

     The following table sets forth the high and low bid prices for our common stock on the Nasdaq SmallCap Market for the calendar quarters indicated. Stock price data on the Nasdaq SmallCap Market reflects inter-dealer prices, without retail markup or markdown or commission, and may not necessarily represent actual transactions. In addition, the table provides the cash dividend per share we paid on our common stock in each of these calendar quarters.

     We intend to continue paying cash dividends, but make no assurances that we will pay any dividends. The amount and frequency of cash dividends, if any, will be determined by our Board of Directors after consideration of various factors, which may include the following:

     Our ability to pay dividends depends upon the ability of our subsidiaries to pay dividends to us and our borrowing capacity. Because our subsidiary banks are subject to various banking laws and regulations, the ability of these subsidiaries to pay dividends may be limited or otherwise restricted. Under the terms of a Memorandum of Understanding, dated January 9, 2003, First Bank of Dothan may not pay any cash dividends without the prior written consent of the FDIC and the Alabama State Banking Department. Absent the Memorandum of Understanding, First Bank of Dothan may not declare or pay a dividend in excess of 90% of its net earnings until First Bank of Dothan’s surplus is equal to 20% of its capital. First Bank of Dothan is also required by state law to obtain prior approval of the Alabama State Banking Department for payments of dividends if the total of all dividends in any year will exceed (1) the total of First Bank of Dothan’s net earnings for that year, plus (2) First Bank of Dothan’s retained net earnings for the preceding two years, less any required transfers to surplus. Albany Bank & Trust is required by federal law to obtain prior approval of the OCC for payments of dividends if the total of all dividends declared by our Board of Directors in any year will exceed (1) the

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total of Albany Bank & Trust’s net profits for that year, plus (2) Albany Bank & Trust’s retained net profits of the preceding two years, less any required transfers to surplus. See “Supervision and Regulation—Payment of Dividends,” page 60, and “Business—Lending Services—Memorandum of Understanding,” page 36.

     In addition, under Federal Reserve policy, we are required to maintain adequate regulatory capital and are expected to act as a source of financial strength to our financial institution subsidiaries and to commit resources to support these subsidiaries in circumstances where we might not otherwise do so. This policy could have the effect of reducing the amount of dividends we are allowed to declare. See “Supervision and Regulation—Community Capital—Support of Subsidiary Institutions,” page 56.

     Our ability to pay cash dividends is further subject to our continued payment of interest that we owe on our junior subordinated debentures. As of June 30, 2004, we had approximately $4.1 million of junior subordinated debentures outstanding. We have the right to defer payment of interest on the junior subordinated debentures for a period not exceeding 20 consecutive quarters. If we defer, or fail to make, interest payments on the junior subordinated debentures, or if we fail to comply with certain covenants under our loan agreements, we will be prohibited, subject to certain exceptions, from paying cash dividends on our common stock until we pay all deferred interest and resume interest payments on the junior subordinated debentures and until we comply with the covenants under our loan agreements.

     At June 30, 2004, under applicable regulations, the amount available to be paid as dividends by Albany Bank & Trust without prior regulatory approval was $2,073,000.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

     The following is a discussion of the financial condition of Community Capital Bancshares, Inc. (“Community Capital”) and its bank subsidiaries, Albany Bank & Trust, N.A. and First Bank of Dothan, Inc., at June 30, 2004 and 2003 and December 31, 2003 and 2002 and the results of their operations for the periods then ended. The purpose of this discussion is to focus on information about Community Capital’s financial condition and results of operations which are not otherwise apparent from the audited consolidated financial statements. Reference should be made to those statements and the other financial information presented elsewhere in this prospectus for an understanding of the following discussion and analysis.

Overview

     Net income for the six months ended June 30, 2004 was $405,000 as compared to $200,000 for the six months ended June 30, 2003. Net income before taxes increased $295,000 to $597,000. Community Capital recorded provisions for income taxes of $192,000, or 32% of net income before taxes, in the six months ended June 30, 2004 compared to $102,000, or 34% of net income before taxes for the six months ended June 30, 2003. Basic earnings per share for the six months ended June 30, 2004 were $0.23 compared to $0.14 for the six months ended June 30, 2003. Total assets increased during the six months ended June 30, 2004 by $7,159,000, or 4.5%.

     Net income for 2003 was $650,000 as compared to the prior year amount of $567,000, representing an increase in net income of $83,000. Net income before taxes increased $84,000 to $938,000. Community Capital recorded provisions for income taxes of $289,000, or 31% of net income before taxes, in 2003 compared to $287,000, or 34% of net income before taxes, in 2002. Basic earnings per share increased in 2003 to $0.44 from the 2002 amount of $0.39. Total assets increased during the year by $49,500,000, or 45%. The acquisition of First Bank of Dothan accounted for $29,900,000, or 60%, of the total increase in assets.

Financial Condition at June 30, 2004

     As of June 30, 2004 Community Capital’s total assets were $165,888,000 representing an increase of $7,159,000, or 4.51%, from December 31, 2003. Earning assets consist of federal funds sold, investment securities and loans. These assets provide the majority of Community Capital’s earnings. The mix of earning assets (87% of total assets as of June 30, 2004) is a reflection of management’s philosophy regarding earnings versus risk.

     Federal funds sold represent an overnight investment of funds and can be converted immediately to cash. At June 30, 2004, federal funds sold were $1,326,000. At December 31, 2003, Community Capital had federal funds sold of $2,684,000.

     Investment securities consist of U.S. Government and Agency securities and municipal bonds. These investments are used to provide fixed maturities and as collateral for advances from the Federal Home Loan Bank and large public fund deposits. During the first six months of 2004, investment securities decreased $1,436,000 due to maturities and sales of securities. All securities are classified as available for sale, and are carried at current market values.

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     The loan portfolio is the largest earning asset and is the primary source of earnings for Community Capital. At June 30, 2004 net loans were $112,202,000. The loan portfolio increased $4,731,000, or 4.40%, during the first six months of 2004. At June 30, 2004, the allowance for loan losses was $1,809,000, or 1.59% of total loans. Management believes this is an adequate but not excessive amount based upon the composition of the current loan portfolio and current economic conditions. The relationship of the allowance to total loans will vary over time based upon management’s evaluation of the loan portfolio. Management evaluates the adequacy of the allowance on a monthly basis and adjusts it accordingly by a monthly charge to earnings using the provision for loan losses. During the first six months of 2004, the provision for potential loan losses was $15,000 as compared to $215,000 for the same period in 2003. The lower provision for the current year is the result of a higher quality loan portfolio which does not require as much addition to the allowance as new loans are added to the portfolio.

     In March 2003, Community Capital formed a wholly owned Connecticut statutory trust, Community Capital Statutory Trust I, which issued $4 million aggregate principal amount of trust preferred securities. The trust preferred securities represent guaranteed preferred beneficial interests in Community Capital’s junior subordinated deferrable interest debentures that qualify as Tier 1 capital subject to the limitations under Federal Reserve Board guidelines. Community Capital owns the entire $124,000 aggregate principal amount of the common securities of the Trust. The proceeds from the issuance of the common securities and the trust preferred securities were used by the Trust to purchase $4.1 million of junior subordinated debentures of Community Capital, which pay interest at a floating rate equal to the three-month LIBOR plus 315 basis points. The proceeds received by Community Capital from the sale of the junior subordinated debentures were used to provide additional paid in capital to Albany Bank & Trust, to support its future growth.

     Non-earning assets consist of premises and equipment, and other assets. Premises and equipment increased during the first six months of 2004 as a result of the construction costs for the downtown Albany branch of Albany Bank & Trust. Other assets consist primarily of bank-owned life insurance, which increased $4,529,000 during the second quarter of 2004 as a result of the purchase of bank-owned life insurance.

     Community Capital funds its assets primarily through deposits from customers. Additionally, it will borrow funds from other sources to provide longer term fixed rate funding for its assets. Community Capital must pay interest on the majority of these funds and attempts to price these funds competitively in the market place but at a level that it can safely reinvest the funds profitably. At June 30, 2004, total deposits were $128,273,000 as compared to the year-end amount of $123,223,000. This is an increase of $5,050,000, or 4.10%. During the first six months of 2004, Community Capital increased its overall deposits to fund future growth using the relatively low rate environment.

Interest-bearing deposits are comprised of the following categories:

     Other borrowings consist of Federal Home Loan Bank advances and are secured by investment securities and loans of Albany Bank & Trust. No new advances were obtained during the first six months of 2004.

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Results of Operations for the Six Months Ended June 30, 2004 and 2003

     Net income for the six months ended June 30, 2004 was $405,000 as compared to $200,000 for the same period in 2003. Although net interest income increased by $1,012,000 or 48% in 2004 as compared to the first six months of 2003, non-interest expense increased $1,051,000 or 51% in 2004 as compared to the first six months of 2003.

     Total interest income increased $1,125,000 for the six months ended June 30, 2004 or 33.01% from the same period in the previous year. This was the result of increased interest income on loans, which increased $845,000, and investment income, which increased $281,000 over the same period in the previous year. The increase in interest income was the direct result of the larger loan portfolio in the current year combined with having the Dothan Bank’s loans added to the portfolio in November 2003. In addition, a larger investment portfolio over the same period last year contributed to the increase in interest income.

     Interest expense for the six months ended June 30, 2004 was $1,432,000. This is the major expense item for Community Capital and increased $115,000 from the previous year. This increase is the direct result of the addition of the Dothan Bank.

     Net interest income after the provision for loan losses was $3,087,000 for the six months ended June 30, 2004 as compared to the 2003 amount of $1,876,000. This is an increase of $1,211,000 or 64.55%. This increase is the combined result of the increased level of earning assets and the lower cost of funds during the current year. Also, the addition of the Dothan Bank attributed to the growth rate.

     Other income increased $135,000 to $614,000 for the six months ended June 30, 2004 as compared to the same period in 2003. Service charges on deposit accounts increased $176,000 or 72% due to the larger number of deposit accounts and increases in fees charged to customers. Mortgage origination fees decreased $60,000 as compared to the same period in the previous year. These fees are generated by facilitating mortgage loans for customers, which are sold in the secondary market. The decrease in volumes and higher interest rate levels led to decreases in this area of activity.

     Non-interest expense increased $1,051,000 to $3,104,000 for the six months ended June 30, 2004 as compared to the same period in 2003. This is an increase of 51.19%. The largest area of increase was in the salary and employee benefits category. This expense item was $1,529,000 for the six months ended June 30, 2004 as compared to $975,000 for the same period in the previous year. This is an increase of $554,000 or 56.82%. The growth in this expense item is due to the increased staffing required to properly serve our customers as well as the addition of Dothan Bank and slightly higher levels of pay during the current year.

     Equipment and Occupancy expenses increased $158,000 or 53.57% for the six months ended June 30, 2004 from the same period in 2003. The increase is due to the expansion of the Albany Bank and the addition of Dothan Bank. Other expenses increased $97,000 to $338,000 in the current year. The majority of this increase is the result of the addition of the Dothan Bank.

     Diluted earnings per share for the six months ended June 30, 2004 were $0.21 and increased $0.09 or 75% as compared to the first six months of the previous year.

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Financial Condition at December 31, 2003 and 2002

     Following is a summary of Community Capital’s balance sheets as of December 31, 2003 and 2002.

     As of December 31, 2003, Community Capital had total assets of $158.7 million, an increase of $49.5 million from the previous year end. Increased deposits of $37.2 million, FHLB borrowings of $5.1 million and guaranteed interests in subordinated debt of $4.0 million funded the majority of the increase in total assets. The primary use of these funds was to fund loan growth. Net loans increased $26.6 million during the year to $107.5 million. The First Bank of Dothan acquisition accounted for $17.2 million, or 65%, of the total increase in loans. Community Capital expects to continue its growth in 2004, but not at the same percentage increase.

     As of December 31, 2002, Community Capital had total assets of $109.2 million. Total assets increased $20.5 million during the year 2002. The primary increase in assets during this year was in the loan portfolio, which increased $19.7 million to $80.9 million. The increase in assets was funded by increased deposits of $16.1 million and increased FHLB borrowings of $1.6 million.

     Community Capital’s investment portfolio, consisting primarily of Federal Agency bonds and mortgage-backed securities, amounted to $32.9 million at December 31, 2003. This compares to the December 31, 2002 amount of $16.9 million. First Bank of Dothan accounted for $4.5 million, or 28%, of the total increase of $16.0 million in securities in 2003. All securities are classified as available for sale and carried at current market values except for restricted equity securities, which are carried at cost. During 2002, Community Capital began investing in more mortgage-backed securities as opposed to single-payment investments. Mortgage-backed securities are providing relatively higher returns and are also generating monthly cash flow which would be available for investment at higher rates when interest rates begin to increase.

     Community Capital has 66% of its loan portfolio collateralized by real estate located in its primary market area of Dougherty County and surrounding counties in Georgia and Houston County and surrounding counties in Alabama. Community Capital’s real estate mortgage and construction portfolio consists of loans collateralized by one- to four-family residential properties (37%), construction loans to build one- to four-family residential properties, (12%) and nonresidential and multi-family properties

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consisting primarily of small business commercial, agricultural and rental properties (17%). Community Capital generally requires that loans collateralized by real estate not exceed the collateral values by the following percentages for each type of real estate loan listed:

     Community Capital’s remaining 34% of its loan portfolio consists of commercial, consumer, and other loans. Community Capital requires collateral commensurate with the repayment ability and creditworthiness of the borrower.

     The specific economic and credit risks associated with Community Capital’s loan portfolio, especially the real estate portfolio, include but are not limited to a general downturn in the economy which could affect unemployment rates in Community Capital’s market area, general real estate market deterioration, interest rate fluctuations, deteriorated or non-existing collateral, title defects, inaccurate appraisals, financial deterioration of borrowers, fraud, and any violation of banking protection laws. Construction lending can also present other specific risks to the lender such as whether developers can find builders to buy lots for home construction, whether the builders can obtain financing for the construction, whether the builders can sell the home to a buyer, and whether the buyer can obtain permanent financing. Currently, management believes that real estate values and employment trends in Community Capital’s market area are stable with no indications of a significant downturn in the general economy.

     Community Capital attempts to reduce these economic and credit risks not only by adherence to loan-to-value guidelines, but also by investigating the creditworthiness of the borrower and monitoring the borrower’s financial position. Also, Community Capital establishes and periodically reviews its lending policies and procedures. Banking regulations limit exposure by prohibiting loan relationships that exceed 15% of a bank’s statutory capital in the case of loans which are not fully secured by readily marketable or other permissible types of collateral.

Results of Operations For The Years Ended December 31, 2003 and 2002

     Following is a summary of Community Capital’s operations for the periods indicated.

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     Net income for the year 2003 was $650,000 as compared to the prior year amount of $567,000, representing an increase of $83,000. The acquisition of First Bank of Dothan accounted for $57,000 of this increase.

     Net income for the year ended December 31, 2002 was $567,000 as compared to $651,000 for the prior year, representing a decrease of $84,000 in net income for 2002. In 2001, Community Capital recorded an income tax benefit of $46,000 from the carryforward of net operating losses from prior years. The net operating losses were completely utilized in 2001, and Community Capital recorded an income tax expense of $287,000 in 2002, representing an increase of $333,000 in income tax expense for 2002. In 2002, Community Capital reported pretax income of $854,000 compared to pretax income of $605,000 in 2001, representing an increase of $249,000 in pretax income for 2002.

     Net Interest Income. Community Capital’s results of operations are determined by its ability to effectively manage interest income and expense, to minimize loan and investment losses, to generate noninterest income, and to control operating expenses. Since interest rates are determined by market forces and economic conditions beyond the control of Community Capital, its ability to generate net interest income is dependent upon its ability to obtain an adequate net interest spread between the rate paid on interest-bearing liabilities and the rate earned on interest-earning assets.

     The net yield on average interest-earning assets during 2003 was 6.01% compared to the 2002 level of 6.68%. The decline in yield is the result of the overall lower interest rate environment. As rates remained low for an extended period of time, it allowed more assets to reprice at lower rates. The rates paid on average interest-bearing liabilities also decreased during 2003. The average rate for 2003 was 2.42% compared to the 2002 rate of 3.20%. The interest rate spread actually increased 11 basis points in 2003 as compared to 2002. However, the net interest margin remained the same in both years at 3.83%. Management expects the net interest margin to remain at a low level during 2004. Net interest income increased $1.0 million to $4.6 million in 2003 compared to $3.6 million in 2002. This increase was due almost entirely to an increase in the volume of interest-earning assets. Average interest-earning assets increased $25.9 million to $120.8 million in 2003 compared to $94.9 million in 2002. The acquisition of First Bank of Dothan increased average interest-earning assets in 2003 by $3.0 million. The most significant increase in interest-earning assets was in loans, which increased $23.3 million to $94.1 million in 2003 compared to $70.8 million in 2002.

     For the year ended December 31, 2002, the net interest margin decreased to 3.83% from 4.07% in 2001. This decrease was due to a lower yield on average interest-earning assets for the year. The yield on earning assets decreased to 6.68% in 2002 from 8.20% in 2001. The cost of interest-bearing liabilities decreased by approximately the same percentage, to 3.20% in 2002 from 4.79% in 2001.

     Provision for Loan Losses. The provision for loan losses was $409,000 in 2003 as compared to $443,000 in 2002. The annual provision is based upon management’s evaluation of the loan portfolio. At December 31, 2003, the allowance for loan losses was $2.1 million, or 1.93%, of total outstanding loans. Management believes the allowance for loan losses is adequate to absorb possible losses on existing loans that may become uncollectible. This evaluation considers past-due and classified loans, underlying collateral values, and current economic conditions which may affect the borrower’s ability to repay. As of December 31, 2003, Community Capital had $1.6 million in non-performing loans.

     Noninterest Income. Noninterest income consists of service charges on deposit accounts and other miscellaneous revenues and fees. Fees on deposit accounts increased $188,000 in 2003. The increase in fee income resulted from the growth in deposit accounts during the year. Community Capital offers other services to its customers which generate fee income. The financial services area generated

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$207,000 in fees during 2003 as compared to the 2002 amount of $71,000. This increase in fee income is reflective of an increase in customer base and more favorable conditions in the stock market during 2003.

     In 2002, noninterest income increased $211,000 to $899,000. The majority of this increase was realized from the sale of investment securities of $146,000. Mortgage origination fees increased in 2002 to $247,000 from $181,000 in 2001 as a result of increased volume during the year. Deposit fees increased in 2002 by $97,000 to $378,000.

     Noninterest Expense. Noninterest expense for 2003 was $4,352,000 as compared to the 2002 amount of $3,216,000, representing an increase of $1,136,000, or 35.3%. Salaries and employee benefits comprised $609,000 of the increase, which is a result of increased staffing levels due to growth and expansion of Community Capital, including the acquisition of First Bank of Dothan. Equipment and occupancy expense increased $200,000 during the year. A major source of this increase was depreciation and the building rent for the Lee County office, East Albany office, and the Operations Center opened during 2002. In 2003, a full year’s rent was paid as opposed to only paying a partial year’s rent in 2002. In addition, Community Capital purchased a full-service banking facility in Dothan, Alabama. By acquiring First Bank of Dothan, management hopes to expand its presence by being located in another market area. This location provides lenders and customer service representatives for opening new accounts and loans, an ATM, and a night depository. The remaining increases in noninterest expense are due to the increased size and volume of Community Capital. Management monitors these expenses and attempts to control them.

     In 2002, noninterest expense increased $695,000 to $3,216,000 from the prior year amount of $2,521,000. The majority of the increase was due to the opening of three offices during 2002, which caused an increase in salaries, employee benefits, and equipment and occupancy expenses. Marketing expenses increased $46,000 from the previous year, and Community Capital began paying its directors for attendance at board and committee meetings, which amounted to $97,000 in 2002. Management monitors noninterest expense on a regular basis and attempts to maintain these expenses at low levels.

     Income Tax. Income tax expense for 2003 was $289,000 compared to $287,000 in the previous year. The effective rate of tax on pretax income was 31% in 2003 and 34% in 2002.

Critical Accounting Policies

     The accounting and financial reporting policies of Community Capital conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. The following is a description of the accounting policies applied by Community Capital which are deemed “critical.” Critical accounting policies are defined as policies that are very important to the presentation of Community Capital’s financial condition and results of operations and that require management’s most difficult, subjective, or complex judgments. Community Capital’s financial results could differ significantly if different judgments or estimates are applied in the application of the policies.

     Allowance for Loan Losses. The allowance for loan losses is established through provisions for loan losses charged to operations. Loans are charged against the allowance for loan losses when management believes that the collection of principal is unlikely. Subsequent recoveries are added to the allowance. Management’s evaluation of the adequacy of the allowance for loan losses is based on a formal analysis that assesses the risk within the loan portfolio. This analysis includes consideration of historical performance, current economic conditions, level of nonperforming loans, loan concentrations, and review of certain individual loans.

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     Management believes that the allowance for loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance for loan losses may be necessary based on changes in economic conditions. In addition, the regulatory agencies, as part of their examination process, periodically review the subsidiary banks’ allowance for loan losses. Such agencies may require our subsidiary banks to make additions to the allowance for loan losses based on their judgments about information available to them at the time of their examination.

     Considering current information and events regarding a borrower’s ability to repay its obligations, management considers a loan to be impaired when the ultimate collectibility of all amounts due, according to the contractual terms of the loan agreement, is in doubt. When a loan is impaired, the amount of impairment is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate. If the loan is collateral-dependent, the fair value of the collateral is used to determine the amount of impairment. Impairment losses are included in the allowance for loan losses through a charge to the provision for loan losses.

     Subsequent recoveries are credited to the allowance for loan losses. Cash receipts for performing loans are applied to principal and interest under the contractual terms of the loan agreement. Cash receipts on impaired loans for which the accrual of interest has been discontinued are applied first to principal then to interest income.

     The accounting for impaired loans described above applies to all loans, except for large pools of smaller-balance, homogeneous loans that are collectively evaluated for impairment; loans that are measured at fair value or the lower of cost or fair value; and debt securities. The allowance for loan losses for large pools of smaller-balance, homogeneous loans is established through consideration of such factors as changes in the nature and volume of the portfolio, overall portfolio quality, adequacy of the underlying collateral, loan concentrations, historical charge-off trends, and economic conditions that may affect the borrower’s ability to pay.

     Certain economic and interest rate factors could have a material impact on the determination of the allowance for loan losses. The national economy showed signs of rebounding during the fourth quarter of 2003. If the economy’s momentum continues, certain factors could evolve which would positively impact our net interest margin. An increase in interest rates by the Federal Reserve Bank would favorably impact our net interest margin. An improving economy could result in the expansion of businesses and creation of jobs which would positively affect Community Capital’s loan growth and improve our gross revenue stream. Conversely, certain factors could result from an expanding economy which could increase our credit costs and adversely impact our net earnings. A significant, rapid rise in interest rates could create higher borrowing costs and shrinking corporate profits, which could have a material impact on borrowers’ ability to pay. We will continue to concentrate on maintaining a high-quality loan portfolio through strict administration of our loan policy.

     Another factor that we have considered in the determination of the allowance for loan losses is the concentration to individual borrowers or industries. At June 30, 2004, Community Capital had ten individual loan relationships that each exceeded $1 million, none of which exceeded $2 million.

     A substantial portion of the loan portfolio is in the residential and commercial real estate sectors. Those loans are secured by real estate in Community Capital’s primary market areas. All of the other real estate owned is also located in those same markets. Therefore, the ultimate collectibility of a substantial portion of our loan portfolio and the recovery of a substantial portion of the carrying amount of other real estate owned are susceptible to changes in market conditions in Community Capital’s primary market areas.

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     Community Capital also monitors its exposure in the loan portfolio based upon industry classifications of its customers. At the present time, the dispersion of loans among different industries is such that management believes that there is no significant exposure to Community Capital in one particular industry. The composition of the loan portfolio is monitored by management, and should it be determined that there is an exposure to Community Capital due to one particular industry, then loans made to customers in that industry would be monitored more closely and appropriate adjustments made to the allowance for loan losses.

     Income Taxes. SFAS No. 109, “Accounting for Income Taxes,” requires the asset and liability approach for financial accounting and reporting for deferred income taxes. Community Capital uses the asset and liability method of accounting for deferred income taxes and provides deferred income taxes for all significant income tax temporary differences. Note 12 in “Notes to the Consolidated Financial Statements” provides additional details concerning deferred income taxes.

     As part of the process of preparing the consolidated financial statements, Community Capital is required to estimate the income taxes in each of the jurisdictions in which it operates. This process involves estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items such as depreciation and the provision for loan losses for tax and financial reporting purposes. These timing differences result in deferred tax assets and liabilities that are included in our consolidated balance sheet.

     Management must also assess the likelihood that the deferred tax assets will be recovered from future taxable income. To the extent that this is determined unlikely, a valuation allowance must be established. Significant management judgment is required in determining the provision for income taxes, the deferred tax assets and liabilities, and any valuation allowance required for net deferred tax assets. If a valuation allowance is established or adjusted during a period, then the appropriate expense is recorded within the tax provision in the income statement.

     Long-Lived Assets, Including Intangibles. We evaluate long-lived assets such as property and equipment, specifically identifiable intangibles and goodwill, when events or changes in circumstances indicate that the carrying value of such assets might not be recoverable. Factors that could trigger an impairment include significant underperformance relative to historical or projected future operating results, significant changes in the manner of our use of the acquired assets, and significant negative industry or economic trends.

     The determination of whether an impairment has occurred is based on an estimate of undiscounted cash flows attributable to the assets as compared to the carrying value of the assets. If an impairment has occurred, the amount of the impairment loss recognized would be determined by estimating the fair value of the assets and recording a loss if the fair value was less than the book value.

     In determining the existence of impairment factors, our assessment is based on market conditions, operational performance, and legal factors of Community Capital and the banks. Our review of factors present and the resulting appropriate carrying value of our goodwill, intangibles, and other long-lived assets are subject to judgments and estimates that management is required to make. Future events could cause us to conclude that impairment indicators exist and that our goodwill, intangibles, and other long-lived assets might be impaired.

Liquidity and Capital Resources

     The purpose of liquidity management is to ensure that there are sufficient cash flows to satisfy demands for credit, deposit withdrawals, and other needs of Community Capital. Traditional sources of

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liquidity include asset maturities and growth in core deposits. A company may achieve its desired liquidity objectives from the management of assets and liabilities and through funds provided by operations. Funds invested in short-term marketable instruments and the continuous maturing of other earning assets are sources of liquidity from the asset perspective. The liability base provides sources of liquidity through deposit growth, the maturity structure of liabilities, and accessibility to market sources of funds.

     Scheduled loan payments are a relatively stable source of funds, but loan payoffs and deposit flows fluctuate significantly, being influenced by interest rates and general economic conditions and competition. Community Capital attempts to price its deposits to meet its asset/liability objectives consistent with local market conditions.

     State and federal regulatory authorities monitor the liquidity and capital resources of Community Capital on a periodic basis. Management believes that its current liquidity position is satisfactory.

     At June 30, 2004, Community Capital had loan commitments outstanding of $15 million. Because these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. If needed, our subsidiary banks have the ability to borrow funds on a short-term basis and purchase federal funds from other financial institutions. At June 30, 2004, our subsidiary banks had arrangements with upstream correspondent banks for short-term advances of $5 million.

     At June 30, 2004, Community Capital and its subsidiary banks were considered well capitalized based on regulatory minimum capital requirements. In 2003, total capital increased $562,000 from retained earnings; $38,000 from the sale of treasury stock through the employee stock purchase plan; $180,000 from the exercise of warrants; and $3,043,000 from the issuance of stock in connection with the acquisition of First Bank of Dothan. Capital decreased $278,000 from unrealized net gains on securities available for sale. Total capital increased a net $3,545,000 during 2003. During 2002, total capital increased $567,000 from retained earnings, $115,000 from unrealized net gains on securities available for sale and decreased $124,000 from purchase of treasury stock, resulting in a net gain of $558,000 for the year.

     The primary source of funds available to Community Capital will be the payment of dividends by its subsidiary banks. Banking regulations limit the amount of the dividends that may be paid without prior approval of the regulatory agencies. As of June 30, 2004, $2,073,000 in dividends was able to be paid by Albany Bank & Trust to Community Capital without regulatory approval. Under the terms of a Memorandum of Understanding, dated January 9, 2003, First Bank of Dothan may not pay any cash dividends without the prior written consent of the FDIC and the Alabama State Banking Department. See “Business—Lending Services—Memorandum of Understanding,” page 36.

     Under the terms of its Memorandum of Understanding, First Bank of Dothan is required to maintain a Tier 1 Leverage Capital ratio of not less than 8%. See “Business—Lending Services—Memorandum of Understanding,” page 36. The minimum capital requirements to be considered well capitalized under prompt corrective action provisions, absent the Memorandum of Understanding, and the actual capital ratios for Community Capital and its subsidiary banks as of June 30, 2004 are as follows:

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     These ratios are expected to decline somewhat as asset growth continues, but are expected to remain in excess of the regulatory minimum requirements.

     At June 30, 2004, Community Capital had commitments of approximately $850,000 to complete construction of a full-service branch in downtown Albany. Community Capital also intends to construct a modular building for a loan production office in Auburn, Alabama, which is estimated to require capital expenditures of approximately $50,000.

     Management believes that its liquidity and capital resources are adequate and will meet its foreseeable short- and long-term needs. Management anticipates that it will have sufficient funds available to meet current loan commitments and to fund or refinance, on a timely basis, its other material commitments and liabilities.

     Except for expected growth common to a growing bank, management is not aware of any other known trends, events, or uncertainties that will have or that are reasonably likely to have a material effect on its liquidity, capital resources, or operations. Management is also not aware of any current recommendations by the regulatory authorities which, if they were implemented, would have such an effect.

Effects of Inflation

     The impact of inflation on banks differs from its impact on non-financial institutions. Banks, as financial intermediaries, have assets which are primarily monetary in nature and which tend to fluctuate in concert with inflation. A bank can reduce the impact of inflation if it can manage its rate-sensitivity gap. This gap represents the difference between rate-sensitive assets and rate-sensitive liabilities. Community Capital, through its Asset/Liability Committee, attempts to structure the assets and liabilities and manage the rate-sensitivity gap, thereby seeking to minimize the potential effects of inflation. For information on the management of Community Capital’s interest-rate sensitive assets and liabilities, see “Asset/Liability Management” below.

Asset/Liability Management

     Community Capital’s objective is to manage assets and liabilities to provide a satisfactory, consistent level of profitability within the framework of established cash, loan, investment, borrowing, and capital policies. Certain officers are charged with the responsibility of monitoring policies and procedures that are designed to ensure acceptable composition of the asset/liability mix. Management’s goal is to support asset growth primarily through growth of core deposits made by local individuals, partnerships, and corporations.

     Community Capital’s asset/liability mix is monitored with a report reflecting the interest rate-sensitive assets and interest rate-sensitive liabilities prepared and presented to the respective Boards of

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Directors of the subsidiary banks on a quarterly basis. The report monitors interest rate-sensitive assets and liabilities so as to minimize the impact of substantial movements in interest rates on earnings. An asset or liability is considered to be interest rate-sensitive if it will reprice or mature within the time period analyzed, usually one year or less. The interest rate-sensitivity gap is the difference between the interest-earning assets and interest-bearing liabilities scheduled to mature or reprice within such time period. A gap is considered positive when the amount of interest rate-sensitive assets exceeds the amount of interest rate-sensitive liabilities. A gap is considered negative when the amount of interest rate-sensitive liabilities exceeds the interest rate-sensitive assets. During a period of rising interest rates, a negative gap would tend to adversely affect net interest income, while a positive gap would tend to result in an increase in net interest income. Conversely, during a period of falling interest rates, a negative gap would tend to result in an increase in net interest income, while a positive gap would tend to adversely affect net interest income. If Community Capital’s assets and liabilities were equally flexible and moved concurrently, the impact of any increase or decrease in interest rates on net interest income would be minimal.

     A simple interest rate “gap” analysis by itself may not be an accurate indicator of how net interest income will be affected by changes in interest rates. Accordingly, Community Capital also evaluates how the repayment of particular assets and liabilities is impacted by changes in interest rates. Income associated with interest-earning assets and costs associated with interest-bearing liabilities may not be affected uniformly by changes in interest rates. In addition, the magnitude and duration of changes in interest rates may have a significant impact on net interest income. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates. Interest rates on certain types of assets and liabilities fluctuate in advance of changes in general market rates, while interest rates on other types may lag behind changes in general market rates. In addition, certain assets, such as adjustable-rate mortgage loans, have features (generally referred to as “interest rate caps and floors”) which limit changes in interest rates. Prepayment and early withdrawal levels also could deviate significantly from those assumed in calculating the interest rate gap. The ability of many borrowers to service their debts also may decrease during periods of rising interest rates.

     Changes in interest rates also affect Community Capital’s liquidity position. Community Capital currently prices deposits in response to market rates, and it is management’s intention to continue this policy. If deposits are not priced in response to market rates, a loss of deposits could occur which would negatively affect Community Capital’s liquidity position.

     At June 30, 2004, Community Capital’s cumulative one-year interest rate-sensitivity gap ratio was 71%. Community Capital’s targeted ratio is 80% to 120% in this time horizon. This indicates that Community Capital’s interest-earning liabilities will reprice during this period at a faster rate than its interest-bearing assets. Community Capital is outside its targeted parameters. Community Capital has a significant amount of certificates of deposit maturing in the period from three months to one year. Management believes that these deposits can be repriced at current rates for an extended period without adversely affecting earnings. Management believes that as long as it pays the prevailing market rate on these types of deposits, Community Capital’s liquidity, while not assured, will not be negatively affected.

     The following table sets forth the distribution of the repricing of Community Capital’s interest-earning assets and interest-bearing liabilities as of June 30, 2004; the interest rate-sensitivity gap; the cumulative interest rate-sensitivity gap; the interest rate-sensitivity gap ratio; and the cumulative interest rate-sensitivity gap ratio. The table also sets forth the time periods in which earning assets and liabilities will mature or may reprice in accordance with their contractual terms. However, the table does not necessarily indicate the impact of general interest rate movements on the net interest margin since the repricing of various categories of assets and liabilities is subject to competitive pressures and the needs of

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Community Capital’s customers. In addition, various assets and liabilities indicated as repricing within the same period may, in fact, reprice at different times within such period and at different rates.

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BUSINESS

General

     Community Capital Bancshares, Inc. is a multi-bank holding company headquartered in Albany, Georgia. We were formed in August 1998 as a Georgia corporation and currently serve as the holding company and sole shareholder of Albany Bank & Trust and First Bank of Dothan. Our common stock is listed on the Nasdaq SmallCap Market under the symbol “ALBY.”

     Albany Bank & Trust is a national bank that began its banking operations on April 28, 1999. Since its opening, Albany Bank & Trust has grown to approximately $135,916,000 in total assets as of June 30, 2004. During this time Albany Bank & Trust has expanded its locations by adding branch offices in Lee County, Georgia, east Albany and downtown Albany. In November 2003, we expanded our market presence to Dothan, Alabama with our acquisition of First Bank of Dothan, an Alabama state bank with total assets of approximately $31,415,000 as of June 30, 2004. We believe that the Dothan market presents opportunities similar to the Albany market and a potential for future growth.

     We strive to provide superior customer service and maintain a friendly “hometown” atmosphere for our customers. We believe that these features are our competitive advantage in our local markets and have contributed to our growth over the past five years. We provide a broad array of banking products through our five branch locations, eight ATMs, Internet-based banking and telephone banking. At June 30, 2004 we had total assets of $165,888,000, total deposits of $128,273,000 and total shareholders’ equity of $13,354,000. Future growth for our company will be dependent upon a combination of internal growth within our banks and external growth through new branch expansions to new markets or acquisitions of existing banks in new markets.

     Our Past Performance. We believe that our performance over the past five years is a result of our effective implementation of our business plan and is indicative of our ability to execute our core banking business. From April 28, 1999 to June 30, 2004, we achieved strong growth in our banking business and have achieved the following:

     Our Subsidiary Banks.  Our banking business is conducted through our two subsidiary banks:

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     Our subsidiary banks each operate under their separate charters under the corporate umbrella of Community Capital Bancshares, Inc. Each bank has its own local board of directors and management comprised of persons known in the local community. While the banks follow similar policies and procedures in the areas of loan administration, budgeting, marketing, human resource management, operations and funding, each bank maintains local decision-making capabilities.

     The following table provides selected financial data for the subsidiary banks as of June 30, 2004:

Our Market Areas and Competitive Position

     The primary service areas for Community Capital are the Albany Metropolitan Statistical Area (MSA) in southwest Georgia and the Dothan and the Auburn–Opelika MSAs in southeast Alabama. Historically, Community Capital has focused on the Albany MSA, including Dougherty and Lee counties. With the acquisition of First Bank of Dothan, we have expanded westward into southeastern Alabama, primarily to the Dothan MSA. Additionally, in February 2004, Albany Bank & Trust opened a loan production office in the Auburn MSA, located between Columbus, Georgia and Montgomery, Alabama on Interstate 85. Upon completion of the offering, First Bank of Dothan plans, subject to regulatory approval, to construct an office in the Auburn MSA and further strengthen its presence in southeastern Alabama. Management believes its expansion into southeastern Alabama will increase Community Capital’s prospects for future growth and diversify its business, making it is less dependent on one economic area.

   Albany, Georgia and the Albany MSA

     Dougherty and Lee counties are located in the Albany MSA, one of seven in Georgia. Albany is located approximately 175 miles south of Atlanta and 100 miles north of Tallahassee, Florida. Five interstates are accessible via four-lane highways extending from Albany in multiple directions. Albany is considered to be the commercial center (hub) of southwest Georgia, with the majority of the area’s retail sales, medical services and transportation activity conducted in its marketplace. Albany also has a broad industrial base.

     The Albany MSA has a broad and diversified economic base and is home to the Marine Corps Logistics Base, a Miller Brewing Company plant, a Merck pharmaceutical plant, a Cooper Tire plant, a Procter & Gamble plant, and a large medical facility. Albany presents a generally stable market area with good growth prospects. The Albany MSA’s median household income is $34,829. The following table illustrates the economic diversification and top employers for the area.

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Albany’s Largest Employers

     According to the 2000 U.S. Census, the population base for the Albany MSA was 120,822. According to the FDIC, the overall deposit base in the Albany MSA increased from $834 million in 1999 to $1.3 billion in 2003, an annualized growth rate of 11.5%. During this time span, Albany Bank & Trust’s deposits in this market area grew from $10 million to $103 million, an annualized growth rate of 79%. As of June 30, 2003, there were 12 financial institutions serving the Albany MSA, including five regional banks, six community banks and one thrift. The top five institutions control approximately 78% of the MSA’s deposit base. Albany Bank & Trust is one of only two community banks headquartered in the Albany MSA, and is the larger of the two. Since 1999, Albany Bank & Trust’s deposit market share has increased from 1.2% to 8.0% of the Albany MSA, representing the largest increase amongst all financial institutions in the market.

   Dothan, Alabama and the Dothan MSA

     Dothan is located approximately 90 miles southwest of Albany, Georgia and 90 miles southeast of Montgomery, Alabama. The city serves as a retail hub for approximately 500,000 people within a 90-mile radius which includes southeastern Alabama as well as parts of Florida and Georgia. The Dothan area is home to numerous industrial parks that offer an array of industrial companies in aviation, fabricated metals, distribution, customer service centers, food products, electronics, machinery, and injection molding. Dothan’s major companies include Perdue Farms, Sony Magnetic Products, and Michelin. Like Albany, Dothan also has a large medical community.

     According to the 2000 U.S. Census, the population base for the Dothan MSA was 137,916. According to the FDIC, the overall deposit base in the Dothan MSA increased from $1.5 billion in 1999 to $1.6 billion in 2003, an annualized growth rate of 2.5%. As of June 30, 2003, there were 14 financial institutions serving the Dothan MSA, including five regional banks and eight community banks. The top five institutions control approximately 69% of the MSA’s deposit base. As of June 30, 2003, First Bank of Dothan’s deposit market share was 1.5% of the Dothan MSA.

   Auburn, Alabama and the Auburn–Opelika MSA

     Auburn is located in Lee County, adjacent to I-85 and approximately 35 miles northwest of Columbus, Georgia and 55 miles east of Montgomery, Alabama. Auburn’s population base and economy are heavily influenced by the student population (22,000) at Auburn University, Alabama’s largest university and the city’s largest employer. According to the 2000 U.S. Census, the population base for

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the Auburn–Opelika MSA was 115,092. According to the FDIC, the overall deposit base in the Auburn–Opelika MSA increased from $978 million in 1999 to $1,232 million in 2003, an annualized growth rate of 5.9%. As of June 30, 2003, there were 12 financial institutions serving the Auburn–Opelika MSA, including six regional banks, five community banks and one thrift. The top five institutions control approximately 75% of the MSA’s deposit base.

Our Strategy

     Ultimately, our success depends on our ability to excel as bankers in our market areas. As smaller community banking organizations, our banks are unable to compete with larger banks purely on a pricing basis. We must differentiate ourselves from larger banks by providing superior customer service. This is accomplished by providing a warm, friendly atmosphere for customers entering our banks; prompt service to our customers by knowledgeable bank staff; and prompt resolution of customer problems. By gaining our customers’ acceptance and developing our reputation as a hometown bank, we hope to gain repeat business as well as referrals from existing customers. Prompt, friendly service has been a way of life at Albany Bank & Trust since it opened and will be transferred to the staff at First Bank of Dothan as they are integrated into Community Capital.

     Operating Strategies. In order to accomplish our overall objective of establishing our banks as leading community banks in our market areas, our operating strategies are:

     Growth Strategies. Until 2003, we focused on internal growth through developing and enhancing banking relationships in the Albany market. This strategy served us well, as demonstrated by the growth in assets and deposits over our first four years. Beginning in 2003, we began to explore opportunities to expand outside of the Albany market area. In November 2003, we finalized the acquisition of First Bank of Dothan. As we continue to mature, we are committed to growth through both internal and external sources. Our growth strategies are:

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Competition

     We believe the major competitive factors in the financial industry are convenience, pricing, breadth of products and customer service. The majority of our competitors are regional and super-regional banks. These banks enjoy a competitive advantage in terms of number of locations and pricing. We feel that these advantages are offset by our superior customer service and our ability to leverage our technology to provide services to our customers. Our systems allow us to provide our customers with products that are comparable to those of larger banks.

     The maximum amount we can lend to any one borrower is limited by our subsidiary banks’ capital. Many of our larger competitors have much higher lending limits than we do. If a customer’s borrowing needs exceed our lending limit, we participate the excess amount either with our banks or another community bank. Since our target market is the small- to mid-sized business, our customers’ borrowing requirements rarely exceed our lending limits.

     According to FDIC deposit data as of June 30, 2003, the Albany, Dothan and Auburn–Opelika MSAs had total deposits of $4.1 billion. Of this amount, approximately 65% was controlled by regional and super-regional financial institutions, including SunTrust Banks, Inc., Regions Financial Corp., Compass Bancshares, Inc., Synovus Financial Corp., and SouthTrust Corp. Despite these competitors’ considerable resources, we have gained market share in these markets through our emphasis on customer service. At June 30, 2003, Community Capital had a market share in its combined markets of approximately 3.0%. At that time, Albany Bank & Trust had a market share in the Albany MSA of approximately 8.0%, while First Bank of Dothan had a market share in the Dothan MSA of 1.5%. We

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believe there is significant potential for growth in the Dothan and Auburn–Opelika MSAs as we establish ourselves in these markets.

Lending Services

     We offer the following types of loans to our customers:

     We originate loans with a variety of terms, both fixed and floating rate. In all cases, we emphasize the use of real estate as collateral due to its inherent value. We emphasize loans in our market areas, but we occasionally make loans outside of the market area to known customers or through correspondent banks. This contributes to the geographic diversity of our portfolio, although there are some additional risks due to the distance of the borrower or the collateral from us. Loans outside of our market area are evaluated using our normal credit standards.

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     Our loan portfolio represents the largest earning asset on our balance sheet. The risks of lending are offset in part by our careful evaluation of potential borrowers and by pricing the loans based upon the risks involved. At December 31, 2003 and 2002, loans net of unearned income were $109,589,000 and $81,712,000, respectively. This represents an increase in total loans of $27,877,000, or 34%, from 2002 to 2003. These amounts represent 69% and 75% of total assets, respectively. Of the increase, $18,000,000 was the result of the acquisition of First Bank of Dothan. We strive to identify and properly account for potential uncollectible loans in our portfolio. We do this by creating an allowance for uncollectible loans with a corresponding charge to earnings. As of the previous two year-ends, the allowance represented 1.93% and 1% of gross loans for 2003 and 2002, respectively. The increase in the allowance in 2003 relates to the acquisition of First Bank of Dothan. Our earning assets, including loans, are tied to the overall interest rate environment in the economy. Our yield on loans has declined in the past year in response to the overall economic conditions. The yield on loans declined to 6.75% in 2003 from 7.40% in 2002. By managing our cost of funds, we maintained our net interest margin at 3.83% for both years.

     The following table presents the amount of loans outstanding by category in dollars and percent of loans for the past five years:

     The concentration of loans in the real estate sector results in our obtaining high-quality collateral to secure the loans.

     Lending Limits. When the amount of loans to a single borrower exceeds an individual lender’s limit, the loan must be approved by a more experienced officer with a higher limit or the respective bank’s loan committee.

     Lending limits vary based upon the type of loan and the borrower. In general, under banking regulations, each bank is limited by its capital to the amount it can extend to any one borrower. Generally, these limits provide that no more than 15% of the bank’s capital can be extended to any one borrower, plus up to an additional 10% of the bank’s capital, provided the amount that exceeds 10% is secured by readily marketable collateral. Because of our ability to sell participations between our banks, we can combine our limits to extend larger loans if we so desire. At June 30, 2004, our internally established lending limits, which are below the regulatory limits, to any one borrower were $2 million for Albany Bank & Trust and $700,000 for First Bank of Dothan. We believe that this amount provides us the ability to properly serve our customers. While this is the total legal limit we are allowed, we base the total lending to any once customer on their ability to repay and financial condition. All loans are assigned a grade, based on the quality of the credit. These grades are reviewed regularly by our lenders, bank examiners and third party loan reviewers, and ratings are adjusted based upon the borrower’s history and financial condition.

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     Underwriting. We have lenders of varying experience and expertise. Our senior lenders are the primary contact points for our major loan customers. These lenders are supported by the credit administration officer at the holding company. These three people alone have 60 years of combined lending experience. We have developed a credit underwriting and monitoring system. A portion of each lender’s annual bonus is based on generating new loans which meet these guidelines.

     Memorandum of Understanding. On January 9, 2003, prior to its acquisition by Community Capital, First Bank of Dothan entered a Memorandum of Understanding with the FDIC and the Alabama State Banking Department primarily regarding First Bank of Dothan’s lending practices. Pursuant to the Memorandum of Understanding, First Bank of Dothan has designated a qualified chief lending officer, developed a definitive and strengthened loan review and grading program, reduced the balance of its assets classified as substandard and doubtful, and implemented an amended written loan policy and exception procedures and reporting. Under the terms of the Memorandum of Understanding, First Bank of Dothan is required to maintain a Tier 1 Leverage Capital ratio of not less than 8% and may not pay any cash dividends without the prior written consent of the FDIC and the Alabama State Banking Department. We believe First Bank of Dothan has complied with the terms of the Memorandum of Understanding and plan to request that it be terminated.

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PRINCIPAL SHAREHOLDERS AND
STOCK OWNERSHIP OF MANAGEMENT

     The following table lists, as of June 29, 2004, the number of shares common stock beneficially owned by: (a) each current director of Community Capital; (b) each executive officer listed in the Summary Compensation Table; and (c) all current executive officers and directors as a group. The information shown below is based upon information furnished to Community Capital by the named persons. Additionally (unless otherwise indicated), the business address for each person listed below is 2815 Meredyth Drive, Albany, Georgia 31707.

     Information relating to beneficial ownership of Community Capital is based upon “beneficial ownership” concepts described in the rules issued under the Securities Exchange Act of 1934, as amended. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose or to direct the disposition of the security. Under the rules, more than one person may be deemed to be a beneficial owner of the same securities. A person is also deemed to be a beneficial owner of any security as to which that person has the right to acquire beneficial ownership within 60 days after June 29, 2004. Unless otherwise indicated in the “Nature of Beneficial Ownership” column, each person is the record owner of and has sole voting and investment power with respect to his or her shares.

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