UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~February 23~~April 18, 2005

__________________________________

VAIL BANKS, INC.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Colorado	000-25081	84-1250561
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

0015 Benchmark Road, Suite 300, Avon, Colorado		81620
0015 Benchmark Road, Suite 300, P.O. Box 6580 Avon, Colorado	81620
(Address of Principal Executive Offices)	(Zip Code)	~~(Zip Code)~~

(~~Registrant’s telephone number, including area code~~970)~~: (971)~~ 476-2002

~~N/A~~ (~~Former~~Registrant’s ~~Name~~telephone ~~or Former Address~~number, ifincluding ~~Changed~~area ~~Since Last Report~~code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 42.~~01 CHANGE IN~~02 RESULTS ~~REGISTRANTS~~OF ~~CERTIFYING~~OPERATIONS ~~ACCOUNTANTS~~AND FINANCIAL CONDITION

~~(a) Effective February~~On 23April 18, 2005, Vail Banks, Inc. ~~(the~~issued ~~“Company”)~~a ~~engaged~~press ~~the~~release ~~accounting~~reporting ~~firm of~~earnings ~~Perry-Smith~~and ~~LLP~~other financial ~~(“Perry-Smith”)~~results ~~as independent public accountants~~ for ~~the Registrant~~its ~~for~~quarter ~~the~~ended ~~year~~March ~~ending December~~ 31, 2005. ~~following~~A acopy ~~determination~~of ~~not~~the press torelease ~~reengage~~is ~~Dalby~~attached ~~Wendland~~as &Exhibit Co99.,1 P.and C.is ~~(“Dalby~~incorporated ~~Wendland”),~~herein ~~which~~by ~~served as the Company’s independent auditors for the past four fiscal years~~reference.

~~(b) The~~ITEM ~~reports~~9.01 FINANCIAL ofSTATEMENTS ~~Dalby~~AND Wendland on the Company’s financial statements for the past two fiscal years did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.EXHIBITS

~~(c)~~99.1 ~~The~~Press ~~decision~~Release toissued ~~change independent public accountants was approved~~ by ~~the~~Vail ~~Audit Committee~~Banks, ofInc. ~~the~~dated ~~Board~~April of18, ~~Directors of the Company~~2005.

(d) During the two most recent fiscal years and subsequent interim period preceding the date of this report, there were no disagreements with Dalby Wendland on any matter of accounting principals or practices, financial statement disclosure or auditing scope or procedure.

(e) The Company has not consulted with Perry-Smith during the last two years or subsequent interim period on either the application of accounting principles or the type of audit opinion that might be provided on the Company’s financial statements.

(f) The Company requested Dalby Wendland to furnish a letter addressed to the SEC stating whether Dalby Wendland agrees with the above statements. A copy of this letter to the SEC, dated February 23, 2005, is filed as Exhibit 16 to this Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION

Exhibit 16. Letter from Dalby, Wendland & Co., P. C. regarding change in certifying accountants.

SIGNATURES

Pursuant to the requirements of the Securities ~~and~~ Exchange Act of 1934, the ~~Registrant has~~registrant has duly caused this ~~Report~~report to be signed on its behalf by the undersigned ~~hereunto~~ hereunto duly authorized.

	VAIL BANKS, INC.
	By:	/s/ Gary S. Judd
Date: April 20, 2005	By:	/s/ Raymond E. Verlinde
		Gary S. Judd, President
		Raymond E. Verlinde Senior Executive Vice President and Chief Administrative Officer (Principal Financial Officer and Accounting Officer)
		February 23, 2005

No.	Exhibit Index

99.1	Press Release issued by Vail Banks, Inc. dated April 18, 2005

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