UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~The~~ Date ~~Securities~~Of ~~Exchange~~Report ~~Act~~(Date ofOf ~~1934~~Earliest Event Reported): 05/10/2005

~~Date~~ First ofNational ~~report (Date of earliest event reported): March 21~~Banc, ~~2005~~Inc.

~~FIRST~~ (Exact ~~NATIONAL~~Name ~~BANC,~~of ~~INC.~~Registrant as Specified in its Charter)

~~(Exact~~ Commission ~~name~~File ~~of registrant as specified in its charter)~~ Number: 333-109586

Georgia	~~333~~58-~~109586~~2249282	~~58-2249282~~
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

2509 Osborne Road, St. Marys, Georgia		31558
(Address of principal executive offices)		(Zip Code)

2509 Osborne Road, St. Marys, Georgia 31558

~~Registrant’s~~ ~~telephone~~(Address ~~number,~~of ~~including~~Principal ~~area~~Executive ~~code~~Offices, ~~(912)~~Including ~~882-3400~~ Zip Code)

~~N/A~~ (912) 882-3400

(Registrant’s Telephone Number, Including Area Code)

(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)~~:

¨ [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

¨ Items ~~Soliciting material pursuant~~ to ~~Rule~~be ~~14a-12~~Included ~~under~~in ~~the~~this ~~Exchange Act (17 CFR 240.14a-12)~~Report

¨ Item ~~Pre-commencement~~5.02. Departure ~~communications~~of ~~pursuant~~Directors toor ~~Rule~~Principal ~~14d-2(b)~~Officers; ~~under~~Election ~~the~~of ~~Exchange~~Directors; ~~Act~~Appointment ~~(17~~of ~~CFR~~Principal ~~240.14d-2(b))~~Officers

¨ Resignation ~~Pre~~of DirectorOn May 10, 2005, June Davis resigned from the Board of Directors of First National Banc, Inc. (the "Company"), citing health reasons.Employment of Executive OfficerEffective June 6, 2005, T. Michael White has been appointed to serve as the Chief Executive Officer of First National Bank, St. Marys, Georgia, a wholly owned subsidiary of the Company. Mr. White, age 57, served as President of AMC, a mortgage company headquartered in Jacksonville, Florida, from 1994 until May 2005. Prior to joining AMC, Mr. White served as President of 1st Performance National Bank in Jacksonville, Florida. Mr. White and the St. Marys bank have entered into a one-~~commencement~~year ~~communications~~employment agreement pursuant to ~~Rule~~which ~~13e~~Mr. White will receive an annual salary of $125,000, which may be increased by the Board of Directors in its sole discretion. Mr. White may also receive a cash bonus of up to 20% of the amount of his annual salary, to be paid in the sole discretion of the Board of Directors. Mr. White will also receive car and housing allowances in the aggregate amount of $1800 per month.In the event the bank terminates Mr. White's employment at any time prior to the end of the agreement's one-~~4(c)~~year ~~under~~term, the ~~Exchange~~bank ~~Act~~will ~~(17~~be ~~CFR~~obligated ~~240~~to pay to Mr.~~13e~~ White an amount equal to $150,000 less the aggregate amount of all salary and bonus payments previously received by Mr. White under the agreement. The agreement contains employee and customer non-~~4(c))~~solicitation provisions which will remain in effect for a period of one year and two years, respectively, from the date of the termination of Mr. White's employment for any reason.

~~Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal~~ ~~Officers~~Signature(s)

~~On March 21, 2005, David G. Moffat tendered~~ ~~his~~Pursuant ~~resignation~~to ~~from all positions held with First National Banc, Inc. (~~the ~~“Company”),~~Requirements ~~and each~~ of the ~~Company’s~~Securities ~~two~~Exchange ~~subsidiary~~Act banks, First National Bank, St. Marys, Georgia, and First National Bank, Orange Park, Florida. Mr. Moffat served as a director and the President and Chief Operating Officer (and as principal financial and accounting officer) of ~~the Company~~1934, ~~Chairman of~~ the ~~Board~~Registrant ofhas ~~Directors~~duly ofcaused ~~First~~this ~~National~~Report ~~Bank~~to ofbe ~~Orange~~signed ~~Park,~~on ~~and~~its abehalf ~~director~~by ~~and~~ the ~~President~~Undersigned ~~and~~hereunto ~~Chief~~duly ~~Executive Officer of First National Bank of St~~authorized. ~~Marys.~~

On March 22, 2005, the Board of Directors of First National Bank of St. Marys elected John G. Minor as the President and Chief Executive Officer of First National Bank of St. Marys. Mr. Minor, age 45, has served as the Executive Vice President of First National Bank of St. Marys since 1997.

		First National Banc, Inc.


Date: June 08, 2005.	By:	/s/ Yong Kim
		Yong Kim
		Chief Financial Officer

On March 24, 2005, the Board of Directors of the Company elected Yong Kim as the Chief Financial Officer of the Company. Mr. Kim, age 35, has served as the Chief Financial Officer of First National Bank of St. Marys since 2002, and continues to hold that position. Mr. Kim previously served as Vice President of Operations of First National Bank of St. Marys since 2001, and prior to accepting that position served as Vice President and Loan Officer of the bank.

SIGNATURES

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

		FIRST NATIONAL BANC, INC.
March 25, 2005		/s/ Yong Kim
		Yong Kim
		Chief Financial Officer

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