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

Date of Report (Date of earliest event reported): June 1, 2010

HENRY COUNTY BANCSHARES, INC.

(Exact name of Registrant as Specified in Charter)

Georgia

000-49789

58-14855111

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4806 N. Henry Blvd., Stockbridge, GA 30281

(Address of Principal Executive Offices)

(770) 474-7293

Registrant’s telephone number, including area code

NOT APPLICABLE

(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:

¨	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 (17 CFR 240.14a-12)

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

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

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 1, 2010, the Company filed with the Secretary of State of Georgia Articles of Amendment to the Company’s Articles of Incorporation which authorized additional capital stock, increasing the number of authorized common stock from thirty million shares to fifty million shares. The amendment also changed the par value of the common stock from $2.50 per share to $.10 per share. The amendment was approved by the shareholders of the Company by a greater than two-thirds affirmative vote at the annual meeting held on May 18, 2010 in accordance with O.C.G.A. § 14-2-1003. A copy of the Articles of Amendment to the Articles of Incorporation of the Company is included as an exhibit to this Report on Form 8-K and is incorporated by reference into this Item No. 5.03. The shareholders also approved the 2010 Restricted Stock Grant Plan, a copy of which is attached hereto as an exhibit to this Report.

Item 9.01

Financial Statements and Exhibits.

(c)

Exhibits.

The following exhibit is being filed as part of this Report on Form 8-K:

3.9	Articles of Amendment to the Company’s Articles of Incorporation filed on June 1, 2010.

3.10	Henry County Bancshares, Inc. 2010 Restricted Stock Grant Plan.

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.


	HENRY COUNTY BANCSHARES, INC.

DATE: June 7, 2010
	By:	/s/ David H. Gill
	Name:	David H. Gill
	Title:	Chief Executive Officer

HENRY COUNTY BANCSHARES INC 8-K