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

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

[X] Filed by the Registrant
[   ] Filed by a Party other than the Registrant

Check the appropriate box:

[   ] Preliminary Proxy Statement
[   ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[   ] Definitive Additional Materials
[   ] Soliciting Material Pursuant to Rule 14a-12

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

[   ] Fee paid previously by written preliminary materials.
[   ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

WGNB CORP.
201 Maple Street
Carrollton, Georgia 30117

NOTICE OF ANNUAL MEETING
to be held on April 12, 2005

To the Shareholders of WGNB Corp.:

     NOTICE IS HEREBY GIVEN that WGNB Corp. will hold its 2005 Annual Meeting of Shareholders on Tuesday, April 12, 2005, at 3:00 p.m., local time, at the Carrollton Cultural Arts Center located at 251 Alabama Street, Carrollton, Georgia 30117 for the following purposes:

	1.	To elect five Class II directors to serve on our Board of Directors until the 2008 Annual Meeting of Shareholders; and
	2.	To transact any other business that may properly come before the Meeting and any adjournments or postponements thereof.

     These items and other matters relating to the meeting are more fully discussed in the Proxy Statement that accompanies this notice. Also accompanying this Notice and Proxy Statement is a copy of the Company’s 2004 Annual Report to Shareholders. We will be mailing this Proxy Statement and the accompanying form of proxy to our shareholders beginning March 18, 2005.

     Holders of record of WGNB’s common stock at the close of business on March 11, 2005, are entitled to receive notice of and to vote at the meeting. We will make available at our main office, located at 201 Maple Street, Carrollton, Georgia 30117, a list of shareholders as of the close of business on March 11, 2005, for inspection during normal business hours during the ten-day period immediately preceding the meeting. The list of shareholders will also be available for examination at the meeting until its adjournment.

     Whether or not you expect to attend the meeting, please sign and date the accompanying proxy card and return the self-addressed, postage-paid proxy card promptly. Your prompt return of the proxy card will help us prepare for the meeting. If you return an executed proxy card and later decide to attend the meeting, you may revoke your proxy at the meeting and vote your shares in person by ballot.

	By Order of the Board of Directors, WGNB Corp.
	/s/ L. Leighton Alston
	L. Leighton Alston
	President & Chief Executive Officer

IMPORTANT: The prompt return of proxies will save us the expense of further requests for proxies in order to ensure a quorum at the meeting. The proxy card is self-addressed for your convenience. No postage is required if mailed in the United States.

Carrollton, Georgia
March 18, 2005

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Table of Contents

PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
to be held on April 12, 2005

Questions and Answers
Regarding the Matters Presented and How You May Vote at the
Annual Meeting

Q1:      Who is soliciting my proxy?

A:        We, the Board of Directors of WGNB Corp. (sometimes referred to as “WGNB,” “the Company”, “we,” “us” or similar terms), are sending you this proxy statement in connection with our solicitation of proxies for use at the 2005 Annual Meeting of Shareholders. Certain directors, officers and employees of WGNB also may solicit proxies on our behalf by mail, e-mail, phone, fax or in person.

Q2:      Who is paying for this solicitation?

A:        WGNB will pay for the solicitation of proxies. We will also reimburse banks, brokers, custodians, nominees and fiduciaries for their reasonable charges and expenses in forwarding our proxy materials to the beneficial owners of our Common Stock.

Q3:      What am I voting on?

A:        One item — A proposal to re-elect W. T. Green, Jr., L. G. “Jack” Joyner, R. David Perry, J. Thomas Vance and Charles M. Willis, Sr. as Class II directors for an additional three year term expiring in 2008. All of these nominees have indicated that they will serve as a director if elected. If the situation should arise, however, that any of these director nominees is no longer able or willing to serve, the proxy may be voted for the election of such other person as may be designated by our Board of Directors.

Q4:      Who can vote?

A:        Only those who owned our Common Stock at the close of business on March 11, 2005, the record date for the Annual Meeting, can vote. If you owned Common Stock on the record date, you have one vote per share for each matter presented at the Annual Meeting. Our shareholders do not have cumulative voting rights nor is the election of directors a matter that gives shareholders dissenters or appraisal rights.

Q5:      How do I vote?

A:        You may vote your shares either in person by ballot or by proxy. To vote by proxy, you should mark, date, sign and mail the enclosed proxy. The proxy card is self-addressed and has prepaid postage affixed to facilitate ease in return. Giving a proxy will not affect your right to vote your shares if you attend the Annual Meeting and want to vote in person – by voting you automatically revoke your proxy. You also may revoke your proxy at any time before the voting by giving the Secretary of WGNB written notice of your revocation or by submitting a later-dated proxy. If you execute, date and return your proxy but do not mark your voting preference, the individuals named as proxies will vote your shares FOR the election of each of the nominees for director. We must receive your proxy prior to the Annual Meeting for your vote to count.

Q6:      What constitutes a quorum?

A:        Voting can take place at the Annual Meeting only if shareholders owning a majority of the voting power of the Common Stock (that is a majority of the total number of votes entitled to be cast) are present in person or represented by effective proxies. On the record date, we had 3,324,504 shares of Common Stock, $1.25 par value per share (we refer to this as the “Common Stock”) outstanding. Both abstentions and broker non-votes are counted as present for purposes of establishing the quorum necessary for the Annual Meeting to proceed. A broker non-vote results from a situation in which a broker holding your shares in “street” or “nominee” name indicates to us on the proxy that you have not voted and it lacks discretionary authority to vote your shares.

Q7:      What vote of the shareholders will result in the matters being passed?

A:        Election of Directors: Directors require a plurality of the votes cast in person or by proxy by the shareholders to be elected. A “plurality” means that the individuals with the largest number of favorable votes are elected as directors, up to the maximum number of directors to be chosen at the meeting. Thus, abstentions and broker non-votes will not be included in vote totals and will not affect the outcome of the vote assuming a quorum is present or represented by proxy at the Annual Meeting. Cumulative voting will not be applicable to the election of directors at the meeting. A shareholder has the right to vote the number of shares owned in the election of each director. With respect to the election of the five directors to hold office for a term of three years, the nominees receiving the most votes, up to five, will be elected. If the proxy is marked to vote for the five directors as a group, one vote will be cast for each director for each share entitled to vote and represented by the proxy. If any shareholder wishes to vote for fewer than five directors, the shareholder may line through or otherwise strike out the name of any nominee.

            Approval of Other Matters: For purposes of any other vote occurring at the meeting, if a quorum is present, the proposal will pass if the votes cast “for” the action exceed the votes cast “against” the action unless otherwise required by Georgia law or our Articles of Incorporation or Bylaws. Shares not voted with respect to any such matters (whether by abstention or broker non-vote) will not be included in vote totals and will not impact the vote. As of the date of this Proxy Statement, we know of no matters other than the election of directors to be presented for action at the meeting.

Q8:      What does it mean if I get more than one proxy card?

A:        If your shares are registered differently and are in more than one account, you will receive more than one proxy card. Sign and return all proxy cards to ensure that all of your shares are voted. In addition, only a duly authorized person may sign a proxy on a shareholder’s behalf if that shareholder is a corporation, partnership, trust or other entity. If the shares of Common Stock represented by a proxy are registered in more than one name, each registered owner should sign the proxy. If an authorized person executes the proxy pursuant to a power of attorney or as an executor, administrator, trustee or guardian, the person should include his or her full title on the proxy and enclose a certificate or other evidence of appointment with the proxy when delivering it to the Secretary. Proxies that are not properly executed will not be effective.

Q9:      How does the Board recommend that I vote on the re-election of Messrs. Green, Joyner, Perry, Vance and Willis to the Board of Directors?

A:        Our Board of Directors unanimously recommends that shareholders vote FOR the re-election of each of these nominees to the Board as a Class II director at this year’s Annual Meeting.

Q10:      Where can I get a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004?

A:        A copy of our 2004 Annual Report is being furnished along with this proxy statement. Copies of the Annual Report on Form 10-K that we have filed with the Securities and Exchange Commission will be provided free of charge upon written request to: Steven J. Haack, Secretary, WGNB Corp., P.O. Box 280, Carrollton, Georgia 30112, or by telephone at (770) 830-2945. You may also download a copy of the Company’s Annual Report on Form 10-K from our website, www.wgnb.com.

            If the person requesting the Annual Report on Form 10-K was not a shareholder on March 11, 2005, the request must include a representation that the person was a beneficial owner of our Common Stock on that date. Copies of any exhibits to the Annual Report on Form 10-K will also be furnished on request and upon payment of our expenses in furnishing the exhibits.

Q11:      Where is the Company’s Common Stock traded?

A:        Our Common Stock is currently traded on the NASDAQ SmallCap Market under the trading symbol “WGNB”.

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NOMINATION AND ELECTION OF DIRECTORS

     The Board of Directors currently consists of fourteen members and is divided into three classes, with the term of each class staggered so that in any given year approximately one-third of the total Board membership stands for re-election. Board members are elected for a three-year term and serve until their successors are duly qualified and elected. The terms of our current Class II directors will expire at the meeting. The terms of the current Class III and Class I directors will expire at the 2006 and 2007 Annual Meetings, respectively.

     The persons named in the enclosed proxy will vote FOR the five nominees named below under “Nominees for Directors” as the five Class II Directors, unless instructed otherwise in the proxy. The persons receiving the greatest number of votes, up to the number of directors to be elected, shall be the persons elected as Class II directors. Each director is to hold office until the 2008 Annual Meeting of Shareholders and until his successor is duly qualified and elected.

     The names and certain information concerning the persons to be nominated to become Class II directors by the Board of Directors at the meeting (and information regarding the current Class I and Class III directors which are not up for election at the meeting) are set forth below. YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES NAMED BELOW UNDER “NOMINEES FOR DIRECTORS”. It is intended that shares represented by the proxies will be voted FOR the election to the Board of Directors of the persons named below unless authority to vote for nominees has been withheld in the proxy. Although each of the persons nominated has consented to serve as a director if elected and your Board of Directors has no reason to believe that any of the nominees will be unable to serve as a director, if any nominee withdraws or otherwise becomes unavailable to serve, the persons named as proxies will vote for any substitute nominee designated by the Board of Directors. The following information regarding our directors (including the nominees) and executive officers is relevant to your consideration of the slate proposed by your Board of Directors.

Nominees For Directors

     The nominees for the Class II directors (each of whom is currently a director of the Company) are:

W. T. Green, Jr.
L. G. “Jack” Joyner
R. David Perry
J. Thomas Vance
Charles M. Willis, Sr.

Continuing Members of the Board of Directors

     Class III directors, whose terms expire at the 2006 Annual Meeting of Shareholders, consist of L. Leighton Alston, G. Woodfin Cole, Richard A. Duncan, Thomas E. Reeve, III and Frank T. Thomasson, III. Class I directors, whose terms expire at the 2007 Annual Meeting of Shareholders, consist of Wanda W. Calhoun, L. Richard Plunkett, Thomas T. Richards and Oscar W. Roberts, III.

Information as to Nominees, Other Directors and Executive Officers

     The following table provides biographical information for each director, including each nominee for director, and executive officer of the Company. All of our executive officers are chosen by the Board of Directors and serve at the Board’s discretion. Except as otherwise indicated, each individual has been or was engaged in his or her present or last principal occupation, in the same or a similar position, for more than five years. With the exception of Richard Duncan and Oscar Roberts, who are cousins, there are no family relationships among any of our directors or executive officers.

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Corporate Governance

     The Board of Directors has taken active steps to ensure that the Company is in full compliance with the requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), all implementing rules and regulations of the Securities and Exchange Commission (“SEC”), and the listing standards and Marketplace Rules of the Nasdaq Stock Market (the “Nasdaq Rules”), and to implement such non-obligatory corporate governance measures as are determined to be appropriate in light of the nature of our operations.

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Attendance at Meetings and Board Committees

     The Board of Directors conducts its business through the meetings of its Board and through activities of certain committees. All committees act for the Company and the Bank. The Board of Directors has determined that all of the directors, except Messrs. Alston and Duncan, are “independent”, as that term is currently used in the Nasdaq Rules. Accordingly, the Board of Directors is comprised of a majority of independent directors as required by the Nasdaq Rules.

     Our Board of Directors meets monthly and may have additional special meetings. During the fiscal year ending December 31, 2004, the Board of Directors met 12 times. No director attended fewer than 75% of the meetings of our Board of Directors held during the year ended December 31, 2004 or fewer than 75% of the meetings held by committees on which he or she served during such fiscal year.

     In addition to other committees, the Board has standing executive, nominating, executive compensation and audit committees. These committees are currently constituted as follows:

     Executive Committee. The Executive Committee consists of Thomas T. Richards, Chairman, W. T. Green, Jr., L. G. Joyner, R. David Perry, J. Thomas Vance, Charles M. Willis, Sr. and L. Leighton Alston. All of its members, with the exception of Mr. Alston, are independent directors (as the term independent is defined by Nasdaq Rules). The Executive Committee acts on items requiring Board approval between meetings and coordinates the work of the other committees. Upon the recommendation of our Executive Compensation Committee (which is comprised solely of independent directors), the independent members of the Executive Committee also have final approval on all matters relating to the evaluation and compensation of our Chief Executive Officer and other executive officers. Our Executive Committee met one time during the 2004 fiscal year. The Bank also has an Executive Committee made up of the same members which met ten times during the 2004 fiscal year.

     Nominating Committee. The Nominating and Board Review Committee (“Nominating Committee”) consists of G. Woodfin Cole, Chairman, Wanda W. Calhoun and L. Richard Plunkett, all of whom are independent directors (as the term independent is defined by Nasdaq Rules). The function of the Nominating Committee is to select, screen and recommend to the Board nominees for election as directors, including any nominees proposed by shareholders who have complied with the notice procedures set forth in our Bylaws. The Nominating Committee also has ongoing responsibility for Board performance, ensuring individual Board member’s continuing commitment to the Board and our goals and objectives. Additional functions include regularly assessing the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating Committee will consider various potential candidates for director. Candidates may come to the attention of the Nominating Committee through current Board members, shareholders, or other persons. The Nominating Committee has not paid fees to any third party to identify, evaluate, or to assist in identifying or evaluating, potential nominees, but is not prohibited from doing so, should it be determined necessary in the future. The Nominating Committee met one time during the 2004 fiscal year. The Nominating Committee operates under a written charter, a copy of which is available on our website www.wgnb.com.

     Nomination Criteria. In its consideration of Board candidates, the Nominating Committee considers the following criteria: candidate’s knowledge of the banking business; involvement in community, business and civic affairs; financial, regulatory and business experience; integrity, honesty and reputation; age, diversity, size of the Board of Directors and regulatory obligations. In the case of incumbent directors whose terms of office are set to expire, the Nominating Committee reviews such directors’ overall service to WGNB during their term, including the number of meetings attended, level of participation, quality of performance, and whether the director continues to meet the independence standards set forth in the Sarbanes-Oxley Act, SEC and Nasdaq Rules. In the case of new director candidates, the questions of independence and financial expertise are important to determine what roles can be performed by the candidate, and the Nominating Committee determines whether the candidate meets the independence standards set forth in the Sarbanes-Oxley Act, SEC and Nasdaq Rules, and the level of the candidate’s financial expertise. Candidates are interviewed by the Nominating Committee, and if approved, then by all other members of the Board. The full Board approves the final nomination(s) based on recommendations from the Nominating Committee. The Chairman of the Board, acting on behalf of the full Board, will extend the formal

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invitation to become a nominee of the Board of Directors. Qualified candidates for membership on the Board will be considered without regard to race, color, religion, sex, ancestry, national origin or disability.

     Shareholder Nomination Procedures. The Nominating Committee will consider director candidates recommended by the shareholders. The Company’s Bylaws set forth procedures that must be followed by shareholders seeking to make nominations for directors. Generally, in order for a shareholder of the Company to make a nomination, he or she must give written notice to our Secretary so that it is received at least 120 calendar days prior to the first anniversary of the date the Company’s proxy statement is sent to the shareholders in connection with the previous year’s annual meeting of shareholders. If no annual meeting of shareholders was held in the previous year (or if the date of the annual meeting of shareholders was changed by more than 30 calendar days from the date contemplated at the time of the previous year’s proxy statement), the notice must be received by us at least 150 calendar days prior to the date of the annual meeting. The shareholder’s notice must set forth as to each nominee: (i) the name, age, business address and residence address of such nominee; (ii) the principal occupation or employment of such nominee; (iii) the number of shares of WGNB’s Common Stock which are beneficially owned by such nominee; and (iv) any other information relating to such nominee that may be required under federal securities laws to be disclosed in solicitations of proxies for the election of directors (including the written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serve as a director if elected). The shareholder’s notice must also set forth as to the shareholder giving notice: (i) the name and address of such shareholder; and (ii) the number of shares of WGNB’s Common Stock which are beneficially owned by such shareholder.

     If the information supplied by the shareholder is deficient in any material aspect or if the foregoing procedure is not followed, the chairman of the annual meeting may determine that such shareholder’s nomination should not be brought before the meeting and that such nominee shall not be eligible for election as a director of WGNB. The Nominating Committee will not alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether the candidate was recommended by a shareholder or not.

     Executive Compensation Committee. The Executive Compensation and Management Succession Committee (“Executive Compensation Committee”) consists of R. David Perry, Chairman, L. G. Joyner, Dr. Thomas E. Reeve, III and J. Thomas Vance, all of whom are independent directors (as the term independent is defined by Nasdaq Rules). Its functions include the recommendation of compensation levels and officer titles for final approval by the independent directors serving on the Executive Committee and the review and facilitation of any management transition. The Executive Compensation Committee met two times during the 2004 fiscal year.

     Audit Committee. The Compliance, Audit and Examination Committee (“Audit Committee”) consists of Thomas T. Richards, Chairman, R. David Perry and Frank T. Thomasson, III, all of whom are independent directors (as the term independent is defined by Nasdaq Rules and by SEC Rule 10A-3(c)). The Audit Committee reviews the internal accounting procedures of the Company and engages, consults with and oversees the services provided by our independent auditor. The Audit Committee met nine times during the 2004 fiscal year. See Report of the Audit Committee for further information regarding this committee and its operations.

Executive Sessions of the Board

     The Board has formally adopted a policy of meeting in executive session, with only independent directors being present, at regularly scheduled intervals. In practice, and during fiscal 2004, the independent directors met in executive session on at least a semi-annual or more frequent basis if needed. There were five executive sessions during 2004.

Codes of Conduct

     The Board has approved and we have adopted a Code of Business Conduct and Ethics, applicable to all of our directors, officers and employees. This Code is available on our website, www.wgnb.com. The Board, or a committee of independent members, is responsible for reviewing and approving or rejecting all requested waivers to the Code, as such waivers may apply to any of our executive officers or directors. Any waivers will be disclosed on our website.

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     The Board has approved and we have adopted an additional Code of Ethics, applicable to our Chief Executive Officer and all senior financial officers, relating to dealings with WGNB’s auditors and the preparation of our financial statements and other disclosures made to the public under SEC rules and regulations. This Code is available on our website, www.wgnb.com. The Board, or a committee of independent members, is responsible for reviewing and approving or rejecting all requested waiver to the Code, as such waivers may apply to our executive officers or directors. Any waivers will be disclosed on our website.

Communications with the Board of Directors and Attendance at Annual Meeting.

     The Board of Directors maintains an informal process for shareholders to communicate with the Board of Directors. Shareholders wishing to communicate with the Board of Directors should send any communication to WGNB Corp., Attention: Steven J. Haack, Corporate Secretary, P.O. Box 280, Carrollton, Georgia 30112. Any such communication must state the number of shares beneficially owned by the shareholder making the communication. The Corporate Secretary will forward such communication to the full Board of Directors or to any individual director or directors to whom the communication is directed unless the communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Corporate Secretary has the authority to discard the communication or take appropriate legal action regarding the communication.

     Although we do not have a formal policy requiring them to do so, all of the members of the Board of Directors are encouraged to attend the annual meeting of shareholders. At the 2004 annual meeting, all 14 of our directors were in attendance.

Compensation Committee Interlocks and Insider Participation in Compensation Decisions

     All compensation decisions made during fiscal 2004 were made exclusively by the independent directors serving on the Executive Committee, following recommendation by the Executive Compensation Committee, with respect to the Chief Executive Officer, executive officers and other officers. When making its recommendations to the Executive Committee as to officers and executive officers other than the Chief Executive Officer, the Executive Compensation Committee considered the recommendations made by the various supervisors of the officers and executive officers whose compensation was being considered.

     The members of the Executive Committee during fiscal 2004 were Messrs. Richards, Green, Joyner, Perry, Vance, Willis and Alston, none of whom were officers or employees of WGNB or any of our subsidiaries during fiscal 2004 or any prior year, with the exception of Mr. Alston, who is our Chief Executive Officer. Mr. Alston was not present for discussion and voting on matters affecting his compensation.

     The members of the Executive Compensation Committee during fiscal 2004 were Messrs. Perry, Joyner, Reeve and Vance, none of whom were officers or employees of WGNB or any of our subsidiaries during fiscal 2004 or in any prior year.

Audit Committee Report

     The following Audit Committee Report is provided in accordance with the rules and regulations of the SEC. Pursuant to such rules and regulations, this report does not constitute “soliciting materials” and should not be deemed filed with or incorporated by reference into any other Company filings with the SEC under the Securities Act of 1933 or the Securities Exchange Act of 1934 or subject to the liabilities of Section 18 of the Exchange Act, except to the extent we specifically incorporate such information by reference.

     The Board of Directors has appointed an Audit Committee consisting of Messrs. Richards, Perry and Thomasson, all of whom are financially literate and independent (as those terms are defined by Nasdaq Rules and SEC Rule 10A-3(c)). The Board of Directors has determined Mr. Richards to be the “audit committee financial expert” (as that term is defined in pertinent regulations).

     Under the Sarbanes-Oxley Act, the Audit Committee is directly responsible for the selection, appointment, retention, compensation and oversight of our independent accountants, including the pre-approval of both audit and

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non-audit services (including fees and other terms), and the resolution of disagreements between management and the auditors regarding financial reporting, accounting, internal controls, auditing or other matters.

     In carrying out its role, the Audit Committee (i) makes such examinations as are necessary to monitor our financial reporting, its external audits and its process for compliance with laws and regulations, (ii) provides to the Board of Directors the results of its examinations and recommendation derived therefrom, (iii) proposes to the Board of Directors improvements in internal accounting controls, (iv) reviews the results and scope of the annual audit of our financial statements conducted by WGNB’s independent accountants, (v) reviews the scope of other services provided by our independent accountants, and (vi) provides to the Board of Directors such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require Board attention.

     The Audit Committee also maintains a telephone “hotline” by which it can directly receive, on an anonymous and confidential basis, complaints regarding accounting, internal accounting controls and other auditing matters, including any concerns regarding questionable accounting, auditing or other matters that our employees, and non-employees, may have.

     Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls, and for the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America. WGNB’s independent auditors are responsible for auditing the financial statements and expressing an opinion on the conformity of those audited financials statements with accounting principles generally accepted in the United States of America. The Audit Committee monitors and reviews these processes, and reviews the Company’s periodic reports and quarterly earning releases before they are filed with the SEC, but is not responsible for the preparation of the Company’s financial statements.

     The Audit Committee is authorized to engage and determine funding for independent counsel and other advisors it determines necessary to carry out its duties.

     In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements included in WGNB’s Annual Report on Form 10-K with management including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. However, members of the Audit Committee are not employees of WGNB and have relied, without independent verification, on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America and on the representations of the independent auditors included in their report on the Company’s financial statements. The Audit Committee also discussed with representatives of Porter Keadle Moore, our independent auditors for fiscal 2004, the overall scope and plans for their audit of WGNB’s financial statements for fiscal 2004. The Audit Committee met with Porter Keadle Moore, with and without our management present, to discuss whether any significant matters regarding internal controls over financial reporting had come to the auditors’ attention during the conduct of the audit, and the overall quality of our financial reporting.

     Beginning in fiscal 2002 and continuing during fiscal 2004, the Chairman of the Audit Committee met with our Chief Executive and Chief Financial Officers to discuss their review of the Company’s disclosure controls and procedures and internal controls in connection with the filing of periodic reports with the SEC.

     The Audit Committee reviewed with Porter Keadle Moore, who are responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States of America, their judgments as to the quality, not just the acceptability, of the Company’s financial statements, changes in accounting policies, sensitive accounting estimates, accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards, including the matters required to be discussed by SAS 61 (Communication with Audit Committees), as amended.

     In addition, the Audit Committee has discussed with Porter Keadle Moore, their independence from management and the Company including the matters in the written disclosures required by the Independence Standards Board Standard No. 1. The Audit Committee considered, among other things, whether the services Porter Keadle Moore provided to WGNB beyond their audit of the Company’s financial statements was compatible with

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maintaining Porter Keadle Moore’s independence. The Audit Committee also considered the amount of fees Porter Keadle Moore received for audit and non-audit services.

     In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2004 for filing with the SEC.

     The Audit Committee is governed by a written charter, adopted by the Board of Directors of the Company, a copy of which was included as Appendix “A” to the Proxy Statement delivered in connection with the 2004 annual meeting.

	The Audit Committee Thomas T. Richards, Chairman R. David Perry Frank T. Thomasson, III

Certain Relationships and Related Transactions

     During the past year, West Georgia National Bank, as the Company’s subsidiary, has had banking transactions in the ordinary course of its business with its directors and officers on substantially the same terms, including interest rates, collateral, and repayment terms on loans, as those prevailing at the time for comparable transactions with other unaffiliated customers. The extensions of credit by the Bank to these persons have not and do not currently involve more than the normal risk of collectability or present other unfavorable features and are in compliance with the Bank’s lending policies and statutory lending limits and applicable regulatory requirements.

     We do not intend to enter into any transactions in the future with or involving any of our officers or directors or any members of their immediate family on terms that would be less favorable to us than those that would be available from unaffiliated third parties in arms-length transactions. We have established an Interested Director Transaction Approval Committee (the “Director Transaction Committee”) and delegated to this committee responsibility for reviewing and approving any transaction (other than banking transactions involving the Bank’s normal depository and loan services) involving the Company and any director (or member of that director’s immediate family or other affiliate of the director). The Director Transaction Committee is made up of three directors, each of whom qualify as a “disinterested director” under Georgia law and are “independent” as that term is defined under Nasdaq Rules. To the extent possible, one member of the Director Transaction Committee is the Chairman of our Audit Committee and one member is the Chairman of our Executive Committee. The Director Transaction Committee has the ultimate authority to evaluate and, where appropriate, approve any proposed transaction between the Company and a director or related party of a director. In approving a particular transaction, the Director Transaction Committee may consider all factors it deems necessary including the adequacy of the director’s required disclosure, the effect the contemplated transaction could have on the ability of the Company to solicit and receive outside bids for similar services, the level of commitment the director is willing to give to warrant or guarantee the goods or performance of services required under the transaction and the difficulty of the Company in enforcing its rights in the event of a dispute or default by the provider of goods or services under the transaction. For any transaction involving payments that would rise to the level where such transaction would be required to be reported under the securities laws, the Director Transaction Committee is required to perform a market check or solicit at least one competing bid for comparable products or services.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the number and percentage of shares of common stock beneficially owned as of March 15, 2005 by each director and nominee for director, each of the executive officers of WGNB named in the “SUMMARY COMPENSATION TABLE,” all directors and executive officers as a group, and each person known by the Company to be a beneficial owner of more than five percent (5%) of the common stock. Except as otherwise indicated, each beneficial owner has sole voting and investment power with respect to the shares of common stock listed.

¹ Information relating to beneficial ownership of common stock is based upon“beneficial ownership” concepts set forth in rules of the SEC under Section 13(d) of the Securities Exchange Act of 1934, as amended. Under such 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 direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any security of which that person has the right to acquire beneficial ownership within sixty (60) days. Under the rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he has no beneficial interest. For instance, beneficial ownership includes stock owned by spouses, minor children and other relatives residing in the same household, and trusts, partnerships, corporations or deferred compensation plans which are affiliated with the principal.

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(a)	Includes 116 shares owned by Mr. Alston’s wife, 260 shares owned by Mr. Alston’s children, and 20,589 options which are currently exercisable.
(b)	Includes 5,079 shares owned by Ms. Calhoun’s minor children and 370 shares owned by her husband.
(c)	Includes 404 shares owned by Mr. Cole’s minor children.
(d)	Includes 2,492 shares owned by Mr. Duncan’s minor children and 1,920 shares owned by his wife.
(e)	Includes 3,200 shares owned by W. T. Green Jr. Family Limited Partnership of which Mr. Green is the general partner, 299 shares owned by his wife and 4,622 shares owned by his minor child.
(f)	Includes 4,130 shares owned by Ivy Bluff Properties, Inc., of which Mr. Joyner is president, and 400 shares owned by his wife.
(g)	Includes 424 shares held by Mr. Plunkett as custodian for his minor children and 5,000 shares owned by High Cotton Investment Partners, LLC, of which Mr. Plunkett is a managing member.
(h)	Includes 735 shares owned by Dr. Reeve’s wife.
(i)	Includes 100 shares owned by Mr. Richards’ wife.
(j)	Includes 2,928 shares owned jointly with Mr. Roberts’ children and 500 shares owned by his wife.
(k)	Includes 100 shares owned by Mr. Willis’ wife.
(l)	Includes 1,667 options which are currently exercisable.
(m)	Includes 776 options which are currently exercisable.
(n)	Includes 50 shares owned by Budding Tree Ltd., which is controlled by Mr. Lipham, 935 shares owned jointly with his wife, 520 shares owned jointly with his father and 1,191 options which are currently exercisable.

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(o)	Includes 108 shares owned by Mr. Whitaker’s minor children and 191 options which are currently exercisable.
(p)	Includes shares held personally and as executrix of the Estate of Oscar W. Roberts, Jr.
(q)	Includes 6,400 shares owned by Mr. Walker’s wife.
(r)	See notes (a) through (o) above.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and 10% shareholders to file reports regarding initial ownership and changes in ownership with the Securities and Exchange Commission and any exchange upon which the Company’s securities are listed. Executive officers, directors and 10% shareholders are required by Securities and Exchange Commission regulations to furnish the Company with copies of all Section 16(a) forms they file. The Company’s information regarding compliance with Section 16(a) is based solely on a review of the copies of such reports furnished to the Company by the Company’s executive officers, directors and 10% shareholders. The Company believes that, during the fiscal year ending December 31, 2004, all of its executive officers, directors and 10% shareholders complied with all applicable Section 16(a) filing requirements.

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EXECUTIVE COMPENSATION

     The table below sets forth the total compensation paid to the CEO and each of the Company’s four highest paid executive officers (the “Named Executive Officers”) for each of the Company’s last three completed fiscal years:

SUMMARY COMPENSATION TABLE

* The aggregate amount of certain perquisites and other benefits provided to each of the officers listed above did not exceed the lesser of $50,000 or 10% of his total annual salary and bonus in any of the years reported and so is not required to be included in the table.

(a)	The amounts included represent two bonus plans, a profit sharing plan in which all employees participate and an executive bonus plan. For 2004, the respective amounts attributable to the profit sharing plan and to the bonus plans for each officer, respectively, were as follows: Mr. Alston, $19,898 and $264,410; Mr. Duncan, $0 and $3,813; Mr. Haack, $15,066 and $39,661; Mr. Hobbs, $14,833 and $40,679; Mr. Lipham, $15,439 and $85,767; and Mr. Whitaker, $12,535 and $30,482.
(b)	Represents the number of options granted under Incentive Stock Option Agreements, as adjusted for stock splits.
(c)	Includes contributions made to a 401(k) plan and life insurance premiums paid on behalf of such officers. For 2004, the amounts contributed to the 401(k) plan and premiums paid for each officer, respectively, were as follows: Mr. Alston, $20,800 and $600; Mr. Duncan, $3,756 and $150; Mr. Haack, $15,373 and $600; Mr. Hobbs, $18,815 and $600; Mr. Lipham, $15,763 and $600; and Mr. Whitaker, $12,640 and $600. Mr. Alston, Mr. Duncan and Mr. Lipham also received director fees disclosed under the section “Director Compensation” on page 18 of this Proxy Statement.
(d)	Mr. Duncan retired from serving in these capacities on March 31, 2004.
(e)	In connection with his retirement, Mr. Duncan received a cash payout of his employment agreement in the amount of $409,629 plus a Company owned automobile valued at $24,980.

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Option Grants

     Certain executive officers of the Company and the Bank receive stock options under the Company’s 1994 and 2003 Incentive Stock Option Plans . The options are exercisable after five years from the date of grant at a price that equals the fair market value of the stock at the date of grant. All options expire ten years from the date of grant and are intended to be qualified stock options as defined under Section 422 of the Internal Revenue Code of 1986, as amended. The following table summarizes options granted during 2004 to each of the Named Executive Officers:

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Option Exercises and Holdings

     The following table sets forth the name of the optionee, number of shares received upon exercise, the dollar value realized, the total number of unexercised options held at December 31, 2004 separately identified as exercisable and unexercisable and the aggregate dollar value of “in-the-money” unexercised options, separately identified as exercisable and unexercisable. The value of unexercised options which are exercisable and unexercisable is based on the stock price of $29.75 per share, the market price of the Company’s shares at December 31, 2004.

OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES

	(1)	The options exercised had a weighted average exercise price of $9.11 per share. The weighted average of the fair market values of the common stock on the date of exercise was $30.40 per share.
	(2)	The options exercised had a weighted average exercise price of $23.78 per share. The weighted average of the fair market values of the common stock on the date of exercise was $30.34 per share.
	(3)	The options were exercised at an exercise price of $20.00 per share. The fair market value of the common stock on the date of exercise was $29.99 per share.

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Director Compensation

     The directors receive compensation in the form of fees for services performed as directors and members of various committees. Directors are paid $900 for each board meeting attended. Directors who serve on the various committees are paid fees ranging from $100 to $250 per meeting depending on the particular committee involved. The Audit Committee chairman receives $300 per month and Audit Committee members receive $250 per month regardless of the number of meetings held. The Chairman of the Board also receives a flat fee of $3,000 per month. Each director has the option to receive his compensation in the form of the Company’s stock. The following table discloses the name and amount of compensation paid to each director of the Company and the Bank in 2004.

*	indicates director fees paid in stock
**	indicates director of Bank only

Employment Agreements

     On September 10, 1996, the Company entered into an employment agreement with Mr. Alston, the Company’s President and Chief Executive Officer. The employment agreement provided for an initial term of two years with automatic renewal terms of two years until either party gives notice of its intent not to renew the agreement 90 days prior to the end of the then current term. The employment agreement was amended on May 30, 2002 and now provides for three-year terms with automatic renewal terms of three years until either party gives notice of its intent not to renew. The employment agreement, as amended, provides for a base salary of $142,856 for the fiscal year ending December 31, 2002, with annual raises as determined by the Company’s Board of Directors. In addition, Mr. Alston has the right to participate in the Company’s employee benefit plans such as medical coverage, life insurance, pension and profit sharing plans and is entitled to reimbursement of club dues and certain automobile expenses. Under the terms of the employment agreement, employment terminates upon death or total disability of Mr. Alston, and may be terminated by the Company for cause (such as misconduct, commission of certain crimes or acts, or initiation of removal proceedings by federal or state regulatory authorities). The employment agreement contains a change in control provision that provides Mr. Alston with the right to terminate his employment within 24 months of the date of a change in control and have such termination treated as a termination without cause meaning that Mr. Alston shall have the right to receive a lump sum cash payment in an amount equal to three times his annual compensation for the fiscal year ended immediately preceding the date of the change of control and any salary that had accrued up to the time of termination. For purposes of the employment agreement, a change of control is deemed to have occurred at such time as (a) the individuals constituting the Company’s or Bank’s Board of Directors at the beginning of the employment cease for any reason to constitute at least a majority of said Board of Directors (unless any replacement directors are elected by or on the recommendation of the incumbent Board of Directors), (b) a notice is filed with the Office of the Comptroller of the Currency or Federal Reserve for permission to acquire control of the Company or the Bank or more than 50% of the Company’s or Bank’s outstanding common stock, or (c) the Company or the Bank shall become a subsidiary of another entity or shall be merged or consolidated into another entity. The employment agreement also contains certain customary terms regarding proprietary information, confidentiality, and non-competition upon termination.

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Mr. Alston’s employment agreement will expire on May 30, 2005 and the parties are currently in negotiations regarding the terms under which Mr. Alston will continue to be employed.

     In August 2000, the Bank entered into employment agreements with Mr. Duncan, who served (until his retirement in 2004) as its President, with Mr. Lipham, who served as Bank Executive Vice President until he assumed the role of Bank President in 2004, and Mr. Hobbs, who serves as Bank Executive Vice President, and with Mr. Haack, who serves as its Executive Vice President and Chief Financial Officer. These employment agreements were amended on April 11, 2002. In December 2002, the Bank entered into an employment agreement with Mr. Whitaker, who serves as Bank Senior Vice President. The employment agreements, as amended, provide for an initial term of two years which may be extended for an additional year unless the executive or the Bank gives the other party notice of his or its intent not to renew the agreement 90 days prior to the end of the current term. Mr. Haack’s agreement was further amended on May 24, 2004 to extend his term for a new three-year period which may be extended for an additional year unless either party gives notice of intent not to renew 90 days prior to the end of the term. The employment agreements for each of these executives provide for an initial base salary of $115,210 for Mr. Duncan (now retired), $104,000 for Mr. Lipham, $98,860 for Mr. Hobbs, $95,060 for Mr. Haack and $90,000 for Mr. Whitaker. All compensation levels are subject to annual review and adjustment at the discretion of the Bank and all executives have the right to participate in all employee benefit plans available to similarly situated employees. In addition, Messrs. Duncan, Lipham and Hobbs are all entitled to reimbursement of club dues and a company provided automobile. Mr. Haack and Mr. Whitaker are entitled to reimbursement of club dues and a gasoline allowance. The employment agreements may be terminated by the Bank for cause in the event of theft, dishonesty, nonperformance or violation of policy or if there has been a change in control (which, for purposes of these employment agreements means any transaction or transactions involving the sale of all or substantially all of the Company’s assets, any transfer of more than 50% of the Company’s common stock, or any merger or consolidation where the surviving entity is not controlled by the shareholders of the Company) and the executive declines to serve the Bank in another position or function at any location without a reduction in salary. The agreements may also be terminated by the Bank without cause although the Bank must pay the executive upon such termination a lump sum payment equal to two years’ compensation, including salary and accrued benefits. The employment agreements also contain certain customary terms regarding proprietary information, confidentiality, and non-competition upon termination.

Report On Executive Compensation

     Overview and Philosophy. The Company’s executive compensation policies are established by the Executive Compensation Committee of the Board of Directors. The Executive Compensation Committee’s objectives in designing and administering the specific elements of the Company’s executive compensation program are as follows:

	•	To link executive compensation rewards to increases in shareholder value, as measured by favorable long-term operating results and continued strengthening of the Company’s financial condition.
	•	To provide incentives for executive officers to work towards achieving successful annual results as a step in achieving the Company’s long-term operating results and strategic objectives.
	•	To correlate, as closely as possible, executive officers’ receipt of compensation with the attainment of specified performance objectives.
	•	To maintain a competitive mix of total executive compensation, with particular emphasis on awards related to increases in long-term shareholder value.
	•	To attract and retain top performing executive officers for the long-term success of the Company.

     In furtherance of these objectives, the Executive Compensation Committee has determined that there should be three specific components of executive compensation: base salary, a cash bonus and stock benefit plans.

     Base Salary. The Executive Compensation Committee makes its recommendations regarding executive compensation on the basis of surveys of salaries paid to executive officers of other bank holding companies, and other financial institutions similar in size, market capitalization and other characteristics. The Committee’s objective is to provide for base salaries that are competitive with the average salary paid by the Company’s peers.

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The Committee also takes into account recommendations submitted by persons serving in a supervisory position over a particular officer or executive officer. The Committee’s recommendations are made to the Executive Committee who approves the compensation for the officers and executive officers. In the case of compensation for the Company’s Chief Executive Officer, the Executive Compensation Committee also makes a recommendation to the Executive Committee and the independent members of that committee approve the appropriate compensation for the Chief Executive Officer. Mr. Alston is not present for discussions nor does he vote on matters affecting his compensation.

     Bonus. The Company pays a formula-based bonus on an annual basis based on satisfaction of a combination of individual and Company performance objectives. The amount of such bonuses are determined by the Executive Compensation Committee, in accordance with contractual obligations, subject to ratification by the Executive Committee. Draws against expected bonuses are paid on quarterly intervals during the first three quarters of the fiscal year with an additional draw against the expected bonus paid during December at that year. Any final amounts due an executive for bonus compensation are generally paid during February of the next fiscal year, following completion of the Company’s audit for the preceding fiscal year end. As is the case with base salary, the independent members of the Executive Committee approves annual bonus compensation for the Chief Executive Officer based on the formula guidelines described above.

     Incentive Stock Option Plan. In addition, the Executive Compensation Committee believes that stock related award plans are an important element of compensation since they provide executives with incentives linked to the performance of the Company’s common stock. In 1994, the Company’s Board and shareholders adopted the WGNB Corp. Incentive Stock Option Plan pursuant to which options to purchase up to 160,000 shares of common stock could be granted. All available shares under the 1994 Incentive Stock Option Plan have been distributed. In 2003, the Company’s Board and shareholders adopted the WGNB Corp. 2003 Incentive Stock Plan (collectively, the “Incentive Stock Plans”). The purposes of these Incentive Stock Plans are to attract, retain and motivate officers and key employees of the Company and its subsidiaries and to provide incentives and rewards for superior performance. Only officers or key employees of the Company or any of its subsidiaries are eligible to participate in these plans.

     The Executive Compensation Committee or the Board, as appropriate, determines the following pursuant to the Incentive Stock Plans:

	•	the number of shares of common stock that are subject to each option granted (which typically is calculated based on the amount of the executive’s bonus for the immediately preceding fiscal year divided by the market price of the common stock on the date of grant);
	•	the exercise price for each option;
	•	the dates on which options are granted, become exercisable and expire; and
	•	any other conditions to which the options will be subject.

     If an optionee’s employment is terminated for any reason other than death or permanent disability, any portion of the option that has not been previously exercised will terminate immediately. If the optionee dies while employed, the option may be exercised (if the agreement relating to the option so provides), at any time within the twelve-month period after the optionee’s death during which the option would otherwise be exercisable, by the executor or administrator of the optionee’s estate or by persons who have acquired the option directly from the optionee by bequest or inheritance. If the optionee’s employment is terminated due to a permanent disability, the optionee will have the right to exercise the option (if the agreement relating to the option so provides) at any time within the twelve-month period after such termination during which the option would otherwise be exercisable.

     15,639 stock options were granted to executive officers of the Company during fiscal 2004.

     Defined Contribution Plan. The Company maintains a qualified retirement plan pursuant to Internal Revenue Code Section 401(k) (the “401(k) Plan”) covering substantially all employees subject to certain minimum age and service requirements. The 401(k) Plan allows employees to make voluntary contributions and provides for discretionary matching contributions by the Company. The assets of the 401(k) Plan are held in trust for participants and are distributed upon the retirement, disability, death or other termination of employment of the participant. The Board, in its discretion, determines the amount of any Company contributions (currently 5% of the participants’

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salary), and the amount of any matching contributions to be made based on participants’ 401(k) contributions (currently up to 6% of the participants’ salary).

     Employees who participate in the Profit Sharing Plan may contribute to their 401(k) account between one percent and fifteen percent (in increments of one percent) of their compensation by way of salary reductions that cannot exceed a maximum amount that varies annually in accordance with the Internal Revenue Code. The Company also makes available to 401(k) Plan participants the ability to direct the investment of their 401(k) accounts (including the Company’s matching contributions) in various investment funds.

     The Company contributed $453,704 to the 401(k) Plan on behalf of all employees, including executive officers, during fiscal 2004. These contributions were allocated to the matching contribution accounts in each participant’s 401(k) accounts. The Company’s contributions to each of the executive officers named in the Summary Compensation Table are reflected in the last column of that table. All of the Company’s executive officers who are named in the Summary Compensation Table and who had account balances under the 401(k) Plan were 100% vested in their accounts. Participants’ interests in contributions allocated to their accounts vest over five years.

     Life Insurance. The Company maintains, at its expense, for the benefit of each of its full-time employees life insurance policies in the amount of 2.5 times the employee’s annual salary, up to $250,000. The premiums paid by the Company for the benefit of the executive officers named in the Summary Compensation Table are included in the last column of that table.

Compensation of the Chief Executive Officer

     Mr. Alston’s base salary is established in accordance with the terms of the employment agreement entered into between the Bank and Mr. Alston. See “– Employment Agreements.” The independent members of the Executive Committee, taking into account the recommendation of the Executive Compensation Committee, determines the Chief Executive Officer’s compensation on the basis of several factors. It also review and approves all reimbursed expenses. In determining Mr. Alston’s base salary, the Executive Committee reviewed the analysis made by the Executive Compensation Committee as to of compensation paid to chief executive officers of similarly situated banks and other financial institutions of similar asset size. The Committee believes that Mr. Alston’s salary is generally competitive with the average salary paid to executives of similar rank and expertise at banking institutions which the Committee considered to be comparable and taking into account the Bank’s superior performance and complex operations relative to comparable institutions.

     Mr. Alston received bonus compensation for fiscal 2004 pursuant to the same basic factors as described above under “- Bonus.” In establishing Mr. Alston’s bonus, the Committee considered the Company’s overall performance, record of increase in shareholder value and success in meeting strategic objectives and his personal leadership and accomplishments. These factors were considered in conjunction with the Company’s financial results for fiscal 2004 in relation to the Company’s established business plan and achieving certain annual performance goals, including but not limited to, return on assets and return on equity and satisfactory results of regulatory examinations and independent audits.

     The Company engaged The Bankers Bank to compile a study during the fall of 2002 for the purpose of determining the appropriateness of its current compensation policy including those relating to the Company’s stock option and profit sharing plans and the methods of calculating base salary and bonuses. Other than making a recommendation that the director fees be increased (which the Company implemented for its 2003 fiscal year), the Bankers Bank concluded that the Company’s compensation policy was reasonable and appropriate. The Committee and Mr. Alston are currently in negotiations regarding the terms under which his employment agreement will be renewed upon its expiration in May 2005.

     The Executive Compensation Committee believes that the Company’s executive compensation program serves the Company and its shareholders by providing a direct link between the interests of executive officers and those of shareholders generally and by helping to attract and retain qualified executive officers who are dedicated to the long-term success of the Company.

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STOCK PERFORMANCE GRAPH

     The graph and table which follow show the cumulative total return on the Company’s common stock for the period from August 14, 2000, (the date the Company’s common stock was registered under Section 12 of the Securities Exchange Act of 1934) through the fiscal year ended December 31, 2004 with (1) the total cumulative return of all companies whose equity securities are traded on the NASDAQ Stock Market; (2) the total cumulative return of banks and bank holding companies in the South traded on the OTC bulletin board and pink sheets; and (3) the total cumulative return of banks and bank holding companies having assets of $100 million to $500 million and traded on the OTC bulletin board and pink sheets. The comparison assumes $100 was invested after the close of business on August 14, 2000 in the Company’s common stock and in each of the foregoing indices and assumes reinvestment of dividends. The shareholder returns shown on the performance graph are not necessarily indicative of the future performance of the common stock or of any particular index.

Cumulative Total Shareholder Return
Compared With Performance of Selected Indexes
August 14, 2000 through December 31, 2004

WGNB Corp.

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INDEPENDENT PUBLIC ACCOUNTANTS

     The Audit Committee of the Board of Directors has selected Porter Keadle Moore, LLP to audit the financial statements of the Company for the fiscal year ending December 31, 2004. Porter Keadle Moore, LLP has audited the Company’s financial statements since 1995. A representative of Porter Keadle Moore, LLP will be present at the meeting to respond to any questions and to make a statement on behalf of his firm, if he so desires.

Audit Fees

     During the last two fiscal years, the Company paid Porter Keadle Moore, LLP fees as follows:

     Audit Fees. The aggregate fees billed by Porter Keadle Moore, LLP for professional services rendered for the audit of the Company’s annual financial statements for the fiscal years ended December 31, 2004 and December 31, 2003 and for the review of the financial statements included in the Company’s Quarterly Reports on Form 10-Q for such fiscal years were $53,944 and $72,874, respectively.

     Audit-Related Fees. The aggregate fees billed by Porter Keadle Moore, LLP for assurance and related services that were reasonably related to the audit (including services related to benefit plan and Federal Home Loan Bank collateral audits) of the Company’s annual financial statements for the fiscal years ended December 31, 2004 and December 31, 2003 were $10,644 and $18,099, respectively.

     Tax Fees. The aggregate fees billed by Porter Keadle Moore, LLP for tax compliance, tax advice and tax planning for the fiscal years ended December 31, 2004 and December 31, 2003 were $11,240 and $11,646, respectively.

     All Other Fees. The aggregate fees billed by Porter Keadle Moore, LLP for services rendered to the Company, other than the services described above (primarily relating to permitted internal control and compliance procedures) for the fiscal years ended December 31, 2004 and December 31, 2003 were $11,635 and $30,282, respectively. The Audit Committee has considered whether the provision of these services is compatible with maintaining Porter Keadle Moore, LLP’s independence.

     The Audit Committee is responsible for pre-approving all auditing services and permitted non-audit services to be performed by its independent auditors. Pre-approval may be granted by action of the full Audit Committee or, in the absence of such Audit Committee action, by any member to whom the Audit Committee has delegated such authority. All of the fees paid to Porter Keadle Moore, LLP in each of the categories described above were pre-approved by the Audit Committee.

OTHER MATTERS

Solicitation of Proxies

     The Company will solicit proxies for the meeting by mail. The Company will bear the cost of preparing, assembling, printing, mailing and soliciting proxy solicitation materials. The Company’s officers and employees may also solicit proxies in person or by telephone, but they will not be specially compensated for such services. The Company will reimburse brokerage firms and other nominees, custodians and fiduciaries for the reasonable out-of-pocket expenses they incur in forwarding proxy solicitation materials to the beneficial owners of common stock held of record by them.

Transaction of Other Business at the 2004 Annual Meeting

     If notice of a shareholder proposal that has not been submitted to be included in this Proxy Statement was not received by the Company on or before November 20, 2004 (which, pursuant to the advance notice requirements reflected in the Company’s bylaws, is the 120th day prior to March 19, 2005, i.e., the first anniversary of the date the Company mailed its proxy materials to shareholders with respect to the 2004 Annual Meeting of Shareholders), the persons named in the enclosed form of proxy will have discretionary authority to vote all proxies with respect thereto in accordance with their best judgment. No proposals had been received as of that date.

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     At this time, the Board of Directors does not know of any matters to be presented for action at the 2005 Annual Meeting other than those mentioned in the Notice of Annual Meeting of Shareholders and referred to in this Proxy Statement. If any other matter comes before the meeting, it is intended that the persons who are named in the proxies will vote the shares represented by effective proxies in their discretion.

Shareholder Proposals for the 2006 Annual Meeting

     The Company provides all shareholders with the opportunity, under certain circumstances, to participate in the governance of the Company by submitting proposals that they believe merit consideration at the next Annual Meeting of Shareholders, which currently is expected to be held in April, 2006. To enable management to analyze and respond adequately to proposals and to prepare appropriate proposals for presentation in the Company’s Proxy Statement for the next Annual Meeting of Shareholders, any such proposal should be submitted to the Company no later than November 18, 2005, to the attention of its Corporate Secretary, at its principal office appearing on the front page of this Proxy Statement. Shareholders may also submit the names of individuals who they wish to be considered by the Board of Directors as nominees for directors. If any proposals are submitted by a shareholder for the next annual meeting and are received by the Company after November 18, 2005, these shareholder proposals will not be presented in the proxy materials to be delivered in connection with the next annual meeting and, if the matters are brought up at the meeting, the persons named in the form of proxy for that annual meeting will be allowed to use their discretionary authority with respect to voting on such shareholder matters.

Incorporation by Reference of this Proxy Statement

     The Audit Committee Report, the Report on Executive Compensation and the graph and related data set forth under the heading “Stock Performance Graph” set forth on pages 10 and 19 through 22, respectively, of this Proxy Statement shall not be deemed to be incorporated by reference into any report, statement or other filing made by the Company with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, or in any related prospectus, that incorporates this Proxy Statement by reference, in whole or in part, notwithstanding anything to the contrary set forth therein.

Availability of Form 10-K

     Upon written request, we will provide, without charge, to shareholders that are entitled to receive this Proxy Statement a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the SEC (including the financial statements and related schedules, but not including the exhibits thereto, which will be provided upon written request at the shareholder’s expense). Requests for copies should be directed to Steven J. Haack, Secretary, at WGNB Corp., P.O. Box 280, Carrollton, Georgia 30112, or by telephone at (770) 830-2945. A shareholder may also download a copy of the Company’s Annual Report on Form 10-K from the Company’s website, www.wgnb.com.

Other Available Information

     WGNB is subject to the informational requirements of the Exchange Act and, in accordance therewith, is required to file reports, proxy statements and other information with the SEC. Shareholders may inspect and copy such reports, proxy statements and other information at the Public Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Shareholders may also obtain copies of the reports, proxy statements and other information from the Public Reference Section of the SEC, Washington, D.C. 20549, at prescribed rates. The SEC maintains a World Wide Web site on the internet at http://www.sec.gov that contains reports, proxies, information statements, and registration statements and other information filed with the SEC through the EDGAR system.

     Please return your proxy as soon as possible. Unless a quorum consisting of a majority of the outstanding shares entitled to vote is represented at the meeting, no business can be transacted. Therefore, please be sure to date and sign your proxy exactly as your name appears on your stock certificate and return it to us. The proxy is self-addressed and has prepaid postage affixed to facilitate its return. Please act promptly to ensure that you will be represented at this important meeting.

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March 18, 2005

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FORM OF PROXY

WGNB CORP.

The undersigned hereby appoints G. Woodfin Cole, Thomas E. Reeve, III and Frank T. Thomasson, III, or any one of them, with full power of substitution, as proxy for the undersigned, to vote all shares of common stock, $1.25 par value per share, of WGNB Corp. owned of record by the undersigned, with all powers the undersigned would have if personally present at the Annual Meeting of Shareholders of WGNB Corp. to be held on April 12, 2005 at 3:00 p.m., local time, at the Carrollton Cultural Arts Center located at 251 Alabama Street, Carrollton, Georgia 30117 and any adjournments thereof for the following purposes:

1.	FOR ALL NOMINEES ___WITHHOLD ALL NOMINEES ___for election, by the holders of common stock of WGNB Corp. (Proposal One):

Instructions:	To withhold authority to vote for any individual nominee, place an X in the box on the left and strike a line through the name of any nominee(s) listed above.

2.	To transact such other business as may properly come before the meeting.

THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES LISTED IN PROPOSAL ONE IF NO INSTRUCTION TO THE CONTRARY IS INDICATED OR IF NO INSTRUCTION IS GIVEN.

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WGNB CORP.

Please mark, date and sign this Proxy and deliver it to any of the above-named proxies whether or not you plan to attend the meeting. You may revoke a previously delivered Proxy at any time prior to the meeting.