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

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Filed by a Party other than the Registrant   o
Check the appropriate box:

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x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12

GEORGIA-CAROLINA BANCSHARES, INC.

(Name of Registrant as Specified in Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

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5)	Total fee paid:

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o 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.

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¹ Set forth the amount on which the filing fee is calculated and state how it was determined.

GEORGIA-CAROLINA BANCSHARES, INC.
2805 Wrightsboro Road
Augusta, Georgia 30909

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 21, 2003

     The Annual Meeting of Shareholders of Georgia-Carolina Bancshares, Inc. (the “Company”) will be held on Wednesday, May 21, 2003 at 2:00 p.m., at the Sheraton Augusta Hotel, 2651 Perimeter Parkway, Augusta, Georgia 30909, for the following purposes:

(1)	To elect six Class III directors to hold office until the 2006 Annual Meeting of Shareholders and until their successors are elected and qualified; and
(2)	To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

     Only shareholders of record at the close of business on April 7, 2003 will be entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

     A Proxy Statement and a proxy solicited by the Board of Directors are enclosed herewith. Please sign, date and return the proxy promptly. If you attend the Annual Meeting, you may, if you wish, withdraw your proxy and vote in person.

	By Order of the Board of Directors,
	/s/ Patrick G. Blanchard
	Patrick G. Blanchard President and Chief Executive Officer
Augusta, Georgia April 21, 2003

Your vote is important. Whether or not you plan to attend the Annual Meeting in person, you are urged to complete, sign, date and promptly mail the enclosed proxy in the accompanying postage paid envelope. If you attend the Annual Meeting, you may revoke the proxy and vote your shares in person.

TABLE OF CONTENTS

GEORGIA-CAROLINA BANCSHARES, INC.
2805 Wrightsboro Road
Augusta, Georgia 30909

ANNUAL MEETING OF SHAREHOLDERS
May 21, 2003

PROXY STATEMENT

     This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Georgia-Carolina Bancshares, Inc. (the “Company”) for the Annual Meeting of Shareholders to be held on Wednesday, May 21, 2003, and any adjournments or postponements thereof, at the time and place and for the purposes set forth in the accompanying Notice of the Annual Meeting. The expense of this solicitation, including the cost of preparing and mailing this Proxy Statement, will be paid by the Company. In addition to solicitations by mail, officers and regular employees of the Company, at no additional compensation, may assist in soliciting proxies by telephone. This Proxy Statement and the accompanying proxy are first being mailed to shareholders on or about April 21, 2003. The address of the principal executive offices of the Company is 2805 Wrightsboro Road, Augusta, Georgia 30909.

     Any proxy given pursuant to this solicitation may be revoked by any shareholder who attends the Annual Meeting and gives oral notice of his election to vote in person, without compliance with any other formalities. In addition, any proxy given pursuant to this solicitation may be revoked prior to the Annual Meeting by delivering to the Secretary of the Company an instrument revoking it or a duly executed proxy for the same shares bearing a later date. Proxies which are returned properly executed and not revoked will be voted in accordance with the shareholder’s directions specified thereon. Where no direction is specified, proxies will be voted FOR the election of the nominees for director named herein. Abstentions and broker non-votes will not be counted as votes either in favor of or against the matter with respect to which the abstention or broker non-vote relates; however, with respect to any matter other than the election of directors, an abstention or broker non-vote would have the effect of a vote against the proposal in question.

     The record of shareholders entitled to vote at the Annual Meeting was taken on April 7, 2003. On that date, the Company had outstanding and entitled to vote 1,308,975 shares of common stock, par value $.001 per share, with each share of common stock entitled to one vote. A majority of the outstanding shares of common stock will constitute a quorum for the transaction of business at the Annual Meeting.

AGENDA ITEM ONE
ELECTION OF DIRECTORS

     The Board of Directors of the Company, pursuant to the Company’s Bylaws, has set the number of directors to serve for the next year at 18. The Company’s Articles of Incorporation provide for a classified board of directors, whereby approximately one-third of the members of the Company’s Board of Directors are elected each year at the Company’s Annual Meeting of Shareholders. At each Annual Meeting of Shareholders, successors to the class of directors whose term expires at that Annual Meeting of Shareholders will be elected for a three-year term.

     On June 19, 2002, the Board of Directors elected to increase the size of the Board to 18 members and elected A. Montague Miller as a director in Class III to serve until the 2003 Annual Meeting of Shareholders. As a result, six Class III directors are presently standing for election to the Board of Directors of the Company to succeed themselves for a term of three years and until their successors are elected and qualified or until their earlier resignation, removal from office or death.

     In the event that any nominee withdraws or for any reason is not able to serve as a director, the proxy will be voted for such other person as may be designated by the Board of Directors, but in no event will the proxy be voted for more than six nominees. The affirmative vote of a plurality of all votes cast at the Annual Meeting by the holders of Company common stock is required for the election of the six nominees. Of the nominees listed below, Mr. Joesbury and Mr. Wilson have been directors of the Company since the Company commenced operations in February 1997. Messrs. Blanchard and Lee were appointed as directors of the Company in December 1997. Ms. Young has been a director of the Company since January 1999. Finally, as discussed above, Mr. Miller has been a director of the Company since June 2002. Management of the Company has no reason to believe that any nominee will not serve if elected.

     The following persons have been nominated by management for election to the Board of Directors as Class III directors to succeed themselves for a term of three years, expiring at the 2006 Annual Meeting of Shareholders, and until their successors are elected and qualified:

     Patrick G. Blanchard, age 59, has served as President and Chief Executive Officer of the Company since October 1997. Mr. Blanchard also serves as Vice Chairman of the Board of Directors of the Bank. Prior to accepting his position with the Company, Mr. Blanchard served as President of Georgia Bank & Trust Company of Augusta since 1988. Mr. Blanchard began his banking career in 1966 and, since that time, has organized two state banks. Mr. Blanchard has also been employed in a number of senior banking positions including President of the Columbia County Division of Georgia Railroad Bank & Trust Company until its acquisition by First Union Corporation in 1988 and President of Georgia State Bank, Martinez, Georgia for 11 years until its merger with Georgia Railroad Bank & Trust Company in 1985. Mr. Blanchard is a past President of the Columbia County Chamber of Commerce and a past Chairman of the Board of the Metro Augusta Chamber of Commerce. He recently served as the Chairman of the Georgia Southern University Foundation and as President of Historic Augusta, Inc. He was named “1994 CEO of the Year” by the Augusta Business Journal and was named “1995 Sponsor of the Year” by the Credit Professionals International of Georgia. He was recognized by the International Fraternity of Delta Sigma Phi as the 1999 recipient of their National Career Achievement Award.

     David W. Joesbury, Sr., age 53, is President of Joesbury Insurance Agency, Inc., an independent insurance agency founded in 1951 by his father, Alfred, and two partners. Upon graduation from the

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University of Georgia in 1971, Mr. Joesbury joined the family business in Thomson. He has previously served as Chairman of the Administrative Board of Thomson First United Methodist Church, Chairman of the Board of Thomson-McDuffie County Chamber of Commerce and President of Thomson Rotary Club. From 1997 to 1999, Mr. Joesbury served as Chairman of the Board of Directors of the Company and the Bank.

     John W. Lee, age 64, retired in 1995 as a consultant to GIW Industries, Inc., a manufacturing firm located in Grovetown, Georgia. From 1986 to 1993, Mr. Lee served as President and Chief Operating Officer of GIW Industries, Inc. Mr. Lee currently serves as Chairman of the Board of Directors of the Bank. Mr. Lee previously served on the Boards of Directors of the Bank of Thomson and Allied Bancshares, Inc. Mr. Lee is a member of the Board of Directors of the CSRA Community Foundation.

     A. Montague Miller, age 63, is currently Of Counsel to the Augusta, Georgia law firm of Tucker, Everitt, Long, Brewton & Lanier. In May 2001, Mr. Miller retired as President and Chief Executive Officer of Club Car, Inc., a leading manufacturer of golf cars and utility vehicles in Augusta, Georgia, where he also served as Senior Vice President, President and Chief Operating Officer until his promotion to Chief Executive Officer in 1995. From 1971 to 1990, Mr. Miller was a partner in the Augusta, Georgia law firm of Dye, Miller, Tucker & Everitt, and its predecessors. Mr. Miller is a native of Augusta, Georgia and holds a B.B.A. and J.D. degrees from the University of Georgia. He is a member of Reid Memorial Presbyterian Church.

     Robert N. Wilson, Jr., age 50, has served as manager and broker of Wilson Finance Corporation d/b/a The Wilson Co. since 1982. Mr. Wilson currently owns Wilson Ventures, Inc., which engages in real estate speculation and manages residential rental properties as well as the company’s real estate and insurance businesses. Mr. Wilson served as Chairman of the Board of Directors of the Bank from 1988 until 1991.

     Bennye M. Young, age 60, taught school in DeKalb, Richmond and McDuffie Counties from 1966 until 1980. Since that time, she has been a homemaker.

     THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES NAMED ABOVE.

     Each of the following persons is a member of the Board of Directors who is not standing for election to the Board of Directors this year and whose term will continue after the Annual Meeting.

Class I Directors, serving for a term expiring at the 2004 Annual Meeting of Shareholders:

     Phillip G. Farr, age 54, founded a local certified public accounting firm in 1975 in Thomson, Georgia and has been the managing principal since that time. Prior to 1975, Mr. Farr worked in public accounting for both a regional and a national firm. Mr. Farr served as Chairman of the Board of Directors of the Bank from 1991 to 1995.

     Samuel A. Fowler, Jr., age 56, is currently a member in the Thomson, Georgia law firm of Fowler & Wills, L.L.C. Mr. Fowler has practiced law in McDuffie and Wilkes Counties since 1977.

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Fowler & Wills, L.L.C. serves as the Bank’s legal counsel. Mr. Fowler serves as the Chairman of the Board of Directors of the Company.

     Arthur J. Gay, Jr., age 56, is President and Chief Executive Officer of T and T Associates, Inc., a land developing and consulting firm that he founded in 1996. From 1970 to 1996, Mr. Gay was employed as Corporate Vice President of Bankers First Corporation and Executive Vice President of Bankers First Savings Bank, FSB in Augusta, Georgia. Mr. Gay is past Chairman and a past member of the Columbia County Planning and Zoning Commission, and a past Chairman of the Board of the Golden Harvest Food Bank. He is also a past board member of the Augusta State University Alumni Association and has been active with the United Way, the Georgia Heart Association and the Church of Christ of Augusta.

     Joseph D. Greene, age 62, is a professor of Business Administration for the College of Business at Augusta State University in Augusta, Georgia. Before joining Augusta State University, Mr. Greene was employed by Pilgrim Health and Life Insurance Company, where he retired as Executive Vice President after 32 years of employment with the company. Mr. Greene is past Chairman of the Georgia Board of Regents. He currently serves on the Board of Directors of Cerulean Companies, Inc., the holding company for Blue Cross & Blue Shield of Georgia, Inc., the CSRA Community Foundation, the National Science Center’s Fort Discovery and the University of Georgia Terry College of Business.

     Hugh L. Hamilton, Jr., age 49, has been the President and Chief Executive Officer of Environmental Management & Design since December 1999. From 1996 to December 1999, Mr. Hamilton was the General and Operations Manager of Intertape Polymer Group, an Evans, Georgia manufacturing firm. Mr. Hamilton previously served as President of Augusta Bag Co. Mr. Hamilton is an active member of the Exchange Club of Augusta. He serves on the Board of Directors of the Boys and Girls Club, the Augusta for Free School, the Tuttle-Newton Home and serves on the Board of Trustees of Trinity-on-the-Hill United Methodist Church.

     William G. Hatcher, age 77, is the Chief Executive Officer of MAU, Inc., a personnel services company he founded in Augusta, Georgia in 1973. In 1998, MAU won the 1998 Kennesaw State University “Medium-Sized Family Business of the Year Award” for being an outstanding family business with a superior performance record in the human resource and staffing field. Mr. Hatcher is a member of the Augusta Kiwanis Club and serves as a Trustee of Historic Augusta, Inc. He has also served on the Board of Directors for the Boys Club for 31 years.

Class II Directors, serving for a term expiring at the 2005 Annual Meeting of Shareholders:

     Larry DeMeyers, age 56, served as President, Chief Operating Officer and as a director of Bankers First Corporation and its successor, SouthTrust Bank, prior to his resignation from those positions in November 1997. Mr. DeMeyers was associated with Bankers First Corporation in various positions for over twenty years. Mr. DeMeyers is a past President and a member of the Augusta Kiwanis Club and Augusta Country Club. He currently serves as Treasurer of the Augusta State University Foundation and the St. Joseph Hospital Foundation. He is also a Trustee and an active member of Reid Memorial Presbyterian Church.

     J. Randal Hall, age 44, is an attorney at law with the law firm of Hunter, Maclean, Exley & Dunn, P.C., which in 1999 merged with Mr. Hall’s former firm, Hall & Mullins, P.C., which he founded in 1996. Hunter, Maclean serves as the Bank’s legal counsel. In November 2002, Mr. Hall was elected to

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the State Senate for the 22nd District of Georgia to serve for a term of two years. From 1985 to 1996, Mr. Hall served as Corporate Vice President and Legal Counsel of Bankers First Corporation in Augusta, Georgia. Mr. Hall is past President of the Augusta Lions Club, past Chairman of the Board of Augusta Southern National, Inc., serves as counsel for the Augusta-Richmond County Community Partnership for Children & Families, Inc. and is Chairman of the Augusta-Richmond County Planning Commission.

     George O. Hughes, age 79, is Chairman of the Board of George O. Hughes Furniture Co., Inc., a retail furniture and appliance business that he founded in 1947. Mr. Hughes serves on the Executive Committee of the State Department of Human Resources and as Chairman of the Board of the Department of Family & Children Services. He also serves on the McDuffie County Industrial Development Authority Board.

     George H. Inman, age 71, retired in May 1997 as Chairman of Club Car, Inc., a manufacturer of golf cars and utility vehicles in Augusta, Georgia. Mr. Inman had been employed by Club Car since 1978. Mr. Inman presently serves as Vice Chairman of the Board of Directors of the Company. Mr. Inman is a graduate of the Georgia Institute of Technology. For a number of years he served on the Board of Directors of Junior Achievement of Augusta and the Board of Directors of the Augusta Chamber of Commerce. Mr. Inman also served on the Board of Directors of Bankers First Savings Bank in Augusta for approximately nine years. He presently serves on the Board of Directors of Amerace Products, L.P., an industrial manufacturer.

     James L. Lemley, M.D., age 44, has practiced family medicine in Thomson, Georgia since 1988. Dr. Lemley is on the active medical staff at McDuffie County Hospital, serves on the courtesy staff at University Hospital in Augusta, Georgia and is an affiliate faculty member of the Medical College of Georgia’s Schools of Nursing, Medicine and Allied Health.

     Julian W. Osbon, age 63, is Chairman and Chief Executive Officer of Osbon & Associates, a holding company that owns and operates Soma Blue Medical Systems, Hancock Mill Development Company, Professional Property Management Co. and The Marbury Center. In addition, Mr. Osbon serves as Chairman and Chief Executive Officer of Accelerated Pharmaceuticals, a biotech startup company with proprietary technology for drug discovery based on computer modeling. Mr. Osbon is former Chairman of the CSRA Community Foundation, the University Health Care Foundation Board, Historic Augusta, the Augusta History Museum and Augusta Tomorrow. He currently serves as a member of the Wofford College Board of Trustees and the Medical College of Georgia Research Institute Board. He is a former recipient of the State of Georgia SBA Business Person of the Year award and was selected as the recipient of the Spirit of Georgia award for economic contributions to the state. He was appointed by the Governor of Georgia in 1999 to chair a Georgia Senate Joint Study Group to make recommendations about the future of the Medical College of Georgia and the Augusta area hospitals. The Georgia Cancer Initiative resulted from that effort, as did the separation of the MCG Hospitals into a stand-alone profit center. He also served in 2000 as a member of the MCG Presidential Search Committee. Mr. Osbon was also awarded by the President of the United States the Presidential “E” award for innovative contributions to U.S. Exports, and has been featured in business articles in The Wall Street Journal.

     In addition to the executive officers and directors listed above, the following persons are executive officers of the Company:

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     Remer Y. Brinson, III, age 42, has served as the President of the Bank since October 1999 and as Chief Executive Officer of the Bank since July 2001. Prior to joining the Bank, Mr. Brinson served as a Senior Vice President of Regions Bank and Allied Bank of Georgia from 1994 to 1999. During 1994, Mr. Brinson served as the President and Chief Executive Officer of Citizens Bank & Trust Company until it was acquired by Allied in late 1994. Mr. Brinson began his banking career with Georgia Railroad Bank & Trust Company in 1982, and served in various capacities with Georgia Railroad and its acquiror, First Union until 1994. Mr. Brinson is a native of Augusta, Georgia and a graduate of the University of Georgia and the Georgia School of Banking. Active in the community, Mr. Brinson serves on the Board of Directors of Sacred Heart Cultural Center, CSRA Development Companies, Red Cross of Augusta and Interfaith Hospitality Network of Augusta and serves as Chairman of the Richmond County Historical Society Foundation. Mr. Brinson also serves on the Bank’s Board of Directors.

     James M. Thomas, age 55, has served as the Senior Vice President and Chief Financial Officer of both the Company and the Bank since January 2002. From 1988 to 2001, Mr. Thomas was the President of J. M. Thomas & Associates, Inc., an accounting and financial service consulting firm for community banks. From 1983 to 1988, Mr. Thomas served as an audit manager for SunTrust Banks, Inc. Mr. Thomas is a C.P.A. and a C.I.A. and holds a B.S. in Mathematics and a Masters Degree in Professional Accountancy from Georgia State University.

     There are no family relationships between any director or executive officer and any other director or executive officer of the Company.

Meetings of the Board of Directors and Committees of the Board

     The Board of Directors of the Company held 10 meetings during the year ended December 31, 2002. Each director attended at least 75% of the aggregate number of meetings held by the Company’s Board of Directors and the committees on which he or she served. The Board of Directors of the Company has a standing audit committee, executive committee and stock option committee. The Board does not have a compensation committee or a directors nominating committee, as the responsibilities which would normally be served by such committees are served by the Company’s entire Board of Directors.

     The Audit Committee, which met seven times during 2002, is authorized to nominate the Company’s independent auditors and to review and make recommendations to the Board of Directors of the Company with respect to their audit procedures and auditors’ reports. The Audit Committee’s members are Phillip G. Farr, Arthur J. Gay, Jr., Hugh L. Hamilton, Jr., George O. Hughes, George H. Inman, James L. Lemley, M.D. and A. Montague Miller. All seven members of the Audit Committee are “independent” as defined in the National Association of Securities Dealer’s listing standards. The Board of Directors has not adopted an audit committee charter. The report of the Audit Committee appears below.

     The Executive Committee, which met six times during 2002, has the power and authority to manage the affairs of the Company between meetings of the Board of Directors. The Executive Committee also reviews significant corporate matters, planning and strategies and recommends action as appropriate to the Board of Directors. The Executive Committee’s members are Patrick G. Blanchard, Samuel A. Fowler, Jr., Joseph D. Greene, J. Randal Hall, David W. Joesbury, Sr., and John W. Lee.

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     The Stock Option Committee, which met three times during 2002, has been assigned the functions of administering the Company’s stock option plan and granting options thereunder. The Stock Option Committee’s members are Larry DeMeyers, Phillip G. Farr, William G. Hatcher, George H. Inman, David W. Joesbury, Sr., John W. Lee, James L. Lemley, M.D. and A. Montague Miller.

Audit Committee Report

     The Audit Committee has reviewed and discussed with management and the independent auditors the audited financial statements of the Company for the year ended December 31, 2002. The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees). In addition, the Audit Committee has received from the independent auditors the written disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and discussed with the independent auditors their independence from the Company and its management. The Audit Committee has also considered whether the independent auditors’ provision of non-audit services to the Company is compatible with the auditors’ independence.

     In reliance on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements for fiscal 2002 be included in the Company’s Annual Report on Form 10-KSB for filing with the Securities and Exchange Commission.

Respectfully submitted,
The Audit Committee
Phillip G. Farr	George H. Inman
Arthur J. Gay, Jr.	James L. Lemley, M.D.
Hugh L. Hamilton, Jr.	A. Montague Miller
George O. Hughes

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires the Company’s directors, certain officers and persons who own more than 10% of the outstanding common stock of the Company to file with the Securities and Exchange Commission reports of changes in ownership of the common stock of the Company held by such persons. Officers, directors and greater than 10% stockholders are also required to furnish the Company with copies of all forms they file under this regulation. To the Company’s knowledge, based solely on a review of copies of such reports, and any amendments thereto, furnished to the Company and representations that no other reports were required, during the fiscal year ended December 31, 2002, all Section 16(a) filing requirements applicable to its officers, directors and 10% holders were satisfied, except for the following reports which were not timely filed: Patrick G. Blanchard (Form 4 regarding a July 2002 stock purchase, Form 4 regarding a January 2002 option grant and a Form 4 regarding a December 2002 option grant); Remer Y. Brinson, III (Form 4 regarding a January 2002 option grant and a Form 4 regarding a December 2002 option grant); and James M. Thomas (Form 4 regarding a December 2002 option grant).

     Although it is not the Company’s obligation to make filings pursuant to Section 16 of the Exchange Act, the Company has adopted a policy requiring all Section 16 reporting persons to obtain pre-

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clearance from either the Chief Executive Officer or the Chief Financial Officer of the Company prior to engaging in any transactions in the Company’s common stock.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information as of April 7, 2003 with respect to ownership of the outstanding common stock of the Company by (i) all persons known by the Company to own beneficially more than 5% of the outstanding shares of the common stock of the Company, (ii) each director of the Company, (iii) each Named Executive Officer (as defined herein); and (iv) all executive officers and directors of the Company as a group. The share information in the table below gives effect to the 6-for-5 stock split which occurred on December 1, 2001 and a 15% stock dividend that was paid on December 16, 2002.

			Percentage of
	Amount and Nature of		Outstanding
Name of Beneficial Owner	Beneficial Ownership(1)		Shares
Patrick G. Blanchard(2)		25,272		1.91	%
Remer Y. Brinson, III(3)		15,604		1.18	%
Larry DeMeyers		7,153		*
Phillip G. Farr(4)		16,467		1.26	%
Samuel A. Fowler, Jr.(5)		15,869		1.20	%
Arthur J. Gay, Jr.		7,060		*
Joseph D. Greene		20,239		1.55	%
J. Randal Hall		5,773		*
Hugh L. Hamilton, Jr.		20,697		1.58	%
William G. Hatcher		19,055		1.46	%
George O. Hughes(6)		56,989		4.35	%
George H. Inman		19,684		1.50	%
David W. Joesbury, Sr.(7)		19,016		1.45	%
John W. Lee(8)		59,583		4.55	%
James L. Lemley, M.D.(9)		24,296		1.86	%
A. Montague Miller		14,642		1.12	%
Julian W. Osbon		57,088		4.36	%
James M. Thomas(10)		1,420		*
Robert N. Wilson, Jr.(11)		19,041		1.45	%
Bennye M. Young(12)		21,473		1.64	%
All directors and executive officers as a group (20 persons)(13)		446,421		33.23	%

*

Represents less than 1%

(1)

“Beneficial Ownership” includes shares for which an individual or entity, directly or indirectly, has or shares voting or investment power or both. All of the above listed persons and entities have sole voting and investment power over the shares listed opposite their names unless otherwise indicated in the notes below. Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934. The ownership percentages are based upon 1,308,975 shares, except for certain parties who hold presently exercisable stock options to purchase shares. The ownership percentage for each party holding presently exercisable stock options is based upon the sum of 1,308,975 shares plus the number of shares held by such party subject to presently exercisable stock options, as indicated in the following notes.

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(2)	Includes 17,549 shares subject to presently exercisable stock options.
(3)	Includes 15,504 shares subject to presently exercisable stock options and 100 shares held by Mr. Brinson’s wife as custodian for their minor children.
(4)	Includes 276 shares owned by Mr. Farr’s wife as to which Mr. Farr disclaims beneficial ownership.
(5)	Includes 138 shares owned by Mr. Fowler’s wife as to which Mr. Fowler disclaims beneficial ownership. Also includes 690 shares held by Samuel A. Fowler, Jr., Attorney At Law, P.C., a professional corporation established and managed by Mr. Fowler.
(6)	Includes 6,780 shares owned by Mr. Hughes’ wife as to which Mr. Hughes shares voting and investment power. Also includes 8,205 shares held by G.O. Hughes Furniture Co., Inc., to which Mr. Hughes has sole voting and investment power.
(7)	Includes 2,898 shares owned by Mr. Joesbury’s wife, with whom Mr. Joesbury shares voting and investment power. Also includes 138 shares held by Joesbury as custodian for his children, for whom he exercises voting and investment power with respect to such shares.
(8)	Includes 5,106 shares held by IJL Wachovia as IRA custodian for Mr. Lee.
(9)	Includes 23,115 shares owned by the Patricia M. Lemley Trust (the “Trust”) of which Dr. Lemley is the trustee and 276 shares held by Mr. Lemley as custodian for his child.
(10)	Represents shares subject to presently exercisable stock options.
(11)	Includes 3,822 shares held by A.G. Edwards & Sons, Inc., as IRA custodian for Mr. Wilson. Mr. Wilson has sole voting and investment power with respect to such shares. Also includes 1,207 shares held by Mr. Wilson as custodian for his children, for whom he exercises voting and investment power with respect to such shares.
(12)	Includes 2,346 shares held by Ms. Young as custodian for her children.
(13)	Includes 34,473 shares subject to presently exercisable options.

EXECUTIVE COMPENSATION

     The following table sets forth certain summary information regarding all cash and noncash compensation paid during the last three fiscal years to Patrick G. Blanchard, the Chief Executive Officer of the Company, and the other executive officers of the Company who earned more than $100,000 during fiscal 2002 (together with the Chief Executive Officer, the “Named Executive Officers”). No other executive officer of the Company received annual salary and bonus in excess of $100,000 during 2002.

Summary Compensation Table

				Annual				Long Term
				Compensation				Compensation
								Securities
Name and								Underlying			Other
Principal Position		Year		Salary		Bonus		Options			Compensation
Patrick G. Blanchard			2002	$	130,000	$	94,953		3,000		$	4,244	(2)
	President and Chief		2001		125,000		40,000		6,900	(1)		2,672	(3)
	Executive Officer		2000		120,000		23,658		5,520			2,671	(4)
Remer Y. Brinson, III			2002	$	130,000	$	94,953		3,000		$	1,144	(5)
	President of First Bank		2001		125,000		40,000		6,900	(1)		1,278	(5)
	of Georgia		2000		120,000		23,658		5,520			1,302	(5)

(1)	Earned in 2001 but granted in 2002.
(2)	Represents $2,875 in income recognized from payment of insurance premiums on behalf of Mr. Blanchard and an automobile allowance of $1,369.
(3)	Represents $1,303 in income recognized from payment of insurance premiums on behalf of Mr. Blanchard and an automobile allowance of $1,369.
(4)	Represents $1,303 in income recognized from payment of insurance premiums on behalf of Mr. Blanchard and an automobile allowance of $1,368.
(5)	Primarily represents automobile allowance.

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Employment Agreement

     The Company has entered into an employment agreement with Patrick G. Blanchard, pursuant to which Mr. Blanchard serves as President and Chief Executive Officer of the Company and Vice Chairman of the Bank. The term of the employment agreement is renewed for a three-year period on the last day of February of each year, upon a determination by the Board of Directors of the Company and the Bank that the employment agreement should be extended.

     Mr. Blanchard’s employment agreement provides for an annual base salary of $120,000 per year, which salary may be increased at the discretion of the Board of Directors, and an annual incentive bonus of $12,000 if the Bank meets specific performance goals. Stock options are also provided under the employment agreement. On April 1, 1999, Mr. Blanchard was granted an option to purchase 10,225 shares of common stock at an exercise price of $9.78 share (as adjusted for stock splits and stock dividends). The option is subject to a vesting schedule based principally on certain performance criteria of the Bank. The vesting schedule is as follows: approximately 25% vested on April 1, 1999, approximately 25% vested at the end of the calendar year when the Bank’s average assets exceeded $100 million (which was 2000), approximately 25% vested at the end of the calendar year when the Bank’s average assets exceeded $150 million (which was 2001), and approximately 25% vested at the end of the calendar year when the Bank’s average assets exceeded $200 million (which was 2002). As the Bank’s average assets exceeded $200 million at the end of 2002, all options under this agreement are presently exercisable. The stock option expires on the tenth anniversary of the date of grant. Mr. Blanchard is also provided with an automobile as well as other customary fringe benefits, such as insurance coverage and vacation.

     Under the employment agreement, in the event Mr. Blanchard’s employment is terminated in connection with or within three years after any “change of control” (as defined in the employment agreement) of the Company, other than for “cause” (as is also defined in the employment agreement), Mr. Blanchard is entitled to receive either a lump sum cash amount or monthly cash payments equal to two times the annual compensation received by him for the preceding year prior to the change in control plus an amount representing the “in the money” portion of any unexercised stock options (defined as the excess, if any, of the fair market value of the common stock underlying Mr. Blanchard’s stock options (if any) minus the option price) whether or not then exercisable, granted to Mr. Blanchard. Further, if Mr. Blanchard resigns within three years following a change in control of the Company (i) due to the reduction in the rate of his regular compensation to an amount below the rate of his regular compensation as in effect immediately prior to the change in control, or (ii) because he is required to relocate to a county other than Richmond (Augusta), Columbia or McDuffie County, Georgia, in which he was employed immediately prior to the change in control, or (iii) due to a reduction in his duties, title and/or responsibilities relative to those prior to the change in control, Mr. Blanchard will be entitled to receive either a lump sum cash amount or monthly cash payments equal to two times the annual compensation received by him for the preceding year prior to the change in control plus an amount representing the in the money portion of any unexercised stock options whether or not then exercisable, granted to Mr. Blanchard. If Mr. Blanchard resigns for any other reason within three years following a change in control of the Company, Mr. Blanchard will be entitled to receive a lump sum cash amount equal to the annual compensation received by him for the preceding year prior to the change in control, plus the in the money portion of any unexercised stock options whether or not then exercisable. The preceding change in control provisions remain in effect for three years and automatically renew for a three-year period on each anniversary of the date of the agreement, unless Mr. Blanchard is otherwise notified to the contrary 30

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days prior to such anniversary by the Company, in which case the provisions terminate two years from such anniversary.

     The employment agreement further provides that Mr. Blanchard’s employment is terminable for cause. If Mr. Blanchard’s employment is terminated without cause, as liquidated damages and in lieu of all claims, Mr. Blanchard is entitled to a continuation of his base salary and insurance benefits for a period of one year, or until Mr. Blanchard is employed in a full-time position, whichever occurs first. Mr. Blanchard’s employment agreement also contains non-compete and non-solicitation provisions, effective through the date of termination of employment and for a period of one year thereafter.

Severance Agreements

     Each of Messrs. Brinson and Thomas has entered into a severance agreement with the Company containing terms substantially similar to the change of control provisions contained in Mr. Blanchard’s employment agreement. However, neither of these individuals has entered into an employment agreement with the Company or the Bank.

Stock Option Plan

     Prior to the consummation of the reorganization of the Bank into a holding company structure, on February 12, 1997, the Board of Directors of the Bank adopted the 1997 Stock Option Plan (the “Plan”) for eligible directors, officers, and key employees of the Bank. On April 28, 1997, the shareholders of the Bank, at the Bank’s Annual Meeting of Shareholders, duly approved and authorized the Plan. Pursuant to the plan of reorganization, the Company adopted the Plan and the shares of Bank common stock reserved for issuance under the Plan became shares of Company common stock. The Plan provides for the grant of both incentive and nonqualified stock options. The purpose of the Plan is to encourage and enable participating directors, officers and key employees to remain in the employ of, and to give a greater effort on behalf of, the Company and the Bank. The maximum number of shares which shall be reserved and made available for sale under the Plan is currently 138,000. Any shares subject to an option which for any reason expires or is terminated may again be subject to an option under the Plan. Under the Plan, options may be granted only to directors, officers, key employees and consultants or advisors of the Company and the Bank who are in a position to contribute significantly to the effective management and operation of the Company and the Bank. Only officers and employees of the Company and the Bank, however, are eligible to receive incentive stock options under the Plan. The Plan is administered by the Board of Directors of the Company or by a committee comprised of no fewer than two members appointed by the Board of Directors from among its members (the “Committee”). Members of the Committee are required to be “Non-Employee Directors” as such term is defined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Subject to the provisions of the Plan, the Board of Directors or the Committee has the authority to determine the individuals to whom options shall be granted and to determine exercise prices, vesting requirements, the term of and the number of shares covered by each option.

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     The following table provides certain information concerning individual grants of stock options made during the fiscal year ended December 31, 2002 to the Named Executive Officers.

	Individual Grants
			% of Total Options
	Number of		Granted to
	Options		Employees in Fiscal			Exercise Price		Expiration
Name	Granted		Year			($ Per Share)		Date
Patrick G. Blanchard		6,900		18.8	%	$	8.78		01/16/2012
		3,000		8.2	%	$	17.05		12/18/2012
Remer Y. Brinson, III		6,900		18.8	%	$	8.78		01/16/2012
		3,000		8.2	%	$	17.05		12/18/2012

     The following table provides certain information concerning the value of stock options held by the Named Execuitive Officers as of December 31, 2002:

	Fiscal Year End Option Values
	Number of Securities		Value of Unexercised
	Underlying		In-the-Money
	Unexercised Options		Options
	as of 12/31/02		as of 12/31/02
	Exercisable/		Exercisable/
	Unexercisable		Unexercisable(1)
Patrick G. Blanchard		17,549/8,911	$	148,735/$63,688
Remer Y. Brinson, III		15,504/10,956	$	136,983/$81,890

(1) Dollar values were calculated by determining the difference between the closing price of $18.05 per share of Common Stock, as reported by the Over-the-Counter Bulletin Board on December 31, 2002 and the exercise price of the options.

Compensation of Directors

     During fiscal 2002, each director of the Bank received $200 for each regular Board meeting attended, $100 for each special Board meeting attended, $100 for each loan committee or executive committee meeting attended and $ 50 for all other committee meetings attended. These fees are payable either in cash or an equivalent amount of the Company’s common stock. In fiscal 2002, each outside director of the Bank also received an annual retainer of 100 shares of the Company’s Common Stock. Directors of the Company currently do not receive any compensation for services provided to the Company.

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     In June 2001, the Board of Directors adopted the Director Stock Purchase Plan (the “Plan”). The Plan provides that outside directors of the Company and the Bank may elect to purchase shares of the Company’s common stock in lieu of receiving cash for director fees earned in each calendar quarter. The purchase price for shares acquired under the Plan is $2.00 less than the closing market price of the Company’s common stock as reported on the Over-the-Counter Bulletin Board on the last day of each calendar quarter. An outside director may join the Plan at any time during the last seven days of each calendar quarter.

CERTAIN TRANSACTIONS

     The Bank extends loans from time to time to certain of the Company’s and the Bank’s directors, their associates and members of the immediate families of the directors and executive officers of the Company. These loans are made in the ordinary course of business on substantially the same terms, including interest rates, collateral and repayment terms, as those prevailing at the time for comparable transactions with persons not affiliated with the Company or the Bank, and do not involve more than the normal risk of collectibility or present other unfavorable features.

EQUITY COMPENSATION PLANS

     In January 2002, the Securities and Exchange Commission adopted new rules for the disclosure of equity compensation plans. The purpose of the new rules is to summarize the potential dilution that could occur from past and future equity grants under all equity compensation plans. The following provides tabular disclosure of the number of securities to be issued upon the exercise of outstanding options, the weighted average exercise price of outstanding options, and the number of securities remaining available for future issuance under equity compensation plans. The Company currently has two equity compensation plans: (i) the 1997 Stock Option Plan, which was approved by shareholders; and (ii) the Director Stock Option Purchase Plan, which has not been approved by shareholders. For a description of the Director Stock Purchase Plan, please see “Compensation of Directors.”

			Number of securities				Number of securities remaining
			to be issued		Weighted-average		available for future
			upon exercise		exercise price of		issuance under equity
Plan Category			of outstanding options		outstanding options		compensation plans
Equity compensation plans approved by security holders				109,412	$	10.79		28,588
	Equity compensation plans not approved by security holders			—		—		61,435
		Total		109,412	$	10.79		90,023

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INDEPENDENT PUBLIC ACCOUNTANTS

     Representatives of Cherry, Bekaert & Holland, L.L.P., the Company’s independent public accountants, are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so and to respond to appropriate questions.

     Audit Fees. The aggregate fees billed by Cherry, Bekaert & Holland, L.L.P. for professional services rendered for the audit of the Company’s annual financial statements for the year ending December 31, 2002 and the review of the financial statements included in the Company’s Forms 10-QSB for that year were $38,587.

     Financial Information Systems Design and Implementation Fees. During 2002, Cherry, Bekaert & Holland, L.L.P. did not perform any services with regard to financial information systems design and implementation.

     All Other Fees. The aggregate fees for non-audit services provided by Cherry, Bekaert & Holland, L.L.P. were $27,674.

ANNUAL REPORT TO SHAREHOLDERS AND REPORT ON FORM 10-KSB

     Additional information concerning the Company, including financial statements of the Company, is provided in the Company’s 2002 Annual Report to Shareholders that accompanies this proxy statement. The Company’s Annual Report on Form 10-KSB for the year ended December 31, 2002, as filed with the Securities and Exchange Commission, is available to shareholders who make a written request therefor to the Company’s Chief Financial Officer, James M. Thomas, at the offices of the Company, 2805 Wrightsboro Road, Augusta, Georgia 30909. Copies of exhibits filed with that report or referenced therein will be furnished to shareholders of record upon request and payment of the Company’s expenses in furnishing such documents.

SHAREHOLDER PROPOSALS

     The deadline for submission of shareholder proposals pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 for inclusion in the Company’s proxy statement for the 2004 Annual Meeting of Shareholders is December 13, 2003. Additionally, the Company must receive notice of any shareholder proposal to be submitted at the 2004 Annual Meeting of Shareholders (but not required to be included in the Company’s proxy statement) by February 26, 2004, or such proposal will be considered untimely pursuant to Rule 14a-4 and 14a-5(e) under the Exchange Act and the persons named in the proxies solicited by management may exercise discretionary voting authority with respect to such proposal.

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OTHER MATTERS

     The Board of Directors knows of no other matters to be brought before the Annual Meeting. However, if other matters should come before the Annual Meeting it is the intention of the persons named in the enclosed form of Proxy to vote the Proxy in accordance with their judgment of what is in the best interest of the Company.

	By Order of The Board of Directors,
	/s/ Patrick G. Blanchard
	Patrick G. Blanchard President and Chief Executive Officer
Augusta, Georgia April 21, 2003

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GEORGIA-CAROLINA BANCSHARES, INC.
REVOCABLE PROXY

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GEORGIA-CAROLINA BANCSHARES, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS.

The undersigned hereby appoints Phillip G. Farr, Samuel A. Fowler, Jr., George H. Inman and John W. Lee, and each of them, with full power of substitution to each, the proxies of the undersigned to vote all shares of common stock of Georgia-Carolina Bancshares, Inc., $.001 par value per share (the “Common Stock”) which the undersigned would be entitled to vote if personally present at the 2003 Annual Meeting of Shareholders (the “Annual Meeting”) of Georgia-Carolina Bancshares, Inc. (the “Company”) to be held on Wednesday, May 21, 2003 at 2:00 p.m. at the Sheraton Augusta Hotel, 2651 Perimeter Parkway, Augusta, Georgia 30909, or at any adjournments or postponements thereof upon the following:

1.	To elect the following six Class III directors for a term of three years, expiring at the 2006 Annual Meeting of the Shareholders, and until their successors are elected and qualified:
	Patrick G. Blanchard, David W. Joesbury, Sr., John W. Lee, A. Montague Miller, Robert N. Wilson, Jr. and Bennye M. Young

o FOR o WITHHOLD o FOR ALL EXCEPT

Instructions: To withhold authority to vote for any individual nominee, mark “FOR ALL EXCEPT” and mark through that nominee’s name.

2. To transact such other business as may lawfully come before the Annual Meeting or any adjournments or postponements thereof.

THE BOARD OF DIRECTORS FAVORS A VOTE “FOR” THE ABOVE NOMINEES AND UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACES PROVIDED, THIS PROXY WILL BE SO VOTED.

IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED HEREIN AS DETERMINED BY A MAJORITY OF THE BOARD OF DIRECTORS OF THE COMPANY.

Please date and sign this Proxy exactly as name(s) appears on the mailing label.

Stockholder sign above

Co-holder (if any) sign above

Print Name(s):

NOTE: When signing as an attorney, trustee, executor, administrator or guardian, please give your title as such. If a corporation or partnership, give full name by authorized officer. In the case of joint tenants, each joint owner must sign.

Dated:

I plan to attend the Annual Meeting.                    Yes   o            No   o