Habersham Bancorp (HABC) 10-K/A 2006 FY Annual report (amended)

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K(Amendment No.1)

S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006.

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to ___________________

Commission file number 0-13153

HABERSHAM BANCORP

(Exact name of registrant as specified in its charter)

Georgia	58-1563165
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

282 Historic Highway 441 North, P. O. Box 1980, Cornelia, Georgia	30531
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:   (706) 778-1000

Securities registered pursuant to Section 12(b) of the Exchange Act:   None

Securities registered pursuant to Section 12(g) of the Exchange Act:   Common Stock, $1.00 par value

Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

Yes £  No S

Indicate by check mark if the registrant is not required to file reports under Section 13 or Section 15(d) of the Act.

Yes £  No S

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes S  No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

£

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Exchange Act Rule 12b-2): Large accelerated filer £    Accelerated filer  £    Non-accelerated filer S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes £    No S

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity; as of the last business day of the registrant’s most recently completed second fiscal quarter.

1,718,696 Shares of Common Stock, $1.00 par value--$41,764,313 as of June 30, 2006 (based upon market value of $24.30 /share as of that date).

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of March 15, 2007.

Common Stock, $1.00 par value--2,968,593 shares

DOCUMENTS INCORPORATED BY REFERENCE

(1)  Portions of the Company's Annual Report to Shareholders for the year ended December 31, 2006 (the "Annual Report") are incorporated by reference into Part II.

(2)  Portions of the Company's Proxy Statement relating to the 2007 Annual Meeting of Shareholders (the "Proxy Statement")

incorporated by reference into Part III.

This amendment is being filed to reflect revisions to Exhibit 13.0, our audited financial statements for the year ended December 31, 2006.  The revisions appear in Note 2, Summary of Significant Accounting Policies under Derivative Instruments and Hedging Activities and Note 12, Derivative Instruments and Hedging Activities. We have also revised Exhibit 13.0 to reflect the auditors’ signature to their report, which was inadvertently omitted from the initial filing.

PART IV

Item 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) See Item 8 for a list of the financial statements filed as a part of this report. No financial statement schedules are applicable as the required information is included in the financial statements in Item 8.

(b) See the attached Exhibit Index, appearing behind the signature page to this report, for the exhibits required by Item 601 of Regulation S-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

HABERSHAM BANCORP (Registrant)

/s/ Annette Banks

Vice President and

Chief Financial Officer   March 6, 2008

EXHIBIT INDEX

Exhibit No.	Document
3.1	Amended and restated Articles of Incorporation of HabershamBancorp, as amended by amendment dated April 16, 1988 (1) and further amended by amendment dated April 15, 2000 (2)
3.2	By-laws of Habersham Bancorp, as amended by resolutions dated January 29, 2000 (3)
10.1*	Habersham Bancorp 401 K Summary Plan Description (filed with initial filing of this report)
10.2*	Form of Director Supplemental Retirement Plan Agreement and Split Dollar Endorsement, with summary of terms specific to each director (3)
10.3*	Habersham Bancorp Outside Directors Stock Option Plan (4)
10.3(a)*	Form of option agreement under Habersham Bancorp Outside Directors Stock Option Plan (5)
10.4*	Habersham Bancorp 1996 Incentive Stock Option Plan, (6) as amended by the First Amendment thereto dated January 29, 2000
10.4(a)*	Form of incentive stock option agreement under Habersham Bancorp 1996 Incentive Stock Option Plan (3)
10.4(b)*	Form of non-qualified stock option agreement under Habersham
	Bancorp 1996 Incentive Stock Option Plan (3)
10.5*	Form of Split Dollar Agreement and Collateral Assignment dated January 1, 1991, with summary of terms applicable to Mr. Ariail and Mr. Stovall (3)
10.6*	Habersham Bancorp 2005 Stock Option Plan (8)
10.6(a)*	Form of non-qualified stock option award pursuant to the 2005 Stock Option Plan (9)
10.6(b)*	Form of Incentive Stock Option award pursuant to the 2005 Stock Option Plan (10)
13.0	Financial statements and notes thereto contained in the Habersham Bancorp 2006 Annual Report and quarterly financial   data (unaudited)
14.0	Code of Ethics (11)
21.0	Subsidiaries of Habersham Bancorp  (11)

23.1	Consent of Porter Keadle Moore, LLP
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(1)	Incorporated herein by reference to Exhibit 3(a) in Amendment No. 1 to Registrant's Registration Statement on Form S-4 (Regis. No. 33-57915)
(2)	Incorporated herein by reference to Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (File No. 0-13153)
(3)	Incorporated here in by reference to Exhibit of the same number in the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (File No. 0-13153)
(4)	Incorporated herein by reference to Appendix B to the Registrant’s 2005 Proxy Statement for its Annual Meeting of Shareholders (File No. 0-13153)
(5)	Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report of Form 10-Q for the quarter ended June 30, 2005 (File No. 0-13153)
(6)	Incorporated herein by reference to Appendix A to the Registrant’s 1996 Proxy Statement for its Annual Meeting of the Shareholders (File No. 0-13153)
(7)	Incorporated herein by reference to Appendix A to the Registrant’s 2000 Proxy Statement for its Annual Meeting of Shareholders filed on Schedule 14A (File No. 0-13153)
(8)	Incorporated herein by reference to Appendix A to the Registrant’s 2005 Proxy Statement for its Annual Meeting of Shareholders (File No. 0-13153)
(9)	Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 0-13153)
(10)	Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 0-13153)

(11) Incorporated herein by reference to exhibit of same number in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 0-13153)

* Indicates the Registrant’s plans, management contracts and compensatory arrangements.