UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM SB-2

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

INTEGRITY BANCSHARES, INC.

6022
(Primary Standard Industrial Classification Code Number)

Michael P. Marshall, Jr., Esq.
Miller & Martin LLP
1170 Peachtree Street, N.E., Suite 800
Atlanta, Georgia 30309-7649
(404) 962-6100
(Name, Address, and Telephone Number of Agent for Service)

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration statement becomes effective.

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x Registration Statement File No. 333-112026

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ___.

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ___.

     If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o ___.

CALCULATION OF REGISTRATION FEE (1)

     (1) The registrant previously registered an aggregate of $20,250,000 worth of common stock on a registration statement on Form SB-2 (File No. 333-112026) for which a filing fee of $1,638.23 was previously paid upon the filing of such registration statement. This registration statement is being filed pursuant to Rule 462(b) to register additional securities of the same class as those registered in the previous registration statement. The information set forth in the table relates to the additional securities that are being registered by this registration statement.

     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     This registration statement is being filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the public offering of common stock of the registrant contemplated by the registration statement on Form SB-2, File No. 333-112026, (the “Prior Registration Statement”), and is being filed for the sole purpose of registering additional securities of the same class and were included in the Prior Registration Statement. The contents of the Prior Registration Statement are incorporated herein by reference.

Signatures

     In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this Registration Statement to be signed on its behalf by the undersigned, in the City of Alpharetta, State of Georgia on August 18, 2004

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Power of attorney

     KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steven M. Skow and Jeff L. Sanders, and each of them acting individually, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to any and all amendments to said Registration Statement.

Index of Exhibits

All other exhibits in the Prior Registration Statement are incorporated by reference herein.