Change in Bank Control Notices; Acquisition of Shares of Bank or Bank Holding Companies

The notificants listed below have applied under the Change in Bank Control Act (12 U.S.C. 1817(j)) and § 225.41 of the Board’s Regulation Y (12 CFR 225.41) to acquire a bank or bank holding company. The factors that are considered in acting on the notices are set forth in paragraph 7 of the Act (12 U.S.C. 1817(j)(7)).

The notices are available for immediate inspection at the Federal Reserve Bank indicated. The notices also will be available for inspection at the office of the Board of Governors. Interested persons may express their views in writing to the Reserve Bank indicated for that notice or to the offices of the Board of Governors. Comments must be received not later than December 20, 2004.

A. Federal Reserve Bank of Atlanta (Sue Costello, Vice President) 1000 Peachtree Street, N.E., Atlanta, Georgia 30303:

1. Rogers Investments, LP, Russellville, Alabama, with Dianne Rogers Barnes, Marietta, Georgia, and Robert Isaac Rogers, Jr., Russellville, Alabama, as general partners; Rogers Family Holdings, LLC, Russellville, Alabama, with Dianne Rogers Barnes and Robert Isaac Rogers, Jr., as managers, and whose members include the two managers and Anne C. Rogers, Russellville, Alabama, the R.I. Rogers, Sr. Marital Trust GST Non—Exempt, the Robert I. Rogers, Sr. GST Exempt Family Trust, and the Robert I. Rogers, Sr. Marital Trust GST Exempt, with Robert Isaac Rogers, Jr., and Dianne Rogers Barnes serving as trustees of the trusts; and Robert Isaac Rogers, Jr., and Dianne Rogers Barnes; to collectively retain voting shares of Valley Bancshares, Inc., and thereby indirectly retain voting shares of Valley State Bank, both of Russellville, Alabama.