UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

(mark one)

Commission file number 0-15956

Bank of Granite Corporation

(828) 496-2000

     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 þ No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes þ No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

Common stock, $1 par value
13,200,282 shares outstanding as of April 30, 2005

Exhibit Index begins on page 36

1

Index

2

Item 1. Financial Statements

Bank of Granite Corporation

See notes to consolidated condensed financial statements.

3

Bank of Granite Corporation

See notes to consolidated condensed financial statements.

4

Bank of Granite Corporation

See notes to consolidated condensed financial statements.

5

Bank of Granite Corporation

See notes to consolidated condensed financial statements.

6

Bank of Granite Corporation

See notes to consolidated condensed financial statements.

(continued on next page)

7

Bank of Granite Corporation
Consolidated Condensed Statements of Cash Flows
   (unaudited) - (concluded)

See notes to consolidated condensed financial statements.

8

Bank of Granite Corporation

1. UNAUDITED FINANCIAL STATEMENTS

The consolidated condensed balance sheet as of March 31, 2005 and the consolidated condensed statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the three month periods ended March 31, 2005 and 2004 are unaudited and reflect all adjustments of a normal recurring nature which are, in the opinion of management, necessary for a fair presentation of the interim period financial statements.

The unaudited interim consolidated condensed financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These interim consolidated condensed financial statements should be read in conjunction with the Company’s December 31, 2004 audited consolidated financial statements and notes thereto included in the Company’s 2004 Annual Report on Form 10-K.

The consolidated financial statements include the Company’s two wholly-owned subsidiaries, Bank of Granite (the “Bank”), a full service commercial bank, and Granite Mortgage, Inc. (“Granite Mortgage”), a mortgage banking company.

The accounting policies followed are set forth in Note 1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 on file with the Securities and Exchange Commission. There were no changes in significant accounting policies during the three months ended March 31, 2005.

2. EARNINGS PER SHARE

Earnings per share have been computed using the weighted average number of shares of common stock and potentially dilutive common stock equivalents outstanding as follows:

For the three months ended March 31, 2005 and 2004, 48,922 shares and 45,766 shares, respectively, attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because the exercise price of the stock options were greater than or equal to the average price of the common shares, and therefore their inclusion would have been anti-dilutive.

9

Bank of Granite Corporation
Notes to Consolidated Condensed Financial Statements (continued)
March 31, 2005
   (unaudited)

3. COMMITMENTS AND CONTINGENCIES

In the normal course of business there are various commitments and contingent liabilities such as commitments to extend credit, which are not reflected on the financial statements. Management does not anticipate any significant losses will result from these transactions. The unfunded portion of loan commitments and standby letters of credit as of March 31, 2005 and December 31, 2004 were as follows:

The Company’s risk management policy provides for the use of certain derivatives and financial instruments in managing certain risks. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes.

Managed risk includes the risk associated with changes in interest rates associated with mortgage loans held for sale. Granite Mortgage uses two types of financial instruments to manage risk. These financial instruments, commonly referred to as derivatives, consists of contracts to forward sell mortgage-backed securities and options to forward sell securities. A derivative is a financial instrument that derives its cash flows, and therefore its value, by reference to an underlying instrument. Granite Mortgage uses derivatives primarily to hedge against changes in the market values of the mortgage loans it generates and sells.

As required by SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” Granite Mortgage classifies its derivative financial instruments as a hedge of an exposure to changes in cash flow from forecasted transactions (sales of loans to third parties) (“cash flow hedge”). For a qualifying cash flow hedge, changes in the value of the derivatives that have been highly effective as hedges are recognized in other comprehensive income. For cash flow hedges, net income may be affected to the extent that changes in the value of the derivative instruments do not perfectly offset changes in the cash flow of the hedged asset or liability.

10

Bank of Granite Corporation
Notes to Consolidated Condensed Financial Statements (continued)
March 31, 2005
  (unaudited)

4. STOCK-BASED COMPENSATION

The Company accounts for compensation costs related to the Company’s employee stock option plan using the intrinsic value method. Therefore, no compensation cost has been recognized for stock option awards because the options are granted at exercise prices based on the market value of the Company’s stock on the date of grant. Had compensation cost for the Company’s employee stock option plan been determined using the fair value method, the Company’s pro forma net income and earnings per share would have been as follows:

The Company computes its estimate of option compensation expense associated with the fair value method using The Black Scholes Model. There were no options granted during the periods ended March 31, 2005 or 2004.

5. GOODWILL AND INTANGIBLE ASSETS

During 2003, the Company’s acquisition of First Commerce Corporation generated goodwill of $10,763,447 and core deposit intangible assets of $630,013. Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” uses a non-amortization approach to account for purchased goodwill and intangible assets with indefinite useful lives. Intangible assets with finite useful lives are amortized over their useful lives. As of March 31, 2005, the carrying value of the core deposit intangible asset totaled $438,145, net of accumulated amortization of $191,878. This intangible asset was determined by management to meet the criteria for recognition apart from goodwill and to have a finite life of 10 years. Amortization expense associated with the core deposit intangible asset was $25,773 for the three month period ended March 31, 2005. Annual expense is expected to range from approximately $97,000 in 2005 to $52,000 in 2009.

11

Bank of Granite Corporation
Notes to Consolidated Condensed Financial Statements (continued)
March 31, 2005
  (unaudited)

SFAS No. 142 requires that goodwill be tested for impairment annually at the same time each year and on an interim basis when events or circumstances change. The Company elected to perform its annual goodwill impairment test as of May 31. Management completed the annual goodwill impairment test as of May 31, 2004 and does not believe that events and circumstances subsequent to that date indicate that goodwill has been impaired.

6. SEGMENT DISCLOSURES

The Company’s operations are divided into three reportable business segments: Community Banking, Mortgage Banking and Other. These operating segments have been identified based on the Company’s organizational structure. The segments require unique technology and marketing strategies and offer different products and services. While the Company is managed as an integrated organization, individual executive managers are held accountable for the operations of these business segments.

The Company measures and presents information for internal reporting purposes in a variety of different ways. Information for the Company’s reportable segments is available based on organizational structure, product offerings and customer relationships. The internal reporting system presently utilized by management in the planning and measuring of operating activities, as well as the system to which most managers are held accountable, is based on organizational structure.

The Company emphasizes revenue growth by focusing on client service, sales effectiveness and relationship management. The segment results contained herein are presented based on internal management accounting policies that were designed to support these strategic objectives. Unlike financial accounting, there is no comprehensive authoritative body of guidance for management accounting equivalent to generally accepted accounting principles. Therefore, the performance of the segments is not necessarily comparable with the Company’s consolidated results or with similar information presented by other financial institutions. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities.

COMMUNITY BANKING

The Company’s Community Banking segment serves individual and business customers by offering a variety of loan and deposit products and other financial services.

MORTGAGE BANKING

The Mortgage Banking segment originates and sells mortgage loan products. Mortgage loan products include fixed-rate and adjustable-rate government and conventional loans for the purpose of constructing, purchasing or refinancing owner-occupied properties. Mortgage loans are typically sold to other financial institutions and government agencies. The Mortgage Banking segment earns interest on loans held in its warehouse and in its portfolio, earns fee income from originations and recognizes gains or losses from the sale of mortgage loans.

12

Bank of Granite Corporation

OTHER

The Company’s Other segment represents primarily treasury and administration activities. Included in this segment are certain investments and commercial paper issued to the Bank’s commercial sweep account customers.

The following table presents selected financial information for reportable business segments for the three month periods ended March 31, 2005 and 2004.

13

Bank of Granite Corporation
Notes to Consolidated Condensed Financial Statements (continued)
March 31, 2005
  (unaudited)

7. NEW ACCOUNTING STANDARDS

In the second quarter of 2004, the Emerging Issues Task Force (“EITF”) released EITF Issue 03-01, “The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments.” EITF Issue 03-01 provided guidance for evaluating whether an investment is other-than-temporarily impaired and requires certain disclosures with respect to these investments. On September 30, 2004, the EITF delayed the effective date of paragraphs 10-20 of EITF Issue 03-01. As of March 31, 2005, the Company held certain investment positions that it purchased at premiums with unrealized losses that, in the aggregate, were not material to the Company’s consolidated financial position or consolidated results of operations. These investments were in U.S. government agency obligations and local government obligations, the cash flows of which are guaranteed by the U.S. government agencies or the taxing authority of the local government and, therefore, it is expected that the securities would not be settled at a price less than their amortized cost. Because the decline in market value was caused by interest rate increases and not credit quality, and because the Company has the ability and intent to hold these investments until a recovery of fair value, which may be maturity, the Company has not recognized any other-than-temporary impairment in connection with these investments.

In December 2004, the FASB issued revised SFAS No. 123R, “Share-Based Payment” (“SFAS No. 123R”). SFAS No. 123R sets accounting requirements for “share-based” compensation to employees and requires companies to recognize in the income statement the grant-date fair value of stock options and other equity-based compensation. On April 14, 2005, the Securities and Exchange Commission adopted a new rule that made SFAS No. 123R effective for annual periods beginning after June 15, 2005. The Company will be required to adopt SFAS No. 123R in the first quarter of 2006 and currently discloses the effect on net income and earnings per share of the fair value recognition provisions of SFAS No. 123 “Accounting for Stock-Based Compensation.” The Company is currently evaluating the impact of the adoption of SFAS No. 123R on its financial position and results of operations, including the valuation methods and support for the assumptions that underlie the valuation of the awards.

14

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

     The accounting and reporting policies of the Company and its subsidiaries are in accordance with accounting principles generally accepted in the United States of America and conform to general practices within the banking industry. The critical accounting and reporting policies include the Company’s accounting for investment securities, mortgage loans held for sale, derivatives and the allowance for loan losses. In particular, the Company’s accounting policies relating to the allowance for loan losses involve the use of estimates and require significant judgments to be made by management. Different assumptions in the application of these policies could result in material changes in the Company’s consolidated financial position or consolidated results of operations. Please see the discussions below under the captions “Provisions and Allowance for Loan Losses” and “Investment Securities Available for Sale.” See also Note 1 in the “Notes to Consolidated Financial Statements” under Item 8, “Financial Statements & Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 on file with the Securities and Exchange Commission for additional information regarding all of the Company’s critical and significant accounting policies.

     LOANS - Loans that management has the intent and ability to hold for the foreseeable future are reported at their outstanding principal balances adjusted for any deferred fees or costs. Substantially all loans earn interest on the level yield method based on the daily outstanding balance.

     PROVISIONS AND ALLOWANCE FOR LOAN LOSSES - The provision for loan losses charged to operations is an amount sufficient to bring the allowance for loan losses to an estimated balance considered adequate to absorb probable losses in the portfolio. Management’s determination of the adequacy of the allowance is based on an evaluation of the portfolio, current economic conditions, periodic and systematic loan reviews, historical loan loss experience, value of the collateral and other risk factors.

     Specific allowance is made and maintained to absorb losses for individually identified borrowers. These losses are assessed on an account-by-account basis based on management’s current evaluation of the Company’s loss exposure for each credit, given the payment status, financial condition of the borrower, and value of underlying collateral. Included in the review of individual loans are those that are impaired as provided in SFAS No. 114, “Accounting for Creditors for Impairment for a Loan.” Loans that are deemed to be impaired (i.e. probable that the Company will be unable to collect all amounts due according to the terms of the loan agreement) are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, as a practical matter, at the loan’s observable market value or fair value of the collateral if the loan is collateral dependent. A reserve is established to record the difference between the stated loan amount and the present value or market value of the impaired loan. Impaired loans may be valued on a loan-by-loan basis (e.g., loans with risk characteristics unique to an individual borrower) or on an aggregate basis (e.g., loans with similar risk characteristics). The Company’s policy for recognition of interest income on impaired loans is the same as its interest income recognition policy for non-impaired loans. The Company discontinues the accrual of interest when the collectibility of such interest becomes doubtful. Recovery of the carrying value of loans is dependent to some extent on future economic, operating and other conditions that may be beyond the Company’s control. For the pools of similar loans that have not been specifically identified, estimates of losses are largely based on charge-off trends, expected default rates, general economic conditions and overall portfolio quality. This evaluation is inherently subjective as it requires material estimates and unanticipated future adverse changes in such conditions could result in material adjustments to the allowance for loan losses that could adversely impact earnings in future periods.

15

     INVESTMENT SECURITIES - Non-equity securities not classified as either “held to maturity” securities or trading securities, and equity securities not classified as trading securities, are classified as “available for sale securities” and reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of consolidated shareholders’ equity. The fair values of these securities are based on quoted market prices, dealer quotes and prices obtained from independent pricing services. Available for sale and held to maturity securities are reviewed quarterly for possible other-than-temporary impairment. The review is inherently subjective as it requires material estimates and judgments, including an analysis of the facts and circumstances of each individual investment such as the length of time the fair value has been below cost, the expectation for that security’s performance, the credit worthiness of the issuer and the Company’s ability and intent to hold the security to maturity. Declines in the fair value of the individual held to maturity and available for sale securities below their costs that are other-than-temporary result in write-downs of the individual securities to their fair value. The related write-downs are included in consolidated earnings as realized losses.

     MORTGAGE LOANS HELD FOR SALE - The Company originates certain residential mortgage loans with the intent to sell. Mortgage loans held for sale are reported at the lower of cost or market value on an aggregate loan portfolio basis. Gains or losses realized on the sales of mortgage loans are recognized at the time of sale and are determined by the difference between the net sales proceeds and the carrying value of the loans sold, adjusted for any servicing assets or liabilities related to the loans sold. Gains and losses on sales of mortgage loans are included in noninterest income.

     DERIVATIVES AND HEDGING ACTIVITIES - The Company enters into derivative contracts to hedge certain assets, liabilities, and probable forecasted transactions. On the date the Company enters into a derivative contract, the derivative instrument is designated as: (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (a “fair value” hedge); (2) a hedge of the variability in expected future cash flows associated with an existing recognized asset or liability or a forecasted transaction (a “cash flow” hedge); or (3) held for other risk management purposes (“risk management derivatives”).

     The Company’s primary derivative transactions involve cash flow hedges. See “Liquidity, Interest Rate Sensitivity and Market Risks” below. In a cash flow hedge, the effective portion of the changes in the fair value of the hedging derivative is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings during the same period in which the hedged item affects earnings. The change in fair value of any ineffective portion of the hedging derivative is recognized immediately in earnings.

     The Company formally documents the relationship between the hedging instruments and hedged items, as well as its risk management objective and strategy before undertaking the hedge. To qualify for hedge accounting, the derivatives and related hedged items must be designated as a hedge. Both at the inception of the hedge and on an ongoing basis, the Company assesses whether the hedging relationship is expected to be highly effective in offsetting changes in fair value or cash flows of hedged items. If it is determined that the derivative instrument is not highly effective as a hedge, hedge accounting is discontinued and changes in fair value are included in the statement of income.

16

Changes in Financial Condition
March 31, 2005 Compared With December 31, 2004

     Total assets increased $6,885,929, or 0.67%, from December 31, 2004 to March 31, 2005. Earning assets increased $6,671,631, or 0.69%, over the same three-month period. As reflected in the table below, loans, the largest earning asset, increased $14,371,966, or 1.85%, over the same period, primarily because of a $13,842,091, or 1.81%, increase as of March 31, 2005 in loans of the Bank and a $529,875, or 4.18%, increase in the level of construction and bridge loans of Granite Mortgage. Mortgage loans held for sale by Granite Mortgage decreased by $4,700,262, or 21.81%, as of March 31, 2005, due to lower mortgage origination and refinancing activities primarily because of higher mortgage interest rates. Investment securities decreased $3,198,299, or 2.02%, because calls and maturities of debt securities were used to partially fund loan growth. Cash and cash equivalents decreased $2,357,759, or 7.47%. Accrued interest receivable increased $895,463, or 15.76%, due to higher interest rates and volumes of interest-earning assets. Also during this period, other assets increased $1,547,685, or 18.44%, primarily because of a $699,469, or 13.23% increase in the deferred tax assets of the Bank, a $510,286, or 39.88%, increase in foreclosed properties and a $310,129, or 61.65%, increase in prepaid expenses.

     Loans at March 31, 2005 and December 31, 2004 were as follows:

     Funding the asset growth was a combination of earnings retained and growth in deposits, partially offset by declines in overnight and other borrowings during the first quarter of 2005. Deposits increased $46,067,824, or 6.14%, from December 31, 2004 to March 31, 2005, which management believes was attributable, in large part, to an advertising campaign that featured several of the Company’s deposit products priced at attractive rates. Demand, money market and savings deposits increased $19,769,314, or 4.53%. Noninterest-bearing demand deposits increased $9,651,899, or 7.56%, over the same three-month period, while interest-bearing demand deposits increased $8,975,163, or 3.17%, over the same three-month period. The increase in interest-bearing demand deposits reflected a $3,564,891, or 2.93%, increase in NOW account deposits and a $5,410,272, or 3.36%, increase in money market deposits, the latter primarily due to the Bank’s premium money market account that carried an aggressively competitive rate. Savings deposits increased $1,142,252, or 4.44%, from December 31, 2004 to March 31, 2005. Time deposits increased $26,298,510, or 8.38%, over the three- month period. Time deposits greater than $100,000 increased $17,698,274, or 12.44%, while other time deposits increased $8,600,236, or 5.02%. The Company’s loan to deposit ratio was 99.57% as of March 31, 2005 compared to 103.77% as of December 31, 2004, while the Bank’s loan to deposit ratio was 94.80% compared to 98.35% when comparing the same periods.

17

     In addition to deposits, the Company has sources of funding in the form of overnight and other short-term borrowings as well as other longer-term borrowings. Overnight borrowings are primarily in the form of federal funds purchased and commercial deposit products that sweep balances overnight into securities sold under agreements to repurchase or commercial paper issued by the Company. From December 31, 2004 to March 31, 2005, such overnight borrowings decreased $35,352,273, or 49.27%, reflecting a decrease of $1,333,804, or 5.60%, in volumes of commercial paper and a decrease of $34,018,469, or 70.99%, in overnight borrowings from federal funds purchased, advances from the Federal Home Loan Bank and securities sold under agreements to repurchase. Other borrowings decreased $4,292,517, or 6.75%, reflecting a decrease of $4,273,815, or 14.50%, in temporary borrowings by Granite Mortgage primarily due to lower mortgage origination activity due to higher mortgage interest rates during the period.

     Accrued interest payable increased $278,032, or 20.02%, from December 31, 2004 to March 31, 2005, primarily due to higher interest rates and higher volumes on deposits. Other liabilities increased $1,279,009, or 27.58%, from December 31, 2004 to March 31, 2005, primarily because of a $1,255,824 increase in income taxes currently payable attributable to timing differences in due dates for estimated taxes.

     Common stock outstanding decreased 78,716 shares, or 0.59%, from December 31, 2004 to March 31, 2005, due to shares repurchased under the Company’s stock repurchase plan, partially offset by shares issued in connection with the exercise of stock options. From December 31, 2004 through March 31, 2005, the Company repurchased 87,489 shares of its common stock at an average price of $19.04. See Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds.” Also from December 31, 2004 through March 31, 2005, the Company issued 8,773 shares of its common stock at an average price of $9.52 under its stock option plans. Earnings retained were $1,454,321 for the first three months of 2005, after paying cash dividends of $1,730,916. Accumulated other comprehensive income (loss), net of deferred income taxes, decreased $966,591, or 394.40%, from December 31, 2004 to March 31, 2005, primarily because the value of securities available for sale and mortgages held for sale declined when interest rates on longer term bonds rose during the period.

18

Liquidity, Interest Rate Sensitivity and Market Risks

     The objectives of the Company’s liquidity management policy include providing adequate funds to meet the cash needs of both depositors and borrowers, as well as providing funds to meet the basic needs for ongoing operations of the Company and regulatory requirements. Depositor cash needs, particularly those of commercial depositors, can fluctuate significantly depending on both business and economic cycles, while both retail and commercial deposits can fluctuate significantly based on the yields and returns available from alternative investment opportunities. Borrower cash needs are also often dependent upon business and economic cycles. In addition, the Company’s liquidity is affected by off-balance sheet commitments to lend in the forms of unfunded commitments to extend credit and standby letters of credit. As of March 31, 2005 such unfunded commitments to extend credit were $143,930,876, while commitments in the form of standby letters of credit totaled $3,969,589.

     The Company has a common stock repurchase plan, which it uses (1) to reduce the number of shares outstanding when its share price in the market makes repurchases advantageous and (2) to manage capital levels. The Company repurchases its shares in the open market, subject to legal requirements and the repurchase rules of the Nasdaq Stock Market^®, the stock exchange on which the Company’s common stock is listed, and through unsolicited privately negotiated transactions. See Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds.” The Company’s share repurchases are funded through the payment of dividends to the Company by its subsidiaries, principally the Bank. Because such dividend payments have the effect of reducing the subsidiaries’ capital and liquidity positions, the subsidiaries consider both capital and liquidity levels needed to support current and future business activities when deciding the dividend amounts appropriate to fund share repurchases. The Company plans to continue to repurchase its shares, subject to regulatory requirements and market conditions, for the foreseeable future, while maintaining a well capitalized level. Although shares repurchased are available for reissuance, the Company has not historically reissued, nor does it currently anticipate reissuing, repurchased shares. See Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds.”

     Granite Mortgage waits until its mortgage loans close to arrange for the sale of the loans. This method allows Granite Mortgage to bundle mortgage loans and obtain better pricing compared with the sale of individual mortgage loans. However, this method also introduces interest rate risk to Granite Mortgage’s loans in process since rates may fluctuate subsequent to Granite Mortgage’s rate commitment to the mortgage customer. In order to minimize the risk that interest rates may move against Granite Mortgage subsequent to the rate commitment, Granite Mortgage enters into hedge contracts to “forward sell” mortgage-backed securities at the same time as the rate commitment. When the mortgage loans are ultimately sold, Granite Mortgage then buys the mortgage-backed security, thereby completing the hedge contract. Granite Mortgage classifies all of its hedge contracts in accordance with SFAS No. 133 as a hedge of an exposure to changes in cash flows from forecasted transactions, referred to as a “cash flow” hedge. As of March 31, 2005, Granite Mortgage held approximately $13,559,000 in open mortgage-backed security commitments with an estimated market value of approximately $13,558,000, an unrealized loss of approximately $1,000. For the quarterly period ended March 31, 2005, there were realized losses on hedged mortgage loan commitments of $165,000 and realized losses of $5,000 on commitments to sell mortgage-backed securities.

     Through its 2003 acquisition of First Commerce Corporation, the Company acquired a statutory business trust, First Commerce Capital Trust I, created by First Commerce in 2001 to facilitate the issuance of a $5,000,000 trust preferred security through a pooled trust preferred securities offering. First Commerce issued this security in an effort to increase its regulatory capital. This security bears a variable interest rate based on the sixty-day LIBOR plus 375 basis points, matures in 2031 and is callable at par in 2006.

19

     Neither the Company nor its subsidiaries have historically incurred off-balance sheet obligations through the use of or investment in off-balance sheet derivative financial instruments or structured finance or special purpose entities organized as corporations, partnerships or limited liability companies or trusts. The Bank and Granite Mortgage both had contractual off-balance sheet obligations in the form of noncancelable operating leases, though such obligations and the related lease expenses were not material to the Company’s financial condition as of March 31, 2005 and December 31, 2004 or its results of operations for the periods then ended.

     Liquidity requirements of the Bank are primarily met through two categories of funding. The first is core deposits, which includes demand deposits, savings accounts and certificates of deposits. The Bank considers these to be a stable portion of the Bank’s liability mix and the result of ongoing stable consumer and commercial banking relationships. At March 31, 2005, the Bank’s core deposits, defined as total deposits excluding time deposits of $100,000 or more, totaled $635,969,791, or 79.9% of the Bank’s total deposits, compared to $607,600,241, or 81.0% of the Bank’s total deposits as of December 31, 2004.

     The other principal methods of funding used by the Bank are large denomination certificates of deposit, federal funds purchased, repurchase agreements and other short and intermediate term borrowings. The Bank’s policy is to emphasize core deposit growth rather than growth through purchased or brokered time deposits because core deposits tend to be a more stable source of funding and purchased or brokered time deposits often have a higher cost of funds. During periods of weak demand for its deposit products, the Bank maintains several credit facilities under which it may borrow on a short-term basis. As of March 31, 2005, the Bank had three unsecured lines of overnight borrowing capacity with its correspondent banks, which totaled $21,000,000. In addition, the Bank uses its capacity to pledge assets to serve as collateral to borrow on a secured basis. As of March 31, 2005, the Bank had investment securities pledged to secure an overnight funding line of approximately $9,750,000 with the Federal Reserve Bank. The Bank also has significant capacity to pledge its loans secured by first liens on residential and commercial real estate as collateral for additional borrowings from the Federal Home Loan Bank during periods when loan demand exceeds deposit growth or when the interest rates on such borrowings compare favorably to interest rates on deposit products. As of March 31, 2005, the Bank had a line of credit totaling approximately $105,092,000, collateralized by its pledged residential and commercial real estate loans, of which approximately $41,000,000 was outstanding and included in other borrowings and approximately $64,092,000 was remaining capacity to borrow.

     Granite Mortgage temporarily funds its mortgages, from the time of origination until the time of sale, through the use of a warehouse line of credit from one of the Company’s correspondent financial institutions. Granite Mortgage requests changes in the amount of the line of credit based on its estimated funding needs. As of March 31, 2005, the line was secured by approximately $25,205,000 of the mortgage loans originated by Granite Mortgage. The Company serves as guarantor under the terms of this line. As of March 31, 2005 and December 31, 2004, this line of credit was $40,000,000.

     The Company has a $10,000,000 unsecured line of credit from one of the Bank’s correspondent banks. The line matures June 30, 2006 and bears an interest rate of one-month LIBOR plus 120 basis points, with interest payable quarterly. As of March 31, 2005, the Company had not borrowed any funds against this line of credit.

20

     The majority of the Company’s deposits are rate-sensitive instruments with rates that tend to fluctuate with market rates. These deposits, coupled with the Company’s short-term certificates of deposit, have increased the opportunities for deposit repricing. The Company places great significance on monitoring and managing the Company’s asset/liability position. The Company’s policy of managing its interest margin (or net yield on interest-earning assets) is to maximize net interest income while maintaining a stable deposit base. The Company’s deposit base is not generally subject to the level of volatility experienced in national financial markets in recent years; however, the Company does realize the importance of minimizing such volatility while at the same time maintaining and improving earnings. A common method used to manage interest rate sensitivity is to measure, over various time periods, the difference or gap between the volume of interest-earning assets and interest-bearing liabilities repricing over a specific time period. However, this method addresses only the magnitude of funding mismatches and does not address the magnitude or relative timing of rate changes. Therefore, management prepares on a regular basis earnings projections based on a range of interest rate scenarios of rising, flat and declining rates in order to more accurately measure interest rate risk.

     Interest-bearing liabilities and variable rate loans are generally repriced to current market rates. Based on its analysis, the Company believes that its balance sheet is slightly asset-sensitive, meaning that in a given period there will be more assets than liabilities subject to immediate repricing as the market rates change. Because a significant portion of the Company’s loans are variable rate commercial loans, they reprice more rapidly than rate sensitive interest-bearing deposits. During periods of rising rates, this results in increased net interest income, assuming similar growth rates and stable product mixes in loans and deposits. The opposite occurs during periods of declining rates.

     The Company uses interest sensitivity analysis to measure the sensitivity of projected earnings to changes in interest rates. The sensitivity analysis takes into account the current contractual agreements that the Company has on deposits, borrowings, loans, investments and any commitments to enter into those transactions. The Company monitors interest sensitivity by means of computer models that incorporate the current volumes, average rates, scheduled maturities and payments and repricing opportunities of asset and liability portfolios. Using this information, the model estimates earnings based on projected portfolio balances under multiple interest rate scenarios. In an effort to estimate the effects of pure interest-rate risk, the Company assumes no growth in its balance sheet, because to do so could have the effect of distorting the balance sheet’s sensitivity to changing interest rates. The Company simulates the effects of interest rate changes on its earnings by assuming no change in interest rates as its base case scenario and either (1) gradually increasing or decreasing interest rates by 3% over a twelve-month period or (2) immediately increasing or decreasing interest rates by 1%, 2%, 3% and 4%, as discussed below. Although these methods are subject to the accuracy of the assumptions that underlie the process and do not take into account the pricing strategies that management would undertake in response to sudden interest rate changes, the Company believes that these methods provide a better indication of the sensitivity of earnings to changes in interest rates than other analyses.

     Income simulation through modeling is one tool that the Company uses in the asset/liability management process. The Company also considers a number of other factors in determining its asset/liability and interest rate sensitivity management strategies. Management strives to determine the most likely outlook for the economy and interest rates by analyzing external factors, including published economic projections and data, the effects of likely monetary and fiscal policies as well as any enacted or prospective regulatory changes. The Company’s current and prospective liquidity position, current balance sheet volumes and projected growth, accessibility of funds for short-term needs and capital maintenance are also considered. This data is combined with various interest rate scenarios to provide management with information necessary to analyze interest sensitivity and to aid in the development of strategies to manage the Company’s balance sheet.

21

     As discussed above, the Bank simulates net interest income under varying interest rate scenarios and the theoretical impact of immediate and sustained rate changes referred to as “rate shocks.” “Rate shocks” measure the estimated theoretical impact on the Bank’s tax equivalent net interest income and market value of equity from hypothetical immediate changes of plus and minus 1%, 2%, 3% and 4% as compared to the estimated theoretical impact of rates remaining unchanged. The prospective effects of these hypothetical interest rate changes are based upon numerous assumptions including relative and estimated levels of key interest rates. “Rate shocks” modeling is of limited usefulness because it does not take into account the pricing strategies management would undertake in response to the depicted sudden and sustained rate changes.

     The following table summarizes the estimated theoretical impact on the Company’s tax equivalent net interest income from a gradual interest rate increase and decrease of 3%, prorated over a twelve-month period, and from hypothetical immediate and sustained interest rate increases and decreases of 1%, 2%, 3% and 4%, as compared to the estimated theoretical impact of rates remaining unchanged.

22

Results of Operations
For the Three Month Period Ended March 31, 2005
Compared With the Same Period in 2004

     During the three-month period ended March 31, 2005, the Company’s net income increased 6.48% to $3,185,237 from the $2,991,327 earned in the same period of 2004. The first quarter of 2004 included an after-tax charge of approximately $294,000, or $0.02 per share, related to a contract payout of a former executive officer. Excluding the charge, net income decreased $100,090, or 3.05%, from the first quarter of 2004. The decline primarily resulted from lower fee income and higher operating expenses, partially offset by higher net interest income.

Net Interest Income

     During the three-month period ended March 31, 2005, the Company’s net interest income increased $653,717, or 6.39%, compared to the three months ended March 31, 2004, primarily due to higher volumes of and yields on loans, partially offset by higher rates paid on interest-bearing deposits. Although loan volumes grew, the growth occurred primarily in the Bank’s newer market areas where competitive pressures resulted in lower profit margins on loans. In addition, greater competition for deposits resulted in lower profit margins as deposit interest rates rose. The Company’s net interest margin averaged 4.72% during the three month period compared to 4.74% during the same period in 2004. For a discussion of the Company’s asset-sensitivity and the related effects on the Company’s net interest income and net interest margins, please see “Liquidity, Interest Rate Sensitivity and Market Risks” above.

     During the quarter ended March 31, 2005, interest income increased $1,650,881, or 12.40%, from the same period in 2004, primarily because of both higher volumes of and rates on loans. As discussed above, the loan growth occurred primarily in the Bank’s more competitive newer markets. Interest and fees on loans and mortgage banking increased $1,765,909, or 15.25%, due to both higher average volumes and higher rates during the quarter. Yields on loans averaged 6.75% for the quarter, up from 6.29% for the same quarter last year. The prime lending rate during the three month period averaged 5.38% compared to 4.00% during the same period in 2004. Gross loans averaged $801,340,843 compared to $740,373,549 in the first quarter of 2004, an increase of $60,967,294, or 8.23%. Average loans of the Bank were $771,349,672 compared to $714,272,743 in the first quarter of 2004, an increase of $57,076,929, or 7.99%, while average loans of Granite Mortgage were $29,991,171 compared to $26,100,806 during the first quarter of 2004, an increase of $3,890,365, or 14.91%. The levels of mortgage origination and refinancing activities are very sensitive to changes in interest rates in that higher mortgage interest rates generally have the effect of reducing both mortgage originations and refinancings, while sustained low mortgage interest rates eventually have the effect of reducing refinancings as the demand for such refinancings becomes satisfied. Interest on securities and overnight investments decreased $115,028, or 6.65%, due to lower reinvestment rates on securities that matured during the quarter. Average securities and overnight investments were $161,684,576 compared to $159,515,369 in the first quarter of 2004, an increase of $2,169,207, or 1.36%.

     Interest expense increased $997,164, or 32.39%, primarily because of higher rates on and higher volumes of interest-bearing deposits and other borrowings. Overall, rates on interest-bearing deposits averaged 2.05% for the quarter, up from 1.70% for the same quarter last year. Total interest-bearing deposits averaged $645,202,678 compared to $602,544,509 last year, an increase of $42,658,169, or 7.08%. NOW account deposits averaged $125,502,677 compared to $107,084,328 in the same quarter of 2004, an increase of $18,418,349, or 17.20%, while money market deposits averaged $165,723,851 compared to $136,709,943 in the comparable period of last year, an increase of $29,013,908, or 21.22%. The Company believes that part of the growth in interest-bearing demand accounts may be due to the movement of funds by customers to demand deposit accounts from time deposits in order to remain liquid

23

in a rising rate environment. In addition, the Company continues to offer attractive rates on its premium money market deposit account. Time deposits averaged $327,793,090 compared to $332,192,027 last year, a decrease of $4,398,937, or 1.32%. Time deposits generally pay a higher rate of interest than most other types of deposits. The Company has not historically relied upon “out-of-market” or “brokered” deposits as a significant source of funding.

     Overnight and other borrowings averaged $112,135,205 compared to $95,882,026 last year, an increase of $16,253,179, or 16.95%, reflecting an increase of $9,148,546, or 18.14%, in average overnight and other borrowings of the Bank, an increase of $4,286,900, or 18.46%, in average overnight and other borrowings of the Company and an increase of $2,817,733, or 12.67%, in temporary borrowings of Granite Mortgage. Overnight borrowings averaged $52,986,249 compared to $34,470,803 last year, an increase of $18,515,446, or 53.71%, reflecting an increase of $14,228,546, or 87.58%, in average overnight borrowings in the form of federal funds purchased and securities sold under agreements to repurchase of the Bank and an increase of $4,286,900, or 23.52%, in average overnight borrowings in the form of commercial paper related to the commercial deposit sweep arrangements of the Bank. Other borrowings averaged $59,148,956 compared to $61,411,223 last year, a decrease of $2,262,267, or 3.68%, reflecting a decrease of $5,080,000, or 14.86%, in average borrowings of the Bank, partially offset by an increase of $2,817,733, or 12.67%, in temporary borrowings of Granite Mortgage. Other borrowings were the principal source of funding for the mortgage origination activities of Granite Mortgage.

24

Provisions for Loan Losses, Allowance for Loan Losses
   and Discussions of Asset Quality

     The risks inherent in the Company’s loan portfolio, including the adequacy of the allowance or reserve for loan losses, are significant estimates that are based on management’s assumptions regarding, among other factors, general and local economic conditions, which are difficult to predict and are beyond the Company’s control. In estimating these risks and the related loss reserve levels, management also considers the financial conditions of specific borrowers and credit concentrations with specific borrowers, groups of borrowers and industries.

     Management uses several measures to assess and monitor the credit risks in the loan portfolio, including a loan grading system that begins upon loan origination and continues until the loan is collected or collectibility becomes doubtful. Upon loan origination, the Bank’s originating loan officer evaluates the quality of the loan and assigns one of seven risk grades, each grade indicating a different level of loss reserves. The loan officer monitors the loan’s performance and credit quality and makes changes to the credit grade as conditions warrant. When originated or renewed, all loans over a certain dollar amounts receive in-depth reviews and risk assessments by the Bank’s Credit Administration. Before making any changes in these risk grades, management considers assessments as determined by the third party risk assessment group, regulatory examiners and the Bank’s Credit Administration. Any issues regarding the risk assessments are addressed by the Bank’s senior credit administrators and factored into management’s decision to originate or renew the loan as well as the level of reserves deemed appropriate for the loan. Furthermore, loans and commitments of $1,000,000 or more made during the month, as well as commercial loans past due 30 days or more, are reviewed monthly by the Loan Committee of the Bank’s Board of Directors. The Bank’s Board of Directors reviews monthly an analysis of the Bank’s reserves relative to the range of reserves estimated by the Bank’s Credit Administration.

     As an additional measure, the Bank engages an independent third party risk assessment group to review the underwriting, documentation, risk grading analyses and the methodology of determining the adequacy of the allowance for losses. This independent third party determines its own selection criteria to select loan relationships for review and evaluation. The third party’s evaluation and report is shared with management, the Bank’s Audit and Loan committees and ultimately, the Bank’s Board of Directors.

     Management considers certain commercial loans with weaker credit risk grades to be individually impaired and measures such impairment based upon available cash flows and the value of the collateral. Allowance or reserve levels are estimated for all other graded loans in the portfolio based on their assigned credit risk grade, type of loan and other matters related to credit risk. In estimating reserve levels, the Bank also aggregates non-graded loans into pools of similar credits and reviews the historical loss experience associated with these pools as additional criteria to allocate the allowance to each category.

     Management uses the information developed from the procedures described above in evaluating and grading the loan portfolio. This continual grading process is used to monitor the credit quality of the loan portfolio and to assist management in determining the appropriate levels of the allowance for loan losses.

25

     The allowance for loan losses is comprised of three components: specific reserves, general reserves and unallocated reserves. Generally, all loans with outstanding balances of $10,000 or greater that have been identified as impaired are reviewed on a monthly basis in order to determine whether a specific allowance is required. A loan is considered impaired when, based on current information, it is probable that the Company will not receive all amounts due in accordance with the contractual terms of the loan agreement. Once a loan has been identified as impaired, management measures impairment in accordance with SFAS 114, “Accounting By Creditors for Impairment of a Loan.” When the measure of the impaired loan is less than the recorded investment in the loan, the amount of the impairment is recorded as a specific reserve. These specific reserves are determined on an individual loan basis based on management’s current evaluation of the Company’s loss exposure for each credit, given the payment status, financial condition of the borrower, and value of any underlying collateral. Loans for which specific reserves are provided are excluded from the general allowance calculations as described below.

     The general allowance reflects the best estimate of probable losses that exist within the portfolios of loans that have not been specifically identified. The general allowance for the commercial loan portfolio is established considering several factors including: current loan grades, historical loss rates, estimated future cash flows available to service the loan, and the results of individual loan reviews and analyses. Commercial loans are assigned a loan grade and the loss percentages assigned for each loan grade are determined based on periodic evaluation of actual loss experience over a period of time and management’s estimate of probable incurred losses as well as other factors that are known at the time when the appropriate level for the allowance for loan losses is assessed, including the average term of the portfolio.

     The allowance for loan losses for consumer loans, mortgage loans, and leases is determined based on past due levels and historical and projected loss rates relative to each portfolio. The unallocated allowance is determined through management’s assessment of probable losses that are in the portfolio but are not adequately captured by the other two components of the allowance, including consideration of current economic and business conditions and regulatory requirements. The unallocated allowance also reflects management’s acknowledgement of the imprecision and subjectivity that underlie the modeling of credit risk.

     Management considers the allowance for loan losses adequate to cover the estimated losses inherent in the Company’s loan portfolio as of the date of the financial statements. Management believes it has established the allowance in accordance with accounting principles generally accepted in the United States of America and in consideration of the current economic environment. While management uses the best information available to make evaluations, significant future additions to the allowance may be necessary based on changes in economic and other conditions, thus adversely affecting the operating results of the Company. There were no significant changes in the estimation methods or fundamental assumptions used in the evaluation of the allowance for loan losses for the period ended March 31, 2005 as compared to the twelve months ended December 31, 2004. Such revisions, estimates and assumptions are made in the period in which the supporting factors indicate that loss levels may vary from the previous estimates.

     Additionally, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowances for loan losses. Such agencies may require the recognition of adjustments to the allowances based on their judgments of information available to them at the time of their examinations.

26

     The allowance for loan losses is created by direct charges to operations. Losses on loans are charged against the allowance for loan losses in the accounting period in which they are determined by management to be uncollectible. Recoveries during the period are credited to the allowance for loan losses.

     General economic trends greatly affect loan losses, and no assurances can be made that further charges to the loan loss allowance may not be significant in relation to the amount provided during a particular period or that further evaluation of the loan portfolio based on conditions then prevailing may not require sizable additions to the allowance, thus necessitating similarly sizable charges to operations. Due to continued unfavorable economic trends in the Catawba Valley region of the Company’s market area and the higher levels of nonperforming loans resulting from the weak local economy, management believed it prudent to charge operations in the amount of $1,230,119 for the three month period ended March 31, 2005, respectively, to provide for future losses related to uncollectible loans and to reflect the growth in the Company’s loan portfolio. The 2005 provisions for loan losses compared to $1,244,687 for the comparable period in 2004. At March 31, 2005 and December 31, 2004, the loan loss reserve was 1.79% of net loans outstanding, compared to 1.62% at March 31, 2004. The following table and subsequent discussion present an analysis of changes in the allowance for loan losses for the quarter-to-date periods.

27

     Also due to the continued weak local economy, 2005 charge-offs were substantially higher than those in the same period of the previous year. In the first quarter of 2005, the Company charged off $1,016,992, an increase of $461,211 over the comparable period in 2004. Charge-offs for the 2005 quarterly period included $624,467 in commercial loans, $175,032 in real estate loans and $163,111 in installment loans that were in default. The effects of a lingering recession in the Company’s Catawba Valley market area were also evidenced by increases in the Company’s allowance for loan losses as presented above, continued high, though slightly improved, nonperforming asset levels as presented below, and the increase in loans with higher risk grades. The amount of loans with the three highest risk grades totaled approximately $14,406,000 at March 31, 2005 as compared with $14,245,000 and $12,108,000 at December 31, 2004 and March 31, 2004, respectively. Some portions of the Catawba Valley economy showed signs of growth and new markets recently added through acquisition and opening new banking offices helped diversify the Company’s loan base, but it is difficult to determine when the Catawba Valley economy will return to sustainable growth.

     Nonperforming assets at March 31, 2005 and December 31, 2004 were as follows:

     If interest from nonaccrual loans had been recognized in accordance with the original terms of the loans, the estimated gross interest income for the first quarters of 2005 and 2004 that would have been recorded was approximately $126,095 and $97,000, respectively, while no interest income was recognized on such loans during either of the two comparable quarters.

     The Company’s investment in impaired loans at March 31, 2005 and December 31, 2004 was as follows:

28

     Loans are classified as non-accrual when the accrual of interest on such loans is discontinued because management believes that such interest will not be collected in a reasonable period of time. The recorded accrued interest receivable deemed uncollectible is reversed to the extent it was accrued in the current year or charged-off to the extent it was accrued in previous years. A loan classified as non-accrual is returned to accrual status when the obligation has been brought current, has performed in accordance with its contractual terms, and the ultimate collection of principal and interest is no longer doubtful.

     When comparing March 31, 2005 with March 31, 2004, the recorded investment in loans that are considered to be impaired under SFAS No. 114 was $10,436,274 ($6,969,176 of which was on a non-accrual basis) and $10,360,121 ($4,425,409 of which was on a non-accrual basis), respectively. The average recorded balance of impaired loans during the first three months of 2005 and 2004 was not significantly different from the balance at March 31, 2005 and 2004, respectively. The related allowance for loan losses determined in accordance with SFAS No. 114 for these loans was $4,502,686 and $2,721,501 at March 31, 2005 and 2004, respectively. For the three months ended March 31, 2005 and 2004, the Company recognized interest income on those impaired loans of approximately $271,008 and $291,044, respectively.

Noninterest Income and Expenses

      For the quarter ended March 31, 2005, total noninterest income was $2,457,747, down $190,801, or 7.20%, from $2,648,548 earned in the same period of 2004, primarily because of lower fees from mortgage originations and losses realized from the sale of investment securities. Fees on deposit accounts were $1,220,137 during the first quarter, up $7,980, or 0.66%, from $1,212,157 earned in the first quarter of 2004. Other service fees and commissions were $208,821 for the first quarter of 2005, down $14,976, or 6.69%, from $223,797 earned in the same period of 2004. Mortgage origination fee income was $820,381 for the first quarter of 2005, down $106,324, or 11.47%, from $926,705 earned in the same period of 2004. As mortgage rates rose, profitability from mortgage origination activity dropped dramatically and continued at lower levels throughout the first quarter of 2005. Mortgage loans originated during the three months ended March 31, 2005 and 2004 were $53,849,837 and $61,978,668, respectively. The levels of mortgage origination and refinancing activities, and the related profitability of those activities, are very sensitive to changes in interest rates in that higher mortgage interest rates generally have the effect of reducing both mortgage originations and refinancings, while sustained low mortgage interest rates eventually have the effect of reducing refinancings as the demand for such refinancings becomes satisfied. The rise in mortgage rates caused a slowdown in the level of mortgage originations and future levels of mortgage lending activity will be affected significantly by trends in mortgage interest rates. Losses on sales of securities were $86,834 in 2005 compared to no gains or losses in the same period of 2004, as the Bank sold some of the longer-term investments included in its 2003 acquisition of another bank.

     First quarter 2005 noninterest expenses, or overhead, totaled $7,314,624, up $106,564, or 1.48%, from $7,208,060 in the same quarter of 2004. The Bank’s overhead costs were $5,743,162 for the first quarter of 2005, an increase of $141,668, or 2.53%, over the costs of $5,601,494 for the first quarter of 2004, while mortgage-related overhead fell $44,170 or 2.89%. The Bank’s overhead costs in the previous year’s first quarter included a nonrecurring charge of $490,000 related to the departure of a former executive officer. Excluding the charge, the Bank’s overhead expenses increased $631,668 when comparing the two periods, primarily due to a $373,834 increase in the Bank’s personnel costs and a $257,834 increase in the Bank’s nonpersonnel overhead costs.

     Personnel costs, the largest of the overhead expenses, were $4,616,701 during the quarter, down $202,769, or 4.21%, from $4,819,470 in 2004. Of the $202,769 decrease in personnel costs, the Bank’s personnel costs decreased $116,166, while mortgage related personnel costs decreased $86,603. In

29

the first quarter of the previous year, the Bank reported a nonrecurring personnel charge of $490,000 related to the departure of a former executive officer. Excluding this charge, the Bank’s personnel expenses increased $373,834 when comparing the two periods, of which salaries and wages increased $248,291 and employee benefits increased $125,813 primarily due to higher healthcare costs.

     Noninterest expenses other than for personnel increased $309,333, or 12.95%, to $2,697,923 during the quarter from $2,388,590 incurred in the same period of 2004. Of the $309,333 increase, the Bank’s nonpersonnel costs increased $257,834, while Granite Mortgage’s nonpersonnel costs increased $42,433. Occupancy expenses for the quarter were $449,780, up $13,981, or 3.21%, from $435,799 in the same period of 2004. Equipment expenses were $516,587 during the first quarter, up $113,876, or 28.28%, from $402,711 in the same period of 2004, primarily due to depreciation on new core data processing and telephone systems. First quarter other noninterest expenses were $1,731,556 in 2005, up $181,476, or 11.71%, from $1,550,080 in the same quarter a year ago. Of the $181,476 increase, the Bank’s other noninterest costs increased $179,184, while Granite Mortgage’s other noninterest costs increased only $6,774. The Bank’s increase in other noninterest expenses was primarily due to higher audit fees and losses on foreclosed properties. Income tax expense was $1,613,993 for the quarter, up $177,010, or 12.32%, from $1,436,983 for the 2004 first quarter. The effective tax rates were 33.63% and 32.45% for the first quarters of 2005 and 2004, respectively, and the increase was primarily because of lower relative levels of income from tax-exempt loans and investments in 2005.

30

Off-Balance Sheet Arrangements

     The Company enters into derivative contracts to manage various financial risks. A derivative is a financial instrument that derives its cash flows, and therefore its value, by reference to an underlying instrument, index or referenced interest rate. Derivative contracts are carried at fair value on the consolidated balance sheet with the fair value representing the net present value of expected future cash receipts or payments based on market interest rates as of the balance sheet date. Derivative contracts are written in amounts referred to as notional amounts, which only provide the basis for calculating payments between counterparties and are not a measure of financial risk. Therefore, the derivative liabilities recorded on the balance sheet as of March 31, 2005 do not represent the amounts that may ultimately be paid under these contracts. Further discussions of derivative instruments are included above under “Liquidity, Interest Rate Sensitivity And Market Risks” and in Note 3 under “Notes to Consolidated Condensed Financial Statements.”

Contractual Obligations

     As of March 31, 2005, there were no material changes to contractual obligations in the form of long-term borrowings and operating lease obligations as compared to those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. See also Note 3 under “Notes to Consolidated Condensed Financial Statements” for changes in other commitments in the form of commitments to extend credit and standby letters of credit.

31

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     The information required by this item is included in Item 2, Management’s Discussion of Financial Condition and Results of Operations, above, under the caption “Liquidity, Interest Rate Sensitivity and Market Risks.”

Item 4. Controls and Procedures

     As of the end of March 31, 2005, the Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in its periodic reports filed with the Securities and Exchange Commission. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. In addition, no change in the Company’s internal control over financial reporting has occurred during, or subsequent to, the period covered by this report that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Disclosures About Forward Looking Statements

     The discussions included in Part I of this document contain statements that may be deemed forward looking statements within the meaning of the Private Securities Litigation Act of 1995, including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from these statements. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward looking statements. Such statements are often characterized by the use of qualifying words such as “expects,” “anticipates,” “believes,” “estimates,” “plans,” “projects,” or other statements concerning opinions or judgments of the Company and its management about future events. The accuracy of such forward looking statements could be affected by certain factors, including but not limited to, the financial success or changing conditions or strategies of the Company’s customers or vendors, fluctuations in interest rates, actions of government regulators, the availability of capital and personnel, and general economic conditions.

32

Part II - Other Information

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

     The Company purchases shares of its common stock in open-market and occasional privately negotiated transactions pursuant to publicly announced share repurchase programs. Share repurchase transactions for the three months ended March 31, 2005 are set forth below.

33

Item 6 - Exhibits and Reports on Form 8-K

Exhibits, Financial Statement Schedules and Reports on Forms 8-K included in or incorporated by reference into this filing were filed with the Securities and Exchange Commission. Bank of Granite Corporation provides these documents through its Internet site at www.bankofgranite.com or by mail upon written request.

34

Signatures

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

35

Exhibit Index

36