FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Barnhill Gordon JR 2. Date of Event Requiring Statement (Month/Day/Year) 04/29/2004 3. Issuer Name and Ticker or Trading Symbol VISION BANCSHARES INC [vbal.ob] (Last) (First) (Middle) PO BOX 644 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) 04/29/2004 (Street) ROBERTSDALE, AL 36567 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock (1) (1) 5,425 (2) I By Gulf Shores Investment Group, LLC (2) (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Barnhill Gordon JR PO BOX 644 ROBERTSDALE, AL 36567	  X	Â	Â	Â
Billingsley R J SR PO BOX 190279 MOBILE, AL 36619	  X	Â	Â	Â
Brackin Julian Byron Jr PO BOX 998 FOLEY, AL 36536	  X	Â	Â	Â
Campbell Joe 110 EAGLE DRIVE ALBERTVILLE, AL 35951	  X	Â	Â	Â
Moody William Douglas PO BOX 2433 GULF SHORES, AL 36547	  X	Â	Â	Â
Owen James R JR PO BOX 895 GULF SHORES, AL 36547	  X	Â	Â	Â
Peak Donald Wayne 2215 32ND STREET NORTHPORT, AL 35476	  X	Â	Â	Â
Phillips Rick Allen PO BOX 3351 GULF SHORES, AL 36547	  X	Â	Â	Â
Scarbrough Daniel McGehee MD 30815 PENINSULA DRIVE ORANGE BEACH, AL 36561	  X	Â	Â	Â

Signatures

William E. Blackmon, POA		02/02/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The securities reported in this amended Form 3 were erroneously omitted from the reporting person's original Form 3.
(2)	The reported securities are held by Gulf Shores Investment Group, LLC, a limited liability company of which the reporting person is a member. The reporting person disclaims beneficial ownership of the Vision Bancshares, Inc. common stock held by Gulf Shores Investment Group, LLC except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities so disclaimed for purposes of Section 16 or for any other purpose.

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