Ownership Submission
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      
Billingsley R J SR
PO BOX 190279
MOBILE, AL 36619
  X      
Brackin Julian Byron Jr
PO BOX 998
FOLEY, AL 36536
  X      
Campbell Joe
110 EAGLE DRIVE
ALBERTVILLE, AL 35951
  X      
Moody William Douglas
PO BOX 2433
GULF SHORES, AL 36547
  X      
Owen James R JR
PO BOX 895
GULF SHORES, AL 36547
  X      
Peak Donald Wayne
2215 32ND STREET
NORTHPORT, AL 35476
  X      
Phillips Rick Allen
PO BOX 3351
GULF SHORES, AL 36547
  X      
Scarbrough Daniel McGehee MD
30815 PENINSULA DRIVE
ORANGE BEACH, AL 36561
  X      

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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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