UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

      Date of Report (or Date of Earliest Event Reported): October 28, 2004

                             MIDSOUTH BANCORP, INC.
             (Exact name of registrant as specified in its charter)

          Louisiana                        1-11826                72-1020809
  (State or jurisdiction of       (Commission File Number)      (IRS Employer
incorporation or organization)                               Identification No.)

     102 Versailles Boulevard, Lafayette, Louisiana                  70502
         (Address of principal executive offices)                  (Zipcode)

                                 (337) 237-8343
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



ITEM 8.01. OTHER EVENTS AND REGULATION FD DISCLOSURE

      On October 28, 2004, MidSouth Bancorp, Inc. (the "Company") issued a press
release  regarding  the Company's  earnings for the quarter ended  September 30,
2004. The Company's earnings press release,  including financial highlights,  is
attached as Exhibit 99.1.

                                    SIGNATURE

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

Dated: October 28, 2004

                                            MIDSOUTH BANCORP, INC.

                                            By: /s/ C. R. Cloutier
                                            President & CEO



                                  EXHIBIT INDEX

Exhibit No.                                Description
-----------                                -----------

99.1              Press Release dated October 28, 2004  announcing  earnings for
                  the third quarter of 2004.