UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2004

MIDSOUTH BANCORP, INC.

(Exact name of registrant as specified in charter)

Louisiana
(State or other jurisdiction of incorporation)

1-11826	72-1020809
(Commission File Number)	(IRS Employer Identification No.)

102 Versailles Boulevard, Lafayette, Louisiana 70502
(Address of principal executive offices, including zip code)

(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:

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

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

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

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

TABLE OF CONTENTS

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On May 27, 2004, MidSouth Bancorp, Inc. (“MidSouth”) and Lamar Bancshares, Inc. (“Lamar”) entered into an Agreement and Plan of Merger (the “Agreement”), pursuant to which Lamar was merged into MidSouth (the “Merger”). The Merger was consummated on October 1, 2004. MidSouth had no material relationship with Lamar or any of its affiliates prior to this transaction.

Under the terms of the Agreement, MidSouth issued shares of its common stock valued at approximately $11.3 million and paid approximately $10.8 million in cash for all of the outstanding shares of Lamar, bringing the total value of the transaction to approximately $22.1 million. The approximately $116.8 million in assets of Lamar acquired by MidSouth pursuant to the Merger consisted primarily of $80.8 million in loans (net of allowance for loan losses), $21.3 million in investment securities and federal funds sold, $4.8 million in cash on hand and due from other banks, and $2.8 million in fixed assets.

ITEM 8.01 OTHER EVENTS

On October 4, 2004, MidSouth Bancorp, Inc., issued a press release announcing the finalization of the merger of Lamar Bancshares, Inc. into MidSouth Bancorp, Inc.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

Audited consolidated balance sheets of Lamar Bancshares, Inc. and its subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income and cash flows for the years ended December 31, 2003, 2002 and 2001 are included in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by MidSouth Bancorp, Inc. on August 6, 2004; and are incorporated herein by reference.

An unaudited consolidated balance sheet of Lamar Bancshares, Inc. and its subsidiaries as of September 30, 2004, and the related unaudited consolidated statements of income and cash flows for the nine-month periods ended September 30, 2004 and 2003 are attached hereto as Annex A.

(b) Pro Forma Financial Information

Pro forma financial information related to the acquisition required pursuant to Article 11 of Regulation S-X is attached hereto as Annex B.

(c) Exhibits

2.1(i) Agreement and Plan of Merger, dated May 27, 2004, between MidSouth Bancorp, Inc. and Lamar Bancshares, Inc.

2.2(i) First Amendment to Agreement and Plan of Merger, dated July 14, 2004, between MidSouth Bancorp, Inc. and Lamar Bancshares, Inc.

2.3(ii) Second Amendment to Agreement and Plan of Merger, dated September 15, 2004, between MidSouth Bancorp, Inc. and Lamar Bancshares, Inc.

99.1(ii) Press release dated October 4, 2004 announcing the finalization of the merger of Lamar Bancshares, Inc. into MidSouth Bancorp, Inc.

(i)	Included in Exhibit 2.1 (amended and restated Agreement and Plan of Merger) to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by MidSouth Bancorp, Inc. on August 6, 2004.
(ii)	Attached as an exhibit to the Current Report on Form 8-K filed with the Securities and Exchange Commission by MidSouth Bancorp, Inc. on October 7, 2004.

SIGNATURES

     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 hereunto duly authorized.

MIDSOUTH BANCORP, INC.

By:	/s/ C.R. Cloutier
	C.R. Cloutier
	President and Chief Executive Officer

DATE: December 15, 2004

Annex A

LAMAR BANCSHARES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)

	September 30,
	2004
Assets
Assets
Cash and due from banks	$	4,817,478
Federal funds sold		600,000
Securities available for sale		20,705,119
Loans		80,799,678
Accrued interest receivable		481,645
Premises and equipment		2,756,068
Other assets		5,615,682
Total Assets	$	115,775,670
Liabilities and Stockholders’ Equity
Liabilities
Demand deposits	$	21,162,341
Savings, NOW, and money market deposits		39,338,386
Other time deposits		36,230,067
Total Deposits		96,730,794
Accrued expenses and other liabilities		903,238
Other borrowings		6,000,218
Total Liabilities		103,634,250
Commitments and Contingencies
Stockholders’ Equity
Common stock — $1.00 par value; 1,000,000 shares authorized; 244,760 shares issued; 222,339 shares outstanding		244,760
Additional paid-in capital		3,021,675
Retained earnings		10,260,747
Accumulated other comprehensive loss		(101,617	)
Treasury stock, at cost - 22,421 shares		(1,284,145	)
Total Stockholders’ Equity		12,141,420
Total Liabilities and Stockholders’ Equity	$	115,775,670

The accompanying note is an integral part of these condensed consolidated financial statements.

LAMAR BANCSHARES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

	Nine Months Ended
	September 30,
	2004		2003
Interest and Dividend Income
Loans	$	3,547,575	$	3,804,167
Debt securities -
Taxable		714,134		826,103
Federal funds sold		24,515		35,838
Time deposits with other banks		10,642		—
Dividends		6,469		8,634
Total Interest and Dividend Income		4,303,335		4,674,742
Interest Expense
Deposits		702,689		989,327
Other borrowings		7,204		—
Total Interest Expense		709,893		989,327
Net Interest Income		3,593,442		3,685,415
Provision for Loan Losses		155,106		156,019
Net Interest Income after Provision for Loan Losses		3,438,336		3,529,396
Noninterest Income
Service charges on deposit accounts		1,209,133		1,277,155
Mortgage origination income		467,921		520,508
Other service charges and fees		86,679		91,058
Net gain on sales of securities		55,593		—
Other income		102,609		121,041
Total Noninterest Income		1,921,935		2,009,762
Noninterest Expenses
Salaries and employee benefits		2,268,222		2,158,866
Occupancy and equipment		599,258		595,217
Advertising		90,602		59,463
Data processing		216,824		212,300
Debit card expense		98,201		85,628
Director fees		51,450		53,076
Merger expenses		237,112		—
Postage		86,503		84,122
Printing, stationery and forms		93,495		87,960
Repossession expenses		87,526		79,505
Telephone		82,754		78,549
Other general and administrative		564,156		460,653
Total Noninterest Expenses		4,476,103		3,955,339
Net Income	$	884,168	$	1,583,819

The accompanying note is an integral part of these condensed consolidated financial statements.

LAMAR BANCSHARES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	Nine Months Ended
	September 30,
	2004			2003
Cash Flows from Operating Activities
Net income	$	884,168		$	1,583,819
Adjustments to reconcile net income to net cash provided by operating activities -
Depreciation and amortization		204,632			209,788
Provision for loan losses		155,106			156,019
Net amortization of security premiums and discounts		122,833			115,552
Net gain on sales of securities		(55,593	)		—
Net gain on sale of assets		(4,134	)		(9,720	)
Decrease in accrued interest receivable		92,055			69,914
Increase (decrease) in accrued expenses and other liabilities		95,947			(40,109	)
(Increase) decrease in other assets		(25,880	)		141,577
Other, net		134,000			134,000
Total Adjustments		718,966			777,021
Net Cash Provided by Operating Activities		1,603,134			2,360,840
Cash Flows from Investing Activities
Net (increase) decrease in time deposits with other banks		2,893,000			(2,893,000	)
Net (increase) decrease in federal funds sold		4,000,000			(1,800,000	)
Activity in available-for-sale securities
Sales		1,552,299			—
Maturities and principal paydowns		3,431,954			6,650,733
Purchases		(5,098,167	)		(4,402,298	)
Loan originations and principal collections, net		(5,492,800	)		(2,467,516	)
Additions to premises and equipment		(143,029	)		(130,902	)
Proceeds from sales of premises and equipment		38,750			24,297
Purchase of life insurance		(1,800,000	)		—
Increase in other assets		363,019			199,091
Other, net		(1,857	)		(20,050	)
Net Cash Used by Investing Activities		(256,831	)		(4,839,645	)

The accompanying note is an integral part of these condensed consolidated financial statements.

LAMAR BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
- - Continued -

	Nine Months Ended
	September 30,
	2004			2003
Cash Flows from Financing Activities
Net increase (decrease) in deposits		(6,231,242	)		5,495,878
Proceeds from other borrowings		6,000,218			—
Cash dividends paid on common stock		(1,417,536	)		(1,519,140	)
Proceeds from sale of treasury stock		344,404			607,682
Net Cash Provided (Used) by Financing Activities		(1,304,156	)		4,584,420
Net Change in Cash and Due from Banks		42,147			2,105,615
Cash and Due from Banks at Beginning of Period		4,775,331			4,998,441
Cash and Due from Banks at End of Period	$	4,817,478		$	7,104,056
Supplemental Cash Flow Information
Interest paid on deposits	$	740,523		$	979,450
Noncash Investing Activities
Other real estate acquired in settlement of loans	$	—		$	362,186

The accompanying note is an integral part of these condensed consolidated financial statements.

LAMAR BANCSHARES, INC. AND SUBSIDIARIES

NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

STATEMENT BY MANAGEMENT CONCERNING THE REVIEW OF UNAUDITED FINANCIAL INFORMATION

The preceding unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly, in accordance with accounting principals generally accepted in the United States of America, the financial position of Lamar Bancshares, Inc. and its subsidiaries as of September 30, 2004 and the results of their operations and their cash flows for the periods presented. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto included in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by MidSouth Bancorp, Inc. on August 6, 2004.

The results of operations for the nine-month period ended September 30, 2004 are not necessarily indicative of the results to be expected for the entire year.

Annex B

SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

     The following tables present unaudited pro forma condensed combined financial statements for MidSouth Bancorp, Inc. after giving effect to the completion of MidSouth Bancorp Inc.’s acquisition of Lamar Bancshares, Inc., with respect to the unaudited pro forma combined statement of condition as of September 30, 2004 and the related unaudited pro forma combined statements of income for the year ended December 31, 2003 and for the nine months ended September 30, 2004.

     MidSouth Bancorp, Inc. acquired all of the outstanding common stock of Lamar Bancshares, Inc. in a transaction accounted for under the purchase accounting method in accordance with accounting principles generally accepted in the United States of America. MidSouth Bancorp, Inc. paid approximately $10,780,000 in cash and issued 369,304 shares (based on an assumed market value of MidSouth Bancorp, Inc. stock of $30.91 per share) of its common stock valued at approximately $11,415,000, before consideration of issuance costs. MidSouth Bancorp, Inc. also incurred acquisition costs of approximately $171,000.

     The unaudited pro forma condensed combined financial statements give the effect of the acquisition under the purchase accounting method in accordance with accounting principles generally accepted in the United States of America. The unaudited pro forma combined financial statements of income combine the historical consolidated financial statements for MidSouth Bancorp, Inc. and Lamar Bancshares, Inc.

     The information as of September 30, 2004 and for the year ended December 31, 2003 and the nine months ended September 30, 2004 is derived from:

• the unaudited consolidated financial statements of Lamar Bancshares, Inc. for the nine months ended September 30, 2004, which are included elsewhere in this Form 8-K/A;

• the audited consolidated financial statements of Lamar Bancshares, Inc. for the year ended December 31, 2003, including the related notes, which are included in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by MidSouth Bancorp, Inc. on August 6, 2004;

• MidSouth Bancorp, Inc.’s unaudited consolidated financial statements for the nine months ended September 30, 2004, which are incorporated by reference into this Form 8-K/A from MidSouth Bancorp, Inc.’s Form 10-Q for the nine months ended September 30, 2004; and

• MidSouth Bancorp, Inc.’s audited consolidated financial statements for the year ended December 31, 2003, including the related notes, which are incorporated by reference into this Form 8-K/A from MidSouth Bancorp, Inc.’s Form 10-KSB for the year ended December 31, 2003, including MidSouth Bancorp, Inc.’s accompanying annual report to shareholders.

     MidSouth Bancorp, Inc. anticipates that the acquisition will provide the combined company with future financial benefits, such as reduced operating expenses and opportunities to earn more revenue. However, MidSouth Bancorp, Inc. does not reflect these anticipated cost savings and benefits in the unaudited pro forma financial information. While the unaudited pro forma financial information is helpful in showing the financial characteristics of the combined companies, it is not intended to show how the combined companies would have actually performed had they been combined throughout the periods, or how the combined companies would perform in the future. MidSouth Bancorp, Inc. has included in the unaudited pro forma financial statements all the adjustments, consisting of normal recurring adjustments believed necessary for a fair statement of results of the historical periods.

     Given the information regarding the acquisition, the actual financial position and results of operations will differ, perhaps even significantly, from the unaudited pro forma amounts reflected below because, among other things:

• assumptions used in preparing the unaudited pro forma condensed combined financial statements may be revised in the future due to changes in values of assets, including the finalization of the calculation of the core deposit intangible asset and changes in operating results between the dates of the unaudited pro forma financial information and the date on which the acquisition is completed; and

• adjustments may need to be made to the unaudited historical financial information upon which such pro forma information was based.

MidSouth Bancorp, Inc.
Unaudited Pro Forma Combined Statement of Condition
(Dollars in thousands except share data)
As of September 30, 2004

	Historical			Historical			Historical			Pro Forma			Pro Forma
	MidSouth			Lamar			Combined			Adjustments			Combined
ASSETS
Cash and due from banks	$	11,616		$	4,817		$	16,433					$	16,433
Federal funds sold		21,600			600			22,600			(10,951	)(1)		11,249
Total cash and cash equivalents		33,216			5,417			38,633						27,682
Interest-bearing deposits in banks		11						11						11
Securities available-for-sale		135,137			20,705			155,842						155,842
Securities held-to-maturity		23,133						23,133						23,133
Loans, net		291,113			80,800			371,913			604	(1)		372,517
Bank premises and equipment, net		12,553			2,756			15,309			2,111	(1)		17,420
Other real estate owned, net		86						86						86
Accrued interest receivable		3,225			482			3,707						3,707
Goodwill, net		432			1,430			1,862			(1,430	)(1)		9,677
											9,245	(1)
Intangibles		509						509			1,093	(1)		1,602
Other assets		2,816			4,186			7,002						7,002
TOTAL ASSETS	$	502,231		$	115,776		$	618,007		$	672		$	618,679
LIABILITIES & STOCKHOLDERS’ EQUITY
Deposits:
Non-interest bearing	$	100,296		$	21,162		$	121,458					$	121,458
Interest bearing		343,454			75,569			419,023			426	(1)		419,449
Total deposits		443,750			96,731			540,481			426	(1)		540,907
Securities sold under repurchase agreements		5,213						5,213						5,213
Other liabilities		1,710			6,903			8,613			1,065	(1)		9,678
Junior subordinated debentures		15,000						15,000						15,000
Total liabilities		465,673			103,634			569,307			1,491			570,798
Stockholders’ Equity:
Common stock		322			245			567			37	(1)	$	359
											(245	)(1)
Surplus		18,992			3,022			22,014			11,286	(1)		30,278
											(3,022	)(1)
Unearned ESOP shares		(69	)					(69	)					(69	)
Unrealized (losses) gains on securities available-for-sale, net of tax		803			(102	)		701			102	(1)		803
Retained earnings		17,257			10,261			27,518			(10,261	)(1)		17,257
Treasury stock		(747	)		(1,284	)		(2,031	)		1,284	(1)		(747	)
TOTAL STOCKHOLDERS’ EQUITY		36,558			12,142			48,700			(819	)		47,881
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	502,231		$	115,776		$	618,007		$	672		$	618,679

See accompanying notes to unaudited pro forma condensed combined financial statements.

MidSouth Bancorp, Inc.
Unaudited Pro Forma Combined Statement of Income
Nine Months Ended September 30, 2004
(Dollars in thousands except share data)

	Historical		Historical		Historical		Pro Forma			Pro Forma
	MidSouth		Lamar		Combined		Adjustments			Combined
INTEREST INCOME:
Loans, including fees	$	15,448	$	3,548	$	18,996				$	18,996
Securities
Taxable		2,007		730		2,737					2,737
Nontaxable		1,742				1,742					1,742
Federal funds sold		98		25		123		(28	)(2)		95
TOTAL		19,295		4,303		23,598		(28	)		23,570
INTEREST EXPENSE:
Deposits		3,203		703		3,906					3,906
Securities sold under repurchase agreements, federal funds purchased and advances		60		7		67					67
Long term debt		541				541		260	(3)		801
TOTAL		3,804		710		4,514		260			4,774
NET INTEREST INCOME		15,491		3,593		19,084		(288	)		18,796
PROVISION FOR LOAN LOSSES		670		155		825					825
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		14,821		3,438		18,259		(288	)		17,971
OTHER OPERATING INCOME:
Service charges on deposits		4,665		1,209		5,874					5,874
Gains on securities, net		132		56		188					188
Credit life insurance		79				79					79
Other charges and fees		1,415		657		2,072					2,072
TOTAL OTHER INCOME		6,291		1,922		8,213					8,213
NON INTEREST EXPENSES:
Salaries and employee benefits		6,829		2,268		9,097					9,097
Occupancy expense		3,003		599		3,602					3,602
Other		4,069		1,609		5,678		285	(4)		5,963
TOTAL OTHER EXPENSES		13,901		4,476		18,377		285			18,662
INCOME BEFORE INCOME TAXES		7,211		884		8,095		(573	)		7,522
PROVISION FOR INCOME TAXES		1,851				1,851		106	(5)		1,957
NET INCOME	$	5,360	$	884	$	6,244	($	679	)	$	5,565
EARNINGS PER SHARE:
Basic	$	1.68								$	1.57
Diluted	$	1.61								$	1.50
SHARES USED IN COMPUTATON OF EARNINGS PER SHARE
Basic		3,186,058									3,555,058
Diluted		3,329,397									3,698,397

See accompanying notes to unaudited pro forma condensed combined financial statements.

MidSouth Bancorp, Inc.
Unaudited Pro Forma Combined Statement of Income
Year Ended December 31, 2003
(Dollars in thousands except share data)

	Historical		Historical		Historical		Pro Forma			Pro Forma
	MidSouth		Lamar		Combined		Adjustments			Combined
INTEREST INCOME:
Loans, including fees	$	19,828	$	5,052	$	24,880				$	24,880
Securities
Taxable		2,323		1,096		3,419					3,419
Nontaxable		2,015				2,015					2,015
Federal funds sold		64		47		111		(37	)(2)		74
TOTAL		24,230		6,195		30,425		(37	)		30,388
INTEREST EXPENSE:
Deposits		3,879		1,280		5,159					5,159
Securities sold under repurchase agreements, federal funds purchased and advances		66				66					66
Long term debt		734				734		347	(3)		1,081
TOTAL		4,679		1,280		5,959		347			6,306
NET INTEREST INCOME		19,551		4,915		24,466		(384	)		24,082
PROVISION FOR LOAN LOSSES		550		277		827					827
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		19,001		4,638		23,639		(384	)		23,255
NON INTEREST INCOME:
Service charges on deposits		5,273		1,683		6,956					6,956
Gains on securities, net		98				98					98
Credit life insurance		165				165					165
Other charges and fees		2,061		998		3,059					3,059
TOTAL OTHER INCOME		7,597		2,681		10,278					10,278
NON INTEREST EXPENSES:
Salaries and employee benefits		8,649		2,888		11,537					11,537
Occupancy expense		3,882		790		4,672					4,672
Other		5,440		1,721		7,161		380	(4)		7,541
TOTAL OTHER EXPENSES		17,971		5,399		23,370		380			23,750
INCOME BEFORE INCOME TAXES		8,627		1,920		10,547		(764	)		9,783
PROVISION FOR INCOME TAXES		2,294				2,294		393	(5)		2,687
NET INCOME	$	6,333	$	1,920	$	8,253	($	1,157	)	$	7,096
EARNINGS PER SHARE:
Basic	$	1.99								$	2.00
Diluted	$	1.91								$	1.93
SHARES USED IN COMPUTATION OF EARNINGS PER SHARE
Basic		3,174,880									3,543,880
Diluted		3,308,166									3,677,166

See accompanying notes to unaudited pro forma condensed combined financial statements.

MidSouth Bancorp, Inc and Subsidiaries
Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

A.	ACQUISITION OF LAMAR BANCSHARES, INC. AND SUBSIDIARIES
	MidSouth Bancorp, Inc. acquired all of the outstanding common stock of Lamar Bancshares, Inc. in a transaction accounted for under the purchase accounting method in accordance with accounting principles generally accepted in the United States of America. MidSouth Bancorp, Inc. paid approximately $10,780,000 in cash and issued 369,304 shares (based on an assumed market value of MidSouth Bancorp, Inc. stock of $30.91 per share) of its common stock valued at approximately $11,415,000, before consideration of issuance costs. MidSouth Bancorp, Inc. also incurred acquisition costs of approximately $171,000.
B.	KEY TO PRO FORMA ADJUSTMENTS

1) To record the issuance of common stock, the payment of cash to the Lamar Bancshares, Inc. stockholders and for acquisition costs, the adjustment of Lamar Bancshares, Inc.’s assets and liabilities to fair value, and the elimination of the Lamar Bancshares, Inc. equity accounts:

Cash paid to Lamar Bancshares, Inc.’s stockholders	(10,780	)
Cash paid for acquisition costs	(171	)
To record increase to estimated fair value of Lamar Bancshares, Inc.’s loans	604
To record increase to estimated fair value of Lamar Bancshares, Inc.’s bank premises	2,111
To record increase to estimated fair value of Lamar Bancshares, Inc.’s deposits	(426	)
To record estimated fair value of the core deposit intangible of Lamar Bancshares, Inc.	1,093
To eliminate preacquisition goodwill on Lamar Bancshares, Inc.’s financial statements	(1,430	)
To record goodwill relating to acquisition	9,245
To record estimated deferred income taxes	(1,065	)
To record the par value of MidSouth Bancorp, Inc. common stock to be issued to the Lamar Bancshares, Inc. shareholders	37
To record the excess of fair value over par value of MidSouth Bancorp, Inc. common stock to be issued to the Lamar Bancshares, Inc. shareholders	11,286
Common stock-par value-Lamar	(245	)
Additional paid in capital-Lamar	(3,022	)
Unrealized gain on securities available for sale-Lamar	102
Retained earnings-Lamar	(10,261	)
Treasury stock-Lamar	1,284

2) To record effect of interest income not earned on funds used in Lamar Bancshares, Inc. acquisition less proceeds from issuance of trust preferred stock at an average rate of 1.25%:

Nine months ended September 30, 2004	28
Year ended December 31, 2003	37

3) To record interest expense on trust preferred stock at an average rate of 4.34%:

Nine months ended September 30, 2004	260
Year ended December 31, 2003	347

4) To record estimated amortization of core deposit intangible and write-up on loans and deposits using accelerated method and an estimated life of ten years:

Nine months ended September 30, 2004	285
Year ended December 31, 2003	380

5) To record income taxes relating to (1) the historic income of Lamar Bancshares, Inc. which was not subject to income taxes due to Lamar Bancshares, Inc. election under subchapter S and (2) the effect of adjustments 2, 3 and 4 above:

Nine months ended September 30, 2004	106
Year ended December 31, 2003	393