8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  January 8, 2004

THE SOUTHERN BANC COMPANY, INC.

(Exact name of registrant as specified in charter)

Delaware	1-13964	63-1146351
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
221 S. 6th Street, Gadsden, Alabama		35901-4102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:    (256) 543-3860    

ITEM 5.  THER EVENTS.

On December 9, 2003, The Southern Banc Company, Inc. (the “Company”) filed an application with the Securities and Exchange Commission (the “Commission”) to withdraw the Company’s common stock from listing and registration on the American Stock Exchange. On January 7, 2004, the Commission ordered that the application be granted, effective at the opening of business on January 8, 2004.

The Company will continue to voluntarily submit reports to the Commission under the Securities Exchange Act of 1934 until the Board of Directors determines whether to terminate the Company’s filings.

On January 8, 2004, the Company issued a press release attached as Exhibit 99.1 to this Current Report on Form 8-K announcing this event. The information contained in the press release is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.

99.1    Press Release of the Company dated January 8, 2004 regarding voluntary filing to delist its shares.

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.

	THE SOUTHERN BANC COMPANY, INC.
Date:   January 8, 2004	By:	/s/ Gates Little
		Gates Little   Chairman of the Board,   President and Chief Executive   Officer

EX-99.1

EXHIBIT 99.1

THE SOUTHERN BANC COMPANY, INC.

DELISTS ITS SHARES

GADSDEN, ALABAMA, January 8, 2004 – The Southern Banc Company, Inc. announced today that its application to voluntarily delist its common shares from trading on the American Stock Exchange has been approved by the Securities and Exchange Commission, effective at the opening of business today.

In approving this action, the Company’s Board of Directors determined that it would be in the best interests of the Company and its stockholders to delist. The Board considered several factors, including the following: (a) the Company has a limited number of stockholders of record, (b) the costs associated with maintaining the Company’s status as a listed company, (c) the limited volume of trading of the shares, and (d) no analysts currently cover the Company and its shares.

The Board of Directors determined that the costs of remaining a listed company outweigh the benefits. Due to the Company’s small number of stockholders and limited trading volume, it has not enjoyed many of the traditional benefits of being an exchange-listed company. The cost reductions associated with delisting are expected to make the Company more profitable and bring more long-term value to its stockholders.

Subsequent to delisting, the Company’s common stock is expected to commence trading in the over-the-counter market on the OTC Bulletin Board^® (OTCBB) under the symbol “SRNN.” Sterne, Agee & Leach, Inc. has agreed to use its best efforts to make a market in the common stock, as long as the volume of trading and certain other market making considerations justify such activity.

The Board of Directors will consider terminating the Company’s reports to the SEC. The Company will continue to voluntarily submit annual, quarterly and other periodic reports under the Securities Exchange Act of 1934 until a determination regarding termination of the Company’s reports is made.

The Company wants to provide stockholders and investors with meaningful and useful information. Therefore, this press release may contain forward-looking information, describing the Company’s belief concerning future events or business conditions, and the outlook of the Company based on currently available information. These forward-looking statements are subject to risks and uncertainties which could cause actual events or the Company’s actual results or performance to differ materially from those expressed in these statements. Readers are encouraged to read the Company’s Annual Report on Form 10-KSB and its other reports filed with the Securities and Exchange Commission for a more complete description of these factors. The Company assumes no obligation to update the information contained in this press release.

For further information, contact Gates Little, Chairman of the Board, President and Chief Executive Officer, at (256) 543-3860.