UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: ~~JUNE~~SEPTEMBER 30, 2011 -------------------------

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER:	000-50224
	------------------

SECURITY CAPITAL CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MISSISSIPPI	64-0681198
(STATE OF INCORPORATION)	(I. R. S. EMPLOYER IDENTIFICATION NO.)

295 HIGHWAY 6 WEST/ P. O. BOX 690
BATESVILLE, MISSISSIPPI	38606
--------------------------------------------------------	----------------------------------------------------------
(ADDRESS OF PRINCIPAL	(ZIP CODE)
EXECUTIVE OFFICES)

662-563-9311

(ISSUER’S TELEPHONE NUMBER, INCLUDING AREA CODE)

NONE

(FORMER NAME, ADDRESS AND FISCAL YEAR, IF CHANGED SINCE LAST REPORT

INDICATE BY CHECK MARK WHETHER THE ISSUER: (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.

[ X ] YES [ ] NO

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER, AN ACCELERATED FILER OR A NON-ACCELERATED FILER. SEE DEFINITION OF “ACCELERATED FILER AND LARGE ACCELERATED FILER” IN RULE 12B-2 OF THE EXCHANGE ACT. (CHECK ONE):

LARGE ACCELERATED FILER [ ] ACCELERATED FILER [ X ] NON-ACCELERATED FILER [ ]

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT.)

[ ] YES [ X ] NO

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER’S CLASSES OF COMMON STOCK AS OF ~~JUNE~~SEPTEMBER 30, 2011.

TITLE	OUTSTANDING
COMMON STOCK, $5.00 PAR VALUE	2,883,309

SECURITY CAPITAL CORPORATION

FORM 10-Q

~~SECOND~~THIRD QUARTER 2011 INTERIM FINANCIAL STATEMENTS

TABLE OF CONTENTS
PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets
	June 30, 2011 (unaudited) and December 31, 2010
	September 30, 2011 (unaudited) and December 31, 2010
	Consolidated Statements of Income
	Six months and three months ended June 30, 2011 and 2010 (unaudited)
	Nine months and three months ended September 30, 2011 and 2010 (unaudited)
	Consolidated Statements of Comprehensive Income
	Six months and three months ended June 30, 2011 and 2010 (unaudited)
	Nine months and three months ended September 30, 2011 and 2010 (unaudited)
	Consolidated Statements of Cash Flows
	Six months ended June 30, 2011 and 2010 (unaudited)
	Nine months ended September 30, 2011 and 2010 (unaudited)
	Notes to Consolidated Financial Statements (unaudited)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures about Market Risk
Item 4.	Controls and Procedures
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 2.	Changes in Securities
Item 3.	Defaults upon Senior Securities
Item 4.	Submission of Matters to a Vote of Security Holders
Item 5.	Other Information
Item 6.	Exhibits and Reports on Form 8-K

PART 1 – FINANCIAL INFORMATION

ITEM NO. 1

CONSOLIDATED FINANCIAL STATEMENTS

SECURITY CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(dollar amounts presented in thousands)
	(Unaudited)
	June 30,			Dec. 31,
	Sept. 30,			Dec. 31,
	2011			2010
ASSETS
Cash and due from banks	$	2221,~~574~~523		$	14,822
Interest-bearing deposits with banks		46,~~655~~855			442
Total cash and cash equivalents		2728,~~229~~378			15,264
Federal funds sold		1419,~~270~~290			31,270
Certificates of deposit with other banks		1,538			1,778
Securities available-for-sale		~~139~~127,~~798~~343			124,447
Securities held-to-maturity, estimated fair value of		4548,~~564~~341			33,095
$45,549 in 2011 and $32,541 in 2010
$48,436 in 2011 and $32,541 in 2010
Securities, other		1,~~935~~937			1,933
Total securities		~~187~~177,~~297~~621			159,475
Loans, less allowance for loan losses of
$5,377 in 2011 and $4,477 in 2010		243,461			243,287
$4,128 in 2011 and $4,477 in 2010		235,425			243,287
Interest receivable		3,~~046~~395			2,902
Premises and equipment		22,~~880~~714			22,922
Other real estate		1923,~~679~~949			20,272
Intangible assets		3,874			3,874
Cash surrender value of life insurance		6,~~772~~829			6,650
Customers' liability acceptances		31,~~537~~548			1,142
Other assets		32,~~102~~791			3,646
Total Assets	$	~~536~~527,~~685~~352		$	512,482
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Noninterest-bearing deposits	$	7682,~~735~~880		$	74,022
Time deposits of $100,000 or more		7271,~~533~~133			80,885
Other interest-bearing deposits		~~279~~267,~~751~~003			253,836
Total deposits		~~429~~421,~~019~~016			408,743
Interest payable		~~241~~222			419
Acceptances outstanding		31,~~537~~548			1,142
Borrowed funds		25,~~427~~252			26,970
Other liabilities		4,~~719~~767			3,295
Total Liabilities		~~462~~452,~~943~~805			440,569
Shareholders' equity:
Preferred stock - $1,000 par value, 25,000 shares
authorized, 17,910 shares issued		17,~~868~~910			17,742
Common stock - $5 par value, 10,000,000 shares
authorized, 2,890,811 shares issued		14,454			14,454
Surplus		38,520			40,733
Retained earnings (deficit)		~~776~~956			(2,214	)
Accumulated other comprehensive income		2,~~162~~745			1,236
Treasury stock, at par, 7,502 shares in 2011 and
7,602 shares in 2010		(38	)		(38	)
Total Shareholders' Equity		7374,~~742~~547			71,913
Total Liabilities and Shareholders' Equity	$	~~536~~527,~~685~~352		$	512,482

SECURITY CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(dollar amounts presented in thousands)

(Unaudited)

For the three months

For the ~~six~~nine months

ended June 30,

ended Sept. 30,

2011

2010

2011

2010

INTEREST INCOME

Interest and fees on loans

3,~~510~~546

3,~~857~~832

610,~~978~~524

711,~~581~~413

Interest and dividends on securities

1,~~210~~188

1,~~168~~150

23,~~358~~546

23,~~303~~453

Federal funds sold

1210

1416

3040

2440

Other

1112

715

1527

Total interest income

4,~~738~~752

5,~~050~~010

914,~~373~~125

914,~~923~~933

INTEREST EXPENSE

Interest on deposits

~~560~~464

~~826~~787

1,~~164~~628

12,~~688~~475

Interest on borrowings

~~257~~255

~~274~~273

~~432~~687

~~463~~736

Total interest expense

~~817~~719

1,~~100~~060

12,~~596~~315

23,~~151~~211

Net Interest Income

34,~~921~~033

3,950

711,~~777~~810

711,~~772~~722

Provision for loan losses

1,~~076~~066

~~576~~376

12,~~506~~572

~~852~~1,228

Net interest income after provision

for loan losses

2,~~845~~967

3,~~374~~574

69,~~271~~238

610,~~920~~494

OTHER INCOME

Service charges on deposit accounts

1,~~023~~064

1,~~105~~119

13,~~994~~058

23,~~149~~268

Trust Department income

~~209~~215

~~209~~195

~~433~~648

~~440~~635

Securities net gain

~~245~~37

~~245~~282

510

Other income

~~436~~319

~~252~~439

~~835~~1,154

~~471~~910

Total other income

1,~~913~~635

1,~~571~~758

35,~~507~~142

34,~~065~~823

OTHER EXPENSES

Salaries and employee benefits

2,~~599~~538

2,~~164~~145

57,~~118~~656

46,~~787~~932

Occupancy expense

~~586~~580

~~617~~603

1,~~149~~729

1,~~220~~823

Other operating expense

1,~~075~~223

12,~~223~~428

23,~~421~~644

24,~~411~~839

Total other expenses

4,~~260~~341

45,~~004~~176

813,~~688~~029

813,~~418~~594

INCOME BEFORE PROVISION

FOR INCOME TAXES

~~498~~261

~~941~~156

1,~~090~~351

1,~~567~~723

PROVISION (BENEFIT) FOR INCOME TAXES

31(50

)

~~197~~(136

)

(555

)

~~208~~72

NET INCOME

~~467~~311

~~744~~292

1,~~095~~406

1,~~359~~651

Preferred Dividends

(~~152~~132

)

(~~280~~293

)

(~~319~~451

)

(~~569~~863

)

NET INCOME APPLICABLE TO

COMMON SHAREHOLDERS

~~315~~179

~~464~~(1

)

~~776~~955

~~790~~788

BASIC NET INCOME PER

0.1106

~~0.16~~-

0.2733

0.27

COMMON SHARE

SECURITY CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(dollar amounts presented in thousands)

(Unaudited)

For the three months

For the ~~six~~nine months

ended June 30,

ended Sept. 30,

2011

2010

2011

2010

Net income

~~467~~311

~~744~~292

1,~~095~~406

1,~~359~~651

Other comprehensive income, net of tax:

Unrealized holding gains

~~631~~583

~~429~~61

~~926~~1,509

1,~~014~~075

Comprehensive income

~~1,098~~894

~~1,173~~353

2,~~021~~915

2,~~373~~726

SECURITY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts presented in thousands)
	(Unaudited)
	Six months ended
	Nine months ended
	June 30,
	September 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME	$	1,~~095~~406		$	1,~~359~~651
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for loan losses		12,~~506~~572			~~852~~1,228
Amortization of premiums and discounts on securities, net		~~932~~1,439			~~808~~1,189
Depreciation and amortization		~~588~~870			~~607~~903
Deferred income taxes		(~~124~~821	)		-
FHLB stock dividend		(24	)		(35	)
Gain on securities		(~~245~~282	)		(510	)
(Gain) loss on sale/disposal of other assets		(~~128~~100	)		~~184~~60
Changes in:
Interest receivable		(~~144~~493	)		~~177~~(172	)
Cash value of life insurance, net		(~~116~~173	)		(~~111~~168	)
Other assets		(1,507	)		(629	)
Other real estate writedown		252			1,158
Interest payable		(178	)		(107	)
Other assets		375			(3,088	)
Other liabilities		3,377			1,565
Interest payable		(197	)		(164	)
Net cash provided by operating activities		5,054			4,697
Other liabilities		1,786			1,619
Net cash provided by operating activities		6,630			4,201
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of securities available-for-sale		(3949,~~833~~089	)		(5562,~~029~~102	)
Purchases of securities held-to-maturity		(1632,~~273~~185	)		(1421,~~568~~726	)
Proceeds from maturities and calls of securities available-for-sale		2142,~~624~~852			3452,~~788~~967
Proceeds from maturities and calls of securities held-to-maturity		316,~~620~~655			510,145
Sales of securities available-for-sale		34,~~832~~875			-
Additions to premises and equipment		(61155	)		(6974	)
Proceeds from sale of other assets		~~882~~1,313			1,~~083~~694
Purchase of bank-owned life insurance		(67	)		-
Changes in:
(Increase) decrease in loans		(~~2,670~~284	)		49,~~286~~148
Federal funds sold		1711,~~000~~980			4(16,~~885~~720	)
Certificates of deposits with other banks		240			-
Net cash used in investing activities		(113,~~645~~805	)		(1926,~~479~~668	)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid on preferred stock		(~~179~~269	)		(~~458~~799	)
Changes in:
Deposits		2012,~~276~~273			3628,~~739~~899
Reissuance of treasury stock		2			-
Repayment of debt		(2,~~247~~453	)		(2,~~390~~586	)
Proceeds from issuance of debt		~~704~~736			~~140~~226
Net cash provided by financing activities		1810,~~556~~289			3425,~~031~~740
Net increase in cash and cash equivalents		1113,~~965~~114			193,~~249~~273
Cash and cash equivalents at beginning of period		15,264			17,045
Cash and cash equivalents at end of period	$	2728,~~229~~378		$	3620,~~294~~318
Cash paid during the period for:
Interest	$	12,~~774~~512		$	23,~~258~~375
Income taxes		~~176~~308			-
Noncash activities:
Transfer of loans to other real estate and repossessed inventory	$	15,~~022~~468		$	1,~~492~~648

SECURITY CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE A – BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the ~~six~~nine months ended ~~June~~September 30, 2011, are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. For further information, please refer to the Company’s Form 10-K filed March 12, 2011, which includes the consolidated financial statements and footnotes for the year ended December 31, 2010.

NOTE B – SUMMARY OF ORGANIZATION

Security Capital Corporation (the “Company”) was incorporated September 16, 1982, under the laws of the State of Mississippi for the purpose of acquiring First Security Bank and serving as a one-bank holding company.

First Security Bank (the “Bank” or the “subsidiary Bank”) and Batesville Security Building Corporation are wholly-owned subsidiaries of the Company.

First Security Bank was originally chartered under the laws of the State of Mississippi on October 25, 1951, and engages in a wide range of commercial banking activities and emphasizes its local management, decision-making and ownership. The Bank offers a full range of banking services designed to meet the basic financial needs of its customers. These services include checking accounts, NOW accounts, money market deposit accounts, savings accounts, certificates of deposit, and individual retirement accounts. The Bank also offers a wide range of personal and corporate trust services and commercial, agricultural, mortgage and personal loans. First Security Bank has branch locations in the following Mississippi communities: Batesville, Pope, Sardis, Como, Crenshaw, Tunica, Hernando, Marks, Olive Branch, Robinsonville, Southaven and Barton.

Batesville Security Building Corporation, the non-bank subsidiary, was chartered under the laws of the State of Mississippi on June 23, 1971, generally, to deal in and manage real estate and personal property.

NOTE C – SECURITIES

A summary of amortized cost and estimated fair value of securities available-for-sale and securities held-to-maturity at ~~June~~September 30, 2011 and December 31, 2010, follows:

Securities
Amortized Cost and Fair Values
			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
	(In thousands)
June 30, 2011
September 30, 2011
Securities available-for-sale:
U. S. Government agencies	$	3013,~~546~~683	$	~~124~~64	$	4-	$	3013,~~666~~747
Mortgage-backed securities		3634,~~079~~638		12,~~922~~140		13		3836,~~000~~775
State and local political subdivisions		6974,~~721~~640		12,~~496~~235		~~103~~60		7176,~~114~~815
Other equity securities		4		142		-		186
	$	~~136~~122,~~350~~965	$	34,~~556~~441	$	~~108~~63	$	~~139~~127,~~798~~343
Securities held-to-maturity:
U. S. Government agencies	$	35,~~123~~021	$	3672	$	6115	$	35,~~098~~078
State and local political subdivisions		1013,~~441~~320		1052		-14		1013,~~451~~358
	$	4548,~~564~~341	$	46124	$	6129	$	4548,~~549~~436
December 31, 2010
Securities available-for-sale:
U. S. Government agencies	$	21,242	$	51	$	143	$	21,150
Mortgage-backed securities		41,733		1,688		112		43,309
State and local political subdivisions		59,497		929		451		59,975
Other equity securities		4		9		-		13
	$	122,476	$	2,677	$	706	$	124,447
Securities held-to-maturity:
U. S. Government agencies	$	25,578	$	5	$	600	$	24,983
State and local political subdivisions		7,517		84		43		7,558
	$	33,095	$	89	$	643	$	32,541

The details concerning securities classified as available-for-sale and held-to-maturity with unrealized losses as of ~~June~~September 30, 2011 and December 31, 2010, were as follows:

Securities
Unrealized Losses < and > 12 Months
Available-for-Sale
	Losses < 12 Months				Losses 12 Months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
June 30, 2011
September 30, 2011
U. S. Government
agencies	$	~~2,997~~-	$	4-	$	-	$	-	$	~~2,997~~-	$	4-
Mortgage-backed
securities		1,~~668~~645		13		-		-		1,~~668~~645		13
State and local political
subdivisions		128,~~675~~744		~~103~~60		-		-		128,~~675~~744		~~103~~60
	$	1710,~~340~~389	$	~~108~~63	$	-	$	-	$	1710,~~340~~389	$	~~108~~63
December 31, 2010
U. S. Government
agencies	$	8,924	$	143	$	-	$	-	$	8,924	$	143
Mortgage-backed
securities		11,524		112		-		-		11,524		112
State and local political
subdivisions		17,202		369		1,236		82		18,438		451
	$	37,650	$	624	$	1,236	$	82	$	38,886	$	706
Held-to-Maturity
	Losses < 12 Months				Losses 12 Months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses *		Value		Losses
June 30, 2011
September 30, 2011
U. S. Government
agencies	$	118,~~564~~512	$	6115	$	-503	$	-	$	119,~~564~~015	$	6115
State and local political
subdivisions		-1,643		-14		-		-		-1,643		-14
	$	1110,~~564~~155	$	6129	$	-503	$	-	$	1110,~~564~~658	$	6129
December 31, 2010
U. S. Government
agencies	$	19,675	$	600	$	-	$	-	$	19,675	$	600
State and local political
subdivisions		2,144		43		-		-		2,144		43
	$	21,819	$	643	$	-	$	-	$	21,819	$	643
*Due to rounding and nominal values, a loss value may not be reflected.

NOTE D - LOANS

Loans
Major Classifications
Major classifications of loans were as follows:
	June 30,			December 31,
	September 30,			December 31,
	2011			2010
	(In thousands)
Commercial, financial and agricultural	$	4142,~~987~~003		$	33,347
Real estate - construction and development		5752,~~749~~731			56,673
Real estate - mortgage		~~126~~123,~~897~~152			134,964
Installment loans to individuals		20,~~832~~525			20,186
Other		1,~~373~~142			2,594
		248,838			247,764
		239,553			247,764
Less allowance for loan losses		(54,~~377~~128	)		(4,477	)
	$	~~243~~235,~~461~~425		$	243,287

Activity in the allowance for loan losses for the period indicated is as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended Sept. 30,

Nine Months Ended Sept. 30,

2011

2010

2011

2010

(In thousands)

Balance at beginning of period

45,~~809~~377

43,~~143~~710

4,477

4,352

Provision for loan losses

1,~~076~~066

~~576~~376

12,~~506~~572

~~852~~1,228

Loans charged-off

(~~631~~2,462

)

(~~1,176~~546

)

(~~931~~3,393

)

(12,~~887~~433

)

Recoveries on loans previously charged-off

~~123~~147

~~167~~168

~~325~~472

~~393~~561

Balance at end of period

54,~~377~~128

3,~~710~~708

54,~~377~~128

3,~~710~~708

The following table provides the ending balances in the Company’s loans and allowance for loan losses, broken down by portfolio segment as of ~~June~~September 30, 2011 and December 31, 2010. The table also provides additional detail as to the amount of our loans and allowance that corresponds to individual versus collective impairment evaluation. The impairment evaluation corresponds to the Company’s systematic methodology for estimating its Allowance for Loan Losses.

June 30, 2011

September 30, 2011

Installment

Commercial,

and

Financial

Real Estate

Other

and Agriculture

Total

(In thousands)

Loans

Individually evaluated

1430,~~986~~946

28-

~~427~~240

1531,~~441~~186

Collectively evaluated

~~169~~144,~~660~~937

2221,~~177~~667

41,~~560~~763

~~233~~208,~~397~~367

Total

~~184~~175,~~646~~883

2221,~~205~~667

4142,~~987~~003

~~248~~239,~~838~~553

Allowance for Loan Losses

Individually evaluated

32,~~155~~177

24-

32,~~180~~177

Collectively evaluated

1,~~517~~290

~~383~~361

~~297~~300

21,~~197~~951

Total

43,~~672~~467

~~384~~361

~~321~~300

54,~~377~~128

December 31, 2010
			Installment		Commercial,
			and		Financial
	Real Estate		Other		and Agriculture		Total
	(In thousands)
Loans
Individually evaluated	$	44,284	$	28	$	950	$	45,262
Collectively evaluated		147,359		22,752		32,391		202,502
Total	$	191,643	$	22,780	$	33,341	$	247,764

Allowance for Loan Losses
Individually evaluated	$	2,870	$	1	$	8	$	2,879
Collectively evaluated		1,136		215		247		1,598
Total	$	4,006	$	216	$	255	$	4,477

At ~~June~~September 30, 2011, and December 31, 2010, ~~loans~~loan lines of $250,000 and greater, rated substandard or lower, were analyzed for impairment. The following is a summary comparison of the analysis for impairment.

	June 30,		December 31,
	September 30,		December 31,
	2011		2010
	(In thousands)
Loans analyzed for impairment
without a valuation allowance	$	222,~~790~~531,~~990~~089	$	28,171,248
Loans analyzed for impairment
with a valuation allowance		128,~~649~~655,~~950~~283		17,090,793
Total impaired loans	$	1531,~~440~~186,~~940~~372	$	45,262,041
Valuation allowance related to impaired loans	$	32,~~180~~177,~~352~~000	$	2,879,000

The following table provides additional detail of ~~loans~~loan lines of $250,000 and greater, rated substandard or lower which were analyzed for impairment and reflects the breakdown according to class as of ~~June~~September 30, 2011, and December 31, 2010. The recorded investment included in the following table represents customer balances net of any partial charge-offs recognized on the loans, net of any deferred fees and costs. As a majority of these loans at ~~June~~September 30, 2011, and December 31, 2010, are on nonaccrual status, the recorded investment excludes any insignificant amount of accrued interest receivable on loans 90 days or more past due and still accruing. The unpaid balance represents the recorded balance prior to any partial charge-offs.

June 30, 2011
September 30, 2011
							Average		Interest
							Recorded		Income
	Recorded		Unpaid		Related		Investment		Recognized
	Investment		Balance		Allowance		YTD		YTD
	(In thousands)
Loans analyzed for
Impaired loans with
impairment with
no related allowance:
Commercial, financial, and agricultural	$	~~159~~240	$	~~159~~240	$	-	$	~~168~~205	$	49
Real estate-construction and development		~~472~~17,242		~~472~~17,242		-		~~471~~16,936		2521
Real estate-mortgage		25,~~160~~049		25,~~160~~710		-		25,~~164~~034		48100
Installment loans and other		-		-		-		-		-
Total	$	222,~~791~~531	$	223,~~791~~192	$	-	$	222,~~803~~175	$	54630
Loans analyzed for
Impaired loans with
impairment with
a related allowance:
Commercial, financial, and agricultural	$	~~268~~-	$	~~288~~-	$	24-	$	~~268~~-	$	-
Real estate-construction and development		86,~~330~~976		86,~~330~~976		21,~~186~~583		87,~~272~~074		13133
Real estate-mortgage		41,~~024~~679		41,~~485~~679		~~969~~594		41,~~039~~223		2054
Installment loans and other		28-		28-		1-		28-		-
Total	$	128,~~650~~655	$	138,~~131~~655	$	32,~~180~~177	$	128,~~607~~297	$	33187
Total loans analyzed for
Total Impaired Loans
impairment:
Commercial, financial, and agricultural	$	240	$	240	$	-	$	205	$	9
Commercial, financial, and agricultural	$	427	$	447	$	24	$	436	$	4
Real estate-construction and development		24,218		24,218		1,583		24,010		654
Real estate-construction and development		8,802		8,802		2,186		8,743		15
Real estate-mortgage		6,728		7,389		594		6,257		154
Real estate-mortgage		6,184		6,645		969		6,203		68
Installment loans and other		-		-		-		-		-
Installment loans and other		28		28		1		28		-
Total Impaired Loans	$	31,186	$	31,847	$	2,177	$	30,472	$	817
Total Impaired Loans	$	15,441	$	15,922	$	3,180	$	15,410	$	87

December 31, 2010
							Average		Interest
							Recorded		Income
	Recorded		Unpaid		Related		Investment		Recognized
	Investment		Balance		Allowance		YTD		YTD
	(In thousands)
Impaired loans with
no related allowance:
Commercial, financial, and agricultural	$	623	$	623	$	-	$	580	$	29
Real estate-construction and development		17,886		17,886		-		20,360		762
Real estate-mortgage		9,662		9,662		-		9,759		377
Installment loans and other		-		-		-		-		-
Total	$	28,171	$	28,171	$	-	$	30,699	$	1,168
Impaired loans with
a related allowance:
Commercial, financial, and agricultural	$	327	$	347	$	8	$	338	$	12
Real estate-construction and development		12,030		12,030		1,667		10,788		364
Real estate-mortgage		4,706		4,982		1,203		4,784		192
Installment loans and other		28		28		1		31		1
Total	$	17,091	$	17,387	$	2,879	$	15,941	$	569
Total Impaired Loans
Commercial, financial, and agricultural	$	950	$	970	$	8	$	918	$	41
Real estate-construction and development		29,916		29,916		1,667		31,148		1,126
Real estate-mortgage		14,368		14,644		1,203		14,543		569
Installment loans and other		28		28		1		31		1
Total Impaired Loans	$	45,262	$	45,558	$	2,879	$	46,640	$	1,737

The following table is summary of nonaccrual loans and loans past due 90 days still on accrual status:
	June 30,		December 30,
	September 30,		December 31,
	2011		2010
	(In thousands)
Nonaccrual loans	$	146,~~006~~176	$	9,584
Loans past due over 90 days still on accrual	$	3119	$	63

The following table is a summary of interest recognized and cash-basis interest earned on impaired loans:
	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Average of individually impaired loans
during period	$	1530,~~379~~518	$	3545,~~733~~186	$	1530,~~410~~472	$	4341,~~824~~008
Interest income recognized during
impairment	$	-531	$	-	$	87817	$	-
Cash-basis interest income recognized	$	68287	$	-	$	~~107~~823	$	-

The following table summarizes by class the Company’s loans classified as past due in excess of 30 days or more in addition to those loans classified as non-accrual:

June 30, 2011

September 30, 2011

90 Days +

30-89

Past Due

Days Past

and Still

Non-Accrual

Total

Due

Accruing

Loans

Past Due

Loans

(In thousands)

Commercial, financial

~~384~~225

-2

~~314~~57

~~698~~284

4142,~~987~~003

and agricultural

Real estate - construction

and development

~~1,304~~814

83,~~760~~629

104,~~064~~443

5752,~~749~~731

Real estate - mortgage

34,~~706~~063

-115

42,~~788~~358

86,~~494~~536

~~126~~123,~~897~~152

Installment loans to individuals

~~856~~848

~~144~~125

~~1,000~~973

20,~~832~~525

Other

80130

-7

83139

1,~~373~~142

Total

6,~~330~~080

3119

146,~~006~~176

2012,~~339~~375

~~248~~239,~~838~~553

December 31, 2010
			90 Days +
		30-89	Past Due
	Days Past		and Still		Non-Accrual		Total		Total
	Due		Accruing		Loans		Past Due		Loans
	(In thousands)

Commercial, financial	$	238	$	29	$	326	$	593	$	33,347
and agricultural
Real estate - construction
and development		1,016		-		3,856		4,872		56,673
Real estate - mortgage		2,070		-		5,237		7,307		134,964
Installment loans to individuals		842		-		165		1,007		20,186
Other		67		34		-		101		2,594
Total	$	4,233	$	63	$	9,584	$	13,880	$	247,764

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company uses the following definitions for risk ratings, which are consistent with the definitions used in supervisory guidance:

Special Mention: Loans classified as special mention have a potential weakness that deserves management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution's credit position at some future date.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

As of ~~June~~September 30, 2011, and December 31, 2010, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

June 30, 2011

September 30, 2011

Real Estate

Installment

Commercial &

Real Estate

and

Financial

Development

Mortgage

Other

and Agriculture

Total

(In thousands)

Pass

19,~~379~~557

9895,~~412~~871

2120,~~070~~690

3135,~~007~~285

~~169~~171,~~868~~403

Special Mention

87,~~187~~812

1210,~~340~~921

~~675~~549

95,~~703~~360

3024,~~905~~642

Substandard

3025,~~183~~362

16,~~150~~365

~~461~~429

1,~~280~~359

4843,~~074~~515

Doubtful

Subtotal

5752,~~749~~731

~~126~~123,~~902~~157

2221,~~206~~668

4142,~~990~~004

~~248~~239,~~847~~560

Less: Unearned

Discount

Loans, net of

unearned discount

5752,~~749~~731

~~126~~123,~~897~~152

2221,~~205~~667

4142,~~987~~003

~~248~~239,~~838~~553

December 31, 2010

	Real Estate				Installment		Commercial,
	Commercial &		Real Estate		and		Financial
	Development		Mortgage		Other		and Agriculture		Total
	(In thousands)
Pass	$	15,545	$	107,179	$	21,514	$	24,098	$	168,336
Special Mention		10,261		10,329		643		7,811		29,044
Substandard		30,867		17,456		623		1,443		50,389
Doubtful		-		-		-		-		-
Subtotal		56,673		134,964		22,780		33,352		247,769
Less: Unearned
Discount		-		-		-		5		5
Loans, net of
unearned discount	$	56,673	$	134,964	$	22,780	$	33,347	$	247,764

Troubled Debt Restructurings

The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions below market interest rates compared to debt with similar characteristics, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses. Effective July 1, 2011, the Company adopted the provisions of Accounting Standards Update (“ASU”) No. 2011-02, “Receivables (Topic 310) - A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” As such, the Company reassessed all loan modifications occurring since January 1, 2011 for identification as troubled debt restructurings.

The book balance of troubled debt restructurings at September 30, 2011 and December 31, 2010 was $557 thousand and $308 thousand, respectively. Approximately, $28 thousand and $0 in specific reserves have been established with respect to these loans as of September 30, 2011 and December 31, 2010, respectively. As of September 30, 2011 and December 31, 2010, the Company had no additional amounts committed on any loan classified as a troubled debt restructuring.

During the period ending September 30, 2011, the terms of two loans were modified in troubled debt restructurings. The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; an extension of maturity and change in payment terms; or a permanent reduction of the recorded investment in the loan.

No modifications involving a reduction of the stated interest rate were made during the period ended September 30, 2011. The modifications on the two loans involve restructuring the payment schedule to require an interest only payment at the end of the initial three months, interest only for the next three monthly payments and then a reinstatement of the original payment schedule thereafter.

The following tables present loans by class modified as troubled debt restructurings

Three Months ending September 30, 2011

Number

Pre-Modification

Post-Modification

Outstanding Recorded

Troubled Debt Restructurings

Loans

Investment

Commercial and Residential Loans

557

Construction Loans

Commercial Loans

Consumer Loans

Other

Total

557

Nine Months ending September 30, 2011

Number

Pre-Modification

Post-Modification

Outstanding Recorded

Troubled Debt Restructurings

Loans

Investment

Commercial and Residential Loans

557

Construction Loans

Commercial Loans

Consumer Loans

Other

Total

557

NOTE E – EARNINGS PER COMMON SHARE

Basic per share data is calculated based on the weighted average number of common shares outstanding during the reporting period. Diluted per share data includes any dilution from potential common stock outstanding, such as the exercise of stock options. For the periods presented below, there were no potential dilutive common shares. All weighted average, actual shares or per share information in the financial statements have been adjusted retroactively for the effect of stock dividends.

For the Three Months Ended

June 30, 2011

September 30, 2011

Basic income

applicable to

common

shareholders

Per Share

(Numerator)

(Denominator)

Data

Basic per Share

~~314~~179,~~660~~234

2,883,~~308~~309

0.1106

For the Six Months Ended

For the Nine Months Ended

June 30, 2011

September 30, 2011

Basic income

applicable to

common

shareholders

Per Share

(Numerator)

(Denominator)

Data

Basic per Share

~~775~~955,~~925~~159

2,883,~~259~~276

0.2733

For the Three Months Ended

June 30, 2010

September 30, 2010

Basic income (loss)

applicable to

common

shareholders

Per Share

(Numerator)

(Denominator)

Data

Basic per Share

~~463~~(1,~~179~~118

)

2,883,159

(0.1600

)

For the Six Months Ended

For the Nine Months Ended

June 30, 2010

September 30, 2010

Basic income

applicable to

common

shareholders

Per Share

(Numerator)

(Denominator)

Data

Basic per Share

~~789~~788,~~697~~579

2,883,159

0.27

NOTE F – FAIR VALUE OF ASSETS AND LIABILITIES

~~Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standards No. 157 which has been included in~~ FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ~~ASC 820 has been applied prospectively as of the beginning of the period.~~

ASC 820 defines the fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

In accordance with ASC 820, the Company groups its financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:


	Level 1	Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

	Level 2	Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities which use observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities.

	Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying balance sheet.

Available-for-Sale Securities

The fair value of available-for-sale securities is determined by various valuation methodologies. Where quoted market prices are available in an active market, securities are classified within Level 1. The Company has no securities classified within Level 1. If quoted market prices are not available, then fair values are estimated by using pricing models or quoted prices of securities with similar characteristics. Level 2 securities include U.S. Treasury securities, obligations of U.S. government corporations and agencies, obligations of states and political subdivisions, mortgage-backed securities and collateralized mortgage obligations. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. The Company has no securities classified within Level 3.

The following table presents the Company’s assets that are measured at fair value on a recurring basis and the level within the ASC 820 hierarchy in which the fair value measurements ~~fall~~fell as of ~~June~~September 30, 2011 and December 31, 2010, (in thousands):

Quoted

Models with

~~Models with~~

~~Carrying~~

Models with

Carrying

market

significant

~~significant~~

~~value~~

significant

value

prices in

observable

~~unobservable~~

~~in the~~

unobservable

in the

active

market

~~market~~

~~Balance~~

market

Balance

markets

parameters

~~parameters~~

~~Sheet~~

parameters

Sheet

Level 1

Level 2

~~Level 3~~

~~Total~~

Level 3

Total

June 30, 2011:

September 30, 2011:

Available-for-sale securities

U. S. Government agencies

3013,~~684~~753

~~30,684~~$

13,753

State and local political subdivisions

7176,~~114~~815

~~71,114~~

76,815

Mortgage-backed securities

3836,~~000~~775

~~38,000~~

36,775

~~139~~127,~~798~~343

~~139,798~~$

127,343

Quoted

Models with

~~Models with~~

~~Carrying~~

Models with

Carrying

market

significant

~~significant~~

~~value~~

significant

value

prices in

observable

~~unobservable~~

~~in the~~

unobservable

in the

active

market

~~market~~

~~Balance~~

market

Balance

markets

parameters

~~parameters~~

~~Sheet~~

parameters

Sheet

Level 1

Level 2

~~Level 3~~

~~Total~~

Level 3

Total

December 31, 2010:

Available-for-sale securities

U. S. Government agencies

21,164

~~21,164~~$

21,164

State and local political subdivisions

59,975

~~59,975~~

59,975

Mortgage-backed securities

43,308

~~43,308~~

43,308

124,447

~~124,447~~$

124,447

There were no transfers of financial assets among Level 1, Level 2 and Level 3 during 2011.

Following is a description of the valuation methodologies used for assets and liabilities measured at fair value on a non-recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy:

Impaired Loans

Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment in accordance with the provisions of ASC 310, Receivables. Allowable methods for estimating fair value include using the fair value of the collateral for collateral dependent loans or, where a loan is determined not to be collateral dependent, using the discounted cash flow method.

If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. If the impaired loan is determined not to be collateral dependent, then the discounted cash flow method is used. This method requires the impaired loan to be recorded at the present value of expected future cash flows discounted at the loan’s effective interest rate. The effective interest rate of a loan is the contractual interest rate adjusted for any net deferred loan fees or costs, premiums or discount existing at origination or acquisition of the loan. Impaired loans are classified within Level 3 of the fair value hierarchy.

The following table presents the fair value measurement of impaired loans measured at fair value on a nonrecurring basis and the level within the ASC Topic 820 fair value hierarchy in which the fair value measurements fell at ~~June~~September 30, 2011 and December 31, 2010, (in thousands):

June 30, 2011

September 30, 2011

Carrying

Quoted

Models with

value

market

significant

in the

prices in

observable

unobservable

Balance

active

market

Sheet

markets

parameters

Fair Value

Level 1

Level 2

Level 3

Impaired Loans

Real estate - construction

and development

86,~~330~~976

Real estate - farmland

~~113~~-

Real estate - 1-4 family

residential

~~1,765~~-

Nonfarm/Nonresidential

21,~~259~~679

Commerical and industrial

~~155~~-

Consumer

28-

Total impaired loans

128,~~650~~655

December 31, 2010

Carrying

Quoted

Models with

value

market

significant

in the

prices in

observable

unobservable

Balance

active

market

Sheet

markets

parameters

Fair Value

Level 1

Level 2

Level 3

Impaired Loans

17,091

Total loans analyzed for impairment had a carrying amount of $1531,~~441~~186,000 at ~~June~~September 30, 2011. Of this amount, $128,~~650~~655,000 had a reserve allocated of $32,~~180~~177,000. Total loans analyzed for impairment at December 31, 2010 totaled $45,262,000 of which $17,091,000 had a reserve allocated of $2,879,000.

Other Real Estate Owned

Other real estate owned acquired through loan foreclosure is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for loan losses. Due to the subjective nature of establishing the fair value when the asset is acquired, the actual fair value of the other real estate owned or foreclosed asset could differ from the original estimate. If it is determined the fair value declines subsequent to foreclosure, a valuation allowance is recorded through non-interest expense. Operating costs associated with the assets after acquisition are also recorded as non-interest expense. Gains and losses on the disposition of other real estate owned and foreclosed assets are netted and posted to other non-interest expense. Other real estate owned measured at fair value on a non-recurring basis at ~~June~~September 30, 2011 and December 31, 2010, amounted to $1115.52 million and $8.2 million, respectively, with the remainder carried at cost.

The following table presents the fair value measurement of assets and liabilities measured at fair value on a nonrecurring basis and the level within the ASC 820 fair value hierarchy in which the fair value measurements ~~fall~~fell at ~~June~~September 30, 2011 and December 31, 2010, (in thousands):

June 30, 2011

September 30, 2011

Carrying

Quoted

Models with

value

market

significant

in the

prices in

observable

unobservable

Balance

active

market

Sheet

markets

parameters

Fair Value

Level 1

Level 2

Level 3

Other real estate owned

1115,~~456~~189

December 31, 2010

Carrying

Quoted

Models with

value

market

significant

in the

prices in

observable

unobservable

Balance

active

market

Sheet

markets

parameters

Fair Value

Level 1

Level 2

Level 3

Other real estate owned

8,233

The following disclosure of the estimated fair value of financial instruments is made in accordance with ASC 825 Financial Instruments. The estimated fair value amounts have been determined using available market information and appropriate valuation methodologies. However, considerable judgment is necessarily required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and Cash Equivalents – For such short-term instruments, the carrying amount is a reasonable estimate of fair value.

Securities – For securities held as investments, fair value equals market price, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Fair value of other securities, which consist of FHLB and First National Banker’s Bankshares, is estimated to be the carrying value, which is par.

Loans – The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Deposits – The fair values of demand deposits are, as required by ASC 825, equal to the carrying value of such deposits. Demand deposits include noninterest-bearing demand deposits, savings accounts, NOW accounts, and money market demand accounts. The fair value of variable rate term deposits, those repricing within six months or less, approximates the carrying value of these deposits. Discounted cash flows have been used to value fixed rate term deposits and variable rate term deposits repricing after six months. The discount rate used is based on interest rates currently being offered on comparable deposits as to amount and term.

FHLB and Other Borrowings – The fair value of the fixed rate borrowings are estimated using discounted cash flows, based on current incremental borrowing rates for similar types of borrowing arrangements. The carrying amount of any variable rate borrowings approximates their fair values.

Off-Balance Sheet Instruments – Fair values of off-balance sheet financial instruments are based on fees charged to enter into similar agreements. However, commitments to extend credit do not represent a significant value until such commitments are funded or closed. Management has determined that these instruments do not have a distinguishable fair value and no fair value has been assigned.

The estimated fair values of the financial instruments, none of which are held for trading purposes, were as follows:

June 30, 2011

December 31, 2010

September 30, 2011

December 31, 2010

Carrying

Estimated

Carrying

Estimated

Amount

Fair Value

Amount

Fair Value

(In thousands)

Financial assets:

Cash and cash equivalents

2728,~~229~~378

15,264

Federal funds sold

1419,~~270~~290

1419,~~270~~289

31,270

31,269

Certificates of deposit with

other banks

1,538

1,778

Securities available-for-sale

~~139~~127,~~798~~343

124,447

Securities held-to-maturity

4548,~~564~~341

4548,~~549~~436

33,095

32,541

Securities, other

1,~~935~~937

1,933

Loans

~~248~~239,~~838~~553

~~250~~241,~~982~~617

247,764

249,898

Financial liabilities:

Noninterest-bearing deposits

7682,~~735~~880

6064,~~140~~956

74,022

58,013

Interest-bearing deposits

~~352~~338,~~284~~136

~~335~~322,~~486~~013

334,721

318,760

FHLB and other borrowings

25,~~427~~252

27,037

26,970

28,671

NOTE G – NON-PERFORMING ASSETS

Risk of nonpayment exists with respect to all loans, which could result in the classification of such loans as non-performing. The increase in non-performing assets (NPAs) is primarily due to the economic recession and real estate downturn which has impacted the Company’s loan portfolio. At ~~June~~September 30, 2011, NPA balances were comparable to year-end 2010 primarily due to the continued effect of the adverse economy and real estate downturn on residential land development and construction loan portfolios.

The Company has a significant concentration in real estate lending, including loans to real estate developers secured by real estate located in Desoto County, Mississippi. Declining real estate values and a severe constriction in the availability of mortgage financing has negatively impacted real estate sales, which has resulted in customers' inability to repay loans. In addition, the value of collateral underlying such loans has decreased materially. During 2011, the Company has continued to experience significant levels of non-performing assets relating to real estate lending, primarily in our residential real estate portfolio.

At ~~June~~September 30, 2011 and December 31, 2010, the Company had Troubled Debt Restructured ("TDR") assets of $~~1.5~~557 ~~million~~thousand and $308 thousand, respectively. Policy in managing TDRs is to include the asset in ~~NPA’s~~NPAs and reserve appropriately with management working with the borrower on a plan to either return the obligation to an accruing status or take appropriate measures to secure the collateral for disposition.

The following table presents information with respect to non-performing assets at ~~June~~September 30, 2011, ~~December~~June 3130, ~~2010~~2011, ~~September~~March 3031, ~~2010~~2011 and ~~June~~December 3031, 2010 (dollars in thousands, except for selected ratios):

Jun. 30,

Mar. 31,

Dec. 31,

Sept. 30,

Jun. 30,

Mar. 31,

Dec. 31,

2011

~~2010~~2011

2010

Loans on non-accrual status

146,~~006~~176

914,~~622~~006

9,~~584~~622

129,~~268~~584

Loans past due 90 days or more but

not non-accrual status

3119

631

2763

OREO - non-performing

1620,~~294~~609

16,~~424~~294

16,~~887~~424

16,~~691~~887

Total NPAs

3026,~~303~~904

2630,~~047~~303

26,~~534~~047

2826,~~986~~534

Operating commercial real

estate OREO

3,~~385~~340

3,385

3,~~450~~385

OREO - non-performing

1620,~~294~~609

16,~~424~~294

16,~~887~~424

16,~~691~~887

Total OREO

1923,~~679~~949

19,~~809~~679

2019,~~272~~809

20,~~141~~272

Selected ratios:

NPLs to total gross loans

52.~~630~~628

35.~~903~~630

3.~~894~~903

43.~~808~~894

NPAs to total gross loans and OREO

1110.~~285~~210

911.~~779~~285

9.~~899~~779

109.~~489~~899

NPAs to total assets

5.~~646~~102

45.~~855~~646

54.~~178~~855

5.~~556~~178

NOTE H – OTHER REAL ESTATE

The following tables reflect the activity in the asset, income and expense accounts during the ~~three~~nine month periods ending ~~June~~September 30, 2010 and ~~June~~September 30, 2011. The first table summarizes the activity in the other real estate asset account. Additions to other real estate owned include property gained through loan foreclosures as well as capital expenditures since foreclosure. Sales proceeds represent amounts received on a completion of a sale of property as well as lease purchase payments. Losses and gains are recognized on the closing of a sale of property and write-downs are incurred as the value reflected on recent appraisals fall below the carrying value of the property. The second table shows the costs of holding the properties as well as the net losses incurred on the disposition of the properties.

CHANGES IN CARRYING VALUE OF OREO
CHANGES IN CARRYING VALUE OF ORE
Balance as of December 31, 2009:		$	20,770
Additions to OREO			14,~~721~~493
Sales Proceeds			(23,~~824~~860	)
Losses and write-downs, net of gains			(~~278~~1,262	)
Balance as of June 30, 2010:		$	19,389
Balance as of September 30, 2010:		$	20,141
Balance as of December 31, 2010:		$	20,272
Additions to OREO			15,~~042~~972
Sales Proceeds			(12,~~602~~080	)
Losses and write-downs, net of gains			(33215	)
Balance as of June 30, 2011:		$	19,679
Balance as of September 30, 2011:		$	23,949
	Six Months Ended June 30,
	Nine Months Ended September 30,
	2011		2010
Writedowns, net of gains on sale	$ 33215	$	~~278~~1,262
Operating expenses, net of rental income	89109		~~126~~276
Total expenses related to foreclosed assets	$ ~~122~~324	$	~~404~~1,538

SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date the financial statements were issued.

ITEM NO. 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains “forward-looking statements” relating to, without limitation, future economic performance, plan and objectives of management for future operations, and projections of revenues and other financial items that are based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. The words “expect,” “estimate,” “anticipate,” and “believe,” as well as similar expressions, are intended to identify forward-looking statements. The Company’s actual results may differ and the Company’s operating performance each quarter is subject to various risks and uncertainties that are discussed in detail in the Company’s filing of the Form 10-Q with the Securities and Exchange Commission.

This discussion and analysis should be read in conjunction with the audited consolidated financial statements, and notes thereto, contained in the Company’s 2010 Form 10-K.

Economic Conditions:

The Company's business is affected by the economy of the Desoto County area in northern Mississippi, which is adjacent to Memphis, Tennessee. The uncertain depth and duration of the present economic downturn could continue to cause further deterioration of the local economy in Desoto County, resulting in an adverse effect on the Company's financial condition and results of operations. Real estate values in this area have declined and may continue to fall. Unemployment rates in this area remain elevated and could increase further. Business activity in the real estate development has been impacted and local governments and many businesses are facing serious challenges due to the lack of consumer spending driven by the elevated unemployment and uncertainty.

The Company’s financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the declining value of collateral securing those loans, is reflective of the business environment in the markets where the Company operates. The present significant downturn in economic activity and declining real estate values has had a direct and adverse effect on the financial condition and results of operations of the Company. This is particularly evident in the residential land development and residential construction segments of the Company’s loan portfolio. Developers or home builders whose cash flows are dependent on the sale of lots or completed residences have reduced ability to service their loan obligations and the market value of underlying collateral has been and continues to be adversely affected. The impact on the Company has been an elevated level of impaired loans, an associated increase in provisioning expense and charge-offs for the Company leading to a decrease in net income. The local and regional economy also has a direct impact on the volume of bank deposits.

On June 26, 2009, the Company completed a transaction with the United States Treasury Department (the “Treasury”) under the Troubled Asset Relief Program Capital Purchase Program (the “TARP CPP”). The Company issued 17,388 shares of its Series UST, Cumulative Perpetual Preferred Stock. In addition, the Treasury received a warrant to purchase 522 shares of the Company’s Series UST/W, Cumulative Perpetual Preferred Stock, which was immediately exercised by the Treasury for a nominal exercise price. The Series UST Preferred Stock is a senior cumulative perpetual preferred stock that has a liquidation preference of $1,000 per share, pays cumulative dividends at a rate of 5% per year for the first five years and thereafter at a rate of 9% per year. Dividends are payable quarterly. The Series UST Preferred Stock is generally non-voting. The Series UST/W Preferred Stock is a cumulative perpetual preferred stock that has the same rights, preferences, privileges, voting rights and other terms as the Series UST Preferred Stock, except that dividends will be paid at the rate of 9% per year. The aggregate sales price of the Series UST Preferred Stock and warrant to purchase Series UST/W Preferred Stock was $17,388,000. The securities offered and sold in the TARP CPP transaction were not registered under the Securities Act of 1933 in reliance upon the exemption provided under Section 4(2) of that Act for transactions not involving any public offering.

The subsidiary Bank represents the primary assets of the Company. On ~~June~~September 30, 2011, First Security Bank had approximately $~~523~~514.63 million in assets compared to $~~515~~508.02 million at ~~June~~September 30, 2010. Loans decreased to $~~246~~237.85 million at ~~June~~September 30, 2011, from $~~256~~253.27 million at ~~June~~September 30, 2010. Deposits increased by $7.68 million from ~~June~~September 30, 2010 to ~~June~~September 30, 2011, for a total of $~~430~~422.56 million. For the ~~six~~nine months ended ~~June~~September 30, 2011, and ~~June~~September 30, 2010, the Bank reported net income of approximately $1~~,230,298~~.6 and $~~1,486,414,~~2.2 respectively.

CHANGES IN FINANCIAL CONDITION

The cash and cash equivalents of $2728.24 million at ~~June~~September 30, 2011, reflected an increase of $1113.91 million from the cash position of $15.3 million at December 31, 2010. This increase is attributed to a normal fluctuation in bank transactions. The cash management team readily invests available cash and assesses the investment tools for the most desirable yield and the funding needs of the Company.

The earning assets at December 31, 2010, were $420.0 million and at ~~June~~September 30, 2011, were $~~452~~436.92 million. The increase is attributable to the growth in short-term investments such as fed funds sold and growth in investment securities. The premises and equipment, net of accumulated depreciation, at ~~June~~September 30, 2011, totaled approximately $22.97 million – reflecting a decrease of $42208 thousand for the first ~~six~~nine months in 2011. Investment securities were $~~187~~177.3 6 million at ~~June~~September 30, 2011. Other assets were $32.18 million at ~~June~~September 30, 2011 and $3.6 million at December 31, 2010.

Deposit liabilities of $~~429~~421.0 million at ~~June~~September 30, 2011, reflected an increase of $2012.3 million from the $408.7 million at December 31, 2010. The fluctuation in deposits during the first ~~six~~nine months is attributable to a normal seasonal increase and an increase in public funds. An increase in deposits decreases the amount of long-term borrowings and short-term borrowings needed for funding investments in loans and facilities. Short-term borrowings provide a tool in providing the funding for unforeseen deposit withdrawals and seasonal loan demands. Due to the increase in deposits, the need for short-term funding was eliminated at ~~June~~September 30, 2011.

The net unrealized gain on available-for-sale securities reflected in accumulated other comprehensive income in shareholders’ equity at December 31, 2010, was $1.2 million. At ~~June~~September 30, 2011, accumulated other comprehensive income reflected a net unrealized gain on available-for-sale securities of $2.27 million. The change over these reporting periods reflects the nature of the market. The changes in the market affected accumulated other comprehensive income with a net after tax increase of $~~926~~1.5 ~~thousand~~million for the ~~six~~nine months ended ~~June~~September 30, 2011, and $1.01 million for the ~~six~~nine months ended ~~June~~September 30, 2010.

The consolidated statements of cash flows summarize the changes in the financial condition of the Company. The following identify some of the changes for the ~~six~~nine months ended ~~June~~September 30, 2011: purchase of securities of $5681.13 million; maturities, calls and pay-downs of securities of $2559.5 million; sales of securities of $34.69 million, an increase of $2012.3 million in deposits; and a decrease of $1712.0 million in federal funds sold.

PROVISION AND ALLOWANCE FOR LOAN LOSSES

The Company has developed policies and procedures for evaluating the overall quality of its credit portfolio and the timely identification of potential problem loans. On a quarterly basis, the Company’s Board of Directors reviews and approves the appropriate level for the Company’s allowance for loan losses based upon management’s recommendations, the results of the internal monitoring and reporting system, and an analysis of economic conditions in its market. The Company has implemented an improved loan review program, which includes an internal loan review officer position and the engagement of an external loan review firm and the establishment of a new system for tracking borrower financial statements and the structure of our watch reports.

Additions to the allowance for loan losses, which are expensed through the provision for loan losses on the Company’s income statement, are made periodically to maintain the allowance at an appropriate level based on management’s analysis of the estimated losses inherent in the loan portfolio. Loan losses and recoveries are charged or credited directly to the allowance. The amount of the provision is a function of the level of loans outstanding, the level of non-performing loans, historical loan loss experience, the amount of loan losses actually charged against the allowance during a given period, and current and anticipated economic conditions.

The Company’s allowance for loan losses is based upon judgments and assumptions about risk elements in the portfolio, trends in past due loans and charge offs, local and national economic conditions, and other factors affecting borrowers. The determination of the appropriate allowance for loan losses includes identification and analysis of loss potential in various portfolio segments utilizing a credit risk grading process and historical loss factors and specific reviews and evaluations of significant problem credits. An appropriate allowance for loan losses covers estimated credit losses on individually evaluated loans that are determined to be impaired as well as estimated credit losses inherent in the remainder of the loan and lease portfolio. However, there is no precise method of estimating credit losses, since any estimate of loan losses is necessarily subjective. If charge-offs in future periods increase, we may be required to increase our provision for loan losses, which would decrease our net income and possibly our capital.

In addition, the current downturn in the real estate market has resulted in an increase in loan delinquencies, defaults and foreclosures, and we believe these trends are likely to continue. In some cases, this downturn has resulted in a significant impairment to the value of our collateral and the subsidiary Bank’s ability to sell the collateral upon foreclosure, and there is a risk that this trend will continue. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. If real estate values continue to decline, it is also more likely that the Bank would be required to increase the allowance for loan losses. The value of real estate collateral is determined by using a current appraisal. Contrary to any other relevant information an appraisal is considered current if it is less than 12 months old except when economic or market changes have caused values to rise or fall significantly. If a current appraisal is not maintained, the Bank will generally order a new appraisal prior to accepting the property as a result of a deed in lieu of foreclosure or completion of a foreclosure action. Based on present information and an ongoing evaluation, management considers the allowance for loan losses to be adequate to meet presently known and inherent losses in the loan portfolio. Management’s judgment about the adequacy of the allowance is based upon a number of assumptions and estimates which it believes to be reasonable but which may or may not be accurate. Estimated credit losses means an estimate of the current amount of loans that it is probable the Company will be unable to collect given facts and circumstances as of the evaluation date. Thus, estimated credit losses represent net charge-offs that are likely to be realized for a loan or group of loans. Accordingly, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional increases in the allowance for loan losses will not be required, especially considering the overall weakness in the commercial real estate market in our market areas.

NONPERFORMING ASSETS AND RISK ELEMENTS

Diversification within the loan portfolio is an important means of reducing inherent lending risks. The loan portfolio is represented by the following mix: Commercial 8.1336%; Agricultural 12.9249%; Real Estate 8180.0308%; Consumer 8.4362% and Other .4945%. The major components of the real estate loans are 2624.9290% for construction and land development property, 8.4231% for farmland, 3638.7921% for ~~first~~ liens on 1-4 family residential property and 2728.3712% for nonfarm and nonresidential property.

At ~~June~~September 30, 2011, the subsidiary Bank had loans past due as follows:

	(in thousands)
Past due 30 days through 89 days	$ 6,~~330~~080
Past due 90 days or more and still accruing	$ 3119

The accrual of interest is discontinued on loans which become ninety days past due unless the loans are adequately secured and in the process of collection. The non-accrual loans at ~~June~~September 30, 2011, totaled $146.02 million. Any other real estate owned is carried at lower of cost or current appraised value less cost to dispose. Other real estate at ~~June~~September 30, 2011, totaled $1923.79 million. A loan is classified as a restructured loan when the interest rate is materially reduced or the term is extended beyond the original maturity date because of the inability of the borrower to service the debt under the original terms. The subsidiary Bank had no ~~restructured~~additions to loans identified as restructured during the ~~second~~third quarter of 2011.

For the ~~six~~nine months ended ~~June~~September 30, 2011, the Company experienced $~~931~~3.4 ~~thousand~~million in charge-offs of loans and $~~325~~472 thousand in recoveries of loans for a net decrease effect to the allowance for loan losses of $~~606~~3.0 ~~thousand~~million. The net charge-offs represent 1.2521% of average loans. Of the $~~931~~3.4 ~~thousand~~million charge to the allowance for loan losses, the breakdown, per major loan category, is: 2356.0944% for construction and land development; 3523.9896% for 1-4 family residential loans; 31.4480% for commercial loans and 3716.4942% for consumer loans. ~~Consumer~~Other consumer loan collections of $~~202~~361 thousand represent the major component of the $~~325~~472 thousand in recoveries.

LIQUIDITY

The Company has an asset and liability management program that assists management in maintaining net interest margins during times of both rising and falling interest rates and in maintaining sufficient liquidity. The asset and liability reports for ~~June~~September 30, 2011, substantiate that the Company remains in a neutral position to changes in rates. A 1% increase or decrease in market rates will basically not affect net interest income. The Company’s policy allows for no more than a 10% movement in NII (net interest income) in a 200 basis point ramp of market rates over a one-year period. When funds exceed the needs for reserve requirements or short-term liquidity needs, the Company will increase its security investments or invest in federal funds. It is management’s policy to maintain an adequate portion of its portfolio of assets and liabilities on a short-term basis to ensure rate flexibility and to meet loan funding and liquidity needs.

The financial status at ~~June~~September 30, 2011, reflects a net interest margin of 3.3855%. This ratio is consistent with prior periods and represents the continuing effort of management in managing the rates and the funding. At ~~June~~September 30, 2011, the regulatory liquidity ratio of 4446.5694% is well within the Bank’s policy requirement of a minimum liquidity ratio of 15%. In addition, the core deposits represent 67.3506% of total assets and temporary investments represent 1817.9621% of total assets and volatile liabilities represent 1.5644% of total assets.

As stated earlier, the Company received $17.388 million from the Treasury through participation in the Capital Purchase Program (CPP). This participation contributed to the excellent liquidity status reflected in the ratios listed below. The CPP funds were invested at ~~June~~September 30, 2011 in short-term products in anticipation of a recovery in the market.

At ~~June~~September 30, 2011, the tools to meet funding needs are the secured and unsecured lines of credit with the correspondent banks totaling $28.5 million (to borrow federal funds) and a line of credit with the Federal Home Loan Bank of $95.7 million. In addition, a seasonal line of credit of $4 million with the Federal Reserve Bank exists for June through December of 2011. At June 30, 2011, the Company had available (unused) lines of credit of approximately $103.5 million.

line of credit with the Federal Home Loan Bank of $91.4 million. In addition, a seasonal line of credit of $4 million with the Federal Reserve Bank exists for June through December of 2011. At September 30, 2011, the Company had available (unused) lines of credit of approximately $99.4 million.

CAPITAL RESOURCES

Total consolidated equity capital at ~~June~~September 30, 2011, was $7374.75 million or approximately 1314.7414% of total assets. The main source of capital for the Company has been the retention of net income.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of Total Capital, Tier 1 Capital and Leverage Capital. The Company and the Bank have adequate capital positions as of ~~June~~September 30, 2011, as reflected below:

	Company	~~Company~~Bank			~~Bank~~
Risk-Based Capital Ratio	Ratio	Ratio	Requirements		~~Ratio~~			~~Requirements~~
Total Capital	22.70%	18.63%	~~22.30~~8%	%		~~18.42~~	%		8	%
Tier 1 Capital	21.45%	17.41%	~~21.04~~4%	%		~~17.16~~	%		4	%
Leverage Capital	12.97%	10.36%	~~12.67~~4%	%		~~10.18~~	%		4	%

RESULTS OF OPERATIONS – QUARTERLY

The consolidated net income for the Company for the three months ended ~~June~~September 30, 2011, was $~~467~~311 thousand which was a $~~277~~19 thousand ~~decrease~~increase from the same period in 2010.

Interest income decreased to $4.78 million for the three months ended ~~June~~September 30, 2011 which was a $~~312~~258 thousand decrease from the $5.10 million for the three months ended ~~June~~September 30, 2010. Other Income for the three months ended ~~June~~September 30, 2011, was $1.96 million reflecting a $~~342~~123 thousand ~~increase~~decrease from the three months ended ~~June~~September 30, 2010. ~~The increase in Other Income for the period in 2011 is mainly attributable to a gain of $245 thousand recognized on the sale of available-for-sale securities.~~

Interest expense reflects a decrease of $~~283~~341 thousand to $~~817~~719 thousand for the three months ended ~~June~~September 30, 2011, from $1.1 million for the same period in 2010. The decrease in interest expense can be attributed to the pricing of the deposit accounts in a decreasing rate environment and volatile market. Other expenses for the three months ended ~~June~~September 30, 2011, reveal ana ~~increase~~decrease of $~~256~~835 thousand from the same period in 2010. During the period in 2010, a cumulative adjustment was made in the accrual of employee benefits resulting in a lower cost for that time frame compared to 2011. The other major component in the net decrease is the write down of other real estate. For the three months ended September 30, 2010, the write down of other real estate totaled $1.2 million. The write down of other real estate totaled $252 thousand for the same period in 2011.

The loan loss provision of $1.081 million for the period ending ~~June~~September 30, 2011 is attributed to the evaluation of the quality of the loan portfolio and the quarterly analysis of the allowance for loan losses, which determine the requirements for and the adequacy of the provision. In addition, this provision resulted in an increase from the same period in 2010 of $~~500~~690 thousand.

RESULTS OF OPERATIONS – YEAR-TO-DATE

The consolidated net income for the Company for the ~~six~~nine months ended ~~June~~September 30, 2011, was $1.14 million which reflects a decrease of $~~264~~245 thousand in consolidated net income for the same period in 2010. The decrease in the consolidated net income can be attributed mainly to an increase in the provision for loan losses.

Interest income decreased to $914.41 million for the ~~six~~nine months ended ~~June~~September 30, 2011, indicating a decrease of $~~550~~808 thousand from the $914.9 million for the ~~six~~nine months ended ~~June~~September 30, 2010. The decrease in interest income signifies the management decision to decrease the rate pricing of the loan products.

Interest expense reflects a decrease of $~~555~~896 thousand for the ~~six~~nine months ended ~~June~~September 30, 2011, from $23.2 million for the same period in 2010. The decrease in interest expense can be attributed to the low rates that existed during the period ended ~~June~~September 30, 2011.

The increase in the provision for loan losses of $~~654~~1.3 ~~thousand~~million is attributed to the evaluation of the quality of the loan portfolio and the quarterly analysis of the allowance for loan losses, which determine the requirements for and the adequacy of the provision.

Non-interest income for the ~~six~~nine months ended ~~June~~September 30, 2011, was $3.5.1 million, which is an increase of $~~442~~319 thousand from the income for the same period in 2010. The service charges on deposit accounts, for the ~~six~~nine months ended ~~June~~September 30, 2011, and ~~June~~September 30, 2010, were $23.01 million and $23.13 million, respectively.

Other expenses, consisting primarily of salaries, employee benefits and occupancy expense, for the ~~six~~nine months ended ~~June~~September 30, 2011, reveal ana ~~increase~~decrease of $~~270~~565 thousand. Salaries and employee benefits of $57.17 million for the ~~six~~nine months ended ~~June~~September 30, 2011, represent the largest component of other expenses. The ~~and~~2011 ~~the~~period ~~small~~reflects an increase ~~represents~~compared ato ~~conservative~~the ~~response~~2010 period. The difference is attributable to the 2010 ~~Bank~~period ~~performance~~having ~~and~~an ~~the~~accrual ~~current~~adjustment ~~economy~~of employee benefits resulting in a lower cost for that time frame.

Income tax benefit of $555 thousand for the ~~six~~nine months ended ~~June~~September 30, 2011, reflects a decrease of $~~213~~127 thousand in income tax expense from the same period in 2010. The decrease is a direct result from the decrease in taxable income due to tax-exempt interest income.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-02 “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring.” This updated guidance (ASC Topic 310, Receivables) is designed to assist creditors with determining whether or not a restructuring constitutes a troubled debt restructuring. In particular, additional guidance has been added to help creditors determine whether a concession has been granted and whether a debtor is experiencing financial difficulties. Both of these conditions are required to be met for a restructuring to constitute a troubled debt restructuring. The amendments in the update are effective for the first interim period beginning on or after June 15, 2011. The Company is currently evaluating the effects of this guidance on its troubled debt restructuring identification and on its financial statement disclosures.

In April 2011, the FASB issued ASU No. 2011-03, “Reconsideration of Effective Control of Repurchase Agreements.” This guidance (ASC Topic 860, Transfers and Servicing) eliminates a requirement for entities to consider whether a transferor has the ability to repurchase the financial assets in a repurchase agreement. This requirement was previously used to determine whether the transferor maintained effective control. The change could lead to more conclusions that a repo arrangement should be accounted for as a secured borrowing rather than as a sale. ASU 2011-03 is effective for the first interim period beginning on or after December 15, 2011. The Company is currently evaluating the effects, if any, of this guidance on its financial statements.

In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.” This ASU is the result of joint efforts by the FASB and the International Accounting Standards Board (“IASB”) to develop a single, converged fair value framework on how (not when) to measure fair value and what disclosures about fair value measurements are required. This ASU is largely consistent with existing fair value measurement principles in U.S. GAAP (ASC Topic 820, Fair Value Measurement). It does expand existing disclosure requirements for fair value measurements and eliminates unnecessary wording differences between U.S. GAAP and IFRS. ASU 2011-04 is effective for interim periods beginning after December 15, 2011. The Company is currently evaluating the effects of this guidance on its financial statement disclosures.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” This guidance (ASC Topic 220, Comprehensive Income) revises the manner in which entities present comprehensive income in their financial statements. It requires entities to report components in either a continuous statement of comprehensive income or in two separate but consecutive statements. The items that must be reported in other comprehensive income do not change. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011. The Company is currently evaluating the effects of this guidance on its financial statements.

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment.” This guidance (ASC Topic 220, Intangibles-Goodwill and Other) gives entities testing goodwill for impairment the option of performing a qualitative assessment before calculating the fair value of a reporting unit in step 1 of the goodwill impairment test. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. Otherwise, further testing would not be needed. ASU 2011-08 is effective for all entities for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company is currently evaluating the effects of this guidance on its financial statements.

ITEM NO. 3

QUANTITIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

There have been no material changes in market risk exposures that affect the quantitative and qualitative disclosures presented as of December 31, 2010, in the Company’s Form 10-K and Annual Report.

ITEM NO. 4

CONTROLS AND PROCEDURES

Within 90 days prior to the filing of this report, an evaluation under the direction and with the participation of our principal executive officer and principal financial officer was performed to determine the effectiveness of the design and operation of the disclosure controls and procedures. The principal executive officer and the principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC reports. There have been no significant changes in the Company’s internal controls or in other factors subsequent to the date of the evaluation that could significantly affect these controls.

PART II--

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Out of the normal course of business, First Security Bank may be a defendant in a lawsuit. In regard to any legal proceedings, which occurred during the reporting period, management expects no material impact on the Company’s consolidated financial position or results of operations.

ITEM NO. 1A RISK FACTORS

There are no material changes to the Company’s risk factors from what was previously disclosedin the Annual Report on Form 10-K for the year ended December 31, 2010.

ITEM 2.

CHANGES IN SECURITIES

Not Applicable

ITEM 3.

DEFAULT UPON SENIOR SECURITIES

Not Applicable

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.

OTHER INFORMATION

Not Applicable

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits

Exhibit No. 31.1 Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit No. 31.2 Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit No. 32.1 Certification of principal executive officer pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit No. 32.2 Certification of principal financial officer pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) The Company did not file any reports on Form 8-K during the quarter ended ~~June~~September 30, 2011.

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 thereunto duly authorized.

SECURITY CAPITAL CORPORATION

BY /s/ Frank West	BY /s/ Connie Woods Hawkins
Frank West	Connie Woods Hawkins
President and Chief Executive Officer	Executive Vice-President, Cashier
	and Chief Financial Officer
DATE: August 8, 2011	DATE: August 8, 2011
DATE: November 9, 2011	DATE: November 9, 2011

Filing Compare · SECURITY CAPITAL CORP/MS