UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15 (d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported) ~~September 29, 2010~~

~~Security~~ November ~~Capital~~10, ~~Corporation (Exact name of registrant as specified in its charter)~~2011

Mississippi	000-50224	64-0681198
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

295 Highway 6 West/P.O. Box 690 Batesville, Mississippi		38606
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (662) 563-9311

N/A (Former name or former address, if changed since last report.)

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

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

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

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

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

On September 29, 2010, and pursuant to the terms of the letter agreement between the Company and the United States Department of the Treasury (“Treasury”) attached hereto as Exhibit 10.1 (the “Letter Agreement”), the Company closed a transaction (the “Exchange”) whereby Treasury exchanged its 17,910 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series UST and Series UST/W, (the “CPP Preferred Shares”) for 17,910 shares of a new series of preferred stock designated Fixed Rate Cumulative Perpetual Preferred Stock, Series CD (the “CDCI Preferred Shares”). As a result of the Exchange, the Company is no longer participating in the TARP Capital Purchase Program being administered by Treasury and is now participating in Treasury’s TARP Community Development Capital Initiative (the “CDCI”). The terms of the Exchange are more fully set forth in the Letter Agreement.

The transaction closed on September 29, 2010 (the “Closing Date”). The exchange of the Preferred Shares was a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933. Under the terms of the Letter Agreement, the Company has agreed to register the Preferred Shares if requested by the Treasury. In addition, the Preferred Shares may be required to be listed on a national exchange if requested by the Treasury.

The Letter Agreement, pursuant to which the Preferred Shares were exchanged, contains limitations on the payment of dividends on the common stock (including with respect to the payment of annual cash dividends in excess of $0.50 per share, which was the amount of the last regular dividend declared by the Company) and on the Company’s ability to repurchase its common stock, and continues to subject the Company to certain of the executive compensation limitations included in the Emergency Economic Stabilization Act of 2008 (EESA) previously disclosed by the Company.

The most significant difference in terms between the CDCI Preferred Shares and the CPP Preferred Shares is the dividend rate applicable to each. The two series of CPP Preferred Shares carried different dividend rates, with Series UST entitling the holder to an annual dividend of 5% of the liquidation value of the shares, payable quarterly in arrears, and Series UST/W entitling the holder to an annual dividend of 9% of the liquidation value of the shares, payable quarterly in arrears. By contrast, the CDCI Preferred Shares entitle the holder to an annual dividend of 2% of the liquidation value of the shares, payable quarterly in arrears. Other differences in terms between the CDCI Preferred Shares and the CPP Preferred Shares, including, without limitation, the restrictions on common stock dividends and on redemption of common stock and other securities, exist. The terms of the CDCI Preferred Shares are more fully set forth in the Articles of Amendment creating the CDCI Preferred Shares, which Articles of Amendment were filed with the Mississippi Secretary of State on September 27, 2010, and are attached hereto as Exhibit 3.1.

As a condition to its participation in the CDCI, the Corporation was required to obtain certification as a Community Development Financial Institution (a “CDFI”) from Treasury’s Community Development Financial Institutions Fund (the “Fund”). On September 24, 2010, the Corporation was notified that its application for CDFI certification had been approved. In order to become certified and maintain its certification as a CDFI, the Corporation is required to meet the CDFI eligibility requirements set forth in 12 C.F.R. 1805.201(b).

Item 3.02. Unregistered sales of equity securities

The information set forth under “Item 1.01 Entry into a Material Definitive Agreement” is incorporated herein by reference thereto.

Item 3.03. Material modification to rights of security holders

Generally, so long as any CDCI Preferred Shares remain outstanding, neither the Company nor any of its subsidiaries may pay any per share dividend or distribution on common stock or other capital stock or equity securities of the Company at a rate that is in excess of 100% of the aggregate per share dividends and distributions for the immediately prior fiscal year; provided that no increase in the aggregate amount of dividends or distributions on common stock shall be permitted for any twelve (12) month period, including, without limitation, as a result of any dividends or distributions paid in shares of common stock, any stock split or any similar transaction.

Item 5.02. Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of

certain officers.

The information concerning executive compensation set forth under “Item 1.01 Entry into a Material Definitive Agreement” is incorporated herein by reference thereto.

Item 5.03. Amendment to articles of incorporation or bylaws; change in fiscal year.

On September 27, 2010, the Company filed with the Secretary of State of Mississippi, Articles of Amendment containing Certificate of Designations establishing the terms of the Fixed Rate Cumulative Perpetual Preferred Stock, Series CD. A copy of this Certificate of Designations is included as Exhibit 3.1 to this 8-K and is incorporated by reference into this item 5.03.

Item 9.01 Financial Statements and Exhibits. Attached hereto.

Exhibit 3.1 - Articles of Amendment Containing Certificate of Designations for the Fixed Rate Cumulative Perpetual Preferred

Stock, Series CD

Exhibit 10.1 - Exchange Letter Agreement dated September 29, 2010 between Security Capital Corporation and the United States

Department of the Treasury, including the Standard Terms, with respect to the exchange of the Preferred 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.

Dated: October 4, 2010

SECURITY CAPITAL CORPORATION

~~By:~~(Exact ~~/s/~~Name ~~Connie~~of ~~Hawkins~~ Registrant as Specified in its Charter)

Name: Connie Hawkins

Mississippi		64-0681198
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~Title: Chief~~No. ~~Financial Officer~~000-50224

(Commission file number)

295 Highway 6 West/P. O. Box 690 Batesville, Mississippi		38606
(Address of Principal Executive Offices)		(Zip Code)

(662) 563-9311

(Registrant’s telephone number, including area code)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 4.01. Changes in Registrant's Certifying Accountant

Appointment of Horne, LLP

On August 18, 2011, the Board of Directors of Security Capital Corporation ("the Company") voted to dismiss T. E. Lott & Company, P. A., and to appoint Horne, LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2011, and until their successors are selected. The decision to appoint Horne, LLP, was presented by the Audit Committee and approved by the Company's Board of Directors during its August meeting.

The Company has been advised that neither Horne, LLP, nor any of its partners, has any direct or any material indirect financial interest in the securities of the Company or any of its subsidiaries, except as auditors and consultants on accounting procedures and tax matters.

Additionally, during the two fiscal years ended December 31, 2010 and 2009, and the interim periods ended March 31, 2011, June 30, 2011 and September 30, 2011, there were no consultations between the Company and Horne, LLP, regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and either a written report was provided to the Company or oral advice was provided that the new accountant concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue (ii) any matter that was the subject of a disagreement under Item 304(a)(1)(iv) of Regulation S-K, or a reportable event under Item 304(a)(1)(v) of Regulation S-K; or (iii) any other matter.

T. E. Lott & Company, P.A., served as the Company's independent registered public accounting firm through the completion of their review of the Form 10-Q for the interim period ending September 30, 2011, which was filed November 9, 2011.

No Adverse Opinion or Disagreement

The audit reports of T. E. Lott & Company, P. A., on the consolidated financial statements of the Company as of and for the years ended December 31, 2010 and 2009, did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of T. E. Lott and Company, P.A., on the effectiveness of internal control over financial reporting as of December 31, 2010 and 2009, did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

[Missing Graphic Reference]

In connection with the audits of the two fiscal years ended December 31, 2010 and 2009, and the reviews of the subsequent interim periods ended March 31, 2011, June 30, 2011, and September 30, 2011, there were no: (1) disagreements with T. E. Lott and Company, P.A., on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events.

The letter from T. E. Lott & Company, P.A., is attached as Exhibit 99.1.

SIGNATURE

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

Dated: November 10, 2011

SECURITY CAPITAL CORPORATION

(Registrant)

By: /s/ Connie Woods Hawkins

--------------------------------

Connie Woods Hawkins

Executive Vice President

and Chief Financial Officer

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