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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-KSB/A

Amendment No. 1



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(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended June 30, 2004



| ̈ | TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------



For the transition period from  to



Commission File Number: 33-93218



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THE SOUTHERN BANC COMPANY, INC.

(Name of Small Business Issuer in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 63-1146351                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|221 S. 6th Street, Gadsden, Alabama                            |  | 35901                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          



Issuers
Telephone Number, Including Area Code: (256) 543-3860



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Securities registered pursuant to Section 12(b) of the Act:



Not Applicable



Securities registered pursuant to Section 12(g) of the Act:



Not Applicable



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Check whether the issuer: (1) filed all reports required by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or 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.    Yes  x    No ̈



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  x



Registrants revenues for the fiscal year ended June 30, 2004: $5,242,097

The aggregate market value of the 598,701 shares of Common Stock of the registrant issued and outstanding held by non-affiliates was approximately $10.5 million based on the closing sales price of $17.45 per share of the registrants
Common Stock on September 21, 2004 as listed on the OTC Bulletin Board®(OTCBB). For purposes of this calculation, it is assumed that directors, executive officers and beneficial owners of more than 10% of the registrants outstanding voting stock are affiliates.



Number of shares of Common Stock outstanding as of September 21, 2004: 892,298



Transitional Small Business Disclosure
Format    Yes ̈No  x



DOCUMENTS INCORPORATED BY REFERENCE



The following lists the documents incorporated by reference and the part of this report into
which the document is incorporated:



|1. | Portions of the Annual Report to Stockholders for the Fiscal Year Ended June 30, 2004 (the Annual Report). (Parts I and II)
|-- | -----------------------------------------------------------------------------------------------------------------------------



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Purpose of Amendment No. 1



This amendment on Form 10-KSB/A amends the Annual Report on Form 10-KSB previously filed by the Registrant on September 28, 2004 for the
fiscal year ended June 30, 2004. The purpose of this amendment is solely to provide disclosure of the city and state in which the Report of Independent Registered Public Accounting Firm dated August 3, 2004 was issued. This Form 10-KSB/A does not
reflect events occurring after the date of filing of the original Form 10-KSB, or amend or update the other disclosures therein.



PART II



Item 7. Financial Statements



The financial statements required by this item are incorporated by reference to the Consolidated Financial Statements, Notes to Consolidated Financial Statements and Independent Auditors Report in the portions
of the Annual Report filed as Exhibit 13 to this Report.



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Item 13. Exhibits, Lists and Reports on Form 8-K



| | (a) | The following exhibits are filed as part of this report.
| | --- | --------------------------------------------------------



|               |  |                                                                                                                                                                                                                                                                                                  
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.            |  | Description                                                                                                                                                                                                                                                                                      
|3.1 *          |  | Certificate of Incorporation of The Southern Banc Company, Inc.(as amended)                                                                                                                                                                                                                      
|               | 
|3.2 **         |  | Bylaws of The Southern Banc Company, Inc. (as amended)                                                                                                                                                                                                                                           
|               | 
|4.1 ***        |  | Specimen Common Stock Certificate of The Southern Banc Company, Inc.                                                                                                                                                                                                                             
|               | 
|4.2****        |  | Rights Agreement                                                                                                                                                                                                                                                                                 
|               | 
|10.1 *****     |  | Employment Agreements between The Southern Banc Company, Inc. and First Federal Savings and Loan Association of Gadsden and James B. Little, Jr.                                                                                                                                                 
|               | 
|10.2 *****     |  | First Federal Savings and Loan Association of Gadsden Supplemental Executive Retirement Agreement                                                                                                                                                                                                
|               | 
|10.3 ******    |  | The Southern Banc Company, Inc. 1996 Stock Option and Incentive Plan and trust                                                                                                                                                                                                                   
|               | 
|10.4 ******    |  | First Federal Savings and Loan Association of Gadsden Management Recognition Plan and trust                                                                                                                                                                                                      
|               | 
|10.5 *******   |  | 1997 Amendments to Employment Agreements between the Southern Banc Company, Inc. and First Federal Savings and Loan Association and James B. Little, Jr.                                                                                                                                         
|               | 
|10.6 *******   |  | Employment Agreements between The Southern Banc Company, Inc. and First Federal Savings and Loan Association of Gadsden and Gates Little.                                                                                                                                                        
|               | 
|10.7 ********  |  | 2001 Amendment to Employment Agreement between the Southern Banc Company, Inc. and Gates Little                                                                                                                                                                                                  
|               | 
|10.8 ********  |  | 2000 Amendment to Employment Agreement between the Southern Bank Company and Gates Little                                                                                                                                                                                                        
|               | 
|10.9 ********  |  | 2001 Amendment to Employment Agreement between the Southern Banc Company, Inc. and James B. Little, Jr.                                                                                                                                                                                          
|               | 
|10.10 ******** |  | 2000 Amendment to Employment Agreement between the Southern Bank Company and James B. Little, Jr.                                                                                                                                                                                                
|               | 
|10.11 *        |  | 2001 Amendment to Employment Agreement between the Southern Bank Company and Gates Little                                                                                                                                                                                                        
|               | 
|10.12 *        |  | 2001 Amendment to Employment Agreement between the Southern Banc Company, Inc. and James B. Little, Jr.                                                                                                                                                                                          
|               | 
|10.13 *        |  | 2001 Amendment to Employment Agreement between the Southern Bank Company, Inc. and James B. Little, Jr.                                                                                                                                                                                          
|               | 
|13             |  | Annual Report to Stockholders. Except for these portions of the Annual Report to Stockholders which are expressly incorporated herein by reference, such Annual Report is furnished for the
information of the Commission and is not to be deemed filed as part of this Report - Filed herewith
|               | 
|14 *********   |  | Code of Ethics                                                                                                                                                                                                                                                                                   
|               | 
|21 *********   |  | Subsidiaries                                                                                                                                                                                                                                                                                     
|               | 
|23 *********   |  | Consent of KPMG LLP                                                                                                                                                                                                                                                                              
|               | 
|31             |  | Rule 13a-14(a)/15d-14(a) Certifications - Filed herewith                                                                                                                                                                                                                                         
|               | 
|32             |  | Certification pursuant to 18 U.S.C. Section 1350 - Filed herewith                                                                                                                                                                                                                                

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|          |  |                                                                                                       
|--------- |  | ------------------------------------------------------------------------------------------------------
|*         |  | Incorporated by reference to Annual Report on Form 10-KSB for fiscal year ended June 30, 2001.        
|**        |  | Incorporated by reference to Annual Report on Form 10-KSB for fiscal year ended June 30, 2003.        
|***       |  | Incorporated by reference to Registration Statement on Form 8-A (No. 1-13964).                        
|****      |  | Incorporated by reference to Current Report on Form 8-K dated July 15, 1999.                          
|*****     |  | Incorporated by reference to Registration Statement on Form S-1 (No. 33-93218).                       
|******    |  | Incorporated by reference to Registration Statement on Form S-8 (No. 333-3546).                       
|*******   |  | Incorporated by reference to Annual Report on Form 10-KSB for fiscal year ended June 30, 1998.        
|********  |  | Incorporated by reference to Quarterly Report on Form 10-QSB for fiscal quarter ended March, 31, 2001.
|********* |  | Incorporated by reference to Annual Report on Form 10-KSB for fiscal year ended June 30, 2004.        



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SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



|                    |  |                                 |  |                                                             
|------------------- |  | ------------------------------- |  | ------------------------------------------------------------
|                    |  | THE SOUTHERN BANC COMPANY, INC.
|                    |  |                                
|Date: April 1, 2005 |  | By:                             |  | /s/ Gates Little                                            
|                    |  |                                 |  | Gates Little                                                
|                    |  |                                 |  | Chairman of the Board, President and Chief Executive Officer
|                    |  |                                 |  | (Duly Authorized Representative)                            



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