`U. S. SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D. C. 20549

                                                     FORM 10-QSB


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

         FOR THE QUARTERLY PERIOD ENDED:                                  JUNE 30, 2004
                                                                       ----------------------
                                    OR

[   ]    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 SMALL BUSINESS ISSUER 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 AN ACCELERATED FILER AS DEFINED IN THE SECURITIES AND EXCHANGE
ACT OF 1934 RULE 12B-2:    [    ]  YES  [  X  ] NO


INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON STOCK AS OF JUNE 30, 2004.

                 TITLE                                                              OUTSTANDING
    COMMON STOCK, $5.00 PAR VALUE                                                    2,366,194`

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`SECURITY CAPITAL CORPORATION
                                  FIRST QUARTER 2004 INTERIM FINANCIAL STATEMENTS

TABLE OF CONTENTS

PART I.           FINANCIAL INFORMATION

Item 1.           Consolidated Financial Statements

                  Consolidated Statements of Condition
                  June 30, 2004 and December 31, 2003

                  Consolidated Statements of Income
                  Three months and six months ended June 30, 2004 and 2003

                  Consolidated Statements of Comprehensive Income
                  Three months and six months ended June 30, 2004 and 2003

                  Consolidated Statements of Cash Flows
                  Six months ended June 30, 2004 and 2003

                  Notes to Consolidated Financial Statements

Item 2.           Management's Discussion and Analysis of Financial Condition and Results of Operation

Item 3.           Quantitative and Qualitative Disclosures about Market Risk

Item 4.           Controls and Procedures


PART II. OTHER INFORMATION

Item 1.           Legal Proceedings

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`

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`PART I - FINANCIAL INFORMATION

ITEM NO. 1.  FINANCIAL STATEMENTS`

---

`SECURITY CAPITAL CORPORATION
                                            CONSOLIDATED BALANCE SHEETS
                                      (dollar amounts presented in thousands)

                                                                              Unaudited
                                                                               June 30,         Dec. 31,
                                                                                 2004             2003
                                                                                 ----             ----
                                                      ASSETS
Cash and due from banks                                                         $21,724         $14,380
Interest-bearing deposits with banks                                                500             702
                                                                               ------------ ------------
   Total cash and cash equivalents                                               22,224          15,082
Federal funds sold                                                                  646          20,380
Term deposits with other banks                                                    3,492             492
Securities available-for-sale                                                    99,965          77,311
Securities held-to-maturity, estimated fair value of
   $2,006 in 2004 and $2,053 in 2003                                              2,052           2,053
                                                                               ------------ ------------
   Total securities                                                             102,017          79,364
Loans, less allowance for loan losses of
$3,824 in 2004 and $3,665 in 2003                                               221,472         200,759
Interest receivable                                                               2,838           2,414
Premises and equipment                                                           13,949          12,804
Intangible assets                                                                 3,874           3,874
Cash surrender value of life insurance                                            3,425           3,358
Other assets                                                                      4,361           1,726
                                                                               ------------ ------------
Total Assets                                                                   $378,298        $340,253
                                                                               ============ ============

                                       LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
   Noninterest-bearing deposits                                                 $49,258         $39,820
   Time deposits of $100,000 or more                                             45,128          46,671
   Other interest-bearing deposits                                              227,491         201,951
                                                                               ------------ ------------
      Total deposits                                                            321,877         288,442
   Interest payable                                                                 465             518
   Federal Funds Purchased                                                        2,500               -
   Borrowed funds                                                                 8,446           9,167
   Other liabilities                                                              2,248           1,278
                                                                               ------------ ------------
Total Liabilities                                                               335,536         299,405
Shareholders' equity:
   Common stock - $5 par value, 5,000,000 shares
   authorized, 2,380,154 shares issued in 2004
   and 2003                                                                      11,900          11,900
Surplus                                                                          24,961          24,862
Retained Earnings                                                                 5,915           2,891
Accumulated other comprehensive income                                               56           1,285
Treasury stock, at par, 13,960 shares and 18,005
   shares in 2004 and 2003, respectively                                            (70)            (90)
                                                                               ------------ ------------
Total Shareholders' Equity                                                       42,762          40,848
                                                                               ------------ ------------

Total Liabilities and Shareholders' Equity                                     $378,298        $340,253
                                                                               ============ ============`

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`SECURITY CAPITAL CORPORATION
                                               CONSOLIDATED STATEMENTS OF INCOME
                                            (dollar amounts presented in thousands)

                                                               (Unaudited)                     (Unaudited)
                                                           For the three months            For the six months
                                                              ended June 30,                 ended June 30,
                                                     -------------------------------  --------------------------------
                                                            2004            2003            2004           2003
                                                     ---------------  --------------  --------------  ----------------
INTEREST INCOME
Interest and fees on loans                                $  3,601        $ 3,491        $ 7,052        $ 6,763
Interest and dividends on securities                           962            830          1,830          1,651
Federal funds sold                                               5              9             30             48
Other                                                           42             20             90             59
                                                     ---------------  --------------  --------------  ----------------

   Total interest income                                     4,610          4,350          9,002          8,521

INTEREST EXPENSE
Interest on deposits                                           869            918          1,733          1,892
Interest on borrowings                                          85             80            168            173
Interest on federal funds purchased                              2              -              4              -
                                                     ---------------  --------------  --------------  ----------------

    Total interest expense                                     956            998          1,905          2,065
                                                     ---------------  --------------  --------------  ----------------

Net Interest Income                                          3,654          3,352          7,097          6,456

Provision for loan losses                                      144            162            307            323
                                                     ---------------  --------------  --------------  ----------------

Net interest income after provision
  for loan losses                                            3,510          3,190          6,790          6,133

OTHER INCOME
Service charges on deposit accounts                            960            957          1,908          1,888
Trust Department income                                        236            253            440            467
Securities net gain                                             33              -             33              1
Other income                                                   524            192            685            356
                                                     ---------------  --------------  --------------  ----------------

   Total other income                                        1,753          1,402          3,066          2,712
                                                     -------------------------------  ----------------------------

OTHER EXPENSES
Salaries and employee benefits                               1,902          1,755          3,735          3,443
Occupancy expense                                              318            312            604            593
Other operating expense                                        768            658          1,365          1,212
                                                     ---------------  --------------  --------------  ----------------
   Total other expenses                                      2,988          2,725          5,704          5,248

INCOME BEFORE PROVISION
   FOR INCOME TAXES                                          2,275          1,867          4,152          3,597

PROVISION FOR INCOME TAXES                                     644            380          1,129            740
                                                     ---------------  --------------  --------------  ----------------

NET INCOME                                                $  1,631        $ 1,487        $ 3,023        $ 2,857
                                                     ===============  ==============  ==============  ================

NET INCOME PER SHARE
   Basic                                                  $   0.69        $  0.63        $  1.28        $  1.21
   Diluted                                                $   0.69        $  0.63        $  1.28        $  1.21`

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`SECURITY CAPITAL CORPORATION
                                             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                                 (dollar amounts presented in thousands)

                                                                     (Unaudited)                  (Unaudited)
                                                                 For the three months          For the six months
                                                                     ended June 30,               ended June 30,
                                                                   2004          2003           2004          2003
                                                              ------------  ------------   ------------  -----------

Net income                                                        $ 1,631       $ 1,487        $ 3,023       $ 2,857

Other comprehensive income, net of tax:
   Reclassification adjustment for gains
   included in net income                                              21                           21             1

   Unrealized holding gains/(losses)                              (1,355)           200        (1,229)           150
                                                              ------------  ------------   ------------  -----------

Comprehensive income                                                $ 297       $ 1,687        $ 1,815       $ 3,008
                                                              ============  ============   ============  ===========`

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`SECURITY CAPITAL CORPORATION
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               (dollar amounts presented in thousands)

                                                                            (Unaudited)
                                                                          Six months ended
                                                                              June 30,
                                                                      ------------------------
                                                                         2004           2003
                                                                         ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME                                                            $  3,023      $  2,857
 Adjustments to reconcile net income to
    net cash provided by operating activities:
 Provision for loan losses                                                 307           515
    Amortization of premiums and discounts on securities, net              430           770
    Depreciation and amortization                                          333           362
    FHLB stock dividend                                                     (7)          (10)
    Loss (gain) on sale of securities                                      (33)           (1)
    Loss (gain) on sale/disposal of other assets                            95           (27)
 Changes in:
    Interest receivable                                                   (424)           (7)
    Other assets                                                          (527)       (1,226)
    Interest payable                                                        53          (116)
    Other liabilities                                                      970         1,075

 Net cash provided by operating activities                               4,220         4,192

 CASH FLOWS FROM INVESTING ACTIVITIES
 (Increase) decrease in loans                                          (20,713)      (11,940)
 Purchase of securities available for sale                             (44,546)      (33,921)
 Proceeds of maturities and calls of securities available for sale      18,254        15,892
 Purchase of term deposit                                               (3,000)            -
 Additions to premises and equipment                                    (1,542)         (201)
 Proceeds of sale of other assets                                            -            45
 Increase in life insurance                                                (67)         (204)
 Changes in:
    Federal funds sold                                                  19,734         8,281
    Certificates of deposits with other banks                                -         1,161

 Net cash provided by (used in) investing activities                   (31,880)      (20,887)

 CASH FLOWS FROM FINANCING ACTIVITIES
 Changes in:
    Deposits                                                            32,904        17,662
    Federal funds purchased                                              2,500             -
 Purchase of treasury stock                                                 (7)            -
 Reissuance of treasury stock                                              126            32
 Repayment of debt                                                      (4,569)       (1,578)
 Proceeds from issuance of debt                                          3,848           700

 Net cash provided by (used in) financing activities                    34,802        16,816

 Net increase (decrease) in cash and cash equivalents                 $  7,142      $    121

 Cash and cash equivalents at beginning of year                       $ 15,082      $ 13,705

 Cash and cash equivalents at end of period                           $ 22,224      $ 13,826`

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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 months ended June 30, 2004, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2004. For further information, please refer to the Companys
Form 10-K filed March 30, 2004, which will include the consolidated financial
statements and footnotes for the year ended December 31, 2003.

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 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
it 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. Its
full-service banking locations expanded to eleven with the October 31, 2001
opening in Olive Branch, Mississippi, the July 1, 2002 opening in Hernando,
Mississippi and the August 2003 opening in Pope, Mississippi. In 2004, land has
been purchased for the construction of a branch location in Southaven,
Mississippi with the projected opening to be in early 2005.

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 and manage real
estate and personal property and is currently inactive.

The Company filed the
initial registration, Form 10-SB, with the Securities and Exchange Commission on
March 28, 2003 having reached and exceeded 500 shareholders in 2002.

---

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 exercise of stock options.

`For the Three Months Ended
                                                         June 30, 2004
                                            ---------------------------------------
                                            Net Income       Shares       Per Share
                                            (Numerator)   (Denominator)     Data
                                            -----------   -------------   ---------

Basic per share                             $1,631,736     2,366,008          .69

Effect of dilutive shares:*                          0             0
                                            -----------   -------------   ---------

Diluted per share                           $1,631,736     2,366,008          .69


                                                   For the Six Months Ended
                                                         June 30, 2004
                                            ---------------------------------------
                                            Net Income       Shares       Per Share
                                            (Numerator)   (Denominator)     Data
                                            -----------   -------------   ---------

Basic per share                             $3,023,368      2,365,305        1.28

Effect of dilutive shares:*                          0              0
                                            -----------   -------------   ---------

Diluted per share                           $3,023,368      2,365,305        1.28


                                                   For the Three Months Ended
                                                         June 30, 2003
                                                 (as restated for stock dividend)
                                            ---------------------------------------
                                            Net Income       Shares       Per Share
                                            (Numerator)   (Denominator)     Data
                                            -----------   -------------   ---------

Basic per share                             $1,487,304      2,360,916         .63

Effect of dilutive shares:*                          0              0
                                            -----------   -------------   ---------

Diluted per share                           $1,487,304      2,360,916         .63


                                                   For the Six Months Ended
                                                         June 30, 2003
                                                 (as restated for stock dividend)
                                            ---------------------------------------
                                            Net Income       Shares       Per Share
                                            (Numerator)   (Denominator)     Data
                                            -----------   -------------   ---------

Basic per share                             $2,857,289      2,360,605        1.21

Effect of dilutive shares:*                          0              0
                                            -----------   -------------   ---------

Diluted per share                           $2,857,289      2,360,605        1.21

*There was no dilution from potential common stock outstanding at June 30, 2004 and June 30, 2003.`

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`ITEM NO. 2    MANAGEMENT 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-SB with the Securities and Exchange Commission.

The subsidiary Bank
represents the primary assets of the Company. On June 30, 2004, First Security
Bank had approximately $377.1 million in assets compared to $336.2 million at
June 30, 2003. Loans increased to $225.2 million at June 30, 2004 from $199.4
million at June 30, 2003. Deposits increased by $39.6 million from June 30, 2003
to June 30, 2004 for a total of $322.8 million. For the six months ended June
30, 2004 and June 30, 2003, the Bank reported income of approximately $3,084,000
and $2,955,000, respectively.

The cash and due from banks
of $22.2 million at June 30, 2004 reflected a substantial increase from the cash
position of $14 million at December 31, 2003. This temporary increase is
attributed to a deposit of $6 million having been made on the ending day of the
reporting period. The cash management team readily invests available cash and
assesses the investment tools for the most desirable yield as displayed in the
reduction in the federal funds sold from the position at December 31, 2003 and
an increase in securities available for sale.

Average earning assets as a
percentage of average assets has decreased over the reporting periods due to the
Companys continuing investment in infrastructure. The average earning
assets at December 31, 2003 was $150 million and at June 30, 2004 was $ 147. The
investments in fixed assets continue to increase with the expansion of the
banking services into the Southaven area. The premises and equipment at December
31, 2003 was $12.8 million as compared to $13.9 million at June 30, 2004. Other
assets increased to $4.4 million at June 30, 2004 from $1.7 million at December
31, 2003, with the major components of the increase attributed to an increase in
the customer liability acceptances and the accounting treatment of the
unrealized gain of available-for-sale securities as reflected in the deferred
tax asset.

Deposit liabilities at June
30, 2004 reflected a 10% growth or a $33.4 million increase for the first six
months in 2004. The rise in deposits decreases the need for increments on
long-term borrowings. Short-term borrowings are a requirement in providing funds
as demonstrated by the temporary position in federal funds purchased of $2.5
million at June 30, 2004.

The net unrealized gain on
available-for-sale securities reflected in the shareholders equity section
on December 31, 2003 was approximately $1.3 million. Due to changes in the
market in 2004, the net unrealized gain on available-for-sale securities dropped
to $56 thousand as of June 30, 2004. These changes in the market affected the
comprehensive income with a decrease of $1.4 million for the three months ending
June 30, 2004 and a decrease of $1.2 million for the six months ending June 30,
2004. In 2003, the three months and the six months ending June 30 reflected an
increase in comprehensive income of $200 thousand and $150 thousand,
respectively.

The consolidated statements
of cash flows summarize the changes in the financial condition of the Company.
The most prevalent of the changes for the six months ending June 30, 2004 are:
an increase of $ 20.7 million in loans; a net increase in available-for-sale
securities of $26.2 million; $3 million purchase in a new investment tool - FHLB
term deposits; purchases of $1.5 million for premises and equipment of which the
new real estate and construction costs comprise $1.1 million; an increase of
$32.9 million in deposits and a decrease in federal funds sold of $19.7 million.

---

Diversification within the
loan portfolio is an important means of reducing inherent lending risks. The
loan portfolio is represented of the following mix: Commercial 8.29%;
Agricultural 2.67%; Real Estate 74.10%; Consumer 14.14% and Other .80%. The
major components of the real estate loans are 26.31% for construction and land
development property, 27.14% for first liens on 1-4 family residential property
and 35.52% for nonfarm and nonresidential property.

At June 30, 2004, the
subsidiary bank had loans past due as follows:

`(in thousands)
         Past due 30 days through 89 days                              $ 4,098
         Past due 90 days or more and still accruing                   $   500`

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. Nonaccrual loans totaled
$78 thousand at June 30, 2004. Any other real estate owned is carried at lower
of cost or current appraised value less cost to dispose. Other real estate at
June 30, 2004 totaled $149 thousand. 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 loans at
June 30, 2004.

For the six months ended
June 30, 2004, the Company experienced $395 thousand in charge-offs of loans and
$247 thousand in recoveries of loans for a net decrease effect to the Allowance
for Loan Losses of $148 thousand. The net charge-offs represent .07% of loans.
Of the $395 thousand charge to the allowance for non-performing loans, the
breakdown is 11.14% for 1-4 family residential properties with first liens,
19.11% for 1-4 family residential properties with junior liens, .25% for
commercial and industrial loans, 56.96% for consumer loans. Consumer loan
collections of $225 thousand represent the major component of the $247 thousand
in recoveries.

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. As of June 30, 2004, Security Capital
Corporation had a positive gap of 18.7% in a 12-month time frame. The regulatory
liquidity ratio reflected 22.11%, well within the policy requirement of a
minimum liquidity ratio of 15%. A 1% increase in market rates will increase net
interest income by approximately .45% while a decrease in market rates will
reduce net interest income by 1.78%. 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. Currently, a 200 basis point movement
down would reduce NII by 4.16% while an upward movement of the same amount would
increase NII by 2.93%. When funds exceed the needs for reserve requirements or
short-term liquidity needs, the company will increase its security investments
or sell 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
insure rate flexibility and to meet loan funding and liquidity needs.

The net interest margin
forecasted in the Companys asset liability management analysis for the
coming twelve months period is 4.58% based on no change in rates. This forecast
is up from the 4.29% as forecasted for the quarter ended March 31, 2004. The
increase in the forecast is due to the Company being asset sensitivity. With the
substantial change in the markets since March 31, 2004, the Companys
ability to reprice the asset side of the balance sheet higher and combined with
the lagging impact upward rates typically have on the funding side of the
balance sheet attribute to the increase in the forecasted net interest margin.
If rates were to ramp up 200 basis points, the forecasted interest margin would
be 4.65.

For the six months ended
June 30, 2004, the return on assets is reflected at 1.60% as compared to the six
months ended June 30, 2003 of 1.70%.

At June 30, 2004, the tools
to meet these needs are the secured and unsecured lines of credit with the
correspondent banks totaling $23 million (to borrow federal funds) and the line
of credit with the Federal Home Loan Bank that exceeds $83 million. At June 30,
2004, the Company had available (unused) line of credit of approximately $95
million.

---

Total consolidated equity
capital at June 30, 2004 was $42.8 million or approximately 11.30 of total
assets. The main source of capital for the Corporation 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. Currently, the Company and the Bank have adequate capital
positions as of June 30, 2004 as reflected below:

`Corporation         Bank
Risk-Based Capital Ratio                    Ratio             Ratio           Requirements
------------------------                    -----             -----           ------------
Total Capital                               16.20%            15.48%               8%
Tier 1 Capital                              14.95%            14.23%               4%
Leverage Capital                            10.62%            10.09%               3%`

The Company had a
consolidated net income for $3.0 million for the six months ending June 30,
2004, compared with consolidated net income of $2.9 million for the six months
ending June 30, 2003.

Total interest income
increased to $9 million for the six months ending June 30, 2004 from $8.521
million for the six months ending June 30, 2003, or an increase of 5.6. %.
Earning assets through June 30, 2004 increased $31.3 million and
interest-bearing liabilities increased $41.4 million compared to June 30, 2003,
reflecting an increase of 10.55% and 17.10%, respectively.

Noninterest income for the
six months ending June 30, 2004 was $3 million compared to $2.7 million for the
same period in 2003, reflecting an increase of $354 thousand or 13.1%. Included
in noninterest income are service charges on deposit accounts, which for each of
the six months ended June 30, 2004 and June 30, 2003 totaled $1.9 million.

The provision for loan
losses was $307 thousand in the first six months of 2004 compared with $323 for
the same period in 2003 showing a decrease of $16 thousand. The Allowance for
Loan Losses of $3.8 million on June 30, 2004 (approximately 1.70% of loans) is
considered by management to be adequate to cover losses inherent in the loan
portfolio. The Allowance for Loan Losses as of June 30, 2003 was 1.82% of loans.
An evaluation of historical loss rates for bankruptcy and agriculture loans
resulted in a reduction of the applied allocation rate. The level of this
allowance is dependent upon a number of factors, including the total amount of
past due loans, general economic conditions, and managements assessment of
potential losses. This evaluation is inherently subjective, as it requires
estimates that are susceptible to significant change. Ultimately, losses may
vary from current estimates and future additions to the allowance may be
necessary. Thus, there can be no assurance that charge-offs in future periods
will not exceed the Allowance for Loan Losses or that additional increases will
not be required. Management evaluates the adequacy of the Allowance for Loan
Losses quarterly and makes provisions for loan losses based on this evaluation.

Other income for the six
months ending June 30, 2004 showed a significant increase, primarily due to a
legal settlement receipt of $350,000 in a fire loss of a branch in 2002.

Other expense increased by
$456 thousand or 8.69% for the six months ended June 30, 2004, when compared
with the same period in 2003. Salaries and employee benefits of $3.7 million for
the six months ended June 30, 2004 represent the largest component of other
expenses and steadily increases with the development of the market area and the
training of future bank management, in both areas of commercial banking and
trust.

Income tax expense of $1.1
million for the six months ended June 30, 2004 is indicative of the applicable
tax liability for the increase in the income for 2004 along with the adjustments
for tax-exempt income and tax deferred income.

---

`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, 2003 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 Corporation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 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 operation.

ITEM 2.  CHANGES IN SECURITIES

         None

ITEM 3.  DEFAULT UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Corporation held its Annual Meeting of Shareholders on April 22, 2004 at 10:00 a. m. at the
         Main Office building of the First Security Bank, 295 Highway 6 West, Batesville, Mississippi.
         The total shares issued of 2,380,154 were reduced by 14,710 shares held as treasury stock, by
         102,830 held by irrevocable trusts in the First Security Bank Trust Department and by 183,104
         shares held by the First Security Bank Employee Stock Ownership Plan to determine the shares
         eligible to vote of 2,079,510.  At this meeting, there were 1,404,284 shares or 68% of the
         Corporation's eligible shares of common stock represented either in person or by proxy.

         An election was held to elect three Class II directors to a three-year term expiring in 2007.
         The votes for each nominee were:

                                    G. E. McKittrick                   1,404,284
                                    Tony Jones                         1,404,284
                                    Ben Barrett Smith                  1,404,284

ITEM 5.  OTHER INFORMATION

         None`

---

`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 30,
                   2004.


                                                    SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned 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 13, 2004                                DATE:  August 13, 2004`