**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D. C. 20549**





**FORM
      10-Q/A**


**Amendment
      No. 1**








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





FOR
                THE QUARTERLY PERIOD ENDED:
            March
                31, 2007





OR





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  o  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  o
              ACCELERATED
                FILER  x
              NON-ACCELERATED
                FILER  o







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





o  YES  x  NO








INDICATE
      THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER’S CLASSES OF COMMON STOCK
      AS OF MARCH 31, 2007.





TITLE
            OUTSTANDINGCOMMON
                STOCK, $5.00 PAR VALUE
            2,744,570








EXPLANATORY
      NOTE REGARDING THIS FORM 10 Q/A





On
      May
      10, 2007, Security Capital Corporation (the Company) filed its Form 10-Q for
      the
      three months ended March 31, 2007 with the Securities and Exchange
      Commission.





As
      discussed in Note B to the Consolidated Financial Statements included herein,
      the Company filed this amendment to its original Form 10-Q to amend and restate
      its financial statements and other financial information as a result of the
      Company’s decision to reverse its application of Statement of Financial
      Accounting Standards No. 159, “The Fair Value Option for Financial Assets and
      Liabilities,” with respect to certain investment securities and a Federal Home
      Loan advance.





The
      Form
      10-Q as amended hereby continues to speak as of the date of the originally
      filed
      Form 10-Q, and the disclosures included in the Form 10-Q as amended hereby
      have
      not been updated to speak as of any later date.  Information not
      directly affected by the restatement of financial statements or information
      as
      of and for the three months ended March 31, 2007 is unchanged and reflects
      the
      disclosures made at the time of filing the original Form 10-Q.





For
      convenience, the entire Quarterly Report on Form 10-Q for the quarter ended
      March 31, 2007, has been refiled in this Form 10-Q/A.  Pursuant to SEC
      Rule 12b-15, in connection with this filing, the Company is filing updated
      exhibits 31.1, 31.2, 32.1, and 32.2.











SECURITY
      CAPITAL CORPORATION


FORM
      10-Q/A – AMENDMENT NO. 1





FIRST
      QUARTER 2007 INTERIM FINANCIAL STATEMENTS





TABLE
                OF CONTENTSPART
                I.
            FINANCIAL
                INFORMATIONItem
                1.
            Consolidated
                Financial StatementsConsolidated
                Balance SheetsMarch
                31, 2007 (restated) and December 31,
                2006Consolidated
                Statements of
                IncomeThree
                months ended March 31, 2007 (restated) and
                2006Consolidated
                Statements of Comprehensive
                IncomeThree
                months ended March 31, 2007 (restated) and
                2006Consolidated
                Statements of Cash
                FlowsThree
                months ended March 31, 2007 (restated) and
                2006Notes
                to Consolidated Financial
                StatementsItem
                2.
            Management’s
                Discussion and Analysis of Financial
                Condition and Results of OperationsItem
                3.
            Quantitative
                and Qualitative Disclosures about Market
                RiskItem
                4.
            Controls
                and ProceduresPART
                II.
            OTHER
                INFORMATIONItem
                1.
            Legal
                ProceedingsItem
                2.
            Changes
                in SecuritiesItem
                3.
            Defaults
                upon Senior SecuritiesItem
                4.
            Submission
                of Matters to a Vote of Security
                HoldersItem
                5.
            Other
                InformationItem
                6.
            Exhibits
                and Reports on Form 8-K








PART
      1 –
FINANCIAL INFORMATION





ITEM
                NO. 1
            FINANCIAL
                STATEMENTS










SECURITY
                CAPITAL CORPORATIONCONSOLIDATED
                BALANCE SHEETS(dollar
                amounts presented in thousands)(Unaudited)March
                31,
            
            
            Dec.
                31,2007
            
            
            2006ASSETS**(Restated)**Cash
                and due from banks
            
            $
            21,512
            
            
            $
            23,073Interest-bearing
                deposits with banks
            
            
            5,599
            
            
            
            374Total
                cash and cash equivalents
            
            
            27,111
            
            
            
            23,447Federal
                funds sold
            
            
            3,000
            
            
            
            -Term
                deposits with other banks
            
            
            198
            
            
            
            198Securities
                available-for-sale
            
            
            64,542
            
            
            
            61,028Securities
                held-to-maturity, estimated fair value of $7,523
                in 2007 and $8,150 in 2006
            
            
            7,235
            
            
            
            7,850Securities,
                other
            
            
            2,273
            
            
            
            2,250Total
                securities
            
            
            74,050
            
            
            
            71,128Loans,
                  less allowance for loan losses of$4,582 in 2007 and $4,334 in
                  2006
            
            
            331,715
            
            
            
            322,324Interest
                receivable
            
            
            5,239
            
            
            
            5,091Premises
                and equipment
            
            
            21,910
            
            
            
            21,969Intangible
                assets
            
            
            3,874
            
            
            
            3,874Cash
                surrender value of life insurance
            
            
            5,919
            
            
            
            5,869Other
                assets
            
            
            3,703
            
            
            
            4,429Total
                Assets
            
            $
            476,719
            
            
            $
            458,329LIABILITIES
                AND SHAREHOLDERS' EQUITYLiabilities:Noninterest-bearing
                deposits
            
            $
            58,026
            
            
            $
            59,380Time
                deposits of $100,000 or more
            
            
            79,845
            
            
            
            77,169Other
                interest-bearing deposits
            
            
            264,398
            
            
            
            230,150Total
                deposits
            
            
            402,269
            
            
            
            366,699Interest
                payable
            
            
            1,557
            
            
            
            1,591Federal
                Funds Purchased
            
            
            -
            
            
            
            8,000Borrowed
                funds
            
            
            15,747
            
            
            
            27,380Other
                liabilities
            
            
            3,417
            
            
            
            2,675Total
                Liabilities
            
            
            422,990
            
            
            
            406,345Shareholders'
                equity:Common
                  stock - $5 par value, 5,000,000 sharesauthorized, 2,753,557 shares
                  issued in 2007 and 2006
            
            
            13,768
            
            
            
            13,768Surplus
            
            
            35,677
            
            
            
            35,654Retained
                Earnings
            
            
            4,167
            
            
            
            2,651Accumulated
                other comprehensive income
            
            
            162
            
            
            
            (41
            )Treasury
                  stock, at par, 8,987 shares and 9,487shares in 2007 and 2006,
                  respectively
            
            
            (45
            )
            
            
            (48
            )Total
                Shareholders' Equity
            
            
            53,729
            
            
            
            51,984Total
                Liabilities and Shareholders' Equity
            
            $
            476,719
            
            
            $
            458,329









SECURITY
                CAPITAL CORPORATIONCONSOLIDATED
                STATEMENTS OF INCOME(dollar
                amounts presented in thousands)(Unaudited)For
                the three monthsended
                March 31,2007
            
            
            2006**(Restated)**INTEREST
                INCOMEInterest
                and fees on loans
            
            $
            7,199
            
            
            $
            6,095Interest
                and dividends on securities
            
            
            796
            
            
            
            819Federal
                funds sold
            
            
            61
            
            
            
            34Other
            
            
            91
            
            
            
            58Total
                interest income
            
            
            8,147
            
            
            
            7,006INTEREST
                EXPENSEInterest
                on deposits
            
            
            2,934
            
            
            
            2,136Interest
                on borrowings
            
            
            286
            
            
            
            159Interest
                on federal funds purchased
            
            
            22
            
            
            
            24Total
                interest expense
            
            
            3,242
            
            
            
            2,319Net
                Interest Income
            
            
            4,905
            
            
            
            4,687Provision
                for loan losses
            
            
            273
            
            
            
            241Net
                interest income after provisionfor
                loan losses
            
            
            4,632
            
            
            
            4,446OTHER
                INCOMEService
                charges on deposit accounts
            
            
            1,262
            
            
            
            1,112Trust
                Department income
            
            
            271
            
            
            
            258Securities
                net gain (losses), net
            
            
            -
            
            
            
            (13
            )Impairment
                loss on securities
            
            
            (448
            )
            
            
            -Other
                income
            
            
            238
            
            
            
            227Total
                other income
            
            
            1,323
            
            
            
            1,584OTHER
                EXPENSESSalaries
                and employee benefits
            
            
            2,501
            
            
            
            2,274Occupancy
                expense
            
            
            592
            
            
            
            421Other
                operating expense
            
            
            646
            
            
            
            756Total
                other expenses
            
            
            3,739
            
            
            
            3,451INCOME
                BEFORE PROVISIONFOR
                INCOME TAXES
            
            
            2,216
            
            
            
            2,579PROVISION
                FOR INCOME TAXES
            
            
            700
            
            
            
            797NET
                INCOME
            
            $
            1,516
            
            
            $
            1,782BASIC
                NET INCOME PER SHARE
            
            $
            0.55
            
            
            $
            0.65







SECURITY
                  CAPITAL CORPORATIONCONSOLIDATED
                  STATEMENTS OF COMPREHENSIVE INCOME(dollar
                  amounts presented in thousands)(Unaudited)For
                  the three monthsended
                  March 31,2007
              
              
              2006Net
                  income
              
              $
              1,516
              
              
              $
              1,782Other
                  comprehensive income, net of tax:Unrealized
                  holding gains/(losses)
              
              
              (69
              )
              
              
              (85
              )Comprehensive
                  income
              
              $
              1,447
              
              
              $
              1,697









SECURITY
                CAPITAL CORPORATIONCONSOLIDATED
                STATEMENTS OF CASH FLOWS(dollar
                amounts presented in thousands)(Unaudited)Three
                months endedMarch
                31,2007
            
            
            2006**(Restated)**CASH
                FLOWS FROM OPERATING ACTIVITIES:NET
                INCOME
            
            
            1,516
            
            
            
            1,782Adjustments
                to reconcile net income to net
                cash provided by operating activities:Provision
                for loan losses
            
            
            273
            
            
            
            241Amortization
                of premiums and discounts on securities, net
            
            
            51
            
            
            
            94Depreciation
                and amortization
            
            
            279
            
            
            
            237FHLB
                stock dividend
            
            
            (23
            )
            
            
            (13
            )Loss
                (gain) on securities
            
            
            -
            
            
            
            13Impairment
                loss on securities
            
            
            448
            
            
            
            -Gain
                on sale/disposal of other assets
            
            
            (12
            )
            
            
            (18
            )Changes
                in:Interest
                receivable
            
            
            (148
            )
            
            
            (139
            )Cash
                value of life insurance, net
            
            
            (50
            )
            
            
            (52
            )Other
                assets
            
            
            129
            
            
            
            (1,446
            )Interest
                payable
            
            
            (34
            )
            
            
            9Other
                liabilities
            
            
            742
            
            
            
            2,207Net
                cash provided by operating activities
            
            
            3,171
            
            
            
            2,915CASH
                FLOWS FROM INVESTING ACTIVITIESIncrease
                in loans
            
            
            (9,639
            )
            
            
            (7,712
            )Purchase
                of securities available for sale
            
            
            (5,343
            )
            
            
            (3,839
            )Proceeds
                from maturities and calls of securities available for sale
            
            
            2,060
            
            
            
            5,907Proceeds
                from maturities and calls of securities held to maturity
            
            
            210
            
            
            
            -Additions
                to premises and equipment
            
            
            (192
            )
            
            
            (710
            )Proceeds
                from sale of other assets
            
            
            329
            
            
            
            506Changes
                in:Federal
                funds sold
            
            
            (3,000
            )
            
            
            (1,000
            )Net
                cash used in investing activities
            
            
            (15,575
            )
            
            
            (6,848
            )CASH
                FLOWS FROM FINANCING ACTIVITIESChanges
                in:Deposits
            
            
            35,570
            
            
            
            20,833Federal
                funds purchased
            
            
            (8,000
            )
            
            
            (15,000
            )Reissuance
                of treasury stock
            
            
            25
            
            
            
            12Repayment
                of debt
            
            
            (30,287
            )
            
            
            (1,244
            )Proceeds
                from issuance of debt
            
            
            18,760
            
            
            
            300Net
                cash provided by financing activities
            
            
            16,068
            
            
            
            4,901Net
                increase in cash and cash equivalents
            
            
            3,664
            
            
            
            968Cash
                and cash equivalents at beginning of period
            
            
            23,447
            
            
            
            19,677Cash
                and cash equivalents at end of period
            
            
            27,111
            
            
            
            20,645Cash
                paid during the period for:Interest
            
            
            3,276
            
            
            
            2,310Income
                taxes
            
            
            636
            
            
            
            797










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
      three months ended March 31, 2007, are not necessarily indicative of the results
      that may be expected for the year ending December 31,
      2007.  For


further
      information, please refer to the Company’s Form 10-K filed March 16, 2007, which
      includes the consolidated financial statements and footnotes for the year ended
      December 31, 2006.





NOTE
      B –
RESTATEMENT AND FAIR VALUE MEASUREMENTS





In
      September 2006, the FASB issued FASB No. 157, *Fair Value Measurements*,
      to provide consistency and comparability in determining fair value measurements
      and to provide for expanded disclosures about fair value
      measurements.  The definition of fair value maintains the exchange
      price notion in earlier definitions of fair value but focuses on the exit price
      of the asset or liability.  The exit price is the price that would be
      received to sell the asset or paid to transfer the liability adjusted for
      certain inherent risks and restrictions.  Expanded disclosures are
      also required about the use of fair value to measure assets and
      liabilities.





In
      February 2007, the FASB issued FASB No. 159, *The Fair Value Option for
      Financial Assets and Financial Liabilities, including an amendment of FASB
      Statement No. 115*.  FASB No. 159 provides companies with an
      option to report selected financial assets and liabilities at fair value, using
      an instrument-by-instrument election.  However, the amendment to FASB
      No. 115, “*Accounting for Certain Investments in Debt and Equity
      Securities*,” applies to all entities with available-for-sale and trading
      securities.  FASB No. 159 also established presentation and disclosure
      requirements designed to facilitate comparisons between companies that choose
      different measurement attributes for similar types of assets and
      liabilities.  The initial effect of the adoption of FASB No. 159 is
      required to be accounted for as a cumulative-effect adjustment to the opening
      retained earning for the year in which FASB No. 159 is applied.





Effective
      January 1, 2007, the Company elected to early adopt the provisions FASB No.
      157
      and FASB No. 159.  The Company selected the fair value option for
      various financial assets and liabilities, which, at historic costs, included
      $19,923,714 of investment securities and a Federal Home Loan Bank (FHLB) advance
      of $1,308,606.  The Company elected early adoption to accommodate
      various strategies in the liquidity, interest rate risk, and asset liability
      management areas and processes of the Company.  Economic factors, such
      as yield, duration and prepayment risk, were considered in selecting the
      securities.  The FHLB advance was selected to eliminate a high rate
      obligation.





The
      adoption of FASB No. 159 resulted in a one-time cumulative after-tax charge
      of
      $339,863 to opening retained earnings as of January 1, 2007, of which $272,124
      was attributed to the securities and $67,739 was attributed to the FHLB
      advance.





Subsequent
      to the first quarter of 2007, the Company sold these selected (trading)
      securities, all of which had been reclassified pursuant to the early adoption
      of
      FASB No. 159, in order to facilitate a balance sheet restructuring
      strategy.  The securities that were sold had an average yield of
      4.26%.  The proceeds of the sale were utilized to facilitate the
      acquisition of $19.9 million of replacement securities that reflected an average
      yield of 5.45%.





Subsequent
      to the transactions discussed above and the filing of the Company’s first
      quarter Form 10-Q, the Company was alerted that the restructuring transaction
      as
      presented was inconsistent with the intent and spirit of FASB No. 159, and
      therefore was deemed a non-substantive adoption of the
      Standard.  Based on comments made by authoritative accounting groups
      and the staff of the Securities and Exchange Commission, it was determined
      that
      failure to reclassify all of the replacement securities as trading assets would
      require a reversal of the Company’s decision to apply the fair value option to
      the $19.9 million of investment securities that had been included in its
      available-for-sale portfolio as of December 31, 2006.  Consequently,
      the Company made a decision to reverse its utilization of FASB No. 159 for
      the
      valuation of certain securities and the FHLB advance.  Based on the
      Company’s current understanding of the views of the SEC, the investment
      securities sold in April are to be reclassified as available-for-sale securities
      at March 31, 2007, and as being other-than-temporarily-impaired at March 31,
      2007.  Accordingly, as part of that restatement, the Company
      recognized a charge to earnings for other-than-temporary impairment of $448
      thousand for the first quarter of 2007.  The effect of these
      adjustments reduced income tax expense by $175 thousand and eliminated fair
      value accounting loss of $7 thousand for a net decrease to net income of $266
      thousand.  Retained earnings reflected a net decrease of $137 thousand
      due to the reversal of the adoption of FASB 159, the adjustments for
      other-than-temporarily impairment and the reversal of fair value accounting
      entries for FHLB advances.










The
      following table reflects the previously reported amounts for the three months
      ended March 31, 2007, and as of March 31, 2007, and the restated
      amounts:





As
                of and for theThree
                Months Ended3/31/07Previously(Amounts
                in thousands, except per share data)
            
            Reported
            
            
            RestatedBalance
                Sheet Data:Securities
                held for trading
            
            $
            19,251
            
            
            $
            -Securities
                available for sale
            
            
            45,291
            
            
            
            64,542Other
                assets
            
            
            3,922
            
            
            
            3,703Total
                assets
            
            
            476,938
            
            
            
            476,719Federal
                Home Loan Bank advances, at historical cost
            
            
            -
            
            
            
            15,541Federal
                Home Loan Bank advances, at fair value
            
            
            15,647
            
            
            
            -Other
                liabilities
            
            
            3,393
            
            
            
            3,417Retained
                earnings
            
            
            4,304
            
            
            
            4,167Total
                shareholders' equity
            
            
            53,866
            
            
            
            53,729Total
                liabilities and shareholders' equity
            
            
            476,938
            
            
            
            476,719Statement
                of Income:Impairment
                loss on securities
            
            
            -
            
            
            
            (448
            )Securities
                net gain (losses)
            
            
            (7
            )
            
            
            -Total
                non-interest income
            
            
            1,764
            
            
            
            1,323Income
                before income taxes
            
            
            2,657
            
            
            
            2,216Income
                taxes
            
            
            875
            
            
            
            700Net
                income
            
            
            1,782
            
            
            
            1,516Statement
                of Cash Flows:Net
                income
            
            $
            1,782
            
            
            $
            1,516Impairment
                loss on securities
            
            
            -
            
            
            
            448Loss
                (gain) on fair value accounting
            
            
            7
            
            
            
            -Net
                change in other assets and liabilities
            
            
            1,046
            
            
            
            871Per
                Share Data:Basic
                earnings per share
            
            $
            0.65
            
            
            $
            0.55




Because
      the Company elected early adoption of Statement No. 159, it was also required
      to
      adopt FASB Statement No. 157, *“Fair Value Measurements,”*
      concurrently.  The adoption of Statement No. 157 had no significant
      impact on the financial position of the Company.










The
      following table reflects assets measured at fair value on a recurring basis,
      (presented in thousands):





Fair
                Value atMarch
                31, 2007Available-for-sale
                securities
            
            $
            64,542





Fair
      value for these assets was determined by reference to quoted prices in active
      markets for identical assets.





NOTE
      C –
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. Its
      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
      April of 2005, a twelfth full service branch opened in Southaven,
      Mississippi.  Construction was completed in July on a new facility for
      the Robinsonville banking location.  The facility for a new
      full-service branch on the corner of Goodman Road and Pleasant Hill Road in
      Desoto County was ready for occupancy at the end of September of 2006. Each
      of
      the newly constructed buildings represents state of the art facilities and
      will
      meet the needs of the staff and the level of customer activity.  To
      better serve the customers in the northern Panola County, an additional location
      in Sardis   opened in October of 2006.





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.





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





NOTE
      D –
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 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 EndedMarch
                30, 2007Net
                Income
            
            
            Shares
            
            
            Per
                Share(Numerator)
            
            
            (Denominator)
            
            
            DataBasic
                per Share
            
            $
            1,516,435
            
            
            
            2,744,248
            
            
            $
            0.55For
                the Three Months EndedMarch
                30, 2006(as
                restated for stock dividend)Net
                Income
            
            
            Shares
            
            
            Per
                Share(Numerator)
            
            
            (Denominator)
            
            
            DataBasic
                per Share
            
            $
            1,782,323
            
            
            
            2,742,642
            
            
            $
            0.65




NOTE
      E –
RECLASSIFICATION





Certain
      amounts in the 2006 consolidated financial statements have been reclassified
      to
      conform to the classifications used in 2007.  The reclassifications
      occurred in the Consolidated Statements of Cash Flows and had no material effect
      on the presentation.





ITEM
                NO. 1A
            RISK
                FACTORS





There
      are
      no material changes to the Company’s risk factors from what was previously
      disclosed in the Annual Report on Form 10-K for the year ended December 31,
      2006.





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 10Q with the Securities and Exchange Commission.





The
      subsidiary Bank represents the primary assets of the
      Company.   On March 31, 2007, First Security Bank had
      approximately $474.9 million in assets compared to $442.8 million at March
      31,
      2006.  Loans increased to $338.0 million at March 31, 2007, from
      $308.6 million at March 31, 2006.  Deposits increased by $26.7 million
      from March 31, 2006, to March 31, 2007, for a total of $402.4
      million.  For the three months ended March 31, 2007, and March 31,
      2006, the Bank reported income of approximately $1,553,568 and $1,827,750,
      respectively.





CHANGES
      IN FINANCIAL CONDITION





The
      cash
      and cash equivalents of $27.1 million at March 31, 2007, reflected an increase
      of $3.7 million from the cash position of $23.4 million at December 31,
      2006.  This increase is attributed to a daily fluctuation due to
      normal 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 bank.











The
      earning assets at December 31, 2006, were $404.6 million and at March 31, 2007,
      were $426.8 million.  The   increase is attributable
      mainly to the growth in the loan portfolio.  The premises and
      equipment, net of the accumulated depreciation, at December 31, 2006, and at
      March 31, 2007, totaled approximately $22.0 million – reflecting a small
      decrease of $59 thousand for the first three months in
      2007.  Available-for-sale securities decreased from $71.1 million at
      December 31, 2006, to $64.5 million at March 31, 2007.  Other assets
      decreased to $3.7 million at March 31, 2007, from $4.4 million at December
      31,
      2006.





Deposit
      liabilities at March 31, 2007, reflected a 9.7% growth or a $35.6 million
      increase for the first three months in 2007.  The rise in deposits
      which is attributed to the normal first quarter increase in public funds
      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.  The short-term funding was
      eliminated during the first three months in 2007 with the payment of $18 million
      to the Federal Home Loan Bank.  Federal funds purchased at December
      31, 2006, of $8 million have been repaid.





The
      net
      unrealized loss on available-for-sale securities reflected in the shareholders’
equity section on December 31, 2006, was $41 thousand.  At March 31,
      2007, the shareholders’ equity section reflected a net unrealized gain on
      available-for-sale securities of $162 thousand.   The change
      reflected over these reporting periods reflect the normal atmosphere of a
      friendly market.  The change of the market affected the comprehensive
      income with a net decrease of $69 thousand for the three months ended March
      31,
      2007, and a decrease of $85 thousand for the three months ended March 31,
      2006.





The
      consolidated statements of cash flows summarize the changes in the financial
      condition of the Company.  The most prevalent of the changes for the
      three months ended March 31, 2007, are:  an increase of $9.6 million
      in loans; an increase in available-for-sale securities and held-to-maturity
      securities of $3.1 million resulting from purchases of $5.3 million offset
      by an
      approximate $2.3 million in maturities and sales; an increase of $35.6 million
      in deposits; a net decrease in Federal Home Loan Bank advances mainly
      attributable to a $15 million in a short-term borrowings advance and $28 million
      in repayments in short-term borrowings advances; and a decrease of $8 million
      in
      federal funds purchased.





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 6.09%; Agricultural 2.52%; Real Estate 82.82%;
      Consumer 8.05% and Other .52%.  The major components of the real
      estate loans are 41.46% for construction and land development property, 18.87%
      for first liens on 1-4 family residential property and 31.97% for nonfarm and
      nonresidential property.





At
      March
      31, 2007, the subsidiary bank had loans past due as follows:


(in
                thousands)Past
                due 30 days through 89 days
            
            $
            5,593Past
                due 90 days or more and still accruing
            
            $
            912





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 March 31, 2007, totaled $809
      thousand.  Any other real estate owned is carried at lower of cost or
      current appraised value less cost to dispose.  Other real estate at
      March 31, 2007, totaled $44 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 March 31, 2007.





For
      the
      three months ended March 31, 2007, the Company experienced $247 thousand in
      charge-offs of loans and $222 thousand in recoveries of loans for a net decrease
      effect to the Allowance for Loan Losses of $25 thousand.  The net
      charge-offs, annualized, represent .03% of average loans.  Of the $247
      thousand charge to the Allowance for Loan Losses, the breakdown is 7.29% for
      1-4
      family residential loans and 92.71% for consumer loans.  Consumer loan
      collections of $212 thousand represent the major component of the $222 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 March 31,
      2007, substantiates 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 insure rate flexibility and to meet loan
      funding and liquidity needs.





Projections
      for the next twelve months are for a net interest margin of 4.24%, a return
      on
      assets of 2.16%, and a return on equity of 18.86%.  The net interest
      income for twelve months ending March 31, 2008, is projected to be $20.3 million
      – which represents a yield on earning assets of 7.94% and a liability cost of
      3.70%.





At
      March
      31, 2007, the regulatory liquidity ratio of 20.8% is well within the policy
      requirement of a minimum liquidity ratio of 15%.  The earnings at risk
      and the economic value of equity ratios reflected compliance with the policy
      limits of -10.0% and -30.0%, respectively.  With a policy limitation
      of 20%, the volatile dependency ratio of 14.3% reflected an improvement from
      the
      prior quarters which exposed the effect of the short-term borrowings of federal
      funds and advances from the Federal Home Loan Bank.





At
      March
      31, 2007, the tools to meet these needs are the secured and unsecured lines
      of
      credit with the correspondent banks totaling $37.5 million (to borrow federal
      funds) and the line of credit with the Federal Home Loan Bank that exceeded
      $132
      million.  At March 31, 2007, the Company had available (unused) line
      of credit of approximately $114.4 million.





CAPITAL
      RESOURCES





Total
      consolidated equity capital at March 31, 2007, was $53.7 million or
      approximately 11.27% 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.  Currently, the Company and the Bank have
      adequate capital positions as of March 31, 2007 as reflected below:





Corporation
            BankRisk-Based
                Capital Ratio
            Ratio
            Ratio
            RequirementsTotal
                Capital
            14.40%
            13.20%
            8%Tier
                1 Capital
            13.20%
            12.05%
            4%Leverage
                Capital
            10.86%
            10.38%
            3%





RESULTS
      OF OPERATIONS – YEAR-TO-DATE





The
      consolidated net income for the Company for the three months ended March 31,
      2007, was $1.5 million which reflects a decrease of $266 thousand in
      consolidated net income for the same period in 2006.  This decrease is
      chiefly attributable to the recognition of the net charge of $273 for the
      other-than-temporary impairment on available-for-sale securities.





Interest
      income increased to $8.2 million for the three months ended March 31, 2007,
      indicating an increase of $1.2 million from the $7.0 million for the three
      months ended March 31, 2006.  The increase in interest income
      signifies an increase in the pricing of the loan products.











Interest
      expense reflects an increase of $923 thousand to $3.2 million for the three
      months ended March 31, 2007, from $2.3 million for the same period in
      2006.  The increase in interest expense can be attributed to the
      continuing competitive pricing of the deposit accounts to attract new customers
      and maintain existing customers.





The
      increase in the provision for loan losses of $32 thousand could be attributed
      to
      an increase in loans.  However, the evaluation of the quality of the
      loan portfolio and the quarterly analysis of the Allowance for Loan Losses
      determines the requirements and the adequacy of the provision.





Non-interest
      income for the three months ending March 31, 2007, was $1.3 million which is
      a
      decrease from the $1.6 million for the same period in 2006, reflecting a
      decrease of $261 thousand.   The main component of the decrease
      in the non-routine income in 2007 is attributable to the recognition of the
      loss
      in the other-than-temporary impaired securities.   The service
      charges on deposit accounts, for the three months ended March 31, 2007, and
      March 31, 2006, totaled $1.3 million and $1.1 million,
      respectively.





Other
      expenses, consisting primarily of salaries, employee benefits and occupancy
      expense, for the three months ended March 31, 2007, reveal an increase of $288
      thousand or 8.35% from the same period in 2006.  Salaries and employee
      benefits of $2.5 million for the three months ended March 31, 2007, 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 $700 thousand for the three months ended March 31, 2007, is
      indicative of a decrease in applicable tax liability for the decrease in the
      income for 2007 along with the adjustments for tax-exempt income.





The
      net
      interest margin for the three months ended March 31, 2007, is
      4.24%.  The return on equity for the three month period ending March
      31, 2007, is 14.31%.  For the three months ended March 31, 2007, the
      return on assets is reflected at 1.56%.  These ratios, reflecting the
      financial status of the company, are consistent with the ratios for prior
      reporting periods.





RECENT
      ACCOUNTING PRONOUNCEMENTS





The
      following accounting standards, issued recently have been
      considered:





Financial
      Accounting Standards Board Statement (FASB) No. 159, Fair Value Option for
      Financial Assets and Financial Liabilities; FASB No. 158, Employers’ Accounting
      for Defined Benefit Pension and Other Retirement Plans; FASB No. 157, Fair
      Value
      Measurements; FASB No. 48, Accounting for Uncertainty in Income Taxes; FASB
      No.
      156, Accounting for Servicing of Financial Assets; FASB No. 155, Accounting
      for
      Certain Hybrid Financial Instruments; and Staff Accounting Bulletin (SAB) No.
      108, Considering the Effects of Prior Year Misstatements when Quantifying
      Misstatements in Current Year Financial Statements.





Of
      these
      standards, FASB No. 159, Fair Value Option for Financial Assets and Financial
      Liabilities, and FASB No. 157, Fair Value Measurements, were adopted but due
      to
      the adoption not being substantive with the intent and spirit of FASB No. 159,
      the utilization of the adoption was reversed, as discussed in Note B to Notes
      to
      Consolidated 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, 2006,
      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
                NO. 1A
            RISK
                FACTORS





There
      are
      no material changes to the Company’s risk factors from what was previously
      disclosed in the Annual Report on Form 10-K for the year ended December 31,
      2006.





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





Not
      Applicable





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.




(b)
            The
                Company did not file any reports on Form 8-K during the quarter ended
                March 31, 2007.









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 HawkinsFrank
                West
            Connie
                Woods HawkinsPresident
                and Chief Executive Officer
            Executive
                Vice-President, Cashierand
                Chief Financial OfficerDATE:  August
                8, 2007
            DATE:  August
                8, 2007