UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-QSB

(Mark One)

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

For the quarterly period ended June 30, 2004

   [ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                      OF THE EXCHANGE ACT

For the transition period from __________ to ____________.

Commission file number  000-30248

                   JACKSONVILLE BANCORP, INC.
                   ---------------------------
(Exact name of small business issuer as specified in its charter)

      Florida                               59-3472981
      -------                              -------------
(State or other jurisdiction of             (IRS Employer
  incorporation or organization)           Identification No.)

 76 South Laura Street, Suite 104, Jacksonville, Florida 32202
 -------------------------------------------------------------
            (Address of principal executive offices)

                         (904) 421-3040
                         --------------
                  (Issuer's telephone number)

Check  whether  the issuer (1) filed all reports required  to  be
filed by Section 13 or 15(d) of the Exchange Act during the  past
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.

Yes [X]       No [ ]

As  of August 12, 2004, the latest practicable date, 1,535,866 of
the  issuer's  common  shares, $.01 par value,  were  issued  and
outstanding.

Transitional Small Business Disclosure Format (Check one):

Yes [X]       No [ ]


<PAGE>


                              INDEX

<TABLE>
<CAPTION>
                                                            Page

<S>                                                         <C>
PART I -FINANCIAL INFORMATION

     Item 1. Consolidated Financial Statements (Unaudited)

       Consolidated Balance Sheets                           3

       Consolidated Statements of Income                     4

       Consolidated Statements of Changes in Shareholders'
           Equity                                            5

       Consolidated Statements of Cash Flows                 6

       Notes to Consolidated Financial Statements            7

     Item 2. Management's Discussion and Analysis or
             Plan of Operation                               9

     Item 3. Controls and Procedures                        16


PART II - OTHER INFORMATION

     Item 1. Legal Proceedings                              17

     Item 2. Changes in Securities                          17

     Item 3. Defaults Upon Senior Securities                17

     Item 4. Submission of Matters to a Vote of Security
             Holders                                        17

     Item 5. Other Information                              17

     Item 6. Exhibits and Reports on Form 8-K               17

SIGNATURES                                                  19

CERTIFICATIONS                                              20


</TABLE>
<PAGE>

                   CONSOLIDATED BALANCE SHEETS
                           (Unaudited)
        (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>

                                              June 30, December 31,
                                                2004       2003
                                                ----       ----
<S>                                          <C>        <C>
ASSETS
Cash and due from banks                      $  6,338   $   3,661
Federal funds sold                             22,194         233
                                             --------   ---------
  Total cash and cash equivalents              28,532       3,894
Securities available for sale                  20,002      16,780
Securities held to maturity                        50          50
Loans, net of allowance for loan losses       165,501     150,976
Premises and equipment, net                     3,020       2,940
Foreclosed assets, net                             --         395
Federal Home Loan Bank stock                      375         266
Accrued interest receivable and other assets    1,479       1,566
                                             --------    --------

     Total assets                            $218,959   $ 176,867
                                             ========   =========

LIABILITIES
Deposits                                     $199,930   $ 158,539
Federal funds purchased                            --       4,296
Accrued expenses and other liabilities            662         625
Subordinated debt                               4,000          --
                                             --------   ---------
  Total liabilities                           204,592     163,460

SHAREHOLDERS' EQUITY
Preferred stock, $.01 par value, 2,000,000
  shares authorized,none outstanding               --          --
Common stock, $.01 par value, 8,000,000
  shares authorized, 1,510,116 and
  1,467,166 shares issued                          15          15
Additional paid-in capital                     14,800      14,230
Accumulated deficit                              (71)       (789)
Accumulated other comprehensive income (loss)   (377)        (49)
                                             --------    --------
  Total shareholders' equity                   14,367      13,407
                                             --------    --------

    Total liabilities and shareholders'
       equity                             $   218,959  $  176,867
                                          ===========  ==========

</TABLE>
<PAGE>


                CONSOLIDATED STATEMENTS OF INCOME
                           (Unaudited)
        (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                              Three Months Ended        Six Months Ended
                                   June 30,                 June 30,
                                 2004       2003          2004      2003
                                 ----       ----          ----      ----
<S>                            <C>        <C>          <C>        <C>
Interest and dividend income
  Loans, including fees        $ 2,313    $ 1,947      $ 4,520    $ 3,718
  Securities                       192        207          404        406
  Other                             23          3           36         10
                               -------    -------      -------    -------
     Total interest income       2,528      2,157        4,960      4,134

Interest expense
  Deposits                         888        768        1,738      1,493
  Other                              7         13            9         21
                               -------     ------       ------     ------
     Total interest expense        895        781        1,747      1,514

Net interest income              1,633      1,376        3,213      2,620
Provision for loan losses           58        222          184        578
                               -------     ------        -----      -----

Net interest income after
  provision for loan losses      1,575      1,154        3,029      2,042

Noninterest income
  Service charges on deposit
    accounts                       169        158          325        289
  Gain on sale of foreclosed
    assets                          --         --           20         --
  Other income                      39         30           81         51
                                ------      -----        -----      -----
     Total noninterest income      208        188          426        340

Noninterest expense
  Salaries and employee benefits   623        480        1,164        980
  Occupancy and equipment          174        163          337        311
  Other                            441        382          803        689
                                ------      -----        -----      -----
     Total noninterest expense   1,238      1,025        2,304      1,980
                                ------      -----        -----      -----

Income before income taxes         545        317        1,151        402
Income tax expense                 210        119          433        151
                                ------      -----        -----      -----

Net income                     $   335    $   198      $   718    $   251

Weighted average:
  Common shares              1,487,467  1,467,066     1,478,505 1,467,066
  Dilutive stock options
    and warrants               180,406     28,215       155,744    26,916
                             ---------  ---------     --------- ---------
                             1,667,874  1,495,281     1,634,249 1,493,982
                             =========  =========     ========= ==========

Basic earnings per common
   share                        $  .23     $  .13        $  .49   $    .17
                                ======     ======        ======   ========
Diluted earnings per common
   share                        $  .20     $  .13        $  .44   $    .17
                                ======     ======        ======   ========


</TABLE>
<PAGE>


   CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                           (Unaudited)
                     (Dollars in thousands)


<TABLE>
<CAPTION>
                                                              Accumulated
                                             Additional           Other
                            Common Stock   Paid-In Accumulated Comprehensive
                         Shares     Amount Capital  Deficit    Income
                                                                 (Loss) Total
                         ------    ------- -------  -------  ---------- -----

<S>                        <C>       <C>    <C>      <C>       <C>      <C>
Balance at January 1, 2003 1,467,066 $  15  $ 14,229 $ (1,793) $  116   $ 12,567

Comprehensive income:
 Net income                                               251                251
 Change in unrealized gain
   on securities available for
   sale, net of tax effects                                       123        123
                                                                        --------
Total comprehensive income --------- ------ -------- --------- ------        374
                                                                         -------

Balance at June 30, 2003   1,467,066 $  15  $  14,229 $ (1,542) $ 239   $ 12,941
                           ========= ====== ========= ========== =====  ========

Balance at January 1, 2004 1,467,166 $  15  $  14,230 $   (789) $ (49)  $ 13,407

Comprehensive income:
 Net income                                                718               718
 Change in unrealized gain (loss)
   on securities available for
   sale, net of tax effects                                      (328)     (328)
                                                                        ---------
 Total comprehensive income                                                  390

Exercise of stock options      5,200               80                         80

Exercise of common
  stock warrants              37,750              490                        490
                            -------- ------  --------  -------  ------  --------

Balance at June 30, 2004   1,510,116 $  15   $  14,800 $   (71) $ (377) $  14,367
                           ========= ======= ========= ======== ======= =========


Balance at April 1, 2003   1,467,066 $  15   $  14,229 $ (1,740) $ 155  $  12,659

Comprehensive income:
 Net income                                                 198               198
 Change in unrealized gain
   on securities available for
   sale, net of tax effects                                         84         84
                                                                          -------
 Total comprehensive income                                                   282
                           --------- ------    --------- ------- -----    -------

Balance at June 30, 2003   1,467,066 $  15   $  14,229  $ (1,542) $ 239 $  12,941
                           ========= ======= =========  ========= ===============

Balance at April 1, 2004   1,478,616 $  15   $  14,378  $   (406) $  30 $  14,017

Comprehensive income:
 Net income                                                  335              335

 Change in unrealized gain (loss)   on securities available for
   sale, net of tax effects                                        (407)    (407)
                                                                         ---------
 Total comprehensive income                                                  (72)

Exercise of stock options     5,200                 80                         80

Exercise of common
  stock warrants             26,300                342                        342
                           --------  -------   -------   -------  ------ --------

Balance at June 30, 2004  1,510,116  $  15    $ 14,800  $  (71)  $ (377) $ 14,367
                          =========  =======  ========  =======  ======= ========

</TABLE>
<PAGE>

              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)
                     (Dollars in thousands)

<TABLE>
<PAGE>

                                                       Six Months Ended
                                                           June 30,
                                                           --------
                                                       2004        2003
                                                       ----        ----
<S>                                                   <C>          <C>
Cash flows from operating activities
  Net income                                           $   718     $   251
  Adjustments to reconcile net income to net
    cash from operating activities:
     Depreciation and amortization                         148         139
     Net amortization of deferred loan costs                32           6
     Provision for loan losses                             184         578
     Discount accretion, net of amortization                 3           4
     Gain on sale of foreclosed assets                     (20)         --
     Net change in accrued interest receivable
        and other assets                                   234        (163)
     Net change in accrued expenses and other
        liabilities                                        115          83
                                                       -------     --------
       Net cash from operating activities                1,414         898

Cash flows from investing activities
  Purchases of securities available for sale            (8,331)     (6,625)
  Proceeds from maturities of securities available
    for sale                                             4,581       4,526
  Net change in loans                                  (14,742)    (25,960)
  Premises and equipment expenditures, net                (227)        (70)
  Proceeds from sale of foreclosed assets                  415          --
  Purchases of Federal Home Loan Bank stock               (109)       (134)
                                                        -------     -------
     Net cash from investing activities                (18,413)    (28,263)

Cash flows from financing activities
  Net change in deposits                                41,391      41,390
  Net change in federal funds purchased                 (4,296)     (3,000)
  Proceeds from issuance of subordinated debt            4,000          --
  Repayment of other borrowings                             --      (4,747)
  Proceeds from exercise of stock options                   52          --
  Proceeds from exercise of common stock warrants          490          --
                                                       -------      -------
     Net cash from financing activities                 41,637      33,643
                                                       -------      -------

Net change in cash and cash equivalents                 24,638       6,278
Cash and cash equivalents at beginning of period         3,894       4,281
                                                       -------      -------

Cash and cash equivalents at end of period             $28,532     $10,559
                                                       =======     =======
Supplemental disclosures of cash flow information
  Cash paid during the period for
     Interest                                          $ 1,753     $ 1,496
     Income taxes                                           28          --

</TABLE>
<PAGE>

            NOTES TO CONSOLIDATED FINANCIAL STATMENTS
                           (Unaudited)
        (Dollars in thousands, except per share amounts)


NOTE 1 - BASIS OF PRESENTATION

The  accounting  and  reporting policies of the  Company  reflect
banking  industry  practice  and conform  to  generally  accepted
accounting  principles  in  the United  States  of  America.   In
preparing  the  consolidated financial statements, management  is
required  to  make  estimates  and assumptions  that  affect  the
reported  asset  and liability balances and revenue  and  expense
amounts  and the disclosure of contingent assets and liabilities.
Actual results could differ significantly from those estimates.

The  consolidated financial statements include  the  accounts  of
Jacksonville  Bancorp, Inc. and its wholly-owned subsidiary,  The
Jacksonville  Bank,  and  the  Bank's  wholly-owned   subsidiary,
Fountain Financial, Inc.  The consolidated entity is referred  to
as   the  "Company"  and  the  Bank  and  its  subsidiaries   are
collectively referred to as the "Bank."  The Company's  financial
condition and operating results principally reflect those of  the
Bank.    All   intercompany  balances  and  amounts   have   been
eliminated.   For  further information refer to the  consolidated
financial  statements and notes thereto included in the Company's
Annual  Report  on  Form 10-KSB for the year ended  December  31,
2003.

The  consolidated financial information included herein as of and
for  the  periods  ended  June 30, 2004 and  2003  is  unaudited;
however, such information reflects all adjustments which are,  in
the  opinion  of  management, necessary for a fair  statement  of
results   for  the  interim  periods.   The  December  31,   2003
consolidated  balance  sheet  was  derived  from  the   Company's
December 31, 2003 audited consolidated financial statements.

NOTE 2 - STOCK-BASED COMPENSATION

Total  stock  options  granted, exercised  and  expired/forfeited
during the six months ended June 30, 2004, were 45,500, 5,200 and
4,900,  respectively.  As of June 30, 2004, 207,757 options  were
outstanding.

Employee  compensation expense under stock  options  is  reported
using  the  intrinsic value method.  No stock-based  compensation
cost  is reflected in net income, as all options granted  had  an
exercise price equal to or greater than the market price  of  the
underlying  common stock at date of grant.  The  following  table
illustrates  the effect on net income and earnings per  share  if
expense  was measured using the fair value recognition provisions
of   FASB   Statement   No.  123,  Accounting   for   Stock-Based
Compensation.

<TABLE>
<CAPTION>

                                       Three Months Ended     Six Months Ended
                                           June 30,                June 30,
                                        2004       2003           2004      2003
                                        ----       ----           ----      ----
<S>                                  <C>        <C>            <C>       <C>
Net income as reported               $   335    $   198        $   718   $   251
Deduct:  Stock-based compensation
 expense determined under fair
 value based method                       41          5             59        10
                                     -------    -------        -------   -------

Pro forma net income                 $   294    $   193        $   659   $   241
                                     =======    =======        =======   =======

Basic earnings per share as reported $   .23    $   .13        $   .49   $   .17
Pro forma basic earnings per share       .20        .13            .45       .16

Diluted earnings per share as
  reported                           $   .20    $   .13        $   .44   $   .17
Pro forma diluted earnings per share     .18        .13            .40       .16

</TABLE>
<PAGE>


            NOTES TO CONSOLIDATED FINANCIAL STATMENTS
                           (Unaudited)
        (Dollars in thousands, except per share amounts)


NOTE 3 - SUBORDINATED DEBENTURES

On  June  17, 2004, the Company participated in a pooled offering
of   trust   preferred   securities.  The  Company   formed   the
Jacksonville  Statutory  Trust  I (the  "Trust")  a  wholly-owned
statutory  trust subsidiary for the purpose of issuing the  trust
preferred  securities.   The Trust used  the  proceeds  from  the
issuance  of $4 million in trust preferred securities to  acquire
junior   subordinated  debentures  of  the  Company.  The   trust
preferred  securities  essentially mirror  the  debt  securities,
carrying a cumulative preferred dividend at a variable rate equal
to  the  3-Month  LIBOR  plus 2.63% interest  rate  on  the  debt
securities,  which  was 4.0575% as of June 30,  2004.   The  debt
securities  and the trust preferred securities each have  30-year
lives.   The  trust preferred securities and the debt  securities
are  callable  by  the Company or the Trust, at their  respective
option  after five years, and at varying premiums and  sooner  in
specific events, subject to prior approval by the Federal Reserve
Board,  if  then  required.  The Company has  treated  the  trust
preferred  securities as Tier 1 capital up to the maximum  amount
allowed,  and  the  remainder  as  Tier  2  capital  for  federal
regulatory purposes.

NOTE 4 - CAPITAL ADEQUACY


Federal  banking  regulators  have  established  certain  capital
adequacy  standards required to be maintained by banks  and  bank
holding companies.  The minimum requirements established  in  the
regulations  are  set forth in the table below,  along  with  the
actual ratios at June 30, 2004 and December 31, 2003:

<TABLE>
<CAPTION>

                          Well       Adequately
                      Capitalized    Capitalized   June 30, 2004  December 31, 2003
                      Requirement    Requirement      Actual           Actual
                      -----------    -----------   -------------  -----------------
<S>                         <c>             <C>         <C>              <C>
Tier 1 Capital (to
Average Assets)
Consolidated                >5%             >4%          9.27%            7.85%
Bank                        >5%             >4%          8.66%            7.45%
Tier 1 Capital (to Risk
Weighted Assets)
Consolidated                >6%             >4%         10.45%            8.85%
Bank                        >6%             >4%          9.75%            8.39%
Total Capital (to Risk
Weighted Assets)
Consolidated               >10%             >8%         11.73%            9.96%
Bank                       >10%             >8%         10.81%            9.50%

</TABLE>

Management  believes, as of June 30, 2004, that the  Company  and
the  Bank met all capital requirements to which they are subject.
The  Company has included in Tier 1 Capital and Tier 2 Capital  a
portion  of  the trust preferred securities that were  issued  in
June 2004.

<PAGE>


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

Introduction

In  the  following pages, management presents an analysis of  the
financial condition of Jacksonville Bancorp, Inc. as of June  30,
2004 compared to December 31, 2003, and the results of operations
for  the  three and six months ended June 30, 2004 compared  with
the same periods in 2003.  This discussion is designed to provide
a   more  comprehensive  review  of  the  operating  results  and
financial position than could be obtained from an examination  of
the financial statements alone.  This analysis should be read  in
conjunction  with  the interim financial statements  and  related
footnotes included herein.


Overview

Total  assets  at June 30, 2004 were $219.0 million  compared  to
$176.9  million  at  December  31, 2003,  an  increase  of  $42.1
million,  or  23.8%.  The increase in total assets was  primarily
attributable to increases in federal funds sold of $22.0  million
and net loans receivable of $14.5 million, or 9.6%.  The increase
in  federal  funds  sold  was  a result  of  the  deposit  growth
experienced by the Company during the period and the  receipt  of
proceeds  from  the  issuance of subordinated  debt.   Management
expects  this  balance  to  decrease as certificates  of  deposit
mature in the near term, new loans are funded and investments are
purchased.   The  increase  in  net  loans  receivable  consisted
primarily of increases in commercial real estate loans  of  $13.4
million,  or  14.9%  and residential real estate  loans  of  $7.1
million, or 19.6%.

Total  deposits were $199.9 million at June 30, 2004 compared  to
$158.5  million  at  December  31, 2003,  an  increase  of  $41.4
million,  or 26.1%.   During this period, the Company experienced
an  increase in money market, NOW and savings accounts  of  $46.6
million.  The growth primarily resulted from the creation of  the
"WOW"  money  market  account, which offers a  variable  interest
rate,  that  is  currently  higher  than  the  market  rate   for
comparable  money  market accounts offered by local  competitors.
Consequently, the certificate of deposit portfolio as  a  percent
of  total deposits declined to 49.2% at June 30, 2004 from  68.5%
at December 31, 2003.  Almost all certificates of deposit held by
the  Company  mature in less than five years  with  the  majority
maturing in the next year.

For  the  six months ended June 30, 2004, the Company  earned  44
cents per share.  This compares to earnings of 17 cents per share
in  the prior year, resulting in an increase in earnings for  the
six  month  period  of  27  cents.  Despite  this  increase,  the
negative  influence on earnings of low interest rates  continues.
Net  interest margin decreased by 30 basis points from  3.85%  in
the first six months of 2003 to 3.55% for the current period.  As
more fully discussed in the market risk section of this Form  10-
QSB,  net  interest margin should be further negatively  impacted
whether  interest  rates continue at the present  level,  decline
further,  or increase.  If, however, interest rates do  increase,
net interest margin should eventually be positively impacted.

<PAGE>


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


Net Interest Income

Average  Balance Sheet; Interest Rates and Interest Differential.
The  following  table sets forth the average daily  balances  for
each  major  category  of assets, liabilities  and  stockholders'
equity as well as the amounts and average rates earned or paid on
each  major  category  of interest-earning assets  and  interest-
bearing liabilities.

<TABLE>
<CAPTION>


   	                                              Six Months Ended June 30,
                                                 2004                         2003
                                      ------------------------    -------------------------
                                      Average          Average    Average          Average
                                      Balance Interest  Rate      Balance Interest  Rate
                                      ------- --------  ----      ------- --------  ----
                                                    (Dollars in thousands)

                                <c>        <c>       <c>     <c>        <c>       <c>
Interest-earning assets:
  Loans, net (1)                   $  160,481 $ 4,520   5.66%   $  122,708 $  3,718  6.11%
  Securities                           15,513     404   5.24        14,237      406  5.75
  Other interest-earning assets (2)     7,852      36    .92         1,784       10  1.13
                                   ---------- -------   -----   ----------  -------  -----
     Total interest-earning assets    183,846   4,960   5.43       138,729    4,134  6.01
                                              -------                       -------
     Noninterest-earning assets         6,993                        7,317
                                    ---------                    ---------
     Total assets                   $ 190,839                   $  146,046
                                    =========                   ==========
Interest-bearing liabilities:
  NOW deposits                      $   7,788  $    6    .15    $    3,309  $     3   .18
  Money market deposits                21,000     180   1.72         3,974       22  1.12
  Savings deposits                     14,179      80   1.13        16,074      109  1.37
  Time deposits                       112,495   1,472   2.63        89,885    1,359  3.05
  Other borrowings                        676       9   2.68         2,226       21  1.90
                                    ---------  ------   ----    ----------  -------  ----
     Total interest-bearing
        liabilities                   156,138   1,747   2.25       115,468    1,514  2.64
                                               ------                       -------
  Noninterest-bearing liabilities      21,406                       17,746
  Stockholders' equity                 13,295                       12,832
                                    ---------                    ---------
     Total liabilities and
       stockholders' equity        $  190,839                     $146,046
                                   ==========                     ========
Net interest income                            $3,213                        $2,620
                                               ======                        ======
Interest rate spread (3)                                3.18%                        3.37%
                                                        =====                        =====
Net interest margin (4)                                 3.51%                        3.81%
                                                        =====                        =====

</TABLE>

-----------------------------
1)  Includes nonaccrual loans.
2)  Includes federal funds sold.
3)  Interest rate spread represents the difference between the
    average yield on interest-earning assets and the average cost
    of interest-bearing liabilities.
4)  Net interest margin is net interest income divided by average
    interest-earning assets.


<PAGE>

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

Rate/Volume Analysis.  The following table sets forth the  effect
of   changes  in  volumes,  changes  in  rates,  and  changes  in
rate/volume  on tax-equivalent interest income, interest  expense
and net interest income.

<TABLE>
<CAPTION>


                                                     Six Months Ended June 30,
                                                       2004 Versus 2003 (1)
                                                       --------------------
                                              Increase (decrease) due to changes in:
                                              --------------------------------------
                                                                               Net
                                              Volume          Rate           Change
                                              ------          ----           ------
                                                       (Dollars in thousands)
<S>                                          <C>           <C>              <C>
Interest income:
     Loans, net                              $ 1,079       $ (277)          $   802
     Securities                                   35          (37)               (2)
     Other interest-earning assets                28           (2)               26
                                             -------       -------          --------
  Total interest income                        1,142         (316)              826
                                             -------       -------          --------
  Interest expense:
     Savings and NOW deposits                     (8)         (18)              (26)
     Money market deposits                       140           18               158
     Time deposits                               312         (199)              113
     Other borrowings                            (18)           6               (12)
                                             --------      -------          --------
  Total interest expense                         426         (193)              233
                                             --------      -------          --------
  Increase (decrease) in net interest income  $  716      $  (123)         $    593
                                             ========     ========         =========

</TABLE>


1)  The change in interest due to both rate and volume has
    been allocated to the volume and rate components in
    proportion to the relationship of the dollar amounts of the
     absolute change in each.

Net  interest  income  increased  by  $593,000,  or  22.6%,  from
$2,620,000 for the first six months of 2003 to $3,213,000 for the
current  six  month  period.   As can  be  seen  from  the  above
rate/volume  analysis, the increase is primarily comprised  of  a
positive volume variance of $716,000 and a negative rate variance
of $123,000.

Volume Variance.  When comparing the first six months of 2004  to
the  same  period last year, the Company experienced  substantial
growth  in  its core deposit products, with the largest  increase
occurring  in money market deposit accounts.  Core loan  products
also   continued  to  grow,  with  the  most  significant  growth
occurring  in commercial real estate and residential real  estate
loans.   The  aggregate positive impact of the core  deposit  and
loan  growth  largely comprise the positive  volume  variance  of
$716,000  and  more  than  offset  the  negative  impact  of  the
downtrend in net interest margin discussed in the "Rate Variance"
section that follows.

Rate  Variance.  The persistence of low interest  rates  and  the
resulting  negative impact on net interest margin is the  primary
reason for the negative rate variance of $123,000.

<PAGE>


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


Net  interest margin decreased by 30 basis points when  comparing
the  first six months of 2004 to the same period last year.  When
applied to average total interest-earning assets of approximately
$183.8  million for the first six months of 2004, the decline  in
net  interest margin results in a decrease in net interest income
of  approximately $269,000.  The decrease in net interest  margin
occurred primarily because, in the low interest rate environment,
variable  rate loans continued to be adjusted to lower rates  and
proceeds from the maturity, amortization and prepayment of  loans
and securities continued to be reinvested at lower rates.  To the
extent that such loans and securities were funded by noninterest-
bearing  checking deposits and capital, there was  no  offsetting
cost  reduction.  To the extent that such assets were  funded  by
interest-bearing deposits, there was a reduction in the  cost  of
such deposits but such reduction was not totally offsetting.

Management  believes that available yields  will  remain  low  in
2004.   If  this is correct and, as a result, assets continue  to
reprice  and  be  reinvested at lower yields, the  Company's  net
interest  margin will continue downward.  In addition,  the  rate
variance  as  depicted in the preceding table should become  more
negative.   Conversely, while an increase in interest  rates  may
initially  have  a  negative  impact  on  net  interest   margin,
sustained higher interest rates should eventually have a positive
impact.


Application of Critical Accounting Policies

The  accounting  and  reporting policies of the  Company  are  in
accordance  with accounting principles generally accepted  within
the  United  States  of America and conform to general  practices
within  the banking industry.  Accounting and reporting  policies
for  the allowance for loan losses are deemed critical since they
involve  the use of estimates and require significant  management
judgments.  Losses on loans result from a broad range  of  causes
from  borrower  specific  problems, to industry  issues,  to  the
impact of the economic environment.  The identification of  these
factors  that lead to default or non-performance under a borrower
loan agreement and the estimation of loss in these situations are
very   subjective.  In  addition,  a  dramatic  change   in   the
performance  of  one or a small number of borrowers  can  have  a
significant  impact  on the estimate of losses.   Management  has
implemented  a  process  that has been  applied  consistently  to
systematically  consider  the  many  variables  that  impact  the
estimation of the allowance for loan losses.

Additional  information with regard to the Company's  methodology
and reporting of the allowance for loan losses is included in the
2003 Annual Report and 10-KSB.

<PAGE>



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


Asset Quality

The Company has identified certain assets as nonperforming. These
assets  include  nonaccruing loans, loans that are  contractually
past due 90 days or more as to principal or interest payments and
still accruing, and foreclosed real estate.  These assets present
more  than  the normal risk that the Company will  be  unable  to
eventually  collect  or realize their full carrying  value.   The
Company's nonperforming assets at June 30, 2004 and December  31,
2003 are as follows:


<TABLE>
<CAPTION>

                                                      June 30,   December 31,
                                                        2004         2003
                                                        ----         ----
                                                      (Dollars in thousands)

  <S>                                               <C>           <C>
  Nonaccruing loans                                  $    731     $     726
  Loans past due over 90 days still on accrual             --            75
                                                     --------     ---------
  Total nonperforming loans                               731           801
  Foreclosed assets, net                                   --           395
                                                     --------     ---------
  Total nonperforming assets                         $    731     $   1,196
                                                     ========     =========
  Allowance for loan losses                          $  1,841     $   1,679

  Nonperforming assets as a percent of total assets       .33%          .68%
  Nonperforming loans as a percent of gross loans         .44%          .52%
  Allowance for loan losses as a percent of
     nonperforming loans                               251.85%        209.61%

</TABLE>

Allowance and Provision for Loan Losses

The  allowance for loan losses grew by $162,000 during the  first
six  months of 2004, amounting to $1,841,000 at June 30, 2004  as
compared  to  $1,679,000  at December 31,  2003.   The  allowance
represented  approximately 1.10% of total loans  at  both  dates.
During the first six months of 2004, the Company had loan charge-
offs  of $23,000, no recoveries and recorded a $184,000 provision
for loan losses compared to charge-offs of $23,000, no recoveries
and  a  provision for loan losses of $578,000 for the  first  six
months  of  2003.  The larger provision for loan losses  in  2003
resulted primarily from specific allowances with respect  to  two
commercial  loans  that were identified as  impaired  during  the
period.

The  allowance  for  loan  losses is an  amount  that  management
currently believes will be adequate to absorb estimated  probable
losses  in  the  Company's loan portfolio.   In  determining  the
allowance  for  loan  losses, there is not an  exact  amount  but
rather a range for what constitutes an appropriate allowance.  As
more  fully  discussed in the "Application of Critical Accounting
Policies"  section of this discussion and analysis  of  financial
condition  and results of operations, the process for  estimating
credit losses and determining the allowance for loan losses as of
any  balance  sheet  date is subjective in  nature  and  requires
material  estimates.   Actual results could differ  significantly
from these estimates.

<PAGE>


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


The  amount  of future chargeoffs and provisions for loan  losses
will  be affected by, among other things, economic conditions  in
Jacksonville,  Florida  and  the surrounding  communities.   Such
conditions  could affect the financial strength of the  Company's
borrowers  and  do  affect the value of  real  estate  collateral
securing  the  Company's mortgage loans.  Loans secured  by  real
estate  represent approximately 87% of the Company's total  loans
outstanding  at  June  30,  2004.   In  recent  years,   economic
conditions  in Jacksonville and the surrounding communities  have
been  good  and  real  estate  values  have  continued  to  grow.
However,  such  conditions and values could  deteriorate  in  the
future,  and  such deterioration could be substantial.   If  this
were  to occur, some of the Company's borrowers may be unable  to
make  the required contractual payments on their loans,  and  the
Company may be unable to realize the full carrying value of  such
loans through foreclosure.  However, management believes that the
Company's underwriting policies are relatively conservative  and,
as a result, the Company should not be any more affected than the
overall market.

Future  provisions  and charge-offs could  also  be  affected  by
environmental  impairment of properties  securing  the  Company's
mortgage   loans.   Under  the  Company's  current   policy,   an
environmental  audit is required on practically  all  commercial-
type properties that are considered for a mortgage loan.  At  the
present  time, the Company is not aware of any existing loans  in
the  portfolio where there is environmental pollution originating
on  the  mortgaged  properties that would materially  affect  the
value of the portfolio.


Noninterest Income, Noninterest Expense, and Income Taxes

Noninterest income was $426,000 for the six months ended June 30,
2004,  compared to $340,000 for the 2003 period.  Service charges
on deposit accounts totaled $325,000 in 2004, up from $289,000 in
2003,  due  to  an  increase  in the average  number  of  deposit
accounts.  In addition, the Company recognized a $20,000 gain  on
sale  of foreclosed assets in the first six months of 2004, while
no such gain was recognized in the first six months of 2003.

Noninterest  expense increased to $2,304,000 for the  six  months
ended  June  30, 2004, from $1,980,000 for the six  months  ended
June  30,  2003.  Salaries and employee benefits was the  largest
noninterest  expense  increasing from  $980,000  during  the  six
months  ended  June 30, 2003, to $1,164,000 for the 2004  period.
The increase in total noninterest expenses relates to the overall
growth of the Company.

Income  taxes  for  the  six months ended  June  30,  2004,  were
$433,000  (an effective rate of 37.62%) compared to income  taxes
of  $151,000 for the six months ended June 30, 2003 (an effective
tax rate of 37.56%).


Results  of Operations - Three Months Ended June 30, 2004  Versus
June 30, 2003

Net  income for the second quarter of 2004 was $335,000, or  $.20
per share, as compared to $198,000, or $.13 per share, earned for
the  same  quarter  last  year. The increase  in  net  income  is
attributable  to an increase in net interest income  of  $257,000
and  an  increase  in  noninterest income of  $20,000,  partially
offset by an increase in noninterest expense.

<PAGE>


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


Net  interest  income  increased by  $257,000,  or  18.68%,  from
$1,376,000 for the second quarter of 2003 to $1,633,000  for  the
current  quarter.   The  increase is  primarily  comprised  of  a
positive volume variance of $333,000 and a negative rate variance
of  $76,000.   The reasons for the positive volume  variance  and
negative rate variance are the same as those discussed above with
respect to the six-month periods.

The increase in noninterest income is attributable to an increase
in  service  charges on deposit accounts while  the  increase  in
noninterest  expense  is attributable to increases  in  salaries,
occupancy  and  equipment expense, and other operating  expenses.
The  reasons  for  the increases in service  charges  on  deposit
accounts,  salaries and occupancy and equipment expense  are  the
same  as  those  discussed above with respect  to  the  six-month
periods. The largest component of the increase in other operating
expenses is an increase in advertising expense, which was related
to  the  marketing of the WOW money market accounts discussed  in
the preceding "Overview" section.


Capital

The  Company's capital management policy is designed to build and
maintain  capital  levels that meet regulatory standards.   Under
current  regulatory capital standards, banks  are  classified  as
well  capitalized,  adequately capitalized  or  undercapitalized.
Under  such standards, a well-capitalized bank is one that has  a
total  risk-based capital ratio equal to or greater than  10%,  a
Tier 1 risk-based capital ratio equal to or greater than 6%,  and
a Tier 1 leverage capital ratio equal to or greater than 5%.  The
Company's total risk-based capital, Tier 1 risk-based capital and
Tier  1  leverage capital ratios were 11.73%, 10.45%  and  9.27%,
respectively, at June 30, 2004.

The  Company  has  included  a portion  of  the  trust  preferred
securities that were issued in June 2004 in their Tier 1  Capital
and  Tier 2 Capital.  The Company included $3,592,000 in its Tier
1  Capital  and  an additional $408,000 in its  Tier  2  Capital.
Inclusion  of  the trust preferred securities has  increased  the
Company's total risk-based capital, Tier 1 risk-based capital and
Tier  1  leverage  capital  ratios by  2.28%,  2.05%  and  1.82%,
respectively, at June 30, 2004.

Total stockholders' equity increased by $960,000, or 7.16%,  from
$13,407,000 at December 31, 2003 to $14,367,000 at June 30, 2004.
The  increase is attributable to net income of $718,000, proceeds
from  exercises of common stock warrants of $490,000 and proceeds
from  exercises  of stock options of $80,000.  The  increase  was
partially offset by unrealized losses on securities available for
sale of $328,000.

Cash Flows and Liquidity

Cash  Flows.   The Company's primary sources of cash are  deposit
growth,  maturities  and  amortization of investment  securities,
operations, and federal funds purchased.  The Company  uses  cash
from  these  and  other sources to first fund loan  growth.   Any
remaining   cash   is  used  primarily  to  purchase   investment
securities.   During the first six months of  2004,  the  Company
increased its cash and cash equivalent position by $24.6 million.

<PAGE>


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


Liquidity.  The Company has both internal and external sources of
near-term  liquidity  that can be used to fund  loan  growth  and
accommodate  deposit outflows.  The primary internal  sources  of
liquidity  are  its  overnight position in  federal  funds  sold;
maturities  and monthly payments on the balance of the investment
securities  portfolio  and  the loan  portfolio;  and  investment
securities designated as available-for-sale.  At June  30,  2004,
the  Company had $42,196,000 in federal funds sold and available-
for-sale securities not subject to pledge agreements.

The  Company's primary external sources of liquidity are customer
deposits  and  borrowings  from  other  commercial  banks.    The
Company's  deposit  base  consists of  both  core  deposits  from
businesses  and consumers in its local market area  and  brokered
deposits.  The Company can also borrow overnight federal funds on
an  unsecured  basis  under lines with  other  commercial  banks.
These  lines  in  the  aggregate amount of $3.0  million  do  not
represent legal commitments to extend credit on the part  of  the
other banks.


Forward Looking Statements

"Management's Discussion and Analysis of Financial Condition  and
Results   of   Operations"  and  "Quantitative  and   Qualitative
Disclosures  About  Market Risk" contain various  forward-looking
statements  with  respect to financial performance  and  business
matters.  Such  statements are generally contained  in  sentences
including the words "expect" or "could" or "should" or "would" or
"believe". The
Company  cautions  that  these  forward-looking  statements   are
subject  to  numerous assumptions, risks and  uncertainties,  and
therefore  actual  results  could differ  materially  from  those
contemplated by the forward-looking statements. In addition,  the
Company assumes no duty to update forward-looking statements.


Item 3.  Controls and Procedures

a. Evaluation  of  disclosure controls and  procedures.    The
   Company  maintains controls and procedures designed to  ensure
   that  information required to be disclosed in the reports that
   the  Company  files  or submits under the Securities  Exchange
   Act  of  1934 is recorded, processed, summarized and  reported
   within  the time periods specified in the rules and  forms  of
   the  Securities  and Exchange Commission.   Based  upon  their
   evaluation  of those controls and procedures performed  as  of
   the  end  of  the  period covered by this  report,  the  Chief
   Executive  and  principal financial  officer  of  the  Company
   concluded   that   the  Company's  disclosure   controls   and
   procedures were adequate.

b. Changes in internal controls.   The Company made no changes
   in  its  internal control over financial reporting during  its
   most   recent   quarter  that  has  materially  affected   the
   Company's internal control over financial reporting.


<PAGE>

                   PART II - OTHER INFORMATION


Item 1. Legal Proceedings
        -----------------
        None

Item 2. Changes in Securities
        ---------------------
        None

Item 3. Defaults on Senior Securities
        -----------------------------
        None

Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------
        None

Item 5. Other Information
        -----------------
        None

Item 6. Exhibits and Reports on Form 8-K
        --------------------------------
        (a)  Exhibit No. 3.1:  Articles of Incorporation of the
             Company (1)
             Exhibit No. 3.2:  Amended Bylaws of the Company (2)
             Exhibit No. 31.1: Certification of principal
                               executive officer required by Rule
                               13a-14(a)/15d-14(a) of the Exchange
                               Act
             Exhibit No. 31.2: Certification of principal
                               financial officer required by Rule
                               13a-14(a)/15d-14(a) of the Exchange
                               Act
             Exhibit No. 32:   Certification pursuant to 18 U.S.C.
                               Section 1350, as adopted pursuant
                               to Section 906 of the Sarbanes-Oxley
                               Act of 2002

        (1)  Incorporated herein by reference from the Exhibits to
             Form SB-2, Registration Statement and amendments thereto,
             as effective on September 30, 1998, Registration No.
             333-64815.
        (2)  Incorporated herein by reference from the Exhibits to Form
             10-QSB for the quarter ended June 30, 2002, filed August 14,
             2002.

      (b)  Reports on Form 8-K

           During  the  quarter ended June 30, 2004 (and  thereafter
           to  the  date  hereof)  the Company filed  the  following
           reports  on  Form  8-K with the Securities  and  Exchange
           Commission:

           1) The Company filed a Form 8-K dated April 30, 2004 to
              report that it had terminated the services of Hacker,
              Johnson & Smith PA as the auditors of the Company.
              The Company further engaged Crowe Chizek and Company LLC
              to serve as its principal independent accountant in
              auditing the Company's financial statements and performing
              review of interim filings.  A letter from Hacker, Johnson
              & Smith PA stating that they were dismissed as principal
              accountants of the Company and they had read the Company's
              statement was furnished as an Exhibit to the Form 8-K
              filing.

<PAGE>
           2) The  Company  filed a Form 8-K dated May 13,  2004  to
              report  that it had issued a press release  disclosing
              material   non-public   information   regarding    the
              Company's  financial condition as of  March  31,  2004
              and  results of operations for the year and  quarterly
              period  then  ended.  The press release was  furnished
              as Exhibit 99.1 to the Form 8-K filing.

           3) The Company filed a Form 8-K dated May 18, 2004 to report
              that it had issued a press release disclosing the
              appointment of Valerie Kendall as its Chief Financial
              Officer and the resignation of Cheryl L. Whalen as its
              prior Executive Vice President / Chief Financial Officer.
              The press release was furnished as Exhibit 99.1 to the
              Form 8-K filing.

            4)The Company filed a Form 8-K dated June 29, 2004 to report
              that it had issued a press release announcing the private
              placement of $4 million in floating rate trust preferred
              securities through a newly formed Delaware statutory trust.
              The press release was furnished as Exhibit 99.1 to the
              Form 8-K.

<PAGE>

                           SIGNATURES


In accordance with the requirement of the Securities Exchange Act
of  1934,  the registrant has caused this report to be signed  on
its behalf by the undersigned, thereunto duly authorized.




Date:  August 12, 2004              /s/ Gilbert J. Pomar, III
                                    -------------------------
                                    Gilbert J. Pomar, III
                                    President and Chief Executive
                                    Officer





Date:  August 12, 2004              /s/ Valerie A. Kendall
                                    -----------------------
                                    Valerie A. Kendall
                                    Chief Financial Officer


<PAGE>



                          EXHIBIT 31.1

                          CERTIFICATION

I, Gilbert J, Pomar, III, certify that:

  1. I have reviewed this quarterly report on Form 10-QSB of
     Jacksonville Bancorp, Inc;

  2. Based on my knowledge, this quarterly report does not contain
     any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in light of
     the circumstances under which such statements were made, not
     misleading with respect to the period covered by this quarterly
     report;

  3. Based on my knowledge, the financial statements, and other
     financial information included in this report, fairly present in
     all material respects the financial condition, results of
     operations and cash flows of the small business issuer as of, and
     for, the periods presented in this report;

  4. The small business issuer's other certifying officer(s) and I
     are responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules 13a-
     15(e) and 15d-15(e)) for the small business issuer and have:

     a.designed such disclosure controls and procedures, or caused
       such disclosure controls and procedures to be designed under our
       supervision, to ensure that material information relating to the
       small business issuer, including its consolidated subsidiaries,
       is made known to us by others within those entities, particularly
       during the period in which this report is being prepared;

     b.evaluated the effectiveness of the small business issuer's
       disclosure controls and procedures and presented in this report
       our conclusions about the effectiveness of the disclosure
       controls and procedures as of the end of the period covered by
       this report based on such evaluation; and

     c.disclosed in this report any change in the small business
       issuer's internal control over financial reporting that occurred
       during the small business issuer's most recent fiscal quarter
       (the small business issuer's fourth fiscal quarter in the case of
       an annual report) that has materially affected the small business
       issuer's internal control over financial reporting; and

  5. The small business issuer's other certifying officer(s) and I
     have disclosed, based on our most recent evaluation of internal
     control over financial reporting, to the small business issuer's
     auditors and the audit committee of the small business issuer's
     board of directors (or persons performing the equivalent
     functions):

     a.all significant deficiencies and material weaknesses in the
       design or operation of internal control over financial reporting
       which are reasonably likely to adversely affect the small
       business issuer's ability to record, process, summarize and
       report financial information; and

     b.any fraud, whether or not material, that involves management
       or other employees who have a significant role in the small
       business issuer's internal control over financial reporting.

Date:  August 12, 2004    /s/ Gilbert J. Pomar, III
                          -------------------------
                          Gilbert J. Pomar, III
                          President & Chief Executive Officer

<PAGE>



                          EXHIBIT 31.2

                          CERTIFICATION

I, Valerie A. Kendall, certify that:

  1. I have reviewed this quarterly report on Form 10-QSB of
     Jacksonville Bancorp, Inc;

  2. Based on my knowledge, this quarterly report does not contain
     any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in light of
     the circumstances under which such statements were made, not
     misleading with respect to the period covered by this quarterly
     report;

  3. Based on my knowledge, the financial statements, and other
     financial information included in this report, fairly present in
     all material respects the financial condition, results of
     operations and cash flows of the small business issuer as of, and
     for, the periods presented in this report;

  4. The small business issuer's other certifying officer(s) and I
     are responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules 13a-
     15(e) and 15d-15(e)) for the small business issuer and have:

     a.designed such disclosure controls and procedures, or caused
       such disclosure controls and procedures to be designed under our
       supervision, to ensure that material information relating to the
       small business issuer, including its consolidated subsidiaries,
       is made known to us by others within those entities, particularly
       during the period in which this report is being prepared;

     b.evaluated the effectiveness of the small business issuer's
       disclosure controls and procedures and presented in this report
       our conclusions about the effectiveness of the disclosure
       controls and procedures as of the end of the period covered by
       this report based on such evaluation; and

     c.disclosed in this report any change in the small business
       issuer's internal control over financial reporting that occurred
       during the small business issuer's most recent fiscal quarter
       (the small business issuer's fourth fiscal quarter in the case of
       an annual report) that has materially affected the small business
       issuer's internal control over financial reporting; and

  5. The small business issuer's other certifying officer(s) and I
     have disclosed, based on our most recent evaluation of internal
     control over financial reporting, to the small business issuer's
     auditors and the audit committee of the small business issuer's
     board of directors (or persons performing the equivalent
     functions):

     a.all significant deficiencies and material weaknesses in the
       design or operation of internal control over financial reporting
       which are reasonably likely to adversely affect the small
       business issuer's ability to record, process, summarize and
       report financial information; and

     b.any fraud, whether or not material, that involves management
       or other employees who have a significant role in the small
       business issuer's internal control over financial reporting.

Date:  August 12, 2004     /s/ Valerie A. Kendall
                           -------------------------
                           Valerie A. Kendall
                           Chief Financial Officer

<PAGE>


                           EXHIBIT 32


        Certification Pursuant To 18 U.S.C. Section 1350,
       As Enacted Pursuant To Section 906 of the Sarbanes-
                        Oxley Act of 2002


In connection with the Quarterly Report of Jacksonville Bancorp,
Inc. (the "Company") on Form 10-QSB for the period ending June
30, 2004 as filed with the Securities and Exchange Commision (the
"Report"), the undersigned certify, pursuant to 18 U.S.C. Section
1350, as enacted pursuant to Section 906 of the Sarbances-Oxley
Act of 2002, that:

(1)  The Report fully complies with the requirements of section
     13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)  The information contained in the Report fairly presents, in
     all material respects, the financial condition and results of
     operations of the Company as of and for the period covered by the
     Report.


Date:  August 12, 2004    /s/ Gilbert J. Pomar, III
                          ---------------------------
                          Gilbert J. Pomar, III
                          President & Chief Executive Officer


Date:  August 12, 2004    /s/ Valerie A. Kendall
                          ---------------------------
                          Valerie A. Kendall
                          Chief Financial Officer


<PAGE>