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 March 31, 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  May 13, 2004, the latest practicable date, 1,482,336 of
the issuer's common shares, $.01 par value, were issued and
outstanding.

Transitional Small Business Disclosure Format (Check one):

Yes [ ]      No [X]

<PAGE>


                              INDEX

<TABLE>                                                      Page
<CAPTION>

<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                                8

     Item 3. Controls and Procedures                         15


PART II - OTHER INFORMATION

     Item 1. Legal Proceedings                               16

     Item 2. Changes in Securities                           16

     Item 3. Defaults Upon Senior Securities                 16

     Item 4. Submission of Matters to a Vote of Security
             HolderS                                         16

     Item 5. Other Information                               16

     Item 6. Exhibits and Reports on Form 8-K                16

SIGNATURES                                                   17

CERTIFICATIONS                                               18

</TABLE>
<PAGE>

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


<TABLE>
<CAPTION>
                                             March 31,   December 31,
                                                2004         2003
                                             ---------   ------------
<S>                                          <C>         <C>
ASSETS
Cash and due from banks                      $  4,109    $   3,661
Federal funds sold                              2,921          233
                                             --------    ---------
  Total cash and cash equivalents               7,030        3,894
Securities available for sale                  14,008       16,780
Securities held to maturity                        50           50
Loans, net of allowance for loan losses       160,706      150,976
Premises and equipment, net                     2,875        2,940
Foreclosed assets, net                             --          395
Federal Home Loan Bank stock                      375          266
Accrued interest receivable and other assets    1,297        1,566
                                             --------    ---------

    Total assets                             $186,341    $ 176,867


LIABILITIES
Deposits                                     $171,844   $  158,539
Federal funds purchased                            --        4,296
Accrued expenses and other liabilities            480          625
                                             --------   ----------
  Total liabilities                           172,324      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, 1,478,616 and
  1,467,166 shares issued                          15           15
Additional paid-in capital                     14,378       14,230
Accumulated deficit                              (406)        (789)
Accumulated other comprehensive income (loss)      30          (49)
                                              --------    ---------
  Total shareholders' equity                   14,017       13,407
                                              --------    ---------

     Total liabilities and shareholders'
       equity                               $ 186,341   $  176,867
                                            ==========  ===========
</TABLE>
<PAGE>


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


<TABLE>
<CAPTION>

                                                Three Months Ended
                                                    March 31,
                                                    ---------
                                                   2004      2003
                                                   ----      ----
<S>                                              <C>       <C>
Interest and dividend income
  Loans, including fees                          $ 2,197   $ 1,771
  Securities                                         222       199
  Other                                               14         7
                                                 -------   -------
     Total interest income                         2,433     1,977

Interest expense
  Deposits                                           849       725
  Other                                                2         8
                                                 -------   -------
     Total interest expense                          851       733
                                                 =======   =======

Net interest income                                1,582     1,244
Provision for loan losses                            127       356
                                                 -------   -------
Net interest income after provision for loan
  losses                                           1,455       888

Noninterest income
  Service charges on deposit accounts                155       131
  Gain on sale of foreclosed assets                   20        --
  Other income                                        42        21
                                                 -------   -------
     Total noninterest income                        217       152

Noninterest expense
  Salaries and employee benefits                     530       500
  Occupancy and equipment                            164       148
  Other                                              372       307
                                                 -------   -------
     Total noninterest expense                     1,066       955
                                                 -------   -------
Income before income taxes                           606        85
Income tax expense                                   223        32
                                                 -------   -------
Net income                                       $   383   $    53
                                                 =======   =======
Weighted average:
  Common shares                                1,469,523 1,467,066
  Dilutive stock options and warrants            116,730    25,586
                                               --------- ---------
                                               1,586,253 1,492,652
                                               ========= =========

Basic earnings per common share                 $    .26  $    .04
                                               ========= =========
Diluted earnings per common share               $    .24  $    .04

</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                                                          53                         53
 Change in unrealized gain on
  securities available for sale,
  net of tax effects                                                               39           39
                                                                                         ---------
                                                                                                92
  Total comprehensive income    --------- -------  ---------   ---------    ---------    ---------

Balance at March 31, 2003      1,467,066 $     15  $ 14,229    $ (1,740)    $     155    $  12,659
                               ========= ========  ========    =========    =========    =========

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

Comprehensive income:
 Net income                                                         383                        383
 Change in unrealized gain
   (loss) on securities
   available for sale, net of tax effects                                          79           79
                                                                                         ---------
 Total comprehensive income                                                                    462

Exercise of common stock
  warrants                        11,450                 148                                   148
                               --------- --------  ---------   -----------  ----------   ---------

Balance at March 31, 2004      1,478,616 $     15  $  14,378   $     (406)  $       30   $  14,017
                               ========= ========  =========   ===========  ==========   =========

</TABLE>
<PAGE>


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

<TABLE>
<CAPTION>

                                                       Three Months Ended
                                                            March 31,
                                                        2004       2003
                                                        ----       ----
<S>                                                     <C>        <C>
Cash flows from operating activities
  Net income                                           $   383    $    53
  Adjustments to reconcile net income to net
    cash from operating activities:
     Depreciation and amortization                          73         68
     Net amortization of deferred loan costs               (13)         2
     Provision for loan losses                             127        356
     Deferred income taxes                                 223         32
     Discount accretion, net of amortization                 1         (7)
     Gain on sale of foreclosed assets                     (20)        --
     Net change in accrued interest receivable and
        other assets                                        (2)      (185)
     Net change in accrued expenses and other
        liabilities                                       (145)       (20)
                                                       --------    -------
       Net cash from operating activities                  627        299

Cash flows from investing activities
  Purchases of securities available for sale                --     (3,497)
  Proceeds from maturities of securities available
     for sale                                            2,897        717
  Net change in loans                                   (9,844)   (13,826)
  Premises and equipment expenditures, net                  (7)       (22)
  Proceeds from sale of foreclosed assets                  415         --
  Purchases of Federal Home Loan Bank stock               (109)      (134)
                                                       --------   --------
     Net cash from investing activities                 (6,648)   (16,762)

Cash flows from financing activities
  Net change in deposits                                13,305     19,943
  Net change in federal funds purchased                 (4,296)        --
  Repayment of other borrowings                             --     (3,524)
  Proceeds from exercise of common stock warrants          148         --
                                                       -------     -------
     Net cash from financing activities                  9,157     16,419
                                                       -------     -------

Net change in cash and cash equivalents                  3,136        (44)
Cash and cash equivalents at beginning of period         3,894      4,281
                                                       -------     -------

Cash and cash equivalents at end of period             $ 7,030    $ 4,237
                                                       =======    ========

Supplemental disclosures of cash flow information
  Cash paid during the period for
     Interest                                          $   834    $   718
     Income taxes                                           --         --

</TABLE>
<PAGE>

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (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 March 31, 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

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
                                                  March 31,
                                              2004       2003
                                              ----       ----
  <S>                                        <C>         <C>
  Net income as reported                     $   383     $   53
  Deduct:  Stock-based compensation expense
  determined under fair value based method        18          5
                                             -------     -------

  Pro forma net income                       $   365     $   48
                                             =======     =======

  Basic earnings per share as reported       $   .26     $  .04
  Pro forma basic earnings per share             .25        .03

  Diluted earnings per share as reported     $   .24     $  .04
  Pro forma diluted earnings per share           .23        .03

</TABLE>
<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 March 31,
2004 compared to December 31, 2003, and the results of operations
for  the three months ended March 31, 2004 compared with the same
period  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 March 31, 2004 were $186.3 million  compared  to
$176.9 million at December 31, 2003, an increase of $9.4 million,
or 5.3%.  The increase in total assets was primarily attributable
to  an increase in net loans receivable of $9.7 million, or  6.4%
from  $151.0  million at December 31, 2003 to $160.7  million  at
March  31,  2004.  The increase in net loans receivable  consists
primarily of an increase in residential real estate loans.

Total deposits were $171.8 million at March 31, 2004 compared  to
$158.5  million  at  December  31, 2003,  an  increase  of  $13.3
million, or 8.4%.   The Company experienced an increase in  money
market,   NOW   and  savings  accounts  of  $11.7  million.   The
certificate  of deposit portfolio as a percent of total  deposits
was  66.5%  at  March  31, 2004 and 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 first quarter of 2004 the Company earned 24 cents  per
share.   This compares to earnings of 4 cents per share  for  the
same quarter last year, resulting in an increase in earnings  for
the  current quarter of 20 cents.  Despite the  first
quarter  increase,  the negative influence  on  earnings  of  low
interest  rates continues.  Net interest margin decreased  by  24
basis points from 3.87% in the first quarter of 2003 to 3.63% for
the  current quarter.  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>


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>
<PAGE>

                                          Three Months Ended March 31,
                                         2004                      2003
                               ------------------------   -----------------------
                               Average          Average   Average         Average
                               Balance Interest  Rate     Balance Interest  Rate
                               ------- --------  ----     ------- --------  ----
                                             (Dollars in thousands)
<S>                          <C>        <C>      <C>       <C>     <C>      <C>
Interest-earning assets:
  Loans, net (1)              $ 153,863  $ 2,197  5.74%$   114,055 $ 1,771  6.30%
  Securities                     15,616      222  5.72      13,852     199  5.83
  Other interest-earning
    assets (2)                    5,844       14  0.96       2,446       7  1.16
                              ---------  -------  ------   -------  ------  ------
 Total interest-earning assets  175,323    2,433  5.58     130,353   1,977  6.15
  Noninterest-earning assets      8,256                      8,548
                              ---------                    -------
     Total asset    s         $ 183,579                  $ 138,901
                              =========                  =========
Interest-bearing liabilities:
  Savings and NOW deposits    $  21,797  $    44  0.81   $  18,641  $   55  1.20
  Money market deposits          11,519       44  1.54       3,999      11  1.12
  Time deposits                 117,320      761  2.61      85,195     659  3.14
  Other borrowings                  424        2  1.90       1,657       8  1.96
                              ---------  -------         ---------  ------

 Total interest-bearing
   liabilities                  151,060      851  2.27     109,492     733  2.72
                                         -------                    ------
  Noninterest-bearing
   liabilities                   18,864                     16,635
  Stockholders' equity           13,655                     12,774
                              ---------                   --------
     Total liabilities and
       stockholders' equity  $  183,579                   $138,901
                             ==========                   ========
Net interest income                       $1,582                    $1,244
                                          ======                    ======

Interest rate spread (3)                          3.31%                     3.43%
                                                  =====                     =====
Net interest margin (4)                           3.63%                     3.87%
                                                  =====                     =====

</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>


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>


                                        Three Months Ended March 31,
                                           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                    $   578      $ (152)            $   426
     Securities                         25          (2)                 23
     Other interest-earning assets       8          (1)                  7
                                   -------      -------            -------

  Total interest income                611        (155)                456
                                   -------      -------            -------
  Interest expense:
     Savings and NOW deposits            8         (19)                (11)
     Money market deposits              27           6                  33
     Time deposits                     220        (118)                102
     Other borrowings                   (6)         --                  (6)
                                   --------     -------            --------
  Total interest expense               249        (131)                118
                                   --------     -------            --------

  Increase (decrease) in net
     interest income                $  362      $  (24)           $    338
                                   ========     =======           =========

</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  $338,000,  or  27.2%,  from
$1,244,000  for the first quarter of 2003 to $1,582,000  for  the
current  quarter.   As  can be seen from  the  above  rate/volume
analysis,  the  increase  is primarily comprised  of  a  positive
volume  variance  of  $362,000 and a negative  rate  variance  of
$24,000.

Volume Variance.  When comparing the first quarter of 2004 to the
same  quarter last year, the Company experienced continued 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
residential real estate loans.  The aggregate positive impact  of
the  core  deposit and loan growth largely comprise the  positive
volume  variance  of $362,000 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 $24,000.

<PAGE>

Net  interest margin decreased by 24 basis points when  comparing
the  first  quarter of 2004 to the same quarter last year.   When
applied to average total interest-earning assets of approximately
$175.3 million for the first quarter of 2004, the decline in  net
interest  margin results in a decrease in net interest income  of
approximately  $91,000.   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  the
upcoming  year.   If this were to occur 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>


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 March 31, 2004 and December 31,
2003 are as follows:

<TABLE>
<CAPTION>

                                                  March 31, December 31,
                                                    2004       2003
                                                    ----       ----
                                                (Dollars in thousands)

  <S>                                         <C>           <C>
  Nonaccruing loans                           $    686      $    726
  Loans past due over 90 days still on
     accrual                                        --            75
                                              --------      --------
  Total nonperforming loans                        686           801
  Foreclosed assets, net                            --           395
                                              --------      --------
  Total nonperforming assets                  $    686      $  1,196
                                              ========      ========

  Allowance for loan losses                   $  1,783      $  1,679

  Nonperforming assets as a percent of
     total assets                                  .37%          .68%
  Nonperforming loans as a percent of gross
     loans                                         .42%          .52%
  Allowance for loan losses as a percent of
     nonperforming loans                        259.91%       209.61%

</TABLE>


ALLOWANCE AND PROVISION FOR LOAN LOSSES

The  allowance for loan losses grew by $104,000 during the  first
quarter  of  2004, amounting to $1,783,000 at March 31,  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 quarter of 2004, the Company had loan  charge-
offs  of $23,000, no recoveries and recorded a $127,000 provision
for loan losses.  Compared to charge-offs of $23,000, no
recoveries and a provision for loan losses of $365,000 for the
first quarter 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
quarter.

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>


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  March  31,  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 $217,000 for the three months ended  March
31,  2004,  compared  to $152,000 for the 2003  period.   Service
charges  on  deposit accounts totaled $155,000 in 2004,  up  from
$131,000  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 quarter of  2004,
while no such gain was recognized in the first quarter of 2003.

Noninterest expense increased to $1,066,000 for the three  months
ended  March  31, 2004, from $955,000 for the three months  ended
March  31, 2003.  Salaries and employee benefits was the  largest
noninterest  expense increasing from $500,000  during  the  three
months  ended  March 31, 2003, to $530,000 for the  2004  period.
The increase in total noninterest expenses relates to the overall
growth of the Company.

Income  taxes  for the three months ended March  31,  2004,  were
$223,000  (an effective rate of 36.80%) compared to income  taxes
of  $32,000  for  the  three  months ended  March  31,  2003  (an
effective tax rate of 37.65%).

<PAGE>

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 9.98%,  8.85%  and  7.62%,
respectively, at March 31, 2004.

Total  stockholders' equity increased by $610,000, or 4.5%,  from
$13,407,000  at  December 31, 2003 to $14,017,000  at  March  31,
2004.   The  increase is attributable to net income of  $383,000,
other comprehensive income of $79 and proceeds from exercises  of
common stock warrants of $148,000.


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 quarter  of  2004,  the  Company
increased its cash and cash equivalent position by $3.1 million.

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 March 31,  2004,
the  Company had $16,929,000 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.

<PAGE>

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 March 31, 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 February 20, 2004 to
           report that it had issued a press release disclosing
           material non-public information regarding the Company's
           financial condition as of December 31, 2003 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.

<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:  May 14, 2004                 /s/ Gilbert J. Pomar, III
       ------------                 ----------------------------
                                    Gilbert J. Pomar, III
                                    President and Chief Executive
                                    Officer





Date:  May 14, 2004                 /s/ Leonard A. Mann, Jr.
       ------------                 -------------------------------
                                    Leonard A. Mann, Jr.
                                    Vice President and Controller
                                    (principal 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:  May 14, 2004       /s/ Gilbert J. Pomar, III
                          ----------------------------
                          Gilbert J. Pomar, III
                          President & Chief Executive
                          Officer

<PAGE>

EXHIBIT 31.2

                          CERTIFICATION

I, Leonard A. Mann, Jr., 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:  May 14, 2004                 /s/ Leonard A. Mann, Jr.
                                    -----------------------------
                                    Leonard A. Mann, Jr.
                                    Vice President and Controller

<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 March
31, 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:  May 14, 2004                 /s/ Gilbert J. Pomar, III
                                    -------------------------
                                    Gilbert J. Pomar, III
                                    President & Chief Executive
                                    Officer

Date:  May 14, 2004                 /s/ Leonard A. Mann, Jr.
                                    --------------------------
                                    Leonard A. Mann, Jr.
                                    Vice President and Controller

<PAGE>