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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 AMENDMENT NO. 3
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2004
 Or
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
 For the transition period from ___to ___
 Commission file number 0-25033
 THE BANC CORPORATION
  Delaware(State or Other Jurisdiction of
Incorporation or Organization)
    
    63-1201350(I.R.S. Employer
Identification No.)17 North 20th Street
Birmingham, Alabama(Address of Principal Executive Offices)
    
    35203(Zip Code)
 (205) 327-3600    NONE   Common Stock, par value $.001 per share
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   DOCUMENTS INCORPORATED BY REFERENCE




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|                                                               |                                                  |  |  |  |  |  |  | 
|-------------------------------------------------------------- | ------------------------------------------------ |  |  |  |  |  |  | 
|PART II                                                       
|                                                               | Item 9A. Controls and Procedures                
|PART IV                                                       
|                                                               | Item 15. Exhibits, Financial Statement Schedules
|EX-23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|EX-31 SECTION 302 CERTIFICATIONS OF THE CEO AND PFO           
|EX-32 SECTION 906 CERTIFICATIONS OF THE CEO AND PFO           



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EXPLANATORY NOTE
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PART II
 
 
 Item 9A. Controls and Procedures.
 CEO and PFO Certification
  Evaluation of Disclosure Controls and Procedures
   Accounting for Derivative Instruments and Hedging Activities
  Managements Report on Internal Control over Financial Reporting
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
    
    Pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets;
 
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that our receipts and
expenditures are being made only in accordance with authorizations of our management and
directors; and
 
    
    Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect on the
financial statements.
  Internal Control  Integrated
Framework
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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6




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Changes in Internal Control over Financial Reporting
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PART IV
 
 Item 15. Exhibits, Financial Statement Schedules.
 Exhibits
  (23)
    
    Consent of Carr, Riggs & Ingram LLC(31)
    
    Certifications of Chief Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)(32)
    
    Certifications of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.
Section 1350
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SIGNATURES
  THE BANC CORPORATIONBy
    
    /s/ C.Stanley BaileyC. Stanley BaileyChief Executive Officer
   Signature
    
    Title
    
    Date

/s/ C. Stanley Bailey
    
    Chief Executive Officer (Principal
    
    February 17, 2006C. Stanley Bailey
    
    Executive Officer) and Director/s/ James C. Gossett
    
    Chief Accounting Officer
    
    February 17, 2006James C. Gossett
    
    (Principal Financial and AccountingOfficer)*
    
    Chairman of the Board
    
    February 17, 2006James A. Taylor*
    
    Director
    
    February 17, 2006James Mailon Kent, Jr.*
    
    Director
    
    February 17, 2006K. Earl Durden*
    
    Director
    
    February 17, 2006Roger Barker*
    
    Director
    
    February 17, 2006Thomas E. Jernigan, Jr.*
    
    Director
    
    February 17, 2006Michael E. Stephens
 *By
    
    /s/ C. Stanley BaileyC. Stanley BaileyAttorney-in-Fact
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##### Table of Contents



Signature
    
    Title
    
    Date

/s/ C. Marvin Scott
    
    Director
    
    February 17, 2006C. Marvin Scott/s/ Rick D. Gardner
    
    Director
    
    February 17, 2006Rick D. Gardner/s/ Barry Morton
    
    Director
    
    February 17, 2006Barry Morton/s/ James M. Link
    
    Director
    
    February 17, 2006James M. Link/s/ James C. White, Sr.
    
    Director
    
    February 17, 2006James C. White, Sr.Director
    
    February 17, 2006Robert R. Parrish, Jr.
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