LAMAR CAPITAL CORPORATION

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

                                    FORM 10-Q


             Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

               For the quarterly period ended September 30, 1999
                       Commission file number: 000-25145



                            LAMAR CAPITAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                Mississippi                      64-0733976
     --------------------------------      -----------------------
     (State or other  jurisdiction of      (I.R.S. Employer
      incorporation of organization)        Identification Number)

        Registrant's telephone number, including area code: 601-794-6047


                                 NOT APPLICABLE
          -------------------------------------------------------------
          (name, address and fiscal year, if changed since last report)


      Indicate  by check mark  whether the registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange  Act of
1934  during  the  preceding  12 months (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                              Yes   X     No
                                 -------     -------

      Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

           Class                   Outstanding as of November 11, 1999
           -----                   ---------------------------------
Common stock ($.50 par value)               4,315,707 shares


<PAGE>

                            LAMAR CAPITAL CORPORATION
                                    FORM 10-Q
                                      INDEX


                                                                           PAGE

PART I.   FINANCIAL INFORMATION

  ITEM 1.   Financial Statements and Supplementary Data

              Consolidated Balance Sheets -
              September 30, 1999 (Unaudited) and December 31, 1998            4


              Consolidated Statements of Income and Comprehensive
              Income (Unaudited) -
              Three Months Ended September 30, 1999 and 1998 and
              Nine Months Ended September 30, 1999 and 1998                   6

              Consolidated Statements of Changes in Stockholders' Equity
              Nine Months Ended September 30, 1999 (Unaudited) and
              year ended December 31,1998                                     7

              Consolidated Statements of Cash Flows (Unaudited) -
              Nine Months Ended September 30, 1999 and 1998                   8

              Notes to Consolidated Financial Statements (Unaudited)          9


  ITEM 2.   Management's Discussion and Analysis of
            Financial Condition and Results of Operations                     9

  ITEM 3.   Quantitative and Qualitative Disclosures about Market Risk       14

PART II.  OTHER INFORMATION

  ITEM 2.   Changes in Securities and Use of Proceeds                        16

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

SIGNATURES                                                                   18


<PAGE>


PART I. FINANCIAL INFORMATION

      In addition to historical  information,  this report  contains  statements
which constitute  forward-looking  statements and information which are based on
management's  beliefs,  plans,  expectations  and assumptions and on information
currently  available  to  management.   The  words  "may,"  "should,"  "expect,"
"anticipate,"  "intend," "plan," "continue,"  "believe," "seek," "estimate," and
similar  expressions  used in this report that do not relate to historical facts
are intended to identify forward-looking statements.  These statements appear in
a number of places in this  report,  including,  but not limited to,  statements
found in Item 2  "Management's  Discussion  and  Analysis."  All  phases  of the
Company's  operations  are  subject  to a  number  of risks  and  uncertainties.
Investors  are  cautioned  that  any  such  forward-looking  statements  are not
guarantees of future performance and involve risks and  uncertainties,  and that
actual results may differ materially from those projects in the  forward-looking
statements.  Among  the  factors  that  could  cause  actual  results  to differ
materially are the risks and  uncertainties discussed in this report, including,
without limitation,  the portions referenced above, and the  uncertainties  set
forth from time to time in the Company's other public reports  and  filings and
public statements,  many of which are beyond the control of the Company, and any
of which, or a combination of which, could materially  affect the results of the
Company's  operations and whether forward-looking statements made by the Company
ultimately prove to be accurate.



<PAGE>

ITEM 1. FINANCIAL STATEMENTS

                   LAMAR CAPITAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

                                                SEPTEMBER 30,     DECEMBER 31,
                                                    1999              1998
                                                -------------     -------------
                                                 (UNAUDITED)
ASSETS

Cash and due from banks                            $ 14,771          $15,038
Federal funds sold                                   11,830           11,400
                                                -------------     -------------
Cash and cash equivalents                            26,601           26,438
Securities available for sale (amortized cost -
  $99,378 in 1999 and $57,159 in 1998)               95,308           57,814
Securities held to maturity (fair value -
  $34,316 in 1999 and $33,512 in 1998)               34,907           33,014
Loans:
     Real Estate:
           Residential                               68,728           62,333
           Construction                              11,785            9,095
           Commercial                                35,119           31,915
     Consumer                                        70,208           61,686
     Commercial                                      48,716           39,493
                                                -------------     -------------
                                                    234,556          204,522
Unearned Income                                      (2,488)          (3,862)
Allowance for loan losses                            (3,916)          (3,564)
                                                -------------     -------------
Net loans                                           228,152          197,096
Accrued interest receivable                           3,702            3,256
Premises and equipment                               10,035            9,111
Federal Home Loan Bank stock                          3,500              788
Other assets                                          4,671            2,999
                                                -------------     -------------
     Total assets                                 $ 406,876        $ 330,516
                                                =============     =============

      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Deposits:
Non-interest bearing                              $  28,107        $  27,841
Interest bearing:
  Demand                                             93,654           81,516
  Savings                                            10,121            9,437
  Time deposits less than $100,000                  121,359          114,438
  Time deposits more than $100,000                   44,436           45,040
                                                -------------     -------------
     Total deposits                                 297,677          278,272
Interest payable                                        832              615
Other liabilities                                     1,584            1,178
Other borrowed funds                                 74,120           19,120
                                                -------------     -------------
     Total liabilities                              374,213          299,185

STOCKHOLDERS' EQUITY

Common stock, $ .50 par value, 50,000,000             2,158            2,065
  shares  authorized,  4,315,707  shares
  issued and outstanding at September 30,
  1999 and 4,130,707 shares issued and
  outstanding at December 31, 1998
Paid-in capital                                      17,513           15,885
Retained earnings                                    15,545           12,970
Accumulated other comprehensive income (loss)        (2,553)             411
                                                -------------     -------------
     Total stockholders' equity                      32,663           31,331
                                                -------------     -------------
     Total liabilities and stockholders'
       equity                                    $  406,876        $ 330,516
                                                =============     =============

See accompanying notes.

<PAGE>


                   LAMAR CAPITAL CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


                                          THREE MONTHS ENDED   NINE MONTHS ENDED
                                             SEPTEMBER 30,       SEPTEMBER 30,
                                           1999        1998     1999      1998
                                           ----        ----     ----      ----
Interest income:
Loans, including fees                     $5,622    $ 4,835    $16,118  $13,703
Federal funds sold                           118        141        314      531
Interest on securities:
Taxable                                    1,590        871      4,478    2,227
Non-taxable                                  443        405      1,309    1,102
                                         --------    -------    -------  -------
                                           2,033      1,276      5,787    3,329
                                         --------    -------    -------  -------
     Total interest income                 7,773      6,252     22,219   17,563
Interest expense:
Deposits                                   3,503      3,382     10,294    9,292
Other borrowed funds                         825        308      2,087      921
                                         --------    -------    -------  -------
Total interest expense                     4,328      3,690     12,381   10,213
                                         --------    -------    -------  -------
Net interest income                        3,445      2,562      9,838    7,350
Provision for loan losses                    415        200        804      559
Net interest income after                --------    -------    -------  -------
  provision for loan losses                3,030      2,362      9,034    6,791

Other income:
Service charges on deposit
  accounts                                   577        445      1,533    1,329
Gain on sale of securities
  available for sale                           -          1          6      222
Other fees and operating income              364        339      1,087      986
                                         --------    -------    -------  ------
     Total other income                      941        785      2,626    2,537

Other expense:
Salaries and employee benefits             1,446      1,181      4,090    3,450
Occupancy expense                            188        171        534      482
Furniture and equipment expense              306        236        836      671
Other operating expense                      692        552      1,934    1,578
                                         --------    -------    -------  -------
     Total other expense                   2,632      2,140      7,394    6,181
                                         --------    -------    -------  -------
Income before income taxes                 1,339      1,007      4,266    3,147
Income tax expense                           355        252      1,130      787
                                         --------    -------    -------  -------
Net income                                   984        755      3,136    2,360

Other comprehensive income (loss),
 net of income taxes:
Change in unrealized gain (loss)
  on securities available for sale          (677)       359     (2,964)     243
Reclassification of realized amount            -          -         (4)    (139)
                                         --------    -------   --------  -------
Net unrealized gain (loss)
  recognized in comprehensive
  income                                    (677)       359     (2,968)     104
                                         --------    -------   --------  -------
     Comprehensive income                $   307     $1,114    $   168   $2,464
                                         ========    =======   ========  =======

Earnings per share - basic and
  dilutive                               $   .23     $  .27    $   .73   $  .86
                                         ========    =======   ========  =======

Weighted average shares outstanding -
  basic and dilutive                       4,316      2,767      4,308    2,751
                                         ========    =======   ========  =======

See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

                                            LAMAR CAPITAL CORPORATION AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                             (IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
                                                            (UNAUDITED)

                                                                            ACCUMULATED
                                                                               OTHER                                 TOTAL
                                  COMMON STOCK       PAID-IN    RETAINED   COMPREHENSIVE      TREASURY STOCK     STOCKHOLDERS'
                              SHARES       AMOUNT    CAPITAL    EARNINGS       INCOME      SHARES       AMOUNT       EQUITY
                             ----------------------  --------   ---------  -------------  ---------------------  -------------
Balance at

<S>                             <C>           <C>     <C>        <C>              <C>           <C>      <C>         <C>
  December 31, 1997             46,569.44    $466     $5,374     $10,283          $279          763.44   $(242)      $16,160

Net income for 1998                                                3,049                                               3,049

Stock split
  (60-for-1)                 2,747,596.96     931       (931)                                56,842.96                 -----

Dividend ($.12
  per share)                                                        (362)                                               (362)

Purchase of
  treasury stock                                                                                200.00     (72)          (72)

Sale of treasury stock                                    51                                (30,711.00)    174           225

Retirement of
  treasury stock               (27,095.40)    (14)      (126)                               (27,095.40)    140          -----

Sale of common stock            1,363,636     682     11,517                                                          12,199

Change in unrealized
  gain (loss), net
  of income taxes,
  on securities
  available for sale                                                               132                                   132
                             ----------------------  --------   ---------  -------------  ---------------------  --------------
Balance at
  December 31, 1998             4,130,707   2,065     15,885      12,970           411              --      --        31,331
Net income for
 nine months ended
 September 30, 1999                                                3,136                                               3,136

Dividend ($.13
   per share)                                                       (561)                                               (561)

Sale of common stock              185,000      93      1,628                                                           1,721

Change in unrealized
  gain (loss), net
  of income taxes,
  on securities
  available for sale                                                            (2,964)                               (2,964)

Balance at
 September 30, 1999          ----------------------  --------   ---------  -------------  ---------------------  --------------
  (Unaudited)                   4,315,707  $2,158    $17,513     $15,545       $(2,553)             --    $ --      $ 32,663
                             ======================  ========   =========  =============  =====================  ==============


</TABLE>

See accompanying notes.


<PAGE>



                   LAMAR CAPITAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)



                                                       NINE MONTHS ENDED
                                                         SEPTEMBER 30,
                                                   -------------------------
                                                        1999         1998
                                                       ------       -------
        Operating activities
             Net income                             $   3,136     $   2,360
             Adjustments to reconcile net
               income to net cash provided by
               operating activities:
             Provision for loan losses                    804           559
             Provision for loan losses on
               other real estate                           16            11
             Depreciation and amortization expense        690           489
             Amortization of securities premiums          160           185
             Accretion of securities discounts            (36)          (24)
             Gain on sale of securities available for
               sale                                        (6)         (222)
             (Gain) loss of sales of other real estate      6            (7)
             Increase in interest receivable             (446)         (466)
             Increase (decrease) in interest payable      217          (110)
             Increase in other assets                    (182)         (270)
             Increase in other liabilities                314           111
                                                       --------       -------
        Net cash provided by operating activities       4,673         2,616
        Investing activities
          Securities held to maturity:
            Proceeds from calls, maturities, and
              principal reductions                      1,300         3,415
            Purchase of securities                     (2,465)      (15,795)
          Securities available for sale:
            Proceeds from calls, maturities,
              and principal reductions                  3,325         7,654
            Proceeds from sales of securities          10,498         7,930
            Purchases of securities                   (56,896)      (34,073)
            (Purchase) sales of Federal Home Loan
               Bank stock                              (2,712)          223
            Net increase in loans                     (31,915)      (30,045)
            Proceeds from sales of other real estate      312            25
            Purchases of premises and equipment        (1,614)       (2,783)
                                                       --------     ---------
        Net cash used in investing activities         (80,167)      (63,449)
        Financing activities
            Net increase in deposits                   19,405        66,120
            Net increase in revolving line of credit        -           100
            Borrowings from banks                      70,000             -
            Payments on notes payable to banks        (15,000)            -
            Purchases of treasury stock                     -           (72)
            Proceeds from sale of treasury stock            -           225
            Proceeds from sale of common stock          1,721             -
            Dividends paid                               (469)         (305)
                                                      ---------      --------
        Net cash provided by financing activities      75,657        66,068
                                                      ---------      --------
             Net increase in cash and
               cash equivalents                           163         5,235
             Cash and cash equivalents at beginning
               of period                               26,438        15,737
                                                      ---------      --------
             Cash and cash equivalents at end of
               period                                $ 26,601       $20,972
                                                      ---------      --------

         See accompanying notes.

<PAGE>

                   LAMAR CAPITAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


        SEPTEMBER 30, 1999
        (UNAUDITED)

        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              The   consolidated   balance   sheet  at  December  31,  1998  and
        consolidated  statement  of  stockholders'  equity  for the  year  ended
        December  31,  1998  have  been  derived  from  the  audited   financial
        statements  at  that  date.  The  accompanying   unaudited  consolidated
        financial  statements include the accounts of Lamar Capital  Corporation
        and subsidiaries.  Intercompany profits,  transactions and balances have
        been   eliminated   in   consolidation.   The   accompanying   unaudited
        consolidated  financial statements have been prepared in accordance with
        generally   accepted   accounting   principles  for  interim   financial
        information  and with the  instructions  to Form 10-Q and Rule  10-01 of
        Regulation S-X. Accordingly,  they do not include all of the information
        and footnotes required by generally accepted  accounting  principles for
        complete  financial  statements.  In  the  opinion  of  management,  all
        adjustments  (consisting only of normal recurring  accruals)  considered
        necessary for a fair presentation have been included.  Operating results
        for interim periods are not  necessarily  indicative of the results that
        may be expected for the entire year. For further  information,  refer to
        the consolidated financial statements and notes thereto of Lamar Capital
        Corporation's 1998 Annual Report to Shareholders.

        SECURITIES PORTFOLIOS

              In accordance with FAS No. 115 "Accounting for Certain  Investment
        in Debt and Equity Securities",  as of September 30, 1999 the securities
        in the "Available for Sale" category included $4.1 million in unrealized
        losses.  Accordingly,  total securities and total  stockholders'  equity
        were  decreased  by  $4.1 million  and  $2.6  million  (net  of  taxes),
        respectively,  at September  30, 1999 to reflect the  adjustment  of the
        securities portfolio to market.



        ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS

        OVERVIEW

              For the nine month period ended  September 30, 1999, the Company's
        net income  increased to $3,136,000  as compared to  $2,360,000  for the
        same period in 1998,  an increase of 32.9%.  Basic and diluted  earnings
        per  share  was  $0.73 in 1999 as  compared  to  $0.86  in 1998  with an
        increase in weighted average shares  outstanding (basic and dilutive) to
        4.3 million from 2.8 million for those periods,  respectively.  The 1998
        net  income  included  a  one-time  gain  from  the  sale of  investment
        securities  of $139,000  (net of tax),  or $0.05 per basic and  dilutive
        share.  The increase in net income  resulted  primarily  from  increased
        volume in earning assets.  The increase in net income was also due to an
        increase in net  interest  margin  from 3.65% for the nine month  period
        ended  September  30,  1998 to 3.67%  for the nine  month  period  ended
        September 30, 1999.

              Total assets at September 30, 1999,  increased 23.1% over year end
        1998 to  $406.9  million.  Increases  of  $39.4  million  in  investment
        securities  and $31.1 million in net loans reflect this growth which was
        funded in part by proceeds  from bank  borrowings of $55.0  million,  an
        increase of $19.4  million in deposits  and $1.7 million in net proceeds
        from the sale of the underwriters' overallotment of shares in connection
        with the Company's Initial Public Offering.

              For quarter  ended  September  30, 1999,  the Company's net income
        increased  to $984,000 as compared to $755,000  for the same  quarter in
        1998,  an increase of 30.3%.  Basic and diluted  earnings  per share was
        $0.23 in 1999 as  compared to $0.27 in 1998 with an increase in weighted
        average shares  outstanding (basic and dilutive) to 4.3 million from 2.8
        million  for those  periods,  respectively.  The  increase in net income
        resulted  primarily  from  increased  volume  in  earnings  assets.  The
        increase  in net  income  was also due to an  increase  in net  interest
        margin from 3.58% for the quarter ended  September 30, 1998 to 3.71% for
        the quarter ended September 30, 1999.



<PAGE>

        RESULTS OF OPERATIONS

        NET INTEREST INCOME

              Net interest income is income produced by interest  earning assets
        reduced by the  interest  expense  associated  with the funding of those
        assets.  Changes  in  the  mix  of  these  interest-earning  assets  and
        interest-bearing  liabilities  and their yields and rates  contribute to
        the  levels  of net  interest  income  realized  and have an  impact  on
        earnings.

              During  the nine  month  period  ended  September  30,  1999,  net
        interest income increased 33.9% over the comparable  period in 1998. The
        increase in 1999 is attributable to an increase in the Company's average
        interest-earning  assets of 33.0%,  primarily in the loan and investment
        securities portfolios.  Interest-bearing liabilities increased 29.0% for
        the same periods  primarily from increases in other borrowed funds, time
        deposits and transaction accounts.

              The  Company's  net  interest  margin was 3.67% for the nine month
        period ended September 30, 1999 compared to 3.65% for the same period in
        1998.  The increase in net interest  margin  resulted from a decrease in
        yield on interest-earning assets of .42% offset by a decline in the cost
        of interest-bearing  liabilities of .33%. The net interest margin may be
        affected by the  interest  rate  environment  and changes in the earning
        asset mix and deposit fund mix.

              During the quarter ended  September 30, 1999, net interest  income
        increased 34.5% over the comparable period in 1998. The increase in 1999
        is attributable to an increase in the Company's average interest-earning
        assets  of  29.7%,  primarily  in the  loan  and  investment  securities
        portfolios.  Interest-bearing  liabilities  increased 25.8% for the same
        periods  primarily from increases in other borrowed funds, time deposits
        and transaction accounts.

              The Company's net interest  margin was 3.71% for the quarter ended
        September  30, 1999  compared to 3.58% for the same period in 1998.  The
        increase in net interest margin resulted from a decline in the cost of
        interest-bearing  liabilities of .38% partially offset by a decrease in
        yield on interest-earning assets of .36%.


        ALLOWANCE AND PROVISION FOR LOAN LOSSES

              The allowance for loan losses is regularly evaluated by management
        and  approved by the Board of  Directors  and is  maintained  at a level
        believed to be adequate  to absorb  future loan losses in the  Company's
        portfolio.  The provision for loan losses is determined in part using an
        internal watch list  developed by a review of  essentially  all loans by
        management.

              The Company's allowance for loan losses increased $352,000 to $3.9
        million at  September  30, 1999 from $3.6  million at December 31, 1998.
        The Company's  allowance for loan losses to total loans  decreased  from
        1.8% at December 31, 1998 to 1.7% at September 30, 1999. The increase in
        allowance  for loan losses is mainly  attributable  to increases in loan
        volume.

<PAGE>

        NON-INTEREST INCOME

              For the nine month period ended  September 30, 1999,  non-interest
        income was $2.6 million  compared to $2.5 million for the same period in
        1998,  an increase  of 3.5%.  This  increase  was  primarily  due to the
        increases in service  charges on deposit  accounts offset by the gain on
        sale of securities available for sale of $220,000 in 1998.

              For the quarter ended September 30, 1999,  non-interest income was
        $941,000  compared to $785,000 for the same period in 1998,  an increase
        of 19.9%.  This increase was  primarily due to both  increases in volume
        and service charges on deposit accounts.


        NON-INTEREST EXPENSE

              For the nine month period ended  September 30, 1999,  non-interest
        expense was $7.4 million compared to $6.2 million for the same period in
        1998, a 19.6% increase.  Non-interest  expense levels are often measured
        using an efficiency  ratio.  The efficiency  ratio measures the level of
        expense  required to generate one dollar of revenue.  At  September  30,
        1999, the Company's efficiency ratio was 59.32% as compared to 62.52% at
        September 30, 1998.

              For the quarter ended September 30, 1999, non-interest expense was
        $2.6  million  compared to $2.1  million for the same quarter in 1998, a
        23.0% increase.  For the quarter ended September 30, 1999, the Company's
        efficiency  ratio was 60.00% as compared to 63.94% for the same  quarter
        in 1998.

              Salaries  and benefits is the largest  component  of  non-interest
        expense and increased 18.6% and 22.4%, respectively when compared to the
        same period and quarter ended  September 30, 1998.  Additional  staffing
        has been  required  in  several  locations  as a result  of  volume  and
        increased demand.

        FINANCIAL CONDITION

        LIQUIDITY

              The Company  maintains  sufficient  liquidity to fund loan demand,
        deposit  withdrawals  and  debt  repayments.  Liquidity  is  managed  by
        retaining  sufficient  liquid  assets  in the  form  of  cash  and  cash
        equivalents  and core  deposits to meet such  demand.  The Company  also
        realizes funding and cash flows from the investment securities portfolio
        and pay downs from the loan  portfolio.  In  addition,  the  Company has
        funds  available  to  address  liquidity  needs  under a line of credit,
        federal funds lines,  the retail deposit  market,  and  additional  FHLB
        borrowings.

              The Company's  objectives include preserving an adequate liquidity
        position.  Asset/liability  management  is designed to ensure safety and
        soundness,  maintain  liquidity and regulatory  capital  standards,  and
        achieve an  acceptable  net interest  margin.  The Company  continues to
        experience  strong  loan  demand  and  management  continues  to monitor
        interest rate and liquidity risks while implementing appropriate funding
        and balance sheet strategies.


<PAGE>

        CAPITAL

              The Company maintains  risk-based capital levels well in excess of
        the minimum  guidelines  adopted by the Federal  Reserve  Board for bank
        holding  companies.  The Company's  tier 1 capital and total  risk-based
        capital   ratios  at   September   30,  1999  were  14.19%  and  15.44%,
        respectively.  This  compares  to a tier 1 capital  ratio of 14.65%  and
        total  risk-based  capital  ratio of 15.90% at December  31,  1998.  The
        Company's  leverage  ratio was 8.75% at September  30, 1999  compared to
        9.55% at December 31, 1998.

        YEAR 2000

              The Company  continues to implement plans to address the Year 2000
        issue.  The  issue  arises  from the fact that  many  existing  computer
        programs  were  written  to  store  only  two  digits  of   date-related
        information in order to more efficiently  handle and store data.  Thus,
        the programs were unable to properly  distinguish  between the year 1900
        and the year 2000.  The  Company  has  converted or  replaced  various
        programs, hardware and instrumentation systems to make them Year 2000
        compliant.  The Company's  Year  2000  project  is  comprised  of  two
        components - business applications and equipment.

              In addressing the Year 2000 problem,  the Company has examined its
        own software and  equipment,  potential  problems  with  borrowers,  and
        potential  problems  with  government   entities  and  others  providing
        services to the Company. In addition to computer equipment,  the Company
        has addressed  possible  problems with  microprocessors  embedded within
        operating  equipment,  such  as  telecommunication   equipment,  vaults,
        security and alarm systems,  and automated teller machines.  The Company
        continues to monitor the impact of the failure of a  borrower's  systems
        or a borrower's  failure to comply with debt  covenant  terms  regarding
        Year  2000  issues  on the  credit  quality  of the  borrower's  loan by
        communicating  with its significant  existing and new loan customers and
        ascertaining  whether the customers need to include  remediation  and/or
        replacement  of systems as part of their Year 2000 program and when they
        will  have  that  completed.  Presently,  the  Company  has no reason to
        believe that its borrowers  will not be able to  adequately  address the
        Year 2000 issue.

              The  Company's  President is Chairman of its Year 2000  committee.
        The Committee  has devoted  appropriate  personnel  resources to achieve
        Year 2000 compliance in a timely manner.  Such personnel has worked with
        the  Company's  Board of Directors  and other  members of  management in
        completing its action,  testing and  contingency  plans.  The Company is
        also subject to oversight by the FDIC, the Federal Reserve Board and the
        Mississippi  Department of Banking and Consumer  Finance with respect to
        Year 2000 compliance.

              The  Company  has  completed  all  phases of its Year  2000  plan.
        Service provider testing of critical  information systems were completed
        for the  majority  testing  required  by June 30,  1999.  Testing of all
        critical  systems  and  a   contingency/business   resumption  plan  was
        completed  by the June 30,  1999  regulatory  deadline.  The Company has
        expended  approximately $120,000 through September 30, 1999 and projects
        no  additional  cost of  remediation  for  the  remainder  of the  year.
        Approximately  $50,000 has been capitalized  because certain systems and
        equipment were replaced and these costs were  associated with purchasing
        new systems.  Corrective  actions to make the Company's  core  operating
        systems Year 2000  compliant  have been made by the  Company's  software
        providers  under existing  licensing  agreements  with the Company at no
        additional  expense.  This  plan  has  been  tested  for  viability  and
        effectiveness.  Results of the testing were satisfactory.  Personnel are
        being trained in the implementation of the plan.

              The Year 2000  issue  principally  involves  the  installation  of
        selected  software  releases which are Year 2000  compliant.  Certain of
        these installations would have been scheduled for completion by the Year
        2000 in the normal course of business.  The Year 2000  compliance of the
        Company's  software  suppliers  will  be  essential  for  the  Company's
        successful implementation of its Year 2000 objectives.

              The Company has examined the Year 2000 issues'  impact on services
        such as payroll and investment  securities  operations that are provided
        by third parties.  The capabilities and readiness for Year 2000 of other
        vendors have also been reviewed.  The testing phase provided the Company
        with no reason to believe that its software providers, service providers
        and vendors will not be able to adequately  address the Year 2000 issue.
        To the extent the software  providers',  service providers' and vendor's
        responses are not satisfactory,  the Company will proceed with the steps
        outlined in its contingency/business resumption plan.


<PAGE>

              In October of this year, Lamar Bank will host "Year 2000 Community
        Awareness"  meetings for its  customers and area  residents.  These open
        forums   will   provide   the  public  an   opportunity   to  meet  with
        representatives  of the bank,  local  power  companies  and local  water
        associations to gain an  understanding  of what each had done to prepare
        for Y2K.  Questions  will be taken from the audience and answered by the
        panelists.

              The contingency/business resumption plan includes critical Company
        areas such as  operations,  personnel,  network and business  systems as
        well as systems  external to the  Company.  The plan  addresses  various
        alternatives  and includes  assessing a variety of scenarios  that could
        emerge in the year 2000 and require the Company to react. As an integral
        part of the plan potential liquidity challenges are being addressed.


        ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

              Asset/liability  management  control is designed to ensure  safety
        and soundness,  maintain liquidity and regulatory capital standards, and
        achieve  acceptable net interest income.  Management  considers interest
        rate risk to be the Company's  most  significant  market risk.  Interest
        rate risk is the exposure to adverse  changes in the net interest income
        as a result of market fluctuations in interest rates.

              Management  regularly  monitors  interest rate risk in relation to
        prospective  market and  business  conditions.  The  Company's  Board of
        Directors  sets policy  guidelines  establishing  maximum  limits on the
        Company's interest rate risk exposure.  Management  monitors and adjusts
        exposure to interest  rate  fluctuations  as influenced by the Company's
        loan, investment and deposit portfolios.

              The  Company  uses an  earnings  simulation  model to analyze  net
        interest income sensitivity.  Potential changes in market interest rates
        and their subsequent  effect on interest income are then evaluated.  The
        model projects the effect of  instantaneous  movements in interest rates
        of 200 basis points. Assumptions based on the historical behavior of the
        Company's  deposit rates and balances in relation to changes in interest
        rates  are also  incorporated  into the  model.  These  assumptions  are
        inherently  uncertain,  and as a  result,  the  model  cannot  precisely
        measure  net  interest  income  or  precisely   predict  the  impact  of
        fluctuations  in market  interest rates on net interest  income.  Actual
        results  will differ from the model's  simulated  results due to timing,
        magnitude and frequency of interest rate changes,  as well as changes in
        market conditions and the application of various management strategies.

              Interest rate risk  management  focuses on maintaining  acceptable
        net  interest  income  within  policy  limits  approved  by the Board of
        Directors.  The  Company's  Board  of  Directors  monitors  and  manages
        interest  rate risk to  maintain  an  acceptable  level of change to net
        interest  income  resulting  from  market  interest  rate  changes.  The
        Company's  interest  rate  risk  policy,  as  approved  by the  Board of
        Directors,  is stated in terms of change in net interest  income given a
        200 basis point  immediate and sustained  increase or decrease in market
        interest  rates.  The current limits  approved by the Board of Directors
        are plus or minus  10% of net  interest  income  for a 200  basis  point
        movement.

<PAGE>


        PART II - OTHER INFORMATION

        ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

              In  December  1998,  the  Company  completed  its  initial  public
        offering (the "Offering") of 1,548,636 shares of Common Stock (including
        185,000 shares issued  January 11, 1999 in connection  with the exercise
        of the  underwriters'  over-allotment  option)  at a price  per share of
        $10.00.

              (1)    Effective date of Registration Statement: December 16, 1998
                     (File No. 333-61355)
              (2)    The Offering commenced on December 16, 1998 and was
                     consummated on December 22, 1998.
              (3)    All securities registered in the Offering were sold.
              (4)    The managing underwriters of the Offering were Morgan
                     Keegan & Company, Inc. and Sterne, Agee & Leach, Inc.
              (5)    Common Stock, $.50 par value.
              (6)    Amount registered and sold: 1,548,636.
              (7)    Aggregate purchase price: $15,486,360.
              (8)    All shares were sold for the account of the Issuer.
              (9)    $1,084,045 in underwriting discounts and commissions were
                     paid to the underwriters.  $483,081 of other expenses were
                     incurred, including estimated expenses.
              (10)   $13,919,234 of net Offering proceeds to the Issuer.
              (11)   Use of Proceeds:  $3,660,288 to retire  indebtedness of the
                     Company to Bank One, New Orleans, Louisiana; $7,500,000 was
                     injected  into the  capital of the Bank in order to improve
                     the  capital  ratios  of the  Bank.  To date,  the bank has
                     expended  $1,230,525 for the  establishment  of two de novo
                     branches  in  Hattiesburg,  Mississippi,  one of which will
                     become operational during the fourth quarter of 1999 with a
                     temporary  facility and one which the Company expects to be
                     operational  in the first quarter of 2000. The remainder of
                     the Offering proceeds are being held by the Company for the
                     possible future acquisition of other financial institutions
                     or branches and the  contribution of additional  capital to
                     the Bank to support loan growth.


<PAGE>

        6.   EXHIBITS AND REPORTS ON FORM 8-K

               (a) Exhibit (27) Selected financial data.
               (b) Reports on Form 8-K none filed.


<PAGE>

        SIGNATURES

              Pursuant  to  the  requirements  of  Section  13 or 15  (d) of the
        Securities  Exchange Act of 1934,  the  Registrant  has duly caused this
        report to be signed on its  behalf by the  undersigned,  thereunto  duly
        authorized.



                                        BY: /s/ Robert W. Roseberry
                                            -------------------------------
                                            ROBERT W. ROSEBERRY
                                            CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                            (PRINCIPAL EXECUTIVE OFFICER)


        DATE: NOVEMBER 12, 1999

                                        BY: /s/ Donna T. Rutland
                                            -------------------------------
                                            DONNA T. RUTLAND
                                            CHIEF FINANCIAL OFFICER
                                            (PRINCIPAL FINANCIAL OFFICER AND
                                            PRINCIPAL ACCOUNTING OFFICER)


        DATE: NOVEMBER 12, 1999