UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                    FORM 10-Q


(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
or
(  )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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)

401 Shelby Speights Drive, Purvis , MS         39475
(Address of principal executive offices)       (Zip Code)

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 ( )

     4,315,707 shares of the  Registrant's  Common stock,  $.50 par value,  were
outstanding as of May 10, 1999.


<PAGE>


                            LAMAR CAPITAL CORPORATION
                                    FORM 10-Q
                                      INDEX


                                                                           PAGE

PART I.    FINANCIAL INFORMATION

     ITEM 1.   Financial Statements and Supplementary Data

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

               Consolidated Statements of Income and Comprehensive
                 Income (Unaudited) -
               Three Months Ended March 31, 1999 and 1998                     6

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

               Consolidated Statements of Cash Flows (Unaudited) -
               Three Months Ended March 31, 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                 10

     ITEM 3.   Quantitative and Qualitative Disclosures about Market Risk    13

PART II.   OTHER INFORMATION

     ITEM 2.   Changes in Securities and Use of Proceeds                     14

     ITEM 6.   Exhibits and Reports on Form 8-K                              15

     SIGNATURES                                                              16


<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.



ITEM 1. FINANCIAL STATEMENTS

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

                                                  MARCH 31,       DECEMBER 31,
                                                    1999             1998
                                                 -----------     --------------
                                                 (UNAUDITED)
                        ASSETS

Cash and due from banks                            $12,270          $15,038
Federal funds sold                                  10,480           11,400
                                                 ----------       ----------
Cash and cash equivalents                           22,750           26,438
Securities available for sale (amortized cost -
  $97,335 in 1999 and $57,159 in 1998))             96,989           57,814
Securities held to maturity (fair value -
  $34,383 in 1999 and $33,512 in 1998))             34,074           33,014
Loans:
     Real Estate:
           Residential                              65,184           62,333
           Construction                             11,521            9,095
           Commercial                               32,534           31,915
     Consumer                                       65,815           61,686
     Commercial                                     40,839           39,493
                                                 ----------       ----------
                                                   215,893          204,522
Unearned Income                                     (3,580)          (3,862)
Allowance for loan losses                           (3,643)          (3,564)
                                                 ----------       ----------
Net loans                                          208,670          197,096
Accrued interest receivable                          3,291            3,256
Premises and equipment                               9,167            9,111
Federal Home Loan Bank stock                         3,150              788
Other assets                                         3,078            2,999
                                                 ----------       ----------
     Total assets                                $ 381,169        $ 330,516
                                                 ==========       ==========

       LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Deposits:
Non-interest bearing                             $  29,929        $  27,841
Interest bearing:
  Demand                                            88,288           81,516
  Savings                                            9,780            9,437
  Time Deposits less than $100,000                 108,220          114,438
  Time Deposits more than $100,000                  55,603           45,040
                                                 ----------       ----------
     Total deposits                                291,820          278,272
Interest payable                                       590              615
Other liabilities                                    1,280            1,178
Other borrowed funds                                54,120           19,120
                                                 ----------       ----------
     Total liabilities                             347,810          299,185

<PAGE>

STOCKHOLDERS' EQUITY

Common stock, $ .50 par value, 50,000,000            2,158            2,065
  shares authorized, 4,315,707 shares
  issued and outstanding at March 31, 1999
  and 4,130,707 shares issued and outstanding
  at December 31, 1998
Paid-in capital                                     17,513           15,885
Retained earnings                                   13,905           12,970
Accumulated other comprehensive income                (217)             411
                                                 ----------       ----------
     Total stockholders' equity                     33,359           31,331
                                                 ----------       ----------
     Total liabilities and stockholders'
       equity                                    $ 381,169        $ 330,516
                                                 ==========       ==========

See accompanying notes.

<PAGE>


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


                                                       THREE MONTHS ENDED
                                                            MARCH 31,
                                                         1999        1998
                                                         ----        ----
Interest income:
Loans, including fees                                   $5,116      $4,293
Federal funds sold                                         110         193
Interest on securities:
Taxable                                                  1,344         544
Non-taxable                                                424         326
                                                       --------     -------
                                                         1,768         870
                                                       --------     -------
     Total interest income                               6,994       5,356
Interest expense:
Deposits                                                 3,367       2,716
Other borrowed funds                                       574         307
                                                       --------     -------
Total interest expense                                   3,941       3,023
                                                       --------     -------
Net interest income                                      3,053       2,333
Provision for loan losses                                  172         169
Net interest income after                              --------     -------
  provision for loan losses                              2,881       2,164
Other income:
Service charges on deposit accounts                        407         450
Gain (loss) on sale of securities
  available for sale                                         2         217
Other fees and operating income                            329         276
                                                       --------     -------
     Total other income                                    738         943

Other expense:
Salaries and employee benefits                           1,129       1,033
Occupancy expense                                          176         163
Furniture and equipment expense                            254         214
Other operating expense                                    553         459
                                                       --------     -------
     Total other expense                                 2,112       1,869
                                                       --------     -------
Income before income taxes                               1,507       1,238
Income tax expense                                         399         309
                                                       --------     -------
Net income                                               1,108         929
Other comprehensive income (loss), net of income
  taxes:
Change in unrealized gain (loss)
  on securities available for sale                        (628)       (231)
Reclassification of realized amount                         (1)       (136)
                                                       --------     -------
Net unrealized gain (loss)
  recognized in comprehensive income                      (629)       (367)
                                                       --------     -------
     Comprehensive income                               $  479      $  562
                                                       ========     =======
Earnings per share - basic and dilutive                 $  .26      $  .34
                                                       ========     =======
Weighted average shares outstanding -
  basic and dilutive                                     4,293       2,748
                                                       ========     =======
See accompanying notes.



<PAGE>

<TABLE>
<CAPTION>

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

                                                                     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         (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
  three months ended
  March 31, 1999                                           1,108                                              1,108

Dividend ($.04
per share)                                                  (173)                                              (173)

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                                                     (628)                                 (628)

Balance at
  March 31, 1999       ------------ -------- --------- ----------    ----------    -------------  ------ -----------
  (Unaudited)          4,315,707    $ 2,158  $ 17,513  $  13,905       $ (217)              --    $  --  $   33,359
                       ============ ======== ========= ==========    ==========    =============  ====== ===========

See accompanying notes.

</TABLE>


<PAGE>


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


                                                          THREE MONTHS ENDED
                                                              MARCH 31,
                                                          ------------------
                                                            1999      1998
                                                          --------   -------
Operating activities
     Net income                                             1,108      929
     Adjustments to reconcile net income to net cash
       provided by operating activities:
          Provision for loan losses                           172      169
          Depreciation and amortization expense               195      148
          Amortization of securities premiums                  65       50
          Accretion of securities discounts                   (13)      (3)
          (Gain) on sale of securities available for sale      (2)    (217)
          Gain of sales of other real estate                    1       --
          (Increase) decrease in interest receivable          (35)      10
          Decrease in interest payable                        (25)     (63)
          Increase in other assets                            232       64
          Increase (decrease) in other liabilities             53     (205)
                                                          --------   -------
Net cash provided by operating activities                   1,751    1,292
Investing activities
     Securities held to maturity:
          Proceeds from calls, maturities, and
            principal  reductions                             411    1,393
          Purchase of securities                             (745)  (9,382)
     Securities available for sale:
          Proceeds from calls, maturities,
            and principal reductions                        1,463    2,169
          Proceeds from sales of securities                 2,052    7,930
          Purchases of securities                         (44,463) (15,542)
     Purchase sales of Federal Home Loan Bank stock        (2,362)      --
     Net increase in loans                                (11,759) (10,296)
     Proceeds from sales of other real estate                  70       --
     Purchases of premises and equipment                     (251)    (596)
                                                          --------  -------
Net cash used in investing activities                     (55,584) (24,324)
Financing activities
     Net increase in deposits                              13,548   27,470
     Net increase in revolving line of credit                  --       67
     Borrowings from banks                                 40,000       --
     Payments on notes payable to banks                    (5,000)      --
     Proceeds from sale of common stock                     1,721       --
     Dividends paid                                          (124)    (150)
                                                          --------  -------
Net cash provided by financing activities                  50,145   27,387
                                                          --------  -------
     Net increase (decrease) in cash (3,688)4,355 and
       cash equivalents                                    (3,688)   4,355
     Cash and cash equivalents at beginning of period      26,438   15,737
                                                          -------  --------
     Cash and cash equivalents at end of period           $22,750  $20,092
                                                          -------  --------

 See accompanying notes.

<PAGE>


                   LAMAR CAPITAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31, 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.


SECURITES PORTFOLIOS

In accordance with FAS No. 115  "Accounting  for Certain  Investment in Debt and
Equity  Securities",  as of March 31, 1999 the  securities in the "Available for
Sale"  category  included  $345,000 in  unrealized  losses.  Accordingly,  total
securities  and total  stockholders'  equity  were  decreased  by  $345,000  and
$216,000 (net of taxes) respectively at March 31, 1999 to reflect the adjustment
of the securities portfolio to market.



<PAGE>


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


OVERVIEW

   For the quarter ended March 31, 1999,  the Company's net income  increased to
$1,108,000  as compared to $929,000 for the same period in 1998,  an increase of
19.3%.  Basic and  diluted  earnings  per share was $0.26 in 1999 as compared to
$0.34 in 1998 with an increase in weighted average shares outstanding (basic and
dilutive) to 4.3 million from 2.7 million for those periods,  respectively.  The
1998 results included a one-time gain from the sale of investment  securities of
$139,000 (net of tax), or $0.05 per basic and dilutive earnings per share. The
increase in net income resulted primarily from increased  volume in earning
assets.  The increase in net income was partially offset by a decline in net
interest  margin from 3.83% for the quarter ended March 31, 1998 to 3.58% for
the quarter ended March 31, 1999.

   Total assets at March 31, 1999,  increased 15.3% over year end 1998 to $381.1
million.  Increases of $40.2 million in investment  securities and $11.6 million
in net loans reflect this growth which was funded in part by $1.7 million in net
proceeds  from  the  sale  of  the  underwriters'  overallotment  of  shares  in
connection  with the Company's  Intitial Public Offering and net borrowings from
the Federal Home Loan Bank.

   The return on average  assets for the quarter ended March 31, 1999  increased
to 1.21% as compared to year end 1998 of 1.03%;  the return on average equity in
1999 was 12.40% as compared to 17.65% for 1998.


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 quarter ended March 31, 1999, net interest income  increased 30.9%
over the comparable  period in 1998. The increase in 1999 is  attributable to an
increase in the Company's average interest-earning assets of 39.9%, primarily in
the loan and  investment  securities  portfolios.  Interest-bearing  liabilities
increased 35.4% for the same periods  primarily from increases in other borrowed
funds, time deposits and transaction accounts.

   The Company's  net interest  margin was 3.58% for the quarter ended March 31,
1999  compared  to 3.83%  for the same  period  in 1998.  The  reduction  in net
interest margin resulted from a decrease in yield on interest-earning  assets of
 .59% partially offset by a decline in the cost of  interest-bearing  liabilities
of .20%.  The net  interest  margin may be  effected  by the  interest  rate
environment and changes in the earning asset mix and deposit fund mix.


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 $395,000 to $3.6 million at
quarter ended March 31, 1999 compared to the same period in 1998.  The Company's
allowance for loan losses to total loans  decreased  from 1.84% at quarter ended
March 31, 1998 to 1.69% for the quarter ended March 31, 1999.


NON-INTEREST INCOME

   For the  quarter  ended  March 31,  1999,  non-interest  income was  $738,000
compared to  $943,000  for the same  period in 1998,  a decrease of 21.7%.  This
decrease was primarily due to the gain on sale of securities  available for sale
of $220,000 in 1998.


<PAGE>

NON-INTEREST EXPENSE

   For the quarter ended March 31, 1999,  non-interest  expense was $2.1 million
compared  to $1.9  million  for the  same  period  in  1998,  a 13.0%  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 March 31,  1999,  the  Company's  efficiency  ratio was 55.7% as
compared to 57.1% at March 31, 1998.

   Salaries and benefits  comprise the largest portion of  non-interest  expense
and increased 9.3% when compared to the same period in 1998. Additional staffing
has been  required  in several  locations  as a result in 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.


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 March 31, 1999
were 14.93% and 16.19%, 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  9.41% at March 31,  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 are working 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.

<PAGE>


   The  Company  has  completed  the  Year  2000  awareness,   assessment,   and
remediation phases.  Minor  implementations  have been completed as of March 31,
1999.  Service provider testing of critical  information  systems were completed
for the majority testing required by March 31, 1999.  Testing of all critical
systems and a contingency/business  resumption  plan  should  be  completed  by
June 30,  1999 regulatory  deadline.  The Company has expended  approximately
$73,000  through March  31,  1999  and  projects  the  additional  cost  of
remediation  will be approximately $75,000. To date, independent analysis of the
Company's Year 2000 exposure has not been obtained.  Approximately  $50,000  is
projected  to be capitalized  because  certain systems and equipment are being
replaced and these costs are 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.

   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.  Presently,  the testing phase  provides 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.

   The contingency/business  resumption plan will include critical Company areas
such as operations,  personnel,  network and business systems as well as systems
external to the Company.  The plan will address  various  alternatives  and will
include  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 will be addressed.

<PAGE>


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 so that the
      Bank will be positioned to make necessary capital expenditures to
      establish two de novo branches in Hattiesburg, Mississippi one of which
      the Company expects to be operational in the second half of 1999; and 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>


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

    Exhibit (27) Selected financial data.


<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:  MAY 17, 1999

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


DATE:  MAY 17, 1999