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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]  Annual  report  under  Section  13  or 15(d) of the Securities Exchange Act
     of 1934
     For fiscal year ended DECEMBER 31, 2004
                           -----------------

[_]  Transition  report  under  Section  13  or 15(d) of the Securities Exchange
     Act of 1934
     For the transition period from _____________ to _______________

                        Commission File Number 333-66734

                             FIRST SOUTHERN BANCORP
                             ----------------------
                 (Name of small business issuer in its charter)

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                      GEORGIA                          58-2635782
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           (State or other Jurisdiction             (I.R.S. Employer
               of Incorporation or                 Identification No.)
                   Organization)
          ------------------------------------------------------------


    201 SOUTH MAIN STREET, STATESBORO, GA                     30458
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   (Address of Principal Executive Offices)                 (Zip Code)


                                 (912) 489-7600
                                 --------------
                 Issuer's Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act:     NONE.

Securities registered pursuant to Section 12(g) of the Act:     COMMON STOCK.

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  registrant  was  required  to  file such reports) and (2) has been
subject to such filing requirements for past 90 days.    Yes [X]  No [_]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  [X]

State  issuer's  revenue (total interest income plus noninterest income) for its
most  recent  fiscal  year:  $4,577,811.

The  aggregate  market  value  of the Common Stock held by non-affiliates of the
Company  as  of March 15, 2005  was $5,264,570.  This calculation is based on an
estimate of the fair market value of the Common Stock of $10.00 per share, which
was the price of the last trade of which management is aware prior to this date.
There  is  not  an  active market for the Common Stock and it is not possible to
identify  precisely  the  market  value  of  the  Common  Stock.

   Transitional Small Business Disclosure format (check one):  Yes [_] No [X]

                       DOCUMENTS INCORPORATED BY REFERENCE


     Portions of the Company's 2004 Annual Report                    Part II
     Portions of the Company's Proxy Statement for the 2005 Annual
     Meeting of Shareholders                                         Part III

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ITEM 1.     DESCRIPTION OF BUSINESS
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     This Report contains statements which constitute forward-looking statements
within  the  meaning  of  Section  27A  of  the  Securities  Act of 1933 and the
Securities Exchange Act of 1934.  These statements are based on many assumptions
and  estimates and are not guarantees of future performance.  Our actual results
may differ materially from those projected in any forward-looking statements, as
they  will  depend  on  many  factors  about which we are unsure, including many
factors  that  are  beyond  our  control.  The  words  "may,"  "would," "could,"
"will,"  "expect," "anticipate," "believe," "intend," "plan," and "estimate," as
well  as  similar  expressions,  are  meant  to  identify  such  forward-looking
statements.  Potential  risks and uncertainties include, but are not limited to:

     -    significant  increases  in  competitive  pressure  in  the banking and
          financial services industries;

     -    changes  in  the  interest  rate  environment  that  could  reduce
          anticipated or actual margins;

     -    changes  in  political  conditions  or  the  legislative or regulatory
          environment;

     -    general  economic  conditions,  either  nationally  or  regionally and
          especially  in  the primary service area, becoming less favorable than
          expected,  resulting in, among other things, a deterioration in credit
          quality;

     -    changes occurring in business conditions and inflation;

     -    changes in technology;

     -    the level of the allowance for loan loss;

     -    the rate of delinquencies and amounts of charge-offs;

     -    the rates of loan growth;

     -    adverse  changes  in  asset  quality  and  resulting  credit
          risk-related losses and expenses;

     -    changes in monetary and tax policies;

     -    loss  of  consumer  confidence  and  economic  disruptions  resulting
          from terrorist activities;

     -    changes in the securities markets; and

     -    other  risks  and  uncertainties  detailed  from  time  to time in our
          filings with the Securities and Exchange Commission.

     These  statements  are not guarantees of future performance and are subject
to  risks,  uncertainties  and  assumptions  that  are  difficult  to  predict,
particularly  in  light  of  the  fact  that  we  are  a new company with little
operating  history.  Therefore,  actual results may differ materially from those
expressed  or  forecasted  in  such forward-looking statements.  We undertake no
obligation  to publicly update or revise any forward-looking statements, whether
as  a  result of new information, future events or otherwise.  In light of these
risks,  uncertainties,  and assumptions, the forward-looking events discussed in
this  report  might  not  occur.

GENERAL

     First  Southern  Bancorp  was  incorporated  to  operate  as a bank holding
company  in  April 2001 pursuant to the Federal Bank Holding Company Act of 1956
and  the  Financial  Institutions  Code  of Georgia, and to purchase 100% of the
issued  and  outstanding  stock  of First Southern National Bank, an association
organized  under  the  laws  of  the United States, to conduct a general banking
business  in  Statesboro,  Georgia.  On  September  13,  2001,  we commenced our
initial  public  offering and completed the sale of 919,547 shares of our common
stock  at  $10.00 per share on January 31, 2002.  On February 5, 2002, we opened
the  bank  for  business.  Of  the  net proceeds from the offering, we used $6.7
million  to  capitalize  the  bank.

MARKETING FOCUS

     First  Southern  National Bank positions itself as "the hometown bank" that
cares  about  its  clients.  We provide professional and personalized service to
our  clients  by  employing well-trained, seasoned bankers who are familiar with
our  market  area  and our clients' individual needs.  Our primary target market
includes  individuals  and  small-  to


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medium-sized  businesses  who  desire a consistent and professional relationship
with a local banker.  Because there is only one other locally owned bank left in
Statesboro,  we  believe we offer a unique banking alternative for the market by
offering  a  higher level of customer service and a management team more focused
on  the  needs  of  the community than most of our competitors.  We believe that
this  approach  is  enthusiastically  supported  by  the community.  In order to
achieve  the  level  of  prompt, responsive service that is necessary to attract
customers  and  to  develop First Southern National Bank's image as a local bank
with an individual focus, we leverage our community-oriented board of directors,
convenient  branch  locations, and local services and decision making to attract
and  retain  customers.

LOCATION  AND  SERVICE  AREA

     Our primary service area consists of an area within a 20-mile radius of our
main office in Statesboro, Georgia, with a primary focus on Bulloch County.  Our
main  office is located in downtown Statesboro and provides excellent visibility
for  the  bank.  Our expansion plans include the opening of an additional branch
strategically  located  within our service area in our fourth year of operation.
The  branch  would extend the market reach of our bank, and it will increase our
personal  delivery  capabilities  in  this  area  to more efficiently market the
services  of  the  bank.

     Bulloch  County  has  a  growing  and dynamic economic environment centered
around educational services, manufacturing, and agriculture that we believe will
support  our  bank.  The  largest  employer  in  the  county is Georgia Southern
University,  which  has  helped  to  support  a  stable business and educational
foundation.  The  business environment in the county has also benefited recently
from  the location of the Briggs & Stratton manufacturing facility, Viracon, and
a  Wal-Mart distribution center in the area.  Bulloch County is also the largest
row-crop  county in Georgia.  We believe that there is an opportunity in Bulloch
County  for a new locally managed bank focused on the community and personalized
service  to  individuals  and  local  businesses.

LENDING  ACTIVITIES

     General.  We  emphasize a range of lending services, including real estate,
commercial,  and  equity-line  and  consumer  loans  to  individuals,  small- to
medium-sized businesses and professional concerns that are located in or conduct
a  substantial  portion of their business in the bank's market area.  We compete
for  these loans with competitors who are well established in the Bulloch County
area and have greater resources and lending limits.  As a result, we may have to
charge  lower  interest  rates  to  attract  borrowers.

     Loan  Approval  and  Review.  The bank's loan approval policies provide for
various levels of officer lending authority.  When the amount of aggregate loans
to  a  single  borrower exceeds that individual officer's lending authority, the
loan request will be considered and approved by an officer with a higher lending
limit  or  the  board  of directors' loan committee.  The bank does not make any
loans  to  any  director of the bank unless the loan is approved by the board of
directors of the bank and is made on terms not more favorable to the person than
would be available to a person not affiliated with the bank.  The bank currently
adheres  to Federal National Mortgage Association and Federal Home Loan Mortgage
Corporation  guidelines  in  its mortgage loan review process, but may choose to
alter  this policy in the future.  The bank expects to sell residential mortgage
loans  that  it  originates  on  the  secondary  market.

     Lending  Limits.  The bank's lending activities are subject to a variety of
lending  limits  imposed  by  federal law.  In general, the bank is subject to a
legal limit on loans to a single borrower equal to 15% of the bank's capital and
unimpaired  surplus.  Different  limits may apply in certain circumstances based
on  the  type  of  loan  or the nature of the borrower, including the borrower's
relationship  to  the  bank.  These  limits  increase  or decrease as the bank's
capital  increases or decreases.  The bank is able to sell participations in its
loans to other financial institutions, which allows the bank the ability to meet
all  of  the  lending  needs of loan customers requiring aggregate extensions of
credit  above  these  limits.

     Credit  Risk.  The  principal  credit risk associated with each category of
loans  is  the  creditworthiness  of the borrower.  Borrower creditworthiness is
affected  by  general economic conditions and the strength of the manufacturing,
services,  and  retail  market  segments.  General  economic factors affecting a
borrower's  ability  to  repay include interest, inflation, and employment rates
and  the  strength  of  the local and national economy, as well as other factors
affecting  a  borrower's  customers,  suppliers,  and  employees.


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     Real  Estate  Loans.  Loans  secured  by  first or second mortgages on real
estate  make  up  73%  of the bank's loan portfolio.  These loans generally fall
into  one  of  two  categories: commercial real estate loans or construction and
development  loans.  We also make residential real estate loans secured by first
or  second  mortgages  on real estate.  Each of these categories is discussed in
more  detail  below,  including  their  specific  risks.  Interest rates for all
categories  may  be  fixed  or  adjustable,  and  will  more likely be fixed for
shorter-term  loans.  The  bank  generally  charges  an origination fee for each
loan.

     Real  estate  loans  are  subject to the same general risks as other loans.
Real  estate  loans  are also sensitive to fluctuations in the value of the real
estate  securing the loan.  On first and second mortgage loans we do not advance
more  than  regulatory  limits.  We  require  a  valid mortgage lien on all real
property  loans  along  with  a title lien policy which insures the validity and
priority  of  the  lien.  We  also  require borrowers to obtain hazard insurance
policies and flood insurance if applicable.  Additionally, certain types of real
estate  loans  have  specific  risk  characteristics  that vary according to the
collateral  type  securing  the loan and the terms and repayment sources for the
loan.

     We  have  the ability to originate some real estate loans for sale into the
secondary  market.  We limit our interest rate and credit risk on these loans by
locking  the  interest  rate  for  each  loan  with  the  secondary investor and
receiving  the  investor's  underwriting approval prior to originating the loan.

     -    Commercial  Real  Estate Loans. Commercial real estate loans generally
          have  terms of five years or less, although payments may be structured
          on  a  longer  amortization  basis. Inherent in commercial real estate
          loans'  credit  risk is the risk that the primary source of repayment,
          the  operating commercial real estate company, will be insufficient to
          service the debt. If a real estate loan is in default, we also run the
          risk  that  the  value of a commercial real estate loan's secured real
          estate will decrease, and thereby be insufficient to satisfy the loan.
          To  mitigate  these  risks, we evaluate each borrower on an individual
          basis  and attempt to determine its business risks and credit profile.
          We  attempt  to  reduce  credit  risk  in  the  commercial real estate
          portfolio  by  emphasizing  loans  on owner-occupied office and retail
          buildings  where the loan-to-value ratio is established by independent
          appraisals.  We  typically  review  all  of  the  personal  financial
          statements  of  the  principal  owners  and  require  their  personal
          guarantees.  These  reviews  generally  reveal  secondary  sources  of
          payment  and  liquidity  to  support  a  loan  request.

     -    Construction  and  Development  Real Estate Loans. We offer adjustable
          and  fixed  rate  residential  and  commercial  construction  loans to
          builders  and  developers and to consumers who wish to build their own
          home.  The  term  of  construction  and development loans is generally
          limited  to 18 months, although payments may be structured on a longer
          amortization basis. Most loans mature and require payment in full upon
          the sale of the property. Construction and development loans generally
          carry  a  higher  degree  of risk than long term financing of existing
          properties.  Repayment  usually  depends on the ultimate completion of
          the  project  within  cost  estimates and on the sale of the property.
          Specific  risks  include:

               -    cost overruns;
               -    mismanaged construction;
               -    inferior or improper construction techniques;
               -    economic changes or downturns during construction;
               -    a downturn in the real estate market;
               -    rising  interest  rates  which  may  prevent  sale  of  the
                    property; and
               -    failure to sell completed projects in a timely manner.

     We  attempt  to reduce risk by obtaining personal guarantees where possible
and  by keeping the loan-to-value ratio of the completed project below specified
percentages.  We  may also reduce risk by selling participations in larger loans
to  other  institutions  when  possible.

     -    Residential  Real  Estate  Loans.  These  loans  generally have longer
          terms of up to 30 years. We offer fixed and adjustable rate mortgages,
          and  we  sell some or all of the residential real estate loans that we
          generate  in the secondary market. Inherent in residential real estate
          loans'  credit  risk is the risk that the primary source of repayment,
          the  residential  borrower,  is insufficient to service the debt. If a
          real estate loan is in default, we also run the risk that the value of
          a  residential  real  estate loan's secured real estate will decrease,
          and  thereby  be  insufficient  to satisfy the loan. To mitigate these
          risks, we evaluate each borrower on an individual basis and attempt to
          determine its credit profile. By selling


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          these  loans  in  the  secondary  market,  we significantly reduce our
          exposure  to  credit risk because the loans are underwritten through a
          third party agent without any recourse against the bank.

     Commercial  Loans.  The bank makes loans for commercial purposes in various
lines  of  businesses.  Equipment  loans  are  typically made for a term of five
years or less at fixed or variable rates, with the loan fully amortized over the
term  and secured by the financed equipment.  We focus our efforts on commercial
loans  of  less than $1,000,000.  Working capital loans typically have terms not
exceeding one year and are usually secured by accounts receivable, inventory, or
personal  guarantees  of  the  principals of the business.  For loans secured by
accounts  receivable  or  inventory, principal is typically repaid as the assets
securing  the  loan  are  converted  into  cash, and in other cases principal is
typically  due at maturity.  Trade letters of credit, standby letters of credit,
and  foreign  exchange are handled through a correspondent bank as agent for the
bank.  Commercial  loans  primarily  have  risk  that  the  primary  source  of
repayment,  the  borrowing  business, is insufficient to service the debt. Often
this  occurs  as  the  result  of changes in local economic conditions or in the
industry  in  which  the  borrower operates which impact cash flow or collateral
value.

     We  expect  to  also  offer  small  business  loans  utilizing  government
enhancements  such as the Small Business Administration's ("SBA's") 7(a) program
and  SBA's  504  programs. These loans are typically partially guaranteed by the
government  which  may  help to reduce the bank's risk. Government guarantees of
SBA  loans  do  not  exceed  80%  of  the  loan  value  and  are generally less.

     Consumer  Loans.  The  bank  makes  a  variety  of loans to individuals for
personal  and  household  purposes,  including secured and unsecured installment
loans  and  revolving  lines  of credit such as credit cards.  Installment loans
typically  carry balances of less than $50,000 and are amortized over periods up
to  60 months.  Consumer loans may be offered on a single maturity basis where a
specific  source  of  repayment is available.  Revolving loan products typically
require  monthly  payments of interest and a portion of the principal.  Consumer
loans  are  generally  considered  to  have  greater  risk  than first or second
mortgages  on  real  estate  because  they are often dependent on the borrower's
employment  status  as  the  sole  source  of  repayment  and  some  of them are
unsecured.

     We  also  offer  home  equity loans.  Our underwriting criteria for and the
risks  associated  with  home equity loans and lines of credit are generally the
same  as  those for first mortgage loans.  Home equity lines of credit typically
have terms of 15 years or less, typically carry balances less than $125,000, and
may extend up to 100% of the available equity of each property.

     Relative  Risks  of  Loans.  Each category of loan has a different level of
credit  risk.  Real estate loans are generally safer than loans secured by other
assets  because  the value of the underlying security, real estate, is generally
ascertainable and does not fluctuate as much as some other assets.  Certain real
estate  loans  are  less  risky  than others.  Residential real estate loans are
generally  the least risky type of real estate loan, followed by commercial real
estate  loans  and  construction and development loans.  Commercial loans, which
can  be  secured  by real estate or other assets, or which can be unsecured, are
generally more risky than real estate loans, but less risky than consumer loans.
Finally,  consumer  loans,  which  can  also  be secured by real estate or other
assets,  or which can also be unsecured, are generally considered to be the most
risky  of  these  categories  of  loans.  Any  type of loan that is unsecured is
generally  more  risky  that secured loans.  These levels of risk are general in
nature,  and many factors, including the creditworthiness of the borrower or the
particular nature of the secured asset, may cause any type of loan to be more or
less  risky  than  another.

DEPOSIT  SERVICES

     We  offer  a full range of deposit services that are typically available in
most  banks  and savings and loan associations, including checking accounts, NOW
accounts,  commercial  accounts,  savings  accounts,  and other time deposits of
various  types,  ranging  from  daily  money  market  accounts  to  longer-term
certificates  of  deposit.  The  transaction  accounts and time certificates are
tailored  to  our principal market area at rates competitive to those offered in
the  Bulloch  County  area.  In  addition,  we  offer certain retirement account
services,  including  IRAs.  We  solicit  these  accounts  from  individuals,
businesses,  and  other  organizations.

OTHER  BANKING  SERVICES

     The bank offers other bank services including cash management services such
as  sweep  accounts  for  commercial  businesses.  In addition, lines of credit,
24-hour  telephone  banking  and  PC/internet  delivery  are  being


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considered  for  development.  We  offer  safe  deposit boxes, direct deposit of
payroll  and  social  security checks, U.S. Savings Bonds, travelers checks, and
automatic  drafts  for  various accounts.  The bank is associated with the Honor
and  Cirrus ATM networks so that its customers may access their funds throughout
the country.  We believe that by being associated with a shared network of ATMs,
we  are  better able to serve our clients and we are able to attract clients who
are accustomed to the convenience of using ATMs, although we do not believe that
maintaining  this  association  is  critical  to our success.  We began offering
these  services  shortly  after  opening the bank.  We also offer debit card and
credit  card services through a correspondent bank as an agent for the bank.  We
do  not  expect  the  bank  to exercise trust powers during its initial years of
operation.

COMPETITION

     The  banking  business  is  highly  competitive.  We  compete  with  other
commercial  banks, savings and loan associations, credit unions and money market
mutual funds operating in the Bulloch County area and elsewhere.  As of June 30,
2004,  there  were  8 commercial banks and no savings banks operating in Bulloch
County.  Some  of  these  competitors  have been in business for a long time and
have  already  established their customer base and name recognition.  We believe
that our community bank focus, with our emphasis on service to small businesses,
individuals,  and  professional  concerns,  gives us an advantage in the market.
Nevertheless, a number of these competitors have greater financial and personnel
resources  than  we may have.   Most of them offer services, including extensive
and  established  branch  networks  and trust services, that we do not currently
provide.   In  addition,  competitors  that  are not depository institutions are
generally not subject to the extensive regulations that apply to our bank.  As a
result of these competitive factors, we may have to pay higher rates of interest
to  attract  deposits.

MARKET  SHARE

     As  of  June  30,  2004,  the  most  recent  date  for which market data is
available,  total  deposits  in  Bulloch County were $701,995,000.  Our deposits
represented  approximately  9.23% of the total deposits in the county as of June
30,  2004.

EMPLOYEES

     As of March 15, 2005, the bank had approximately 23 full-time employees and
6  part-time  employees.  First Southern Bancorp, as the holding company for the
bank,  does  not  have  any employees other than its officers, who are also bank
employees.

                           SUPERVISION AND REGULATION

     First  Southern Bancorp and its banking subsidiary, First Southern National
Bank, are subject to extensive state and federal banking regulations that impose
restrictions  on  and  provide  for  general  regulatory  oversight  of  their
operations.  These  laws  are  generally  intended to protect depositors and not
shareholders.  The  following  discussion describes the material elements of the
regulatory  framework  that  applies  to  us.

FIRST SOUTHERN BANCORP

     First  Southern  Bancorp  is  a bank holding company under the federal Bank
Holding  Company  Act  of  1956  and,  as  a result, is primarily subject to the
supervision, examination, and reporting requirements of the Bank Holding Company
Act  and the regulations of the Board of Governors of the Federal Reserve System
(the  "Federal  Reserve").  As  a  bank  holding company located in Georgia, the
Georgia  Department  of  Banking  and  Finance  also  regulates and monitors all
significant  aspects  of  our  operations.

     Acquisitions  of  Banks.  The  Bank Holding Company Act requires every bank
holding  company  to  obtain  the  Federal  Reserve's  prior  approval  before:

     -    Acquiring  direct  or  indirect  ownership  or  control  of any voting
          shares of any bank if, after the acquisition, the bank holding company
          will  directly or indirectly own or control more than 5% of the bank's
          voting shares;

     -    Acquiring all or substantially all of the assets of any bank; or


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     -    Merging or consolidating with any other bank holding company.

     Additionally,  the  Bank  Holding  Company  Act  provides  that the Federal
Reserve  may not approve any of these transactions if it would result in or tend
to  create a monopoly or, substantially lessen competition or otherwise function
as  a  restraint  of  trade,  unless the anticompetitive effects of the proposed
transaction  are  clearly  outweighed  by  the  public  interest  in meeting the
convenience  and  needs  of  the community to be served.  The Federal Reserve is
also  required  to  consider  the  financial and managerial resources and future
prospects  of the bank holding companies and banks concerned and the convenience
and needs of the community to be served.  The Federal Reserve's consideration of
financial  resources  generally  focuses on capital adequacy, which is discussed
below.

     Under  the  Bank  Holding  Company  Act,  if  adequately  capitalized  and
adequately  managed,  First  Southern  Bancorp or any other bank holding company
located  in Georgia may purchase a bank located outside Georgia.  Conversely, an
adequately  capitalized  and  adequately  managed  bank  holding company located
outside  Georgia  may  purchase  a  bank  located inside Georgia.  In each case,
however,  restrictions  may be placed on the acquisition of a bank that has only
been  in  existence  for  a  limited  amount of time or will result in specified
concentrations  of  deposits.  For example, Georgia law prohibits a bank holding
company  from  acquiring  control  of  a  financial institution until the target
financial  institution has been incorporated for three years.    As a result, no
bank  holding  company  may  acquire  control of First Southern Bancorp or First
Southern  National  Bank  until  after  the third anniversary date of the bank's
incorporation.

     Change  in  Bank  Control.  Subject to various exceptions, the Bank Holding
Company  Act  and  the  Change  in  Bank  Control  Act,  together  with  related
regulations,  require  Federal  Reserve  approval prior to any person or company
acquiring "control" of a bank holding company.  Control is conclusively presumed
to exist if an individual or company acquires 25% or more of any class of voting
securities of the bank holding company.  Control is rebuttably presumed to exist
if  a person or company acquires 10% or more, but less than 25%, of any class of
voting  securities  and  either:

     -    The  bank  holding  company  has  registered  securities under Section
          12 of the Securities Act of 1934; or

     -    No  other  person  owns  a  greater percentage of that class of voting
          securities immediately after the transaction.

     Our  common stock is registered under Section 12 of the Securities Exchange
Act of 1934.  The regulations provide a procedure for challenging the rebuttable
presumption  of  control.

     Permitted  Activities.  Bank  holding  companies  are  generally prohibited
under  the  Bank  Holding  Company  Act, from engaging in or acquiring direct or
indirect  control of more than 5% of the voting shares of any company engaged in
any  activity  other  than:

     -    Banking or managing or controlling banks; and

     -    An  activity  that  the  Federal  Reserve  determines to be so closely
          related  to  banking  as  to  be  a proper incident to the business of
          banking.

     Activities  that  the Federal Reserve has found to be so closely related to
banking  as  to  be  a  proper  incident  to  the  business  of banking include:

     -    Factoring accounts receivable;

     -    Making,  acquiring,  brokering  or  servicing  loans and usual related
          activities;

     -    Leasing personal or real property;

     -    Operating  a  non-bank  depository  institution,  such  as  a  savings
          association;

     -    Trust company functions;

     -    Financial and investment advisory activities;

     -    Conducting discount securities brokerage activities;

     -    Underwriting  and  dealing  in  government  obligations  and  money
          market instruments;

     -    Providing  specified  management  consulting  and  counseling
          activities;


6
<PAGE>
     -    Performing  selected  data  processing  services  and  support
          services;

     -    Acting  as  agent  or  broker  in  selling  credit  life insurance and
          other types of insurance in connection with credit transactions; and

     -    Performing selected insurance underwriting activities.

     Despite  prior  approval,  the  Federal  Reserve  may  order a bank holding
company  or  its subsidiary to terminate any of these activities or to terminate
its  ownership  or  control  of  any  subsidiary when it has reasonable cause to
believe that the bank holding company's continued ownership, activity or control
constitutes  a  serious risk to the financial safety, soundness, or stability of
it  or  its  bank  subsidiary.

     Generally,  if  First  Southern  Bancorp  qualifies  and elects to become a
financial  holding  company,  it  may engage in activities that are financial in
nature  or  incidental or complementary to financial activity.  The Bank Holding
Company Act expressly lists the following activities as financial in nature:

     -    Lending, trust and other banking activities;

     -    Insuring,  guaranteeing,  or  indemnifying  against  loss  or harm, or
          providing  and  issuing  annuities, and acting as principal, agent, or
          broker for these purposes, in any state;

     -    Providing financial, investment, or advisory services;

     -    Issuing  or  selling  instruments  representing  interests in pools of
          assets permissible for a bank to hold directly;

     -    Underwriting, dealing in or making a market in securities;

     -    Other  activities  that  the  Federal  Reserve  may determine to be so
          closely related to banking or managing or controlling banks as to be a
          proper incident to managing or controlling banks;

     -    Foreign  activities  permitted  outside  of  the  United States if the
          Federal  Reserve  has  determined  them to be usual in connection with
          banking operations abroad;

     -    Merchant banking through securities or insurance affiliates; and

     -    Insurance company portfolio investments.

     To  qualify  to  become  a  financial  holding  company,  each  depository
institution  subsidiary  of  First Southern Bancorp must be well capitalized and
well  managed  and  must  have  a  Community Reinvestment Act rating of at least
satisfactory.  Additionally,  First  Southern Bancorp must file an election with
the  Federal  Reserve to become a financial holding company and must provide the
Federal  Reserve  with  30 days' written notice prior to engaging in a permitted
financial  activity.  Although  we  are  eligible to elect to become a financial
holding company, we currently have no plans to make such an election.

     Support  of  Subsidiary  Institutions.  Under Federal Reserve policy, First
Southern  Bancorp  is  expected to act as a source of financial strength for its
banking  subsidiary  and to commit resources to support the banks.  This support
may  be  required  at  times  when,  without  this Federal Reserve policy, First
Southern  Bancorp might not be inclined to provide it.  In addition, any capital
loans  made  by  First Southern Bancorp to its banking subsidiary will be repaid
only  after  its  deposits and various other obligations are repaid in full.  In
the  unlikely event of First Southern Bancorp's bankruptcy, any commitment by it
to  a  federal  bank regulatory agency to maintain the capital of First Southern
National  Bank  will  be  assumed  by  the  bankruptcy trustee and entitled to a
priority  of  payment.

OUR BANKING SUBSIDIARY

     Since  First  Southern National Bank is chartered as a national bank, it is
primarily  subject to the supervision, examination and reporting requirements of
the  National  Bank  Act and the regulations of the Office of the Comptroller of
the  Currency (the "OCC").  The OCC regularly examines the bank's operations and
has  the  authority  to  approve  or  disapprove  mergers,  the establishment of
branches  and  similar corporate actions.  The OCC also has the power to prevent
the  continuance  or development of unsafe or unsound banking practices or other
violations  of  law.


7
<PAGE>
     Additionally,  First  Southern  National Bank's deposits are insured by the
Federal  Deposit  Insurance  Corporation  (the  "FDIC")  to  the  maximum extent
provided  by  law.  The  bank  is  also  subject  to  numerous state and federal
statutes  and  regulations  that affect its business, activities and operations.

     Branching.  National  banks are required by the National Bank Act to adhere
to  branching  laws  applicable  to  state banks in the states in which they are
located.  Under  current  Georgia  law,  First  Southern  National Bank may open
branch  offices  throughout  Georgia  with  the  prior  approval of the OCC.  In
addition,  with  prior  regulatory  approval,  First  Southern National Bank may
acquire  branches of existing banks located in Georgia.  First Southern National
Bank  and any other national or state-chartered bank generally may branch across
state  lines by merging with banks in other states if allowed by the laws of the
applicable  state  (the  foreign  state).  Georgia law, with limited exceptions,
currently permits branching across state lines through interstate mergers.

     Under  the  Federal  Deposit  Insurance  Act, states may "opt-in" and allow
out-of-state  banks  to  branch  into their state by establishing a new start-up
branch  in  the  state.  Currently,  Georgia has not opted-in to this provision.
Therefore,  interstate  merger  is  the only method through which a bank located
outside of Georgia may branch into  Georgia.  This provides a limited barrier of
entry  into  the  Georgia  banking  market,  which protects us from an important
segment  of  potential competition.  However, because Georgia has elected not to
opt-in,  our  ability to establish a new start-up branch in another state may be
limited.  Many  states  that have elected to opt-in have done so on a reciprocal
basis,  meaning  that  an  out-of-state bank may establish a new start-up branch
only  if  their  home  state  has  also  elected to opt-in.  Consequently, until
Georgia changes its election, the only way we will be able to branch into states
that  have  elected  to  opt-in on a reciprocal basis will be through interstate
merger.

     Prompt  Corrective  Action.  The FDIC Improvement Act of 1991 establishes a
system  of  prompt corrective action to resolve the problems of undercapitalized
financial  institutions.  Under this system, the federal banking regulators have
established  five  capital categories (well capitalized, adequately capitalized,
undercapitalized,  significantly  undercapitalized  and  critically
undercapitalized)  in  which  all  institutions  are  placed.  Federal  banking
regulators  are  required  to take various mandatory supervisory actions and are
authorized  to  take other discretionary actions with respect to institutions in
the  three  undercapitalized categories. The severity of the action depends upon
the capital category in which the institution is placed. Generally, subject to a
narrow  exception,  the banking regulator must appoint a receiver or conservator
for  an  institution  that  is  critically undercapitalized. The federal banking
agencies  have  specified  by  regulation  the  relevant  capital level for each
category.  At December 31, 2004, we qualified for the well-capitalized category.

     An  institution  that  is  categorized  as  undercapitalized, significantly
undercapitalized,  or  critically  undercapitalized  is  required  to  submit an
acceptable  capital  restoration plan to its appropriate federal banking agency.
A  bank  holding company must guarantee that a subsidiary depository institution
meets  its  capital  restoration  plan,  subject  to  various  limitations.  The
controlling  holding  company's obligation to fund a capital restoration plan is
limited  to  the  lesser of 5% of an undercapitalized subsidiary's assets at the
time  it  became  undercapitalized  or  the  amount  required to meet regulatory
capital  requirements.  An  undercapitalized  institution  is  also  generally
prohibited  from  increasing  its  average  total  assets,  making acquisitions,
establishing  any branches or engaging in any new line of business, except under
an  accepted  capital  restoration  plan or with FDIC approval.  The regulations
also  establish  procedures  for  downgrading  an institution to a lower capital
category  based  on  supervisory  factors  other  than  capital.

     FDIC  Insurance  Assessments.  The FDIC has adopted a risk-based assessment
system  for  insured  depository  institutions that takes into account the risks
attributable  to  different  categories  and  concentrations  of  assets  and
liabilities.  The  system  assigns  an  institution  to  one  of  three  capital
categories:  (1)  well  capitalized;  (2)  adequately  capitalized;  and  (3)
undercapitalized. These three categories are substantially similar to the prompt
corrective  action  categories  described  above,  with  the  "undercapitalized"
category  including  institutions  that  are  undercapitalized,  significantly
undercapitalized,  and  critically undercapitalized for prompt corrective action
purposes.  The  FDIC  also  assigns  an  institution to one of three supervisory
subgroups  based  on  a  supervisory  evaluation  that the institution's primary
federal  regulator provides to the FDIC and information that the FDIC determines
to  be  relevant  to the institution's financial condition and the risk posed to
the  deposit  insurance  funds. Assessments range from 0 to 27 cents per $100 of
deposits, depending on the institution's capital group and supervisory subgroup.
In  addition,  the  FDIC imposes assessments to help pay off the $780 million in
annual interest payments on the $8 billion Financing Corporation bonds issued in
the  late  1980s  as  part of the government rescue of the thrift industry. This
assessment  rate  is  adjusted  quarterly  and  is set at 1.44 cents per $100 of
deposits  for  the  first  quarter  of  2005.


8
<PAGE>
     The  FDIC  may  terminate  its  insurance  of deposits if it finds that the
institution  has  engaged  in  unsafe  and unsound practices, is in an unsafe or
unsound  condition  to  continue operations, or has violated any applicable law,
regulation, rule, order, or condition imposed by the FDIC.

     Community  Reinvestment  Act. The Community Reinvestment Act requires that,
in  connection  with  examinations  of  financial  institutions  within  their
respective  jurisdictions,  the  Federal  Reserve,  the  FDIC, or the OCC, shall
evaluate the record of each financial institution in meeting the credit needs of
its  local  community,  including  low  and moderate-income neighborhoods. These
facts  are also considered in evaluating mergers, acquisitions, and applications
to  open  a  branch or facility. Failure to adequately meet these criteria could
impose  additional requirements and limitations on First Southern National Bank.
Since  our  aggregate  assets  are  not  more  than  $250  million,  under  the
Gramm-Leach-Bliley  Act,  we  are  subject  to  a  Community  Reinvestment  Act
examination  only  once  every  60 months if we receive an "outstanding" rating,
once  every 48 months if we receive a "satisfactory" rating and as needed if our
rating  is "less than satisfactory." Additionally, we must publicly disclose the
terms  of  various  Community  Reinvestment  Act-related  agreements.

     Other  Regulations.  Interest and other charges collected or contracted for
by First Southern National Bank are subject to state usury laws and federal laws
concerning  interest rates.  For example, under the Soldiers' and Sailors' Civil
Relief  Act  of  1940,  a lender is generally prohibited from charging an annual
interest  rate  in  excess  of  6% on any obligation for which the borrower is a
person  on active duty with the United States military.  First Southern National
Bank's  loan  operations  are  also subject to federal laws applicable to credit
transactions,  such  as  the:

     -    Federal Truth-In-Lending Act, governing disclosures of credit terms to
          consumer  borrowers;

     -    Home Mortgage Disclosure Act of 1975, requiring financial institutions
          to  provide  information  to enable the public and public officials to
          determine whether a financial institution is fulfilling its obligation
          to  help  meet  the  housing  needs  of  the  community  it  serves;

     -    Equal  Credit Opportunity Act, prohibiting discrimination on the basis
          of  race,  creed  or  other  prohibited  factors  in extending credit;

     -    Fair  Credit Reporting Act of 1978, governing the use and provision of
          information  to  credit  reporting  agencies;

     -    Fair Debt Collection Act, governing the manner in which consumer debts
          may  be  collected  by  collection  agencies;

     -    Soldiers'  and  Sailors'  Civil  Relief  Act  of  1940,  governing the
          repayment  terms  of,  and  property  rights  underlying,  secured
          obligations  of  persons  in  military  service;  and

     -    Rules and regulations of the various federal agencies charged with the
          responsibility  of  implementing  these  federal  laws.

     In  addition  to  the  federal and state laws noted above, the Georgia Fair
Lending  Act  ("GAFLA") imposes restrictions and procedural requirements on most
mortgage loans made in Georgia, including home equity loans and lines of credit.
On  August 5, 2003, the OCC issued a formal opinion stating that the entirety of
GAFLA  is  preempted  by  federal  law  for  national  banks and their operating
subsidiaries.  As  a  result,  First  Southern  National Bank is exempt from the
requirements  of  GAFLA.

     The deposit operations of First Southern National Bank are subject to:

     -    The  Right  to Financial Privacy Act, which imposes a duty to maintain
          confidentiality  of  consumer  financial  records  and  prescribes
          procedures  for  complying  with administrative subpoenas of financial
          records;  and

     -    The  Electronic  Funds  Transfer  Act  and  Regulation E issued by the
          Federal Reserve to implement that act, which govern automatic deposits
          to  and  withdrawals  from  deposit accounts and customers' rights and
          liabilities  arising  from  the  use  of automated teller machines and
          other electronic banking services.


9
<PAGE>
CAPITAL ADEQUACY

     First  Southern  Bancorp  and  First Southern National Bank are required to
comply  with  capital  adequacy  standards,  which in the case of First Southern
Bancorp are established by the Federal Reserve and in the case of First Southern
National Bank are established by the OCC.  The Federal Reserve has established a
risk-based  and  a  leverage  measure  of  capital  adequacy  for  bank  holding
companies.  Since  First  Southern  Bancorp's consolidated total assets are less
than  $150  million, under the Federal Reserve's capital guidelines, our capital
adequacy  is  measured on a bank-only basis, as opposed to a consolidated basis.
First  Southern  National  Bank  is  subject  to risk-based and leverage capital
requirements  adopted  by  the  OCC,  which  are  substantially similar to those
adopted  by  the  Federal  Reserve  for  bank  holding  companies.

     The  risk-based  capital  standards are designed to make regulatory capital
requirements more sensitive to differences in risk profiles among banks and bank
holding  companies,  to  account for off-balance-sheet exposure, and to minimize
disincentives  for  holding  liquid assets.  Assets and off-balance-sheet items,
such  as  letters of credit and unfunded loan commitments, are assigned to broad
risk  categories,  each  with  appropriate  risk weights.  The resulting capital
ratios  represent  capital  as  a  percentage  of total risk-weighted assets and
off-balance-sheet  items.

     The  minimum  guideline  for  the  ratio  of total capital to risk-weighted
assets is 8%.  Total capital consists of two components, Tier 1 Capital and Tier
2  Capital.  Tier  1  Capital  generally  consists  of  common  stock,  minority
interests  in  the  equity  accounts of consolidated subsidiaries, noncumulative
perpetual  preferred  stock,  and  a  limited  amount  of  qualifying cumulative
perpetual  preferred stock, less goodwill and other specified intangible assets.
Tier  1  Capital must equal at least 4% of risk-weighted assets.  Tier 2 Capital
generally  consists  of  subordinated debt, other preferred stock, and a limited
amount  of loan loss reserves.  The total amount of Tier 2 Capital is limited to
100%  of  Tier  1  Capital.  At  December 31, 2004 our ratio of total capital to
risk-weighted assets was 11.77% and our ratio of Tier 1 Capital to risk-weighted
assets  was  10.52%.

     In  addition,  the  Federal  Reserve has established minimum leverage ratio
guidelines  for  bank holding companies.  These guidelines provide for a minimum
ratio  of  Tier  1  Capital to average assets, less goodwill and other specified
intangible  assets,  of  3%  for  bank  holding  companies  that  meet specified
criteria,  including  having  the highest regulatory rating and implementing the
Federal  Reserve's  risk-based  capital measure for market risk.  All other bank
holding  companies  generally  are  required  to maintain a leverage ratio of at
least  4%.  At  December 31, 2004, our leverage ratio was 9.41%.  The guidelines
also  provide that bank holding companies experiencing internal growth or making
acquisitions will be expected to maintain strong capital positions substantially
above the minimum supervisory levels without reliance on intangible assets.  The
Federal  Reserve  considers  the  leverage ratio and other indicators of capital
strength  in  evaluating  proposals  for  expansion  or  new  activities.

     Failure  to  meet  capital  guidelines could subject a bank or bank holding
company  to  a  variety of enforcement remedies, including issuance of a capital
directive,  the  termination  of deposit insurance by the FDIC, a prohibition on
accepting brokered deposits, and certain other restrictions on its business.  As
described  above,  significant  additional  restrictions  can  be  imposed  on
FDIC-insured  depository  institutions  that  fail  to  meet  applicable capital
requirements.  See  "-Prompt  Corrective  Action."

PAYMENT OF DIVIDENDS

     First  Southern  Bancorp is a legal entity separate and distinct from First
Southern  National Bank.  The principal sources of First Southern Bancorp's cash
flow,  including  cash  flow to pay dividends to its shareholders, are dividends
that  First  Southern National Bank pays to its sole shareholder, First Southern
Bancorp.  Statutory  and regulatory limitations apply to First Southern National
Bank's  payment  of  dividends  to  First  Southern  Bancorp as well as to First
Southern  Bancorp's  payment  of  dividends  to  its  shareholders.

     First  Southern  National  Bank  is required by federal law to obtain prior
approval  of  the  OCC  for  payments of dividends if the total of all dividends
declared  by its board of directors in any year will exceed (1) the total of the
bank's  net  profits  for  that  year,  plus (2) its retained net profits of the
preceding  two  years,  less  any  required  transfers  to  surplus.

     The  payment  of  dividends  by  First  Southern Bancorp and First Southern
National  Bank may also be affected by other factors, such as the requirement to
maintain  adequate  capital  above regulatory guidelines.  If, in the opinion of
its federal bank regulatory agency, First Southern National Bank were engaged in
or  about  to  engage  in


10
<PAGE>
an unsafe or unsound practice, the federal bank regulatory agency could require,
after  notice  and a hearing, that the bank stop or refrain from engaging in the
practice.  The  federal  bank  regulatory  agencies  have  indicated that paying
dividends  that deplete a depository institution's capital base to an inadequate
level  would  be  an  unsafe  and  unsound  banking  practice.  Under  the  FDIC
Improvement  Act  of  1991, a depository institution may not pay any dividend if
payment  would  cause  it  to  become  undercapitalized  or  if  it  already  is
undercapitalized.  Moreover,  the federal agencies have issued policy statements
that provide that bank holding companies and insured banks should generally only
pay  dividends  out  of  current  operating  earnings.  See  "-Prompt Corrective
Action"  above.

RESTRICTIONS ON TRANSACTIONS WITH AFFILIATES

     First  Southern Bancorp and First Southern National Bank are subject to the
provisions of Section 23A of the Federal Reserve Act.  Section 23A places limits
on  the  amount  of:

     -    A bank's loans or extensions of credit to affiliates;

     -    A bank's investment in affiliates;

     -    Assets  a  bank  may  purchase  from  affiliates,  except for real and
          personal property exempted by the Federal Reserve;

     -    Loans  or  extensions  of  credit  to  third parties collateralized by
          the securities or obligations of affiliates; and

     -    A  bank's  guarantee,  acceptance  or  letter  of  credit  issued  on
          behalf of an affiliate.

     The  total amount of the above transactions is limited in amount, as to any
one  affiliate, to 10% of a bank's capital and surplus and, as to all affiliates
combined, to 20% of a bank's capital and surplus.  In addition to the limitation
on  the  amount  of these transactions, each of the above transactions must also
meet  specified collateral requirements.  First Southern National Bank must also
comply with other provisions designed to avoid the taking of low-quality assets.

     First Southern Bancorp and First Southern National Bank are also subject to
the  provisions  of  Section  23B  of the Federal Reserve Act which, among other
things,  prohibit  an  institution  from engaging in the above transactions with
affiliates  unless  the  transactions are on terms substantially the same, or at
least  as  favorable to the institution or its subsidiaries, as those prevailing
at  the  time  for  comparable  transactions  with  nonaffiliated  companies.

     First  Southern National Bank is also subject to restrictions on extensions
of credit to its executive officers, directors, principal shareholders and their
related interests.  These extensions of credit (1) must be made on substantially
the  same terms, including interest rates and collateral, as those prevailing at
the  time  for  comparable  transactions  with  third  parties, and (2) must not
involve  more  than  the  normal  risk of repayment or present other unfavorable
features.

PRIVACY

     Financial  institutions  are  required  to  disclose  their  policies  for
collecting  and  protecting  confidential  information.  Customers generally may
prevent  financial  institutions  from  sharing  nonpublic  personal  financial
information  with nonaffiliated third parties except under narrow circumstances,
such  as  the  processing  of transactions requested by the consumer or when the
financial  institution  is  jointly  sponsoring  a  product  or  service  with a
nonaffiliated  third  party.  Additionally, financial institutions generally may
not  disclose  consumer account numbers to any nonaffiliated third party for use
in  telemarketing,  direct  mail  marketing  or  other  marketing  to consumers.

CONSUMER CREDIT REPORTING

     On  December  4,  2003,  President Bush signed the Fair and Accurate Credit
Transactions  Act  (the  "FAIR Act"), amending the federal Fair Credit Reporting
Act  (the  "FCRA").  These amendments to the FCRA (the "FCRA Amendments") became
effective  in  2004.


11
<PAGE>
     The FCRA Amendments include, among other things:

     -    requirements  for  financial  institutions  to  develop  policies  and
          procedures  to identify potential identity theft and, upon the request
          of  a  consumer,  place  a  fraud  alert in the consumer's credit file
          stating that the consumer may be the victim of identity theft or other
          fraud;

     -    consumer  notice  requirements  for  lenders  that use consumer report
          information in connection with risk-based credit pricing programs;

     -    for  entities  that  furnish  information  to  consumer  reporting
          agencies  (which  includes  our  banking  subsidiary), requirements to
          implement procedures and policies regarding the accuracy and integrity
          of  the  furnished  information,  and  regarding  the  correction  of
          previously  furnished  information  that  is  later  determined  to be
          inaccurate; and

     -    a  requirement  for  mortgage  lenders  to  disclose  credit scores to
          consumers.

     The  FCRA  Amendments  also  prohibit  a  business  that  receives consumer
information from an affiliate from using that information for marketing purposes
unless  the consumer is first provided a notice and an opportunity to direct the
business not to use the information for such marketing purposes (the "opt-out"),
subject  to  certain exceptions.  We do not share consumer information among our
affiliated  companies for marketing purposes, except as allowed under exceptions
to  the  notice  and  opt-out  requirements.

ANTI-TERRORISM LEGISLATION

     First  Southern  National  Bank is subject to the Uniting and Strengthening
America  by  Providing  Appropriate  Tools  Required  to  Intercept and Obstruct
Terrorism  Act  of 2001 (the "USA PATRIOT Act"), the Bank Secrecy Act, and rules
and  regulation  of  the  Office  of Foreign Assets Control (the "OFAC").  These
statutes  and  related rules and regulations impose requirements and limitations
on specified financial transactions and account relationships, intended to guard
against  money  laundering  and terrorism financing.  The bank has established a
customer  identification  program pursuant to Section 326 of the USA PATRIOT Act
and  the Bank Secrecy Act, and otherwise has implemented procedures and policies
to  comply  with  the  foregoing  rules.

PROPOSED LEGISLATION AND REGULATORY ACTION

     New  regulations  and  statutes  are  regularly  proposed  that  contain
wide-ranging  proposals for altering the structures, regulations and competitive
relationships  of  financial  institutions  operating  and doing business in the
United States. We cannot predict whether or in what form any proposed regulation
or  statute  will be adopted or the extent to which our business may be affected
by  any  new  regulation  or  statute.

EFFECT OF GOVERNMENTAL MONETARY POLICIES

     Our  earnings are affected by domestic economic conditions and the monetary
and  fiscal  policies  of  the  United  States government and its agencies.  The
Federal  Reserve's  monetary  policies  have  had, and are likely to continue to
have,  an  important impact on the operating results of commercial banks through
its power to implement national monetary policy in order, among other things, to
curb  inflation  or  combat  a  recession.  The monetary policies of the Federal
Reserve  affect  the  levels of bank loans, investments and deposits through its
control over the issuance of United States government securities, its regulation
of  the  discount rate applicable to member banks and its influence over reserve
requirements to which member banks are subject.  We cannot predict the nature or
impact  of  future  changes  in  monetary  and  fiscal  policies.

                        SELECTED STATISTICAL INFORMATION

     The  responses  to  this  section  of Item I are included in First Southern
Bancorp's  Annual  Report  to Shareholders under the heading "Selected Financial
Data"  and  are  incorporated  herein  by  reference.

ITEM  2.     DESCRIPTION  OF  PROPERTY
--------------------------------------

     Our  main  office  is located at 201 South Main Street, Statesboro, Georgia
30458,  in downtown Statesboro.  We completed construction of this building at a
cost  of  $2.4  million.  Our main office facility is approximately 1,600 square
feet  and  features  four  drive-through  teller  windows  in  addition  to  one
drive-through  ATM  window.


12
<PAGE>
     In  August  of 2003, First Southern Bancorp purchased property for a future
branch  site  from FSNB, LLC, a company owned by the directors of First Southern
National Bank.  The cost of the property was $265,448.17 for 1.102 acres located
on  Highway 67 in Statesboro, Georgia.  The LLC sold the property to the company
at  its  cost.

ITEM  3.     LEGAL  PROCEEDINGS
-------------------------------

     There  are  no  material  pending legal proceedings to which First Southern
Bancorp  is a party or of which any of its properties are subject; nor are there
material  proceedings  known to First Southern Bancorp to be contemplated by any
governmental  authority;  nor  are  there  material  proceedings  known to First
Southern  Bancorp,  pending  or  contemplated, in which any director, officer or
affiliate  or  any  principal  security  holder of First Southern Bancorp or any
associate  of  any  of  the  foregoing, is a party or has an interest adverse to
First  Southern  Bancorp.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
------------------------------------------------------------------------

     No  matter  was  submitted  to a vote of security holders during the fourth
quarter  of  the  fiscal  year  covered  by  this  report.

ITEM  5.     MARKET  FOR  COMMON  EQUITY,  RELATED STOCKHOLDER MATTERS AND SMALL
--------------------------------------------------------------------------------
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
----------------------------------------------

     The  response  to  this  Item  is  partially  included  under  the  heading
"Corporate  Information"  in  First  Southern  Bancorp's  Annual  Report  to
Shareholders  and  is  incorporated  herein  by  reference.

     First  Southern Bancorp issued no unregistered securities during the fiscal
year  ended  December  31,  2004.  Additionally,  First Southern Bancorp did not
purchase  any  shares  of  its  common  stock during the fourth quarter of 2004.

     There were approximately 662 shareholders of record of the Company's common
stock  as  of  March  15,  2005.

     The  response  to  this  item  is  partially  included  under  the  heading
"Corporate  Information"  and  in  Note  12  to  the Company's Audited Financial
Statements  contained in First Southern Bancorp's Annual Report to Shareholders,
which  are  incorporated  herein  by  reference.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
--------------------------------------------------------------------------------
RESULTS  OF  OPERATION
----------------------

     The  response  to  this Item is included in First Southern Bancorp's Annual
Report  to  Shareholders under the heading "Management's Discussion and Analysis
of  Financial Condition and Results of Operations" and is incorporated herein by
reference.

ITEM  7.     FINANCIAL  STATEMENTS
----------------------------------

     The following financial statements are included in First Southern Bancorp's
Annual  Report  to  Shareholders  and  are  incorporated  herein  by  reference:

     -    Report of Independent Registered Public Accounting Firm

     -    Consolidated Balance Sheets as of December 31, 2004 and 2003

     -    Consolidated  Statements  of  Operations  for  the  years  ended
          December 31, 2004 and 2003

     -    Consolidated  Statements  of  Changes  in  Shareholders'  Equity  for
          the years ended December 31, 2004 and 2003

     -    Consolidated  Statements  of  Comprehensive  Income  for  the  years
          ended December 31, 2004 and 2003

     -    Consolidated  Statements  of  Cash  Flows  for  the  years  ended
          December 31, 2004 and 2003

     -    Notes to Consolidated Financial Statements


13
<PAGE>
ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
--------------------------------------------------------------------------------
FINANCIAL  DISCLOSURE
---------------------

     None.


ITEM 8A.     CONTROLS AND PROCEDURES
------------------------------------

     Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as of the end of
the period covered by this report, our management, including our Chief Executive
Officer and Chief Financial Officer, reviewed and evaluated the effectiveness of
the  design  and  operation  of  our  disclosure  controls  and procedures under
Exchange  Act  Rule  13a-15(b).  Based upon that evaluation, our Chief Executive
Officer  and Chief Financial Officer concluded that such disclosure controls and
procedures  are  adequate  to ensure that material information relating to First
Southern  Bancorp,  including its consolidated subsidiaries, that is required to
be included in its periodic filings with the Securities and Exchange Commission,
is  timely  made know to them.  During the quarter ended December 31, 2004 there
were  no  changes  in First Southern Bancorp's internal controls that materially
affected,  or  are  reasonably  likely  to  materially  affect,  First  Southern
Bancorp's  control  over  financial  reporting.

ITEM 8B.     OTHER INFORMATION
------------------------------

     None.

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
--------------------------------------------------------------------------------
             COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT
             --------------------------------------------------------

     The  responses  to this Item are included in First Southern Bancorp's Proxy
Statement  for  the  2005  Annual  Meeting  of  Shareholders  under the headings
"Proposal 2:  Election of Directors-Director Nominees and Continuing Directors,"
"Information  About  First  Southern  and Its Affiliates-Executive Officers" and
"Section  16(a)  Beneficial Ownership Reporting Compliance" and are incorporated
herein  by  reference.

     First  Southern Bancorp has a Code of Ethics that applies to First Southern
Bancorp's  Chief  Executive  Officer  and  Principal  Financial  and  Accounting
Officer.  First  Southern Bancorp will provide a copy of the Code of Ethics free
of  charge  to  any  shareholder  upon written request to First Southern Bancorp
addressed  to  Mr.  David  at  201 South Main Street, Statesboro, Georgia 30458.

ITEM  10.     EXECUTIVE  COMPENSATION
-------------------------------------

     The  responses  to this Item are included in First Southern Bancorp's Proxy
Statement  for  the  2005  Annual  Meeting  of  Shareholders  under  the heading
"Executive  Compensation"  and  are  incorporated  herein  by  reference.

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
-------------------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS
---------------------------

The following table sets forth equity compensation plan information at December
31, 2004.

<TABLE>
<CAPTION>
                              EQUITY COMPENSATION PLAN INFORMATION
-----------------------------------------------------------------------------------------------
                                                                         NUMBER OF SECURITIES
                        NUMBER OF SECURITIES                           REMAINING AVAILABLE FOR
                            TO BE ISSUED          WEIGHTED-AVERAGE      FUTURE ISSUANCE UNDER
                          UPON EXERCISE OF       EXERCISE PRICE OF       EQUITY COMPENSATION
                        OUTSTANDING OPTIONS,    OUTSTANDING OPTIONS,       PLANS (EXCLUDING
PLAN CATEGORY            WARRANTS AND RIGHTS    WARRANTS AND RIGHTS           SECURITIES
----------------------  ---------------------  ----------------------  REFLECTED IN COLUMN(a))
                                                                       ------------------------
                                 (a)                    (b)                      (c)

-----------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                     <C>
-----------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------
Equity compensation                   137,770  $                10.00                    43,216
plans approved by
security holders(1)
-----------------------------------------------------------------------------------------------


14
<PAGE>
-----------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------
Equity compensation                   188,708  $                10.00                         0
plans not approved
by security holders(2)
-----------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------
    Total                             326,478  $                10.00                    43,216
----------------------  ---------------------  ----------------------  ------------------------
</TABLE>

(1)  The  number  of  shares  of  common  stock  available  under  the  First
     Southern  Bancorp, Inc. 2002 Stock Incentive Plan is currently 137,770, and
     it will automatically increase each time we issue additional shares so that
     it continues to equal 15% of our total outstanding shares.
(2)  In  connection  with  our  initial  public  offering  in  2001,  we  issued
     188,708 warrants to our organizing directors at an exercise price of $10.00
     per  share  with  a  term  of  10 years. These warrants vest ratably over a
     period  of  five years, commencing on the date of completion of the initial
     public  offering.  Directors  must  exercise  all  warrants  exercisable at
     termination within 120 days of their termination as a director, employee or
     executive  officer.  If  their warrants are not exercisable at termination,
     they  must  exercise  those warrants within 120 days of the date upon which
     those warrants become exercisable.

     Additional  information required by this Item is included in First Southern
Bancorp's  Proxy Statement for the 2005 Annual Meeting of Shareholders under the
heading "Stock Ownership by Affiliates" and is incorporated herein by reference.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
----------------------------------------------------------------

     The  responses  to this Item are included in First Southern Bancorp's Proxy
Statement  for  the  2005  Annual  Meeting  of  Shareholders, under the headings
"Related  Party Transactions" and "Executive Compensation," and are incorporated
herein  by  reference.

ITEM  13.     EXHIBITS,  LIST  AND  REPORTS  ON  FORM  8-K
----------------------------------------------------------

(a)  The following documents are filed as part of this report:

<TABLE>
<CAPTION>
<S>    <C>
3.1.   Articles of Incorporation (incorporated by reference as Exhibit 3.1 to the Company's Form SB-2 filed with
       the SEC, File No. 333-66734).

3.2.   Bylaws (incorporated by reference as Exhibit 3.2 to the Company's Form SB-2 filed with the SEC, File No.
       333-66734).

4.1.   See Exhibits 3.1 and 3.2 for provisions in First Southern Bancorp's Articles of Incorporation and Bylaws
       defining the rights of holders of the common stock (incorporated by reference as Exhibit 4.1 to the
       Company's Form SB-2 filed with the SEC, File No. 333-66734).

4.2.   Form of certificate of common stock (incorporated by reference as Exhibit 34.2 to the Company's Form SB-
       2 filed with the SEC, File No. 333-66734).

10.1.  Employment Agreement between First Southern Bancorp and F. Thomas David effective as of the opening
       date of First Southern National Bank (incorporated by reference as Exhibit 10.1 to the Company's Form SB-
       2 filed with the SEC, File No. 333-66734).

10.2.  Employment Agreement between First Southern Bancorp and Christopher T. Cliett effective as of June 1,
       2001 (incorporated by reference as Exhibit 10.2 to the Company's Form SB-2 filed with the SEC, File No.
       333-66734).

10.3.  Employment Agreement between First Southern Bancorp and Charles R. Fennell effective as of June 1, 2001
       (incorporated by reference as Exhibit 10.3 to the Company's Form SB-2 filed with the SEC, File No. 333-
       66734).

10.4.  Form of Stock Warrant Agreement (incorporated by reference as Exhibit 10.4 to the Company's Form SB-2
       filed with the SEC, File No. 333-66734).

10.5   2002 Stock Incentive Plan (incorporated by reference as Exhibit 4.5 to the Company's Form 8-A filed with
       the SEC on April 30, 2003, File No. 333-66734).


15
<PAGE>
13.1   First Southern Bancorp 2004 Annual Report to Shareholders.  Except with respect to those portions
       specifically incorporated by reference into this Report, the Company's 2004 Annual Report to Shareholders
       is not deemed to be filed as part of this Report.

21.1    Subsidiaries of the Company

23.1   Consent of Porter Keadle Moore, LLP.

24.1   Power of Attorney (contained as part of the signature page hereof).

31.1   Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2   Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32     Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the
       Sarbanes-Oxley Act of 2002.  This exhibit is not "filed" for purposes of Section 18 of the Securities
       Exchange Act of 1934 but is instead furnished as provided by applicable rules of the Securities and
       Exchange Commission.
</TABLE>

(b)  Reports on Form 8-K
     -------------------

     No  reports  were  filed  on Form 8-K during the quarter ended December 31,
2004.

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES
---------------------------------------------------

     The responses to this Item are included in First Southern Bancorp's Proxy
Statement for the 2005 Annual Meeting of Shareholders under the heading
"Independent Public Accountants" and are incorporated herein by reference.


16
<PAGE>
                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934,  the  registrant  caused  this  report  to  be signed on its behalf by the
undersigned,  thereunto  duly  authorized.

                                           FIRST  SOUTHERN  BANCORP


Date:  March 15, 2005                 By:    /s/  F.  Thomas David
      ---------------                      -------------------------------------
                                           F. Thomas  David
                                           President and Chief Executive Officer


     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and  appoints F. Thomas David and Charles R. Fennell, Jr. as
the  true  and lawful attorney-in-fact and agent with full power of substitution
and  resubstitution,  for  him  and in his name, place and stead, in any and all
capacities,  to  sign any and all amendments to this Registration Statement, and
to  file  the same, with all exhibits thereto, and other documents in connection
therewith,  with  the  Securities  and  Exchange  Commission, granting unto such
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as  fully  to all intents and purposes as he might or could do in person, hereby
ratifying  and  confirming  all  that  such  attorney-in-fact  and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Report  has  been  signed  by  the following persons on behalf of First Southern
Bancorp  and  in  the  capacities  and  on  the  dates  indicated.

Signature                           Title                    Date
---------                           -----                    ----

  /s/ Michael R. Anderson           Director                 March 28, 2005
----------------------------------
Michael R. Anderson


  /s/ F. Thomas David               President and            March 28, 2005
----------------------------------  Chief Executive Officer
F. Thomas David


                                    Director
----------------------------------
Charles A. Deal


  /s/ Charles "Bo" R. Fennell, Jr.  Principal Financial and  March 28, 2005
----------------------------------  Accounting Officer
Charles "Bo" R. Fennell, Jr.


                                    Director
----------------------------------
William I. Griffis


                                    Director
----------------------------------
Tracy D. Ham


  /s/ James A. High                 Director                 March 28, 2005
----------------------------------
James A. High


17
<PAGE>
  /s/ W. Pratt Hill, III            Director                 March 28,  2005
----------------------------------
W. Pratt Hill, III


  /s/ Michael R. Kennedy            Director                 March 28,  2005
----------------------------------
Michael R. Kennedy


  /s/ R. Whitman Lord               Director                 March 28,  2005
----------------------------------
R. Whitman Lord


  /s/ Laura T. Marsh                Director                 March 28,  2005
----------------------------------
Laura T. Marsh


  /s/ Jeffrey D. Pope               Director                 March 28, 2005
----------------------------------
Jeffrey D. Pope


  /s/ Ronnie J. Pope                Director                 March 28,  2005
----------------------------------
Ronnie J. Pope


  /s/ Hudson J. Powell, Sr.         Director                 March 28,  2005
----------------------------------
Hudson J. Powell, Sr.


                                    Director
----------------------------------
Lamar O. Reddick


                                    Director
----------------------------------
Devra P. Walker


                                    Director
----------------------------------
L. Anthony Waters, III


18
<PAGE>
<TABLE>
<CAPTION>
                                                     EXHIBIT INDEX


Exhibit
Number                   Description
-------                  -----------
<S>      <C>

3.1.     Articles of Incorporation (incorporated by reference as Exhibit 3.1 to the Company's Form SB-2 filed with the
         SEC, File No. 333-66734).

3.2.     Bylaws (incorporated by reference as Exhibit 3.2 to the Company's Form SB-2 filed with the SEC, File No.
         333-66734).

4.1.     See Exhibits 3.1 and 3.2 for provisions in First Southern Bancorp's Articles of Incorporation and Bylaws
         defining the rights of holders of the common stock (incorporated by reference as Exhibit 4.1 to the Company's
         Form SB-2 filed with the SEC, File No. 333-66734).

4.2.     Form of certificate of common stock (incorporated by reference as Exhibit 34.2 to the Company's Form SB-2
         filed with the SEC, File No. 333-66734).

10.1     Employment Agreement between First Southern Bancorp and F. Thomas David effective as of the opening
         date of First Southern National Bank (incorporated by reference as Exhibit 10.1 to the Company's Form SB-2
         filed with the SEC, File No. 333-66734).

10.2     Employment Agreement between First Southern Bancorp and Christopher T. Cliett effective as of June 1, 2001
         (incorporated by reference as Exhibit 10.2 to the Company's Form SB-2 filed with the SEC, File No. 333-
         66734).

10.3     Employment Agreement between First Southern Bancorp and Charles R. Fennell effective as of June 1, 2001
         (incorporated by reference as Exhibit 10.3 to the Company's Form SB-2 filed with the SEC, File No. 333-
         66734).

10.4     Form of Stock Warrant Agreement (incorporated by reference as Exhibit 10.4 to the Company's Form SB-2
         filed with the SEC, File No. 333-66734).

10.5     2002 Stock Incentive Plan (incorporated by reference as Exhibit 4.5 to the Company's Form 8-A filed with the
         SEC on April 30, 2003, File No. 333-66734).

13.1     First Southern Bancorp 2004 Annual Report to Shareholders.  Except with respect to those portions
         specifically incorporated by reference into this Report, the Company's 2004 Annual Report to Shareholders is
         not deemed to be filed as part of this Report.

21.1     Subsidiaries of the Company

23.1     Consent of Porter Keadle Moore, LLP.

24.1     Power of Attorney (contained as part of the signature page hereof).

31.1     Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2     Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32       Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-
         Oxley Act of 2002.  This exhibit is not "filed" for purposes of Section 18 of the Securities Exchange Act of
         1934 but is instead furnished as provided by applicable rules of the Securities and Exchange Commission.
</TABLE>


19
<PAGE>