================================================================================

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

                                  FORM 10-KSB/A
                                (AMENDMENT NO. 1)
(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)

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


 201 SOUTH MAIN STREET, STATESBORO, GA                      30458
----------------------------------------   -------------------------------------
(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 to Shareholders for the fiscal year
ended December 31, 2004 are incorporated by reference into Parts I and II.

This  Amendment  No.  1  to  the Company's Form 10-KSB for the fiscal year ended
December  31, 2004 is being filed to include the information required under Part
III  of  this  report.

================================================================================


<PAGE>
                                    PART III


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

DIRECTORS

     The  board  of  directors  consists of 16 members and is divided into three
classes,  which are as nearly equal in number as possible. The directors in each
class  serve  for  staggered  terms  of three years each. The term of each class
expires at the annual meeting in the years indicated below and upon the election
and  qualification  of their successors. The following table sets forth for each
nominee and each continuing director: (a) his or her name; (b) his or her age at
December  31,  2004;  (c) how long he or she has been a director of the Company;
(d)  his  or her position(s) with the Company, other than as a director; and (e)
his or her principal occupation and business experience for the past five years.
Each of the directors listed below is also a director of First Southern National
Bank.

<TABLE>
<CAPTION>
                                                   POSITION WITH FIRST SOUTHERN
NAME (AGE)                         DIRECTOR SINCE  AND BUSINESS EXPERIENCE
----------                         --------------  -----------------------
<S>                                <C>             <C>
CLASS I DIRECTORS
(Term Expiring 2005):

F. Thomas David (55)                    2001       President and Chief Executive Officer of First Southern
                                                   Bancorp and First Southern National Bank;  President, Sea
                                                   Island Bank from 1993 to 1997; retired from 1997 to 2001

William I. Griffis, CPA (58)            2001       Chairman of the Board of Directors of First Southern; Vice
                                                   President for Advancement at Georgia Southern
                                                   University; President of the Georgia Southern University
                                                   Foundation

R. Whitman Lord, O.D. (53)              2001       Optometrist; President of Lord Eye Centers, Inc.; Editorial
                                                   board member of Optometric Management Magazine

Laura Taulbee March (34)                2001       Partner, Franklin, Taulbee, Rushing, Snipes & Marsh, P.C.,
                                                   Attorneys at Law

Jeffrey D. Pope (41)                    2001       President and co-owner, Pope Construction Co., Inc.


CLASS II DIRECTORS
(Term Expires 2006):

Michael R. Anderson (40)                2001       President, Bulloch County Fertilizer Company, Inc.

Charles A. Deal (63)                    2001       Senior Partner, Cross Creek Farms, an agricultural family
                                                   partnership

James A. High, D.D.S. (58)              2001       Private practitioner in Orthodontics; Assistant Clinical
                                                   Professor of Orthodontics, Medical College of Georgia
                                                   School of Dentistry


1
<PAGE>
                                                   POSITION WITH FIRST SOUTHERN
NAME (AGE)                         DIRECTOR SINCE  AND BUSINESS EXPERIENCE
----------                         --------------  -----------------------

Michael R. Kennedy (63)                 2001       President, Kennedy Industries, Inc., a multi-faceted
                                                   masonry supply and large truck parts and service company
                                                   with ownership interests in 12 ready-mixed concrete plants

Hudson J. Powell, Sr., D.M.D (51)       2001       Private Practitioner in General Dentistry

Devra P. Walker, CPA (44)               2001       Co-Owner of Walker Pharmacy & Gift Shop, Little Doses
                                                   Children's Wear, Brooklet Drug and The Wash Room


CLASS III DIRECTORS
(Term Expires 2007):

Tracy D. Ham (41)                       2001       Head Coach, Clark Atlanta University; President,
                                                   Hambone Enterprises, a marketing firm; Vice President,
                                                   TNT Enterprises, an entity specializing in ownership,
                                                   development and management of commercial property

W. Pratt Hill, III (55)                 2001       Partner in the insurance agencies Lee, Hill & Johnston and
                                                   Lee, Hill & Rowe

Ronnie J. Pope (61)                     2001       President, R.J. Pope Traditional Menswear, Inc.; President,
                                                   Cobblers Bench, Inc.

Lamar O. Reddick (65)                   2001       Registered land surveyor; County Surveyor; Owner from
                                                   1963 to 2002, Lamar O. Reddick & Associates, a land
                                                   surveying firm

L. Anthony Waters, III (46)             2001       Co-owner of L.A. Waters Furniture Co., Inc., operating
                                                   eight furniture and appliance rental stores doing business
                                                   as Rentown; Partner in Waters Properties, LLP and L.A.
                                                   Waters Partnership, LLP, which own and lease residential,
                                                   farm and commercial property
</TABLE>

EXECUTIVE OFFICERS

     F.  Thomas David has served as the President and Chief Executive Officer of
First  Southern  Bancorp since 2001 and First Southern National Bank since 2002.
Prior  to  assuming these positions, Mr. David was retired from 1997 to 2001 and
served  as  President  of  Sea  Island  Bank  from  1993  to  1997.

     Charles  R.  Fennell, Jr. (35) has served as the Chief Financial Officer of
First  Southern  Bancorp since 2001 and First Southern National Bank since 2002.
Prior to assuming these positions, Mr. Fennell served as Chief Financial Officer
of  Eagle  Bank  &  Trust  in  Statesboro,  Georgia.

     Christopher  T.  Cliett  (43) has served as Senior Vice President and Chief
Credit  Officer of First Southern Bancorp since 2002 and First Southern National
Bank  since  2002.  Prior to assuming these positions, Mr. Cliett served as City
President  of BB&T Swainsboro, Georgia from November of 1994 until June of 2001.

AUDIT  COMMITTEE

     The  board  of  directors has established an Audit Committee, which reviews
the  financial  statements  and  reports  of  regulatory  authorities, evaluates
internal  accounting  controls, determines that all audits and exams required by
law  are  performed, recommends to the board of directors the independent public
accountants  to  be  selected  to  audit  First  Southern's  annual  financial
statements,  and  reviews  the  auditor's  audit  plans,  the  results  of  the


2
<PAGE>
audit  and  management's  responses.  The  board  of directors has not adopted a
written  charter for the Audit Committee.  During the fiscal year ended December
31,  2004,  the  Audit  Committee  held  three  meetings.

     The  Audit  Committee  members  are  Ms.  Walker, Mr. High, Mr. Ham and Mr.
Powell.  Each  of  these  members  is an independent director under the National
Association of Securities Dealers' listing definition of "independent director."
Although  none of the Audit Committee members meets the criteria specified under
applicable  SEC regulations for an "audit committee financial expert," the board
believes  that  each  has  the  financial  knowledge,  business  experience  and
independent  judgment  necessary  for  service  on  the  Audit  Committee.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Section  16 of the Securities Exchange Act requires the Company's officers,
directors  and  greater  than  10%  shareholders  ("Reporting  Persons") to file
certain  reports  ("Section  16  Reports")  with  respect  to  their  beneficial
ownership  of  First  Southern  securities. Based on the Company's review of the
Section  16 Reports furnished by its Reporting Persons, all of our directors and
executive  officers,  who are listed above, complied with all applicable Section
16(a) filing requirements.

CODE  OF  ETHICS

     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
-----------------------------------

SUMMARY  COMPENSATION  TABLE

     The  following  table  sets  forth  information concerning compensation for
services  in  all  capacities to for the fiscal years 2004, 2003 and 2002 of our
President  and  Chief  Executive Officer, Senior Vice President and Chief Credit
Officer,  and  Chief  Financial  Officer.  No other executive officer received a
combined payment of salary and bonus in excess of $100,000 for services rendered
to  the  Company  during  2004.

<TABLE>
<CAPTION>
                                               Annual Compensation
                                       -------------------------------------
                                          Salary      Bonus        Other
Name and Position                Year       ($)        ($)          ($)
----------------------------------------------------------------------------
<S>                            <C>       <C>        <C>        <C>

F. Thomas David,                   2004  $ 135,000  $  47,000   $  1,000 (1)
President and Chief Executive      2003    130,000     20,000      1,000
Officer                            2002    115,200          0      1,000

Christopher T. Cliett,             2004  $  97,600  $  20,000          0
Senior Vice President and          2003     94,000     15,000          0
Chief Credit Officer               2002     85,000          0          0

Charles R. Fennell, Jr.,           2004  $  80,000  $  16,000          0
Chief Financial Officer            2003     71,000     11,000          0
                                   2002     65,000          0          0
</TABLE>

________________
(1)  Represents  premiums  paid  on  term  life insurance for the benefit of the
named  officer.

     We  have omitted information on "perks" and other personal benefits because
the aggregate value of these items does not meet the minimum amount required for
disclosure  under  the  Securities  and  Exchange  Commission  regulations.


3
<PAGE>
OPTION  GRANTS  IN  FISCAL  YEAR  2004

     The Company did not grant any stock options to the named executive officers
during  fiscal  year  2004.  The  Company  has no outstanding stock appreciation
rights  and  granted  no  stock  appreciation  rights  during  fiscal year 2004.

FISCAL  YEAR-END  OPTION  VALUES

     The  following  table presents information regarding the value of our named
executive  officers'  unexercised  options held at December 31, 2004. No options
were  exercised  by  our  named  officers  in  2004.

<TABLE>
<CAPTION>
                                                                              Value of Unexercised
                          Shares                 Number of Unexercised            In-the-Money
                         Acquired                      Options at                  Options at
                            On        Value         Fiscal Year End             Fiscal Year End
                         Exercise   Realized              (#)                         ($)
       Name                 (#)        ($)     Exercisable/Unexercisable   Exercisable/Unexercisable
       ----                 ---        ---     --------------------------  --------------------------
<S>                      <C>        <C>        <C>                         <C>
F. Thomas David              -          -           30,651 / 15,326                  - / -

Christopher T. Cliett        -          -            7,356 / 11,035                  - / -

Charles R. Fennell, Jr.      -          -            7,356 / 11,035                  - / -
</TABLE>

     No public market exists for our common stock, and the Company is unaware of
any trades in its common stock since the close if its initial public offering in
2002.  Therefore, we calculated the in-the-money value of unexercised options at
fiscal  year  end based on the public offering price of $10.00 per share.  Since
the  exercise  price  is  also  equal  to  $10.00, the in-the-money value of the
unexercised  options  at  December  31,  2004  is  zero.

EMPLOYMENT  AGREEMENTS

     On  February  5,  2002,  the  Company  and the Bank entered into employment
agreements  with  Mr.  David as the President and Chief Executive Officer of the
Company  and the Bank; Mr. Cliett as the Chief Credit Officer of the Company and
the  Bank;  and  Mr.  Fennell  as Chief Financial Officer of the Company and the
Bank.  The agreements provide for an initial term of three years, to be extended
automatically  at  the  end  of  each  year  for  an additional year so that the
remaining term of each agreement will continue to be three years. The agreements
provide  for  initial  annual base salaries of $115,200, $85,000 and $65,000 per
year for Messrs. David, Cliett and Fennell, respectively. Their current salaries
under  the  agreements  are  $140,400,  $105,000  and $90,000 for Messrs. David,
Cliett  and  Fennell,  respectively.

     Pursuant  to the agreements, compensation is reviewed annually by the board
of  directors  and  may  be  increased  from  time  to time based on the board's
recommendation.  Mr.  David  is eligible to receive a bonus equal to up to 5% of
the  greater  of  the Bank's net pre-tax income for the preceding fiscal year if
the  bank  achieves  certain  performance  levels  established  by  the board of
directors.  Mr. Cliett and Mr. Fennell are also eligible to receive cash bonuses
based  upon  achievement  criteria  established  by  the  board  of  directors.
Additionally,  the  executives  may  participate in our health, disability, life
insurance  and  other  benefit  programs.

     The  agreements  prohibit  the executives during their employment and for a
period  of  24  months  following  the  termination  of  employment  (except for
termination that is without cause) from soliciting customers or employees of the
Bank for any competing business enterprise or competing with the Bank by serving
as an organizer, director, officer, consultant or greater than 1% shareholder of
any  depository  financial  institution or holding company within our territory.

DIRECTOR  COMPENSATION

     Our  bylaws  permit  our  directors  to  receive reasonable compensation as
determined  by  a  resolution of the Board of Directors.  During the last fiscal
year,  the  directors  were  not  compensated for their services as directors of


4
<PAGE>
the Company or as members of committees of the Company's or the Bank's boards of
directors.  However,  we  may,  pursuant  to our bylaws, begin to compensate our
directors  at  some  time  in  the  future.


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

     The  following  table sets forth the number and the percentage ownership of
shares  of  First  Southern  common  stock  beneficially owned by each director,
executive officer, and 5% shareholder of First Southern and by all directors and
executive officers as a group as of March 31, 2005.  The address for each of the
directors  and  executive  offices  listed  below is c/o First Southern National
Bank,  201  South  Main  Street,  Statesboro,  Georgia  30458.

     Under  SEC  rules,  a  person  is  deemed  to  be a "beneficial owner" of a
security  if  that person has or shares "voting power," which includes the power
to  vote  or  to direct the voting of such security, or "investment power" which
includes  the  power  to  dispose or to direct the disposition of such security.
The  number of shares beneficially owned also includes any shares the person has
the  right  to  acquire  within  the next 60 days (in this case, pursuant to the
exercise  of  options).  Unless  otherwise  indicated, each person is the record
owner  of  and  has  sole  voting  and  investment power over his or her shares.

<TABLE>
<CAPTION>
                                               Shares
                                             Subject to
                                              Warrants
                                             and Options
                                  Number of  Exercisable                    Percent
                                   Shares     within 60   Aggregate         -------
           Name                     Owned       Days      Ownership  Beneficial Ownership
           ----                     -----       ----      ---------  ---------------------
<S>                               <C>        <C>          <C>        <C>
Michael R. Anderson (1)              10,300        3,000     13,300                   1.4%
Christopher T. Cliett (2)            25,140       16,035     41,175                   4.4%
F. Thomas David (3)                  50,500       60,977    111,477                  11.4%
Charles A. Deal                      22,500        6,750     29,250                   3.2%
Charles Robert Fennell, Jr.           2,000       11,035     13,035                   1.4%
William I. Griffis                   25,000       13,017     38,017                   4.1%
Tracy Ham                            10,750        3,225     13,975                   1.5%
James A. High                        12,500        3,750     16,250                   1.8%
W. Pratt Hill, III                   25,000        7,500     32,500                   3.5%
Michael R. Kennedy (4)               15,500        3,750     19,250                   2.1%
R. Whitman Lord                      40,000       12,000     52,000                   5.6%
Laura T. Marsh                        8,000        2,400     10,400                   1.1%
Jeffrey T. Pope(5)                   69,000       20,100     89,100                   9.5%
Ronnie J. Pope                       27,500        8,250     35,750                   3.8%
Hudson J. Powell, Sr.                10,000        3,000     13,000                   1.4%
Lamar O. Reddick                     13,500        4,050     17,550                   1.9%
Devra P. Walker                      10,500        3,150     13,650                   1.5%
L. Anthony Waters, III (6)           16,400        4,800     21,200                   2.3%

ALL DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP (18 PERSONS)    394,090      186,789    580,879                  52.5%
</TABLE>

_______________

(1)  Includes  300  shares  held  as  custodian  for child and 3,400 shares held
     in an IRA account.
(2)  Includes  100  shares  held  as  custodian  for  son  and 40 shares held as
     custodian for nephew.
(3)  Includes  100  shares  held  jointly  with  wife  and  400  shares  held as
     custodian for daughter.
(4)  Includes  2,500  shares  held by wife and 500 shares held jointly with
     son.
(5)  Includes 2,000 shares held by spouse in spouse's IRA account.
(6)  Includes 400 shares held as custodian for son.


5
<PAGE>
ITEM  12.   CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
--------------------------------------------------------------

     From  time  to time our directors, officers and their affiliates, including
members  of their families or businesses and other organizations with which they
are associated, may have banking transactions in the ordinary course of business
with  the  Bank.  The Bank's policy is that any loans or other transactions with
those persons or entities (a) are made in accordance with applicable law and the
Bank's lending policies, (b) are made on substantially the same terms, including
price,  interest  rates  and  collateral,  as  those  prevailing at the time for
comparable  transactions  with  other unrelated parties of similar standing, and
(c)  do not involve more than the normal risk of collectibility or present other
unfavorable  features  to  the  Company  and  the Bank.  In addition, all future
transactions  with  our directors, officers and their affiliates are intended to
be  on terms no less favorable than could be obtained from an unaffiliated third
party, and must be approved by a majority of our directors, including a majority
of  the  directors  who  do  not  have  an  interest  in  the  transaction.


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, Jr. 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.


6
<PAGE>
     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
--------------------------------------------------

     First Southern has selected the accounting firm of Porter Keadle Moore, LLP
("PKM")  to  serve as independent accountants of the Company for the fiscal year
ending  December  31,  2005.  PKM  has  served  as  the  Company's  independent
accountant  for  the  years  ended  December 31, 2004, 2003 and 2002.  We do not
expect  a  representative  of  the  firm  to  be  present at the annual meeting.

     The  following  table  sets forth the fees billed to First Southern for the
years  ended  December  31,  2004  and  2003  by  PKM:

<TABLE>
<CAPTION>
                     2004     2003
                    -------  ------
<S>                 <C>      <C>
Audit fees          $42,900  38,008
Audit-related fees        -       -
Tax fees              3,500   3,400
All other fees       46,400       -
                    -------  ------
   Total Fees       $92,800  41,408
                    =======  ======
</TABLE>

AUDIT FEES

     Audit  fees represent fees billed by PKM for professional services rendered
in  connection  with  the (1) audit of the Company's annual financial statements
for  2004  and  2003, and (2) review of the financial statements included in the
Company's  quarterly  filings  on Form 10-QSB and annual filings on Form 10-KSB.

AUDIT-RELATED FEES

     PKM billed no fees for audit related services during 2004 or 2003.

TAX FEES

     Tax fees represent the aggregate fees billed in each of the last two fiscal
years  for  professional  services  rendered  by  PKM for tax compliance and tax
consultation.

ALL OTHER FEES

     This  category  includes  the aggregate fees billed for all other services,
exclusive of fees disclosed above, rendered to us by PKM during the fiscal years
ended  December  31,  2004  and  2003.  PKM billed no other fees during 2004 and
2003.


7
<PAGE>
     The  fees  billed  by  PKM  are  pre-approved by the Audit Committee of the
Company  in accordance with the policies and procedures for the Audit Committee.
The  Audit  Committee  pre-approves all audit and non-audit services provided by
the  Company's  independent auditors and may not engage the independent auditors
to  perform  any  prohibited  non-audit  services.  For  2004,  100% of the fees
incurred  were  pre-approved.


8
<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: April 25, 2005             By:   /s/ F. Thomas David
                                      ----------------------------------------
                                      F. Thomas David
                                      President and Chief Executive Officer


     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.

<TABLE>
<CAPTION>
Signature                           Title                    Date
---------                           -----                    ----
<S>                                 <C>                      <C>

*                                   Director                 April 25, 2005
----------------------------------
Michael R. Anderson


 /s/ F. Thomas David                President and            April 25, 2005
----------------------------------  Chief Executive Officer
F. Thomas David


*                                   Director                 April 25, 2005
----------------------------------
Charles A. Deal


 /s/ Charles "Bo" R. Fennell, Jr.   Principal Financial and  April 25, 2005
----------------------------------  Accounting Officer
Charles "Bo" R. Fennell, Jr.


*                                   Director                 April 25, 2005
----------------------------------
William I. Griffis


*                                   Director                 April 25, 2005
----------------------------------
Tracy D. Ham


*                                   Director                 April 25, 2005
----------------------------------
James A. High


*                                   Director                 April 25, 2005
----------------------------------
W. Pratt Hill, III


*                                   Director                 April 25, 2005
----------------------------------
Michael R. Kennedy


*                                   Director                 April 25, 2005
----------------------------------
R. Whitman Lord


9
<PAGE>
*                                   Director                 April 25, 2005
----------------------------------
Laura T. Marsh


*                                   Director                 April 25, 2005
----------------------------------
Jeffrey D. Pope


*                                   Director                 April 25, 2005
----------------------------------
Ronnie J. Pope


*                                   Director                 April 25, 2005
----------------------------------
Hudson J. Powell, Sr.


*                                   Director                 April 25, 2005
----------------------------------
Lamar O. Reddick


*                                   Director                 April 25, 2005
----------------------------------
Devra P. Walker


*                                   Director                 April 25, 2005
----------------------------------
L. Anthony Waters, III

---------------------------------------
* By:   /s/ F. Thomas David
       ---------------------------
         F. Thomas David
         As Attorney-in-Fact
</TABLE>


10
<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, Jr. 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>