Exhibit 31.2
                          CERTIFICATION

I, Karen L. Hail, Senior Executive Vice President & CFO, certify
that:

     1.  I have reviewed this quarterly report on Form 10-Q of
MidSouth Bancorp, Inc.;

     2.  Based on my knowledge, this quarterly report does
not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
quarterly report;

     3.  Based on my knowledge, the financial statements,
and other financial information included in this quarterly report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and
for, the periods presented in this quarterly report;

     4.  The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have:

         a) designed such disclosure controls and
            procedures to ensure that material
            information relating to the registrant,
            including its consolidated subsidiaries, is
            made known to us by others within those
            entities, particularly during the period in
            which this quarterly report is being
            prepared;

         b) evaluated the effectiveness of the registrant's
            disclosure controls and procedures as of a
            date within 90 days prior to the filing date of
            this quarterly report (the "Evaluation Date");
            and

         c) presented in this quarterly report our
            conclusions about the effectiveness of the
            disclosure controls and procedures based on
            our evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

         a) all significant deficiencies in the design or
            operation of internal controls which could
            adversely affect the registrant's ability to
            record, process, summarize and report
            financial data and have identified for the
            registrant's auditors any material weaknesses
            in internal controls; and

         b) any fraud, whether or not material, that
            involves management or other employees
            who have a significant role in the registrant's
            internal controls; and

     6.  The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.


Date: May 14, 2004



                                          /s/ Karen L. Hail
                                          _________________
                                          Chief Financial Officer