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
                 the end of the period covered by this report.

             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: August 12, 2004



                                          /s/ Karen L. Hail
                                          Chief Financial Officer