**Exhibit
      31.2**


**CERTIFICATION**





I,
      J. E.
      Corrigan, Jr., 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 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: November
      10, 2006





/s/
                J. E. Corrigan,Jr.Chief
                Financial Officer