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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-KSB/A



Amendment No. 2



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2003



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from
 to



Commission File No. 04863



SOUTHERN INVESTORS SERVICE COMPANY, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 74-1223691                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|2727 North Loop West, Suite 200, Houston, Texas                |  | 77008                               
|(Address of principal executive offices)                       |  | (Zip code)                          



Registrants
telephone number, including area code: (713) 869-7800



Securities registered pursuant to Section 12(b) of the Act:

None



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

Common Stock, $ 1.00 par value

(Title of Class)



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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.    Yes  x  No ̈



Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained 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 revenues for its most recent fiscal year. $22,000



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such common equity stock, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act). $0.00 as of May 10 , 2004.



State the number of shares outstanding of each of the issuers classes
of common equity, as of the latest practicable date.



3,168,929 shares, Common Stock $1.00 par value per share as of May 10 , 2004



Transitional Small Business Format (check one)    Yes ̈No  x



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PART III.



Item 9. Directors and Executive Officers; Compliance with Section 16(a) of the Exchange Act.



DIRECTORS



Each of the following persons is currently a member of the Board of Directors. Unless otherwise noted, the information provided in the column below
captioned Principal Occupation and in the footnotes to the table indicates the principal occupation and employment of each director during the past five years and the name and principal business of any corporation or other organization
in which such occupation or employment was carried on.



|                                  |  |     |  |                                                                                                                                                                                                                                  |  |                              
|--------------------------------- |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------
|Name                              |  | Age |  | Principal Occupation                                                                                                                                                                                                             |  | Director of the Company Since
|Walter M. Mischer (a)(b)(c)(d)(f) |  | 81  |  | Mr. Mischer is involved in managing his personal investments. He also serves as Chairman of the Board and Chief Executive Officer, Southern Investors Service Company, Inc., Houston,
Texas.                                     |  | 1955                         
|                                  |  |     | 
|Walter M. Mischer, Jr. (b)(e)(f)  |  | 53  |  | Mr. Mischer, Jr. is involved in managing his personal investments. He also serves as President and Chief Operating Officer, Southern Investors Service Company, Inc., Houston,
Texas.                                            |  | 1976                         
|                                  |  |     | 
|Eric M. Schumann (c)(d)(f)(g)     |  | 53  |  | Mr. Schumann serves as chief financial officer for various companies affiliated with Mr. Mischer and Mr. Mischer, Jr. He also serves as Senior Vice PresidentFinance, Southern Investors
Service Company, Inc., Houston, Texas. |  | 2001                         





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|(a) | As a result of Mr. Mischers ownership of the shares of Common Stock as described in Principal Security Holders above, Mr. Mischer may be deemed to be a control
person of the Company for reasons other than his position as a director of the Company. Mr. Mischer is the father of Walter M. Mischer, Jr.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Member of Executive Committee.
|--- | ------------------------------



|(c) | Member of Audit Committee.
|--- | --------------------------



|(d) | Member of Compensation Committee.
|--- | ---------------------------------



|(e) | Mr. Mischer, Jr. is the son of Walter M. Mischer.
|--- | -------------------------------------------------



|(f) | Mr. Mischer, Mr. Mischer, Jr. and Mr. Schumann have also been employed by Wheatstone Investments, L.P., a real estate investment company affiliated with Mr. Mischer and Mr. Mischer,
Jr., since January 1, 1999.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(g) | The Board of Directors has determined that Mr. Schumann qualifies as an audit committee financial expert as defined in the rules of the Securities and Exchange Commission. Mr.
Schumann is not an independent director.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



EXECUTIVE OFFICERS



The following persons are
currently the executive officers of the Company. The term of office for which the following persons are to be elected for fiscal year 2004 will expire at the first Board of Directors meeting following the 2005 Annual Meeting of Stockholders of the
Company or when their respective successors shall have been duly elected and shall have qualified.



|                       |  |     |  |                                               |  |                              
|---------------------- |  | --- |  | --------------------------------------------- |  | -----------------------------
|Name                   |  | Age |  | Office                                        |  | Served in Such Capacity Since
|Walter M. Mischer      |  | 81  |  | Chairman of the Board Chief Executive
Officer |  | 19691976                     
|                       |  |     | 
|Walter M. Mischer, Jr. |  | 53  |  | President Chief Operating Officer             |  | 19811981                     
|                       |  |     | 
|Eric M. Schumann       |  | 53  |  | Senior Vice President-Finance                 |  | 1992                         



SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE



Section 16(a) of the Securities Exchange
Act of 1934, as amended, requires the Companys officers, directors and persons who beneficially own more than ten percent of a registered class of the Companys securities to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the SEC). Based solely upon a review of copies of reports filed with the SEC and written representations from certain of the Companys directors and executive officers that no other reports were
required, the Company notes that all forms required to be filed during fiscal 2003 under Section 16(a) were timely filed.



Item 10. Executive Compensation.



The Company did not pay any compensation to Walter M. Mischer, the Chief Executive Officer, in 2003, 2002 or in 2001. No other executive officer of the
Company received aggregate direct remuneration from the Company and its subsidiaries in excess of $100,000 during the 2003, 2002 and 2001 fiscal years. The Company has no stock option, retirement or pension plans.





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Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



PRINCIPAL SECURITY HOLDERS



To the best knowledge of the Company, the following table sets forth all
persons beneficially owning more than 5% of the Common Stock at April 29, 2004. Unless otherwise indicated, each of the following persons may be deemed to have sole voting and dispositive power with respect to such shares.



|                                         |  |                                         |     |  |                 |  
|---------------------------------------- |  | --------------------------------------- | --- |  | --------------- | -
|Name and Address of Beneficial Owner     |  | Amount andNature ofBeneficial Ownership |     |  | Percentof Class |  
|Walter M. Mischer                        |  | 915,240                                 | (a) |  | 28.88           | %
|2727 North Loop West, Suite 200          |  |                                         |     |  |                 |  
|Houston, Texas 77008                     |  |                                         |     |  |                 |  
|                                         |  |                                        
|FCLT Loans, L.P.                         |  | 805,156                                 |     |  | 25.41           | %
|1021 Main St., Suite 250                 |  |                                         |     |  |                 |  
|Houston, Texas 77002                     |  |                                         |     |  |                 |  
|                                         |  |                                        
|John D. Weil                             |  | 335,695                                 | (b) |  | 10.59           | %
|200 North Broadway, Suite 825            |  |                                         |     |  |                 |  
|St. Louis, Missouri 63102                |  |                                         |     |  |                 |  
|                                         |  |                                        
|Texas Commerce Bank National Association |  | 307,549                                 |     |  | 9.71            | %
|P. O. Box 2558                           |  |                                         |     |  |                 |  
|Houston, Texas 77252                     |  |                                         |     |  |                 |  

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|(a) | The number of shares of the Common Stock set forth as being beneficially owned by Mr. Mischer includes 2,250 shares of Common Stock that Mr. Mischer holds as custodian for his
grandchildren.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | The number of shares of Common Stock set forth as being beneficially owned by Mr. Weil includes 308,695 shares of Common Stock held by Mr. Weil and 27,000 shares of Common Stock
held by trusts of which Mr. Weil is the trustee.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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Securities Owned Beneficially by Management at April 29, 2004



|                                                |  |                                         |        |  |                  |  
|----------------------------------------------- |  | --------------------------------------- | ------ |  | ---------------- | -
|Name                                            |  | Amount and Nature ofBeneficial Owner(a) |        |  | Percent of Class |  
|Walter M. Mischer                               |  | 915,240                                 | (b)    |  | 28.9             | %
|Walter M. Mischer, Jr.                          |  | 19,044                                  | (c)(d) |  | (e               | )
|Eric M. Schumann                                |  |                                        |        |  |                 |  
|All directors and executive officers as a group |  | 934,284                                 |        |  | 29.5             | %

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|(a) | Except as otherwise described herein, each director may be deemed to have sole voting and dispositive power with respect to his shares.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



|(b) | Includes 2,250 shares held by Mr. Mischer as custodian for his grandchildren.
|--- | -----------------------------------------------------------------------------



|(c) | Includes 50 shares held by Mr. Mischer, Jr. as custodian, and 800 shares held by trusts of which Mr. Mischer, Jr. serves as co-trustee and as to which he shares voting and
dispositive power.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | Does not include 120,548 shares of Common Stock held by the Walter M. Mischer, Jr. 1972 Trust. Mr. Mischer, Jr. is the sole beneficiary of such trust, but does not exercise any
voting or dispositive power with respect to any securities held by such trust.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(e) | Less than 1%.
|--- | -------------



Item 12. Certain Relationships and Related Transactions.



Certain Transactions



The 1982 Partnership



In 1982 the Board of
Directors instituted a Key Employee Equity Participation Incentive Plan (Incentive Plan) designed to provide incentive compensation for certain key employees of Mischer Development, Inc. (MDI), the Companys former wholly owned subsidiary
engaged in developing and managing office buildings. To implement the Incentive Plan, the Compensation Committee of the Board of Directors allocated to the participating employees, in the aggregate, a 4.58% interest in a limited partnership formed
in January 1982 (1982 Partnership). Their interests in the 1982 Partnership are as follows: Walter M. Mischer, Jr., President, Chief Operating Officer, and director1.67%; C. Ronald Blankenship1.67%; George Ruhlen0.83%; and Robert
E. McDonald0.41%. The limited partners made capital contributions to the 1982 Partnership at the time of its formation. The 1982 Partnership owns a 20% equity interest in a ten-story office building in Houston, Texas completed in 1983. As of
the date of this report, the value, if any, ultimately realizable from a limited partners interest in the 1982 Partnership is not ascertainable.



Other Transactions



The Company has no paid employees, and during 2000 entered into an oral management agreement with a company affiliated with Walter M. Mischer to provide
accounting and other administrative services and related office facilities and supplies. These services are provided for a fee of $1,000 per month and totaled $12,000 for each of 2003, 2002 and 2001.





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During 1993, in connection with the restructure of the Companys debentures, the Company issued
$3,440,000 in unsecured promissory notes to certain directors, stockholders and affiliates, including notes to Mr. Mischer, Mr. Mischer, Jr., John D. Weil and John W. Storms, Trustee, in the aggregate principal amount of $2,995,000 to consolidate
amounts due for the debentures held by them and accrued and unpaid interest. These notes bear interest at 6% compounded annually and were due October 2, 1996. No payments have been made on these notes to date.



Item 13. Exhibits and Reports on Form 8-K



(A) Exhibits



|     |  |                                                                                                   |  |                                                      
|---- |  | ------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------
|     |  | Exhibit                                                                                           |  | *Filed Herein orIncorporated by Referencefrom Exhibit
|3    |  | (a) Certificate of Incorporation, as Amended, through June 6, 1989                                |  | 3(a) 1989 Form 10-K                                  
|     |  | (b) Articles of Amendment to Certificate of Incorporation dated June 7, 1989                      |  | 3(b) 1989 Form 10-K                                  
|     |  | (c) Articles of Amendment to Certificate of Incorporated dated May 21, 1993                       |  | 3(c) 1993 Form 10-K                                  
|     |  | (d) Bylaws, as Amended, through date hereof                                                       |  | 3(d) June 30, 1989 Form 10-K                         
|31.1 |  | Certification of Walter M. Mischer, Sr. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  | *                                                    
|31.2 |  | Certification of Eric Schumann Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002          |  | *                                                    



(B) Reports on Form
8-K



None.



Item 14. Principal Accountant Fees and Services.



Fees



Andersen and Weinstein billed the Company the following fees for the fiscal years ended December 31, 2002 and 2003:



Audit Fees



Fees billed to the Company by Andersen during the Companys 2002 fiscal
year for professional services rendered in connection with Andersens review and audit of the Companys annual financial statements for the year ended December 31, 2001 and Andersens review of the financial statements included in the
Companys quarterly report on Form 10-QSB for the quarter ended March 31, 2002 totaled $15,000.



Fees billed to the Company by Weinstein for the Companys 2002 and 2003 fiscal years for professional services rendered in connection with
Weinsteins review of the financial statements included in the Companys quarterly reports on Form 10-QSB for the quarter ended June 30, 2002 and for subsequent quarterly reports. Weinsteins review and audit of the Companys
annual financial statements for the years ended December 31, 2002 and 2003 totaled $12,000 and $16,000, respectively.





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Audit-Related Fees



The Company did not engage Andersen or Weinstein to provide any assurance and related services reasonably related to the performance of the audit or
review of the Companys financial statements but were not Audit Fees during the fiscal years ended December 31, 2002 and 2003.



Tax Fees



The Company did not engage Andersen or Weinstein to provide any tax compliance, tax advice or tax planning services during the fiscal years ended December
31, 2002 and 2003.



All Other Fees



Weinstein billed the Company $2,000 for worked performed during 2002 in
connection with the Companys Chapter 11 plans. The Company did not engage Andersen or Weinstein to provide any other services other than those disclosed above during the fiscal years ended December 31, 2002 and 2003.



Pre-Approval



The engagement of the accountants to render the services described above were approved by the Audit Committee before the
accountants were engaged by the Company. The Audit Committee has not adopted pre-approval policies and procedures as described in Rule 2-01(c)(7)(i)(B) of Regulation S-X.





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SIGNATURES



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



SOUTHERN INVESTORS SERVICE COMPANY, INC.



By:/s/ Walter M. Mischer, Sr.Walter M. Mischer, Sr.Chairman of the BoardChief Executive OfficerDate: May 11, 2004