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

FORM 10-Q

COMMISSION FILE NUMBER:       000-50224

SECURITY CAPITAL CORPORATION
FIRST QUARTER 2004 INTERIM FINANCIAL STATEMENTS

TABLE OF CONTENTS
    

SECURITY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

ITEM NO. 2 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains "forward-looking statements" relating to, without limitation, future economic performance, plan and objectives of management for future operations, and projections of revenues and other financial items that are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the Company's management. The words "expect," "estimate," "anticipate," and "believe," as well as similar expressions, are intended to identify forward-looking statements. The Company's actual results may differ and the Company's operating performance each quarter is subject to various risks and uncertainties that are discussed in detail in the Company's filing of the Form 10-SB with the Securities and Exchange Commission.

The subsidiary Bank represents the primary assets of the Company. On March 31, 2004, First Security Bank had approximately $367.55 million in assets compared to $333.65 million at March 31, 2003. Loans increased to $210.1 million at March 31, 2004 from $189.4 million at March 31, 2003. Deposits increased by $29.3 million from March 31, 2003 to March 31, 2004 for a total of $313.6 million. For the three months ended March 31, 2004 and March 31, 2003, the Bank reported income of approximately $1,432,000 and $1,409,000, respectively. 

NONPERFORMING ASSETS AND RISK ELEMENTS.
Diversification within the loan portfolio is an important means of reducing inherent lending risks. The loan portfolio is represented of the following mix: Commercial 9.38%; Agricultural 1.84%; Real Estate 73.07%; Consumer 14.68% and Other 1.03%. The major components of the real estate loans are 25.02% for construction and land development property, 28.18% for first liens on 1-4 family residential property and 36.25% for nonfarm and nonresidential property.

At March 31, 2004, the subsidiary bank had loans past due as follows:

The accrual of interest is discontinued on loans which become ninety days past due unless the loans are adequately secured and in the process of collection. Nonaccrual loans totaled $78 thousand at March 31, 2004. Any other real estate owned is carried at lower of cost or current appraised value less cost to dispose. Other real estate at March 31, 2004 totaled $119 thousand. A loan is classified as a restructured loan when the interest rate is materially reduced or the term is extended beyond the original maturity date because of the inability of the borrower to service the debt under the original terms. The subsidiary bank had no restructured loans at March 31, 2004.

LIQUIDITY
The Company has an asset and liability management program that assists management in maintaining net interest margins during times of both rising and falling interest rates and in maintaining sufficient liquidity. As of March 31, 2004, Security Capital Corporation had a positive gap of 23.1% in a 12-month time frame while policy dictates a minimum liquidity ratio of 15%. A 1% increase in market rates will increase net interest income by approximately 2.05% while a decrease in market rates will reduce net interest income by 2.71%. The Company's policy allows for no more than a 10% movement in NII (net interest income), in a 200 basis point ramp of market rates over a one-year period. Currently, a 200 basis point movement down would reduce NII by 4.35% while an upward movement of the same amount would increase NII by 3.28%. When funds exceed the needs for reserve requirements or short-term liquidity needs, the company will increase its security investments or sell federal funds. It is management's policy to maintain an adequate portion of its portfolio of assets and liabilities on a short-term basis to insure rate flexibility and to meet loan funding and liquidity needs. At March 31, 2004, the tools to meet these needs are the secured and unsecured lines of credit with the correspondent banks totaling $23 million (to borrow federal funds) and the line of credit with the Federal Home Loan Bank that exceeds $97 million. At March 31, 2004, the Company had available (unused) line of credit of approximately $105 million.

CAPITAL RESOURCES
Total consolidated equity capital at March 31, 2004 was $42.5 million or approximately 11.52% of total assets. The main source of capital for the Corporation has been the retention of net income.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of Total Capital, Tier 1 Capital and Leverage Capital. Currently, the Company and the Bank have adequate capital positions as of March 31, 2004 as reflected below:

RESULTS OF OPERATIONS
The Company had a consolidated net income for $1.39 million for the three months ending March 31, 2004, compared with consolidated net income of $1.37 million for the three months ending March 31, 2003.

Total interest income increased to $4.392 million for the first three months ending March 31, 2004 from $4.171 million for the first three months ending March 31, 2003, or an increase of 5.3. %. Earning assets through March 31, 2004, increased $28 million and interest-bearing liabilities increased $16 million compared to March 31, 2003, reflecting an increase of 9.14% and 6.20%, respectively.

Noninterest income for the three months ending March 31, 2004, was $1.313 million compared to $1.310 for the same period in 2003, reflecting a small increase of $3 thousand or .229%. Included in noninterest income are service charges on deposit accounts, which for the three months ended March 31, 2004, totaled $948 thousand, compared to $931 thousand for the same period in 2003, and is a reflection of continued growth of the deposit base as well as improvement in the fee pricing structure.

The provision for loan losses was $163 thousand in the first three months of 2004 compared with $161 for the same period in 2003 showing a small increase of $2 thousand. The Allowance for Loan Losses of $3,847 thousand on March 31, 2004 (approximately 1.83% of loans) is considered by management to be adequate to cover losses inherent in the loan portfolio. The level of this allowance is dependent upon a number of factors, including the total amount of past due loans, general economic conditions, and management's assessment of potential losses. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant change. Ultimately, losses may vary from current estimates and future additions to the allowance may be necessary. Thus, there can be no assurance that charge-offs in future periods will not exceed the Allowance for Loan Losses or that additional increases will not be required. Management evaluates the adequacy of the Allowance for Loan Losses quarterly and makes provisions for loan losses based on this evaluation.

Other expense increased by $193 thousand or 7.65% for the three months ended March 31, 2004, when compared with the same period in 2003. This increase is primarily due to the continued growth of the Bank and the related services being offered.
  

ITEM NO. 3 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
There have been no material changes in market risk exposures that affect the quantitative and qualitative disclosures presented as of December 31, 2003 in the Company's Form 10-K and Annual Report.
 

ITEM NO. 4 CONTROLS AND PROCEDURES
Within 90 days prior to the filing of this report, an evaluation under the direction and with the participation of our principal executive officer and principal financial officer was performed to determine the effectiveness of the design and operation of the disclosure controls and procedures. The principal executive officer and the principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC reports. There have been no significant changes in the Corporation's internal controls or in other factors subsequent to the date of the evaluation that could significantly affect these controls.
    

ITEM 1. LEGAL PROCEEDINGS

Out of the normal course of business, First Security Bank may be defendant in a lawsuit. In regard to any legal proceedings which occurred during the reporting period, management expects no material impact on the Company's consolidated financial position or results of operation

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the Quarter ended March 31, 2004.
 

ITEM 5. OTHER INFORMATION

None
    

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES
    

SECURITY CAPITAL CORPORATION

Exhibit No. 31.1

Certificate pursuant to Rule 13a-14(a) or 15d-14(a) of Securities Exchange Act of 1934 as adopted pursuant to section 302 of Sarbanes-Oxley Act of 2002 – Chief Executive Officer.

I, Frank West certify that:

EXHIBIT 31.2

Certificate pursuant to Rule 13a-14(a) or 15d-14(a) of Securities Exchange Act of 1934 as adopted pursuant to section 302 of Sarbanes-Oxley Act of 2002 – Cashier and Chief Financial Officer.

I, Connie Woods Hawkins certify that:

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U. S. C., SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10Q, filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, of Security Capital Corporation (the "Company") for the period ended March 31, 2004, as filed with the Securities Exchange Commission on the date hereof (the "Report"), I, Frank West, the Chief Executive Officer of the Company, certify, pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Security Capital Corporation and will be retained by Security Capital Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U. S. C., SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Quarterly Report on Form 10Q, filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, of Security Capital Corporation (the "Company") for the period ended March 31, 2004, as filed with the Securities Exchange Commission on the date hereof (the "Report"), I, Connie Woods Hawkins, the Chief Financial Officer of the Company, certify, pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Security Capital Corporation and will be retained by Security Capital Corporation and furnished to the Securities and Exchange Commission or its staff  upon request.