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

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED:
  March 31, 2006
OR  
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER:       000-50224


SECURITY CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
    
MISSISSIPPI  64-0681198
(STATE OF INCORPORATION) (I. R. S. EMPLOYER IDENTIFICATION NO.)

295 HIGHWAY 6 WEST / P. O. BOX 690
BATESVILLE, MISSISSIPPI
38606
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

662-563-9311
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)

NONE

(FORMER NAME, ADDRESS AND FISCAL YEAR, IF CHANGED SINCE LAST REPORT
    
INDICATE BY CHECK MARK WHETHER THE ISSUER: (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 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
 [ X ] YES      [  ] NO
 
    
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER, OR A NON-ACCELERATED FILER. SEE DEFINITION OF "ACCELERATED FILER AND LARGE ACCELERATED FILER" IN RULE 12B-2 OF THE EXCHANGE ACT. (CHECK ONE):
LARGE ACCELERATED FILER [  ]      ACCELERATED FILER [  ]      NON-ACCELERATED FILER [ X ]
 
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN RULE 12B-2 OF THE ACT.)
[  ] YES      [ X ] NO
    
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON STOCK AS OF March 31, 2006.
TITLE OUTSTANDING
COMMON STOCK, $5.00 PAR VALUE 2,612,070


SECURITY CAPITAL CORPORATION
FIRST QUARTER 2006 INTERIM FINANCIAL STATEMENTS

TABLE OF CONTENTS
    

PART I.
    
FINANCIAL INFORMATION
    
     Item 1. Consolidated Financial Statements

Consolidated Statements of Condition
March 31, 2006 and December 21, 2004

Consolidated Statements of Income
Three months ended March 31, 2006 and 2005

Consolidated Statements of Comprehensive Income
Three months ended March 31, 2006 and 2005

Consolidated Statements of Cash Flows
Three months ended March 31, 2006 and 2005

Notes to Consolidated Financial Statements
    

     Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation
    
     Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
     Item 4. Controls and Procedures
    
PART II. OTHER INFORMATION
    
     Item 1. Legal Proceedings
    
     Item 2. Changes in Securities
    
     Item 3. Defaults upon Senior Securities
    
     Item 4. Submission of Matters to a Vote of Security Holders
    
     Item 5. Other Information
    
     Item 6. Exhibits and Reports on Form 8-K
    

PART I – FINANCIAL INFORMATION

ITEM NO. 1.  FINANCIAL STATEMENTS

    
SECURITY CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(dollar amounts presented in thousands)
 

 

(Unaudited)
March 31,
2006

Dec. 31,
2005
ASSETS
Cash and due from banks $  14,570 $  19,138
Interest-bearing deposits with banks          6,075             539
     Total cash and cash equivalents 20,645 19,677

Federal funds sold

1,000

0
Term deposits with other banks 392 392
Securities available-for-sale 76,651 78,949
Securities held-to-maturity, estimated fair value of $2,060 in 2006 and $2,063 in 2005 2,046 2,047
Securities, other          1,469          1,456
     Total securities 80,166 82,452

Loans, less allowance for loan losses of $4,175 in 2006 and $3,899 in 2005

301,482

294,046
Interest receivable 4,154 4,015
Premises and equipment 19,416 18,706
Intangible assets 3,874 3,874
Cash surrender value of life insurance 5,722 5,670
Other assets          7,839          7,044
     Total Assets $ 444,690 $ 435,876
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:    
     Noninterest-bearing deposits $     60,221 $    63,082
     Time deposits of $100,000 or more 63,113 59,438
     Other interest-bearing deposits    252,265    232,246
          Total deposits     375,599      354,766
 
     Interest payable
1,047 1,038
     Federal Funds Purchased 0  15,000
     Borrowed funds 13,152 14,096
     Other liabilities        5,996        3,789
          Total Liabilities 395,794 388,689
 
Shareholders' equity:
   
     Common stock - $5 par value, 5,000,000 shares authorized,    
          2,622,878 shares issued in 2006 and 2005 13,114 13,114
Surplus 31,391 31,380
Retained Earnings 4,785 3,003
Accumulated other comprehensive income (340) (255)
Treasury stock, at par, 10,808 shares and 11,058 shares in 2006 and 2005, respectively             (54)             (55)
          Total Shareholders' Equity        48,896        47,187
 
     Total Liabilities and Shareholders' Equity
$ 444,690 $ 435,876

 

    

SECURITY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

(dollar amounts presented in thousands)
 
  (Unaudited)
For the three months
ended March 31,
2006 2005
INTEREST INCOME    
Interest and fees on loans $ 6,095  $ 4,252
Interest and dividends on securities 819  962
Federal funds sold 34  49
Other          58          69
     Total interest income 7,006  5,332

INTEREST EXPENSE
   
Interest on deposits 2,136  1,192
Interest on borrowings 159  95
Interest on federal funds purchased          24          - 
     Total interest expense 2,319  1,287

Net Interest Income
4,687  4,045
Provision for loan losses        241       185
     Net interest income after provision for loan losses 4,446 3,860

OTHER INCOME
   
Service charges on deposit accounts 1,112 960
Trust Department income 258 261
Securities net gain - 7
Other income 227      271
     Total other income 1,597 1,499

OTHER EXPENSES
   
Salaries and employee benefits 2,274 2,037
Occupancy expense 421 380
Securities net loss 13 -
Other operating expense 756       658
     Total other expenses 3,464 3,075

INCOME BEFORE PROVISION FOR INCOME TAXES
2,579 2,284
PROVISION FOR INCOME TAXES 797       657
NET INCOME 1,782 $ 1,627

BASIC NET INCOME PER SHARE
$ 0.68 $ 0.65


  

SECURITY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollar amounts presented in thousands)

  (Unaudited)
For the three months
ended March 31,
2006 2005
Net Income $ 1,782 $ 1,627
Other comprehensive income, net of tax:    
      Unrealized holding gains/(losses)        (85)       (477)
Comprehensive income $ 1,697 $ 1,150


  

SECURITY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollar amounts presented in thousands)

  (Unaudited)
Three months ended
March 31,
  2006 2005
CASH FLOWS FROM OPERATING ACTIVITIES:    
NET INCOME $ 1,782  $ 1,627
Adjustments to reconcile net income to net cash provided by operating activities:    
     Provision for loan losses 241  185
     Amortization of premiums and discounts on securities, net 94  186
     Depreciation and amortization 237  214
     FHLB stock dividend (13)  (7)
     Loss (gain)on sale of securities 13  (7)
     Loss (gain) on sale/disposal of other assets (18)  (30)
Changes in:    
     Interest receivable (139)  109
     Other assets (1,428)  658
     Interest payable (9)  (114)
     Other liabilities    2,207   1,494
     Net cash provided by operating activities 2 967  4,315

CASH FLOWS FROM INVESTING ACTIVITIES
   
(Increase) decrease in loans (7712)  (19,185)
Purchase of securities available for sale (3839)  (15,390)
Proceeds of maturities and calls of securities available for sale 5907  15,184
Additions to premises and equipment 710  (2,430)
Proceeds of sale of other assets 506  30
Increase in life insurance (52)  (2,033)
Changes in Federal funds sold      (1,000)              ---
     Net cash provided by (used in) investing activities (6,900)  (23,824)

CASH FLOWS FROM FINANCING ACTIVITIES
   
Changes in:    
     Deposits 20,833  26,156
     Federal Funds purchased (15,000)  -
Reissuance of treasury stock 12  33
Repayment of debt (1,244)  (1,218)
Proceeds from issuance of debt            300                -
     Net cash provided by financing activities 4,901    24,971

Net increase (decrease) in cash and cash equivalents
968  5,462

Cash and cash equivalents at beginning of year
     19,677      16,088

Cash and cash equivalents at end of period
$ 20,645  $ 21,550


SECURITY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE A – BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the three months ended March 31, 2006, are not necessarily indicative of the results that may be expected for the year ending December 31, 2006. For further information, please refer to the Company's Form 10-K filed March 30, 2006, which includes the consolidated financial statements and footnotes for the year ended December 31, 2005.


NOTE B – SUMMARY OF ORGANIZATION
Security Capital Corporation (the "Company) was incorporated September 16, 1982, under the laws of the State of Mississippi for the purpose of acquiring First Security Bank and serving as a one-bank holding company.

First Security Bank and Batesville Security Building Corporation are wholly owned subsidiaries of the Company.

First Security Bank was originally chartered under the laws of the State of Mississippi on October 25, 1951 and engages in a wide range of commercial banking activities and emphasizes its local management, decision-making and ownership. The Bank offers a full range of banking services designed to meet the basic financial needs of its customers. These services include checking accounts, NOW accounts, money market deposit accounts, savings accounts, certificates of deposit, and individual retirement accounts. The Bank also offers a wide range of personal and corporate trust services and commercial, agricultural, mortgage and personal loans. Its full-service banking locations expanded to eleven with the October 31, 2001 opening in Olive Branch, Mississippi, the July 1, 2002 opening in Hernando, Mississippi and the August 2003 opening in Pope, Mississippi. In April of 2005, a twelfth full service branch opened in Southaven, Mississippi. Construction is in process for a new facility on the corner of Goodman Road and Pleasant Hill Road in Desoto County. Also, in process is the construction for a new facility for the Robinsonville branch. The new building, a state of the art facility, will meet the needs of the staff and the level of customer activity. Completion of the construction of these facilities is expected in 2006.

Batesville Security Building Corporation, the non-bank subsidiary, was chartered under the laws of the State of Mississippi on June 23, 1971, generally, to deal in and manage real estate and personal property.

The Company filed the initial registration, Form 10-SB, with the Securities and Exchange Commission on March 28, 2003 having reached and exceeded 500 shareholders in 2002.


NOTE C – EARNINGS PER COMMON SHARE
Basic per share data is calculated based on the weighted average number of common shares outstanding during the reporting period. Diluted per share data includes any dilution from potential common stock outstanding, such as exercise of stock options. For the periods presented below, there were no potential dilutive common shares. All weighted average, actual shares or per share information in the financial statements have been adjusted retroactively for the effect of stock dividends.

  For the Three Months Ended March 31, 2006
Net Income
(Numerator)
Shares
(Denominator)
Per Share
Data
Basic per share 1,782,323 2,611,963 $  0.68
 
  For the Three Months Ended March 31, 2005
(as restated for stock dividend)
Net Income
(Numerator)
Shares
(Denominator)
Per Share
Data
Basic per share 1,627,288 2,610,254 $ 0 .62

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 10Q with the Securities and Exchange Commission.

The subsidiary Bank represents the primary assets of the Company. On March 31, 2006, First Security Bank had approximately $442.8 million in assets compared to $419.0 million at March 31, 2005. Loans increased to $308.6 million at March 31, 2006 from $254.8 million at March 31, 2005. Deposits increased by $13.1 million from March 31, 2005 to March 31, 2006 for a total of $375.7 million. For the three months ended March 31, 2006 and March 31, 2005, the Bank reported income of approximately $1,828,000 and $1,677,000, respectively.

CHANGES IN FINANCIAL CONDITION
The cash and due from banks of $20.6 million at March 31, 2006 reflected an increase from the cash position of $19.7 million at December 31, 2005. This increase is attributed to a daily fluctuation due to normal bank transactions. The cash management team readily invests available cash and assesses the investment tools for the most desirable yield and the funding needs of the bank.

The earning assets at December 31, 2005 were $383.1 million and at March 31,2006 were $394.8 million. The investments in fixed assets continue to increase with the further expansion of the banking services into the Desoto County area and with the improvement of the banking location in Robinsonville. The premises and equipment, net of the accumulated depreciation, at December 31, 2005 was $18.7 million as compared to $19.4 million at March 31, 2006. Other assets increased to $7.8 million at March 31, 2006 from $7.0 million at December 31, 2005, with the major component of the increase attributed to an increase in the customer liability acceptances.

Deposit liabilities at March 31, 2006 reflected a 5.8% growth or a $20.8 million increase for the first three months in 2006. The rise in deposits decreases the need for increments on long-term borrowings. Short-term borrowings provide a tool in providing the funding for unforeseen deposit withdrawals and customer loan advances. At March 31, 2006, short-term funding of federal funds purchased and funds borrowed from the Federal Reserve was not required due to a significant rise in deposits.

The net unrealized loss on available-for-sale securities reflected in the shareholders' equity section on December 31, 2005 and on March 31, 2006 was $255 thousand and $340 thousand, respectively. The changes reflected over these reporting periods reflect the volatile nature of the market. The volatile nature of the market affected the comprehensive income with a net decrease of $85 thousand for the three months ending March 31, 2006 and a decrease of $477 thousand for the three months ending March 31, 2005.

The consolidated statements of cash flows summarize the changes in the financial condition of the Company. The most prevalent of the changes for the three months ending March 31, 2006 are: an increase of $7.7 million in loans; a net decrease in available-for-sale securities of $2.1 million resulting from purchases of $3.8 million offset by an approximate $5.9 million in maturities and sales; an increase in the investment in premises and equipment of $710 thousand; an increase of $20.8 million in deposits; an investment in federal funds sold of $1 million; and a decrease of $15 million in federal funds purchased.

NONPERFORMING ASSETS AND RISK ELEMENTS.
Diversification within the loan portfolio is an important means of reducing inherent lending risks. The loan portfolio is represented by the following mix: Commercial 5.78%; Agricultural 1.13%; Real Estate 83.90%; Consumer 9.47% and Other .68%. The major components of the real estate loans are 34.40% for construction and land development property, 21.60% for first liens on 1-4 family residential property and 35.98% for nonfarm and nonresidential property.

At March 31, 2006, the subsidiary bank had loans past due as follows:

  (in thousands)
Past due 30 days through 89 days        $ 5,240  
Past due 90 days or more and still accruing        $    804  

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 $14 thousand at March 31, 2006. 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, 2006 totaled $510 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, 2006.

For the three months ended March 31, 2006, the Company experienced $150 thousand in charge-offs of loans and $185 thousand in recoveries of loans for a net increase effect to the Allowance for Loan Losses of $35 thousand. With the recoveries exceeding the charge-offs for the three months, the net charge-offs represent 0% of loans. Of the $150 thousand charge to the Allowance for Loan Losses, the breakdown is 6.67% for commercial and industrial loans, .66% for credit card loans and 92.67% for consumer loans. Consumer loan collections of $179 thousand represent the major component of the $185 thousand in recoveries.

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. For the period ending March 31, 2006, the liquidity improvement was reflected with the increase in deposits, the decrease of federal funds purchased and the purchase of federal funds sold. The regulatory liquidity ratio is well within the policy requirement of a minimum liquidity ratio of 15%. A 1% increase or decrease in market rates will basically not affect net interest income. 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. 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, 2006, the tools to meet these needs are the secured and unsecured lines of credit with the correspondent banks totaling $37.5 million (to borrow federal funds) and the line of credit with the Federal Home Loan Bank that exceeded $118 million. At March 31, 2006, the Company had available (unused) line of credit of approximately $94million.

CAPITAL RESOURCES
Total consolidated equity capital at March 31, 2006 was $48.9 million or approximately 10.10% 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, 2006 as reflected below:

Risk-Based Capital Ratio Corporation
Ratio
Bank
Ratio
Requirements
Total Capital 14.57% 14.06% 8%
Tier 1 Capital 13.34% 12.82% 4%
Leverage Capital 10.38%   9.96%  3%

RESULTS OF OPERATIONS
The consolidated net income for the Company for the three months ending March 31, 2006 was $1.8 million which reflected an increase of $155 thousand or 9.53% from the same period in 2005. The increase signifies the continued growth of the Company.

Interest income increased to $7.0 million for the three months ending March 31, 2006 indicating an increase of $1.7 million from the $5.3 million for the three months ending March 31, 2006. The increase in interest income signifies an increase in the pricing of the loan products. Other Income for the three months ending March 31, 2006 increased to $1.6 million from $1.5 million for the three months ending March 31, 2006. The net increase of $85 thousand is attributed to an increase in income on service charges on deposit accounts for the three months ending March 31, 2006.

Interest expense reflects an increase of $1.0 million to $2.3 million for the three months ending March 31, 2006 from $1.3 million for the same period in 2005. The increase in interest expense can be attributed to the competitive pricing of the deposit accounts in a rising rate market.

The increase in the provision for loan losses of $56 thousand reflects a proactive approach in the evaluation of the quality of the loan portfolio and is consistent with the increase in the loan portfolio and the quarterly analysis of the Allowance for Loan Losses.

Noninterest income for the three months ending March 31, 2006 was $1.6 million which is an increase from the $1.5 million for the same period in 2005, reflecting an increase of $98 thousand. The main component of the increase in the non-routine income in 2006 is attributable to service charges on deposit accounts. The service charges on deposit accounts, for each of the three months ended March 31, 2006 and March 31, 2005, totaled $1.1 million and $960 thousand, respectively.

Other expenses, consisting primarily of salaries, employee benefits and occupancy expense, for the three months ending March 31, 2006 reveal an increase of $389 thousand or 12.65% from the same period in 2005. Salaries and employee benefits of $2.3 million for the three months ended March 31, 2006 represent the largest component of other expenses and steadily increases with the development of the market area and the training of future bank management, in both areas of commercial banking and trust.

Income tax expense of $797 thousand for the three months ended March 31, 2006 is indicative of the applicable tax liability for the increase in the income for 2006 along with the adjustments for tax-exempt income.

The net interest margin for the three months ending March 31, 2006 is 4.32%. The return on equity for the three month period ending March 31, 2006 is 15.89%. For the three months ended March 31, 2006, the return on assets is reflected at 1.67%. These ratios, reflecting the financial status of the company, are consistent with the ratios for prior reporting periods.  


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, 2005 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.
 


PART II - OTHER INFORMATION

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
None
 


ITEM 5. OTHER INFORMATION
None
    


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit No. 31.1
Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit No. 31.2
Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit No. 32.1
Certification of principal executive officer pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit No. 32.2
Certification of principal financial officer pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) The Company did not file any reports on Form 8-K during the quarter ended March 31, 2006.
    

SIGNATURES
    

Pursuant to the requirements 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.

SECURITY CAPITAL CORPORATION

BY  /s/ Frank West                             BY  /s/ Connie Woods Hawkins                
  Frank West
President and Chief Executive Officer
  Connie Woods Hawkins
Executive Vice-President, Cashier
   and Chief Financial Officer
 DATE: May 11, 2006  DATE: May 11, 2006
    

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:

1. I have reviewed this Form 10Q of Security Capital Corporation;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)) for the registrant and have:
  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
  b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
  b.) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
  
DATE:  May 11, 2006 /s/ Frank West                  
Frank West
President and Chief Executive Officer

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:

1. I have reviewed this Form 10Q of Security Capital Corporation;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d-15(f)) for the registrant and have:
  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
  b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; 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 over financial reporting.
DATE:  May 11, 2006 /s/ Connie Woods Hawkins                  
Connie Woods Hawkins
Executive Vice-President, Cashier and
Chief Financial Officer
    

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, 2006, 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:

(1) the Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
    BY /s/ Frank West             
Name: Frank West
Title: Chief Executive Officer
Date: May 11, 2006

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, 2006, 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:

(1) the Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
    BY /s/ Connie Woods Hawkins             
Name: Connie Woods Hawkins
Title: Chief Financial Officer
Date: May 11, 2006

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.