UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (or Date of Earliest Event Reported): July 29, 2004

                             MIDSOUTH BANCORP, INC.
             (Exact name of registrant as specified in its charter)

           Louisiana                    1-11826                  72-1020809
  (State or jurisdiction of     (Commission File Number)       (IRS Employer
incorporation or organization)                               Identification No.)

              102 Versailles Boulevard, Lafayette, Louisiana      70502
               (Address of principal executive offices)         (Zipcode)

                                 (337) 237-8343
              (Registrant's telephone number, including area code)


ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

      On July 28, 2004, MidSouth Bancorp, Inc. (the "Company") issued a press
release regarding the Company's earnings for the quarter ended June 30, 2004.
The Company's earnings press release, including financial highlights, is
attached as Exhibit 99.1.

                                    SIGNATURE

      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 authorized.

Dated: July 29, 2004

                                            MIDSOUTH BANCORP, INC.

                                            By:  /s/ C.R. Cloutier
                                            ----------------------
                                            President & CEO


                                  EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------

99.1          Press Release dated July 28, 2004 announcing earnings for the
              second quarter of 2004.