For the transition period from ______________________ to _____________________

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
   Yes [    ] No [ X ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Common Stock, $1.00 par value -- 1,651,184 Shares Outstanding as of August 13, 2004.

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PART I - FINANCIAL INFORMATION
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements. (Continued)

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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements. (Continued)

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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements. (Continued)

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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements. (Continued)

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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements. (Continued)

     Note to Consolidated Financial Statements

       The unaudited consolidated financial statements include the accounts of First Pulaski National Corporation (the "registrant") and its wholly-owned subisidiary, First National Bank of Pulaski (the "Bank") and the Bank's wholly-owned subsidiary First Pulaski Reinsurance Company.   
       The interim financial statements furnished under this item reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, as allowed under rules and regulations of the Securities and Exchange Commission for interim period presentation. The results for interim periods are not necessarily indicative of results to be expected for the complete fiscal year. Certain prior period amounts have been reclassified to conform to the current period classifications.

Item 2.  Management's Discussion and Analysis of Financial Condition and Result of Operations.

       The following analysis should be read in conjunction with the financial statements set forth in Part I, Item 1, immediately preceding this section.
       Reference is made to the report of the registrant on Form 10-K for the year ended December 31, 2003, which report was filed with the Securities and Exchange Commission on March 30, 2004. This Form 10-Q contains certain forward-looking statements regarding, among other things, the anticipated financial and operating results of the registrant. The words "anticipate," "could," "may", "intend", "believe", and similar expressions are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The registrant undertakes no obligation to publicly release any modifications, updates or revisions of these statements to reflect events or circumstances occurring after the day hereof, or to reflect the occurrence of unanticipated events.
       In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the registrant cautions investors that future financial and operating results may differ materially from those projected in forward-looking statements made by, or on behalf of, the registrant. Such forward-looking statements involve known and unknown risks and uncertainties, including, but not limited to, increased competition with other financial institutions, lack of sustained growth in the registrant's market area, volatility in interest rates, significant downturns in the businesses of one or more large customers, changes in the legislative or regulatory environment and loss of key personnel. These risks and uncertainties may cause the actual results or performance of the registrant to be materially different from any future results or performance expressed or implied by such forward-looking statements.

Critical Accounting Policies

The accounting principles we follow and our methods of applying these principles conform to accounting principles generally accepted in the United States and with general practices within the banking industry. In connection with the application of those principles to the determination of our allowance for

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PART I - FINANCIAL INFORMATION
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. (Continued)

loan losses, we have made judgements and estimates that have significantly impacted our financial position and results of operations.
        The allowance for loan losses is maintained at a level that is considered to be adequate to reflect estimated credit losses for specifically identified loans as well as estimated probable credit losses inherent in the remainder of the loan portfolio at the balance sheet date. The allowance is increased by the provision for loan losses, which is charged against current period operating results and decreased by the amount of charge-offs, net of recoveries. A formal review of the allowance for loan losses is prepared quarterly to assess the risk in the portfolio and to determine the adequacy of the allowance for loan losses. Our methodology of assessing the appropriateness of the allowance consists of several elements, which include the formula allowance, as well as specific allowances.
       The formula allowance is calculated by applying loss factors to outstanding loans and certain unused commitments. For purposes of the quarterly review, the loan portfolio is separated by loan type, and each type is treated as a homogeneous pool. Each loan is assigned a risk rating by loan officers using established credit policy guidelines. These risk ratings are periodically reviewed and all risk ratings are subject to review by an independent Credit Review Department. Each risk rating is assigned an allocation percentage which, when multiplied times the dollar value of loans in that risk category, results in the amount of the allowance for loan losses allocated to these loans. Allocation percentages are based on our historical loss experience and may be adjusted for significant factors that, in management's judgement, affect the collectibility of the portfolio as of the evaluation date.
       Specific allowances are established in cases where management has identified significant conditions or circumstances related to a credit that management believes indicates the probability that a loss has been incurred in excess of the amount determined by the application of the above formula. Every substandard or worse loan in excess of $25,000 and all loans classified as "Other Assets Especially Mentioned" over $100,000 are reviewed quarterly by the Board's Executive and Loan Committee to review the level of loan losses required to be specifically allocated.

       Total assets of the registrant grew by approximately $3.8 million, or 0.9 percent in the first six months of 2004. Total net loans increased almost $8.9 million, or 4.0 percent from December 31, 2003 to June 30, 2004. This loan growth was funded primarily by an increase in interest-bearing deposits. Net income of the registrant increased approximately $236,000 in the first six months of 2004 as compared to the same period of 2003. Net interest income fell approximately $111,000 in the first six months of 2004 as compared to the same period of 2003; however, the drop in net interest income was offset by a decrease of approximately $542,000 in provision for loan losses over the same periods, due primarily to an improvement in the overall condition of the loan portfolio in 2004 as compared to 2003. In addition, total income taxes decreased slightly even though net income before taxes increased since the Bank increased its holdings in non-taxab le municipal securities throughout 2003 and 2004.

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    PART I - FINANCIAL INFORMATION
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. (Continued)

(a) Results of Operations

       Net income of the registrant was $2,666,664 for the first six months of 2004. This amounted to an increase of $236,201, or 9.7 percent, compared to the first six months of 2003.  For the three-month period ended June 30, 2004, net income increased $46,081, or 3.8 percent, as compared to the three-months ended June 30, 2003.
       Net interest income, the largest component of net income for the registrant, is the difference between income earned on loans and investments and interest paid on deposits and other sources of funds. Net interest income could be materially affected during periods of volatility in interest rates.
       Net interest income decreased $146,857, or 3.4 percent to $4,170,977 during the second quarter of 2004 as compared to $4,317,834 for the second quarter of 2003.  Total interest income decreased $261,833, or 4.4 percent to $5,753,919 for the second quarter of 2004 as compared to $6,015,752 for the same period in 2003. The decrease in total interest income was due primarily to a decrease in interest and fees on loans of $388,252 in the second quarter of 2004 as compared to the second quarter of 2003. This decrease was the result of a decrease of approximately $2,350,000 in average loans outstanding in the second quarter of 2004 as compared to the second quarter of 2003 as well as a lower overall yield on the loan portfolio in the second quarter of 2004 as compared to the same period of 2003. Interest on investment securities increased $123,106 in the second quarter of 2004 as compared to the second quarter of 2003, offsetting the decrease in interest and fees on loans over the same period. The increase in interest on investment securities was primarily a result of an approximately $32 million increase in average securities held in the second quarter of 2004 as compared to the same period of 2003 as the registrant sought alternate uses of capital other than funding loan growth.
       The decrease in total interest income was offset, however, by a decrease in total interest expense of $114,976, or 6.8 percent to $1,582,942 for the second quarter of 2004 as compared to $1,697,918 for the same period in 2003. The decrease in total interest expense was primarily due to lower average interest rates paid on interest-bearing deposits in the second quarter of 2004 as compared to the second quarter of 2003.
       Net interest income of the registrant for the six-month period ended June 30, 2004 decreased by $111,198, or 1.3 percent, to $8,236,346 as compared to $8,347,544 for the six months ended June 30, 2003. Total interest income decreased $391,205, or 3.3 percent for the first six months of 2004 as compared to the same period in 2003. This decrease was primarily the result of a decrease in average loans during the first six months of 2004 as compared to the same period of 2003 as well as a decrease in the average yield of the loan portfolio over the first six months of 2004 as compared to the same period of 2003. Average loans decreased approximately $3,750,000 to $230,570,000 during the first six months of 2004 as compared to $234,320,000 for the same period of 2003. These factors led the interest income on loans to decrease $625,214 for the first six months of 2004 as compared to the same period of 2003. However, the decrease in interest and fees on loans was offse t by an increase of $234,846 in interest income on investment securities. This increase was primarily due to an increase of approximately $32 million in average investment securities held during the first six months of 2004 as compared to the same period of 2003 as the registrant sought alternate uses for capital other than funding loan growth.
       The decrease in total interest income was offset, however, by a decrease in total interest expense of $280,007, or 8.1 percent to $3,181,219 for the first six months of 2004 as compared to $3,461,226 for the same period in 2003. The decrease in total interest expense was primarily caused by a $176,390 decrease in interest expense on savings and money market accounts and a $157,785 decrease in interest expense on time deposits for the six months ended June 30, 2004 as compared to the same period in 2003.  

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. (Continued)

PART I - FINANCIAL INFORMATION
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. (Continued)

(b) Financial Condition

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PART I - FINANCIAL INFORMATION
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. (Continued)

PART I - FINANCIAL INFORMATION
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.(Continued)

$1,182,900 for the six months ended June 30, 2003 for a net charge-off ratio of 1.01 percent (annualized). As discussed previously, one large line was primarily responsible for the net loan charge-offs during the first six months of 2004. Also, during the first quarter of 2003, a large credit line consisting primarily of commercial real estate and land development loans incurred substantial charge-offs and resulted in most of the net charge-offs during the first three months of 2003.
       The total allowance for credit losses decreased to $3,323,296 as of June 30, 2004 from $3,448,676 as of December 31, 2003. The decrease of $125,380 in the allowance for credit losses during the first six months of 2004 was primarily due to management charging off the unguaranteed portion of the large USDA guaranteed credit mentioned previously. As of December 31, 2003, management had estimated the credit exposure on this line in its calculation for the allowance for credit losses. Subsequently, during the first quarter of 2004, the estimated loss on the credit was charged-off, thus decreasing the allowance for credit losses. Management believes that the allowance for credit losses is adequate to cover potential losses in the loan portfolio.

(c) Liquidity

       Liquidity is the ability to fund increases in loan demand or to compensate for decreases in deposits and other sources of funds, or both. Maintenance of adequate liquidity is an essential component of the financial planning process. The objective of asset/liability management is to provide an optimum balance of liquidity and earnings. Cash and cash equivalents increased $98,350 between December 31, 2003 and June 30, 2004.  
       Marketable investment securities, particularly those of short maturities, are the principal source of asset liquidity. Securities maturing in one year or less amounted to $15,726,337 at June 30, 2004, representing 10.1 percent of the registrant's investment portfolio as compared to $17,174,585,or 13.3 percent one year earlier. These securities may be sold in response to changes in interest rates, changes in prepayment risk, the need to increase regulatory capital, or asset/liability strategy. Management classifies all of the Company's investment portfolio in the available-for-sale category and reports these securities at fair value. Management does not anticipate the sale of a material amount of investment securities in the foreseeable future.  
       Other sources of liquidity include maturing loans and federal funds sold. The registrant had $400,000 in Federal funds sold on June 30, 2004 as well as December 31, 2003.   
       The registrant does not anticipate that there will be any unusual demands, commitments, or events that could adversely impact the liquidity of the registrant.

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  PART I - FINANCIAL INFORMATION
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. (Continued)

Off Balance Sheet Arrangements

       The registrant has not historically incurred off-balance sheet obligations through the use of or investment in off-balance sheet derivative financial instruments of structured finance or special purpose entities organized as corporations, partnerships or limited liability companies or trusts. However, the Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. The following table summarizes the Bank's involvement in financial instruments with off-balance sheet risk:

       Since these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment level does not necessarily represent future cash requirements. If needed to fund these commitments, the Bank has the ability to liquidate federal funds sold or securities available-for-sale, or on a short-term basis to borrow and purchase federal funds from other financial institutions as well as borrow from the Federal Home Loan Bank of Cincinnati. At June 30, 2004, the Bank had total borrowings of $4,462,302 and had approximately $28,741,000 of available additional borrowings from the Federal Home Loan Bank of Cincinnati.
       The Bank originates residential mortgage loans for sale in the secondary market which it may be required to repurchase if a default occurs with respect to the payment of any of the first four installments of principal and interest after a loan is sold and the default continues for a period of 90 days. These loans are considered in the computation of the allowance for loan losses to cover future defaults.

(d) Capital Adequacy

       The Federal Reserve Board, the Office of the Comptroller of the Currency and the FDIC have established risk-based capital guidelines for U.S. banking organizations. These guidelines provide a uniform capital framework that is sensitive to differences in risk profiles among banks.
        Under these guidelines, total capital consists of Tier I capital (core capital, primarily stockholders' equity) and Tier II capital (supplementary capital, including certain qualifying debt instruments and credit loss reserve).
       Assets are assigned risk weights ranging from 0 to 100 percent depending on the level of credit risk normally associated with such assets. Off-balance sheet items (such as commitments to make loans) are also included in assets through the use of conversion factors established by regulators and are assigned risk weights in the same manner as on-balance sheet items. Banking institutions are expected to maintain a Tier I capital to risk-weighted assets ratio of at least 4.00 percent, a total capital (Tier I plus Tier II) to

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PART I - FINANCIAL INFORMATION
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. (Continued)

total risk-weighted assets ratio of at least 8.00 percent, and a Tier I capital to total assets ratio (leverage ratio) of at least 4.00 percent.
       The following table presents actual, minimum and "well capitalized" capital amounts and ratios for First Pulaski National Corporation ("FPNC") and First National Bank of Pulaski ("FNB") as of June 30, 2004 and December 31, 2003.

(*) Average assets for the above calculations were as of the most recent quarter for each period noted.

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  PART I - FINANCIAL INFORMATION
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Item 3. Quantitative and Qualitative Disclosures About Market Risks.

       The registrant's primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on a large portion of the registrant's assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which possess a short term to maturity. Based upon the nature of the registrant's operations, the registrant is not subject to foreign currency exchange or commodity price risk.
       Interest rate risk management focuses on the earnings risk associated with changing interest rates, as well as the risk to the present value of the registrant's equity. Management seeks to maintain profitability in both immediate and long-term earnings through funds management and interest rate risk management. The registrant's rate sensitive position has an important impact on earnings and the present value of the registrant's equity. Management of the registrant meets regularly to analyze the rate sensitivity position, focusing on the spread between the cost of funds and interest yields generated primarily through loans and investments. Management also seeks to maintain stability in the net interest margin under varying interest rate environments. These goals are accomplished through the development and implementation of lending, funding and pricing strategies designed to maximize net interest income under varying interest rate environments subject to specific liquidity and interest rate risk guidelines.
       Analysis of rate sensitivity and rate gap analysis are the primary tools used to assess the direction and magnitude of changes in net interest income resulting from changes in interest rates. Included in the analysis are cash flows and maturities of financial instruments, changes in market conditions, and pricing and deposit volume and mix. Since these assumptions are inherently uncertain, net interest income can not be precisely estimated nor can the impact changes in interest rates be precisely predicted. Actual results will differ due to timing, magnitude and frequency of interest rate changes and changes in market conditions and management's strategies, among other factors.
       Simulation modeling is used to evaluate both the level of interest rate sensitivity as well as potential balance sheet strategies. Important elements in this modeling process include the mix of floating rate versus fixed rate assets and liabilities; the repricing/maturing volumes and rates of the existing balance sheet; and assumptions regarding future volumes, maturity patterns and pricing under varying interest rate scenarios. The Bank's Asset/Liability policy strives to limit the decrease in net interest income over a +/-200 basis point rate shock to no more than 7.0 percent over the next twelve months as compared to base scenario of no changes in interest rates and to limit the decrease in the current present value of the Bank's equity to no more than 25 percent over the same +/-200 basis point rate shock. As of June 30, 2004, a -200 basis point rate shock was estimated to decrease net interest income approximately $1,020,000, or 6.8%, over the next twelve mon ths, as compared to the base scenario. A +200 basis point rate shock was projected to increase net interest income approximately $30,000, or 0.2 percent, over the next twelve months as compared to the base scenario. The -200 basis point rate shock was estimated to increase the current present value of the Bank's equity by 3.0 percent and a +200 basis point rate shock was estimated to decrease the current present value of the Bank's equity by 6.5%, both well within the policy guidelines. This simulation analysis assumes that NOW and savings accounts have a lower correlation to changes in market interest rates than do loans, investment securities and time deposits. The simulation analysis takes into account the call features of certain investment securities based upon the rate shock, as well as estimated prepayments on loans. The simulation analysis assumes no change in the Bank's asset/liability composition due to the inherent uncertainties of specific conditions and corresponding actions of management.
       There have been no material changes in reported market risks during the quarter ended June 30, 2004.

Item 4. Controls and Procedures

       The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective.

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PART II - OTHER INFORMATION
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Item 1.  Legal Proceedings.

       The registrant and its subsidiaries are involved, from time to time, in ordinary routine litigation incidental to the banking business. Neither the registrant nor its subsidiaries is involved in any material pending legal proceedings.

Item 2.  Changes in Securities and Use of Proceeds and Issuer Purchases of Equity Securities

     None

Item 3.  Defaults upon Senior Securities

     None

Item 4.  Submission of Matters to a Vote of Security Holders

     At the annual meeting of stockholders on April 29, 2004, there were 1,099,071 shares represented.  The number of shares required for a quorum was 826,098. Of the 1,099,071 shares represented at the meeting, the following votes were given with respect to the election of registrant's directors.

     On the basis of these figures, the above named directors were declared duly elected.

     Also brought to a vote was the ratification of the selection of Putman and Hancock, Certified Public Accountants, as external auditors for the ensuing year. Of the 1,099,071 shares represented, there were 1,092,480 shares voted for, 30 shares against, 6,561 shares abstaining and no broker non-votes. On the basis of these figures, the selection of Putman and Hancock, Certified Public Accountants was declared ratified.

Item 5.  Other Information

     None

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PART II - OTHER INFORMATION
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Item 6.  Exhibits and Reports on Form 8-K.

     (a)  Exhibit 31.1 Certification of Mark A. Hayes, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

           Exhibit 31.2 Certification of Tracy Porterfield, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

           Exhibit 32.1 Certification of Mark A. Hayes, pursuant to 18 U.S.C. Section 1350 - the Sarbanes-Oxley
                              Act of 2002.

           Exhibit 32.2 Certification of Tracy Porterfield, pursuant to 18 U.S.C. Section 1350 - the Sarbanes-Oxley
                              Act of 2002.

     
     (b)  No current reports on Form 8-K have been filed during the second quarter of 2004.

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SIGNATURES
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      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.

                                                                                FIRST PULASKI NATIONAL CORPORATION

Date:  August 16, 2004                     

                                                                                /s/Mark A. Hayes                                                 
                                                                                Mark A. Hayes, Chief Executive Officer

Date:  August 16, 2004                                             /s/Tracy Porterfield                                               
                                                                                 Tracy Porterfield, Chief Financial Officer
                                                                               

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