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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
____________________________________________

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 subsidiary, 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 Results 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 loan losses, we have made judgments 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

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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)

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 $7.8 million, or 1.9 percent in the first nine months of 2004. The Bank has concentrated on quality loan growth throughout 2004, resulting in total net loans increasing almost $19.5 million, or 8.7 percent during the first nine months of 2004. This loan growth was funded primarily by an increase in interest-bearing deposits. Net income of the registrant increased approximately $278,000 in the first nine months of 2004 as compared to the same period of 2003. Net interest income fell approximately $38,000 in the first nine 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 $812,000 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 approximately $111,000 al though net income before taxes increased since the Bank increased its holdings in non-taxable municipal securities throughout 2003 and 2004.
       Total assets grew approximately $4 million during the three months ended September 30, 2004. Much of the growth in assets in the third quarter occurred in loans. Net loans increased approximately $10.6 million during the third quarter of 2004 as the Bank's loan demand increased. The growth in loans was offset by an approximately $8.8 million decrease in investment securities in the three months ended September 30, 2004. Deposits also grew approximately $4.0 million during the third quarter of 2004. The registrant had net income of $1.32 million during the three months ended September 30, 2004, leading to a diluted earnings per share of $0.79 in the third quarter.

(a) Results of Operations

       Net income of the registrant was $3,986,161 for the first nine months of 2004. This amounted to an increase of $277,655, or 7.5 percent, compared to the first nine months of 2003.  For the three-month period ended September 30, 2004, net income increased $41,454, or 3.2 percent, as compared to the three months ended September 30, 2003.  

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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)

       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 increased $73,348, or 1.8 percent to $4,176,883 during the third quarter of 2004 as compared to $4,103,535 for the third quarter of 2003.  Total interest income increased $11,807, or 0.2 percent to $5,830,866 for the third quarter of 2004 as compared to $5,819,059 for the same period in 2003. The increase in total interest income was due primarily to an increase in interest in investment securities of $131,095 that was offset by a decrease in interest and fees on loans of $104,104 and a decrease in interest on federal funds sold of $14,697 in the third quarter of 2004 as compared to the third quarter of 2003. The increase in interest on investment securities was primarily the result of an increase in average investment securities held of approximately $19.8 million in the third 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 interest and fees on loans was primarily a re sult of a decrease in the average yield on loans in the third quarter of 2004 as compared to the third quarter of 2003.
       The increase in net interest income was also aided by a decrease in total interest expense of $61,541, or 3.6 percent to $1,653,983 for the third quarter of 2004 as compared to $1,715,524 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 third quarter of 2004 as compared to the third quarter of 2003.
       Net interest income of the registrant for the nine-month period ended September 30, 2004 decreased by $37,850, or 0.3 percent, to $12,413,229 as compared to $12,451,079 for the nine months ended September 30, 2003. Total interest income decreased $379,398, or 2.2 percent for the first nine months of 2004 as compared to the same period in 2003. This decrease was primarily the result of a decrease in the average yield of the loan portfolio for the first nine months of 2004 as compared to the same period of 2003, leading to a decrease in the interest and fee income on loans of $729,318 for the first nine months of 2004 as compared to the same period of 2003. However, the decrease in interest and fees on loans was offset by an increase of $365,941 in interest income on investment securities. This increase was primarily due to an increase of approximately $28.4 million in average investment securities held during the first nine months of 2004 as compared to the same p eriod 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 $341,548, or 6.6 percent to $4,835,202 for the nine months ended September 30, 2004 as compared to $5,176,750 for the same period in 2003. The decrease in total interest expense was primarily caused by a $245,282 decrease in interest expense on time deposits and a $179,876 decrease in interest expense on savings and money market accounts and for the nine months ended September 30, 2004 as compared to the same period in 2003.  
       The registrant's non-interest income is composed of several components, some of which vary significantly between quarterly periods. Service charges on deposit accounts and other non-interest income generally reflect the registrant's growth, while fees for origination of mortgage loans will often reflect stock and home mortgage market conditions and fluctuate more widely from period to period.
       Total other income decreased $412,480, or 33.2 percent to $830,805 for the three-month period ended September 30, 2004 as compared to $1,243,285 for the three-month period ended September 30, 2003. Much of the decrease in other income was due to a $212,680 decrease in other income in the third quarter of 2004 as compared to the same period of 2003, which was primarily due to an approximately $190,000 gain on the sale of a loan in the third quarter of 2003 as compared to no gain on the sale of loans in the third quarter of 2004. Mortgage banking fees also decreased $145,598 in the third quarter of 2004 as compared to the third quarter of 2003 as home mortgage lending and refinancings slowed. In addition, there were $48,893 in securities losses in the third quarter of 2004 as compared to securities gains of $39,813 in the third quarter of 2003.

page 9

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

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PART I - FINANCIAL INFORMATION
____________________________________________

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

       On a basic, weighted average per share basis, net income was $2.41 per share based on 1,652,067 weighted shares outstanding for the first nine months of 2004 as compared to $2.26 per share on 1,643,165 weighted shares outstanding for the first nine months of 2003. On a fully diluted basis, net income per share was $2.40 for the first nine months of 2004 on 1,660,695 weighted shares outstanding as compared to $2.24 on 1,655,750 weighted shares outstanding for the first nine months of 2003. On a basic, weighted average per share basis, net income was $0.80 per share based on 1,651,241 weighted shares outstanding for the three months ended September 30, 2004 as compared to $0.78 per share based on 1,643,184 weighted shares outstanding for the same period of 2003. On a fully diluted basis, net income per share was $0.79 for the three months ended September 30, 2004 on 1,659,845 weighted shares outstanding as compared to $0.77 on 1,656,389 wei ghted shares outstanding for the same period of 2003.
       The following table shows the return on assets (net income divided by average total assets) and return on equity (net income divided by average stockholders' equity (excluding unrealized gain or loss on securities)) for the nine months ended September 30, 2004 (annualized) and for the year ended December 31, 2003.

(b) Financial Condition

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PART I - FINANCIAL INFORMATION
____________________________________________

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

second quarter of 2002. Eighty percent of the principal and accrued interest of the loan is guaranteed by the USDA. During the second quarter of 2003, the bank foreclosed on the underlying collateral and received a payment from the USDA for eighty percent of the estimated shortfall between the remaining principal balance and the estimated net realizable value of the underlying collateral. The foreclosed property was placed in other real estate owned and it accounted for over 70 percent of the balance of other real estate owned at September 30, 2004. Management had estimated the credit exposure on the remaining loan balance at June 30, 2003 and each subsequent quarter and included the exposure in its allowance for loan losses calculation quarterly. The remaining loan balance was charged off in the first quarter of 2004.
       Nonaccrual loans are those for which management has discontinued accrual of interest because there exists significant uncertainty as to the full and timely collection of either principal or interest or such loans have become contractually past due 90 days with respect to principal or interest unless such loans are well secured and in the process of collection. The additional amount of interest that would have been recorded during the first nine months of 2004 if the above nonaccrual loans had been current in accordance with their original terms was approximately $40,000.
       Loans that are classified as "substandard" or worse by the registrant represent loans to which management questions the borrowers' ability to comply with the present loan repayment terms. As of September 30, 2004, there were approximately $9,317,000 in loans that were classified as "substandard" or worse and accruing interest. This compares to approximately $6,941,000 in loans that were classified as "substandard" or worse and accruing interest as of September 30, 2003.
       Credit risk represents the maximum accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted and any collateral or security proved to be of no value. Concentrations of credit risk or types of collateral arising from financial instruments exist in relation to certain groups of customers. A group concentration arises when a number of counterparties have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The registrant does not have a significant concentration to any individual customer or counterparty. The major concentrations of credit risk for the registrant arise by collateral type in relation to loans and credit commitments. The only significant concentration that exists is in loans secured by real estate and agricultural related loans. Among loans secured by real estate, the regist rant has a concentration of loans secured by hotel and motel properties as well as loans to operators of dwellings other than apartments. Although the registrant has a loan portfolio diversified by type of risk, the ability of its customers to honor their contracts is to some extent dependent upon their regional economic condition. A geographic concentration arises because the registrant grants commercial, real estate and consumer loans primarily to customers in Giles, Marshall and Lincoln Counties, Tennessee. In order to mitigate the impact of credit risk, management strives to identify loans experiencing difficulty early enough to correct the problems and to maintain an allowance for loan losses at a level management believes is sufficient to cover inherent losses in the loan portfolio.
       Net charge-offs for the nine months ended September 30, 2004 were approximately $514,400 for a net charge-off ratio (net charge-offs divided by total loans net of unearned income) of .28 percent (annualized). This compares to net charge-offs of approximately $1,638,600 for the nine months ended September 30, 2003 for a net charge-off ratio of 0.96 percent (annualized). As discussed previously, one large line was primarily responsible for the net loan charge-offs during the first nine 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 nine months of 2003.
       The total allowance for credit losses decreased to $3,407,817 as of September 30, 2004 from $3,448,676 as of December 31, 2003. Management believes that the allowance for credit losses is adequate to cover potential losses in the loan portfolio.

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PART I - FINANCIAL INFORMATION
____________________________________________

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

(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 $3,067,773 between December 31, 2003 and September 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 approximately $15,388,000 at September 30, 2004, representing 10.5 percent of the registrant's investment portfolio as compared to $16,289,000,or 11.4 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 $3,720,000 in Federal funds sold on September 30, 2004, compared to $400,000 as of 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.

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 September 30, 2004, the Bank had total borrowings of $4,393,734 and had approximately $29,484,000 of available additional borrowings from the Federal Home Loan Bank of Cincinnati.

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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)

       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 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 September 30, 2004 and December 31, 2003.

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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)

       The registrant may periodically repurchase the registrant's outstanding common stock for the purpose of retiring the repurchase shares. All repurchase transactions are approved by the registrant's Board of Directors. The registrant repurchased 12,501 shares at an aggregate cost of $620,539 during the third quarter or 2004. No shares were repurchased during the first or second quarters of 2004.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

       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 of 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 the 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 September 30, 2004, a -200 basis point rate shock was estimated to decrease net interest income approximately $1,058,000, or 7.1%, over the next t welve months, as compared to the base scenario, barely outside the policy guideline of -7.0 percent. A +200 basis point rate shock was projected to increase net interest income approximately $290,000, or 2.0 percent, over the next twelve months as compared to the base scenario. The -200 basis point rate shock was estimated to decrease the current present value of the Bank's equity by 0.2 percent and a +200 basis point rate shock was estimated to decrease the current present value of the Bank's equity by 4.1%, 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

PART I - FINANCIAL INFORMATION
____________________________________________

Item 3. Quantitative and Qualitative Disclosures About Market Risk. (Continued)

Bank's asset/liability composition due to the inherent uncertainties of specific conditions and corresponding actions of management.
       Although the Bank's net interest income exposure is slightly outside its policy limits at September 30, 2004, it is well within its current value of equity exposure under the same +-200 basis point rate shock. A drop in market interest rates of 200 basis points would leave all non-maturity deposits at their floor levels, since they were already below 2.0% at September 30, 2004. This is the primary cause for the Bank's net interest income exposure being slightly above the policy guidelines at the September 30, 2004. Management has decided to take no significant action at this time to comply with its policy limits regarding net interest income exposure since market interest rates remain at historically low levels and the likelihood of a 200 basis point drop in market interest rates is felt to be very unlikely, as well as the fact the Bank is well under its policy limit regarding the current present value of its equity.
       There have been no material changes in reported market risks during the quarter ended September 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.

PART II - OTHER INFORMATION
____________________________________________

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.

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PART II - OTHER INFORMATION
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Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

     (c) The table below sets forth the number of shares repurchased by the registrant during the third quarter of 2004 and the average prices at which these shares were repurchased.

The above shares were not repurchased as part of a publicly announced plan or program, but rather were purchased by the registrant in isolated transactions with its shareholders.

Item 3.  Defaults upon Senior Securities.

     None

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

     None
 

Item 5.  Other Information.

     None

Item 6.  Exhibits.

     (a)  Exhibit 10.1  Form of Incentive Stock Option Agreement Under the Company's 1997 Stock Option Plan

           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.

page 17

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.

                                                                          FIRST PULASKI NATIONAL CORPORATION

Date:  November 15, 2004                                  /s/Mark A. Hayes                                   
                                                                           Mark A. Hayes, Chief Executive Officer

Date:  November 15, 2004                                  /s/Tracy Porterfield                                  
                                                                            Tracy Porterfield, Chief Financial Officer
                                                                               

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