LAMAR CAPITAL CORP, S-3D, 2000-02-14

LAMAR CAPITAL CORP
S-3D, 2000-02-14
STATE COMMERCIAL BANKS

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As filed with the Securities and Exchange Commission on February 14, 2000
Registration Number: ___-_____

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

LAMAR CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)

MISSISSIPPI 6712 64-0733976
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
Number)

401 SHELBY SPEIGHTS DRIVE,
PURVIS , MISSISSIPPI 39475
(601) 794-6047
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

ROBERT W. ROSEBERRY
401 SHELBY SPEIGHTS DRIVE,
PURVIS , MISSISSIPPI 39475
(601) 794-6047
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

L. KEITH PARSONS, ESQ.
WATKINS LUDLAM WINTER & STENNIS, P.A.
POST OFFICE BOX 427
633 NORTH STATE STREET
JACKSON, MISSISSIPPI 39202
(601) 949-4900

Approximate date of commencement of proposed sale of the securities to
the public: From time to time after the effective date of this Registration
Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [_]

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

========================== -------------------------- --------------------------- --------------------------- ----------------------
Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be offering price aggregate offering registration
securities to be registered per unit price fee
registered
========================== ========================== =========================== =========================== ======================

<S> <C> <C> <C> <C>
Common Stock, par 200,000(1) Shares 9.9375(2) $1,987,500(2) $524.70
value $.50 per share
========================== ========================== =========================== =========================== ======================
</TABLE>
<PAGE>

================================================================================

================================================================================
(1) If, prior to the completion of the distribution of the Common Stock covered
by this registration statement, additional shares of Common Stock are issued or
issuable as a result of a stock split or stock dividend, this registration
statement shall be deemed to cover such additional shares resulting from the
stock split dividend pursuant to Rule 416.

(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c). Based on the average of the high and low prices, as
reported by NASDAQ, as of February 8, 2000
================================================================================
================================================================================
<PAGE>

PROSPECTUS

LAMAR CAPITAL CORPORATION

Dividend Reinvestment Plan

200,000 shares of Common Stock ($.50 par value)

To our Shareholders:

We are pleased to send you this prospectus describing the Dividend
Reinvestment Plan being offered by Lamar Capital Corporation to eligible
shareholders. The Plan provides the opportunity to reinvest automatically cash
dividends in shares of Common Stock (including fractional shares computed to
four decimal places) and to make additional purchases of Common Stock with
optional cash payments ranging from a $20 minimum to a $5,000 maximum per
quarter per participant. The Plan is administered by SunTrust Bank, Atlanta, who
will purchase shares of Common Stock as agent for the accounts of participants
under the Plan on the open market as described below.

The price at which the Agent will be deemed to have acquired shares of
Common Stock through dividend reinvestment or with optional cash payments for
the accounts of participants under the Plan will be the average price of all
shares purchased by the Agent in the open market as agent for all participants
on the investment date.

Shareholders of record of Common Stock may enroll at any time by
completing the enclosed Authorization Card and returning it to SunTrust Bank,
Atlanta at the address listed in Question Number 3 of the attached Prospectus.
Shareholders who do not wish to participate in the Plan will receive dividends
on the Common Stock, if and when declared, by check without any further action
on their part.

Lamar Capital Corporation's common stock is traded on the NASDAQ stock
market. The trading symbol is "LCCO." On February 8, 2000, Lamar Capital
Corporation's common stock closed at $9.9375.

The address and telephone number of the principal executive office of
Lamar Capital Corporation is 401 Shelby Speights Drive, Purvis, Mississippi
39475, telephone (601) 794-6047.

Sincerely,

Chairman and Chief Executive Officer

- --------------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
- --------------------------------------------------------------------------------

The date of this Prospectus is February 14, 2000.

<PAGE>

TABLE OF CONTENTS

Page

DESCRIPTION OF THE DIVIDEND REINVESTMENT PLAN. . . . . . . . . . . . . . . . .1

Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Advantages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Administration. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Participation. . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Optional Cash Payments. . . . . . . . . . . . . . . . . . . . . . . 2
Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Purchases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Sale of Plan Shares. . . . . . . . . . . . . . . . . . . . . . . . .4
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Reports to Participants. . . . . . . . . . . . . . . . . . . . . . .4
Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Termination of Participation. . . . . . . . . . . . . . . . . . . . 5
Tax Information. . . . . . . . . . . . . . . . . . . . . . . . . . .5
Other Information. . . . . . . . . . . . . . . . . . . . . . . . . .6

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

LEGAL OPINION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . . . . . . . . . . .9

APPENDIX A - LAMAR CAPITAL CORPORATION DIVIDEND REINVESTMENT PLAN,
JANUARY 27, 2000

<PAGE>

DESCRIPTION OF THE DIVIDEND REINVESTMENT PLAN

The following, in question and answer form, is a description of the
provisions of the Company's Dividend Reinvestment Plan. This description does
not purport to be complete and is qualified in its entirety by reference to the
terms and conditions of the Plan (a copy of which is attached as Appendix A).

Purpose

1. What is the purpose of the Plan?

The purpose of the Plan is to provide eligible record owners of Common
Stock with a simple and convenient way of investing cash dividends and optional
cash payments in shares of Common Stock.

Advantages

2. What are the advantages of the Plan?

Participants in the Plan may:
a. Reinvest automatically their cash dividends in shares of
Common Stock (at lower fees than purchases made outside of
the Plan through a broker/dealer).
b. Invest optional cash payments from $20 to a cumulative
$5,000 per quarter per participant in Common Stock.
c. Invest the full amount of all cash dividends and optional
cash payments since fractional shares may be held under the
Plan.
d. Realize the long-range opportunity of dollar cost averaging
by purchasing Common Stock under the Plan on a regular
basis.
e. Avoid cumbersome safekeeping requirements through the
free custodial service of the Plan for shares purchased
through the Plan or shares already owned that participants
desire to deposit into the Plan.
f. Avoid the inconvenience and expense of recordkeeping through
the free reporting provisions of the Plan.

Administration

3. Who administers the Plan for participants?

SunTrust Bank, Atlanta administers the Plan as Agent for participants,
keeps records, sends statements of account to participants, and performs other
duties related to the Plan. Shares purchased through the Plan will be registered
in the name of SunTrust Bank, Atlanta or its nominee as agent for participants
in the Plan.

All inquiries and communications regarding the Plan should include
your (the participant's) account number and should be directed to the Agent at:

SunTrust Bank, Atlanta
Attn: Stock Transfer Department:
P. O. Box 4625
Atlanta, Georgia 30302
1-800-568-3476

The Agent or the Company may terminate or suspend the Plan at any time
by written notice to participants. The terms and conditions of the Plan may be
amended by the Agent, with the concurrence of the Company, at any time by
mailing an appropriate notice to participants at least 30 days prior to the
effective date of the amendment.

Participation

4. Who is eligible to participate?

Record owners of common stock are eligible to enroll in the Plan.

Beneficial owners whose shares are registered in names other than
their own (for example, in the name of a broker, bank, or other nominee) and who
wish to participate in the Plan must either (i) become owners of record by
having the number of shares they wish to enroll in the Plan transferred into
their names, or (ii) make arrangements with the holder of record to participate
in the Plan on behalf of such beneficial owner.
<PAGE>
5. How does a shareholder become a participant?

An eligible shareholder may join the Plan by completing the enclosed
Authorization Card and returning it to the Agent at the address provided in
Question 3. Additional Authorization Cards may be obtained at any time by
contacting the Company or the Agent.

6. What participation options are available?

By marking the appropriate spaces on the Authorization Card, an
eligible shareholder of record may choose among the following investment options
for purchases of shares of Common Stock:

a. To reinvest automatically cash dividends on all shares of
Common Stock of which the participant is the owner of record
and also to make optional cash payments in amounts ranging
from a $20 minimum to a cumulative $5,000 maximum per
quarter per participant.
b. To reinvest automatically cash dividends on a percentage
(less than 100%) of Common Stock of which the participant is
the owner of record and also to make optional cash payments
in amounts ranging from a $20 minimum to a cumulative $5,000
maximum per quarter per participant.

A shareholder may participate in the Plan with respect to less than
all of the shares of Common Stock registered in the shareholder's name.

All shares of Common Stock purchased through the Plan, whether with
reinvested dividends or optional cash payments, will be held by the Agent for
participants in the Plan, and the dividends on these shares will be reinvested
automatically.

The Plan allows participants to deposit shares of Common Stock
registered in their name with the Agent to be administered under the Plan.

7. When do your investments begin through the Plan?

If an Authorization Card specifying reinvestment of cash dividends is
received by the Agent at least five (5) business days before the record date of
a cash dividend payment, reinvestment will commence with the following dividend
payment. If the Authorization Card is received after that date, the reinvestment
of cash dividends through the Plan will begin with the next cash dividend
payment following the next record date.

Optional cash payments will be invested as specified in Question 9.

8. May you change your method of participation after enrollment?

A record shareholder may change an investment option at any time by
completing a new Authorization Card and returning it to the Agent.

Authorization Cards may be obtained by contacting the Company or the
Agent.

Optional Cash Payments

9. When and how can optional cash payments be made?

Optional cash payments will be invested once each month (see Question
13). Optional cash payments should be received from a participant at least five
(5) business days prior to an investment date. The payments will be applied to
the purchase of shares for the account of the participant on that investment
date.
<PAGE>
No interest will be paid on optional cash payments pending investment.
Optional cash payments received later than five (5) business days prior to the
regular monthly investment date will be invested at the next regular monthly
investment date. To avoid unnecessary accumulations, the Company recommends that
optional cash payments be sent so that they are received by the Agent shortly
before the fifth (5th) business day prior to an investment date. You may obtain
the return of any optional cash payment by written request received by the Agent
not less than two (2) business days before it is to be invested.

An initial optional cash payment may be made when you join the Plan. A
personal check, official bank check, or money order should be made payable to,
"SunTrust Bank, Atlanta," and returned along with the Authorization Card.
Thereafter, optional cash payments may be made through the use of cash payment
forms sent to you with your account statement.

10. What are the limitations on making optional cash payments?

Optional cash payments may be made by personal check, official bank
check, or money order. Any optional cash payments you wish to make must be not
less than a $20 minimum per quarter nor more than a cumulative $5,000 maximum
per quarter. Any number of optional cash payments may be made, subject to the
foregoing limitations, and there is no obligation to make any optional cash
payment at any time.

Optional cash payments need not be in the same amount of money each
time.

Costs

11. Are there any expenses to participants in connection with
purchases or sales through the Plan?

All brokerage commissions or fees for purchases made through the Plan
on the open market will be included as part of the average price per share of
Common Stock purchased by the Agent for the accounts of participants under the
Plan. All administrative costs of the Plan will be paid by the Company. If you
request that the Agent arrange a sale of shares held by the Plan for you, a
brokerage commission will be deducted from the proceeds of the sale by the
independent broker-dealer selected by the Agent (see Questions 15 and 16).

Purchases

12. How many shares of Common Stock will be purchased for
participants, and what is the source of shares purchased through the Plan?

The number of shares purchased for your account, including a
fractional share computed to four decimal places, will be equal to the total
amount invested by you (the amount of cash dividends reinvested and any optional
cash payments), divided by the purchase price per share (see Question 14).

Shares purchased through the Plan will be purchased by the Agent in
the open market as agent for participants under the Plan. The Company will not
exercise any direct or indirect control over the prices or timing of purchases
made by the Agent on the open market.

13. When will shares of Common Stock be purchased through the Plan?

Purchases of shares with reinvested dividends and with optional cash
payments will generally be made on the regular monthly investment date, which is
generally the 15th day of each month. If the dividend payment date is not a
business day, shares will generally be purchased on the next business day.

The Agent will use every reasonable effort to reinvest all dividends
promptly after receipt and in no event later than 30 days after receipt, unless
such investments are restricted by any applicable state or federal securities
laws (See Question 32). No interest will be paid on dividends pending
reinvestment.

The Agent in its sole discretion will determine the exact timing of
purchases made on the open market for allocation to the accounts of participants
under the Plan, as well as the number of shares to be so purchased at any time,
depending on the amount to be invested, market conditions, and the requirements
of applicable securities laws. If for any reason the Agent is precluded from
acquiring shares of Common Stock for 30 consecutive days, the Agent will remit
all cash in a participant's Plan account to the participant after such 30th day.
<PAGE>

You will become the owner of the shares purchased for you through the
Plan on the investment date. However, for federal income tax purposes, the
holding period will commence on the following day (see Question 22).

14. At what price will shares of Common Stock be purchased through
the Plan?

The price at which the Agent will be deemed to have acquired shares
for a participant's account under the Plan will be the average price of all
shares purchased by the Agent on the open market as agent for all participants
with the proceeds of reinvested cash dividends and any optional cash payments.
Brokerage commissions or fees will be included as part of the purchase price of
the shares and allocated proportionally among participants.

Sale of Plan Shares

15. How may you sell your shares of Common Stock?

You can sell your shares of Common Stock held under the Plan in either
of two ways. First, you may request certificates for your whole shares and
arrange for the sale of these shares through a broker-dealer of your choice (see
Question 19). Alternatively, you may request that the Agent sell for you some or
all of your shares held by the Plan. The Agent will sell shares for you through
broker-dealers selected by the Agent in its sole discretion. If you request that
the Agent arrange for the sale of your shares, you will be charged a commission
by the broker-dealer selected by the Agent, which will be deducted from the cash
proceeds paid to you. The amount of the commission will vary depending on the
broker-dealer selected and other factors. Shares being sold for you may be
aggregated with those of other Plan participants who have requested sales. In
that case, you will receive proceeds based on the average sales price of all
shares sold, less your pro rata share of brokerage commissions.

16. When will shares of Common Stock be sold?

If you elect to request that the Agent sell your shares held under the
Plan, the Agent will sell such shares as your agent as soon as practicable after
receipt of your written request. Payment will be made by check and mailed to you
as soon as practicable after the sale.

The Agent will use its best efforts to sell your shares on the open
market within ten (10) business days after receipt of written instructions from
you to such effect or as soon as otherwise practicable. There can be no
assurances with respect to the ability of the Agent to sell your shares or the
price, timing, or terms on which a sale may be made. The Company and the Agent
have no obligation under the Plan, and assume no responsibility, to purchase
whole shares credited to your Plan account if such shares cannot be sold by the
Agent.

Dividends

17. Will participants be credited with dividends on shares held in
their Plan accounts?

The Agent will receive the cash dividends (less the amount of tax
withheld, if any) for all Plan shares held on the dividend record date and
credit them to participants' accounts on the basis of whole shares and any
fractional share held. These dividends received will be reinvested automatically
in additional shares of Common Stock as a dividend reinvestment. Participants
who wish to receive dividends in cash on shares purchased through the Plan must
request certificates for those whole shares (so that the shares will be
registered in the participant's own name) and change their investment option
under the Plan to eliminate dividend reinvestment on their shares (see Questions
8 and 19).

Reports to Participants

18. What reports will be sent to participants in the Plan?

As soon as practicable after each purchase or sale on your behalf, you
will receive a statement showing account information, including amounts
invested, purchase and/or sale prices, and shares purchased and/or sold. This
statement will provide a cost record of purchases under the Plan and should be
retained for tax purposes. In addition, you will receive the same material sent
to every other holder of Common Stock, including the Company's annual reports to
shareholders, notices of shareholders' meetings, proxy statements, and
information for income tax reporting.
<PAGE>

Certificates

19. Will certificates be issued for shares of Common Stock purchased
through the Plan?

Certificates for shares of Common Stock purchased through the Plan
will not be issued to you unless you request them. All shares credited to your
Plan account will be issued to the Agent or its nominee as your agent. The
number of shares credited to your account will be shown on your account
statement. This convenience protects against loss, theft, or destruction of
stock certificates and reduces the costs to be borne by the Company.

A certificate for any number of whole shares credited to your Plan
account will be issued upon written request, and the shares represented by that
certificate will be withdrawn from your account. Your written request should be
mailed to the Agent.

Certificates for a fractional share will not be issued under any
circumstances.

Shares credited to your account may not be assigned or pledged in any
way. If you wish to assign or pledge the whole shares credited to your account,
you must request that certificates for those shares be issued in your name.

Plan accounts will be maintained in the name in which your
certificates are registered at the time you enter the Plan. Certificates for
whole shares will be registered in the same manner when issued to you.

Termination of Participation

20. How can participation in the Plan be terminated?

The Plan is entirely voluntary. You may terminate your participation
in the Plan at any time by notifying the Agent in writing.

If your notice of termination is received by the Agent less than five
business days prior to a cash dividend record date, that cash dividend will be
reinvested for your account. Your account will then be terminated, and all
subsequent cash dividends on those shares will be paid to you.

When electing to terminate participation in the Plan, any optional
cash payment received before the Agent receives your notice of termination will
be invested for your account unless you specifically request return of the
payment prior to two (2) business days before the next investment date.

Upon termination of your participation in the Plan, you may direct the
Agent to sell all whole and fractional shares in your account or receive a
certificate for all whole shares and cash for any fractional share (see Question
15). If written notification is not received by the Agent upon such termination,
certificates for whole shares credited to your account under the Plan will be
issued to you, and a cash payment will be made to you for any fractional share.

21. What happens if a participant in the Plan dies or becomes legally
incapacitated?

Upon receipt by the Agent of notice of death or adjudicated
incompetence of a participant, no further purchases of shares of Common Stock
will be made for the account of such participant. The shares and cash held by
the Plan for the participant will be delivered to the appropriate person upon
receipt of evidence satisfactory to the Agent of the appointment of a legal
representative and instructions from the representative regarding delivery.

Tax Information

22. What are the federal income tax consequences of participating in the
Plan?

Distributions by the Company to shareholders will generally be taxed
as ordinary dividend income. If open market purchases of shares of Common Stock
are made for you through the Plan with reinvested cash dividends, you will be
deemed to have received a taxable dividend in the amount of the cash dividend
reinvested. Your tax basis in these shares acquired on the open market will
equal the amount of the cash dividend.

You will not realize any taxable income at the time of investment of
optional cash payments in additional shares of Common Stock. The tax basis of
shares purchased on the open market with an optional cash payment will be the
amount of such payment.
<PAGE>

The holding period of shares of Common Stock acquired through the
Plan, whether purchased with reinvested dividends or optional cash payments,
will begin on the day following the investment date.

You will not realize any taxable income when you receive certificates
for whole shares credited to your account, either upon your written request for
such certificates or upon withdrawal from or termination of the Plan. However,
you will recognize taxable gain or loss (which, for most participants, will be
capital gain or loss) when whole shares acquired under the Plan are sold or
exchanged for you and when you receive the cash payment for a fractional share
credited to your account. The amount of such gain or loss will be the difference
between the amount that you receive for your shares or fractional share (net of
brokerage commissions and other costs of sale) and the tax basis thereof.

For foreign participants who elect to have their cash dividends
reinvested and whose dividends are subject to United States income tax
withholding, and any other participant for whom federal income tax withholding
on dividends is required, an amount equal to the cash dividends payable to such
participants, less the amount of tax required to be withheld, will be applied to
the purchase of shares of Common Stock through the Plan. Foreign shareholder
participants are urged to consult their legal advisors with respect to any local
exchange, control, tax, or other law or regulation that may affect their
participation in the Plan. The Company and the Agent assume no responsibility
regarding such laws or regulations and will not be liable for any act or
omission in respect thereof.

The foregoing is only an outline of the Company's understanding of
some of the applicable federal income tax provisions. The outline is general in
nature and does not purport to cover every situation. Moreover, it does not
include a discussion of state and local income tax consequences of participation
in the Plan. For specific information on the tax consequences of participation
in the Plan, including any future changes in applicable law or interpretation
thereof, you should consult your own tax advisors.

Other Information

23. What happens if a participant sells a portion of the shares of
Common Stock registered in the participant's name?

If you have authorized the reinvestment of cash dividends on shares
registered in your name and then dispose of a portion of those shares, the cash
dividends on the remaining shares will continue to be reinvested.

24. What happens when a participant sells or transfers all of the
shares registered in his or her name or stops all purchases?

If you dispose of all shares registered in your name with respect to
which you participate in the Plan or stop purchases through optional cash
payments, the cash dividends on the shares credited to your Plan account that
remain in the Plan will continue to be reinvested. If you cease to be a record
owner of any shares of Common Stock (other than by depositing shares into the
Plan as provided in Question 31), the Agent, in its discretion, may request your
instructions on the disposition of stock in your Plan account. If the Agent does
not receive such instructions from you within 30 days, the Agent, in its
discretion, may terminate your Plan account.

25. If the Company has a rights offering, how will rights on the
Plan shares be handled?

No preemptive rights attach to the Common Stock of the Company. If the
Company, nevertheless, makes available to holders of Common Stock rights or
warrants to purchase additional shares of Common Stock or other securities, such
rights or warrants will be made available to participants based on the number of
shares (including any fractional interests to the extent practicable) held in
their Plan account on the record date established for determining the holders of
Common Stock entitled to such rights or warrants.

26. What happens if the Company issues a stock dividend or declares
a stock split?

Any stock dividends or split shares in the form of Common Stock
distributed by the Company on shares of Common Stock held for your Plan account
will be credited to your account in the Plan. Any other non-cash dividend
distributed by the Company on shares of Common Stock held for your Plan account
will be distributed to you.

A stock dividend or split shares distribution in the form of Common
Stock will increase automatically by that amount the number of shares held in
your name on which cash dividends are reinvesting.
<PAGE>
27. How will a participant's shares be voted at meetings of shareholders?

No shares held under the Plan will be voted by the Agent.

You will receive a proxy indicating the total number of whole and
fractional shares of your Common Stock, including shares of Common Stock
registered in your name and shares of Common Stock credited to your Plan
account.

If your proxy is returned properly signed and marked for voting, all
the shares covered by the proxy, including those registered in your name and
whole and fractional shares held for you under the Plan, will be voted as
marked.

If your proxy is returned properly signed but without indicating
instructions on the manner in which shares are to be voted with respect to any
item thereon, all of your shares, including those registered in your name and
those held for you under the Plan, will be voted in accordance with the
recommendations of the management and Board of Directors of the Company.

If your proxy is not returned, or if it is returned unexecuted or
improperly executed, your shares will be voted only if you vote in person.

28. What is the responsibility of the Company and the Agent for the Plan?

The Agent has no responsibility with respect to the preparation and
the contents of this Prospectus. Neither the Company nor the Agent or its
nominee(s), in administering the Plan, will be liable for any act done in good
faith, or for any good faith omission to act, including, without limitation, any
claims of liability arising out of (i) failure to terminate a participant's
account upon the participant's death prior to the receipt of notice in writing
of the death, (ii) the prices and times at which shares of Common Stock are
purchased or sold for the participant's account or the terms on which such
purchases or sales are made, (iii) fluctuations in the market value of the
Common Stock, or (iv) failure to make purchases or sales at such times and under
such circumstances that such transactions are restricted by law or regulation
(See Question 32).

Neither the Company nor the Agent can assure any participant of a
profit or protect any participant against a loss from the shares purchased or
sold through the Plan. Shares of Common Stock purchased under the Plan are not
deposit accounts of The Lamar Bank and are not insured by the Federal Deposit
Insurance Corporation or any other governmental organization. An investment in
the Common Stock is, as are all equity investments, subject to significant
market fluctuations. The Company can neither control purchases by the Agent
under the Plan nor guarantee that dividends on the Common Stock will not be
reduced or eliminated.

The payment of dividends is at the discretion of the Company's Board
of Directors and will depend upon future earnings, the financial condition of
the Company and other factors. The Board may change the amount and timing of
dividends at any time without notice.

The plan is neither subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended, nor qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended.

29. Who regulates and interprets the Plan?

The Company and the Agent reserve the right to interpret and regulate
the Plan as they deem necessary or desirable. Any such interpretation or
regulation will be final. The Plan, related Plan documentation, and Plan
accounts will be governed by and construed in accordance with the laws of the
State of Mississippi.

30. May the Plan be changed or discontinued?

While the Company hopes to continue a dividend reinvestment plan
indefinitely, the Company and the Agent reserve the right to terminate or
suspend the Plan at any time by written notice to the participants. The terms
and conditions of the Plan may also be amended by the Agent, with the
concurrence of the Company, at any time by mailing an appropriate notice to
participants at least 30 days prior to the effective date of such amendment. The
Company may amend the Plan by mailing an appropriate notice to participants at
least 30 days prior to the effective date of such amendment. Notwithstanding the
foregoing, such amendments to the Plan as may be required from time to time due
to changes in or new rules and regulations under federal or state securities
laws may be made by the Agent prior to notice to each participant.

<PAGE>

31. Can a participant send his or her Common Stock certificates to
be credited to his or her Plan account?

A participant can transfer any shares of Common Stock held of record
to the Agent to be held for his or her Plan account. A participant desiring to
transfer any shares into the Plan should mail them by certified or registered
mail to the Agent with a note requesting that they be so credited. This
additional service protects against the loss, theft, or destruction of a
participant's stock certificates.

32. When may purchases or sales of stock be temporarily curtailed?

Temporary curtailment or suspension of purchases or sales of Common
Stock may be made at any time when such purchases or sales would in the Agent's
judgment contravene, or be restricted by applicable regulations, interpretations
or orders of the Securities and Exchange Commission, any other governmental
commission, agency or instrumentality, any court, securities exchange or the
National Association of Securities Dealers, Inc. The Agent will not be
accountable, or otherwise liable, for failure to make purchases or sales at such
times and under such circumstances.

USE OF PROCEEDS

Because the shares purchased pursuant to the Plan will be purchased on
the Open Market, the Company will not receive any proceeds from any purchase of
stock.

INDEMNIFICATION

Directors, officers, employees, and agents of the Company and its
subsidiaries are entitled to indemnification as expressly permitted by the
provisions of the Mississippi Business Corporation Act, the Company's articles
of incorporation and bylaws, and the Company's liability insurance. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers, or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in that Act and is therefore unenforceable.

LEGAL OPINION

The validity of the shares of the Company Common Stock offered hereby will
be passed upon for the Company by Watkins Ludlam Winter & Stennis, P.A. of
Jackson, Mississippi.

EXPERTS

The consolidated financial statements of the Company appearing
in the Company's Annual Report (Form 10-K) for the year ended December 31, 1998,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given, on the authority of such firm as experts in
accounting and auditing.

AVAILABLE INFORMATION

The Company is subject to the reporting requirements of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the SEC.
Copies of such reports, proxy statements and other information can be obtained,
at prescribed rates, from the SEC by addressing written requests for such copies
to the Public Reference Room of the SEC, 450 Fifth Street, N.W., Washington,
D.C. 20549. Information about operation of the Public Reference Room may be
obtained by calling the SEC at 1-800-SEC-0330. In addition, such reports, proxy
statements and other information can be inspected at the public reference
facilities referred to above and at the regional offices of the SEC at 7 World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 300 West
Madison Street, Suite 1400, Chicago, Illinois 60661. The SEC also maintains a
Web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically, including the
Company, with the Commission at http://www.sec.gov.
<PAGE>

This Prospectus constitutes part of the Registration Statement on Form
S-3 of the Company (including any exhibits and amendments thereto, the
"Registration Statement") filed with the SEC under the Securities Act of 1933 as
amended (the "Securities Act"), relating to the shares of the Company common
stock offered hereby. This Prospectus does not include all of the information
and undertakings in the Registration Statement and exhibits thereto. For further
information about the Company and the shares of common stock offered hereby,
reference is made to the Registration Statement and exhibits thereto. Statements
contained in this Prospectus as to the contents of any contract or other
document referred to are not necessarily complete, and in each instance
reference is made to a copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. The Registration Statement may be inspected and
copied, at prescribed rates, at the SEC's public reference facilities at the
addresses set forth above.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents previously filed with the SEC by the Company
pursuant to the Exchange Act are hereby incorporated by reference:

1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31,
June 30 and September 30, 1999;
3. The Company's Form S-1 filed August 13, 1998, as amended on Form
S-1/A filed on October 1, 1998, October 19, 1998, and December
7, 1998, containing a description of the Company's Common Stock;
and
4. All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act, since the date of this Prospectus.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus, shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed to constitute a part of this Prospectus, except as so modified or
superseded.

The Company will provide, without charge to each person, including any
beneficial owner to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents which have
been incorporated herein by reference but not delivered herewith (other than the
exhibits to such documents). Such request, in writing or by telephone, should be
directed to Lamar Capital Corporation, 401 Shelby Speights Drive, Purvis,
Mississippi 39475 (telephone 601-794-6047).

<PAGE>

Appendix A

LAMAR CAPITAL CORPORATION
DIVIDEND REINVESTMENT PLAN
January 27, 2000

The purpose of this Dividend Reinvestment Plan (the "Plan") of Lamar
Capital Corporation (the "Company") is to provide the holders of record of the
common stock ("Common Stock") of the Company with a simple and convenient method
of investing cash dividends and optional cash payments in shares of the Common
Stock of the Company. The Plan is set forth in the following terms and
conditions:

1. Holders of record of Common Stock of the Company are
eligible to enroll in the Plan. Beneficial owners of Common
Stock whose shares are held for them in registered names
other than their own, such as in the names of brokers, bank
nominees or trustees, should, if they wish to participate in
the Plan, either arrange for the holder of record to join
the Plan or have the shares they wish to enroll in the Plan
transferred to their own names.

2. A holder of record of Common Stock may elect to become
a participant in the Plan ("Participant") by returning to
SunTrust Bank, Atlanta, a properly completed Authorization
Card in the form enclosed herewith. The completed
Authorization Card appoints the Agent as agent for the
Participant and:
a. Authorizes the Company to pay to the Agent for the
Participant's account all cash dividends payable on
the Common Stock which the Participant has enrolled
in the Plan;
b. Authorizes the Agent as agent to retain for credit
to the Participant's account any cash dividends
and any shares of Common Stock distributed as
a non-cash dividend or otherwise on the shares of
Common Stock purchased pursuant to the Plan ("Plan
Shares") and credited to the Participant's
account and to distribute to the Participant any
other non-cash dividend paid on such Plan Shares;
and
c. Authorizes the Agent as agent to apply such cash
dividends and/or any optional cash payments made
by the Participant pursuant to Paragraph 5 of
the Plan to the purchase of shares of Common Stock
in accordance with the terms and conditions of
the Plan.

3. After receipt of the properly completed Authorization
Card, the Agent will open an account under the Plan as
agent for the Participant and will credit to such account:
a. all cash dividends received by the Agent from the
Company on shares of Common Stock registered in
the Participant's name and enrolled in the Plan
by the Participant, commencing with the first
such dividends paid after receipt of the
Authorization Card by the Agent, provided that the
Authorization Card is received at least 5 business
days prior to the record date of the dividend;
b. all optional cash payments received from the
Participant pursuant to Paragraph 5 of the Plan;
c. all whole or fractional Plan Shares purchased for
the Participant's account after making appropriate
deduction for the purchase price of such shares;
d. all cash dividends received by the Agent on any whole
or fractional Plan Shares credited to the
Participant's account;
e. any shares of Common Stock distributed by the
Company as a dividend or otherwise on Plan Shares
credited to the Participant's account; and
f. any shares of Common Stock transferred by the
Participant pursuant to Paragraph 11 of the Plan.

4. Cash dividends credited to a Participant's account will be
commingled with the cash dividends credited to all accounts
under the Plan and will be applied to the purchase of shares
of Common Stock of the Company. The price at which the Agent
shall be deemed to have acquired shares for the
Participant's account shall be the average price of all
shares purchased by the Agent for all Participants with the
proceeds of a single cash dividend in the open market. A
Participant's account will be credited with fractional
shares computed to four (4) decimal places. The Agent will
make every reasonable effort to reinvest all dividends
promptly after receipt and in no event later than 30 days
after such receipt except where, in the opinion of the
Agent's counsel, such investments are restricted by any
applicable state or federal securities law. All dividends
will be held pending investment in a non-interest bearing
account maintained by the Agent.

5. The Participant may at any time deposit with the
Agent for credit to his account optional cash payments in
amounts not less than $20 and not to exceed $5,000 per
quarter. Each optional cash payment must be accompanied by
the Stock Purchase Form furnished by the Agent. The Agent
will commingle the funds credited to a Participant's account
with optional cash payments credited to all accounts under
the Plan and will apply such funds to the purchase of shares
of Common Stock. Optional cash payments, along with cash
dividends, will be invested on approximately the 15th day of
each month. Optional cash payments received later than 5
days prior to the regular monthly investment date will be
invested at the next monthly investment date.

Pending investment, all optional cash payments will be held
in a non-interest bearing account maintained by the Agent.
Any description on the Plan distributed to Participants will
advise that Participants may therefore wish to delay
transmittal of optional cash payments until shortly before
the regular monthly investment date.

A Participant may obtain a refund of his uninvested optional
cash payment upon written request to the Agent received not
less than 2 business days prior to the time when such
optional cash payment would otherwise be applied to the
purchase of Plan Shares.

6. Brokerage commissions incurred on the purchase of shares
with cash dividends and optional cash payments shall be paid
from the funds available for purchase and allocated pro rata
according to the number of shares purchased. Administrative
costs of the Plan will be paid by the Company.

7. Temporary curtailment or suspension of purchases or sales
of Common Stock may be made at any time when such purchases
or sales would in the Agent's judgment contravene, or be
restricted by applicable regulations, interpretations or
orders of the Securities and Exchange Commission, any other
governmental commission, agency or instrumentality, any
court, securities exchange or the National Association of
Securities Dealers, Inc. The Agent will not be accountable,
or otherwise liable, for failure to make purchases or sales
at such times and under such circumstances. If for any
reason the Agent is precluded from acquiring shares of the
Company's Common Stock for 30 consecutive days, the Agent
shall remit all cash in the Participant's account to the
Participant promptly after such 30th day.

8. The Agent will mail to each Participant as soon as
practicable after each purchase a statement confirming each
purchase of Common Stock made for his account.

9. The Agent may hold the Plan Shares of all Participants
together in its name or in the name of its nominee. No
certificates will be delivered to a Participant for Plan
Shares except upon written request or upon termination of
the account. A Participant may request certificates for any
whole shares credited to his account at any time. No
certificates will be delivered for fractional shares.
Accounts under the Plan will be maintained in the name in
which the Participant's certificates are registered when the
Participant enrolls in the Plan, and certificates for whole
shares will be similarly registered when issued to the
Participant. Certificates will be registered and issued in
names other than the account name, subject to compliance
with any applicable laws and payment by the Participant of
any applicable fees and taxes, provided that the Participant
makes a written request therefor in accordance with the
usual requirements of the Company for the registration of a
transfer of the Common Stock of the Company.
<PAGE>

10. It is understood that the automatic reinvestment of
dividends does not relieve the Participant of any income tax
which may be payable on such dividends. The Agent will
comply with all applicable Internal Revenue Service
requirements concerning the filing of information returns
for dividends credited to each account under the Plan, and
such information will be provided to the Participant by a
duplicate of that form or in a final statement of account
for each calendar year. With respect to Participants whose
dividends are subject to Federal income tax withholding, the
Agent will comply with all applicable Internal Revenue
Service requirements concerning the amount of tax to be
withheld, which will be deducted from the dividends prior to
investment.

11. The Agent will forward, as soon as practicable, any
proxy solicitation materials to the Participant. The Agent
will vote any whole and/or fractional Plan Shares that it
holds for the Participant's account in accordance with the
Participant's directions. If a Participant does not return a
properly completed and signed proxy the Agent will not vote
such shares.

12. A Participant may transfer any issued shares of Common Stock
held of record in the Participant's name to the Agent or its
nominee, and such shares will be held by the Agent for the
Participant's account as Plan Shares subject to the terms
and conditions of this Plan.

13. A Participant may terminate his account at any time by
giving a written notice of termination to the Agent. Any
such notice of termination received by the Agent less than 5
business days prior to a dividend record date will not
become effective until dividends paid on the dividend
payment date have been invested. The Agent may terminate a
Participant's account by mailing a 30-day written notice of
termination to the Participant at his last address of record
with the Agent. Upon termination, the Participant may elect
in writing to receive certificates representing the whole
Plan Shares credited to his account and cash in lieu of
fractional shares or he may elect in writing to receive cash
for all the whole and fractional Plan Shares credited to his
account. If no written election is made at the time the
Agent receives the written notice of termination from the
Participant or prior to expiration of the 30-day notice
period when the Agent terminates a Participant's account,
certificates will be issued for all whole Plan Shares and
the Participant will receive cash for any fractional shares.

If a Participant elects to receive cash for the Plan
Shares credited to his account, the Agent, as the
Participant's agent, will, as soon as practicable after
receipt of a written request, sell such Plan Shares and
deliver to him the proceeds of such sale, less any brokerage
commissions and any other costs of sale. Any whole shares
and fractional interests in shares may be aggregated and
sold with those of other terminating Participants. The
proceeds of each Participant, in such case, will be the
average sales price of all shares so aggregated and sold,
less his pro rata shares of any brokerage commissions and
other costs of sale.

In all terminations, fractional interests held
in the Participant's account and not otherwise aggregated
and sold will be paid for in cash at a price deemed to be
the closing sale price per share of the Company's Common
Stock as reported by the principal stock exchange or other
appropriate market as determined by the Agent, on which the
stock is traded on the date of receipt by the Agent of the
notice of termination or, if the stock is not traded on the
date of such receipt, such closing sale price on the next
prior date that it was so traded.
<PAGE>

14. If at any time a Participant ceases to be a record holder
of Common Stock other than by transfer of shares to the
Agent to be held for his account pursuant to Paragraph 11,
the Agent, in its discretion, may mail a written notice to
such Participant requesting instructions as to the
disposition of stock in the Participant's account under the
Plan. If within 30 days of mailing such notice the Agent
does not receive instructions from the Participant, the
Agent may, in its discretion, terminate the Participant's
account.

15. The Participant shall notify the Agent promptly in writing
of any change of address. Notices or statements from the
Agent to the Participant may be given or made by letter
addressed to the Participant at his last address of record
with the Agent and any such notice or statement shall be
deemed given or made when received by the Participant or 5
days after mailing, whichever occurs earlier.

16. The Participant shall not sell, pledge, hypothecate, assign,
or transfer any Plan Shares held for his account by the
Agent, nor shall the Participant have any right to draw
checks or drafts against his account. The Agent has no
obligation to follow any instructions of the Participant
with respect to the Plan Shares or any cash held in his
account except as expressly provided under the terms and
conditions of the Plan.

17. The Company will either pay directly or reimburse the Agent
for the costs of administering the Plan, including but not
limited to, the costs of purchasing fractional shares, the
costs of printing and distributing Plan literature to record
holders of Common Stock, forwarding proxy solicitation
materials to Participants, and mailing confirmations of
account transactions, account statements, and other notices
to Participants and reasonable clerical expenses associated
therewith.

18. Neither the Agent nor its nominee(s) shall be liable
hereunder for any act or omission to act by the Company, and
neither the Company nor the Agent or its nominee(s) shall be
liable hereunder for any action taken in good faith or for
any good faith omission to act, including, without
limitation, any claims of liability (a) arising out of
failure to terminate the Participant's account upon the
Participant's death prior to receipt of written notice of
such death accompanied by documentation satisfactory to the
Agent; or (b) with respect to the prices at which Plan
Shares are either purchased or sold for the Participant's
account or the timing of, or terms on which, such purchases
or sales are made; or (c) for the market value or
fluctuations in market value after purchase of Plan Shares
credited to the Participant's account. The Company further
agrees to indemnify and hold harmless the Agent and its
nominee(s) from all taxes, charges, expenses, assessments,
claims, and liabilities, and any costs incident thereto,
arising under federal or state law from the Agent's or the
Company's acts or omissions to act in connection with this
Plan; provided that neither the Agent nor its nominee(s)
shall be indemnified against any liability or costs incident
thereto arising out of the Agent's or its nominee's own
willful misfeasance, bad faith, gross negligence, or
reckless disregard of its duties under this Plan.
<PAGE>

19. It is understood that all purchases of Common Stock pursuant
to the Plan will be made by the Agent as the independent
agent of the Participant and that neither the Company nor
any of its affiliates shall have any authority or power to
direct the time and price at which securities may be
purchased pursuant to the Plan, the amount of securities to
be purchased, or to direct the selection of any broker or
dealer through whom purchases are to be made.

20. The Agent or the Company may terminate or suspend the Plan
at any time by written notice to the Participants. The terms
and conditions of this Plan may be amended by the Agent,
with the concurrence of the Company, at any time by mailing
of an appropriate notice at least 30 days prior to the
effective date thereof to the Participant at his last
address of record with the Agent. No waiver or modification
of the terms or conditions of the Plan shall be deemed to be
made by the Agent unless in writing signed by an authorized
representative of the Agent, and any waiver or modification
shall apply only to the specific instance involved. The
Company has the authority to amend this Plan by mailing an
appropriate notice at least 30 days prior to the effective
date of such amendment to the Participant at his last
address of record with the Agent. It is understood, however,
that such amendments as may be required from time to time
due to changes in or new rules and regulations under the
federal or state securities laws may be made by the Agent
prior to notice to each Participant.

21. The Company and the Agent have the authority to interpret
and regulate the Plan as may be necessary or desirable in
connection with the operation of the Plan. Any such
interpretation or regulation will be final. This Plan, the
Authorization Card incorporated herein and made by this
reference a part of this Plan, and the accounts of
Participants maintained by the Agent under this Plan shall
be governed by and construed in accordance with the laws of
the State of Mississippi.

<PAGE>

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Registration Fee $524.70

Accountants' Fee* 2,500.00

Printing Fees* 2,000.00

Miscellaneous Expenses* 500.00

Legal Fees* 7,000.00

Total* $12,524.70

*Estimated.

Item 15. Indemnification of Directors and Officers

The Company's Articles of Incorporation provide for indemnification of
officers, directors and employees in connection with a proceeding including
reasonable expenses (attorney's fees) to the fullest extent permitted by the
Mississippi Business Corporation Act in effect from time to time and also
provide for indemnification against liability to the Company, liability for
improperly receiving a personal benefit and/or liability for any other reason,
provided that such person's conduct did not constitute gross negligence or
willful misconduct as determined by a board of directors or committee designated
by the Board, by special legal counsel, by the shareholders or by a court.

The Company's Articles of Incorporation also provide for advances to
persons for reasonable expenses if the person furnishes a written undertaking to
repay the advance if these actions are adjudged to be grossly negligent or
willful misconduct and a determination is made that the facts known would not
preclude indemnification.

The Company may provide liability insurance for each director and
officer for certain losses arising from claims or changes made against them
while acting in their capabilities as directors or officers of Company, whether
or not Company would have the power to indemnify such person against such
liability, as permitted by law.

Item 16. Exhibits

(a) Exhibits

The following exhibits are furnished (or incorporated by reference) as
a part of this Registration Statement:

Exhibit Number Description

4.1 Provisions of Articles of Incorporation of
Registrant defining rights of Security holders (*)

4.2 Shareholder Rights Plan (*)

4.3 Specimen Stock Certificate (*)

4.4 Dividend Reinvestment Plan (contained in Appendix A
hereto)

5 Opinion of Watkins Ludlam Winter & Stennis, P.A.
regarding legality of common stock registered hereby.

23.1 Consent of Ernst & Young LLP independent public
accountants.
<PAGE>

23.2 Consent of Watkins Ludlam Winter & Stennis, P.A. is
contained in their opinion filed as Exhibit 5 to
this Registration Statement.

24 Power of attorney included as part of signature page.

99 Dividend Reinvestment Plan Authorization Card

(*) These documents were filed on Form S-1 (File No. 333-61355) filed with the
Commission on August 8, 1998, and are hereby specifically incorporated by
reference herein.

Item 17. Undertakings

Undertakings related to Rule 415 Offering:

The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof)which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed
that which was registered) and any deviation from the
low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii)To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;

Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the registration statement
is on Form S-3, and the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.

(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.

Undertakings related to filings incorporating subsequent Exchange Act documents
by reference.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Purvis, State of Mississippi on this the 10th day
of February, 2000.

LAMAR CAPITAL CORPORATION
Registrant

BY: /s/Robert W. Roseberry
-------------------------------------
ROBERT W. ROSEBERRY
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)

BY: /s/Donna T. Rutland
-------------------------------------
DONNA T. RUTLAND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER)

KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below constitutes and appoints Kenneth M. Lott (with full power
to act alone), his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution for him or her and on his or her behalf
and in his or her name, place and stead, in any and all capacities, to sign,
execute and affix his or her name and signature to and file any and all
documents relating to the registration under the Securities Act of 1933 of
shares of the Company Common Stock for issuance pursuant to the Dividend
Reinvestment, and do hereby grant to said attorney, full power and authority to
do and perform each and every act and thing necessary to be done in and about
the premises in order to effectuate such registration as fully to all intents
and purposes as he or she might do personally, and do hereby ratify and confirm
all that said attorney, may lawfully do or cause to be done by virtue hereof.
The documents referred to include a Registration Statement under the Securities
Act of 1933 on Form S-3, and any amendments (including post effective
amendments) thereto, and all documents deemed necessary or desirable by said
attorney-in-fact to be filed with departments or agencies of the several states
regulating the qualification or registration of securities under Blue Sky laws
of said states, together with any and all documents and all exhibits
relating to the registration statement, amendments, or exhibits required to be
filed with any administrative or regulatory agency or authority.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURES CAPACITIES DATE

By: /s/Monty C. Roseberry Director February 10, 2000
--------------------------

By: /s/O. B. Black, Jr. Director February 10, 2000
--------------------------

By: /s/W.H. Jordan Director February 10, 2000
--------------------------

By: /s/James R. Plyant Director February 10, 2000
--------------------------

By: /s/Kenneth M. Lott Director February 10, 2000
--------------------------

By: /s/Jane P. Roberts Director February 10, 2000
--------------------------

By: /s/Robert W. Roseberry Director (Principal February 10, 2000
-------------------------- Executive Officer)

By: /s/Donna T. Rutland Chief Financial Officer February 10, 2000
-------------------------- (Principal Accounting
and Financial Officer)

<PAGE>

INDEX TO EXHIBITS

Exhibit Number Description

4.1 Provisions of Articles of Incorporation of Registrant defining
rights of Security holders (*)

4.2 Shareholder Rights Plan (*)

4.3 Specimen Stock Certificate (*)

4.4 Dividend Reinvestment Plan (contained in Appendix A hereto)

5 Opinion of Watkins Ludlam Winter & Stennis, P.A. regarding
legality of common stock registered hereby.

23.1 Consent of Ernst & Young LLP independent public accountants.

23.2 Consent of Watkins Ludlam Winter & Stennis, P.A. is contained
in their opinion filed as Exhibit 5 to this Registration
Statement.

24 Power of attorney included as part of signature page.

99 Dividend Reinvestment Plan Authorization Card

(*) These documents were filed on Form S-1 (File No. 333-61355) filed with the
Commission on August 8, 1998, and are hereby specifically incorporated by
reference herein.

EXHIBIT 4.4
Appendix A

LAMAR CAPITAL CORPORATION
DIVIDEND REINVESTMENT PLAN
February 10, 2000

2. A holder of record of Common Stock may elect to become
a participant in the Plan ("Participant") by returning to
SunTrust Bank, Atlanta, a properly completed Authorization
Card in the form attached herewith. The completed
Authorization Card appoints the Agent as agent for the
Participant and:
a. Authorizes the Company to pay to the Agent for the
Participant's account all cash dividends payable on
the Common Stock which the Participant has enrolled
in the Plan;
b. Authorizes the Agent as agent to retain for credit
to the Participant's account any cash dividends
and any shares of Common Stock distributed as
a non-cash dividend or otherwise on the shares of
Common Stock purchased pursuant to the Plan ("Plan
Shares") and credited to the Participant's
account and to distribute to the Participant any
other non-cash dividend paid on such Plan Shares;
and
c. Authorizes the Agent as agent to apply such cash
dividends and/or any optional cash payments made
by the Participant pursuant to Paragraph 5 of
the Plan to the purchase of shares of Common Stock
in accordance with the terms and conditions of
the Plan.

Participant's account shall be the average price of all
shares purchased by the Agent for all Participants with the
proceeds of a single cash dividend in the open market. A
Participant's account will be credited with fractional
shares computed to four (4) decimal places. The Agent will
make every reasonable effort to reinvest all dividends
promptly after receipt and in no event later than 30 days
after such receipt except where, in the opinion of the
Agent's counsel, such investments are restricted by any
applicable state or federal securities law. All dividends
will be held pending investment in a non-interest bearing
account maintained by the Agent.

8. The Agent will mail to each Participant as soon as
practicable after each purchase a statement confirming each
purchase of Common Stock made for his account.

EXHIBIT 5

[Watkins Ludlam Winter & Stennis, P.A. Letterhead]

February 10, 2000

Board of Directors
Lamar Capital Corporation
401 Shelby Speights Drive
Purvis, MS 39475

Gentlemen:

With reference to the registration statement which Lamar Capital
Corporation (the "Company") proposes to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), registering 200,000 common shares (par value $.50 per share)
of the Company (the "Shares") which may be issued and sold under the Company's
Dividend Reinvestment Plan (the "Plan"), we are of the opinion that:

(1) The Company is a corporation duly organized and validly existing
under the laws of the State of Mississippi.

(2) All proper corporate proceedings have been taken so that the
Shares have been duly authorized and, upon issuance, in the case of authorized
and unissued shares, and payment therefor in accordance with the Plan and the
resolutions of the Board of Directors of the Company relating to the adoption of
the Plan and the offering and sale of common shares thereunder, will be legally
issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Opinion" in the Proxy Statement comprising Part I of the Registration Statement.

Sincerely,

WATKINS LUDLAM WINTER & STENNIS, P.A.

EXHIBIT 23.1

Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in this
Registration Statement (Form S-3) and related Prospectus of Lamar Capital
Corporation for the registration of 200,000 shares of its common stock and to
the incorporation by reference therein of our report dated January 22, 1999,
with respect to the consolidated finncial statements of Lmar Capital
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission

Ernst & Young LLP
Jackson, Mississippi
February 9, 2000

EXHIBIT 99

Authorization Card

LAMAR CAPITAL CORPORATION
DIVIDEND REINVESTMENT PLAN AUTHORIZATION CARD
THIS IS NOT A PROXY

Please enroll me in the Dividend Reinvestment Plan of Lamar Capital Corporation
as indicated on this Authorization Card.

(Do not return this form unless you wish to participate in the Plan. See the
reverse side hereof.)

Please sign exactly as name appears above. If shares are held jointly, each
stockholder must sign. Executors, Administrators, Trustees, Guardians and others
signing in a representative capacity must give full titles.

Check One Blank Only. If you choose Partial Dividend Reinvestment, insert the
number of shares on which you desire dividends to be reinvested - Please see the
Prospectus for a more complete explanation of Plan options.

_____ A. Full Dividend Reinvestment - I wish to reinvest all dividends
on all shares of Common Stock now or hereafter registered
in my name in additional shares of such stock.

_____ B. Partial Dividend Reinvestment - I wish to reinvest dividends
on _______ shares of Common Stock and receive cash dividends on
all other shares registered in my name.

- -----------------------------------
Signature

- -----------------------------------
Tax I.D. (S.S. #) Date

[Reverse Side of Card]

AUTHORIZATION FOR AUTOMATIC REINVESTMENT OF DIVIDENDS

I (we) hereby elect to participate in the automatic Dividend
Reinvestment Plan ("Plan") in accordance with the provisions of the Plan set
forth in the related Prospectus. I (we) hereby authorize Lamar Capital
Corporation to pay to SunTrust Bank, Atlanta ("Bank") the cash dividends
hereafter payable to me (us) on the shares of Common Stock of Lamar Capital
Corporation registered in my (our) name or acquired under the Plan as specified
on the reverse side hereof. Such cash dividends, and voluntary cash investments

This authorization is given with the understanding that the purchase
will be made in accordance with the terms and conditions of the Plan, as
described in the Prospectus, and that my (our) participation in the Plan may be
terminated at any time by my (our) written notification to the Agent.