FIRST ALLEN PARISH BANCORP INC
10QSB, 1998-08-12
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE> 1
              SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                                       

                        FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE     
     SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended June 30, 1998

                            OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE    
     SECURITIES EXCHANGE AT OF 1934

     For the transition period from____________ to____________    
           

                 Commission File Number 0-21165 

                 FIRST ALLEN PARISH BANCORP, INC.                 
                 --------------------------------
      (Exact name of Registrant as specified in its Charter)

          Delaware                             72-1331593         
      -------------------------------      ----------------------
      (State or other jurisdiction of       (I.R.S. Employer
      incorporation or organization)       Identification Number)


      222 South Tenth Street - Oakdale, Louisiana         71463   
      -------------------------------------------       -------   
      (Address of principal executive offices)         (zip code)

Registrant's telephone number, including area code: (318)335-2031
                                                    -------------
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 of 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

     YES (X)          NO ( )

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

Class                                Outstanding at June 30, 1998
- ---------------------------          ---------------------------- 
Common Stock, .01 par value                               264,506


<PAGE> 2
     FIRST ALLEN PARISH BANCORP, INC.                      

     TABLE OF CONTENTS
<TABLE>
<CAPTION>

     Page
<S>  <C> 
Part I - FINANCIAL INFORMATION

  Item 1:  Financial Statements                
     
            Consolidated statements of financial condition  3     
  
            Consolidated statements of income               4-5  

            Consolidated statements of cash flows           6-9 

            Notes to consolidated financial statements      10-12
             
  Item 2:  Management's Discussion and Analysis of
             Financial Condition and Results of Operations  13-18

Part II - OTHER INFORMATION                                 19

             Signatures                                     20
</TABLE>

























<PAGE> 3
         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
          Consolidated Statements of Financial Condition
          June 30, 1998 and December 31, 1997
<TABLE>
<CAPTION>
                             June 30, 1998                   
                             (Unaudited)     December 31, 1997
                             -------------   -----------------
<S>                          <C>             <C>            
                         ASSETS
Cash and cash equivalents
  Interest-bearing             $ 1,777,860     $ 1,297,774
  Non-interest bearing             130,935         586,468
Mortgage-backed and related  
  securities-held-to-maturity   11,891,872      11,668,946
Mortgage-backed and related 
  securities-available-for-sale, 
  estimated market value         5,330,359       5,478,291
Loans receivable, net           13,924,373      13,645,908
Accrued interest receivable        245,924         229,363
Other receivables                  103,570          62,895
Federal Home Loan Bank stock,      259,300         259,300
  at cost 
Premises and equipment, at cost, 
 less accumulated  depreciation    362,131         262,447
Other assets                       101,948          27,795
                                 ---------      ----------
    Total assets               $34,128,272     $33,519,187 
                                ===========    ===========
     LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
  Deposits                     $29,056,329     $28,656,542
  Advances by borrowers for taxes
   and insurance                    29,471          23,212
  Federal income taxes: 
   Current                          79,510          54,956
   Deferred                        139,053         135,398
  Accrued liabilities               37,851          27,620
  Dividends Payable                 39,676          39,676
  Deferred income                   46,292          47,065
                                ----------      ----------
       Total liabilities        29,428,182      28,984,469

STOCKHOLDERS' EQUITY     
  Serial preferred stock (.01 par value,
   100,000 shares authorized, none
   issued or outstanding)        
  Common stock (.01 par value, 900,000
   shares authorized, 264,506 shares 
   issued and outstanding)           2,666           2,645
  Additional paid-in capital     2,380,038       2,314,066
  Retained earnings (substantially
   restricted)                   2,469,075       2,405,441
  Unrealized gain(loss) on securities
   available-for-sale               22,881          (2,284) 
  Unearned employee stock         (174,570)       (185,150)       
   ownership plan  
                               -----------      -----------
     Total stockholders' equity  4,700,090        4,534,718
                               -----------      -----------   
      Total liabilities and 
        stockholder' equity    $34,128,272      $33,519,187
                               ===========      ===========
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<PAGE> 4
          FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
                 Consolidated Statements of Income
          For the three months ended June 30, 1998 and 1997
                              (Unaudited)
<TABLE>
<CAPTION>      
                                   1998           1997    
                               ------------     ------------
<S>                            <C>              <C>         
INTEREST INCOME
  Loans receivable:
    First mortgage loans            $228,154        $207,230
    Consumer and other loans          83,392          74,218
  Mortgage-backed and related        277,351         265,793
    securities  
  Other interest earning assets       22,472          25,651
                                    --------        --------
      Total interest income          611,369         572,892      
                                    --------        --------    

INTEREST EXPENSE
  Deposits                           309,287         302,849
  Borrowed funds                       4,079           4,197
                                    --------        --------     
Total interest expense         313,366         307,046
                                    --------        --------    
      Net interest income            298,003         265,846
                                             
PROVISION (RECOVERY) LOAN LOSSES                       2,644
                                    --------        --------     
      Net interest income after
           provision (recovery) 
              from loan losses       298,003         268,490
                                    --------        --------
NONINTEREST INCOME
  Service charges on deposits         61,884          45,355
  Insurance commissions earned         2,317             254
  Loan origination and servicing fees  6,901           9,047
  Net other real estate expenses                        (151)
  Gain on foreclosed real estate                          98
  Other operating revenues             3,959           8,520
                                    --------        -------- 
      Total noninterest income        75,061          63,123
                                    --------        --------      
   
NONINTEREST EXPENSES
  Compensation and employee benefits 163,962         103,320
  Occupancy and equipment expenses    17,134          18,762
  SAIF deposit insurance premiums      4,397           4,209
  Stationery and printing             21,927          14,142
  Data processing                     26,118          14,148
  Other expenses                      58,720          49,634
                                    --------         -------     
      Total noninterest expenses     292,253         204,215
                                    --------        --------      
                                
Income before income taxes            80,811         127,398
INCOME TAX EXPENSE                    46,771          42,187
                                    --------        --------
      NET INCOME                     $34,040        $ 85,211
                                    ========        ========
Net earnings per common share:
  Primary and fully diluted          $0.14           $0.35    
Weighted average number of shares   ========        ========
    outstanding  
Primary and fully diluted            245,463         244,404
/TABLE
<PAGE>
<PAGE> 5
          FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
                Consolidated Statements of Income
          For the six months ended June 30, 1998 and 1997
                              (Unaudited)
<TABLE>
<CAPTION>      
                                   1998            1997    
                               ------------     -----------
<S>                            <C>             <C>         
INTEREST INCOME
  Loans receivable:
    First mortgage loans           $462,029        $436,315
    Consumer and other loans        157,819         121,596
  Mortgage-backed and related 
      securities                    538,525         528,012
  Other interest earning assets      42,193          48,001
                                  ---------       ---------
      Total interest income       1,200,566       1,133,924 
                                  ---------       ---------
INTEREST EXPENSE
  Deposits                          616,473         579,983
  Borrowed funds                      6,602          19,733
                                  ---------       ---------
     Total interest expense         623,075         599,716
                                  ---------       ---------
     Net interest income            577,491         534,208
PROVISION (RECOVERY) LOAN LOSSES                      1,424
                                  ---------       ---------       

          Net interest income after 
               provision recovery)
                 from loan losses   577,491         535,632
                                  ---------       ---------
NONINTEREST INCOME
  Service charges on deposits       111,180          94,068
  Insurance commissions earned        3,569           2,969
  Loan origination and servicing
         fees                        16,303          18,062
  Net other real estate expenses       (420)           (363)
  Gain on foreclosed real estate                        201
  Other operating revenues           10,274          12,694
                                  ---------       --------- 
     Total noninterest income       140,906         127,631
                                  ---------       ---------
NONINTEREST EXPENSES
  Compensation and employee 
     benefits                       278,677         202,101
  Occupancy and equipment expenses   35,821          34,319
  SAIF deposit insurance premiums     8,799           8,470
  Stationery and printing            38,441          27,385
  Data processing                    42,989          29,511
  Other expenses                    127,204         114,772
                                  ---------       ---------  
     Total noninterest expenses     531,931         416,558
                                  ---------       ---------
      Income before income taxes    186,466         246,705
INCOME TAX EXPENSE                   83,156          83,887
                                  ---------       --------- 
     NET INCOME                    $103,310       $ 162,818
                                  =========       =========
Net earnings per common share:
  Primary and fully diluted        $0.42          $0.67     
Weighted average number of shares
 outstanding                      =========       =========
  Primary and fully diluted         245,463         244,404
/TABLE
<PAGE>
<PAGE> 6
          FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
               Consolidated Statements of Cash Flows
          For the three months ended June 30, 1998 and 1997
                              (Unaudited)
<TABLE>
<CAPTION>       
                                                                  
                                                           
                                        1998           1997    
                                     -----------    -----------  
<S>                                  <C>            <C>           
 
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                             $ 34,040       $ 85,211

  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Depreciation of premises 
         and equipment                     9,066          8,962
      Provision for loan losses                          (2,644) 
      Gain on sale of foreclosed real estate                (98) 
      Premium amortization net of
         discount accretion               (6,888)       (11,288)
      Deferred income taxes                7,553          1,401
      Stock dividend on FHLB Stock        (3,700)        (3,877)
      Changes in assets and liabilities 
        Increase in accrued
          interest receivable            (24,550)          (572)
        Decrease in other receivable     116,493
        (Increase) decrease in other
          assets                          45,778        (29,161)
             
        Increase (decrease) in accrued 
          liabilities                      1,318        (25,839)
        Increase in current
          income taxes payable            41,172          8,644
        Decrease in deferred 
          income                          (1,591)        (1,400)  
                                         -------        -------
               Total adjustments         184,651        (55,872)

            Net cash provided (used) by
              operating activities       218,691         29,339
                                         -------         ------
CASH FLOWS FROM INVESTING ACTIVITIES
 
  Net decrease (increase) in mortgage-
          backed and related securities   49,850        (80,035)
  Sale of investment securities                           3,677
             
  Net increase in loans made to 
          customers                     (113,674)      (465,433)
  Purchase of property and equipment     (48,542)        (4,821)
                                         -------        -------
          Net cash used by
              investing activities       (12,366)      (546,612)
                                         -------        -------   
                                                    (continued)   
  See accompanying notes to consolidated financial statements.
</TABLE>    <PAGE>
<PAGE> 7
          FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
          Consolidated Statements of Cash Flows (continued)
          For the three months ended June 30, 1998 and 1997
                                   (Unaudited)
<TABLE>
<CAPTION>         
                                       1998        1997  
                                   ------------ ------------
<S>                                <C>          <C>             
CASH FLOWS FROM FINANCING ACTIVITIES
  Net (increase) in demand deposits, NOW
    accounts, passbook savings accounts,
    and certificates of deposits        227,901      916,808
 Net (increase) in advances by
    borrowers for taxes and insurance     2,459       (3,774)   
                                      ---------    ---------
             Net cash provided by
               financing activities     230,360      913,034
                                      ---------    ---------      
                     
    
             Net increase in cash and 
               cash equivalents         436,685       395,761

CASH AND CASH EQUIVALENTS, 
     beginning of period              1,472,110     1,847,270
                                      ---------     ---------     
   
CASH AND CASH EQUIVALENTS, 
     end of period                   $1,908,795    $2,243,031

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


Supplemental Disclosures

  Cash paid for:
     Interest on deposits, advances, 
          and other borrowings        $ 310,498     $ 307,357

    Income taxes                         39,748        40,649     
                                
    Change in unrealized gain (loss)
          on securities available
               for sale                 (10,472)       (8,429)




See accompanying notes to consolidated financial statements.
</TABLE>



<PAGE> 8
          FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
               Consolidated Statements of Cash Flows
          For the six months ended June 30, 1998 and 1997
                              (Unaudited)
<TABLE>
<CAPTION>       
                                                                  
                                                           
                                     1998           1997    
                                 ------------   ------------
<S>                              <C>              <C>             
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                        $ 103,310      $ 162,818

  Adjustments to reconcile net 
     income to net cash provided
        by operating activities:
       Depreciation of premises
        and equipment                  19,159         17,925
      Provision for loan losses                       (1,424)
      Gain on sale of foreclosed 
        real estate                                     (201)
      Premium amortization net of 
        discount accretion              4,568          2,616
      Deferred income taxes             5,599          5,420
      Stock dividend on FHLB Stock     (7,400)        (7,477)
      Changes in assets and liabilities  
        (Increase) decrease in accrued 
          interest receivable         (16,561)           983
        Increase in other receivables (40,675)       
    
        (Increase) decrease in other 
          assets                        6,673         (65,994)
        Decrease in advance payable,
          Federal Home Loan Bank                   (1,200,000) 
        Increase(decrease) in accrued 
          liabilities                  10,321         (26,351)
        Increase  in current
          income taxes payable         24,554          39,424
        Decrease) in deferred
          income                         (773)           (462)
                                    ---------       ---------
               Total adjustments        5,465      (1,235,541)

               Net cash provided 
                 (used) by operating
                     activities       108,775      (1,072,723)
                                    ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Net decrease (increase) in mortgage-
        backed and related securities (74,994)        294,263
  Sale of investment securities         3,700           7,377
  Net increase in loans made to 
        customers                    (300,132)       (943,308)
  Purchase of property and equipment (118,842)        (11,611)
                                    ---------       ---------     
               
            Net cash used by
              investing activities   (490,268)       (653,279)
                                    ---------       ---------
                                                  (continued)     
 See accompanying notes to consolidated financial statements.
</TABLE>    <PAGE>
<PAGE> 9
         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
        Consolidated Statements of Cash Flows (continued)
         For the six months ended June 30, 1998 and 1997
                            (Unaudited)
<TABLE>
<CAPTION>         
                                        1998           1997       
                                     ----------     ----------
<S>                                  <C>            <C>           
 
CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase in demand deposits, NOW
    accounts, passbook savings accounts,
    and certificates of deposits        399,787      2,496,310
 Net increase (decrease) in advances by
    borrowers for taxes and insurance     6,259         (1,582)
                                      ---------      ---------
             Net cash provided by
               financing activities     406,046      2,494,728
                                      ---------      ---------    
                       
    
             Net increase in cash and 
               cash equivalents          24,553        768,726

CASH AND CASH EQUIVALENTS, beginning 
     of period                        1,884,242      1,474,305
                                      ---------      ---------
CASH AND CASH EQUIVALENTS, end 
     of period                       $1,908,795     $2,243,031
                                    ===========     ==========    
       





Supplemental Disclosures

  Cash paid for:
    Interest on deposits, advances, 
       and other borrowings           $ 616,075      $ 599,716

    Income taxes                         78,087         40,649    
                                            
    Change in unrealized gain (loss) 
       on securities available for sale   8,851           (611)




See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE> 10
     FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
     Notes to Consolidated Financial Statements
     (Unaudited)


(1)  First Allen Parish Bancorp, Inc.
     --------------------------------

          First  Allen  Parish  Bancorp, Inc. (the "Corporation")
     was incorporated under the laws of the State of Delaware for
     the purpose of becoming the savings and loan holding company
     of  First  Federal  Savings  and  Loan  Association of Allen
     Parish   (the "Association")    in   connection  with   the  
     Association's conversion  from  a federally chartered mutual
     savings  association to a  federally chartered stock savings
     association,  pursuant to its Plan of Conversion.  On August
     9,  1996,  the  Corporation  commenced  a  Subscription  and
     Community  Offering  of  its shares in connection  with  the
     conversion  of  the  Association  ( the  "Offering" ).   The
     Offering was consummated and the  Corporation  acquired  the
     Association on September 27, 1996.   It should be noted that
     the Corporation had no  assets  prior  to the conversion and
     acquisition on September 27, 1996.

          The accompanying  consolidated financial  statements as
     of and for the three months ended and six months  ended June
     30, 1998,  include  the accounts of the Corporation  and the
     Association.

(2)  Stock Plans
     -----------
   
        Employee Stock Ownership Plan (ESOP)
        ------------------------------------
        
          All employees meeting age and service  requirements are
     eligible  to  participate in an ESOP established  on January
     1, 1996.  Contributions made by the Association to  the ESOP
     are   allocated  to  participants  by  a  formula  based  on
     compensation. Participant benefits become 100 percent vested 
     after five years.  The ESOP purchased 21,160 shares  in  the 
     Association's conversion.

        Stock Option and Incentive Plan
        -------------------------------
          
          On, April 30, 1998, the  Shareholders  of  First  Allen
     Parish  Bancorp,  Inc.   approved  the   Stock   Option  and
     Incentive  Plan.    The  Stock  Option  and   Incentive Plan
     provides for awards of  Stock  Options,  stock  appreciation 
     rights and limited stock  appreciation  rights.   Each award
     shall be on such terms and conditions,  consistent  with the
     Stock  Option  and  Incentive   Plan  and   applicable   OTS
     Regulations,   as  the  committee  administering  the  Stock 
     Option and Incentive Plan may determine. Stock options  were
     approved for the Chief Executive Officer,  6613  units;  one
     person in the executive group, 2645 units;  and five persons
     on the non-executive director group, 13,225  units;  a total
     of 22,483 shares  of  the  Corporation's  common  stock  are 
     reserved  for  issuance  by  the corporation under the Stock
     Option and Incentive Plan.  The Corporation may determine to
     reacquire  shares  in  the  open   market  for  purposes  of
     fulfilling  it's  obligations  under the Stock    Option and
     Incentive Plan, or may alternatively issue additional shares
     for this purpose.











     































     <PAGE> 11
               FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                (Unaudited) 
     
     Recognition and Retention Plan
     ------------------------------

          On  April  30, 1998,  the  Shareholders  of First Allen 
     Parish Bancorp, Inc. approved  the Recognition and Retention
     Plan(RRP).  The RRP provides  for the  awards  of  shares of
     common  stock  to  five  non-employee   directors   and  one 
     employee director that were eligible at December 31, 1997 to
     participate under the terms and conditions  approved by  the 
     RRP  Committee.   The  RRP  Committee  is  comprised  of two
     non-employee directors approved by the Board of Directors of 
     the  Corporation.   Stock  awards  were  approved  for   the
     Corporations Chief Executive Officer,  2,645  shares  and to
     the   Corporation's  five   non-employee   directors,  7,935
     shares.  A total of 10,580  shares  of common  stock will be
     used to fund the RRP  Plan.   These  shares  may  be  either 
     authorized   but   unissued   shares   or   issued    shares 
     heretofore or hereafter reacquired by the Corporation in the
     open market and held as Treasury Shares. 


(3)  Basis of Preparation
     --------------------

          The  accompanying   unaudited   consolidated  financial
     statements were prepared in accordance with instructions for
     Form 10-Q.  To  the  extent  that  information and footnotes
     required  by  generally  accepted  accounting principles for
     complete financial statements  are  contained in the audited
     financial  statements  included  in the  Association's audit
     report  for   the  year  ended  December  31,   1997,   such
     information  and  footnotes have not been duplicated herein. 
     In the opinion of  management, all adjustments,   consisting
     only  of  normal  recurring  accruals,  which  are necessary 
     for  the  fair  presentation   of   the   interim  financial 
     statements  have  been included.  The statements of earnings 
     for the three month and six month period ended June 30, 1998 
     are not necessarily  indicative  of the results which may be 
     expected for the entire year.

(4)  Earnings Per Share
     ------------------

          On   September  27,  1996,  264,506   shares   of   the
     Corporation's  stock  were  issued,  including 21,160 shares
     issued  to  the  ESOP.   In  addition  22,483  shares of the
     Corporations common stock has been reserved  for issuance by
     the Corporation under the Stock Option  and  Incentive Plan,
     and 10,580 shares of common stock were  awarded to the Chief
     Executive  Officer  and  non-employee  directors  under  the
     Recognition and Retention Plan. Earnings per  share  amounts
     for the three month period and six month  period  ended June
     30, 1998 are based upon an  average  of  245,463 shares. The
     shares issued to  the  Employee  Stock Ownership Plan (ESOP)
     are  not  included  in  this  computation  until  they   are
     allocated to plan participants.  Standards under APB-25  and
     FAS-123 were followed to  compute  average  shares  for  the
     stock options and stock awards granted. 














































<PAGE> 12


          FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
      Notes to Consolidated Financial Statements (Continued)
                              (Unaudited)

(5)  Stockholders' Equity and Stock Conversion
     -----------------------------------------

          The Association converted from  a  federally  chartered
     mutual savings association  to  a  federally chartered stock
     savings association pursuant to its Plan of Conversion which
     was approved by the  Association's  members on September 18,
     1996.  The conversion  was  effective  on September 27, 1996
     and  resulted  in  the  issuance of 264,506 shares of common
     stock (par value  $0.01)  at $10 per share for a gross sales
     price of $2,645,060.  Costs related to conversion (primarily
     underwriters'  commissions, printing, and professional fees)
     approximated $272,131 and were deducted to arrive at the net
     proceeds  of  $2,372,929.    The  Corporation established an
     employee stock ownership trust which purchased 21,160 shares
     of common stock of the Corporation  at the issuance price of
     $10 per share with funds borrowed  from the holding company.































<PAGE> 13
     
              FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY
                    Management's Discussion and Analysis
              of Financial Condition and Results of Operations

General
- -------

     First  Allen  Parish  Bancorp, Inc. (the "Corporation")  was
incorporated under the laws of the state of Delaware to  become a
savings and loan holding company with First  Federal  Savings and
Loan Association of Allen Parish (the  "Association") of Oakdale,
Louisiana, as its subsidiary.   The  Corporation was incorporated
at the direction of  the  Board  of Directors of the Association,
and on September 27,  1996,  acquired all of the capital stock of
the  Association  upon  its  conversion from mutual to stock form
(the "conversion").  Prior to the conversion, the Corporation did
not engage in any material  operations and at September 30, 1996,
had  no  significant  assets  other  than  the  investment in the
capital stock of the Association, the First  Allen Parish Bancorp
loan to the employee stock ownership plan  (ESOP), representing a
portion of the net proceeds from  the  conversion retained at the
holding  company  level  and   investments  in   mortgage  backed
securities.  

     First Federal Savings  and  Loan Association of Allen Parish
was  originally  founded  in 1962 as a federally chartered mutual
savings  and  loan association located in Oakdale, Louisiana.  On
September  18, 1996, the Association members voted to convert the
Association  to  a  federal  stock  institution.  The Association
conducts  its  business  through  its  main  office  in  Oakdale,
Louisiana and a Loan Production Office(LPO) located  in  Oberlin,
Louisiana.    A  full-service  branch  is  also  currently  under
construction  to  replace  the  LPO in Oberlin, Louisiana and the
Association expects to open  for  operations effective October 1,
1998.  Deposits are insured  by the Savings Association Insurance
Fund (SAIF) to the maximum allowable.

     The  Association  has been, and intends to continue to be, a
community-oriented  financial   institution   offering   selected
financial  services  to  meet  the  needs  of  the communities it
serves.  The  Association  attracts  deposits  from  the  general
public  and  historically  has  used such deposits, together with
other funds, to originate loans secured by real estate, including
one- to four-family  residential  mortgage loans, commercial real
estate loans, land loans, construction loans and loans secured by
other properties.   The  Association also originates consumer and
other loans consisting primarily of loans secured by automobiles,
manufactured homes,  loans  secured by deposits (share loans) and
lines of credit.

     The  most  significant  outside   factors   influencing  the
operations of the  Association  and  other financial institutions
include general economic conditions,  competition  in  the  local
market place and the related  monetary  and  fiscal  policies  of
agencies that regulate financial institutions. More specifically, 
the  cost  of funds  primarily consisting of  insured deposits is
influenced by interest rates on competing investments and general
market rates of interest, while lending activities are influenced
by the demand for real estate financing and other types of loans,
which in turn is  affected  by  the  interest rates at which such
loans may be offered and other factors  affecting loan demand and
funds availability.













































<PAGE> 14

     Deposits  of  the  Association are currently insured  by the
SAIF of the FDIC.  The  FDIC  also  maintains  another  insurance
fund, the Bank Insurance Fund, which primarily insures commercial
bank deposits.  Applicable law requires that both  the  SAIF  and
BIF funds be recapitalized to a ratio  of  1.25%  of  reserves to
deposits,  and  the  FDIC  announced  that  the  BIF  reached the
required reserve ratio during May 1995.  The SAIF,  however,  was
not expected to achieve that reserve  ratio  before 2002.  Due to
the disparity in reserve ratios,  on  November 14, 1995, the FDIC
reduced annual  assessments  for  BIF-insured institutions to the
legal  minimum  of  $2,000  while  SAIF-insured institutions  pay
assessments at the rated of 6.4 cents per $100 of deposits.

     In  September  1996,   Congress   enacted   legislation   to
recapitalize   the   SAIF   by   a   one-time  assessment  on all
SAIF-insured deposits held as of March 31, 1995.   The assessment
was 65.7 basis points per $100 in deposits,  payable  by November
30, 1996.   For  the  Association,  the  assessment resulted in a
one-time  charge  to  earnings  during  the  three  months  ended
September  30,  1996  in the amount of $170,020 or ($112,213 when
adjusted for taxes), based on the Association's deposits on March
31,  1995  of  $25,878,177.    In addition, beginning  January 1,
1997,  pursuant  to  the  legislation, interest payments on bonds
("FICO Bonds")  issued  in  the  late  1980s  by   the  Financing
Corporation ("FICO")  to recapitalize  the  now  defunct  Federal
Savings and Loan  Insurance Corporation are being paid jointly by
BIF-insured institutions  and SAIF insured institutions. The FICO
assessment is 1.29 basis points per $100 in BIF deposits and 6.44
basis points  per  $100  in  SAIF deposits.  Beginning January 1,
2000, the FICO  interest  payments will be paid pro rata by banks
and thrifts based on deposits (approximately 2.4 basis points per
$100 in deposits).  The BIF and SAIF will be merged on January 1,
1999,  provided  the  bank  and  savings association charters are
merged by that date.  In  that  event, pro-rata FICO sharing will
begin on January 1, 1999.

     While  the  legislation  has  reduced  the disparity between
premiums paid on BIF deposits and SAIF deposits, and has relieved
the thrift industry of a  portion  of  the  contingent  liability
represented  by  the  FICO  bonds,  the premium disparity between
SAIF-insured   institutions,   such   as   the   Association, and
BIF-insured institutions will continue until at  least January 1,
1999.  Under the  legislation,  the Association  anticipates that
its ongoing annual SAIF premiums will be approximately $17,000.

     Legislation recently passed by Congress contains a provision
that repealed the tax  bad  debt  reserve  available  to  Thrifts
including the percentage  of  taxable income method for tax years
beginning after December 31, 1995.  The Association had to change
to the experience method of computing is's bad debt reserve.  The
legislation required a Thrift to recapture the portion of its bad
debt reserve that exceeds the  base  year reserve, defined as the
tax reserve as of the last taxable year beginning after 1988.  As
allowed by this  legislation,  First  Federal  has  deferred  the
recapture of this income until December 31, 1998.




















































<PAGE> 15

Financial Condition
- -------------------

     Consolidated assets of First Allen Parish Bancorp, Inc. were
$34.13  million  as  of  June 30, 1998, an increase of $61,000 as
compared   to   December   31,  1997.    At  June 30, 1998, total
stockholders' equity was $4.7  million,  an  increase of $170,000
when compared to stockholders'  equity at December 31, 1997.  The
increase  in  stockholders'  equity  was a result of increases in
unrealized  gain  on  securities held available-for- sale and net
income earned during the six months ending June 30, 1998.

     
     Interest-bearing  and  non-interest  bearing   deposits  and
investment securities increased slightly to $2.17 million at June
30, 1998 from $2.14  million  at  December  31,  1997.   Mortgage
backed securities  increased  $75,000 to a total of $17.2 million
at  June 30 , 1998, from a total of $17.1 million  as of December
31, 1997.

     Loans receivable increased to $13.9 million on June 30, 1998
from  $13.6   million  on  December  31,  1997,  an  increase  of
$300,000.

     Deposits totaled $29.1 million on June 30,  1998  and  $28.7
million on December 31, 1997, an increase of $400,000.

     Other   liabilities  increased   $44,000  from  $328,000  at
December 31, 1997 to  $372,000 at June 30, 1998.

Comparison of Operating Results for the Three Months Ended June
- ----------------------------------------------------------------
30, 1998 and 1997
- -----------------
     
     General.  Net income decreased $51,000 or 60%, to a total of
$34,000 for the three months ended June 30, 1998 from $85,000 for
the  three  months  ended  June  30,  1997.    This  decrease was
primarily   due   to   the  additional  compensation  expense  of
$51,000  recognized  by  the  Corporation for the Recognition and
Retention Plan approved by shareholders on April 30, 1998.

     Net  Interest  Income.  Total  net interest income increased
$29,000 or 11% to $298,000  for  the  three months ended June 30,
1998  from  $269,000  for  the  three months ended June 30, 1997. 
This increase  was  primarily the result of an increase in income
earned  on loans receivable and mortgage-backed securities offset
by an increase in the average cost of deposits.

     Provision for Losses on Loans.  The Association maintains an
allowance  for  loan  losses  based  upon  management's  periodic
evaluation of known and inherent risk in the loan  portfolio, the
Association's past loss experience, adverse situations  that  may
affect the borrower's ability to repay loans, estimated  value of
the  underlying   collateral  and  current  and  expected  market
conditions.  During  the  three  months  ended  June 30, 1998 the
Association experienced recoveries on  loans  for  which reserves
had previously been established.   The  provision and recovery of
- -0- and $2,644 for the three months ended June 30, 1998 and 1997,
respectively  were  primarily  due  to  losses  and recoveries on
consumer loans.













































<PAGE> 16

     Non-Interest Income.  Non-interest income increased  $12,00,
or 19% to $75,000 for the three  months  ended June 30, 1998 from
$63,000 for the three months ended  June 30, 1997.  This increase
was due to a $17,000 increase in service charges on deposits, and
a $2,000  increase  in  insurance  commissions earned offset by a
decrease  of  $2,000 in loan origination fees and $4,500 decrease
in other operating revenues.

     Non-Interest   Expense.     Non-interest   expense increased
$88,000 or 43% to $292,000 for the  three  months  ended June 30,
1998 from  $204,000  for  the  three  months ended June 30, 1997. 
This  increase  was  primarily  due  to an increase of $61,000 in
compensation  and  employee  benefits,  an  $8,000   increase  in
stationery and printing, a $12,000 decrease  in  data  processing
and a $9,000 increase in other expenses.

     Income Tax Expense.  Income tax expense  increased $5,000 or
12% to a total of $47,000 for  the  three  months  ended June 30,
1998 from an income  tax  expense of $42,000 for the three months
ended June 30, 1997.

































<PAGE> 17

Comparison of Operating Results for the six months ended June 30,
- -----------------------------------------------------------------
1998 and 1997.
- --------------

     General.   Net  income decreased $60,000 or 37% to $103,000
for the six months ended June 30, 1998 from $163,000 for the six
months ended June 30, 1997.  This decrease  was primarily due to
the additional compensation expense of $51,000 recognized by the
Corporation for the Recognition and  Retention  Plan approved by
the shareholders on April 30, 1998.

     Net interest Income.  Net interest income increased $43,000,
or 7.7% to $577,000 for the six  months  ended June 30, 1998 from
$534,000 for the six months ended June 30, 1997.

     Provision for Losses on Loans.   The Association established
a provision for loan loss  of -0-  for  the six months ended June
30, 1998 and a recovery of  $1,424  for the six months ended June
30, 1997.  The recoveries of $1,424 for the six months ended June
30, 1998 were due to recoveries on consumer loans.

     Non-Interest Income.  Non-interest  income increased $13,000
or 10.2% to $141,000 for the six months  ended June 30, 1998 from
$128,000 for the six months ended June  30,  1997.  This increase
was due to a $17,000  increase  in  service  charges on deposits,
offset by a $2,000  decrease  in  loan  origination and servicing
fees, and a $2,000 decrease in other operating revenues.

     Non-Interest   Expense.    Non-interest   expense  increased
$115,000 or 27.7% to $532,000 for the six months  ended  June 30,
1998 from $417,000 for the six months ended June  30, 1997.  This
increase was due to $77,000 increase in compensation and employee
benefits, an  $11,000  increase  in  stationery  and  printing, a
$13,000 increase  in  data  processing  and a $13,000 increase in
other expenses.

     Income Tax Expenses.  Income tax  expense remained unchanged
for the six months ended June 30, 1998  from the six months ended
June 30, 1997.

Non-Performing Assets
- ---------------------

     At  June  30, 1998, non-performing assets were approximately
$194,000 compared  to $126,000 on December 31, 1997.  At June 30,
1998, the Association's allowance for loan losses was 155% of non
performing loans compared to 239% at December 31, 1997.     

     Loans are considered  non-performing  when the collection of
principal and/or interest  is  not  probable,  or  in  the  event
payments are more than 90 days delinquent.

<PAGE> 18

Capital Resources
- -----------------

     The  Association  is  subject  to  three  capital  to  asset
requirements in accordance  with  Office  of  Thrift  Supervision
(OTS)  regulations.   The  following  table  is  a summary of the
Association's   regulatory  capital  requirements  versus  actual
capital as of June 30, 1998:
<TABLE>
<CAPTION>
               Actual            Required          Excess     
             Amount/Percent    Amount/Percent   Amount/Percent
- ---------------------------------------------------------------- 
<S>         <C>               <C>              <C>        
Tangible    $3,671,000/11.01% $1,333,000/4.00% $2,338,000/ 7.01%
Core Leverage 
  Capital   $3,671,000/11.01% $1,333,000/4.00% $2,333,000/ 7.01%
Risk-Based 
  Capital   $3,832,000/26.73% $1,147,000/8.00% $2,685,000/18.73%
</TABLE>

Liquidity
- ---------

     The  Association's  principal sources of funds are deposits,
principal and interest  payments  on  loans,  deposits  in  other
insured institutions, and investment securities.  While scheduled
loan  repayments  and   maturing   investments   are   relatively
predictable,  deposit  flows  and  early  loan  payments are more
influenced by interest  rates,  general  economic  conditions and
competition. Additional sources of funds may be obtained from the
Federal Home Loan Bank of  Dallas by utilizing numerous available
products to meet funding needs.

     The Association  is  required  to maintain minimum levels of
liquid assets as defined by regulations.  The required percentage
is currently  five  percent  of net withdrawable savings deposits
and  borrowings  payable  on  demand or in one year or less.  The
Association  has  maintained  its  liquidity  ratio   at   levels
exceeding the minimum requirement.  The eligible liquidity ratios
at December 31, 1997, and June 30, 1998, were  8.17%  and  9.11%,
respectively.

     For  purposes  of the cash flows, all short-term investments
with a  maturity  of three months or less at date of purchase are
considered cash  equivalents.   Cash and cash equivalents for the
periods ended June 30, 1998  and  1997 were $1.9 million and $2.2
million  respectively.    The decrease  was  primarily due to the
reduction in growth of deposits at June 30, 1998  as  related  to
June 30, 1997.
<PAGE>
<PAGE> 19
<TABLE>   
<CAPTION>
     PART II - OTHER INFORMATION
     <S>        <C>                                               
                   
Item 1.   Legal Proceedings
          None

Item 2.   Changes in Securities
          None

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 and Reports on Form 8-K
          Exhibits:
          27 - Financial Data Schedule

          Reports on Form 8-K:
          None.
</TABLE>



<PAGE>
<PAGE> 20
     SIGNATURES

     Pursuant  to the requirement 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 Allen Parish Bancorp,
Inc.
                                   Registrant

<TABLE>                                
<S>                                <C>
Date: August 12, 1998              /s/Charles L. Galligan         
      ---------------              ----------------------
                                   Charles L. Galligan, President
                                   and Chief Executive Officer
                                   (Duly Authorized Officer)



Date: August 12, 1998              /s/Betty Jean Parker           
      ---------------              -------------------- 
                                   Betty J. Parker, Treasurer and
                                   Chief Financial Officer
                                     
</TABLE>
     
<PAGE>
     

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
JUNE 30, 1998, CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT
OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 1998, AND IS QUALIFIED IN ITS
ENTIRELY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                         130,935
<INT-BEARING-DEPOSITS>                       1,777,860
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                  5,330,359
<INVESTMENTS-CARRYING>                      11,891,872
<INVESTMENTS-MARKET>                        11,914,753
<LOANS>                                     13,924,373
<ALLOWANCE>                                    301,282
<TOTAL-ASSETS>                              34,128,272
<DEPOSITS>                                  29,056,329
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                            371,853
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                         2,666
<OTHER-SE>                                   (174,570)
<TOTAL-LIABILITIES-AND-EQUITY>              34,128,272
<INTEREST-LOAN>                                311,546
<INTEREST-INVEST>                              277,351
<INTEREST-OTHER>                                22,472
<INTEREST-TOTAL>                               611,369
<INTEREST-DEPOSIT>                             309,287
<INTEREST-EXPENSE>                               4,079
<INTEREST-INCOME-NET>                          298,003
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                292,253
<INCOME-PRETAX>                                 80,811
<INCOME-PRE-EXTRAORDINARY>                      80,811
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    34,040
<EPS-PRIMARY>                                      .14
<EPS-DILUTED>                                      .14
<YIELD-ACTUAL>                                    7.54
<LOANS-NON>                                    194,298
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                199,123
<ALLOWANCE-OPEN>                               300,359
<CHARGE-OFFS>                                      923
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                              301,282
<ALLOWANCE-DOMESTIC>                            21,085
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                        280,197
        

</TABLE>


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