UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10 - QSB

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

For the quarterly period ended June 30, 2000

[   ]       TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-26403

FPB Financial Corp.
( Exact name of small business issuer as specified in its charter)

300 WEST MORRIS AVENUE, HAMMOND, LOUISIANA 70401
(Address of principal executive offices)

Issuer's telephone number, including area code: 504 345-1880

     Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

     Shares of common stock, par value $.01 per share, outstanding as of August 8, 2000: 331,355

     Transitional Small Business Disclosure Format (check one):

Yes[   ]      No [ x ]

FPB FINANCIAL CORP.

FORM 10-QSB

QUARTER ENDED JUNE 30, 2000

PART I - FINANCIAL INFORMATION

Interim Financial Information required by Rule 10 - 01 of Regulation S - X and Item 303 of Regulation S - B is included in this Form 10 - QSB as referenced below:

FPB FINANCIAL CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

JUNE 30, 2000 AND DECEMBER 31, 1999

The accompanying notes are an integral part of these financial statements.

FPB FINANCIAL CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME

Three Months Ended June 30, 2000 and 1999
Six Months Ended June 30, 2000 and 1999

FPB FINANCIAL CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME

Three Months Ended June 30, 2000 and 1999
Six Months Ended June 30, 2000 and 1999

The accompanying notes are an integral part of these financial statements.

FPB FINANCIAL CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Six Months Ended June 30, 2000 and 1999

The accompanying notes are an integral part of these financial statements.

FPB FINANCIAL CORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2000 and 1999

The accompanying notes are an integral part of these financial statements.

FPB FINANCIAL CORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2000 and 1999

The accompanying notes are an integral part of these financial statements.

FPB FINANCIAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2000

Note 1 - Basis of Presentation -

     The accompanying consolidated financial statements at June 30, 2000 and for the three and six months ended June 30, 2000 and 1999 include the accounts of FPB Financial Corp. (the "Company") and its wholly owned subsidiary, Florida Parishes Bank (the "Bank"). Currently, the business and management of FPB Financial Corp. is primarily the business and management of the Bank. All significant inter-company transactions and balances have been eliminated in the consolidation.

     On February 23, 1999, the Bank incorporated FPB Financial Corp. to facilitate the conversion of the Bank from mutual to stock form (the "Conversion"). In connection with the Conversion, the Company offered its common stock to the depositors and borrowers of the Bank as of specified dates, to an employee stock ownership plan and to members of the general public. Upon consummation of the Conversion on June 30, 1999, all of the Bank's outstanding common stock was issued to the Company, the Company became the holding company for the Bank and the Company issued 331,355 shares of common stock.

     The Company filed a Form SB-2 with the Securities and Exchange Commission ("SEC") on March 11, 1999, which as amended was declared effective by the SEC on May 13, 1999. The Bank filed a Form AC with the Office of Thrift Supervision ("OTS") on March 11, 1999. The Form AC and related offering and proxy materials, as amended, were conditionally approved by the OTS by letter dated May 14, 1999. The Company also filed an Application H- (e) 1-S with the Midwest Regional Office of the OTS on or about March 17, 1999, which was conditionally approved by the OTS by letter dated May 14, 1999.

     The members of the Bank approved the Plan at a special meeting held on June 22, 1999, and the subscription and community offering closed on June 18, 1999.

     The Conversion was accounted for under the pooling of interest method of accounting. In the Conversion, the Company issued 331,355 shares of common stock, 26,508 shares of which were acquired by its Employee Stock Ownership Plan, and the Bank issued 1,000 shares of $.01 par value common stock to the Company.

     The accompanying consolidated unaudited financial statements were prepared in accordance with instructions for Form 10-QSB and, therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, all adjustments (consisting only of normal recurring accruals) which, in the opinion of management, are necessary for a fair presentation of the consolidated financial statements have been included. The results of operations for the six months ended June 30, 2000 are not necessarily indicative of the results to be expected for the year ending December 31, 2000.

Note 2 - Employee Stock Ownership Plan-

     The Company sponsors a leveraged employee stock ownership plan (ESOP) that covers all employees who have at least one year of service with the Company. The ESOP shares initially were pledged as collateral for its debt. The debt is being repaid based on a thirteen-year amortization and the shares are being released for allocation to active employees annually over the thirteen-year period. The shares pledged as collateral are deducted from stockholders equity as unearned ESOP shares in the accompanying balance sheets.

     As shares are released from collateral, the Company reports compensation expense equal to the current market price of the shares. Dividends on allocated ESOP shares are recorded as a reduction of

retained earnings; dividends on unallocated ESOP shares are recorded as additional compensation expense.

The ESOP shares as of June 30, 2000 were as follows:

Note 3 - Earnings Per Share -

     Earnings per share for periods prior to June 30, 1999 are not considered meaningful as the Conversion was not completed until June 30, 1999 and the 100 shares of the Company previously held by the Bank were canceled upon consummation of the Conversion as of June 30, 1999.

     The computation of basic earnings per share for the three and six months ended June 30, 2000 includes reported net income of $97,366 and $203,310 in the numerator respectively and the weighted average number of shares outstanding of 302,950 and 304,681 in the denominator respectively. Diluted earnings per share are calculated with reported net income in the numerator and the weighted average number of shares outstanding of 304,069 and 305,800 in the denominator.

     FPB Financial Corp. is a Louisiana corporation organized in February 1999 by the Bank for the purpose of becoming a unitary holding company of the Bank. The Company purchased all of the capital stock of the Bank issued in the Conversion in exchange for 50% of the net Conversion proceeds and retained the remaining 50% of the net Conversion proceeds as its initial capitalization. The only significant assets of the Company at June 30, 2000 are the capital stock of the Bank, the Company's loan to the ESOP, approximately $549,000 in investment securities available for sale, and the remainder of the net Conversion proceeds retained by the Company. The business and management of the Company primarily consists of the business and management of the Bank. The Company neither owns nor leases any property, but instead uses the premises, equipment and furniture of the Bank. At the present time, the Company does not intend to employ any persons other than officers of the Bank, and the Company will utilize the support staff of the Bank from time to time. Additional employees will be hired as appropriate to the extent the Company expands or changes its business in the future.

Note 4 - Recognition and Retention Plan

     On April 25, 2000, the Company's stockholders approved a Recognition and Retention Plan (RRP) as an incentive to retain personnel of experience and ability in key positions. The shareholders approved a total of 13,254 shares of stock to be acquired for the Plan, of which 7,954 shares have been allocated for distribution to key employees and directors. As shares are acquired for the plan, the purchase price of these shares is recorded as unearned compensation, a contra equity account. As the shares are distributed, the contra equity account is reduced. The allocated shares are earned by participants as plan share awards vest over a specified period. If the service of an employee or non-employee director plan participant is terminated prior to the end of the vesting period for any reason other than death, disability, retirement or a change in control, the recipient shall forfeit the right to any shares subject to the awards which have not been earned. The compensation cost associated with the plan is based on the market price of the stock as of the date on which the plan shares are earned.

Note 5 - Stock Option Plan

     On April 25, 2000, the Company's stockholders approved a stock option plan for the benefit of directors, officers, and other key employees. An amount equal to 10% of the total number of common shares issued in the initial public offering or 33,135 shares are reserved for issuance under the stock option plan. The option exercise price cannot be less than the fair value of the underlying common stock as of the date of the option grant and the maximum option term cannot exceed ten years.

     The stock option plan also permits the granting of stock appreciation rights (SARs). SARs entitle the holder to receive, in the form of cash or stock, the increase in fair value of the Company's common stock from the date of the grant to the date of exercise. No SARs have been issued under the plan.

The following table summarizes the activity related to stock options:

FPB FINANCIAL CORP AND SUBSIDIARY

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

     The following discussion compares the consolidated financial condition of FPB Financial Corp. and Subsidiary at June 30, 2000 to December 31, 1999 and the results of operations for the three and six months ended June 30, 2000 with the same periods in 1999. Currently, the business and management of FPB Financial Corp. is primarily the business and management of the Bank. This discussion should be read in conjunction with the interim consolidated financial statements and footnotes included herein.

     This quarterly report on Form 10 - QSB includes statements that may constitute forward-looking statements, usually containing the words "believe", "estimate", "expect" , "intend" or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause future results to vary from current expectations include, but are not limited to, the following: changes in economic conditions (both generally and more specifically in the markets in which the Company operates); changes in interest rates, accounting principles, policies or guidelines and in government legislation and regulation (which change from time to time and over which the Company has no control); and other risks detailed in this quarterly report on Form 10 - QSB and the Company's other Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

     FPB Financial Corp. is the holding company for the Bank. Substantially all of the Company's assets are currently held in, and its operations are conducted through, its sole subsidiary the Bank. The Company's business consists primarily of attracting deposits from the general public and using such deposits to make loans for the purchase and construction of residential properties. The Company also originates commercial real estate loans and various types of consumer loans.

Changes in Financial Condition

     The Company's total assets increased $6.1 million or 11.6% from $52.5 million at December 31, 1999 to $58.6 million at June 30, 2000. This increase was primarily due to increases of $3.7 million in net loans receivable, and $4.4 million in investment securities, and was offset by a decrease of $2.1 million in cash and cash equivalents.

     Interest-earning deposits in other institutions decreased by $3.0 million or 73.2% from $4.1 million at December 31, 1999 to $1.1 million at June 30, 2000. This decrease was primarily due to the purchase of investment securities.

     The demand for mortgage and consumer loans in the Bank's market area increased during the past six months. The net loan portfolio increased $3.6 million or 8.8% from $40.8 million at December 31, 1999 to $44.4 million at June 30, 2000.

     The Company's total classified assets for regulatory purposes at June 30, 2000 (excluding loss assets specifically reserved for) amounted to $504,000, all of which are classified as substandard. This represents an increase of $54,000 or 12.0% from $450,000 at December 31, 1999. The largest classified asset at June 30, 2000 consisted of an $87,000 residential loan. The remaining $417,000 of substandard assets at June 30, 2000 consisted of 15 residential mortgage loans.

     Deposits increased by $4.0 million or 10.1% from $39.5 million at December 31, 1999 to $43.5 million at June 30, 2000. The $4.0 million increase was made up of $1.8 million in interest-bearing deposits and $2.2 million in non-interest bearing deposits. Federal Home Loan Bank advances increased by $2.0 million or 32.3% from $6.2 million at December 31, 1999 to $8.2 million at June 30, 2000. Advances were utilized to structure liabilities for asset-liability management purposes.

     Total stockholders' equity increased by $66,000 in the six months ending June 30, 2000. Net income of $203,000 was offset by the purchase of $28,000 of treasury stock, $77,000 of recognition plan stock, $10,000 unrealized losses on investment securities and $33,000 in dividends paid. Stockholders' equity at June 30, 2000 totaled $6.7 million compared to equity of $6.6 million at December 31, 1999. In addition, $11,000 in ESOP shares were released for allocation.

Liquidity and Capital Resources

     The Bank is required under applicable federal regulations to maintain specified levels of "liquid" investments in qualifying types of U.S. Government, federal agency and other investments having maturities of up to five years. Current OTS regulations require that a savings institution maintain liquid assets of not less than 4% of its average daily balance of net withdrawable deposit accounts and borrowings payable in one year or less. At June 30, 2000, the Bank's liquidity was 31.9% or $9.0 million in excess of the minimum OTS requirement.

     The Bank is required to maintain regulatory capital sufficient to meet core and risk-based capital ratios of 4.0% and 8.0%, respectively. At June 30, 2000, the Bank's core capital amounted to $5.6 million or 9.64% of adjusted total assets of $58.1 million and the Bank's risk-based capital amounted to $5.8 million or 21.1% of adjusted risk-weighted assets of $27.3 million.

     As of June 30, 2000, the Bank's unaudited regulatory capital requirements are as indicated in the following table:

     Based on the above capital ratios, the Bank meets the criteria for a "well capitalized" institution at June 30, 2000. The Bank's management believes that under the current regulations, the Bank will continue to meet its minimum capital requirements in the foreseeable future. However, events beyond the control of the Bank, such as increased interest rates or a downturn in the economy of the Bank's area, could adversely affect future earnings and, consequently, the ability of the Bank to continue to exceed its future minimum capital requirements.

Results of Operations

     The profitability of the Company depends primarily on its net interest income, which is the difference between interest income on interest-earning assets, principally loans, mortgage-backed securities, and investment securities, and interest expense on interest-bearing deposits and advances from the Federal Home Loan Bank. Net interest income is dependent upon the level of interest rates and the extent to which such rates are changing. The Company's profitability also is dependent, to a lesser extent, on the level of its non-interest income, provision for loan losses, non-interest expenses and income taxes. In each of the three and six months periods ended June 30, 2000, net interest income after provision for loan losses exceeded total non-interest expense. Total non-interest expense consists of general, administrative and other expenses, such as compensation and employee benefits, occupancy and equipment expense, federal insurance premiums, professional fees, advertising, stationery, printing, and supplies, and miscellaneous other expenses.

     Net income increased by $12,000 or 13.5% in the quarter ended June 30, 2000 and increased by $41,000 or 25.2% in the six months ended June 30, 2000 compared to the respective 1999 periods. The increase in the June 30, 2000 quarter was due to an increase of $68,000 in net interest income and an increase in non-interest income of $14,000. These increases were offset by an increase in non-interest expense of $68,000, and an increase in income tax expense of $3,000. The increased net income for the first six months of 2000 was due to a $159,000 increase in net interest income, and an increase in non-interest income of $28,000. These factors were offset by an increase in non-interest expense of $126,000, and an increase in the provision for income taxes of $20,000.

     Net interest income increased by $68,000 or 20.6% in the quarter ended June 30, 2000 and increased by $159,000 or 25.1% for the six months ended June 30, 2000 over the comparable 1999 periods. This is primarily due to an increase in net interest earning assets to $7.1 million and $7.1 million for the three and six months ending June 30, 2000, compared to $5.1 million and $4.5 million in the 1999 respective periods, and a net interest margin of 2.91% for the three months and 2.96% for the six months ended June 30, 2000, compared to 2.92% for the three months and 2.92% for the six months ended June 30, 1999. With the recent increases in market interest rates, we anticipate our net interest margin may decline in the second half of 2000, which would already offset net interest income.

     Total interest income increased by $203,000 or 25.1% in the quarter ended June 30, 2000 and increased by $405,000 or 25.8% for the six months ended June 30, 2000 over the comparable 1999 periods. This is due primarily to an increase in net loans receivable to $44.5 million at June 30, 2000 compared to net loans receivable of $39.0 million at June 30, 1999, and an increase in investment securities to $10.9 million at June 30, 2000 compared to $3.8 million on June 30, 1999, and is offset by a decrease in interest-earning deposits to $1.1 million at June 30, 2000 compared to $5.5 million on June 30, 1999.

     Total interest expense increased by $135,000 or 28.1% for the quarter and increased $246,000 or 26.2% for the six months ended June 30, 2000 over the comparable 1999 periods. This is due to an increase in interest-bearing deposits of $4.8 million and an increase of $3.0 million in advances from the Federal Home Loan Bank as of June 30, 2000 compared to June 30, 1999 and is due to a lesser extent by an increase in the cost of funds to 5.18% for the three months and 5.10% for the six months ending June 30, 2000 compared to 4.79% and 4.83% for the periods ending June 30, 1999. Our cost of funds has recently been increasing faster than the average yield on our assets.

     The company did not increase or decrease the provisions for losses in either the 2000 or the 1999 periods. At June 30, 2000, the Company's non-accruing loans amounted to $282,000, an increase of $212,000 or 302.9% compared to June 30, 1999. The allowance for loan losses amounted to $170,000 at June 30, 2000, representing 0.4% of the total loans held in portfolio and 60.3% of total non-accruing loans at such date. The increase in non-accruing loans is made up entirely of loans secured by 1-4 family residences. The Company believes our allowance for loan losses are adequate as of June 30, 2000.

     Non-interest income increased by $14,000 or 97.9% in the three months ended June 30, 2000 and increased by $28,000 or 131.8% in the six months ended June 30, 2000 over the comparable 1999 periods. The increase for both periods were attributed to increased fees for deposit accounts with insufficient funds and deposit account service charges, and to a lesser extent income from insurance commissions.

     Non-interest expenses increased in the quarter ended June 30, 2000 by $68,000 or 33.0% and increased by $126,000 or 31.5% in the six months ended June 30, 2000 over the comparable 1999 periods. The increase in the quarter was due to an increase of $25,000 in compensation and employee benefits, $3,000 advertising , $8,000 professional fees, $2,000 printing, stationery & supplies and $33,000 in other expenses which was offset by decreases of $3,000 in federal insurance expenses. The increase in the six month period was due to increases of $53,000 in compensation and employee benefits, $6,000 advertising, $10,000 professional fees, $8,000 printing, stationery & supplies and $55,000 other expenses which was offset by a decrease of $6,000 in federal insurance expense. Compensation expense increased due to an increase in staff size, increases in retirement and ESOP benefits, and to a lesser extent, increased compensation to existing staff members. Other expenses increased in both the three and six months periods due primary to the company expensing $12,000 in the three months and $23,000 for the six months ending June 30, 2000 to account for the State of Louisiana shares tax, which the company was not subject to in the comparable 1999 periods.

     Income tax expense increased in the quarter and for the six months ending June 30, 2000 over the comparable 1999 periods due to increased income before income taxes.

FPB Financial Corp.

Form 10-QSB
Quarter Ended June 30, 2000

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings:
     There are no matters required to be reported under this item.

Item 2 - Changes in Securities and Use of Proceeds:
     There are no matters required to be reported under this item.

Item 3 - Defaults Upon Senior Securities:
     There are no matters required to be reported under this item.

Item 4 - Submission of Matters to a Vote of Security Holders:

Item 5 - Other Information:
     There are no matters required to be reported under this item.

Item 6 - Exhibits and Reports on Form 8-K:

2. Reports on Form 8-K:

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized