ONE AMERICAN CORP
10-Q, 1996-05-10
STATE COMMERCIAL BANKS
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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549
                                
                            Form 10-Q
                                
     Quarterly Report Pursuant to Section 13 or 15(d) of the
             Securities Exchange Act of 1934 for the
Quarter Ended March 31, 1996           Commission File Number:  0-12437
                                
                                
                       One American Corp.
     (Exact name of registrant as specified in its charter)


     Louisiana                                    72-0948181
(State or other jurisdiction of       (IRS Employer Identification No.)
 Incorporation of Organization)
                                
2785 LA Hwy. 20 West
P. O. Box 550
Vacherie, Louisiana                                   70090-0550
(Address of principal executive offices)               (Zip Code)

Registrant's Telephone Number, including area code:  (504) 265-2265

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
                                
                  Common Stock, $5.00 Par Value
                        (Title of Class)

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 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 classes of common stock, as of the latest practicable
date.

     Common stock $5 Par Value, 1,351,615 shares outstanding 
as of May 9, 1996.

                                   1
<PAGE>
                         FORM 10-Q Index
                                
                             Part I
Financial Information

   Financial Statements

   Consolidated Balance Sheets,
      March 31, 1996, December 31, 1995, and March 31, 1995           3

   Consolidated Statements of Income
      for the three months ended March 31, 1996 and 1995              4

   Consolidated Statements of Changes in Stockholders' Equity
      for the three months ended March 31, 1996 and 1995              5

   Consolidated Statements of Cash Flows
      for the three months ended March 31, 1996 and 1995              6

   Notes to Consolidated Financial Statements                         8

   Management's Discussion and Analysis of Financial Condition
      and Results of Operations                                      11

   Average Balance Sheets and Interest Rate Analysis
      for the three months ended March 31, 1996, 
      December 31,1995,and March 31, 1995                            20

   Interest Differentials
      for the three months ended March 31, 1996,
      December 31,1995,and March 31, 1995                            21

                                
                             Part II
Other Information

   Legal Proceedings                                                 22

   Exhibits and Reports on Form 8-K                                  22

   Management's Responsibility for Financial Reporting               23

   Signatures                                                        24

                                   2
<PAGE>
<TABLE>
<CAPTION>
Consolidated Balance Sheets
One American Corp. and Subsidiaries                               Unaudited Unaudited Unaudited
In thousands                                                      March 31,December 31,March 31,
                                                                     1996      1995      1995
<S>                                                               <C>        <C>      <C>
Assets
   Cash and Due From Banks                                          $10,903   $14,365   $10,345
   Interest Bearing Deposits in Other Banks                             910       867       261
   Federal Funds Sold and Securities
     Purchased Under Resale Agreements                                9,150     7,375    13,175
   Securities:
      Held to Maturity (Fair Value of $-0-, $-0-,
         and $18,017, respectively)                                       -         -    17,931
      Available for Sale (Amortized Cost of $140,566, $132,030
         and $107,759, respectively)                                140,683   132,592   106,221
         Total Securities                                           140,683   132,592   124,152
   Loans                                                            109,267   107,593    98,014
      Less:  Allowance for Loan Losses                               (3,281)   (3,273)   (2,917)
   Loans, Net                                                       105,986   104,320    95,097

   Bank Premises and Equipment                                        8,750     8,461     8,928
   Accrued Interest Receivable                                        2,095     2,112     1,500
   Other Assets                                                       2,343     1,536     2,015
        Total Assets                                               $280,820  $271,628  $255,473

Liabilities
   Deposits:
     Noninterest Bearing                                            $47,355   $44,920   $40,197
     Interest Bearing                                               200,550   194,803   188,821
         Total Deposits                                             247,905   239,723   229,018

   Accrued Interest Payable                                             512       603       326
   Other Liabilities                                                  1,504     1,090       500
        Total Liabilities                                           249,921   241,416   229,844

Stockholders' Equity
   Common Stock-$5.00 par value;
     Authorized-10,000,000 shares;
      Issued-1,500,000 shares                                         7,500     7,500     7,500
   Surplus                                                            5,000     5,000     5,000
   Retained Earnings                                                 18,947    17,966    14,769
   Unrealized Gain (Loss) on Securities Available for Sale, Net          77       371    (1,015)
   Treasury Stock - 148,385 shares at cost                             (625)     (625)     (625)
        Total Stockholders' Equity                                   30,899    30,212    25,629
        Total Liabilities and Stockholders' Equity                 $280,820  $271,628  $255,473
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>

                                   3
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Income
One American Corp. and Subsidiaries
for the three months ended March 31, 1996 and 1995                Unaudited Unaudited
In thousands, except per share data                                  1996      1995     
<S>                                                                 <C>       <C>
Interest Income
   Interest and Fees on Loans                                        $2,660    $2,268
   Interest on Securities:
      Taxable Interest                                                1,797     1,687
      Nontaxable Interest                                               156       159
         Total Interest on Securities                                 1,953     1,846
   Other Interest Income                                                205       144

      Total Interest Income                                           4,818     4,257

   Interest Expense on Deposits                                       1,780     1,507
      Net Interest Income                                             3,038     2,750

Provision for Loan Losses                                                30       150
   Net Interest Income After
      Provision for Loan Losses                                       3,008     2,601

Other Income
   Service Charges on Deposit Accounts                                  492       465
   Gain or (Loss) on Securities                                         146         2
   Gain on Purchased Assets                                             197       342
   Other Operating Income                                               179       144
      Total Other Income                                              1,014       953
      Income Before Other Expenses                                    4,022     3,554

Other Expenses
   Salaries and Employee Benefits                                     1,023       981
   Net Occupancy Expense                                                272       263
   Net ORE Expense                                                       (2)     (115)
   Other Operating Expenses                                             752       876
      Total Other Expenses                                            2,045     2,005
       Income Before Income Taxes                                     1,977     1,549
Applicable Income Taxes                                                 658       377
      Net Income                                                     $1,319    $1,172

      Net Income Per Share                                            $0.98     $0.87

      Cash Dividends Per Share                                        $0.25     $0.00
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>

                                   4
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Changes in Stockholders' Equity
One American Corp. and Subsidiaries
for the three months ended March 31, 1996 and 1995                Unaudited Unaudited
In thousands                                                         1996      1995
<S>                                                                <C>       <C>
Common Stock
  Beginning and End of Period                                        $7,500    $7,500

Surplus
  Beginning and End of Period                                        $5,000    $5,000

Retained Earnings
  Balance - Beginning of Period                                     $17,966   $13,597
  Net Income                                                          1,319     1,172
  Cash Dividends                                                       (338)        -
  Balance - End of Period                                           $18,947   $14,769
                                                                                      
Unrealized Gain (Loss) on Securities Available for Sale, Net                            
  Balance - Beginning of Period                                        $371   ($1,482)
  Net Change in Unrealized Gain (Loss)                                 (294)      467
  Balance - End of Period                                               $77   ($1,015)
                                                                                      
Treasury Stock                                                                         
  Balance - Beginning and End of Period                               ($625)    ($625) 
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>

                                   5
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
One American Corp. and Subsidiaries
for the three months ended March 31, 1996 and 1995                Unaudited Unaudited
In thousands                                                         1996      1995
<S>                                                                <C>       <C>
Cash Flows From Operating Activities
  Net Income                                                         $1,319    $1,172
  Adjustments to Reconcile Net Income to Net
    Cash Provided by Operating Activities:
      Gain on Purchased Assets                                         (197)     (342)
      Provision for Depreciation                                        170       177 
      Provision for Loan Losses                                          30       150
      Accretion on Securities                                           (34)      (77)
      Provision (Credit) for Deferred Income Taxes                      (28)      (42)
      (Gain) Loss on Sale of Other Real Estate                            -      (106)
      (Gain) Loss on Sale of Equipment                                    -         6 
      (Gain) Loss on Securities                                        (146)       (2)

   Changes in Assets and Liabilities:
      (Increase) Decrease in Accrued Interest Receivable                 17       240 
      (Increase) Decrease in Other Assets                              (625)      192 
      Increase (Decrease) in Accrued Interest Payable                   (91)       (9)
      Increase (Decrease) in Other Liabilities                          416       385
        Net Cash Provided by Operating Activities                       831     1,744

Cash Flows From Investing Activities
  Net (Increase) Decrease in Interest Bearing Deposits                  (43)       (6)
  Maturities or Calls of Securities Available for Sale               16,506    17,965 
  Maturities or Calls of Securities Held to Maturity                      -       758 
  Purchases of Securities Available for Sale                        (25,000)  (14,648)
  Purchases of Securities Held to Maturity                                -         - 
  Proceeds from Sale of Securities Available for Sale                   138         - 
  Net (Increase) Decrease in Federal Funds Sold                      (1,775)   (4,975)
  Net (Increase) Decrease in Loans                                   (1,502)   (2,359)
  Proceeds from Sale of Other Real Estate                                 -       200
  Proceeds from Sale of Premises, Equipment, and Other Assets             -        40 
  Purchases of Premises and Equipment                                  (459)     (182)
    Net Cash Used in Investing Activities                           (12,135)   (3,207)
<FN>
(Continued on next page)
The accompanying notes are an integral part of these financial statements.
</TABLE>

                                   6
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
for the three months ended March 31, 1996 and 1995
In thousands                                                      Unaudited Unaudited
(Continued)                                                          1996      1995
<S>                                                                <C>       <C>
Cash Flows From Financing Activities
  Net Increase (Decrease) in Demand Deposits, NOW
    and Savings Accounts                                              4,271    (6,603)
  Net Increase (Decrease) in Certificates of Deposits                 3,909     4,759
  Dividends Paid                                                       (338)     (541)
    Net Cash Provided (Used) By Financing Activities                  7,842    (2,385)

Decrease in Cash and Cash Equivalents                                (3,462)   (3,848)
Cash and Cash Equivalents - Beginning of Year                        14,365    14,193 
Cash and Cash Equivalents - End of Period                            10,903   $10,345 

Supplemental Disclosure of Cash Flow Information:
   Income Tax Payments                                                    -         - 

   Interest Paid on Deposits                                         $1,872    $1,516

Noncash Investing Activities:
   Other Real Estate Acquired in Settlement of Loans                     $3       $46

   Change in Unrealized Gain (Loss) on
      Securities Available for Sale                                   ($445)     $707

   Change in Deferred Tax Effect on
      Unrealized Gain (Loss) on Securities Available for Sale         ($151)     $240

Noncash Financing Activities:
   Dividends Declared and Not Paid                                     $338      $541
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>

                                   7
<PAGE>
               One American Corp. and Subsidiaries
           Notes to Consolidated Financial Statements
                           (UNAUDITED)
                                
Summary of Significant Accounting Policies

     The accounting principles followed by One American Corp.
(the Company) and its wholly-owned Subsidiaries, First American
Bank and Trust (the Bank), and One American Agency, Inc. are
those which are generally practiced within the banking industry.
The methods of applying those principles conform with generally
accepted accounting principles and have been applied on a
consistent basis.  The principles which significantly affect the
determination of financial position, results of operations,
changes in stockholders' equity, and cash flows are summarized
below.

     Presentation -  The accompanying unaudited consolidated
interim financial statements do not include all of the
information and footnotes required by generally accepting
accounting principles.  Management is of the opinion that the
following unaudited interim financial statements reflect all
normal, recurring accrual adjustments necessary to provide a fair
statement of the results for the interim periods presented.  It
is noted that the results of the first three months ended March
31, 1996 are no indication of the expected results for the annual
period which ends December 31, 1996.  Additional information
concerning the audited financial statements and notes can be
obtained from One American Corp.'s annual report and Form 10-K
filed for the period ended December 31, 1995.

     Principles of Consolidation - The consolidated financial
statements include the accounts of One American Corp. and its
wholly-owned subsidiaries, First American Bank and Trust, and One
American Agency, Inc.  All significant intercompany balances and
transactions have been eliminated.  Certain reclassifications to
previously published financial statements have been made to
comply with current reporting requirements.

     One American Corp., a Louisiana corporation, was
incorporated on May 14, 1982.  At a special meeting on December
14, 1982, the stockholders of First American Bank and Trust
(Bank) approved a Joint Agreement of Merger and Plan of
Reorganization by and among the Bank, First American Interim Bank
(FAIB) and One American Corp.  On January 21, 1983, the Bank was
merged into FAIB and the surviving Bank, First American Bank and
Trust became a wholly-owned subsidiary of One American Corp.,
through a one-for-one exchange for all of the outstanding common
stock of First American Bank and Trust.  The organization has
been accounted for as a pooling-of-interest.

     On July 14, 1983, One American Agency, Inc. was incorporated
under the laws of the State of Louisiana.  The primary business
of the Agency is the sale of insurance.  The Agency is a wholly-
owned subsidiary of One American Corp.

     Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during
the period.  Actual results could differ from those estimates.

     Securities - Securities are being accounted for in
accordance with Statement of Financial Accounting Standards
(SFAS) No. 115, "Accounting for Investments in Debt and Equity
Securities," which requires the classification of securities as
held to maturity, trading, or available for sale.
     Securities classified as held to maturity are those debt
securities the Bank has both the intent and ability to hold to
maturity regardless of changes in market conditions, liquidity
needs or changes in general economic conditions.  Securities 
classified as trading are those securities held for resale in
anticipation of short term market movements.  The Bank has no
securities classified as held to maturity or trading.
     Securities classified as available for sale are those debt
securities that the Bank intends to hold for an indefinite period
of time but not necessarily to maturity.  Any decision to sell a

                                   8
<PAGE>
security classified as available for sale would be based on
various factors, including significant movements in interest
rates, changes in the maturity mix of the Bank's assets and
liabilities, liquidity needs, regulatory capital considerations,
and other similar factors.  Securities available for sale are
carried at fair value.  Unrealized gains or losses are reported
as increases or decreases in stockholders' equity, net of the
related deferred tax effect.  Realized gains or losses,
determined on the basis of the cost of specific securities sold,
are included in earnings.

     Loans - Loans are stated at principal amounts outstanding,
less unearned income and allowance for loan losses.  Interest on
commercial loans is accrued daily based on the principal
outstanding.  Interest on installment loans is recognized and
included in interest income using the sum-of-the-digits method,
which does not differ materially from the interest method.  A
loan is considered impaired when it is probable the Bank will not
be able to collect all contractual principal and interest
payments due in accordance with the terms of the loan agreement.
     The Bank generally discontinues the accrual of interest
income when a loan becomes 90 days past due as to principal or
interest.  Interest on impaired loans is discontinued when, in
management's opinion, the borrower may be unable to meet payments
as they become due.  When a loan is placed on non-accrual status,
previously recognized but uncollected interest is reversed to
income or charged to the allowance for loan losses.  Interest
income is subsequently recognized only to the extent cash
payments are received.

     Allowance for Loan Losses - The allowance for loan losses is
an amount which in management's judgment is adequate to absorb
potential losses in the loan portfolio.  The allowance for loan
losses is based upon management's review and evaluation of the
loan portfolio.  Factors considered in the establishment of the
allowance for loan losses include management's evaluation of
specific loans, the level and composition of classified loans,
historical loss experience, results of examinations by regulatory
agencies, an internal asset review process, expectations of
future economic conditions and their impact on particular
borrowers, and other judgmental factors.
     The allowance for loan losses is based on estimates of
potential future losses, and ultimate losses may vary from the
current estimates.  These estimates are reviewed periodically and
as adjustments become necessary, the effect of the change in
estimate is charged to operating expenses in the period incurred.
All losses are charged to the allowance for loan losses when the
loss actually occurs or when management believes that the
collectibility of the principal is unlikely.  Recoveries are
credited to the allowance at the time of recovery.

     Bank Premises and Equipment - Bank premises and equipment
are stated at cost less accumulated depreciation.  Depreciation
is provided at rates based upon estimated useful service lives
(ten to thirty years for buildings, three to ten years for
equipment) using the straight-line method for financial reporting
purposes and accelerated methods for income tax purposes.
     The cost of assets retired or otherwise disposed of and the
related accumulated depreciation are eliminated from the accounts
in the year of disposal and the resulting gains or losses are
included in current operations.
     Expenditures for maintenance and repairs are charged to
operations as incurred.  Costs of major additions and
improvements are capitalized.

     Other Real Estate - Other real estate is comprised of
properties acquired through foreclosure or negotiated settlement.
The carrying value of these properties is lower of cost or fair
value less estimated selling expenses.  Loan losses arising from
the acquisition of these properties are charged against the
allowance for loan losses.  Any subsequent market reductions
required are charged to other real estate expense.  Revenues and
expenses associated with maintaining or disposing of foreclosed
properties are recorded during the period in which they are
incurred.

     Income Taxes - The provision for income taxes is based on
income as reported in the financial statements after interest
income from state and municipal securities is excluded.  Also
certain items of income and expenses are recognized in different
time periods for financial statement purposes than for income tax
purposes.  Thus, provisions for deferred taxes are recorded in
recognition of such timing differences.
     Deferred taxes are provided utilizing a liability method in
accordance with SFAS No. 109 whereby deferred tax assets are
recognized for deductible temporary differences and operating
loss and tax credit carryforwards and deferred tax liabilities
are recognized for taxable temporary differences.  Temporary
differences are the differences between the reported amounts of
assets and liabilities and their tax bases.  Deferred tax assets


                                   9
<PAGE>
are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized.  Deferred tax
assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.
     The Company and its subsidiaries file a consolidated federal
income tax return.  In addition, state income tax returns are
filed individually by the Companies in accordance with state
statutes.

     Earnings per Common Share - The computation of earnings per
share and other per share amounts of common stock is based on the
weighted average number of shares of common stock outstanding
during each year, which is 1,351,615 for all periods presented.

     Statements of Cash Flows - For purposes of reporting cash
flows, cash and cash equivalents include cash on hand and amounts
due from banks (including cash items in process of clearing).

     Acquisitions - On August 26, 1994, the Bank acquired certain
assets and liabilities of the former Oak Tree Federal Savings Bank
office located in LaPlace, Louisiana from the Resolution Trust
Corporation (RTC).  Pursuant to a Purchase and Assumption
Agreement, the Bank assumed $4.7 million of deposits and specific
liabilities, and purchased assets having a book value of $12
thousand.  The Bank purchased the deposits at a premium of $453
thousand or 9.65%.  The net premium paid on these deposits is
included in other assets on the balance sheets presented, and is
being amortized over fifteen years.  This acquisition was
accounted for using the purchase method of accounting, and the
results of operations are included in the consolidated financial
statements from the date of acquisition.
     Gain on purchased assets is recognized from acquired loans
from previous bank acquisitions on a cost recovery method as
principal payments are made and is included in the financial
statements as Gain on Purchased Assets.

                                   10
<PAGE>
              
               One American Corp. and Subsidiaries
        Management's Discussion and Analysis of Financial
               Condition and Results of Operations
                         March 31, 1996
                                

First Quarter in Review

     Net income for the current quarter of 1996 was $1.3 million
compared to $1.2 million for the same quarter of 1995.  The
increase in net income is a result of an increase in net interest
income and decrease in provision for loan losses.  Earnings per
common share were $.98 and $.87 for the first quarters of 1996
and 1995, respectively.  Return on average assets on an
annualized basis was 1.91% for the current quarter, and 1.87% in
the same quarter of 1995.  For the first quarters of 1996 and 1995,
return on average equity on an annualized basis was 18.04% and
18.66%, respectively.  Cash dividends were $.25 per share for the
current quarter and $.00 for the first quarter of 1995.

     Net interest income (FTE) for the current quarter was $3.1
million, 10.4% higher than the first quarter of 1995, due to an
increase in volume of loans which offset an increase in interest
expense.  The increased volume of loans is a result of greater
loan demand in the Bank's trade area.  The net interest spread
(FTE) was 4.09% for the current quarter and 4.23% for the same
quarter of 1995.

     During the first quarter of 1996, in comparison with the
same quarter of 1995, average loans outstanding increased $11.6
million or 12.0% to $107.8 million.  Average total deposits for
the current quarter increased $17.5 million or 7.7% to $245.4
million when compared to the average total deposits for the same
quarter of 1995.  Average total assets for the current quarter
increased $22.0 million or 8.7% to $276.1 million when
respectively compared to the total average assets of the first
quarter of 1995.

Earnings Analysis

     Net Interest Income -   The primary source of earnings for
the Bank is net interest income; the difference between interest
and fees generated from interest-earning assets less interest
expense for interest-bearing liabilities.  For analytical
purposes, net interest income is presented on a tax equivalent
basis, using a 34% tax rate.  Certain earning assets are exempt
from income taxes, therefore a tax equivalent adjustment is
included so that tax exempt earning assets are tax equivalent and
comparable with other taxable earning assets.  The primary
factors that affect net interest income are changes in volume and
mix of earning assets and interest-bearing liabilities, along
with changes in market rates.

     Net interest income on a fully tax equivalent basis (FTE)
for the current quarter of 1996 was $3.1 million compared to $2.8
million for the same quarter of 1995.  A decrease in the net
interest spread during the current quarter, supported by a
greater increase in cost of funds than the increase in yield on
earning assets, offset by an increase in loan volume accounted
for the increase in net interest income (FTE) of $305 thousand
over the same quarter of 1995.

     Earning Assets, Interest Bearing Liabilities, and Net
Interest Spread -  During the current quarter of 1996, average
earning assets were $256.9 million, an increase of $22.5 million
or 9.6% over the first quarter of 1995.  The trend in earning
assets over the quarters compared shows a shift in the mix of
earning assets toward the loan portfolio from the securities
portfolio as shown in the table Earning Asset Structure.
Management has strategized to increase the Bank's earning asset
mix to include a greater percentage of higher yielding loans over
lower yielding securities.  The Bank's primary market area of the
past produced lower levels of loan demand than those levels of
loan demand provided today given opportunities from new markets
associated with past out - of - market acquisitions.  Management
believes the greater loan demand will exist in the near future
due to opportunities that were non-existent over the last decade
caused by economic challenges experienced in the southeast
portion of the state of Louisiana.  However, there is no

                                   11
<PAGE>
guarantee that the Bank will continue to experience the loan
growth enjoyed over the last twelve months.  The current loan
demand, in the Bank's primary market area, appears to be the
result of an improving economic climate and lower interest rates
compared to years past.  The trend over the quarters compared
shows the mix of interest bearing liabilities shifted to higher
interest bearing certificates of deposit from lower interest
bearing savings and NOW accounts and money market accounts.  As
an additional note, the Bank has benefited by the increase in non-
interest bearing deposits as a percentage of total deposits.  The
growth is attributed to a concertive effort by the Bank to
attract a broader core deposit base consisting of commercial and
personal customers.

     For the current quarter of 1996, the average yield on
earning assets was 7.65%, while the average cost of interest
bearing funds was 3.57%, producing a net interest spread (FTE) of
4.08%.  The net interest margin (FTE) was 4.87% for the current
quarter of 1996.  In comparison, the net interest margin (FTE)
for the same quarter of 1995 was 4.86%.

     The cost of interest bearing liabilities during the first
quarter of 1995 was 3.25%, while the yield on average earning
assets was 7.47%, producing a net interest spread of 4.23%.  The
32 basis point increase in the average cost of interest bearing
liabilities from the first quarter of 1995 to the same quarter of
1996, was greater than the 18 basis point increase in the yield
on interest earning assets for the respective quarters, which
provided for the reduction in net interest spread at the close of
the first quarter of 1996.

     The table of Average Balance Sheets and Interest Rate
Analysis for the three month periods ended March 31, 1996,
December 31, 1995, and March 31, 1995, and the corresponding
table of Interest Differentials detail the effect a change in
average balance outstanding of assets and liabilities and the
change interest yield and interest costs have on net interest
income for the respective periods.  Also, the tables of Earning
Asset Structure and Deposit Structure show a more condensed,
descriptive analysis of the common size percentage changes in
earning assets and deposit mix over the quarterly periods
analyzed.

Provision for Loan Losses

     Provision for Loan Losses was $30 thousand and $150 thousand
for the first quarters of 1996 and 1995, respectively.  Net
charge-offs (recoveries) were $22 thousand for the current
quarter, versus net charge-offs of $310 thousand for the same
quarter of 1995.  As a percentage of average loans, net charge-
offs (recoveries) were insignificant in the current and .3% in
the first quarter of 1995.  Gross charge-offs as a percentage of
average loans were also insignificant in the current and .4% in
the first quarter of 1995.  Recoveries as a percentage of gross
charge-offs for the current quarter were 66.7% versus 15.3% for
the same quarter of 1995.

                                   12
<PAGE>
<TABLE>
<CAPTION>
Earning Asset Structure                                             First                 Fourth                First
In thousands                                                     Quarter 1996          Quarter 1995          Quarter 1995
                                                                            % of                  % of                  % of
                                                               Average    Earning    Average    Earning    Average    Earning
                                                               Balances    Assets    Balances    Assets    Balances    Assets
<S>                                                           <C>           <C>      <C>          <C>      <C>         <C>
Interest Bearing Deposits                                         $2,449       1.0%       $790       0.3%       $257       0.1%
Federal Funds Sold                                                13,469       5.2%     10,143       4.1%      9,184       3.9%
Securities
  Taxable                                                        122,656      47.7%    118,098      47.9%    117,858      50.3%
  Non-Taxable                                                     10,530       4.1%     11,142       4.5%     10,854       4.6%
Loans - Net                                                      107,825      42.0%    106,530      43.2%     96,241      41.1%
    Total Earning Assets                                        $256,929     100.0%   $246,703     100.0%   $234,394     100.0%
</TABLE>
<TABLE>
<CAPTION>
Deposit Structure                                                   First                 Fourth                First
In thousands                                                     Quarter 1996          Quarter 1995          Quarter 1995
                                                               Average      % of     Average      % of     Average      % of
                                                               Balances   Deposits   Balances   Deposits   Balances   Deposits
<S>                                                           <C>           <C>      <C>          <C>      <C>         <C>
Noninterest Bearing Deposits                                     $45,295      18.5%    $46,004      19.5%    $39,642      17.4%
NOW Accounts                                                       26,499     10.8%      22,331      9.4%      22,908     10.0%
Savings Accounts                                                   32,103     13.1%      32,475     13.7%      31,442     13.8%
Money Market Deposit Accounts                                      56,090     22.9%      54,128     23.0%      60,813     26.7%
Certificates of Deposits less than $100,000                        75,258     30.7%      72,532     30.7%      65,805     28.9%
   Total Core Deposits                                           $235,245     95.9%    $227,470     96.3%    $220,610     96.8%
Certificates of Deposits greater than $100,000                     10,163      4.1%       8,800      3.7%       7,335      3.2%
   Total Deposits                                                $245,408    100.0%    $236,270    100.0%    $227,945    100.0%

Interest Bearing Liabilities as a percentage
   of Earning Assets                                            77.9%                 77.1%                 80.3%

Core Deposits as a percentage
   of Total Average Assets                                      85.2%                 85.6%                 86.8%
</TABLE>

                                   13
<PAGE>
Other Income

     Other income including gains and losses from security
transactions for the current quarter was $1.0 million, an
increase of $61 thousand or 6% compared to the same quarter of
1995.  Exclusive of security transactions, other income for the
current quarter decreased $83 thousand or 9% from the first
quarter of 1995.

     Gain on purchased assets was $197 thousand for the current
quarter, a decrease of $145 thousand or 42% from the first
quarter of 1995.  These gains are recognition of the collection
of principal on certain doubtful loans acquired as a result of
the bank acquisitions.  The Bank continues to pursue the
collection of these doubtful loans.  However, the amount of
future gains, if any are indeterminable.

     Other operating income for the current quarter was $179
thousand, compared to $144 thousand for the same quarter of 1995.
Included in other operating income are fees from Bankcard
services, safe deposit box rentals, and other operating fees.
Other operating fees were slightly greater last year.

     Gains from security transactions involving available - for -
sale securities were $146 thousand for the current quarter,
compared to $2 thousand for the first quarter of 1995.  The Bank
recovered $138 thousand as gains from security transactions
during the first quarter of 1996 from Louisiana Agricultural
Finance Authority Bonds and Louisiana Housing Finance Authority
Bonds which were partially written off in accordance with
regulatory directives in May of 1992.  More specifics can be
found on the gains recognized from the Guaranteed Investment
Contracts in the discussion section entitled Non-performing
Assets.

Other Expenses

     Other expenses were $2.0 million for the first quarter of
1996 and same quarter of 1995.  Salaries and employee benefits
were $1.0 million for the current quarter compared to $981
thousand for the same of quarter of 1995.  Net occupancy expense
was $272 thousand for the current quarter, compared to $263
thousand for the first quarter of 1995.  Other operating expenses
were $752 thousand for the current quarter, and $876 for the
first quarter of 1995.

     Net other real estate expense (benefit) was $(2) thousand
for the current quarter.  This compares to $(115) thousand for
the first quarter of 1995.  Net other real estate and
repossession expense (benefit) is the difference between
operating expense of other real estate and repossessed assets
less the income generated by other real estate and the net gains
from the sale of other real estate and repossessed assets.
Management continues to convert these non performing assets to
investable funds at a value which it feels is beneficial to the
earnings of the Bank.

Applicable Income Taxes

     Applicable income taxes for the current quarter were $658
thousand compared to $377 thousand for the first quarter of 1995.
Effective tax rates are 33% and 24%, respectively.  The Bank
experienced a tax benefit during the first quarter of 1995 due to
the write off of certain doubtful loans which reduced the
effective tax position.  The Company's effective income tax
expense as a percentage of pretax income is different from
statutory rates due to tax-exempt interest income earned from
investments in state and municipal bonds.  Interest income from
state and municipal bonds is generally exempt from federal income
taxes.

Liquidity

     Liquidity management is the process of ensuring that the
Company's asset and liability structure is the proper mix to meet
the withdrawals of its' depositors, and to fund loan commitments
and other funding requirements.  Management's primary source of
funds is the Bank's core deposit base.  During the current
quarter, average core deposits were approximately $235.2 million
or 96% of total average deposits and 85% of total average assets.
For a comparison with prior period quarters see the table
entitled Deposit Structure.  Other sources of liquidity are

                                   14
<PAGE>
maturities in the investment portfolio and loan maturities and
repayments.  Management continually evaluates the maturities and
mix of its earning assets and interest-bearing liabilities to
monitor its ability to meet current and future obligations and to
achieve maximum net interest income.  Due to the stability of the
core deposit base as noted above and the maturities of the
investment portfolio, management does not anticipate any
difficulties in meeting the needs of its depositors nor the
ability to fund future loan commitments.

Interest Rate Sensitivity

     Interest rate risk is the measurement of risk exposure or
changes in net interest income and subsequently net income given
changes in the external interest rate markets.  This possible
risk exposure is produced by the different repricing intervals of
interest earning assets and interest bearing liabilities, given
changes in the mix of such assets and liabilities, and the growth
of such assets and liabilities.  One measurement of interest rate
risk is gap analysis.  The gap matches the repricing of interest
rate sensitive assets and liabilities for selective intervals.
GAP analysis, is a static measurement based on an individual
point in time.  This interest rate risk measurement process may
not indicate actual rate exposure given contractual maturities
and repricing period inconsistencies.  Management also measures
interest rate risk exposure by process of dynamic income
simulation.  The latter process measures possible levels of
exposure more accurately given the ability to better identify
contractual maturities and repricing periods.

     For gap analysis, a decay rate methodology is used to arrive
at the principal and interest cash flows used in the market value
calculations given FDIC regulatory guidelines as set forth in
FDICIA 305.  First, rate sensitive and non-rate sensitive
balances are separated.  Higher decay rates force rate sensitive
cash flows to occur within one year.  Decay rates are then input
for the non-rate sensitive funds.  These decay rates spread the
non-rate sensitive balances out as far as the FDIC regulatory
guidelines allow in FDICIA 305.  Decay rates assumptions
implemented are based on a flat rate environment and at
management's discretion.

     The Bank has established decay rate assumptions given data
collection over the last 10 or so years on MMDA, Savings
Accounts, Now Accounts, and Non-interest Bearing Accounts.  The
assumptions are based on account type sensitivity patterns given
the change in the Bank's benchmark for pricing and the change in
relationship each account type has to total deposits.  Decay
rates are updated at each modeling session if warranted by rate
changes in the market or changes in non-rate sensitivity patterns
given the account type.  The identification of the non-rate
sensitive portion of such accounts provides a more complete
picture of the actual core deposit base which may not reprice in
the same manner as the rate sensitive portion.

     The Interest Rate Sensitivity Table presents the Bank's
interest rate sensitivity position at March 31, 1996.  The table
indicates that the Company's interest bearing liabilities exceed
its earning assets out to the one year point in time suggesting a
decrease in net interest income in a flat rate environment.  This
may not be the case in reality given that mentioned above as it
pertains to GAP analysis.

     In May 1994 the Bank enhanced its interest rate management
tools by becoming a member of the Federal Home Loan Bank of
Dallas (FHLB).  The FHLB provides the Bank the ability to further
match the rates and maturities of its funding with those of
earning assets.  Also, the FHLB provides the Bank the ability to
offer long term, fixed rate loans to its customer base with
minimal additional interest rate risk exposure.

                                   15
<PAGE>
<TABLE>
<CAPTION>
Interest Rate Sensitivity Table
March 31, 1996
In thousands
                                   0-90    91-365   1 Year - Over 5    Non-            
                                   Days     Days    5 Years   Years  Sensitive  Total
<S>                              <C>      <C>      <C>      <C>     <C>      <C>
Assets
   Securities                     $48,880  $25,593  $55,238  $10,972        - $140,683
   Loans, Net of Unearned Income   17,912   22,750   44,952   20,069      303  105,986
   Federal Funds Sold               9,150        -        -        -        -    9,150
   Other Assets                       910        -        -        -   24,091   25,001
     Total Assets                 $76,852  $48,343 $100,190  $31,041  $24,394 $280,820
                                                                                      
Liabilities
   NOW and Super NOW Deposits      $4,422  $10,240     $749  $10,447        -  $25,858
   Insured Money Market Accounts    3,737   10,876   40,990        -        -   55,603
   Savings Deposits                 6,194   13,887    1,017   11,651        -   32,749
   Certificates of Deposits        21,904   49,575   14,860        -        -   86,339
   Noninterest Bearing Deposits    10,072   21,750     2068   13,465        -   47,355
   Other Liabilities                   12       34      205       94    1,672    2,017
   Stockholders' Equity                 -        -        -        -   30,899   30,899
   Total Liabilities and
       Stockholders' Equity       $46,341 $106,362  $59,889  $35,657  $32,571 $280,820

   Interest Rate Sensitivity Gap  $30,511 ($58,019) $40,301  ($4,616) ($8,177)       -
   Cumulative Interest Rate
     Sensitivity Gap              $30,511 ($27,508) $12,794   $8,178        -

   GAP / Assets                      10.9%   -20.7%    14.4%    -1.6%    -2.9%
      Cumulative GAP / Assets        10.9%    -9.8%     4.6%     2.9%     0.0%
</TABLE>

Financial Instruments

     In the normal course of business the Company enters into
agreements which, for accounting purposes, are considered off -
balance sheet activities.  These agreements are loans and lines
of credit commitments to customers to extend credit at specified
rates, duration, and purpose.  The commitments adhere to normal
lending policy, collateral requirements, and credit reviews.
Available loan commitments at March 31, 1996, were $10.4 million
and $6.8 million at March 31, 1995.  The Bank had letters of
credit of $791 thousand issued at March 31, 1996 compared to $332
thousand at March 31, 1995.  Additionally, the Bank has deposit
customers who have credit lines available to them through their
deposit accounts.  At March 31, 1996 the available portion of
these credit lines was $693 thousand compared to $502 thousand at
March 31, 1995.  These credit lines are immediately cancelable by
the Bank.  The credit lines provide a source of income to the
Bank through service fees charged and interest earned on balances
outstanding.  The credit lines are reviewed regularly and do not
pose a material credit risk to the Bank.  To date the Bank does
not have instruments outstanding that can be specifically
described as a financial guarantee which guarantees the
performance of a customer to a third party other than the
financial standby letters of credit described above.  The Bank
began issuing credit cards during the third quarter of 1992.  As
of March 31, 1996, the aggregate credit available was $2.8
million, and $2.2 million at March 31, 1995.  Applicants are
reviewed through normal lending policies and credit reviews.

     The Bank is not a party to financial instruments defined as
interest rate exchange agreements, financial futures, or
financial options.  Therefore, the Bank is not exposed to
interest rate risk in excess of the amount recognized in the
consolidated balance sheets as that risk may apply to interest
rate exchange agreements, financial futures, or financial
options.

                                   16
<PAGE>
Securities

     During December 1995, management had a one time opportunity
to reclassify Available for Sale and Held to Maturity securities
in the security portfolio.  Management reclassified securities
classified at the time as Held to Maturity to Available for Sale.
Therefore, the Bank's entire security portfolio is classified as
Available for Sale.

     Included in the category of Securities of Other US
Government Agencies at March 31, 1996 is $28.6 million par value
of structured notes, with an amortized cost of $28.6 million and
a fair value of $28.2 million, resulting in an unrealized loss in
the amount of $400 thousand.  The structured notes, which are
issued by US government sponsored agencies, are debt securities
whose cash flows are dependent on one or more indices in ways
that create interest rate risk.  The majority of the securities
held as structured notes are considered deleveraged bonds.  The
rate on these securities are a fraction of (40 - 50%) a certain
index (10 year CMT or Prime) plus a certain number of basis
points (60 - 170 basis points).  These securities are variable in
nature and reprice on a monthly, quarterly, or semi-annual basis.
However, the majority of the securities reprice quarterly.  The
prime related securities mature during the second quarter of
1996, while the 10 year CMT related securities mature during the
first and second quarter of 1998.  A fluctuation in interest
rates should in no way effect the principal balance of these
securities at maturity.  Management understands the risks
associated with these types of instruments and has the capability
to effectively monitor the notes activity.  Although classified
in the available for sale category, it is management's intention
to hold the structured notes until the notes mature at par value.
Based on the variable nature of said securities and the
securities percentage relationship to earning assets, a +/- 200
basis point interest rate shock and income simulation on the
security class showed minimal impact on earnings.  Further,
management is of the opinion that earning trends indicate the
ability to accept any adverse risk associated with the possible
sale of said securities should the decision to hold the
structured notes to maturity change.

Allowance for Loan Losses

     The allowance for loan losses was $3.3 million at March 31,
1996 or 3.0% of loans outstanding.  At March 31, 1995, the
allowance for loan losses was $2.9 million or 3.0% of loans
outstanding.  The allowance for loan losses account represents
amounts available for possible future losses based on modeling
and management's evaluation of the loan portfolio.  To ascertain
the potential losses in the portfolio, management reviews past
due loans on a monthly basis.  Additionally, the loan review
department performs an ongoing review of the loan portfolio.
Loans are reviewed for compliance to the Bank's lending policy
and the borrower's current financial condition and ability to
meet scheduled repayment terms.  Based on these functions and
management's knowledge of the Bank's borrowers, the allowance for
loan losses in management's judgment, is adequate to absorb
potential loan losses based on current review of the quality of
the loan portfolio.  The Bank has established the balances in
allowance for loan losses in order to accept any adverse loan
relationships which have the potential to occur.  As the Bank's
loan - to - deposit relationship continues to increase, so does
the potential to experience adverse loans at a rate uncommon to
the Bank's historical loan loss basis given, the smaller loan -
to - deposit relationships of the past.

Nonperforming Assets

     Nonperforming assets include nonaccrual and impaired loans
and other real estate.  Generally, loans are considered
nonaccrual when the interest becomes 90 days past due or when
there is uncertainty about the repayment of principal and
interest in accordance with the terms of the loans.  Nonaccrual
loans at March 31, 1996, were $303 thousand, compared to $244
thousand at March 31, 1995.  Loans past due 90 days and still
accruing at March 31, 1996 and 1995 were $804 thousand and $358
thousand, respectively.  For March 31, 1996 and 1995, nonaccrual
loans were .3% and .3% of gross loans outstanding and 9.2% and
8.4% of the allowance for loan losses, respectively.

     Impaired loans having recorded investments of $2.9 million
at March 31, 1996 have been recognized in conformity with SFAS No.
114 as amended by SFAS No. 118.  The total allowance for loan
losses related to these loans was $1.3 million at March 31, 1996.
Interest received on impaired loans amounted to $102 thousand at
March 31, 1996.

     Other real estate is properties held for sale acquired
though foreclosure or negotiated settlements of debt.  Other real
estate was insignificant at the close of the current and first
quarter of 1995.

                                   17
<PAGE>
     In the process of reviewing the loan portfolio, management
acknowledges certain potential problem loans which are not
classified as impaired, non-accrual, greater than 90 days
delinquent, or restructured.  Management does not feel that any
of these potential problem loans are reasonably likely to have or
will have a material effect on the Company's liquidity, capital
resources, or results of operations.

     The Bank also has approximately $480 thousand in par value
of Louisiana Agricultural Finance Authority Bonds and Louisiana
Housing Finance Authority Bonds with a book value of $1, on
nonaccrual status.  Under a directive from state regulatory
agencies the original $2.35 million in par value of the
Guaranteed Investment Contracts were placed on nonaccrual status
in May, 1992.  Due to the directive, the bonds were written down
to $.20 on the dollar or $470 thousand.  While management has
written down these bonds in accordance with regulatory policy as
mentioned above, management continues to feel that the fair value
was not representative of the potential liquidation value of
these bonds.  Management is of the opinion that the permanent
impairment of the bonds was not in excess of the prescribed
regulatory write downs.  A class action suit was filed on behalf
of the bondholders. In summary, the suit sought a determination
of the priority treatment the bondholders would receive under
California statutes in the liquidation of Executive Life
Insurance Company.  Under Priority 5 the Guaranteed Investment
Contracts (GICs), which support the municipal bonds, would be
treated as insurance policies and would have the same payout
ratio as other policies.  Under Priority 6, the GICs would have
the status of a general unsecured creditor.  On November 15,
1992, the Superior Court in California ruled the GICs were a
Priority 5.  As a result of pending litigation, continued
settlement proposals are taking place between the guarantors of
the bonds and the bondholders.  To date, the Bank has recovered
approximately $1.87 million as partial payments of the $2.35
million in original par value.  Of the $1.87 million, $1.4
million were recognized as gains on securities available for sale
since the original write down.  The remaining $470 thousand was
applied against the book value.  Of the $1.4 million in gains
recognized since the write down, $139 thousand was recognized in
1996, $440 thousand was recognized in 1995, and $822 thousand was
recognized prior to 1995.  The Bank continues to pursue the
collection of principal on these securities.  However, the amount
of any future fulfillment of these collection actions remain
uncertain.

Regulatory Matters

     The Bank is subject to various capital requirements
administered by the federal Banking agencies.  Failure to meet
minimum capital requirements can initiate certain mandatory - and
possibly discretionary - actions by regulators that, if
undertaken, could have a material effect on the Bank's financial
statements.  Various regulations require the Bank to meet
specific capital adequacy guidelines that involve quantitative
measures of the Bank's assets, liabilities, and certain off -
balance - sheet items as calculated under regulatory accounting
practices.  The Bank's capital classification is also subject to
qualitative judgments by the regulators about components, risk
weightings, and other factors.  Quantitative measures established
by regulation to ensure capital adequacy require the Bank to
maintain minimum amounts and ratios as set forth in the section
entitled Capital Adequacy below.

     Management is unaware, regulatory or otherwise, of any known
trends, events or uncertainties which are reasonably likely to
have or will have a material effect on the Company's liquidity,
capital resources, or results of operations.

Capital Adequacy

     The strength of a company is measured by the company's
capital, earnings history, asset quality, and management.
Capital can be increased by the retention of earnings and
issuance of equity stock.  Management feels the current trend of
earnings and dividend distribution is sufficient to maintain its
capital adequacy requirements.

                                   18
<PAGE>
     The Bank is required to maintain minimum amounts of capital
to total risk-weighted assets, as defined by the regulators.  The
guidelines require total capital of 8.00%, half of which must be
Tier 1 capital.  The computation of risk-weighted ratios follow
the transitional rule, which currently does not include the
unrealized gain (loss) on securities available for sale in Tier 1
capital.

     The leverage ratio consists of Tier 1 capital as a
percentage of average total assets.  The minimum leverage ratio
for all banks and bank holding companies is 3.00%.  This minimum
ratio is dependent upon the strength of the individual bank or
holding company and may be increased by regulatory authorities on
an individual basis.  The 3.00% minimum was established to make
certain that all banks have a minimum capital level to support
their assets, regardless of risk profile.  The regulators have
not yet established minimum leverage ratios for the Company.  As
shown in the table Capital Adequacy Ratios below, the Company's
ratios for the reporting periods exceed regulatory minimums.

<TABLE>
<CAPTION>
  Capital Adequacy Ratios
  In Thousands                                March 31,  December 31, March 31,
                                                 1996        1995        1995
 <S>                                            <C>         <C>         <C>
  Tier 1 Capital:
     Stockholders' Equity                        $29,232     $29,841     $26,645
  Tier 2 Capital:
     Allowance for Loan Losses                     1,635       1,615       1,394
        Total Capital                            $30,867     $31,456     $28,039

  Risk-Weighted Ratios:
     Tier 1 Capital                                 22.6%       23.4%       23.9%
     Total Capital                                  23.9%       24.7%       25.1%
  Leverage Ratio                                    10.5%       11.2%       10.5%
  Stockholders' Equity                              10.4%       11.0%       10.4%
  Regulatory Risk-Based Capitalization Requirements
                                                        Significantly Critically
                         Well    Adequaltely    Under       Under       Under
                     Capitalized Capitalized Capitalized Capitalized Capitalized
  Risk-Weighted Ratios:
     Tier 1 Capital          6.0%        4.0%     < 4.0%      < 3.0%
     Total Capital          10.0%        8.0%     < 8.0%      < 6.0%
  Leverage Ratio             5.0%        4.0%     < 4.0%      < 3.0%     <= 2.0%
                                                                        tangible
                                                                          equity
</TABLE>

     The Company's dividends are determined by its Board of
Directors.  The current policy is to maintain dividends at a
level which ensures that the Company is able to maintain
sufficient regulatory capital levels.  The Company's primary
source of funds is the dividend received from the Bank.  Under
current dividend limitations, the Bank could pay in dividends
without regulatory approval approximately $7.4 million.  The
Company carries no debt, therefore future liquidity needs are
limited to the payment of any declared dividends.  Should a
regulatory agency limit the Bank from paying dividends, the
Company maintains sufficient liquidity to maintain its
operations.

                                   19
<PAGE>
<TABLE>
<CAPTION>
AVERAGE BALANCE SHEETS AND INTEREST RATE ANALYSIS
for the quarterly periods ended March 31, 1996, December 31, 1995, and March 31, 1995
In thousands
                                                     First Quarter 1996      Fourth Quarter 1995     First Quarter 1995
                                                   AVERAGE  INCOME/ YIELD/ AVERAGE  INCOME/ YIELD/ AVERAGE  INCOME/ YIELD/
                                                   BALANCE  EXPENSE  RATE  BALANCE  EXPENSE  RATE  BALANCE  EXPENSE  RATE
<S>                                              <C>       <C>      <C>   <C>      <C>      <C>   <C>      <C>     <C>
Assets
   Interest Bearing Deposit Accounts                $2,449    $33.6  5.50%    $790    $11.3  5.67%    $257     $3.5  5.52%
   Federal Funds Sold and Securities
     Purchased under Resale Agreements              13,469    171.6  5.11%  10,143    146.7  5.74%   9,184    129.3  5.71%

   Securities:
     Taxable                                       122,656  1,800.9  5.89% 118,098  1,769.7  5.95% 117,858  1,698.4  5.84%
     Non-Taxable*                                   10,530    230.5  8.78%  11,142    245.5  8.74%  10,854    240.9  9.00%
   Loans - Net                                     107,824  2,660.0  9.90% 106,530  2,672.1  9.95%  96,241  2,246.7  9.47%
       Total Earning Assets                        256,927  4,896.6  7.65% 246,703  4,845.3  7.79% 234,394  4,318.8  7.47%
   Allowance for Loan Losses                        (3,258)                 (3,211)                 (2,895)
   Nonearning Assets                                22,465                  22,396                  22,621
       Total Assets                               $276,135                $265,888                $254,120

Liabilities and Stockholders' Equity
   NOW Accounts                                    $26,499   $143.6  2.17% $22,331   $120.4  2.14% $22,908   $128.0  2.27%
   Savings Accounts                                 32,103    202.2  2.53%  32,475    206.9  2.53%  31,442    194.4  2.51%
   Money Market Deposit Accounts                    56,090    391.1  2.80%  54,128    381.4  2.80%  60,813    436.5  2.91%
   Certificates of Deposits less than $100,000      75,258    934.2  4.98%  72,532    899.2  4.92%  65,805    670.5  4.13%
   Certificates of Deposits greater than $100,000   10,163    108.7  4.29%   8,800    102.9  4.64%   7,335     78.1  4.32%
      Total Interest Bearing Liabilities           200,113  1,779.8  3.57% 190,266  1,710.8  3.57% 188,303  1,507.5  3.25%
   Noninterest Bearing Deposits                     45,296                  46,004                  39,642
   Other Liabilities                                 1,412                   1,211                     708
   Stockholders' Equity                             29,314                  28,407                  25,467
      Total Liabilities and Stockholders' Equity  $276,135                $265,888                $254,120

Net Interest Income - Tax Equivalent Basis*                 3,116.8                 3,134.5                 2,811.3
Tax Equivalent Adjustment                                     (78.4)                  (83.5)                  (81.9)
    Net Interest Income                                    $3,038.4                $3,051.0                $2,729.4

Net Interest Income - Spread*                                        4.09%                   4.23%                   4.23%

Net Interest Income as a % of Total Earning Assets*                  4.87%                   5.04%                   4.86%
*Tax Equivalent Basis - 34% Rate for the periods dated
</TABLE>

                                   20
<PAGE>
<TABLE>
<CAPTION>
INTEREST DIFFERENTIALS
In thousands

                                                   First Quarter 1996      First Quarter 1996
                                                          vs                      vs
                                                  Fourth Quarter 1995     First Quarter 1995
                                                 Change due to    Total  Change due to    Total
                                                  Volume   Rate   Change  Volume   Rate   Change
<S>                                              <C>     <C>     <C>     <C>      <C>    <C>
Interest Earning Assets:
   Interest Bearing Deposit Accounts               $23.7   ($1.4)  $22.3   $29.9    $0.2   $30.1
   Federal Funds Sold                               48.1   (23.2)   24.9    60.3   (18.0)   42.3
   Securities:
      Taxable                                       68.3   (37.1)   31.2    69.1    33.4   102.5
      Non-Taxable*                                 (13.5)   (1.5)  (15.0)   (7.2)   (3.2)  (10.4)
   Loans                                            32.5   (44.6)  (12.1)  270.4   142.9   413.3
      Total Interest Income                        159.1  (107.8)   51.3   422.4   155.3   577.8

Interest Bearing Liabilities:
   NOW Accounts                                     22.5     0.7    23.2    20.1    (4.5)   15.6
   Savings Accounts                                 (2.4)   (2.3)   (4.7)    4.1     3.7     7.8
   Money Market Deposit Accounts                    13.8    (4.1)    9.7   (33.9)  (11.5)  (45.4)
   Certificates of Deposits less than $100,000      33.8     1.2    35.0    96.3   167.4   263.7
   Certificates of Deposits greater than $100,000   15.9   (10.1)    5.8    30.1     0.5    30.6
      Total Interest Expense                        83.6   (14.6)   69.0   116.7   155.6   272.3
   Increase (Decrease) in
      Interest Differential                        $75.5  ($93.2) ($17.7) $305.8   ($0.3) $305.5

*Tax Equivalent Basis - 34% Rate for the periods dated
</TABLE>

                                   21
<PAGE>
                             Part II

Item 1.  Legal Proceedings

     During the normal course of business, the Company is
involved in various legal proceedings.  In the opinion of
management and counsel, any liability resulting from such
proceedings would not have a material adverse effect on the
Company's financial statements.

Item 6.  Exhibits and Reports on Form 8-K

(b)  Reports on Form 8-K

     None

                                   22
<PAGE>
Management's Responsibility for Financial Reporting

     The management of One American Corp. and Subsidiaries is
responsible for the preparation of the financial statements,
related financial data and other information in this quarterly
report.  The financial statements are prepared in accordance with
generally accepted accounting principles and include some amounts
that are necessarily based on management's informed estimates and
judgments, with consideration given to materiality.  All
financial information contained in this quarterly report is
consistent with that in the financial statements.

     Management fulfills its responsibility for the integrity,
objectivity, consistency and fair presentation of the financial
statements and financial information through an accounting system
and related internal accounting controls that are designed to
provide reasonable assurance that assets are safeguarded and that
transactions are authorized and recorded in accordance with
established policies and procedures.  The concept of reasonable
assurance is based on the recognition that the cost of a system
of internal accounting controls should not exceed the related
benefits.  As an integral part of the system of internal
accounting controls, One American Corp. and Subsidiaries has a
professional staff who monitors compliance with and assess the
effectiveness of the system of internal accounting controls and
coordinate audit coverage with the independent public
accountants.

     The Audit Committee of the Board of Directors, composed
solely of outside directors, meets periodically with management,
and the independent public accountants to review matters relating
to financial reporting, internal accounting control and the
nature, extent and results of the audit effort.  The independent
public accountants have direct access to the Audit Committee with
or without management present.

     The financial statements as of December 31, 1995, were
examined by Hannis T. Bourgeois & Co., L. L. P. independent
public accounts, who rendered an independent professional opinion
on the financial statements prepared by management.  The
financial statements as of March 31, 1996, have not been reviewed
by Hannis T. Bourgeois & Co., L. L. P.

                                   23
<PAGE>
Signatures

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

One American Corp.
By:/s/ J.B. Falgoust
J. B. Falgoust, President

May 9, 1996
Date

                                   24
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1000
       
<S>                                        <C>
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-30-1996
<PERIOD-TYPE>                                    3-MOS
<CASH>                                           10903
<INT-BEARING-DEPOSITS>                             910
<FED-FUNDS-SOLD>                                  9150
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     140683
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                         109267
<ALLOWANCE>                                       3281
<TOTAL-ASSETS>                                  280820
<DEPOSITS>                                      247905
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                               2016
<LONG-TERM>                                          0
<COMMON>                                          7500
                                0
                                          0
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<TOTAL-LIABILITIES-AND-EQUITY>                  280820
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<INTEREST-TOTAL>                                  4818
<INTEREST-DEPOSIT>                                  34
<INTEREST-EXPENSE>                                1780
<INTEREST-INCOME-NET>                             3038
<LOAN-LOSSES>                                       30
<SECURITIES-GAINS>                                 146
<EXPENSE-OTHER>                                   2045
<INCOME-PRETAX>                                   1977
<INCOME-PRE-EXTRAORDINARY>                        1977
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1319
<EPS-PRIMARY>                                      .98
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<YIELD-ACTUAL>                                    7.65
<LOANS-NON>                                        303
<LOANS-PAST>                                       804
<LOANS-TROUBLED>                                  1853
<LOANS-PROBLEM>                                   1047
<ALLOWANCE-OPEN>                                  3273
<CHARGE-OFFS>                                       67
<RECOVERIES>                                        45
<ALLOWANCE-CLOSE>                                 3281
<ALLOWANCE-DOMESTIC>                              1300
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                           1981 
        

</TABLE>


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