UNITED SECURITY BANCSHARES INC
8-K/A, 1996-06-04
STATE COMMERCIAL BANKS
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                                        


                                FORM 8-K/A
                              CURRENT REPORT



                    Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934


Date of report (Date of earliest event reported):  May 31, 1996


                     UNITED SECURITY BANCSHARES, INC.
          (Exact name of registrant as specified in its charter)


 Alabama                                 0-14549             63-0843362
(State or other jurisdiction      (Commission File No.)    (IRS Employer
of incorporation)                                          Identification No.)


131 West Front Street
Post Office Box 249
Thomasville, Alabama                                36784
(Address of principal                            (Zip Code)
executive offices)



Registrant's telephone number, including area code:  (334) 636-5424



     Item 2.   Acquisition or Disposition of Assets.

     On May 31, 1996, United Security Bancshares, Inc., an Alabama corporation
(the "Registrant"), consummated the acquisition of all of the issued and
outstanding capital stock of Brent Banking Company, an Alabama banking
corporation ("Brent"), pursuant to an Agreement and Plan of Share Exchange, 
dated as of January 15, 1996, between the Registrant and Brent (the "Share 
Exchange Agreement").  In accordance with the Share Exchange Agreement, each 
share of the issued and outstanding capital stock of Brent is being exchanged 
for $1,762.50 per share in cash (the "Share Exchange"), representing an 
aggregate consideration of $7,050,000.00.  In addition, on May 31, 1996, 
immediately following the Share Exchange, Brent was merged with and into 
United Security Bank, an Alabama banking corporation and a wholly-owned 
subsidiary of USB ("USB-Bank"), pursuant to a Subsidiary Agreement and Plan 
of Merger, dated as of February 8, 1996, by and between USB-Bank and Brent 
(the "Subsidiary Merger Agreement").  

     The transaction was accounted for as a purchase.  


     Item 7.   Financial Statements and Exhibits.

     2(a) Agreement and Plan of Share Exchange, dated as of January 15, 1996,
          by and between United Security Bancshares, Inc. and Brent Banking
          Company (incorporated by reference to Exhibit 1 of the Registrant's
          report on Form 8-K dated January 15, 1996).

      (b) Subsidiary Agreement and Plan of Merger, dated as of February 8,
          1996, by and between United Security Bank and Brent Banking Company.

     99(a)     Unaudited Pro Forma Condensed Balance Sheet, Condensed Statements
               of Income and Notes Thereto.

     99(b)     Press Release, United Security Bancshares, Inc., dated May 31, 
               1996.







                                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 hereunto duly authorized.


                               UNITED SECURITY BANCSHARES, INC.


Date:  May 31, 1996          By:                                           
                             Jack M. Wainwright, III
                             Its President and Chief Executive Officer





                         SUBSIDIARY AGREEMENT AND
                              PLAN OF MERGER


          SUBSIDIARY AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as
of this 8th day of February, 1996, by and between United Security Bank, an
Alabama banking corporation (the "Bank") and a wholly owned subsidiary of United
Security Bancshares, Inc., an Alabama corporation ("USB"), and Brent Banking
Company, an Alabama banking corporation ("Brent").

                           W I T N E S S E T H:

          WHEREAS, Brent and USB have previously entered into that certain
Agreement and Plan of Share Exchange dated as of January 15, 1996 (the "Share
Exchange Agreement"), pursuant to which USB will acquire by operation of law all
of the issued and outstanding capital stock of Brent (the "Share Exchange");

          WHEREAS, the Boards of Directors of the Bank and Brent have approved,
and deem it advisable to consummate, the transactions provided for herein
pursuant to which Brent will merge with and into the Bank, subject to and
immediately following the consummation of the Share Exchange; and

          WHEREAS, the parties to this Agreement contemplate that the
transactions set forth herein shall qualify pursuant to Section 368 of the
Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement
constitutes a plan of reorganization pursuant to Section 368 of the Code.

          NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements set forth herein and in the Share Exchange Agreement,
the parties hereto agree as follows:


                                 ARTICLE I

                                THE MERGER

          1.1  Merger.  (a)  Subject to the provisions hereof, Brent shall be
merged with and into the Bank (the "Merger") under the charter of the Bank, and
the Bank shall be the surviving corporation (sometimes hereinafter referred to
as the "Corporation" when reference is made to it after the Effective Time of 
the Merger (as defined below)). The name of the surviving corporation shall be
United Security Bank, and the business of the Corporation shall be that of a
state banking corporation.  This business shall be conducted by the Corporation
at its main office, which shall be located in Thomasville, Alabama and at its
legally established branches.  The address of the main office and of such
branches existing as of the Effective Time of the Merger is set forth in Annex A
hereto.

               (b)  The Merger shall occur immediately following the
consummation of the Share Exchange (the "Effective Time of the Merger"), or at
such other date and time as Brent and the Bank may mutually designate.

          1.2  Effect of Merger.  At the Effective Time of the Merger, Brent
shall be merged with and into the Bank and the separate existence of Brent shall
cease.  All of the shares of capital stock of Brent issued and outstanding as of
the Effective Time of the Merger, and all rights in respect thereof, shall be
canceled.  The shares of capital stock of the Bank outstanding immediately prior
to consummation of the Merger shall constitute the only outstanding shares of
capital stock of the Corporation following consummation of the Merger.  

          1.3  Conveyance.  All assets of the Bank and Brent as they exist at
the Effective Time of the Merger shall pass to and vest in the Corporation
without any conveyance or other transfer.  The Corporation shall be responsible
for all the liabilities of every kind and description of each of Brent and the
Bank existing as of the Effective Time of the Merger.

          1.4  Board of Directors; Articles of Incorporation; Bylaws.  The
present Board of Directors of the Bank shall continue to serve as the Board of
Directors of the Corporation until the next annual meeting or until such time as
their successors have been elected and have qualified.  The number, names and
residence addresses, and the terms of the members of the Board of Directors, are
set forth in Annex B hereto.  Effective as of the time this Merger shall become
effective, the Articles of Incorporation and the Bylaws of the Corporation shall
be the Articles of Incorporation and Bylaws of the Bank as in effect immediately
prior to the Merger.

                                ARTICLE II

                              CAPITALIZATION

          2.1  Capitalization of the Bank.  As of the date hereof, the
authorized capital stock of the Bank consists of 25,000 shares of common stock,
par value $1.00 per share, all of which are issued and outstanding and none of
which is held in the treasury of the Bank.

          2.2. Capitalization of Brent.  As of the date hereof, the authorized
capital stock of Brent consists of 4,000 shares of common stock, par value
$100.00 per share, 4,000 shares of which are issued and outstanding and none of
which is held in the treasury of Brent.      


                                ARTICLE III

                                 COVENANTS

          3.1  Covenants of the Bank and Brent.  During the period from the
date of this Agreement and continuing until the Effective Time of the Merger,
each of the parties hereto agrees to observe and perform all agreements and
covenants in the Share Exchange Agreement that pertain or are applicable to the
Bank and Brent, respectively.  Each of the parties hereto agrees to use all
reasonable efforts to take, or cause to be taken, all action and to do, or cause
to be done, all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions contemplated by
this Agreement, subject to and in accordance with the applicable provisions of
the Share Exchange Agreement.

          3.2  Certain Indemnification of Brent.  USB and Brent have agreed
in the Share Exchange Agreement that USB and Bank have no obligation to
indemnify, defend or hold harmless Brent or any of its officers, directors,
employees or agents against any losses, expenses, claims, damages or liabilities
of any nature whatsoever. In order to consummate the Merger contemplated by this
Agreement immediately after the Share Exchange contemplated by the Share 
Exchange Agreement, USB has requested Brent to execute this Agreement, and 
Brent has determined to execute this Agreement, provided that USB provide the
indemnification described in this paragraph.  USB and Bank shall indemnify,
defend and hold harmless Brent, and its officers, directors, employees and 
agents (collectively, the "Indemnitees") from and against any and all claims, 
demands, actions, or causes of action, that are asserted against any Indemnitee 
by any person if the claim, demand, action, or cause of action: (i) is caused 
directly and solely by the execution of this Agreement by Brent (and not in any 
way related to, arising out of, or caused by the Share Exchange Agreement or the
transactions contemplated thereby);  and (ii) arises during the period between
the date of execution of this Agreement and the Effective Time of the Merger.

                                ARTICLE IV

                           CONDITIONS PRECEDENT

          4.1  Conditions to Each Party's Obligation to Effect the Merger. 
The respective obligations of each party to effect the Merger shall be subject
to the satisfaction prior to the Effective Time of the Merger of the following
conditions:

               (a)  Effective Time of the Share Exchange.  The Effective Time
(as defined in the Share Exchange Agreement) of the Share Exchange shall have
occurred.

               (b)  No Injunctions or Restraints; Illegality.  No temporary
restraining order, preliminary or permanent injunction or other order issued by
any court of competent jurisdiction or other legal restraint or prohibition
preventing the consummation of the Merger shall be in effect.  There shall not
be any action taken, or any statute, rule, regulation or order enacted, enforced
or deemed applicable to the Merger, which makes the consummation of the Merger
illegal as of the Effective Time of the Merger.

               (c)  Shareholder Approval.  The shareholders of Brent and the
sole shareholder of the Bank each shall have voted affirmatively to approve the
Merger by a vote of not less than a majority of the outstanding voting stock of
Brent and the Bank, respectively.

               (d)  Other Approvals.  All requisite regulatory approvals
relating to the Merger shall have been obtained and continue to be in full force
and effect, and all waiting and notice periods under applicable law shall have
expired.


                                 ARTICLE V

                         TERMINATION AND AMENDMENT

          5.1  Termination.  This Agreement shall be terminated immediately
and without any action on the part of the Bank or Brent upon any termination of
the Share Exchange Agreement.

          5.2  Effect of Termination.  In the event of termination of this
Agreement as provided in Section 5.1, this Agreement shall forthwith become void
and of no effect.

          5.3  Amendment.  This Agreement may be amended by the parties
hereto, by action taken or authorized by their respective Boards of Directors. 
This Agreement may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.

                                ARTICLE VI

                            GENERAL PROVISIONS

          6.1  Nonsurvival of Agreements.  None of the agreements in this
Agreement or in any instrument delivered pursuant to this Agreement, including,
without limitation, Section 3.2 hereof, shall survive the Effective Time of the
Merger.

          6.2  Notices.  All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally, telecopied 
(with confirmation) or mailed by registered or certified mail (return receipt
requested) to the Bank or Brent, respectively, at the addresses for notices to
USB or Brent, respectively, as set forth in the Share Exchange Agreement, with
copies to the persons referred to therein.

          6.3  Interpretation.  When a reference is made in this Agreement to
Sections, such reference shall be to a Section of this Agreement unless other-
wise indicated.  The headings contained in this Agreement are for reference 
purposes only and shall not affect in any way the meaning or interpretation of 
this Agreement.  Whenever the words "include," "includes" or "including" are 
used in this Agreement, they shall be deemed to be followed by the words 
"without limitation."

          6.4  Counterparts.  This Agreement may be executed in counterparts,
each of which shall be considered one and the same agreement and shall become
effective when each counterpart has been signed by each of the parties and
delivered to the other party, it being understood that each party need not sign
the same counterpart.

          6.5  Entire Agreement.  Except as otherwise set forth in the Share
Exchange Agreement, this Agreement (including the documents and the instruments
referred to herein) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof.  This Agreement shall be subject to the
terms and conditions of the Share Exchange Agreement.

          6.6  Assignment.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties 
hereto (whether by operation of law or otherwise) without the prior written 
consent of the other party.





                   [THIS SPACE LEFT BLANK INTENTIONALLY]






          IN WITNESS WHEREOF, the signatures and seals of the Bank and Brent
this ___ day of February 1996, each set by its president or a vice president and
attested to by its cashier or secretary, pursuant to a resolution of its board
of directors, acting by a majority:

                                     BRENT BANKING COMPANY


                             By                                         
 
                             Its                                  
ATTEST:

By                                           
Its                                  

(Seal of Bank)
                             

                                               
                             UNITED SECURITY BANK
                                               
                             

                                               
                             By                                         
  
                                  Its                                   
 

ATTEST:

                             By                                         

                             Its                                    

(Seal of Bank)
STATE OF ALABAMA        )
                        )   SS:
COUNTY OF ___________   )


         On this _____ day of February, 1996, before me, a notary public for
this state and county, personally came Jack M. Wainwright, III, as President and
Chief Executive Officer of United Security Bank and in his said capacity
acknowledged this instrument to be the act and deed of United Security Bank and
the seal affixed to it to be its seal.

         WITNESS my official seal and signature this day and year.


    
    
(Seal of Notary)             Notary Public
    My commission expires        
    


STATE OF ALABAMA        )
                        )   SS:
COUNTY OF ___________   )


         On this ______ day of February, 1996, before me, a notary public for
this state and county, personally came Willie Dunn, as President of Brent 
Banking Company, and in his said capacity acknowledged this instrument to be the
act and deed of Brent Banking Company and the seal affixed to it to be its seal.

         WITNESS my official seal and signature this day and year.


    
    
(Seal of Notary)             Notary Public 
    My commission expires                                                  








                                  ANNEX A

         BRANCH                                  ADDRESS


1.  Main Office                         131 West Front Street
                                        Post Office Box 249
    Clarke County                       Thomasville, AL  36784


2.  Highway 43                          Highway 43
                                        Post Office Box 249
    Clarke County                       Thomasville, AL  36784


3.  Fulton                              Highway 178
                                        Post Office Box 87
    Clarke County                       Fulton, AL  36446


4.  Grove Hill                          103 Main Street
                                        Post Office Box 185
    Clarke County                       Grove Hill, AL  36451


5.  Jackson                             1021 Coffeeville Road
                                        Post Office Box 116
    Clarke County                       Jackson, AL  36545


6.  Coffeeville                         Highway 84
                                        Post Office Box 98
    Clarke County                       Coffeeville, AL  36524


7.  Gilbertown                          Highway 17
                                        Post Office Box 185
    Choctaw County                      Gilbertown, AL  36908


8.  Butler                              305 South Mulberry Street
                                        Post Office Box 658
    Choctaw County                      Butler, AL  36904










                                 ANNEX B 

                                 DIRECTORS

1.  L. C. Boney, Jr.                    9.  J. C. Stanley       
    Route 2, Box 104                        113 Valley Road
    Gilbertown, AL  36908                   Thomasville, AL  36784

2.  Gerald P. Corgill                   10. Jack M. Wainwright, III
    Post Office Box 97                      Post Office Box 377
    Thomasville, AL  36784                  Fulton, AL  36446

3.  Roy G. Cowan                        11. Howard M. Whitted  
    1516 Sandpiper Lane                     Post Office Box 533     
    Unit 309                                Butler, AL  36904
    Gulf Shores, AL  36542              

4.  William G. Harrison
    712 Morningview Drive
    Thomasville, AL  36784

5.  Hardie B. Kimbrough
    805 Foster Avenue   
    Thomasville, AL  36784
                   
6.  James L. Miller     
    8166 Mossy Oak Drive
    Montgomery, AL  36117
                        
7.  Donald C. Nichols        
    Post Office Box 697      
    Thomasville, AL  36784   

8.  Harold H. Spinks
    Post Office Box 25
    Thomasville, AL  36784



           All Directors are elected to one-year terms in April.








<TABLE>
               ITEM 7 99(a). PRO FORMA FINANCIAL INFORMATION

                  UNAUDITED PRO FORMA COMBINING CONDENSED

                     STATEMENT OF FINANCIAL CONDITION

                              (In Thousands)

                                           At December 31, 1995
                        United     Brent                  Pro Forma
                      Security   Banking                 Adjustments  Pro Forma
                    Corporation       Co.    Combined   Debit   Credit  Combined

ASSETS:

<S>                    <C>        <C>         <C>        <C>     <C>     <C>
Cash & due from banks  $ 5,750    $1,195      $6,945                     $6,945
Securities             129,003    15,794     144,797             120(b) 137,627
                                                               7,050(a)
Federal funds sold         600     2,400       3,000                      3,000
Loans and discounts,net 54,981    16,047      71,028                     71,028
Less allowance for 
  possible loan loss      (778)     (318)     (1,096)                    (1,096)
     Net loans          54,203    15,729      69,932                     69,932

Premises and equipment   3,616       395       4,011     243(b)           4,254
Goodwill                     0         0           0   2,283(c)           2,283
Interest receivable      1,594         0       1,594                      1,594
Other assets             2,702       527       3,229      15(b)           3,244
     Total assets     $197,468   $36,040    $233,508                   $228,879


LIABILITIES & SHAREHOLDERS' EQUITY:

Liabilities:
  Deposits:
   Noninterest bearing  47,491   $11,350     $58,841                    $58,841
   Interest bearing     99,024    19,843     118,867                    118,867
     Total deposits    146,515    31,193     177,708                    177,708

  Borrowed funds        22,369         0      22,369                     22,369
  Other liabilities      3,354       169       3,523            122(d)    3,645
     Total liabilities 172,238    31,362     203,600                    203,722

SHAREHOLDERS' EQUITY:

  Common stock outstanding  22       400         422     400(e)              22
  Surplus                5,762       550       6,312     550(e)           5,762
  Net unrealized gain         
    (loss)on available for
    sale securities        616       (73)        543                        543
  Treasury stock at cost  (254)        0        (254)                      (254)
  Undivided profits     19,084     3,801      22,885   3,801(e)          19,084

     Total shareholders'
       equity           25,230     4,678      29,908                     25,157
     
     Total liabilities
       and equity     $197,468   $36,040    $233,508                   $228,879



Notes:
     a.   Consideration paid to the seller
     b.   Fair value adjustments
     c.   Goodwill
     d.   Net deferred tax liability on fair value adjustments plus accrued 
          professional fees
     e.   Elimination of acquired entity


</TABLE>



<TABLE>

                   ITEM 7 99(a). PRO FORMA FINANCIAL INFORMATION

                      UNAUDITED PRO FORMA CONDENSED COMBINING

                              STATEMENT OF OPERATIONS

                       (In thousands except per share data)

The following unaudited proforma condensed combined statement of operations of 
United Security and Brent has been prepared upon the historical results of 
operations of United Security and Brent for the year ended December 31, 1995.  
This unaudited pro forma presents the combined revenue and expenses of United 
Security and Brent as if Brent had been acquired at the beginning of the 
period indicated.  The unaudited pro forma condensed combined statement of 
operations and earnings per share presented below do not include any 
estimated cost savings of the benefits of related synergies as a result of 
the merger.



                                                    At December 31, 1995
                                United
                              Security     Brent        Pro Forma         Pro
                           Bancshares,   Banking      Adjustments         Forma
                                  Inc.       Co.     Debit   Credit     Combined

INTEREST INCOME:                   
   <S>                        <C>        <C>          <C>      <C>      <C>
   Interest and fees on loans $  5,528   $ 1,544                        $7,072
   Investment interest          10,639     1,215    $462(a)             11,392
     Total interest income      16,167     2,759                        18,464

INTEREST EXPENSE ON DEPOSITS     7,002     1,306                         8,308
     Net interest income         9,165     1,453                        10,156

PROVISION FOR LOAN LOSSES            0         0                             0
     Net interest income after 
       loan loss provision       9,165     1,453                        10,156
OTHER INCOME:
   Service charges and fees        816       138                           954
   Other (including net security 
     gains(losses))                295        29                           324
                                 1,111       167                         1,278

OTHER EXPENSES:
   Salaries & employee benefits  2,743       473                         3,216
   Occupancy & equipment expense   963       199      29(b)              1,191
   Other operating expenses      1,523       289     152(c)              1,964
                                 5,229       961                         6,371

     Income before income tax    5,047       659                         5,063

APPLICABLE INCOME TAXES          1,432       172               187(d)    1,417

     Net Income                 $3,615      $487                        $3,646


AVERAGE SHARES OUTSTANDING    2,137,960                              2,137,960

EARNINGS PER SHARE               1.69                                   1.71



Notes:
     a.  Reduction of interest income on the $7,050 paid to the seller
     b.  Amortization of the fixed asset fair value adjustment
     c.  Amortization of the goodwill over 15 years
     d.  Tax effect of the reduction in interest income and increased 
         depreciation noted in a. and b. above

</TABLE>



<TABLE>
                   ITEM 7 99(a). PRO FORMA FINANCIAL INFORMATION

                      UNAUDITED PRO FORMA COMBINING CONDENSED

                         STATEMENT OF FINANCIAL CONDITION

                                  (In Thousands)

                                           At March 31, 1996
                           United    Brent                 Pro Forma      Pro
                         Security  Banking                Adjustments    Forma
                      Corporation      Co.   Combined   Debit  Credit   Combined

ASSETS:

<S>                       <C>       <C>        <C>      <C>     <C>      <C>
Cash & due from banks     $6,626    $1,452     $8,078                    $8,078
Securities               140,023     9,354    149,377           120(b)  142,207
                                                              7,050(a)
Federal funds sold             0     9,700      9,700                     9,700
Loans and discounts,net   53,596    15,945     69,541                    69,541
Less allowance for 
  possible loan loss        (778)     (292)    (1,070)                   (1,070)
     Net loans            52,818    15,653     68,471                    68,471

Premises and equipment     3,514       365      3,879    243(b)           4,122
Goodwill                       0         0          0  2,345(c)           2,345
Interest receivable        1,379         0      1,379                     1,379
Other assets               2,737       465      3,202     15(b)           3,217
     Total assets       $207,097   $36,989   $244,086                  $239,519



LIABILITIES & SHAREHOLDERS' EQUITY:

Liabilities:
  Deposits:
    Noninterest bearing  $49,115    $4,001    $53,116                   $53,116
    Interest bearing     100,913    28,204    129,117                   129,117
     Total deposits      150,028    32,205    182,233                   182,233

  Borrowed funds          22,593         0     22,593                    22,593
  Other liabilities        8,411       178      8,589           122(d)    8,711
     Total liabilities   181,032    32,383    213,415                   213,537

SHAREHOLDERS' EQUITY:

  Common stock outstanding    22       400        422     400(e)             22
  Surplus                  5,762       550      6,312     550(e)          5,762
  Net unrealized gain(loss)        
    on available for sale
    securities               659       (83)       576                       576
  Treasury stock @ cost     (254)        0       (254)                     (254)
  Undivided profits       19,876     3,739     23,615   3,739(e)         19,876

     Total shareholders
       equity             26,065     4,606     30,671                    25,982

     Total liabilities 
       and equity       $207,097   $36,989   $244,086                  $239,519



Notes:
     a.   Consideration paid to the seller
     b.   Fair value adjustments
     c.   Goodwill
     d.   Net deferred tax liability on fair value adjustments plus accrued 
          professional fees
     e.   Elimination of acquired entity


</TABLE>



<TABLE>


                   ITEM 7 99(a). PRO FORMA FINANCIAL INFORMATION

                      UNAUDITED PRO FORMA CONDENSED COMBINING

                              STATEMENT OF OPERATIONS

                       (In thousands except per share data)

The following unaudited proforma condensed combined statement of operations of 
United Security and Brent has been prepared upon the historical results of 
operations of United Security and Brent for the three months ended March 31, 
1996.  This unaudited pro forma presents the combined revenue and expenses of 
United Security and Brent as if Brent had been acquired at the beginning of 
the period indicated.  The unaudited pro forma condensed combined statement of
operations and earnings per share presented below do not include any 
estimated cost savings of the benefits of related synergies as a result of 
the merger.



                                                At March 31, 1996
                              United
                            Security    Brent         Pro Forma
                         Bancshares,    Banking      Adjustments     Pro Forma
                                Inc.      Co.      Debit     Credit   Combined

INTEREST INCOME:                   
   <S>      <C>    <S>       <C>         <C>       <C>        <C>     <C>
   Interest & fees on loans  $ 1,283     $ 398                        $1,681
   Investment interest         2,960       275     115(a)              3,120
     Total interest income     4,243       673                         4,801

INTEREST EXPENSE ON DEPOSITS   1,792       335                         2,127
     Net interest income       2,451       338                         2,674

PROVISION FOR LOAN LOSSES          9         0                             9
     Net interest income after 
       loan loss provision     2,442       338                         2,665
OTHER INCOME:
   Service charges and fees      193        40                           233
   Other (including net security 
     gains(losses))              175     (132)                            43
                                 368      (92)                           276

OTHER EXPENSES:
   Salaries & employee benefits  722       118                           840
   Occupancy & equipment expense 237        62      7(b)                 306
   Other operating expenses      325        93     38(c)                 456
                               1,284       273                         1,602

     Income before income tax  1,526       (27)                        1,339

APPLICABLE INCOME TAXES          456        34             44(d)         446

     Net Income               $1,070      $(61)                         $893


AVERAGE SHARES OUTSTANDING 2,137,960                               2,137,960

EARNINGS PER SHARE               0.50                                   0.42



Notes:
     a.  Reduction of interest income on the $7,050 paid to the seller
     b.  Amortization of the fixed asset fair value adjustment
     c.  Amortization of the goodwill over 15 years
     d.  Tax effect of the reduction in interest income and increased 
         depreciation noted in a. and b. above
          
</TABLE>


     
     May 31, 1996, Thomasville, AL--United Security Bancshares, Inc. has
completed its acquisition of Brent Banking Company of Brent, Alabama.  Jack M.
Wainwright, III, President and Chief Executive Officer of United Security
Bancshares, Inc. and its banking subsidiary United Security Bank, said, "We
are delighted to have completed this transaction with Brent Banking Company. 
This acquisition gives us a presence in Bibb County, which expands our market
area.  We look forward to working with the customers and staff of Brent."  Mr.
Wainwright said that as a part of the transaction Brent Banking Company has
been merged into United Security Bank and the main office of Brent is now an
office of United Security Bank.

     United Security Bancshares, Inc. is a bank holding company with its
principal offices in Thomasville, Alabama, which operates one commercial
banking subsidiary, United Security Bank.  In addition to Brent, United
Security Bank has eight other banking offices located in Thomasville,
Coffeeville, Fulton, Gilbertown, Grove Hill, Butler and Jackson, Alabama, and
its market area includes portions of Clarke, Choctaw, Marengo, Sumter
Washington, and Wilcox Counties in Alabama, as well as Clarke, Lauderdale, and
Wayne Counties in Mississippi.  With the addition of Brent, United Security
Bancshares, Inc. now has total assets in excess of $225 million.


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