TECHE BANCSHARES INC
10-K, 1999-03-30
STATE COMMERCIAL BANKS
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                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC   20549

                              FORM 10-K

[X] Annual report pursuant to section 13 or 15(d) of the Securities 
   Exchange Act of 1934 (fee required)
            For the fiscal year ended December 31, 1998 
                                 or
[ ] Transition report pursuant to section 13 or 15(d) of the      
    Securities Exchange Act of 1934 (no fee required)

                Commission File Number    2-89561   

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

        Louisiana                            72-1008552           
 
(State of incorporation)      (I.R.S. Employer Identification No.)

        606 S. Main Street, St. Martinville, Louisiana  70582   
       (Address of principal executive offices)         (Zip code)

                            (318) 394-9726                      
        (Registrant's telephone number, including area code)


     SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                NONE

     SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:


                   Common Stock, $10.00 par value

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 by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Section 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.   [X]

State the aggregate market value of the voting stock held by
nonaffiliates of the Registrant:  (Total number of shares held by
nonaffiliated:  See Part II, item 5.)
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest practicable
date.

Common Stock, $10 par value, 27,925 shares outstanding as of
December 31, 1998



















































                 Documents Incorporated by Reference

Annual Report to Shareholders for the Year 
  Ended December 31, 1998                      Parts I, II and IV

Definitive Proxy Statement for the 1998 
  Annual Meeting of Shareholders                  Part IV         
 









































                              FORM 10-K

                       TECHE BANCSHARES, INC.
                               PART I




Item 1. Business

General -

    Teche Bancshares, Inc. (Company) was organized during 1984 for
the purpose of operating as a one bank holding company.  As a
result, Teche Bank and Trust Company (Bank) was acquired by Teche
Bancshares, Inc. in a business combination accounted for as a
pooling of interests.  Teche Bancshares, Inc.'s sole source of
income is derived from the earnings and dividends of its
subsidiary, Teche Bank & Trust Company.

    Teche Bank and Trust Company is a Louisiana chartered state
bank engaged in the general banking business since September 27,
1969.  The Bank's main office is located in the primary business
district of St. Martinville, Louisiana.  The Bank has two branches. 
One is located on the north side of town on the main thoroughfare. 
The other branch is in Coteau, Louisiana.  The population of both
areas is largely rural and the economy is based on agriculture,
textiles and tourism.

    The City of St. Martinville is located in the south central
part of Louisiana.  The Bank's primary market area, the City of St.
Martinville, had a population of 7,965 in 1990.  Its general market
area, St. Martin Parish, Louisiana, had a population of 40,214 and
has not experienced substantial population growth over the past
several years.

    The community of Coteau is located twelve miles south of St.
Martinville in Iberia Parish.  The primary market area of the
Coteau Branch is the six mile circular radius from the branch that
is within Iberia Parish.  The population of the primary market area
is approximately 6,450 people.  There are no banks or branches of
other financial institutions located within the primary market
area.  

Competition -

    There are two other banks and one savings and loan in the
Bank's primary market area.  Competition for loans and deposits is
intense among the financial institutions in the area.






    In the Bank's general market area there are five other banks
and two domestic savings and loan institutions aggressively
pursuing loans, deposits and other accounts.  Below is a list of
banks and savings institutions having offices in St. Martin Parish
with their total deposits as of December 31, 1998:

                 Bank                       Thousands of Dollars

Farmers-Merchants Bank and Trust                      $112,397
First Louisiana National Bank                           52,812
Iberia Bank                                             12,431    
MidSouth National Bank                                  30,081    
St. Martin Bank and Trust                               78,488    
Teche Bank and Trust Co.                                38,097
Teche Federal Savings Bank                              25,312    

  Total parish bank deposits                          $349,618    
                                                      ========    
 
Regulation -

    As a bank holding company, Teche Bancshares, Inc. is subject to
the Bank Holding Company Act of 1956, as amended (the "Act").  The
Act subjects Teche Bancshares, Inc. to supervision and regulation
by the Federal Reserve Board, which includes periodic examinations
and the obligation of Teche Bancshares, Inc. to file semi-annual
and annual reports with the Federal Reserve Board.  The Act
requires prior approval by the Federal Reserve Board for
acquisitions of more than 5 percent of the voting shares or
substantially all of the assets of any bank or bank holding
company.  The Act prohibits Teche Bancshares, Inc. from engaging in
any business other than banking or bank-related activities
specifically allowed by the Federal Reserve Board.  The Act also
prohibits Teche Bancshares, Inc. and its subsidiary from engaging
in certain tie-in arrangements in connection with the extension of
credit, the lease or sale of property or the provision of any
services.  Under Title VI of the Financial Institutions, Reform,
Recovery and Enforcement Act of 1989, the Act has been amended to
authorize bank holding companies to acquire savings and thrift
institutions without tandem operations restrictions.  Teche
Bancshares, Inc.'s one banking subsidiary ("The Bank") is subject
to a variety of regulations concerning the maintenance of reserves
against deposits, limitations on the rates that can be charged on
loans or paid on deposits, branching, restrictions on the nature
and amounts of loans and investments that can be made and limits on
daylight overdrafts.  The Bank is regulated by the Federal Deposit
Insurance Corporation.  

    The Bank is limited in the amount of dividends they may
declare.  Prior approval must be obtained from the appropriate
regulatory authorities before dividends can be paid by the Bank to
Teche Bancshares, Inc. if the amount of adjusted capital, surplus
and retained earnings are below defined regulatory limits.  The
Bank is also restricted from extending credit or making loans to or
investments in Teche Bancshares, Inc. and certain other affiliates
as defined in the Federal Reserve Act.  Furthermore, loans and
extensions of credit are subject to certain other collateral
requirements.

    The Federal Reserve Board has established guidelines with
respect to the maintenance of appropriate levels of capital by
registered bank holding companies and banks.

    "Primary capital" for this purpose includes common stock,
surplus, undivided profits, contingency and other capital reserves,
and the allowance for loan losses.  "Total capital" consists of
primary capital plus secondary capital, which includes certain
limited-life preferred stock and long-term debt that meets certain
maturity and preference ranking criteria.

    In January, 1989, the Federal Reserve Board issued risk-based
capital guidelines to assist in the assessment of the capital
adequacy of bank holding companies and banks.  These guidelines
include a new definition of capital and a framework for calculating
risk-weighted assets by assigning assets and off-balance sheet
items to broad risk categories.  The risk-based capital guidelines
also establish a schedule for achieving the minimum supervisory
standards and provide for transitional arrangements during a
phase-in-period (beginning year end 1990) to facilitate adoption
and implementation of the measure at the end of 1997.

    The table below indicates the Bank's capital measures at
December 31, 1998.  The bank meets the risk-based capital
guidelines at December 31, 1998 as follows:

                                              Regulatory    Bank's 
                                             Requirement    Capital


Risk-based capital ratios:
  Tier 1                                          4.0%      17.8% 
                                                 =====      ===== 
  Tier 2                                           - %       .9% 
                                                 =====      ===== 
  Total risk-based capital ratio                  8.0%      18.7%
                                                 =====      ===== 













Additional Financial Information -
Average Balance Sheets:
(in thousands)
                                           December 31,           
                                 1998          1997          1996 
              ASSETS            ------        -----         ------

Cash and due from banks        $ 1,794       $ 1,725       $ 1,641
Interest-bearing deposits 
  in banks                         135             0             0
Investments securities:
  U. S. Treasury securities         524           903        1,058
  Federal agency securities      20,001        17,465       16,301
  States and political 
    subdivisions                  1,218         1,026          420
  Other securities                  346           320           278
                                 ------        ------        ------
    Total investment securities  22,089        19,714        18,057

Federal funds sold                2,486           911         1,315
Loans, net of allowance 
  for losses                     15,038        13,365        11,269
Bank premises, and equipment        712           720           713
Accrued interest receivable         320           303           259
Other real estate owned             230           103            84
Other assets                        350           466           351
                              ---------     ---------     ---------
    Total assets                $43,154       $37,307       $33,688
                              =========     =========     =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Deposits -
    Demand                      $ 6,299       $ 5,709       $ 5,243
    NOW and MMDA accounts         6,465         6,511         5,119
    Savings                       3,718         3,434         3,227
    Time (100,000 and over)      10,177         7,440         6,400
    Other time                   10,504        10,443        10,430
                                 ------        ------        ------
           Total deposits        37,163        33,537        30,419
  Federal funds purchased             3            38            5
  Other borrowed funds            1,957             0            0
  Securities repurchased              0            26            57
  Accrued interest payable          158           141           134
  Notes payable - stockholders        0             0            94
  Other liabilities & 
    accrued expense                 507           564           281
                                 ------        ------        ------
     Total liabilities           39,788        34,306        30,990
                                 ------        ------        ------
Stockholders' equity:
  Common stock ($10 par value, 
    100,000 shares authorized, 
    28,125 shares issued 
    and outstanding)                281           281           281
  Surplus                         1,139         1,139         1,139
  Undivided profits               1,587         1,222           919
  Paid in capital                   380           380           380
    Total stockholders' equity    3,387         3,022         2,719
  Less:  Treasury stock, at cost    (21)          (21)         (21)
                               --------      --------      --------
    Net stockholders' equity      3,366         3,001         2,698
                               --------      --------      --------

     Total liabilities and 
       stockholders' equity     $43,154       $37,307       $33,688
                               ========      ========      ========








































Additional Financial Information (continued) -

Analysis of Net Interest Earnings Based on Average Amounts
Outstanding:
(in thousands)
                                           Year Ended December 31, 
                                  1998          1997           1996
Interest earning assets:
  Interest-bearing deposits, 
    in banks                      $135          $  0       $     0
  Interest earned on interest-
    bearing deposits                 9             0             0
  Yield on interest-bearing 
    deposits                       6.7%          0.0%           .0%
                                 ======        ======        ======

  U. S. Treasury and federal agency
    securities                  $20,524       $18,368       $17,359
  Interest earned on U. S. Treasury
    and federal agency securities 1,190         1,182         1,098
  Yield on U. S. Treasury and
    federal agency securities      5.8%          6.4%          6.3%
                                 ======        ======        ======

  Obligations of states and political
    subdivisions                 $1,218          $1,026        $420
  Interest earned on obligations of
    states and political 
    subdivisions                     53              45          17
  Yield on obligations of states and
    political subdivisions          4.5%          4.4%         4.1%
                                  ======        ======       ======

  Other securities                 $346          $320         $278
  Interest/dividends earned 
    on other securities              15            15            5 
  Yield on other securities         4.3%         4.5%          1.9%
                                  ======       ======        ======

  Federal funds sold            $ 2,486       $   911        $1,315
  Interest earned on 
    federal funds sold              132            48            69
  Yield on federal funds sold       5.3%         5.3%          5.3%
                                  ======       ======        ======

  Net loans                      $15,038      $13,365       $11,269
  Interest and fees 
    earned on net loans            1,483        1,322         1,161
  Yield on net loans                9.9%         9.9%         10.3%
                                  ======       ======        ======

  Total interest earning assets  $39,748       $33,990      $30,641
    Interest earned on total 
      interest-earning assets      2,883         2,612        2,351
    Yield on total interest-earning                               
       assets                       7.3%         7.7%          7.7% 
                                  ======        ======       ======

Interest bearing liabilities:
  NOW and MMDA accounts           $6,465       $ 6,511       $5,119
  Interest paid on NOW AND MMDA 
    accounts                         141           147          115
  Average rate on NOW AND MMDA 
    accounts                        2.3%          2.3%         2.2%
                                  ======        ======       ======











































Additional Financial Information (continued) -

Analysis of Net Interest Earnings Based on Average Amounts
Outstanding (continued):
(in thousands)
                                          Year Ended December 31,
                                    1998          1997         1996

  Savings                        $ 3,718       $ 3,434       $3,227
  Interest paid on savings            74            68           64
  Average rate paid on savings      2.0%          2.0%         2.0%
                                  ======        ======       ======

  Time deposits - $100,000 
    and over                     $10,177       $ 7,440      $ 6,400
  Interest paid on time deposits, 
    $100,000 and over                525           387          330
  Average rate paid on time deposits,
    $100,000 and over               5.2%          5.2%         5.2%
                                  ======        ======       ======

  Other time deposits            $10,503       $10,443      $10,430
  Interest paid on other time 
    deposits                         530           526          519
  Average rate paid on other time
    deposits                        5.0%          5.0%         5.0%
                                  ======        ======       ======

  Federal funds purchase           $  3          $ 38          $ 5
  Interest paid on federal funds
    purchased                         -             3            -
  Average rate paid on federal funds
    purchased                       7.6%          6.9%         5.5%
                                  ======        ======       ======

 Other borrowed funds              $1,956        $  -         $  -
  Interest paid on other borrowed
   funds                              114           -            -
 Average rate paid on other
  borrowed funds                      5.8%        0.0%         0.0%
                                   ======       ======       ======

  Securities repurchased           $   -          $ 26         $ 56
  Interest paid on securities 
    repurchased                        -              2          3 
  Average rate paid on securities
    repurchased                     0.0%          6.5%         5.8%
                                  ======        ======       ======

  Notes payable - stockholders     $   -         $  -        $  94
  Interest paid on notes payable -
    stockholders                       -             -           5
  

 Average rate paid on notes 
    payable - stockholders          0.0%          0.0%         4.9%
                                  ======        ======       ======

      Total interest bearing 
        liabilities              $32,823      $27,891       25,332
      Interest paid on total interest 
        bearing liabilities        1,384        1,132        1,036
      Average rate on total interest
        bearing liabilities         4.2%         4.1%         4.1%
                                  ======       ======       ======

      Net yield on interest-earning 
        assets (net interest-
        earnings divided by total 
        interest-earning assets     3.8%         4.3%        4.3%
                                  ======       ======      ====== 






































Changes in Interest Income and Expenses -

     The following table shows, for the periods indicated, the
change in interest income and interest expense for each major
component of interest-earning assets and interest-bearing
liabilities attributable to (i) changes in volume (change in volume
multiplied by old rate), (ii) changes in rates (change in rate
multiplied by old volume) and (iii) changes in rate/volume (change
in rate multiplied by the change in volume).  The change in
interest income or expense attributable to the combination of rate
variance and volume variance is included in the table, but such
amount has also been allocated between, and included in the amounts
shown as, changes due to rate and changes due to volume.  The
allocation of the change due to rate/volume variance was made in
proportion to the amounts due solely to rate variance and solely to
volume variance, which amounts are not included in the table. 
Balances of non-accrual loans and related income recognized have
been included for computational purposes.  Yields of tax exempt
securities have not been computed on a tax equivalent basis.

                     Year Ended December 31,                      
                     (dollars in thousands)

                                           1995 v. 1996          
                                      Increase (Decrease) Due to  
                                 Volume   Rate  Rate/Volume  Total

Interest earnings assets:
  Increase (decrease) -
    Interest bearing deposits 
      in banks                     (27)       (27)   27       (27) 
    U. S. Treasury & Federal 
      Agency Sec.                  176        (29)   (5)       142 
    State and political 
      subdivisions                   -          -     -         - 
    Federal Funds sold             (21)        (8)    2       (27) 
    Net loans                       49        (22)   (1)       26 
      Total interest earning 
        assets                     177        (86)    23       114 

Interest-bearing liabilities:
  Increase (decrease) -
    NOW and MMDA accounts            3        (5)     -        (2) 
    Savings                          1         -      -         1 
    Time deposits, $100,000 
      and over                      48         -      -        48 
    Other time deposits             35         29     2        66 
    Federal funds purchased          -         -      -         -
    Securities repurchased           2         -      -         2 
    Notes payable - stockholder     (9)        -      -        (9) 
      Total interest-bearing 
        liabilities                 80         24     2       106 

      Increase (decrease) in net 
        interest income             97       (110)   21         8 
                                  =====      =====  =====    =====

                                           1996 v. 1997          
                                      Increase (Decrease) Due to  
                                 Volume   Rate  Rate/Volume  Total

Interest earnings assets:
  Increase (decrease) -
    Interest bearing deposits 
      in banks                      -           -     -         - 
    U. S. Treasury & Federal 
      Agency Sec.                   64         17     1         82 
    State and political 
      subdivisions                   -         18    27         45 
    Federal Funds sold             (21)         -     -        (21)
    Net loans                      216        (45)   (8)       163 
      Total interest earning 
        assets                     259        (10)   20        269 

Interest-bearing liabilities:
  Increase (decrease) -
    NOW and MMDA accounts           31         5      1        37 
    Savings                          4         -      -         4 
    Time deposits, $100,000 
      and over                      54         -      -        54 
    Other time deposits              1         -      -         1 
    Federal funds purchased          3         -     (1)        2
    Securities repurchased          (2)        1      -        (1) 
    Notes payable - stockholder     (5)       (5)     5        (5) 
      Total interest-bearing 
        liabilities                 86         1      5        92 
      Increase (decrease) in net 
        interest income            173       (11)    15       177 
                                  =====      ====  =====    =====


                                           1997 v. 1998          
                                      Increase (Decrease) Due to  
                                 Volume   Rate  Rate/Volume  Total

Interest earnings assets:
  Increase (decrease) -
    Interest bearing deposits 
      in banks                        -         -     9         9 
    U. S. Treasury & Federal 
      Agency Sec.                   138      (110)  (13)       15 
    State and political 
      subdivisions                   8          1     -         9 
    Federal Funds sold              83          -     -        83 
    Net loans                      166          -     -       166 
      Total interest earning 
        assets                     395      (109)    (4)      282 

Interest-bearing liabilities:
  Increase (decrease) -
    NOW and MMDA accounts           (1)       (7)     -        (8) 
    Savings                          6         -      -         6 

    Time deposits, $100,000 
      and over                      142         -     -       142 
    Other time deposits               3         -     -         3 
    Federal funds purchased         (2)         -     -        (2) 
    Securities repurchased          (2)        (2)    2        (2) 
    Notes payable - stockholder      -          -     -         - 
      Total interest-bearing 
        liabilities                 146        (9)     2       139 

      Increase (decrease) in net 
        interest income             249      (100)    (6)      143 
                                  =====      =====  =====    =====






































Interest Sensitivity -

    The Company's policy for interest-rate sensitivity management
is to control the exposure of net interest income to interest rate
movements.  The relationship or gap between repricing dates of
interest-earning assets and interest-bearing liabilities must be
actively monitored and flexible enough to take advantage of
changes in market rates.  The Company follows such a policy and
responds to market change by adjusting the structure of the assets
and liabilities repricing within comparable time intervals.  This
enables the Company to respond to the volatility of interest rates,
and thereby capitalize on profit opportunities while minimizing
adverse changes in earnings.

    The following table reflects the year-end position (in
thousands) of the Company's interest-earning assets and
interest-bearing liabilities which can either reprice or mature
within the designated time periods.  The interest sensitivity gaps
can vary day-to-day and are not necessarily a reflection of the
future.  In addition, certain assets and liabilities within the
same designated time period may nonetheless reprice at different
times and at different levels.

                           After 1                              
                   Within  Year But  After 5  Non-interest       
                   1 year  Within 5   Years     Earnings    Total 

                 ASSETS

Cash and due 
  from banks        $  -     $  -      $ -      $ 1,574    $ 1,574
Int. Bearing deposits
 in banks               74      -        -           -          74
Securities available 
  for sale           3,705    9,408     5,220        -      18,334
Securities held 
  to maturity        3,785    1,475       324        -       5,583
Other securities       -        -        -          354        354
Federal funds sold   1,500      -        -           -       1,500
Loans                5,959    5,234     5,150        11     16,354
Other assets           -        -         -       1,510      1,510
                 -------   -------   ------     -------    -------
    Total assets $ 15,023   $16,117  $10,694     $3,449    $45,283
                 =======   =======   ======     =======    =======

   LIABILITIES AND STOCKHOLDER'S EQUITY 

Demand deposits     $  -     $  -       $ -     $ 6,795    $ 6,795
Interest-bearing deposits:
  NOW and MMDA's    2,024    4,720        -          -       6,744
  Savings           1,078    2,515        -          -       3,593
  Time, $100,000 
    and over        9,208    1,131        -          -      10,339
  Other time        8,598    2,028        -          -      10,626

  Other borrowed
   funds              119      552       2,589       -       3,260
  Other liabilities     -       -         -         348        348
  Stockholder's equity  -       -         -       3,578      3,578

                  -------  -------     ------   -------    -------
    Total liabilities and 
      stockholder's 
      equity      $21,027  $10,946      $2,589  $10,721    $45,283
                  =======  =======     ======   =======    =======
Interest rate 
  sensitivity gap $(6,004) $ 5,171      $8,105  $(7,272)
                   ======= =======     ======    =======










































Investment Portfolio -

     The following table indicates the composition of the Company's
investments (in thousands) at December 31, 1998, 1997 and 1996 and
shows the maturity distribution by carrying amount and yield (not
on a taxable equivalent basis) of the Company's investment
portfolio at December 31:  
                                      1998               
                       Amortized  Unrealized  Unrealized   Fair
                         Cost       Gains       Losses     Value

Securities available for sale:
  U.S. Government and 
    Agency Securities   $ 2,399      $ 17        $ -    $  2,416
  Mortgage-backed 
    securities           15,771       152         (5)     15,918  
                         ------       ---        ----     ------  
      Totals             18,170       169         (5)     18,334


Securities held to maturity:
  U.S. Government 
    and Agency 
    Securities              206        -           -         206 
  State and Municipal 
    Securities            1,273         27         -       1,300 
Mortgage-backed 
    Securities            4,104          7         -       4,111
                        -------      ---        ----      ------  
      Totals              5,583         34         -       5,617


Other Securities            354        -           -         354
                        -------      ---        ----      ------  
    Totals                  354        -           -         354
 
      Total securities  $24,107      $203         $ (5)  $24,305
                        =========    ====        =====   ========

                                      1997               
                       Amortized  Unrealized  Unrealized   Fair
                         Cost       Gains       Losses     Value

Securities available for sale:
  U.S. Government and 
    Agency Securities   $ 3,322      $ 35        $ (1)    $ 3,356
  Mortgage-backed 
    securities           11,258       154         (10)     11,402 
                         -------      ---        ----      ------ 

      Totals             14,580       189         (11)     14,758



Investment Portfolio (Continued) - 
(in thousands)

Securities held to maturity:
  U.S. Government 
    and Agency 
    Securities              383       -           -          383 
  State and Municipal 
    Securities            1,176       18           -       1,194
  Mortgage-backed 
    Securities            2,918       16         (13)      2,921
                        -------      ---        ----      ------  
      Totals              4,477       34         (13)      4,498


Other Securities            343        -           -         343
                        -------      ---        ----      ------  
    Totals                  343        -           -         343
 
      Total securities   $19,400     $223       $(24)    $19,599
                        =========    ====       =====    =======

                                      1996               
                       Amortized  Unrealized  Unrealized   Fair
                         Cost       Gains       Losses     Value

Securities available for sale:
  U.S. Government and 
    Agency Securities   $ 1,194      $ 2        $ (2)    $ 1,194
  Mortgage-backed 
    securities           12,654       95         (29)     12,720  
                        -------      ---        ----      ------  
      Totals             13,848       97         (31)     13,914


Securities held to maturity:
  U.S. Government 
    and Agency 
    Securities              687        1          (1)        687 
  State and Municipal 
    Securities              538        1          (1)        538
  Mortgage-backed 
    Securities            3,535       19         (20)      3,534
                        -------      ---        ----      ------  
      Totals              4,760       21         (22)      4,759


Other Securities            286        -           -         286
                        -------      ---        ----      ------  
    Totals                  286        -           -         286
 
      Total securities   $18,894     $118        $(53)   $18,959
                        =========    ====        =====   ========


Investment Portfolio (Continued) - 

                                        1998                   
                                Due After     Due After
                       Due in    One Year     Five Years          
                       One Year  But Before   But Before  Due After
                       or Less  Five Years    Ten Years   Ten Years 
  

Securities available for sale:
  U.S. Government and 
    Agency Securities   $    -     $ 2,416      $ 375      $   -  
  Mortgage-backed 
    securities           2,748      10,504        864       1,427
                        ------      -----       -----      ----- 
      Totals             2,748      12,920      1,239       1,427 


Securities to be held to maturity:
  U.S. Government and 
    Agency Securities      206         -           -          -   
  State and municipal 
    securities             200         793        280         -
  Mortgage-backed 
    securities           3,471         588          -          45
                        ------      -----       -----      ----- 
      Totals             3,877       1,381        280          45

Other securities             -          -           -         354

  Total                 $6,625    $ 14,301     $1,519      $1,826
                        =======    =======     =======     ======

Weighted Average Yield

Securities available for sale:
  U.S. Government and 
    Agency Securities      0.0%        6.0%          6.6%     0.0% 
                          ======      ======       ======   ===== 
  
  Mortgage-backed 
    securities             6.0%        6.7%          6.6%     6.3%
                          ======      ======       ======    =====

Securities to be held to maturity:
  U.S. Government and 
  Agency Securities           -         -           -          -  
                         ======      ======       ======    ====== 
        
  State and municipal 
    securities             4.0%        4.5%          4.2%       - 
                          ======      ======       ======    ====== 
  
 Mortgage-backed 
   securities              7.1 %       7.1%           -        1.0% 
                          ======      ======       ======    ======

Other securities            -           -            -         4.3%
                          ======      ======       ======    ======

Yields on tax exempt obligations have not yet been computed on a
tax-equivalent basis.














































Loan Portfolio Information -


Types of Loans:          1998     1997     1996     1995     1994

Real estate loans     $ 7,032  $ 8,474  $ 7,292   $ 5,858  $ 6,710
Commercial and 
  industrial loans      7,128    2,560    2,630     2,412    1,779
Personal and 
  consumer loans        2,381    2,897    3,006     2,702    2,679
All other loans            33       12       27        24       39
                       ------   ------    -----     -----    -----
  Totals               16,574   13,943   12,955    10,996   11,207
Less: Unearned income     (47)     (65)     (88)      (62)     (59)
      Allowance for 
        loan losses      (173)    (171)    (158)     (161)    (180)
                       ------   ------    -----     -----    -----
         Net loans    $16,354  $13,707  $12,709   $10,773  $10,968
                      =======  =======  =======   =======  =======

Maturities and Sensitivities of Loans to Changes in Interest Rates
(in thousands)
                                    
                        Repricing  Repricing  Repricing  Repricing
                          in one   After one  After five  After
                         Year or   But Before but Before   Ten    
                1998      less     five Years     Ten     Years  

Real estate    $7,032    $   747     $1,895      $2,508     $1,882
Commercial and 
  industrial    7,128      4,177      2,205         675         71
Personal and 
  consumer      2,381      1,233      1,134          14          -
All other          33         33          -           -          - 
              --------  --------    -------      ------    ------
    Totals    $16,574    $ 6,190     $5,234      $3,197     $1,953
             ========   ========    =======      ======     ======

All loans due after one year are at predetermined interest rates.
                                                       















Non-accrual, Past Due, Restructured and Impaired Loans:
(in thousands)
                                       December 31,   December 31,
                                          1998           1997    

Non-accrual loans                         $ 11           $ 25 
                                          =====          =====  
Restructured loans                        $ -            $  -  
                                          =====          =====  
Impaired loans                            $ -            $  -
                                          =====          =====
Accruing loans past due 90 days or more
  at year end                             $ 49           $ 42  
                                          =====          =====  

        The Bank's policy is to place loans on non-accrual whenever
it appears that interest will not be collected.  Management's list
of potential problem loans indicated a principal balance of
$223,904 as of December 31, 1998.

        At December 31, 1998, management believes that potential
problem loans with credit problems have been adequately reserved
for in the allowance for loan loss accounts.

        The Bank has taken an aggressive approach to consumer
lending yet management is still very conservative in making credit
decisions.  Management feels that by increasing the Bank's consumer
loan base, it can spread risk in the loan portfolio and increase
loan demand and profit margin at the same time.

Summary of Loan Loss Experience:
                                                   December 31,   
                                                 1998       1997  
Balance, beginning of year                      $ 171      $ 158

Provision added to operations                       -         10
                                                  ---        ---
Charge-offs:
  Installment loans                                 -          2
  Commercial loans                                 11          1  
                                                  ---        --- 
    Total Charge off's                             11          3
Recoveries: 
  Installment loans                                 5          1
  Commercial loans                                  8          5
                                                  ---        --- 
    Total Recoveries                               13          6

Net allowance activity                              2         13
 
Balance, end of year                            $ 173      $ 171
                                                =====      =====
Ratio of allowance activity during the period
  to average loans outstanding during the
  period                                         .01%        .10%
                                                =====       =====

     In determining the adjustments charged in operations,
management considered the overall risk of loan losses in its loan
portfolio, as well as considering the potential losses that might
be incurred on specific loans.  

     Management does not allocate its allowance for loan loss by
asset category; however, in determining the balance of the
allowance for loan loss account, management considers the various
risks inherent with the Bank's loan portfolio, as well as specific
risk of certain loans.  The allowance for loan losses is
established through a provision for loan losses charged to
expenses.  Loans are charged against the allowance for loan losses
when management believes that the collectibility of the principal
is unlikely.  The allowance is an amount that management believes
will be adequate to absorb possible losses on existing loans
that may become uncollectible, based on evaluations of the
collectibility of loans and prior loan loss experience.  The
evaluations take into consideration such factors as changes in the
nature and volume of the loan portfolio, overall portfolio
quality, review of specific problem loans and current economic
conditions that may affect the borrower's ability to pay.

     Management approximates that the amount of charge-offs during
the next full year of operation will be as follows:

                         (in thousands)
     Real estate loans                       $    -
     Commercial & industrial                      -
     Personal & consumer                          3
     All other loans                              -
                                             ------    
     Total                                   $    3    
                                             ======


Deposits -

        See analysis of net interest earnings for average deposits
and average rate paid.  Non-interest bearing demand deposits have
not been included in the net interest earnings, because they do not
pay interest.  Therefore, the average interest rate paid would be
zero.  The average balances for the past three years can be found
on the average balance sheets.








Maturities of Time Certificates over $100,000 or More:

              December   Three    Over Three  Over Six   Over 
                 31,     Months    Through    Through   Twelve    
                1998     or less     Six       Twelve   Months

Time Certificates 
  - $100,000
     or more  $10,339     $3,016    $2,222      $3,970     $1,131 
               ======     ======    ======      ======     ======


Return on Average Equity and Assets -


                         December 31,   December 31,   December 31,
                              1998           1997           1996  
 
Return on average assets      0.9%           1.0%           1.0%  
                             =====          =====          =====  

Return on average equity     11.4%          11.9%          12.1%  
                             =====          =====          =====  
 
Dividend payout ratio        10.8%          11.6%          11.6%  
                             =====          =====          =====  
 
Equity to asset ratio         7.8%           8.4%           8.0%  
                             =====          =====          =====  
 
Capital adequacy ratio        8.3%           9.1%           8.4%  
                             =====          =====          =====  

Item 2. Properties

    The main banking house is made of concrete and brick and has
3,200 square feet of working area.  The main banking house and
concrete parking lot are situated on three adjoining pieces of
property on the outskirts of St. Martinville, Louisiana. 
The Bank also owns a piece of property on the outskirts of St.
Martinville, Louisiana, on which they have a branch made of
concrete and brick which has 1,660 square feet of working area. 
The Coteau Branch is constructed of brick with 1,170
square feet of working area.  None of these properties carry a
mortgage.  


Item 3. Legal Proceedings

    The Company is not involved in any legal actions.

Item 4. Submission of Matters to a Vote of Security Holders

    There were no matters submitted to a vote of security holders,
through the solicitation of proxies or otherwise during the fourth
quarter for calendar year ended December 31, 1998.


                              FORM 10-K

                       TECHE BANCSHARES, INC.
                               PART II

Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters

    Teche Bancshares, Inc.'s stock is not listed on any security
exchange, and is not registered with the National Association of
Security Dealers.  Due to the lack of an active trading market, the
Company does not have available information to furnish the high and
low sales price on the range of bid and asked quotations for
its stock.  However, based upon stock sales during the fourth
quarter of 1998, it is believed that the stock of the Company
trades for approximately $80.00 per share.  There can be no
assurance that the limited inquiries adequately reflect the high
and low bids on prices for the Holding Company's stock.

    At December 31, 1998, Teche Bancshares, Inc. had approximately
371 stockholders.

    Teche Bancshares, Inc. paid a dividend of $1.50 per share in
1998 and 1997. In 1996, the bank paid $1.35 per share. Future
dividends paid by the Holding Company will depend upon the Bank's
ability to pay dividends, which is restricted by applicable federal
and state statutes.  

    Teche Bank & Trust Company is a Louisiana state banking
corporation.  Applicable Louisiana law prohibits a state bank from
paying a dividend if its surplus remaining after payment of the
dividend would be less than half the aggregate par value of its
outstanding stock.  In addition, a state bank is required
to obtain the prior approval of the Louisiana Commissioner of
Financial Institutions before declaring or paying a dividend in a
given year if the total of all dividends declared and paid by the
state bank during the year would exceed the total of its
net profit for that year combined with the net profit from the
immediately preceding year.











Item 6. Selected Financial Data
(in thousands except per share)

                1998       1997       1996       1995       1994  

Investment
  securities  $24,271   $19,578    $18,961    $17,474    $15,368 

Loans          16,354    13,707     12,709     10,773     10,968 

Deposits       38,097    33,721     32,375     30,516     29,165 

Stockholders 
  equity        3,878     3,242      2,847      2,533      1,965 

Operating 
  revenues      3,247     2,933      2,665      2,551      2,179 

Net interest 
  income        1,497     1,476      1,310      1,288      1,223 

Provision for
  loan losses     -         (10)         -          -         -   

Net income        387       363        325        337        246 

Earnings 
  per share     13.87     12.98      11.65      12.07        8.81 

Total assets   45,283    37,305     33,552     33,470      31,816 

Cash dividend:
  Per share      1.50      1.50       1.35       1.25        1.25 
  Total            42        41         38         35          35 




















Item 7.  Managements's Discussion and Analysis of Financial
Condition and Results of Operations

1998 IN REVIEW

Our net income for the years ended December 31, 1998, 1997 and 1996
was $387,395, $362,550, and $325,387, respectively.   Net income
increased $24,845 in 1998 from $362,550 for the year ended 1997. 
Net income for 1997 increased $37,163 from $325,387 in 1996.  
Earnings per common share were $13.87 for 1998, $12.98 for 1997,
and $11.65 for 1996.  Return on average assets and return on equity
was .9% and 11.4% for 1998.  Return on average assets and return on
equity was 1.0% and 11.9% for 1997.  For 1996, return on average
assets and return on equity was 1.0% and 12.1%.  

Highlights for 1998 were as follows:

1.   For the year ended 1998, we increased our average total assets
     by 15.6 percent.  Average loans increased 12.5% over the
     average of 1997.  This positive trend marks the seventh
     consecutive year of asset growth for Teche Bank.  

2.   This year we were the first bank in the parish and one of only
     a few in Louisiana, to offer image checking statements.  This
     innovation offers convenience to our customers and enhances
     our ability to provide superior customer service.

3.   During 1998, we converted our main application computer
     software to a year 2000 ready version provided by our software
     vendor.  The successful conversion was the culmination of five
     months of planning and work. 

4.   After three years of operations, our Coteau office continues
     to be a thriving source of growth and profitability for the
     bank.  We have once again exceeded our projections and
     expectations for this office and are excited about the future
     of this location.

EARNINGS ANALYSIS

Net interest Income

The largest source of operating revenue for the Company is net
interest income.  Net interest income represents the difference
between total interest income earned on earning assets and total
interest expense paid on interest-bearing liabilities.  The amount
of interest income is dependent upon many factors including the
volume and mix of earning assets, the general level of interest
rates and the dynamics of changes in interest rates.  The cost of
funds necessary to support earning assets varies with the volume
and mix of interest-bearing liabilities and the rates paid to
attract and retain such funds.

During the year ended 1998, we borrowed $3,300,000 in amortizing
advances from the Federal Home Loan Bank.  These fixed rate
advances were used to offset fixed rate loans that were made over
the last several years.  These funds give us the ability to extend
the maturities of our liabilities to better match our liabilities
with our long-term assets.  The average rate obtained on all
advances borrowed was 5.61%.

Net interest income was $1,496,636 in 1998, compared to $1,466,454
in 1997.  This change represents an increase of $30,182 over the
previous year.  We were able to increase our net interest income
for the year ended 1998 because of growth in the bank's total loans
and investments.  

Net interest income was $1,466,454 in 1997, compared to $1,309,536
in 1996 an increase of $156,918 over the previous year.  We were
able to increase our net interest income for the year ended 1997 as
the result of growth in the bank's total loans.  

Provision for Loan Losses

The provision for loan losses is the amount charged against current
earnings which management believes is necessary to maintain the
allowance at an adequate level at the time the charge is taken,
considering the watch list trends, net charge-off experience, size
of the loan portfolio and general economic conditions and trends. 
During 1998, no addition was made to our reserve for loan losses. 
During 1997, we added $9,999 to our reserve for loan losses. 
During 1996 we maintained our reserve for loan loss account at a
level that was adequate without making any additions to the
provision account.  The allowance for loan loss at December 1998
was $172,802 or 1.05% of gross loans.

Other Income

Other income was $363,528 for 1998 as compared to $321,136 in 1997. 
The increase in other income was mostly due to reductions in the
amount of deposit account charge-offs, an increase in income from
service charges on demand deposit accounts and a book gain from the
sale of other real estate owned.

Other income was $321,136 for 1997 as compared to $314,406 in 1996. 
The majority of the change in other income was due to an increase
in commissions on credit life insurance.

Other Expenses

Other expenses were $1,311,240 for 1998 compared to $1,268,905 in
1997.  The increase in other expense was the result of increases in
salaries and employee benefits, occupancy expenses, data processing
expenses and other real estate expenses.  Salaries and employee
benefits increased due to compensation increases made at the end of
1997.  The increase in occupancy expenses and data processing
expenses was due to depreciation and maintenance on the purchase of
a new check sorter and image capture system in the fourth quarter
of 1998.  Other real estate expenses increased due to the
maintenance of a commercial building that we owned for the entire
year of 1998. 

Other expenses were $1,268,905 for 1997 compared to $1,160,908 in
1996.  The increase in other expense was the result of increases in
salaries and employee benefits, and other operating expenses. 
Salaries and benefits expense increased due to compensation
increases made at the end of 1996.  Other operating expenses
increased due to increases in directors fees, correspondent bank
charges and a provision to charge down other real estate owned. 

Investments

During the first quarter of 1994 the Company adopted Statement of
Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" (FAS 115).  This
pronouncement provides guidance regarding the appropriate 
classification of debt and equity securities in a company's balance
sheet and also provides for the recognition of unrealized holding
gains and losses as a result of changes in the fair value of
securities available for sale.  The carrying value of securities
held to maturity continues to be amortized cost.  Securities
available for sale are now carried at their estimated fair value in
accordance with FAS 115.  

The carrying value of securities available for sale at the end of
1998 was adjusted upward $163,841 to reflect an increase in market
value over their amortized cost at that date.  Securities held to
maturity had a market value in excess of carrying value of $33,797
at year end.  Management considers the increase in value of the
securities portfolio to be temporary in nature.

The carrying value of securities available for sale at the end of
1997 was adjusted upward by $178,374 to reflect an increase in
market value over their amortized cost at that date.  Securities
held to maturity had a market value in excess of carrying value of
$21,410 at year end.  Management considers the increase in value of
the securities portfolio to be temporary in nature.

Loans

At December 31, 1998, loans, net of allowance for loan losses and
unearned discount, were $16,353,968.  This was an increase of
$2,647,104 over $13,706,864 at the end of 1997.  Average loans
during the year 1998 were $15,037,962 up approximately $1,673,012
from 1997.

Loans, net of allowance for loan losses and unearned discount, were
$13,706,864 at December 31, 1997.  Net loans increased $997,962
from $12,708,902 at the end of 1996.  Average loans during the year
1997 were $13,364,950 up approximately $2,096,344 from 1996.


FINANCIAL CONDITION ANALYSIS

Deposits

At December 31, 1998 total deposits were $38,097,084 an increase of
$4,376,456 over that of the prior year end balance.  Average
deposits for the year ended 1998 were $37,162,877 as compared to
$33,537,170 in 1997.  Average deposits are up due to growth in our
local economy and growth from some of our larger depositors.

At December 31, 1997 total deposits were $33,720,628 an increase of
$1,345,085.  Average deposits for the year ended 1997 were
$33,537,170 as compared to $30,418,843 in 1996.  Average deposits
are up due to the growth of the Coteau Branch, and growth
attributed to the offering of our ATM's, Voice line and Saturday
Banking services.  We did not have as much public fund deposits
this year as we had in the prior year. 
Time deposits of $100,000 and greater were $10,339,041 at the end
of 1998, an increase of $2,551,311 over that of the prior year. 
The increase was due to increases in Public Funds from bids won
during the year and from growth from several of our larger
depositors.  We bid aggressively to get Public Funds when we can
earn a spread on these incremental funds.  We continue to hold
$1,000,000 in jumbo certificates from the State of Louisiana that
were added in 1994.  Rates on these funds are still attractive
compared to alternatives for funding.   

Time deposits of $100,000 and greater were $7,787,730 at the end of
1997, an increase of $726,138 over that of the prior year.  The
increase was due to increases in Public Funds from bids won during
the year and from general growth in deposits.

Asset/Liability Management

The objective of asset/liability management is to maximize net
interest income while balancing liquidity and capital needs and
minimizing interest rate risk.  The Asset/Liability Committee
(ALCO) develops and reviews strategies which assist in the
achievement of the Bank's goals.  Strategies may include purchases
and sales of securities to alter maturities and yields, and changes
in the mix of earning assets and funding sources.

Changes in interest rates create interest rate risk.  Interest rate
risk is measured each month by using a static gap analysis.  Based
on the results of this model the ALCO committee determines the
appropriate strategies and goals to follow.

Liquidity is needed to meet the cash requirements for deposit
withdrawals and the funding of loans.  A stable base of funding
sources and an adequate level of assets readily convertible into
cash provide liquidity.  In order to maintain adequate liquidity,
management attempts to ladder the maturities and cash flows of its
investment portfolio so that cash flows will be available each year
to reinvest or to meet the liquidity demands of the bank.

Credit Risk Management
  
Teche Bancshares, Inc. manages its credit risk by maintaining high
credit underwriting standards and providing an adequate allowance
for loan losses.  We concentrate our lending to areas within our
geographic market in order to keep the cost of managing assets low
and in order to be informed of developments affecting our credits. 
Our credit underwriting standards emphasize cash flow and repayment
ability and ensure that loans are properly structured and
collateralized.  An adequate allowance for loan losses provides for
losses inherent in the loan portfolio.  

Nonperforming Assets

Nonaccrual loans and other real estate owned are included in
nonperforming assets.  As of December 31, 1998, nonperforming
assets were $240,276, a decrease of $14,433 from 1997.  As of
December 31, 1997, nonperforming assets were $254,709, a decrease
of $39,353 from 1996.  Nonaccrual loans at December 31, 1998, 1997
and 1996 were $10,556, $24,988, and $238,843, respectively.  Other
real estate owned was $229,720, $229,721 and $55,219 at December
31, 1998, 1997 and 1996, respectively.  The improvement in
nonperforming assets was accomplished through the reduction in non-
accrual loans.  Additionally, we sold one piece of other real
estate for $10,000 that was being carried on our books at $1.  
This transaction provided us with a book gain of $9,999 and a tax
loss of $23,621.  

Watch List

The Bank's watch list includes loans which, for management
purposes, have been identified as requiring a higher level of
monitoring.  These loans require monitoring due to conditions
which, if not corrected, could increase credit risk.  Watch list
loans totaled $223,904 and $230,951 at December 31, 1998 and 1997,
respectively.

Capital and Dividends

The Company's risk based capital ratios at December 31, 1998
significantly exceeded the minimum regulatory guidelines.  The
Company's leverage ratio was 7.9% and risk based capital was 18.7%,
well above the regulatory minimums of 3%-5% and 8%.  The Company's
capital to asset ratio including the effect on capital of mark to
market changes in value of investments was 7.9% at December 31,
1998.  Teche Bancshares, Inc.'s sole source of funds from which to
pay dividends to stockholders is Teche Bank & Trust Company. 
During 1998 Teche Bank & Trust Company declared and paid a dividend
to Teche Bancshares, Inc. of $41,887 which was paid to stockholders
in the form of a dividend.  

Fourth Quarter Results

Net income for the fourth quarter of 1998, 1997, and 1996 was
$80,466, $83,933, and $101,262, respectively.  The decrease in
income for the quarter was mostly due to depreciation and expenses
associated with the conversion of our computer software and
installation of our new check sorter and image system.  Income
before income tax for the quarter ended December 31, 1998 was
$123,636 as compared to $114,452 for the same quarter ended 1997. 

Year 2000 Preparation

Teche Bancshares, Inc. relies on automation to manage information. 
Since the earliest days of electronic computers, programmers have
used two digits to represent the year in date fields (YYMMDD).  In
the 1960s when this convention became standard, the two-digit
representation made economic sense because it economized computer
memory and saved storage space.  The Year 2000 problem exists
because a two-digit representation of the year will be interpreted
in many applications to mean the year 1900, not 2000, unless the
date or program logic is modified.  Without modification, many date
sensitive software applications will provide illogical or erroneous
data.

We have inventoried our software, hardware and environmental
systems.  We have identified those critical systems that needed
modification in our business and remediated the affected programs. 
We have replaced our check sorter with a new check sorter and image
system.  We have updated our main application computer software to
one provided by our software vendor that is year 2000 ready.  We
have performed testing on all critical systems and have determined
that they are year 2000 ready.  The total expenditures associated
with the purchase of the new check sorter and the conversion of our
main application software were $236,000.  These expenditures were
capital in nature and will be depreciated over a five year period.
We anticipate that the further expenditures necessary to become
year 2000 ready will be approximately $10,000.  These expenditures
will be primarily for new personal computers and software
associated with non-critical ancillary systems.

We have considered the effect of the year 2000 on our major
customers.  We are maintaining a list of major customers and
monitoring their progress.  We will be considering the progress of
our major customers in our calculation of the reserve for loan loss
throughout the year 1999.

We are in the process of preparing a contingency plan for dealing
with possible worst case scenarios.  This plan should be complete
by June 30, 1999 and will be continually updated from that date to
year end.



Item 8. Financial Statements and Supplementary Data

    The audited financial statements of Teche Bancshares, Inc. are
presented on pages 29 to 63.


























                        TECHE BANCSHARES, INC.
                            AND SUBSIDIARY

                           Financial Report

                Years Ended December 31, 1998 and 1997






































                           TABLE OF CONTENTS



                                                                
Page 

INDEPENDENT AUDITOR'S REPORT                                    1 
 

FINANCIAL STATEMENTS
  Consolidated balance sheets                                   2 
  Consolidated statements of income                             3 
  Consolidated statements of changes in stockholders' equity    4 
  Consolidated statements of cash flows                         5 
  Notes to consolidated financial statements                 6-29

SUPPLEMENTARY INFORMATION

  Consolidated schedules of other operating expenses            31
  Consolidating schedules -
    Consolidating balance sheet                                 33
    Consolidating statement of income                           34
    Consolidating statement of cash flows                       35 
 















                     INDEPENDENT AUDITOR'S REPORT


The Board of Directors
Teche Bancshares, Inc. and Subsidiary
St. Martinville, Louisiana

    We have audited the accompanying consolidated balance sheets of
Teche Bancshares, Inc. and Subsidiary as of December 31, 1998 and
1997, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the three years in
the period ended December 31, 1998.  These consolidated financial
statements are the responsibility of the Bank's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

    We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining on a test basis evidence supporting the
amounts and disclosures in the consolidated financial statements. 
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Teche Bancshares, Inc. and Subsidiary as of December
31, 1998 and 1997, and the results of its operations and its cash
flows for each of the three years in the period ended December 31,
1998, in conformity with generally accepted accounting principles.

    Our audits were made for the purpose of forming an opinion on
the consolidated financial statements taken as a whole.  The
supplementary information contained on pages 30-35 is presented for
purposes of additional analysis and, although not required for a
fair presentation of consolidated financial position, results of
operations, and cash flows, was subjected to the audit procedures
applied in the audits of the consolidated financial statements.  In
our opinion, the supplementary information is fairly presented in
all material respects in relation to the consolidated financial
statements taken as a whole.                                 


                      Kolder, Champagne, Slaven, & Rainey, LLC
                      A Corporation of Certified Public Accountants
Breaux Bridge, Louisiana
January 19, 1999




                 TECHE BANCSHARES, INC. AND SUBSIDIARY

                      Consolidated Balance Sheets
                      December 31, 1998 and 1997
                           (in thousands)     


                                              1998          1997  
                                   ASSETS

Cash and due from banks                     $ 1,574       $ 1,629
Interest bearing deposits w/banks                74             3
Securities available for sale                18,333        14,758
Securities to be held to maturity             5,583         4,477
Other securities                                354           343
Federal funds sold                            1,500         1,050 
Loans, net of allowance for loan losses 
  and unearned discount on loans             16,354        13,707
Bank premises, furniture, 
  fixtures and equipment                        808           674
Accrued interest receivable                     357           314
Other real estate owned                         230           230
Other assets                                    116           120
                                          ---------     --------- 
           Total assets                     $45,283       $37,305
                                          =========     ========= 
 

                    LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Deposits -
    Non-interest demand                      $ 6,795      $ 6,637
    Interest bearing -
      NOW and MMDA accounts                    6,744        5,523
      Savings                                  3,593        3,591
      Time, $100,000 and over                 10,339        7,788
      Other time                              10,626       10,182
                                           ---------     -------- 
           Total deposits                     38,097       33,721

  Accrued interest payable                       164          137
  Other borrowed funds                         3,260            0 
  Other liabilities and accrued expenses         184          205
                                           ---------     -------- 
           Total liabilities                  41,705       34,063

STOCKHOLDERS' EQUITY
  Common stock ($10 par value, 100,000 shares
    authorized, 28,125 shares issued 
    and outstanding)                             281          281
  Surplus                                      1,144        1,144
  Retained earnings                            2,064        1,719
  Less:  200 shares 
           of treasury stock                     (19)         (19) 
         Accumulated other 
           comprehensive income                  108          117
                                           ---------     -------- 
           Total stockholders' equity          3,578        3,242

           Total liabilities and 
             stockholders' equity            $45,283      $37,305
                                          ===========   ========== 
 

The accompanying notes are an integral part of this statement.    










































               TECHE BANCSHARES, INC. AND SUBSIDIARY

                   Consolidated Statements of Income
             Years Ended December 31, 1998, 1997 and 1996



                                    1998         1997         1996

INTEREST INCOME
  Interest and fees on loans       $1,483      $1,322       $1,162
  Interest on investment securities:
    Interest on securities 
      available for sale              913         894          791 
    Interest on securities 
      to be held to maturity          277         288          307
    Obligations of state and 
      political subdivisions           54          45           17
    Interest and dividends 
      on other securities              15          15            5 
  Interest on federal funds sold      132          48           69
  Interest on deposits in banks         9           -            -
                                    -----       -----        -----
      Total interest income         2,883       2,612        2,351

INTEREST EXPENSE
  Interest on deposits              1,269       1,127        1,028
  Federal funds purchased               -           3            1
  Interest on borrowed funds          114           -            -
  Interest on securities repurchased    -           2            3 
  Other interest                        3           4            5 
  Stockholder loans                     -           -            4
                                    -----       -----        -----
      Total interest expense        1,386       1,136        1,041

      Net interest income before 
        recovery of possible 
        loan losses                 1,497        1,476       1,310

PROVISION FOR POSSIBLE LOAN LOSSES      -         (10)           -
                                    -----        -----       -----
      Net interest income after 
        recovery of possible 
        loan losses                 1,497        1,466       1,310

OTHER INCOME
  Service charges on 
    deposit accounts                  272          258         256
  Commissions income                   34           30          21
  ATM income                           13           10           9 
  Net gain on security transactions     2            2           4
  Net other real estate gain           10            -           - 
  Other operating revenue              32           21          24
                                    -----        -----       -----
      Total other income              363          321         314

      Income before other expenses  1,860        1,787       1,624

OTHER EXPENSES
  Salaries and employee benefits      677          645         600
  Occupancy expenses                  194          184         187
  Furniture and equipment expenses     36           35          35
  Data processing expenses             39           33          34
  Net other real estate expense        10            3           1
  Other operating expenses            355          368         304
                                    -----        -----       -----
      Total other expenses          1,311        1,268       1,161

      Income before income taxes      549          519         463 

INCOME TAXES BENEFIT (EXPENSE)       (162)        (156)       (138)
                                    -----       ------       -----
      Net Income                   $  387       $  363      $  325
                                  =======      =======     ======= 
      Net income per share
         of common stock           $13.87       $12.98      $11.65
                                  =======      =======     ======= 

      Average shares outstanding   27,925       27,925      27,925
                                  =======      =======     =======

The accompanying notes are an integral part of this statement.    


























               TECHE BANCSHARES, INC. AND SUBSIDIARY
     Consolidated Statements of Changes in Stockholders' Equity
         Years Ended December 31, 1998, 1997 and 1996
                        (in thousands)

                                              Accumulated
                      Common Stk                 Other 
                      Treas. Stk    Retained Comprehensive     
                       Surplus      Earnings    Income       Total
                        -------      -----      ------      ------- 
BALANCES, 
  DECEMBER 31, 1995     $1,405      $1,110        17        $2,532

  Net income                 -         325         -           325

  Other Comprehensive Income,
    Net of income tax of $23

    Unrealized gain on securities,
      net of reclassification 
      adjustment of $0       -          -          27           27
                        -------      -----      ------      -------
  Total Comprehensive Income -         325         27          352 

  Cash Dividend,
    $1.35 per share          -         (37)         -          (37)
                        -------      -----      ------      -------
BALANCES, 
  DECEMBER 31, 1996     $1,405       $1,398      $ 44        $2,847
                        -------      -----      ------      -------

  Net income                 -          363         -           363

  Other Comprehensive Income,
    Net of income tax of $61

    Unrealized gain on securities,
      net of reclassification 
      adjustment of $0       -           -         73           73
                        -------      -----      ------      -------
  Total Comprehensive Income -         363         73          436 

  Cash Dividend,
    $1.50 per share          -         (41)         -          (41)
                        -------      -----      ------      -------
BALANCES, 
  DECEMBER 31, 1997     $1,405      $1,720       $117        $3,242
                        -------      -----      ------      -------

  Net income                 -         387          -           387

  Other Comprehensive Income,
    Net of income tax of $56

    Unrealized gain on securities,
      net of reclassification 
      adjustment of $1       -           -        (10)         (10)
                        -------      -----      ------      -------
  Total Comprehensive Income -         387        (10)          377

  Cash Dividend,
    $1.50 per share          -         (41)         -          (41)
                        -------      -----      ------      -------
BALANCES, 
  DECEMBER 31, 1998     $1,405      $2,066       $107        $3,578
                        ======       =====      ======      ======= 

The accompanying notes are an integral part of this statement.    




               TECHE BANCSHARES, INC. AND SUBSIDIARY

                Consolidated Statements of Cash Flows
            Years Ended December 31, 1998, 1997 and 1996


                                     1998       1997       1996   
  
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                        $ 387      $ 363      $ 325
  Adjustments to reconcile 
    net income to net cash provided by 
    operating activities:
      Depreciation of bank 
        premises and equipment         89         85         85
      (Gain) loss on other 
        real estate owned             (9)          -          3
      (Increase) decrease in: 
        other assets                    4         21         39  
        accrued interest receivable   (43)       (45)         1
        accrued interest payable        9          2         24
        other liabilities             (4)         10         21
                                     -----      -----      -----  
         Net cash provided 
           by operating activities    433        436        498
                                     -----      -----      -----  
CASH FLOWS FROM INVESTING ACTIVITIES
  Increase in interest-bearing 
    deposits in banks                 (71)       (3)          -
  (Increase) decrease in 
    federal funds sold               (450)       175       1,575
  Proceeds from sales of 
    securities available for sale    1,200       400         800
  Proceeds from maturities of 
    securities available for sale    8,361       250        1,925
  Proceeds from maturities of 
    securities held to maturity      4,776      6,718       5,830
  Purchases of securities 
    to be held to maturity          (4,625)    (2,953)     (3,023)
  Purchases of securities 
    available for sale             (14,415)    (4,949)     (6,976) 
  Net (increase) decrease 
    in loans                        (2,647)      (998)     (1,936)
  Capital expenditures for 
    bank premises and equipment       (223)       (51)        (48)
  (Increase) decrease in 
    other real estate owned              1       (175)         52
  Proceeds from the sale of 
    other real estate owned             10          -           - 
                                      -----      -----      -----
      Net cash provided by 
       (used in)investing 
       activities                   (8,083)    (1,586)    (1,801)
                                    -------    -------     -----  

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease) in -
    Demand deposits                   159         962        393
    NOW and MMDA                    1,220        (506)      (770)
    Savings deposits                    2         335         55
    Time deposits, >= $100,000      1,451         727      1,806
    Other time deposits             1,544        (172)       375
  Proceeds from long-term debt      3,325           -          -
  Repayment of long-term debt         (65)          -          -
  Dividends paid                      (41)        (42)       (37) 
  Decrease in notes 
    payable - stockholders              -           -       (151)
                                     -----      -----       -----
      Net cash provided by 
        financing activities         7,595      1,304       1,671
                                   -------     ------       -----

      Net increase (decrease) in 
        cash and cash equivalents     (55)        154        368
                                                          
CASH AND CASH EQUIVALENTS, 
  beginning of year                 1,630      1,476      1,108

CASH AND CASH EQUIVALENTS, 
  end of year                     $ 1,575    $ 1,630    $ 1,476
                                  =======    =======    =======

CASH PAID DURING THE YEAR

  Interest                        $1,377     $ 1,133    $ 1,017
                                  ======     =======    =======
  Income taxes                    $  204     $   170    $   117   
                                  ======     =======    =======

The accompanying notes are an integral part of this statement.    

           TECHE BANCSHARES, INC. AND SUBSIDIARY

             Notes to Consolidated Financial Statements

 (1) Summary of Significant Accounting Policies

     A.   Principles of Consolidation

               The accompanying consolidated financial statements 
          dated December 31, 1998, 1997 and 1996, include the     
          accounts of Teche Bancshares, Inc. (Company) and Teche  
          Bank and Trust Company (Bank), its wholly-owned         
          subsidiary.  Intercompany transactions and balances have 
          been eliminated in consolidation.

    B.    Nature of Operations

               Teche Bank and Trust Company is a Louisiana        
          chartered state bank engaged in the general banking     
          business since September 27, 1969.  The Bank's main     
          office is located in the primary business district of St. 
          Martinville, Louisiana.  The Bank also has two branches. 
          One is located on the north side of town on the main    
          thoroughfare.  The other branch is located in Coteau,   
          Louisiana, which is in Iberia Parish.  This branch was  
          opened in 1995.  The population of both areas is largely 
          rural and the economy is based on agriculture, textiles 
          and tourism.

            The City of St. Martinville and the Coteau Community  
          are both located in the south central part of Louisiana. 
          The Bank's primary market area is the City of St.       
          Martinville and its general market area is St. Martin
          Parish, Louisiana.

    C.   Use of 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       
         disclosures of contingent assets and liabilities at the  
         date of the consolidated financial statements and the    
         reported amounts of revenues and expenses during the     
         reporting period.  Actual results could differ from those 
         estimates.

    D.   Accounting Changes

            During 1998, the Bank adopted Financial Accounting    
         Standards Board (FASB) Statements No. 128, Earnings per  
         Share, and Statement No. 131, Reporting Comprehensive    
         Income.  Both of these Statements require restatement;   
         however, the Statements only affect the presentation of  
         information and have no effect on net income or on       
         retained earnings.

    E.   Basis of Accounting

            The accompanying financial statements have been       
         prepared in accordance with generally accepted accounting 
         principles and in conformity with practices within the   
         banking industry.

    F.   Cash and Cash Equivalents

            For the purposes of presentation in the Consolidated
          Statements of Cash Flows, cash and cash equivalents are
          defined as those amounts included in the balance sheet
          caption "cash and due from banks".  Cash, cash
          equivalents and due from banks at December 31 included
          the following:

                              1998         1997         1996      
         Cash and due 
           from banks        $1,574       $1,630       $1,476     
                           ==========   ==========   ==========   

            The Bank maintains cash balances at several banks.    
         Accounts at each institution are insured by the Federal  
         Deposit Insurance Corporation up to $100,000.  The Bank  
         had deposits at institutions and agency federal funds    
         exceeding the insured amount by approximately $1,339,000. 

     G.   Investment Securities

               The Bank's investments in securities are classified 
          in three categories and accounted for as follows:

               Trading Securities -

               Government Bonds held principally for resale in the 
         near term and mortgage-backed securities held for sale in 
         conjunction with the Bank's mortgage banking activities  
         are classified as trading securities and recorded at     
         their fair values.  Unrealized gains and losses on       
         trading securities are included in other income.

               At December 31, 1998 and 1997, the Bank did not own 
         any trading securities.

               Securities to be Held to Maturity -

               Bonds, notes and debentures for which the Bank has 
          the positive intent and ability to hold to maturity are 
          reported at cost, adjusted for amortization of premiums 
          and accretion of discounts which are recognized in      
          interest income using the interest method over the period 
          to maturity.

               Securities Available for Sale -

               Securities available for sale consist of bonds,    
          notes, debentures and certain equity securities not     
          classified as trading securities nor as securities to be 
          held to maturity.

               Unrealized holding gains and losses, net of tax, on 
          available for sale securities are reported as a net     
          amount in other comprehensive income.

               Declines in the fair value of individual           
          held-to-maturity securities below their costs that are  
          other than temporary result in write-downs of the       
          individual securities to their fair value.  The related 
          write-downs will be included in earnings as realized    
          losses.

               Premiums and discounts are recognized in interest  
          income using the interest method over the period to     
          maturity.

               Gains and losses on the sale of securities available 
          for sale are determined using the specific-identification 
          method.

     H.   Loans, Allowance for Loan Losses and Interest Income

               Loans are stated at the amount of unpaid principal 
          reduced by unearned discount and an allowance for loan  
          losses.  Unearned discount on installment loans is      
          recognized as income over the terms of the loans by the 
          sum-of-months digits method which approximates the      
          interest method.  Interest on other loans is calculated 
          and accrued by using the simple interest method on daily 
          balances of the principal amount outstanding.  

               The allowance for loan losses is established through 
         a provision for loan losses charged to expenses.  Loans  
         are charged against the allowance for loan losses when   
         management believes that the collectibility of the       
         principal is unlikely.  The allowance is an amount that  
         management believes will be adequate to absorb possible  
         losses on existing loans that may become uncollectible,  
         based on evaluations of the collectibility of loans and  
         prior loan loss experience.  The evaluations take into   
         consideration such factors as changes in the nature and  
         volume of the loan portfolio, overall portfolio quality, 
         review of specific problem loans and current economic    
         conditions that may affect the borrowers' ability to pay. 


               Accrual of interest is discontinued on a loan when 
         management believes, after considering economic and      
         business conditions and collection efforts, that the     
         borrowers' financial condition is such that collection of 
         interest is doubtful.

     I.   Loan Origination Fees and Costs

               The Bank charges minimal loan fees and direct      
          origination costs.  These charges are recognized as     
          income at the time the loan is made.

     J.   Bank Premises, Furniture, Fixtures and Equipment

               Bank premises, furniture, fixtures and equipment are 
          carried at historical cost less accumulated depreciation. 
          For book purposes, depreciation is computed using the   
          straight-line method over the estimated useful lives of 
          the assets which range from three to thirty-three years. 
          For income tax purposes, depreciation of assets acquired 
          prior to January 1, 1981, is calculated on the          
          straight-line method and depreciation of assets acquired 
          after December 31, 1980, is calculated using the        
          Accelerated Cost Recovery (ACRS) or Modified Accelerated 
          Cost Recovery (MACRS) System of the Internal Revenue    
          Service.  Maintenance and repairs  which do not extend  
          the life of banking premises and equipment are charged to 
          operating expenses.

     K.   Other Real Estate Owned

               Real estate properties acquired through or in lieu 
          of loan foreclosure are initially recorded at the lower 
          of the Bank's carrying amount or fair value less        
          estimated selling cost at the date of foreclosure.  Any 
          write-downs based on the asset's fair value at the date 
          of acquisition are charged to the allowance for loan    
          losses.  After foreclosure, these assets are carried at 
          the lower of their new cost basis or fair value less cost 
          to sell.  Costs of significant property improvements are 
          capitalized, whereas costs related to holding property  
          are expensed as well as any interest costs.  Valuations 
          are periodically performed by management, and any       
          subsequent write-downs are recorded as a charge to      
          operations, if necessary, to reduce the carrying value of 
          a property to the lower of its cost or fair value less  
          cost to sell.

     L.   Income Taxes

               Provisions for income taxes are based on amounts   
          reported in the statements of income (after exclusion of 
          non-taxable income such as interest on state and        
          municipal securities) and include deferred taxes on     
          temporary differences in the recognition of income and  
          expense for tax and financial statement purposes.       
          Deferred taxes are computed as prescribed in Financial  
          Accounting Standards Board (FASB) Statement No. 109,    
          Accounting for Income Taxes.

     M.   Post-Retirement Health Care and Life Insurance Benefits

               The Bank does not pay the costs of providing       
          continuing health care and life insurance benefits for  
          its retired employees.

     N.   Compensated Absences

               Employees of the bank are entitled to paid vacation 
         depending upon length of service.  Vacation must be taken 
         in the year accrued and cannot be carried over.  Sick    
         leave accumulates on a monthly basis according to the    
         years of service and is available for employees when     
         needed.  However, it does not vest nor is it payable at  
         termination of employment.  The bank's policy is to      
         recognize the costs of compensated absences when actually 
         paid to employees.

     O.   Financial Instruments

               In the ordinary course of business the Bank has    
         entered into off balance sheet financial instruments     
         consisting of commitments to extend credit, commercial   
         letters of credit and standby letters of credit.  Such   
         financial instruments are recorded in the financial      
         statements when they become payable.

               The following methods and assumptions were used by 
          the Bank in estimating fair values of financial         
          instruments as disclosed herein:

               Cash and cash equivalents -- The carrying amount of 
               cash and short-term instruments approximate their  
               fair value.

               Securities to be held to maturity and securities
               available for sale -- Fair values for investment
               securities are based on quoted market prices.

               Loans receivable -- Fair values for variable and   
               fixed rate loans are estimated using discounted cash 
               flow analyses, using interest rates currently being 
               offered for loans with similar terms to borrowers of 
               similar credit quality.

               Deposit liabilities -- The fair values disclosed for
               demand deposits are, by definition, equal to the   
               amount payable on demand at the reporting date (that 
               is, their carrying amounts).  The carrying amounts 
               of variable-rate, fixed-term money market accounts 
               and certificates of deposit approximate their fair 
               values at the reporting date.  Fair values for     
               fixed-rate certificates of deposit are estimated   
               using a discounted cash flow calculation that      
               applies interest rates currently being offered on  
               certificates to a schedule of aggregated expected  
               monthly maturities on time deposits.

               Accrued interest -- The carrying amounts of accrued
               interest approximate their fair values.

               Other borrowed funds - The fair value of the Bank's 
               other borrowed funds was estimated using discounted 
               cash flow analyses based on the Bank's current     
               incremental borrowing rates for similar types of   
               borrowing arrangements.

               Other liabilities - The carrying amounts of other  
               liabilities approximate their fair values.

               Off-balance-sheet instruments -- Fair values for   
               off-balance-sheet lending commitments are based on 
               fees currently charged to enter into similar       
               agreements, taking into account the remaining terms 
               of the agreements and the counterparties' credit   
               standing.

 (2) Investment Securities

          The carrying amounts of investment securities as        
     shown in the consolidated balance sheets of the Bank and     
     their approximate fair values at December 31 were as         
     follows:
                                      (in thousands)  
                             Amortized Unrealized Unrealized Fair 
                               Cost      Gains     Losses    Value

     (in thousands)
     Securities available for sale:
       December 31, 1998 - 
         U.S. Government and 
           agency securities  $ 2,399    $17       $  -    $ 2,416
         Mortgage-backed
           securities          15,770    152        (5)     15,918
                              -------    ---      ------   -------
                              $18,170   $169       $(5)    $18,334
                              =======    ===      ======   =======

     Securities available for sale:
       December 31, 1997 - 
         U.S. Government and 
           agency securities  $ 3,322    $35      $  (1)   $ 3,356
         Mortgage-backed
           securities          11,258    154        (10)    11,402
                              -------    ---      ------   -------
                              $14,580   $189       $(11)   $14,758
                              =======    ===      ======   =======

     (in thousands)
     Securities to be held to maturity:
       December 31, 1998 - 
         U.S. Government and 
           agency securities    $ 206    $ -       $  -      $ 206
         State and municipal
           securities           1,273     27          -      1,300
         Mortgage-backed
           securities           4,104      7          -      4,111
                              -------    ---      ------   -------
                              $ 5,583    $34      $   -    $ 5,617
                              =======    ===      ======   =======

     Securities to be held to maturity:
       December 31, 1997 - 
         U.S. Government and 
           agency securities    $ 383    $ 1       $  -      $ 384
         State and municipal
           securities           1,176     17          -      1,193
         Mortgage-backed
           securities           2,918     16        (13)     2,921
                              -------    ---      ------   -------
                              $ 4,477    $34      $ (13)   $ 4,498
                              =======    ===      ======   =======

          Investment securities carried at approximately $4,789,000 
     at December 31, 1998 and $4,447,750 at December 31, 1997 were 
     pledged to secure public deposits and for other purposes     
     required or permitted by law.

          Gross realized gains and losses on sales of investment  
     securities for the years ended December 31, were as follows:
     (in thousands)
                                                    1998    1997
     Gross realized gains:
       Mortgage backed securities                    $ 1    $  2 
       Other securities                                -       2  
                                                     ---    ---- 
         Total realized gains                        $ 1    $  4 
                                                     ===    ====

     Gross realized losses:
       U.S. government & agency securities           $ -    $  -
       Mortgage-backed securities                      -       -
       Other securities                                -       -  
                                                     ---    ---- 
         Total realized losses                       $ -    $  - 
                                                     ===    ====


          The maturities of debt securities at December 31, 1998  
     were as follows: (in thousands)

                              Securities to be      Securities 
                              Held to Maturity   Available for Sale 
                              ----------------    ----------------
                               Amortized  Fair    Amortized  Fair 
                                 Cost    Value      Cost    Value 
                              ---------  -----    --------  -----
     Due in one year or less    $3,877  $3,883    $ 2,721  $ 2,748
     Due from one to five 
        years                    1,381   1,409     12,813   12,920
     Due from five to ten
        years                      280     284      1,222    1,239
     Due after ten years            45      41      1,414    1,427
                                ------  ------    -------  -------
                                $5,583  $5,617    $18,170  $18,334
                                ======  ======    =======  =======

          For purposes of the maturity table, mortgage-backed
     securities, which are not due at a single maturity date, have
     been allocated over maturity groupings based on the weighted-
     average contractual maturities of underlying collateral.  The
     mortgage-backed securities may mature earlier than their
     weighted-average contractual maturities because of principal
     prepayments.

 (3) Other Securities

          Other securities at December 31 consist of the following 
     stock in industry-related financial institutions:

                                      1998             1997      
                                 Shares  Amount   Shares  Amount  

     Federal Home Loan 
       Bank Dallas               2,040  $204,000   1,926 $192,600 
     Louisiana Independent 
       Bancshares, Inc.            600   150,000     600  150,000 
                                        --------           ------ 
                                        $354,000         $342,600 
                                        ========         ======== 

          These securities are valued at cost.  The stock in      
     Federal Home Loan Bank of Dallas is considered to be a       
     restricted security and is required to be maintained.

 (4) Loans

          Major classifications of loans are as follows:
     (in thousands)
                                                1998        1997  
      
     Real estate loans                        $ 7,032     $ 8,474 
     Commercial and industrial loans            7,128       2,560 
     Personal and consumer loans                2,381       2,897 
     All other loans (including overdrafts)        33          12 
                                              -------     -------
                                               16,574      13,943 
     Less:  Unearned discount                     (47)        (65)
            Allowance for loan losses            (173)       (171) 
                                              -------     -------
              Loans, net                      $16,354     $13,707 
                                              =======     ======= 

          Concentrations of credit risk arising from financial    
     instruments exist in relation to certain groups of customers. 
     A group concentration arises when a number of counterparties 
     have similar economic characteristics that would cause their 
     ability to meet contractual obligations to be similarly      
     affected by changes in economic or other conditions.  The Bank 
     does not have a significant exposure to any individual       
     customer or counterparty.  A geographic concentration arises 
     because the Bank operates primarily in the south central part 
     of Louisiana.  The Bank also has a concentration in real
     estate loans.

          The amount of credit risk (which approximates carrying  
     value) represents the maximum accounting loss that would be  
     recognized at the reporting date if counterparties failed    
     completely to perform as contracted and any collateral or    
     security proved to be of no value.  The bank has experienced 
     little difficulty in accessing collateral (described in Note 
     16) when required.

          Loans on which the accrual of interest has been         
     discontinued or reduced amounted to $10,556 and $24,988 at   
     December 31, 1998 and 1997, respectively. If interest on those 
     loans had been accrued, such income would have approximated  
     $1,135, $2,250 and $24,801 for 1998, 1997 and 1996           
     respectively. The Bank did not recognize any interest income 
     on nonaccrual loans during 1998.

          Changes in the allowance for loan losses are as follows:
     (in thousands)
                                       1998     1997     1996   

     Balance, beginning of period      $171     $158     $161 
       Provision added to operations      -       10        -    
       Loans charged off                (11)      (3)      (9)
       Recoveries                        13        6        6 
                                       ----     ----     ----
     Balance, end of period            $173     $171     $158 
                                       ====     ====     ==== 

          Management is of the opinion that the allowance for loan 
     losses account at December 31, 1998 is sufficient to cover any 
     possible loan losses.

 (5) Bank Premises, Furniture, Fixtures and Equipment

          The following is a summary of fixed assets and          
     accumulated depreciation as of December 31, 1998 and 1997:
     (in thousands)
                                                1998      1997    

     Land                                      $ 266     $ 266 
     Bank buildings and improvements             768       761 
     Furniture, fixtures and equipment           750       635 
                                               -----     -----
                                               1,784     1,662 
                                               =====     =====
     Accumulated depreciation 
       and amortization                         (977)     (988)
                                               -----     -----
                                               $ 808     $ 674 
                                               =====     ===== 

          Depreciation expense for the periods ended December 31, 
     1998, 1997 and 1996, amounted to $89,314, $85,413, and       
     $84,826, respectively.

 (6) Other Real Estate Owned

          Other real estate owned consists of real estate acquired 
     through the foreclosure of loans.  It is valued at the lower 
     of its fair value or recorded investment in the related loan 
     at the date of foreclosure.  Other real estate owned at      
     December 31, 1998 and 1997 is composed of the following:
     (in thousands)
                                                 1998       1997

     Other real estate owned, 
       acquisition value                        $ 230       $ 263 
     Less:  Allowance for other 
              real estate losses                    -         (33)
                                                -----       -----
              Net value                         $ 230       $ 230 
                                                =====       ===== 

          Changes in the allowance for losses on other real estate 
     are as follows:
     (in thousands)
                                           1998    1997    1996   

     Balances, beginning of period        $  33   $  13   $  38 
       Provision charged to operations        -      20       - 
       Sales of properties                  (33)      -     (25)
                                          -----   -----   -----   
     Balances, end of period              $   -   $  33   $  13 
                                          =====   =====   ===== 

 (7) Deposits

          The aggregate amount of short-term jumbo time deposits,
     each with a minimum denomination of $100,000, was
     approximately $10,339,041 and $7,787,730 in 1998 and 1997
     respectively.

          At December 31, 1998, the scheduled maturities of
     time deposits are as follows: (in thousands)
     
     Year Ended December 31,                    Maturities

          1999                                   $17,806         
          2000                                     2,488         
          2001                                       597
          2002                                        51
          2003 and thereafter                         23
                                                  ------
                                                 $20,965
                                                  ======
          Members of the board of directors had $3,448,827 of
     deposits at December 31, 1998.

 (8) Other Borrowed Funds

          Teche Bank has borrowed monies from the Federal Home Loan 
    Bank of Dallas (FHLB) in the form of (5) advances.  All       
    advances are secured by approximately $3,300,000 of mortgage  
    loans and mortgage-backed securities.  At December 31, 1998,  
    the Bank had approximately $831,000 of unused lines of credit 
    with FHLB to be drawn upon as needed.

                                         1998         1997
   (in thousands)

    Note payable to FHLB, fixed
      interest at 5.82%, payable
      in equal monthly installments
      of $5 through March 1, 2008        $ 472         $  -

    Note payable to FHLB, fixed
      interest at 5.93%, payable
      in equal monthly installments
      of $3 through February 1, 2008  
      with a balloon payment of $421
      payable on February 20, 2008         495            -

    Note payable to FHLB, fixed
      interest at 5.93%, payable
      in equal monthly installments
      of $7 through March 1, 2013          799            -

    Note payable to FHLB, fixed
      interest at 5.45%, payable
      in equal monthly installments
      of $6 through September 1, 2013  
      with a balloon payment of $699
      payable on September 23, 2013        998            -

    Note payable to FHLB, fixed
      interest at 5.26%, payable
      in equal monthly installments
      of $4 through October 1, 2013        496            -
                                        ------         ------
                                        $3,260         $  -
                                        ======         ======

    Following are maturities of long-term debt:
      (in thousands)     
                                                      Amount

      1999                                            $  119
      2000                                               126
      2001                                               134
      2002                                               142
      2003                                               150
      2004 - 2008                                      1,251  
      2009 - 2013                                      1,338
                                                      ------ 
                                                       3,260   
                                                      ======

 (9) Contingent Liabilities and Commitments

     A.   The consolidated financial statements do not reflect
          various commitments and contingent liabilities which    
          arise in the normal course of business and which involve 
          elements of credit risk, interest rate risk and liquidity 
          risk.  These commitments and contingent liabilities are 
          described in Note 16 - Financial Instruments.

     B.   The Bank is not involved as a defendant in any legal
          actions arising from normal business activities.

 (10) Concentration of Credit

          All of the Bank's loans, commitments, and standby letters 
     of credit have been granted to customers in the Bank's market 
     area as described in Note 1, Item B.  The concentration of   
     credit by type of loan is set forth in Note 4. Investments in
     state and municipal securities also involve governmental
     entities within the Bank's market area.  The Bank, as a matter
     of policy, does not extend credit to any single borrower or
     group of related borrowers in excess of $697,000.

(11) Income Taxes

          The Bank utilizes FASB Statement 109 to account for
     income taxes.

          The components of income tax expense for the years ended
     December 31, 1998, 1997 and 1996 are as follows:
                                           (in thousands)
                                        1998     1997     1996   

          Income taxes currently payable:
            Federal                    $ 154   $ 171   $  128

          Deferred tax asset (liability) due 
            to timing differences          8     (15)      10 
                                       -----     ----    -----    
          Total income tax expense     $ 162   $ 156    $ 138 
                                       =====    =====    =====

          The effective tax rate of 29.3 percent in 1998, 30.2
     percent in 1997, and 29.7 percent in 1996 differ from the   
     statutory rate of 34 percent principally because of         
     temporary differences between tax purposes and financial     
     reporting purposes.

          A reconciliation of income tax expense at the statutory
     rate to the effective rate follows:

                                           Percent of Earnings    
                                              Before Taxes        
 
                                        1998       1997      1996 

     Computed at the expected statutory
       rate                             34.0%      34.0%     34.0% 
     Temporary differences giving rise
       to deferred tax amounts           1.3       (2.8)      2.1 
     Temporary difference recognized 
       this year                        (1.6)         -     (10.1)
     Other                              (4.4)      (1.0)      3.7 
                                        -----      -----     -----

     Income tax expense-effective rate  29.3%      30.2%     29.7% 
                                        =====      =====     ===== 
 
          Temporary differences giving rise to the deferred tax
     amounts consist primarily of the excess of allowance for loan
     losses for tax purposes over the amount for financial
     reporting purposes and the excess of accumulated depreciation
     for tax purposes over accumulated depreciation for financial
     reporting purposes.

          Amounts for deferred tax assets and liabilities are as
     follows:
     (in thousands)
                                                 1998      1997   

          Deferred tax asset                    $   -     $  11 
          Deferred tax liability                 (155)     (164) 
                                                -----     -----
            Net deferred tax asset (liability)  $(155)    $(153)  
                                                 =====     =====
(12) Net income per share of common stock

          Earnings per share amounts are computed based on the
     weighted average number of shares actually outstanding.  The
     number of shares used in the computations was 27,925 in 1998,
     1997 and 1996.

(13) Pension Plan

          The Bank has a non-contributory, money-purchase pension
     plan that covers any employee that has completed one (1) year
     of service and has attained age 21.  Pension costs include
     certain service costs, which are accrued and funded currently. 
     Pension expenses charged to operations in 1998, 1997 and 1996
     were $59,353, $44,038, and $42,614, respectively.

(14) Related Party Transactions

     A.   At December 31, 1998 and 1997, certain officers,
     directors and related companies were indebted to the Bank in
     the aggregate amount of $1,137,211 and $1,432,691,           
     respectively. These loans were made at prevailing interest  
     rates.

     B.   The Bank had notes payable to stockholders in the
     aggregate amount of $150,836 at December 31, 1995.  The notes
     were paid out  during the year ended December 31, 1996. 
     Accordingly there was no interest expense during the year
     ended December 31, 1997 or December 31, 1998.  The note
     accrued interest at a rate of 5% of principal and accrued
     interest.  Interest expense of $4,636 was incurred during
     1996.

     C.   The Bank leases an automobile from one of the directors
     in the amount of approximately $6,000 per year.

     D.   The Bank paid director fees to members of the board of
     directors in the amount of $70,400, $55,600, and $42,900 for
     1998, 1997 and 1996, respectively.

(15) Regulatory Restrictions

          Banking regulations limit the amount of dividends that
     may be paid without prior approval of the Bank's regulatory
     agency.  Prior approval shall be required if the total of all
     dividends declared and paid by the Bank during any one year
     would exceed the total of its net profits of that year
     combined with the net profits from the immediate preceding
     year.

          The Bank is subject to various regulatory capital
     requirements administered by the federal banking agencies. 
     Failure to meet minimum capital requirements can initiate
     certain mandatory and possibly additional discretionary
     actions by regulators that, if undertaken, could have a direct
     material effect on the Bank's financial statements.  Under
     capital adequacy guidelines and the regulatory framework for
     prompt corrective action, the Bank must meet specific capital
     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 amounts and classification are also subject to
     qualitative judgements 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 (set forth in the table below) of total and Tier I
     capital (as defined in the regulations) to risk-weighted
     assets (as defined), and of Tier I capital (as defined) to
     average assets (as defined).  Management believes, as of
     December 31, 1998, that the Bank meets all capital adequacy
     requirements to which it is subject.

          As of December 31, 1998, the bank was categorized as well
     capitalized under the regulatory framework for prompt
     corrective action.  To be categorized as well capitalized the
     Bank must maintain a minimum total risk based, Tier I risk-
     based, and Tier I leverage ratios as set forth in the table. 
     There are no conditions or events since that time that
     management believes have changed the institution's category.


          The Bank's actual capital amounts and ratios are also
     presented in the table.

                                                       To Be Well
                                                  Capitalized Under
                                 For Capital      Prompt Corrective
               Actual         Adequacy Purposes   Action Provision
             Amount Ratio     Amount    Ratio     Amount    Ratio
     As of December 31, 1998:
     Total Capital
       (to risk weighted
          assets)
          $3,685    18.7%     $1,574    >=8%      $1,967    >=10%

     Tier I Capital
        (to risk weighted
          assets)
          $3,512    17.8%     $  787    >=4%      $ 1,180   >= 6%

     Tier I Capital
         (to average
            assets 
          $3,512     7.9%     $1,805    >=4%      $2,256    >= 5%
     
     As of December 31, 1997:
     Total Capital
       (to risk weighted
          assets)
          $3,296    19.4%     $1,358    >=8%      $1,698    >=10%

     Tier I Capital
        (to risk weighted
          assets)
          $3,124    18.4%     $  679    >=4%      $1,019    >= 6%

     Tier I Capital
         (to average
            assets 
          $3,124     8.4%     $1,492    >=4%      $1,865    >= 5%


(16) Financial Instruments

          The Bank is a party to financial instruments with
     off-balance-sheet risk in the normal course of business to
     meet the financing needs of its customers and to reduce its
     own exposure to fluctuations in interest rates.  These
     financial instruments include commitments to extend credit,
     credit card arrangements, and standby letters of credit. 
     Those instruments involve, to varying degrees, elements of
     credit and interest-rate risk in excess of the amount
     recognized in the statement of financial position.  The
     contract or notional amounts of those instruments reflect the
     extent of the Bank's involvement in particular classes of
     financial instruments.

          The Bank's exposure to credit loss in the event of
     nonperformance by the other party to the financial instruments
     for commitments to extend credit is presented by the
     contractual notional amount of those instruments.  The Bank
     uses the same credit policies in making commitments and
     conditional obligations as it does for on-balance-sheet
     instruments.  Credit risk represents the accounting loss that
     would be recognized at the reporting date if counterparties
     failed completely to perform as contracted.  The credit risk
     amounts are equal to the contractual amounts, assuming that
     the amounts are fully advanced and that, in accordance with
     the requirements of FASB Statement No. 105, "Disclosure of
     Information about Financial Instruments with Off-Balance-Sheet
     Risk and Financial Instruments with Concentrations of Credit
     Risk," collateral or other security is of no value.  The
     bank's policy is to require customers to provide collateral
     prior to the disbursement of approved loans.  Collateral is
     either in the form of a security interest or a mortgage on the
     underlying property.
          At December 31, 1998, the Bank was exposed to credit risk
     on commitments to extend credit having contract amounts of
     $2,279,481, summarized as follows: (in thousands)

          Commitments to extend credit           $  2,156      
          Credit Card arrangements                     -          
          Standby letters of credit                   123         
                                                 --------  
                                                 $  2,279       
                                                 ========         

          Commitments to extend credit are agreements to lend to a
     customer as long as there is no violation of any condition
     established in the contract. Commitments generally have fixed
     expiration dates or other termination clauses and may require
     payment of a fee.  Since many of the commitments are expected
     to expire without being drawn upon, the total commitment
     amounts do not necessarily represent future cash requirements. 
     The Bank evaluates each customer's credit worthiness on a
     case-by-case basis.  The amount of collateral obtained, if it
     is deemed necessary by the Bank upon extension of credit, is
     based on management's credit evaluation of the counterparty. 
     Collateral held varies but may include accounts receivable;
     inventory, property, plant and equipment; and income-producing
     commercial properties.

          Commitments to extend credit, credit card arrangements,
     and standby letters of credit all include exposure to some
     credit loss in the event of nonperformance by the customer. 
     The Bank's credit policies and procedures for credit
     commitments and financial guarantees are the same as those for
     extensions of credit that are recorded on the consolidated
     balance sheets.  The Bank does not anticipate any
     material losses as a result of the contingent liabilities and
     commitments.

          The estimated fair values of the Bank's financial
     instruments were as follows:
     (in thousands) 
                                             Carrying       Fair  
                                              Value         Value 
     December 31, 1998:
     Financial assets:
       Cash and due from banks, interest               
         bearing deposits with banks, and
         Federal funds sold                  $ 3,149      $ 3,149
       Securities available for sale          18,334       18,334
       Securities to be held to maturity       5,583        5,617
       Loans                                  16,354       16,253
       Accrued interest receivable               357          357

     Financial liabilities:
       Deposit liabilities                    38,097       38,135
       Accrued interest payable                  164          164
       Other borrowed funds                    3,260        3,267
       Other liabilities                         184          184

     Off balance sheet instruments:
       Commitments to extend credit                -        2,156
       Credit card arrangements                    -            - 
       Stand by letter of credit                   -          123

     December 31, 1997:
     Financial assets:
       Cash and due from banks, interest               
         bearing deposits with banks, and
         Federal funds sold                  $ 2,683      $ 2,683
       Securities available for sale          14,759       14,759
       Securities to be held to maturity       4,477        4,498
       Loans                                  13,708       13,622
       Accrued interest receivable               314          314 

     Financial liabilities:
       Deposit liabilities                    33,721       33,754
       Accrued interest payable                  137          137
       Other liabilities                         205          205

     Off balance sheet instruments:
       Commitments to extend credit                -        1,273
       Credit card arrangements                    -            - 
       Stand by letter of credit                   -          205



(17) Parent Company Only Financial Statements

                           BALANCE SHEETS
                     December 31, 1998 and 1997
                           (in thousands)

                                                 1998       1997  
                          ASSETS

      Current assets:
        Cash                                     $  1         $  1 
        Investment in Teche Bank & Trust Co.    3,568        3,232 
        Other assets                                9            9 
                                                -----        -----
            Total assets                       $3,578       $3,242 
                                               ======       ====== 

           LIABILITIES AND STOCKHOLDERS' EQUITY

      Current liabilities:                        $ -          $ - 
                                                  ---          ---
      Stockholders' equity:
        Common stock, $10 par value, 100,000 shares
          authorized, 28,125 shares issued and
          outstanding                             281          281 
        Surplus                                 1,144        1,144 
        Retained earnings                       2,064        1,719 
      Treasury stock                              (19)         (19)
      Accumulated other comprehensive income      108          117
                                                -----        -----
            Total stockholders' equity          3,578        3,242 
                                                -----        ----- 
            Total liabilities and 
              stockholders' equity             $3,578       $3,242 
                                               ======       ====== 

                        STATEMENTS OF INCOME
            Years Ended December 31, 1998, 1997 and 1996
                          (in thousands)
                                            1998    1997    1996 

    Income:
      Income from subsidiary                $345    $321    $136
      Interest and dividends on corporate 
        securities                            42      42     193
      Other income                             1       1       2 
                                             ---     ---     --- 
          Total income                       388     364     331
                                             ---     ---     ---  
    Operating expenses:
      Legal and professional fees              -       -       -
      FDIC and state assessments               1       1       1  
      Miscellaneous expense                    -       -       -
      Interest on stockholder loans            -       -       5
                                             ---     ---     ---
          Total operating expenses             1       1       6
                                             ---     ---     ---
          Net income                        $387    $363    $325
                                            ====    ====    ====



















            STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
            Years Ended December 31, 1998, 1997 and 1996
                         (in thousands)  
                                              Accumulated
                      Common Stk                 Other 
                      Treas. Stk    Retained Comprehensive     
                       Surplus      Earnings    Income       Total
                        -------      -----      ------      ------- 
BALANCES, 
  DECEMBER 31, 1995     $1,405      $1,110        17        $2,532

  Net income                 -         325         -           325

  Other Comprehensive Income,
    Net of income tax of $23

    Unrealized gain on securities,
      net of reclassification 
      adjustment of $0       -          -          27           27
                        -------      -----      ------      -------
  Total Comprehensive Income -         325         27          352 

  Cash Dividend,
    $1.35 per share          -         (37)         -          (37)
                        -------      -----      ------      -------
BALANCES, 
  DECEMBER 31, 1996     $1,405       $1,398      $ 44        $2,847
                        -------      -----      ------      -------

  Net income                 -          363         -           363

  Other Comprehensive Income,
    Net of income tax of $61

    Unrealized gain on securities,
      net of reclassification 
      adjustment of $0       -           -         73           73
                        -------      -----      ------      -------
  Total Comprehensive Income -         363         73          436 

  Cash Dividend,
    $1.50 per share          -         (41)         -          (41)
                        -------      -----      ------      -------
BALANCES, 
  DECEMBER 31, 1997     $1,405      $1,720       $117        $3,242
                        -------      -----      ------      -------

  Net income                 -         387          -           387

  Other Comprehensive Income,
    Net of income tax of $56

    Unrealized gain on securities,
      net of reclassification 
      adjustment of $1       -           -        (10)         (10)
                        -------      -----      ------      -------
  Total Comprehensive Income -         387        (10)          377

  Cash Dividend,
    $1.50 per share          -         (41)         -          (41)
                        -------      -----      ------      -------
BALANCES, 
  DECEMBER 31, 1998     $1,405      $2,066       $107        $3,578
                        ======       =====      ======      ======= 


                      STATEMENTS OF CASH FLOWS
            Years Ended December 31, 1998, 1997 and 1996
                           (in thousands)     
                                       1998       1997       1996 
 

    Cash flows from operating activities:
      Net income                      $ 387      $ 363      $ 325 
      Adjustments to reconcile net income to
        net cash provided by operating 
        activities:
            Equity in undistributed earnings of 
               subsidiary bank         (345)      (321)      (136)
            Changes in:
            Due to subsidiary             -          -          -
              Other assets               (1)        (1)        (2) 
              Accrued interest payable    -          -          -
                                       ----       ----       ----- 
                Net cash provided by operating
                  activities             41         41        187
                                       ----       ----       ----

    Cash flows from financing activities:
      Dividends paid                    (41)       (41)       (37) 
        Decrease in notes payable         -          -       (151)
                                       ----       ----        ----
          Net cash used in financing
            activities                  (41)       (41)      (188)
                                       ----       -----       ----
              Net increase (decrease) 
                in cash                   -          -         (1)

    Cash, beginning of period             1          1          2 
                                       ----       ----       ----
    Cash, end of period                 $ 1        $ 1       $  1 
                                       ====       ====       ==== 






(18) Year 2000 (unaudited)

          The Bank relies on automation to manage information. 
     Since the earliest days of electronic computers, programmers
     have used two digits to represent the year in date fields
     (YYMMDD).  In the 1960s when this convention became standard,
     the two-digit representation made economic sense because it
     economized computer memory and saved storage space.  The Year
     2000 problem exists because a two-digit representation of the
     year will be interpreted in many applications to mean the year
     1900, not 2000, unless the date or program logic is modified. 
     Without modification, many date sensitive software
     applications will provide illogical or erroneous data.

          The Bank is utilizing both internal and external
     resources to identify, test and correct systems for "year
     2000" compliance.  It is anticipated that, for all critical
     systems, testing and program changes will be completed by June
     30, 1999.  Management has assessed the "year 2000" compliance
     expense and related potential effect on the Bank's earnings,
     and the board has determined that approximately $250,000 in
     total will be expended on the year 2000 project.  During the
     year ended December 31, 1998, $236,000 was expended on the
     purchase of a new check sorter and the conversion of the
     Bank's main application software.  These costs were primarily
     capital expenditures which will be depreciated over the next
     several years.  The Bank has addressed its known internal
     risks (computer hardware and software) and has considered the
     effect of the year 2000 on their major customers.  The Bank is
     maintaining a list of major customers and is monitoring their
     progress.  The Bank is in the process of preparing a
     contingency plan for addressing possible worst case scenarios. 
     This plan should be complete by June 30, 1999 and will be
     continually updated from that date to year-end. 





















                      SUPPLEMENTARY INFORMATION               
               TECHE BANCSHARES, INC. AND SUBSIDIARY

         Consolidated Schedules of Other Operating Expenses
            Years Ended December 31, 1998, 1997 and 1996
                           (in thousands)


                                      1998       1997       1996  
 

Advertising                           $ 21       $ 20       $ 23
Armored car service                      4          4          4
Audits and examinations                 18         18         18
ATM expense                             23         21         22  
Cash short                               3          4          4
Club account fees                       20         18         15
Collections                              2          3          2
Committee fees                           3          2          2  
Conventions and seminar                  9          7         10
Correspondent bank service charges      34         38         28
Courier service                          3          2          3
Directors' fees                         70         56         43
Donations                                3          4          3
Dues and subscriptions                   3          4          5
FDIC and state assessments              19         18         12
Insurance                               29         33         32
Lease expense                            6          6          5
Legal and professional fees              4          8          1
Miscellaneous                            6         10         10
Office expense                          44         36         32
Postage and freight                     21         27         23
Other taxes and licenses                 1          1          1
Travel and entertainment                 9          7          6
ORE Devaluation                          -         21          -
                                      ----       ----       ----
                                      $355       $368       $303
                                      ====       ====       ====
















                       CONSOLIDATING SCHEDULES             
                TECHE BANCSHARES, INC. AND SUBSIDIARY
                     Consolidating Balance Sheet
                          December 31, 1998
                           (in thousands) 
                        Teche                            Teche 
                      Bancshares, Elimination  Teche    Bank and
                       Inc. and    Entries   Bancshares,  Trust  
                      Subsidiary   Dr (Cr)      Inc.     Company 

                   ASSETS
Cash and due from banks  $ 1,574    $(1)        $1       $1,574
Interest bearing deposits     74      -          -           74
Securities available 
  for sale                18,333      -          -       18,333
Securities to be held 
  to maturity              5,583      -          -        5,583
Other securities             354      -          -          354
Federal funds sold         1,500      -          -        1,500
Loans                     16,574      -          -       16,574
Less:  Allowance for 
         loan losses        (173)     -          -         (173)
       Unearned discount 
         on loans            (47)     -          -          (47)

Bank premises, furniture, 
  fixtures and equipment     808      -          -          808
Accrued interest receivable  357      -          -          357
Other real estate owned      230      -          -          230   
Investment in subsidiary       - (3,568)     3,568            -   
Other assets                 116     (9)         9          116
                           -----    ----       ---        -----   
    Total assets         $45,283 $(3,577)   $3,577      $45,283
                         ======= ========   ======      =======
   
   LIABILITIES AND STOCKHOLDERS' EQUITY

DEPOSITS
  Non-interest demand    $ 6,795    $ -     $  -        $ 6,795
  Interest-bearing -
    NOW and MMDA accounts  6,744      -        -          6,744
    Savings                3,593      -        -          3,593
    Time,$100,000 and over10,339      -        -         10,339
    Other time            10,626      -        -         10,626
                          ------    ---      ---         ------
      Total deposits      38,097      -        -         38,097

Accrued interest payable     164      -        -            164   
Other borrowed funds       3,260      -        -          3,260 
Other liabilities and 
  accrued expenses           184     10        -            194
                          ------    ---      ---         ------ 
    Total liabilities     41,705     10        -         41,715
                          ------    ---      ---         ------   
STOCKHOLDERS' EQUITY
  Common stock               281    281      281            281
  Surplus                  1,144  1,519    1,144          1,519
  Retained earnings        2,064  1,660    2,064          1,660
  Less:  200 shares of 
         treasury stock      (19)     -      (19)             -   
         Net unrealized gain 
           on securities
           available for 
           sale,             108    108      108            108
                           -----   ----    -----          -----
      Total stockholders' 
        equity             3,578  3,568    3,578          3,568
                           -----  -----    -----          -----
        Total liabilities and 
          stockholders' 
          equity         $45,283 $3,242   $3,242        $45,283
                         ======= ======   ======        =======





































                TECHE BANCSHARES, INC. AND SUBSIDIARY
                  Consolidating Statement of Income
                For the Year Ended December 31, 1998

                        Teche                            Teche 
                      Bancshares, Elimination  Teche    Bank and
                       Inc. and    Entries   Bancshares,  Trust  
                      Subsidiary   Dr (Cr)      Inc.     Company  

INTEREST INCOME
  Interest and fees 
    on loans              $1,483   $  -     $  -         $1,483
  Interest on investment securities -
    Interest on securities 
      available for sale     913      -        -            913
    Interest on securities  
      held to maturity       277      -        -            277
    State and municipal 
      obligations             54      -        -             54
    Interest and dividends on 
      other securities        15     43       43             15
  Interest on federal 
    funds sold               132      -        -            132
  Interest on deposits
    in banks                   9      -        -              9
                           -----    ---      ---          -----
    Total interest income  2,883     43       43          2,883
                           -----    ---      ---          -----
INTEREST EXPENSE
  Interest on deposits     1,269      -        -          1,269
  Interest on federal 
    funds purchased            -      -        -              -
  Interest on borrowed funds 114      -        -            114
  Interest on securities 
    repurchased                -      -        -              -
  Other interest               3      -        -              3   
                             ---    ---      ---           ----
    Total interest expense 1,386      -        -          1,386
                             ---    ---      ---          ----- 
      Net interest income  1,497     43       43          1,497

Provision for loan losses      -      -        -              -
                           -----    ---      ---          -----
Net interest income after
     provision for loan
     losses                1,497      -        -          1,497

OTHER INCOME
  Service charges, collection 
    and exchange charges     272      -        -            272
  Commissions income          34      -        -             34
  ATM income                  13      -        -             13
  Recovery of investment loss  2      -        -              2

  Net other real estate gain  10      -        -             10
  Other operating revenue     32      -        -             32
                            ----    ---      ---           ----  
    Total other income       363      -        -            363
                            ----    ---      ---           ----   
      Income before other 
        expenses           1,860     43       43          1,860

OTHER EXPENSES
  Salaries and employee 
    benefit                  677      -        -            677
  Occupancy expenses         194      -        -            194
  Furniture and equipment     36      -        -             36
  Data processing expenses    39      -        -             39
  Net other real estate exp.  10      -        -             10
  Other operating expenses   355      -        1            356
                            ----   ----     ----          -----   
      Total other expenses 1,311      -       44          1,312
                           -----   ----     ----          ----- 
      Income before income tax 
        expense and equity
        in earnings 
        of subsidiary        549     43       44            550

INCOME TAX EXPENSE          (162)     -        -           (162)
                           ------  ----     ----           ----- 
      Income before equity 
        in earnings 
        of subsidiary        387     43       44            388

EQUITY IN EARNINGS 
  OF SUBSIDIARY               -     345      345              -   
                           -----   -----    -----          -----
      Net income           $ 387  $ 388    $ 388          $ 388
                           =====   =====    =====          =====  
 



















                TECHE BANCSHARES, INC. AND SUBSIDIARY
                Consolidating Statement of Cash Flows
                For the Year Ended December 31, 1998



                        Teche                            Teche 
                      Bancshares, Elimination  Teche    Bank and
                       Inc. and    Entries   Bancshares,  Trust  
                      Subsidiary   Dr (Cr)      Inc.     Company  

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income              $ 387     $(388)     $ 387      $ 388

  Adjustments to reconcile net income to net
    cash provided by operating activities -
      Equity in earnings 
        of subsidiary         -       345       (345)         -   
      Depreciation of 
        bank premises 
        and equipment        89         -          -         89
      Net loss on other 
        real estate owned    (9)        -          -         (9)
      Decrease in 
        other assets          4         -          -          4
      Increase in accrued 
        interest receivable (43)        -          -        (43)
      Increase (decrease) 
        in accrued 
        interest payable      9         -          -          9
      Increase in other 
        liabilities          (4)        -          -         (4)
                          -----        ---       ---       -----
         Net cash provided 
         by operating 
         activities         433       (43)        42        434

CASH FLOWS FROM INVESTING ACTIVITIES
  Increase in interest-bearing
    deposits in banks        (71)       -          -        (71) 
  Increase in federal 
    funds sold              (450)       -          -       (450)
  Proceeds from sales of 
    securities available 
    for sale               1,200         -          -      1,200
  Proceeds from maturities of securities
    available for sale     8,361         -          -      8,361
  Proceeds from maturities of securities
    held to maturity       4,776         -          -      4,776
  Purchases of securities to 
    be held to maturity   (4,625)        -          -     (4,625)
  Purchases of securities 
    available for sale   (14,415)        -          -    (14,415)
  Net increase in loans   (2,647)        -          -     (2,647)
  Capital expenditures for bank 
    premises and equipment  (223)        -          -       (223)
  Decrease in other 
    real estate owned          1         -          -          1
  Proceeds from the sale of 
    other real estate owned   10         -          -         10 
                          ------      ----       ----     ------
      Net cash used in 
        investing 
        activities       (8,083)        -          -     (8,083)
                         ------      ----       ----     -------  
CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease) in -
    Demand deposits         159         -          -        159
    NOW and MMDA          1,220         -          -      1,220
    Savings deposits          2         -          -          2
    Time deposits $100,000 
      and over            1,451         -          -      1,451
    Other time            1,544         -          -      1,544
  Proceeds from long-term
    debt                  3,325         -          -      3,325
  Repayment of long-term
    debt                    (65)        -          -        (65)
  Dividends paid            (41)       43        (42)       (42)  
                         ------      ----       ----      -----
        Net cash provided 
          by (used in)
          financing 
          activities      7,595        43        (42)     7,594
                         ------      ----       ----      -----   
        Net increase (decrease) 
          in cash 
          and cash 
          equivalents       (55)        -          -        (55)

CASH AND CASH EQUIVALENTS, 
  beginning of year       1,630        (1)         1      1,630
                        -------      -----     -----    -------   
CASH AND CASH EQUIVALENTS, 
  end of year           $ 1,575      $ (1)      $  1    $ 1,575
                        =======      =====      ====    =======













                              FORM 10-K

                       TECHE BANCSHARES, INC.
                         PART II (CONTINUED)




Item (9) Disagreements on Accounting and Financial Disclosure

    There were no reporting disagreements on any matter of
accounting principle or financial statement disclosure.










































                              FORM 10-K

                        TECHE BANCSHARES, INC                     
                              PART III




Item (10) Directors and Executive Officers of the Registrant
- -------------------------------------------------------------
Directors
- ----------
                                         Number of                
                                       Shares Owned    Ownership as 
                                       Beneficially      a Percent 
                                      Including Direct   of Total 
Name and          Title and   Term as   and Indirect    Outstanding
Address     Age  Occupation   Director   Ownership        Shares  
- --------    ---  ----------  --------  ------------     -----------
Tilden A. Bonin, Jr.      
St. Martinville, LA
            63   Retired       Sept., 1969     1,544          5.5% 
                                to Present  
                                      
James B. Bulliard, Sr.    
St. Martinville, LA           
            63    Owner & GM   Sept., 1969     3,436         12.3% 
                 Manager Food   to Present
                  Processor
 
Gaston L. Dautreuil, Jr.  
St. Martinville, LA
           68    Owner        Sept., 1969     2,767          9.9% 
                Electrical    to Present                
                Contractor

Larry C. Degeyter         
St. Martinville, LA           
           57    Owner,        June, 1981       728          2.6%
                Building       to Present                         
               Contractor

Alcee J. Durand, Jr.      
St. Martinville, LA
           41    President     March, 1991      890          3.1% 
                  Banking      to Present                         

Charles A. Fuselier      
St. Martinville, LA
            57   Sheriff     June, 1981         403          1.4%
                             to Present                           


           
Item 10. Directors and Executive Officers of the Registrant
(continued)

Directors (continued)
- ----------
                                         Number of                
                                       Shares Owned    Ownership as 
                                       Beneficially      a Percent 
                                      Including Direct   of Total 
Name and          Title and   Term as   and Indirect    Outstanding
Address     Age  Occupation   Director   Ownership        Shares  
- --------    ---  ----------  --------  ------------     -----------
Hubert Hulin, Sr.              
St. Martinville, LA
             80    Retired   June, 1981       1,800          6.4%
                             to Present                         

Lawrence P. Melancon      
St. Martinville, LA
             83    Retired   Sept., 1969        708          2.5%
                             to Present 

Murphy Oubre              
St. Martinville, LA
             72    Rice      Sept., 1969        824          2.9%
                  Farmer     to Present                           
        

Stanley D. Stockstill    
St. Martinville, LA
             84    Retired  March, 1982         511           1.8%
                            to Present

Darnell E. Fontenot      
New Iberia, LA
             60     Owner,   Aug., 1996         220            .7%
                   Mobile    to Present
                   Home Co. 

Harris J. Champagne, Jr.   
New Iberia, LA
             36  Insurance  October, 1996       192            .6%
                   Sales      to Present

Melvin Douet      
St. Martinville, LA
             53    Owner,   June, 1996          365           1.3%
                   Douet     to Present
                   Motors, Inc. 







                              FORM 10-K

                       TECHE BANCSHARES, INC.
                        PART III (CONTINUED)




Executive Officers and Significant Employees
- --------------------------------------------
                                              Other 
                                              Office 
                                               Held               
        Name         Age    Title           with Bank   Occupation
- --------------      ----   -------          ---------   ----------
Alcee J. Durand, Jr. 40   President/           -       Banker more 
                            CEO                        than 5 years

Brian Friend         39   Cashier              -       CPA, Banker 
                       Vice-President                  more than
                                                        5 years   

Charles M. Durand    36     Vice-              -       Banker more 
                          President                   than 5 years

Ave Laperouse        41   Assistant            -       Banker less 
                        Vice President                than 5 years 

Jackie C. Leblanc    45   Assistant            -       Banker more 
                        Vice President                than 5 years

Jean L. Potier       55   Assistant            -       Banker more 
                        Vice-President                than 5 years

Al Viator            44   Assistant            -       Banker more 
                        Vice-President                than 5 years

Ruth Sweeney         50   Assistant            -       Banker more 
                        Vice-President                than 5 years

Family Relationships

    No family relationships exist between any members of the Board
of Directors other than the following:
                Board Members                      Relationship 
   ---------------------------------------      -----------------
Charles A. Fuselier and Stanley D. Stockstill     Nephew and Uncle






Item (11) Executive Compensation - Cash Compensation
Number in                                             Cash  
 Group                 Group Title                 Compensation
- ---------              -------------               ------------
    1                  President/CEO                $77,178

    2                  Vice-President                83,992

    5                  Assistant Vice-Presidents    139,247

Compensation Pursuant to Plans

    The Bank has a non-contributory money purchase pension plan
that covers any employee that has completed one year of service and
has attained age 21.  The Bank contributes 10 percent of an
employee's annual salary to the plan.  During 1998, the Bank
contributed $59,353 to the Plan on behalf of all officers and
employees.

Item (12) Security Ownership of Certain Beneficial Owners and Mgmt

Security Ownership of Certain Beneficial Owners:

                Title of   Type of   Country of    Amount   Percent
Name and Address Class    Ownership Citizenship    Owned   of Class
- ---------------- -----    --------- -----------    ------  -------
Tilden A. Bonin, Jr.        
St. Martinville, LA
                Common     Stock       U.S.A.      1,544     5.5%

James B. Bulliard, Jr.      
St. Martinville, LA
                Common     Stock       U.S.A.      3,436    12.3%

Gaston L. Dautreuil, Jr.    
St. Martinville, LA
                Common     Stock       U.S.A.      2,767     9.9%

Hubert Hulin, Sr.           
St. Martinville, LA
                Common     Stock       U.S.A.      1,800     6.4%


Security Ownership of Management:
                           Title of    Type of    Shares   Percent 
    Group                   Class     Ownership   Owned    of Class
- ----------------------      -----     ---------   -----    --------
Directors and Officers     Common       Stock     14,388    51.5%






Item (13) Certain Relationship and Related Transactions

    From time to time in the ordinary course of its business, the
Bank has extended credit to its Officers and Directors and to
businesses in which its Officers and Directors own an interest. 
The Bank intends to continue this policy because of the business
deposits and income that these activities generate for the Bank. 
Such loans are made only with the approval of the Board of
Directors; are judged by the same credit guidelines and standards
as are applied to loans of a comparable nature made to others; are
made on substantially the same terms, including interest rates,
collateral and repayment terms as those prevailing at the
time for comparable transactions with others; and do not involve
more than the normal risk of collectibility or present other
unfavorable features.

                               Largest                           
                            Aggregate Amt.                       
                             Outstanding     Amount        Average
                Relation    Year Ending    Outstanding     Interest
 Name          to Company    12/31/98    as of 12/31/98      Rate
- ------------   ----------    ---------   --------------     ------
Tilden A. Bonin, Jr.       
                Director     $107,070      $ 101,780         8.43%

Harris Champagne, Jr.       
                Director       13,483          7,076         8.99%

Gaston L. Dautreuil, Jr.   
                Director      216,318       109,592          7.15%

Larry C. Degeyter          
                Director      314,479        54,882          8.45%

Melvin P. Douet       
                Director      383,800       267,590          9.75%

Alcee J. Durand, Jr.       
                Director       66,136        45,022          7.40%

Charles Fuselier           
                Director      594,738       531,433         10.50%

Lawrence Melancon          
                Director       28,687        15,030          7.00%

Stanley D. Stockstill       
                Director        5,230         4,806         12.90%
  Total outstanding at December 31, 1998 $1,137,211               
                                          =========




                               FORM 10-K

                        TECHE BANCSHARES, INC.
                                PART IV




Item (14) Exhibits, Financial Statement Schedules and Reports on
Form 8-K

         1. Financial Statements

            The financial statements, including notes, are listed
            in the index to the financial statements filed as part
            of this annual report.


         2. Exhibits

         3. Reports on Form 8-K

            No reports on Form 8-K were filed by Bancshares during
            quarter ended December 31, 1998.

                                                              Page 
         Number                  Exhibit                     Number
         ------   --------------------------------------    -------
         (3)      Articles of Incorporation of Registrant as
                  currently in effect incorporated herein by
                  reference to Exhibit 3 Registrant Registration
                  Statement on Form S-14, filed February 21, 1984 

         (11)     Computation of Earnings Per Share            50

         (12)     Computation of Ratios                        19

         (13)     Annual Report to Security Holders         29-65 

         (21)     Subsidiary of Registrant                     73

         (23)     Consent of Experts and Council                -


(22)     Subsidiaries of the Registrant
- -----    ------------------------------
Teche Bank and Trust Company                            Louisiana








                               FORM 10-K

                        TECHE BANCSHARES, INC.
                          PART IV (CONTINUED)

    Pursuant to the requirements of Section 13 or 15(d) 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.

                                       TECHE BANCSHARES, INC.

Date: March 30, 1999         By:/s/ Alcee J. Durand, Jr.          
     -----------------------    ---------------------
                                 Alcee J. Durand, Jr.           
                                 President/Secretary             

    Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.

By:/s/Tilden A. Bonin,Jr.     By:/s/Darnell Fontenot
   __________________________   __________________________
   Tilden A. Bonin, Jr   Date    Darnell Fontenot       Date
     Director                       Director                      
By:/s/James B. Bulliard, Sr.  By:/s/Charles A. Fuselier
   __________________________    __________________________
   James B. Bulliard, Sr.Date   Charles A. Fuselier     Date
     Director                        Director                     
By:/s/Harris J. Champagne, Jr.By:/s/Hubert Hulin, Sr.
   __________________________   __________________________
   Harris J. Champagne, Jr.Date Hubert Hulin, Sr.       Date
     Director                        Director                     
By:/s/Gaston L. Dautreuil,Jr. By:/s/Lawrence P. Melancon
   __________________________   __________________________
   Gaston L. Dautreuil, Jr.Date   Lawrence P. Melancon   Date
     Director                        Director                     
By:/s/Larry C. Degeyter      By:/s/Murphy Oubre
   __________________________   __________________________
   Larry C. Degeyter       Date   Murphy Oubre           Date
     Director                         Director                    
By:/s/Melvin Douet            By:/s/Stanley D. Stockstill
   __________________________   __________________________
   Melvin Douet            Date   Stanley D. Stockstill  Date
     Director                         Director                    
By:/s/Alcee J. Durand, Jr.
   __________________________  
   Alcee J. Durand, Jr.    Date 
     Director


<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                            1574
<INT-BEARING-DEPOSITS>                              74
<FED-FUNDS-SOLD>                                  1500
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      18333
<INVESTMENTS-CARRYING>                            5583
<INVESTMENTS-MARKET>                              5617
<LOANS>                                          16527
<ALLOWANCE>                                        173
<TOTAL-ASSETS>                                   45283
<DEPOSITS>                                       38097
<SHORT-TERM>                                       119
<LIABILITIES-OTHER>                                348
<LONG-TERM>                                       3141
                                0
                                          0
<COMMON>                                           281
<OTHER-SE>                                        3297
<TOTAL-LIABILITIES-AND-EQUITY>                   45283
<INTEREST-LOAN>                                   1483
<INTEREST-INVEST>                                 1259
<INTEREST-OTHER>                                   141
<INTEREST-TOTAL>                                  2883
<INTEREST-DEPOSIT>                                1269
<INTEREST-EXPENSE>                                1386
<INTEREST-INCOME-NET>                             1497
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   2
<EXPENSE-OTHER>                                   1311
<INCOME-PRETAX>                                    549
<INCOME-PRE-EXTRAORDINARY>                         549
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       387
<EPS-PRIMARY>                                    13.87
<EPS-DILUTED>                                    13.87
<YIELD-ACTUAL>                                    3.55
<LOANS-NON>                                         11
<LOANS-PAST>                                        59
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                    224
<ALLOWANCE-OPEN>                                   171
<CHARGE-OFFS>                                       11
<RECOVERIES>                                        13
<ALLOWANCE-CLOSE>                                  173
<ALLOWANCE-DOMESTIC>                               173
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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