ASSUMPTION BANCSHARES INC
10-K405, 1996-03-27
STATE COMMERCIAL BANKS
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                                      United States
                            Securities and Exchange Commission
                                Washington, D.C.  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, 1995

              [  ] Transition Report pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934 [no fee required] for the
                   transition period from       to       .

                          Commission File Number 0-12774

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

                                    Louisiana
                (State or other jurisdiction of incorporation or organization)

                                    72-0999764
                       (I.R.S. Employer Identification No.)

                                    P. O. Box 398
                                 110 Franklin Street
                            Napoleonville, Louisiana  70390
                             (Address of principal office)

                                    (504) 369-7269
                (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, $5.00 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 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]

Aggregate estimated market value of voting  stock held by non-affiliates as of 
February 15, 1996 (for purposes of this computation shares held by directors 
and officers are excluded):    $5,719,000

Number of shares outstanding as of February 15, 1996:  160,000 Common Shares

Documents Incorporated by Reference
____________________________________       

       Document                                         Part  of Form 10-K
____________________________________                  ______________________
Definitive Proxy Statement for the 1995
  Annual Meeting of Shareholders                                Part III

<PAGE>  2
                                   PART I


Item I - Business
         ________

Assumption   Bancshares,   Inc.   (Bancshares)  is  a  Louisiana  business
corporation and a one-bank holding  company  registered  under the Federal
Bank  Holding  Company  Act  of  1956 as amended.  It was formed  in  1984
primarily for the purpose of holding  all  of  the  outstanding  stock  of
Assumption  Bank  and  Trust Company (the Bank), which is Bancshares' sole
subsidiary.   The  Bank,  which  was  formed  in  1933,  conducts  general
commercial banking business  throughout  the  State  of Louisiana with the
majority  of  its  business  concentrated  in  Assumption Parish,  western
Ascension Parish and northern Lafourche Parish.   Its principal office and
a motor branch are located in Napoleonville, Louisiana.  The Bank operates
three  other  branch  offices, one each in Pierre Part,  Labadieville  and
LaPlace,  Louisiana  and  an  automatic  teller  machine  in  Belle  Rose,
Louisiana.

The Bank provides the  usual services offered by banks of similar size and
in similar markets.  The Bank does have trust powers, but does not have an
active trust department.

The Bank competes actively  with  national  and  state  banks  in Southern
Louisiana  for  all  types  of loans and deposits.  In addition, the  Bank
competes  for  funds  with  savings   and   loan  associations,  the  U.S.
Government,  credit  unions, and other financial  service  companies.   It
competes for loans with  other  financial  service  institutions,  such as
savings  and loan associations, insurance companies, small loan companies,
credit unions,  mortgage  companies, and certain government agencies.  The
Bank's primary competitors  in  its service area are ArgentBank, Iberville
Bank, Service Mortgage Co., Guidry  Finance  Company and banks and savings
and loans located in Thibodaux, Donaldsonville and LaPlace, Louisiana.

The  Bank does not receive a material portion of  its  deposits  from  any
single  person.   However,  as of December 31, 1995, the Assumption Parish
School Board, Assumption Parish  Waterworks  District  #1,  the Assumption
Parish Sheriff's Office, the Assumption Parish Police Jury, the Assumption
Parish  Clerk  of  Court,  Assumption General Hospital and four commercial
enterprises accounted for an aggregate of 12% of the Bank's deposits.

The lending services of the  Bank  include a broad range of consumer, real
estate and commercial loans.  As of  December  31,  1995,  real estate and
home  loans  represented  approximately  82%  of  all  loans;  commercial,
financial  and  agricultural loans accounted for 6% and individual  loans,
which include auto and mobile home loans accounted for 12%.

Bancshares and the  Bank  employ  52 persons full-time and 7 persons part-
time.

The  Bank's  location  in  the heart of  Louisiana's  sugar  cane  country
subjects it to seasonal variations  in business.  Because of the impact of
the  sugar industry, deposits typically  vary  by  four  to  five  million
dollars during the course of each fiscal year.

<PAGE> 3

SUPERVISION AND REGULATION
__________________________

General
_______

Bancshares  and  the Bank are extensively regulated under both federal and
state  laws.  To the  extent  that  the  following  information  describes
particular  statutory  provisions,  it  is  qualified  in  its entirety by
reference  to  the  particular  statutory and regulatory provisions.   Any
change in applicable law or regulation  may  have a material effect on the
business and prospects of Bancshares.

Bancshares
__________

Bancshares  is  a  bank holding company within the  meaning  of  the  Bank
Holding Company Act  of  1956,  as  amended  (the  Act),  and, as such, is
subject to the provisions of the Act and to regulation and  supervision by
the  Board  of  Governors  of  the  Federal  Reserve  System  (the Board).
Bancshares  is  required  to file with the Board annual reports containing
such information as the Board  may require pursuant to the Act and is also
subject to periodic examination by the Board.

Under the Act, a bank holding company  may not acquire more than 5% of the
voting shares or substantially all the assets  of any bank or another bank
holding company without the prior approval of the  Board.   The  Act  also
limits  the  business in which a bank holding company may engage, directly
or through subsidiaries,  to  banking,  managing or controlling banks, and
furnishing  or  performing activities so closely  related  to  banking  or
managing or controlling banks as to be a proper incident thereto.

In addition, Bancshares  is subject to the Securities Exchange Act of 1934
and  files  reports with the  Securities  and  Exchange  Commission  under
provisions of that Act.

The Bank
________

Both federal  and  state  laws extensively regulate various aspects of the
banking industry, including  requirements  regarding  the  maintenance  of
reserves against deposits, limitations on the rates that can be charged on
loans, and restrictions on the nature and amounts of loans and investments
that can be made.

Banks  domiciled  in Louisiana having a minimum capitalization of $100,000
may open one or more  branch offices anywhere within the state and acquire
one or more banks located within the state or any or all branches thereof.
A certificate of authority  must  be  obtained  from  the  Commissioner of
Financial Institutions in connection with the establishment  of  a  branch
office.

Louisiana's   reciprocal   interstate  banking  law  allows  bank  holding
companies domiciled in any state  to  acquire  Louisiana  banks  and  bank
holding  companies, if the state in which the holding company is domiciled
allows Louisiana banks and bank holding companies the same opportunities.

As a state  bank,  the Bank is subject to the supervisory authority of the
Louisiana Commissioner  of  Financial  Institutions, whose office conducts
periodic examinations of the Bank.  As a  federally-insured bank, the Bank
is  also  subject to supervision and regulation  by  the  Federal  Deposit
Insurance Corporation.   The foregoing regulation is primarily intended to
protect  the  Bank's creditors  and  depositors  rather  than  Bancshares'
security holders.

<PAGE>  4

STATISTICAL INFORMATION
_______________________

The  following  tables   contain  additional  information  concerning  the
business operations of Bancshares  and  the  Bank  and  should  be read in
conjunction   with  Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operations  and  the  consolidated  financial
statements and the  related  notes  thereto  for  the  three  years  ended
December 31, 1995, included in Items 7 and 8, respectively.

SECURITIES PORTFOLIO
____________________

The  Bank  adopted  the  provisions  of  Statement of Financial Accounting
Standards No. 115, Accounting for Certain  Investments  in Debt and Equity
Securities  (Statement  115)  at December 31, 1993.  Under Statement  115,
held-to-maturity securities are  those  securities  which the Bank has the
ability and intent to hold until maturity.  Trading securities  are bought
and  held principally for the purpose of selling them in the near  future.
All other  securities  not  included  in  trading  or held-to-maturity are
classified as available-for-sale.

Trading  and  available-for-sale securities are recorded  at  fair  value.
Held-to-maturity  securities  are recorded at amortized cost, adjusted for
the amortization or accretion of premiums and discounts.

Carrying values of securities at  December  31,  1995  and  1994,  are  as
follows (in thousands of dollars):

                                                     1995
                                   _________________________________________
                                    Held-to-   Available-
                                    maturity    for-sale     Total    1994
                                    ________   __________   ______    _____

U.S. Treasury securities           $    -          -          -         501
Mortgage-backed securities             4,253     16,731     20,984   27,297
Other U.S. Government agencies           -        1,482      1,482    1,701
State and municipal obligations        9,970      4,159     14,129   12,429
Collateralized mortgage obligations      455        315        770      748
                                    _________  __________ _________ ________
                                    $ 14,678     22,687     37,365   42,676
                                    =========  ========== ========= ========

Additional  information  with  respect  to the amortized cost, approximate
market value and gross unrealized gains and  losses  is included in note 2
to the consolidated financial statements.

<PAGE>   5
          
The carrying value and average yield of securities at  December  31, 1995,
by  contractual  maturity  are  shown  below  (in  thousands  of dollars).
Expected maturities will differ from contractual maturities on  securities
which may have call provisions.

                                               Amortized     Average
                                                  cost        yield
                                               __________   __________
Held-to-maturity
_________________
              
 State and municipal obligations:
   Due in one year or less                     $     55       8.00
   Due after one year through five years            506       6.69
   Due after five years through ten years         5,234       5.31
   Due after ten years                            4,175       5.50
                                                ________

                                                  9,970

 Mortgage-backed securities                       4,253       8.17

 Collateralized mortgage obligations                455       9.25
                                                ________

   Total held-to-maturity                      $ 14,678
                                                ========

                                                  Fair      Average
                                                  value      yield
                                                 _______    _______
Available-for-sale
____________________

 Other U.S. Government agencies:
   Due in one year or less                          225       9.05
   Due after one year through five years          1,018       8.82
   Due after five years through ten years           107       4.72
   Due after ten years                              132       6.54
                                                 _______
                                               
                                                  1,482
                                                 _______

 State and municipal obligations:
   Due after one year through five years          2,147       5.30
   Due after five through ten years               2,012       4.94
                                                 _______

                                                  4,159

 Mortgage-backed securities                      16,731       5.98

 Collateralized mortgage obligations                315       7.38
                                                 _______
   Total available-for-sale                    $ 22,687
                                                 =======

<PAGE>  6

The  weighted  average  yields shown above have been computed by comparing
the forward income stream on the securities, plus or minus the anticipated
accretion of discounts or  amortization of premiums, to the amortized cost
of  the  securities,  which is  stated  at  cost,  adjusted  for  previous
amortization  or accretion.   Average  yields  on  issues  of  states  and
political subdivisions have not been computed on a tax equivalent basis.

At December 31, 1995, the Bank held securities issued by Assumption Parish
totaling $980,000, which exceeded 10% of stockholders' equity.

<PAGE>  7

LOAN PORTFOLIO
______________

Types of Loans
_______________

The amount of loans  outstanding by type and concentration is shown in the
following table (in thousands of dollars):

                                                      December 31
                                                    _______________
                                                     1995    1994
                                                    _______ _______

Commercial, financial and agricultural             $  3,498   3,808
Real estate, principally mortgage                    46,695  41,177
Individuals                                           6,893   5,591
                                                   ________ ________

                                                   $ 57,086  50,576
                                                   ========= =======

Substantially all of the  Bank's  loans  are  derived  from  borrowers and
property  located  in the local market area which is largely dependent  on
the  agricultural  and  chemical  industries.   The  Bank  does  not  have
concentrations of credit  in  either  of  these  industries.  However, the
Bank's borrowers are all indirectly affected by the  economic  performance
of these industries.

The loan portfolio contains no foreign loans.

Maturities and Sensitivities of Loans to Changes in Interest Rates
__________________________________________________________________

The following table presents the maturity distribution and sensitivity  to
interest  rate  changes  of  the  loan  portfolio at December 31, 1995 (in
thousands of dollars):

                                      Due in    Over 1     Over
                                      1 year     to 5       5
                                     or less*    years     years   Total
                                    __________ _________ ________ ________
Maturity of Loans
_________________
             
Commercial, financial and 
    agricultural                     $    668    2,696      134     3,498
Real estate                             8,924   35,983    1,788    46,695
Individuals                             1,318    5,314      261     6,893
                                     _________ _________ ________ _________
                                     $ 10,910   43,993    2,183    57,086
                                     ========= ========= ======== =========

Interest Rate Sensitivity
_________________________

Loans with predetermined rates          7,088   43,993    2,183    53,264
Loans with floating rates               3,822      -        -       3,822
                                     _________ _________ ________ _________

                                     $ 10,910   43,993    2,183    57,086
                                     ========= ========= ======== =========

*  Includes demand loans, loans having no stated schedule of repayments
and  no stated maturity and overdrafts.
          
Interest  rate  sensitivity management is concerned with the management of
the timing and magnitude  of repricing assets compared to liabilities.  It
is  the objective of interest  rate  sensitivity  management  to  generate
stable  growth  in net interest income and to control the risks associated
with interest rate  movement.   Management regularly reviews interest rate
exposure by utilizing forecasting  models  to  analyze  the impact various
interest rate changes would have on net interest income.

Interest  rate  sensitivity is defined as the exposure to fluctuations  in
market rates of interest  earned and paid.  Sensitivity to fluctuations in
market rates of interest occurs  when  the  repricing  characteristics  of
interest-earning  assets  and  interest-bearing  liabilities  do not match
within the same period.  When the repricing characteristics do  not match,
a "gap" is created.  The Bank's interest rate sensitivity on December  31,
1995  is detailed in the following table.  While the table is presented on
a contractual  basis,  a significant portion of the Bank's retail deposits
do not respond to changes  in  interest rates to the degree the unadjusted
gap would indicate.

<PAGE>  8

The Bank's experience has indicated  that  repricing  of  NOW, savings and
money market accounts does not result in changes of the same  magnitude as
changes  in  general  market  rates.   In addition, these categories  have
historically been very stable sources of  funds  to  the Bank, which would
indicate   a   much   longer  implicit  maturity  than  their  contractual
availability.

<PAGE>  9

DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES
  AND INTEREST DIFFERENTIAL
____________________________________________________________________________
(Dollars in Thousands)

<TABLE>
<CAPTION>


                                            1995                        1994                       1993          
                                   __________________________ _________________________ __________________________         
                                     Daily  Amount              Daily  Amount             Daily   Amount 
                                   average  earned  Average    average earned  Average   average  earned  Average
                                   balance or paid   rate      balance or paid   rate    balance  or paid   rate
                                  ________ ________ ________  ________ _______ _______  ________ _________ _______
<S>                             <C>        <C>       <C>    <C>        <C>      <C>    <C>         <C>       <C> 
Assets:
 Interest-earning               
  assets                        
   Loans<F1>                    $  54,072   4,819    8.91%  $  47,904   4,259   8.89%  $  44,674    4,169    9.33%
   Taxable securities              26,439   1,801    6.81      36,142   2,178   6.03      46,428    2,842    6.12
   Tax-exempt securities<F2>       13,644     709    5.20       9,862     490   4.97       3,508      166    4.73
   Federal funds sold               2,797     164    5.86       4,032     146   3.62       5,611      164    2.92
   Deposits with other banks           99       6    6.06          99       5   5.05         -         -       -
                                 _________ ________         __________ ________        __________  _______ _______     

     Total interest-
      earning assets               97,051   7,499    7.73      98,039   7,078   7.22     100,221    7,341    7.32
                                 ________ _________ _______ __________ ________ _____  __________  _______   _____

 Noninterest-earning assets:
   Cash and due from banks          4,524                       3,932                      4,041
   Bank premises and equipment      2,210                       1,839                      1,180
   Other assets                     1,343                       1,932                      1,528
   Allowance for loan losses       (1,116)                     (1,104)                    (1,030)
                                 _________                   _________                  _________
                                  104,012                     104,638                    105,940
                                 _________                   _________                  _________
Liabilities:
 Interest-bearing liabilities:
   Deposits:
    NOW                            18,166      485    2.67     19,225     439   2.28      19,044      463    2.43
    Savings and IRA                23,096      827    3.58     24,087     793   3.29      24,347      922    3.79
    Money market                   10,892      260    2.39     11,850     295   2.49      12,815      339    2.65
    Certificates of deposit
      and other time deposits,
      $100,000 and over             3,571      187    5.24      3,237     112   3.46       3,234      109    3.37
    Other certificates
     of deposit                    27,712    1,339    4.83     26,856     890   3.31      28,626      999    3.49   
    Fed funds purchased               441       26    5.90        805      40   4.97         -         -       -
                                  ________  _______           ________   _____            _______     ____   _____

     Total interest-bearing
       liabilities                 83,878    3,124    3.72     86,060   2,569   2.99      88,066     2,832    3.22
                                  ________  ________ _______  ________  ______  ______   ________   _______   _____

 Noninterest-bearing
   liabilities:                                                
   Demand deposits                 10,912                      10,111                      9,503
   Other liabilities                  491                         386                        830

Stockholders' equity                8,731                       8,081                      7,541
                                 _________                   ________                   ________
                                 $104,012                    $104,638                   $105,940
Net interest income/average      =========                   ========                   ========
 earning assets                             $4,375    4.51%            $4,509   4.60%               $4,509    4.50%
                                            ======    =====            ======   =====               ======    =====

</TABLE>


(TABLE CONTINUED)

<TABLE>
<CAPTION>

                                  1995 compared with 1994              1994 compared with 1993
                                  _______________________              ________________________
                                    Variance due to                        Variance due to
                                  _______________________              ________________________
                                                Rate/                                 Rate/
                               Volume   Rate   Volume  Total         Volume   Rate   Volume  Total
                             _________ ______ _______ _______       _______ _______ ________ ______
<S>                          <C>       <C>      <C>    <C>          <C>      <C>        <C>    <C>
Assets:
 Interest-earning                           
  assets:                                  
   Loans<F1>                 $ 548       10        1    560          $ 301    (197)     (14)     90
   Taxable securities         (585)     283      (76)  (378)          (630)    (43)       9    (663) 
   Tax-exempt securities<F2>   188       22        9    219            301       8       15     324
   Federal funds sold          (44)      91      (28)    19            (46)     38      (11)    (19)
   Deposits with other banks    -         1        -      1             -        -        5       5
     Total interest-         _______   ______   ______ ______        ________  _____    _____   _____
       earning assets          107      408      (94)   421            (74)    (194)      5     (263)
                             _______   ______   ______ ______        ________  _____    _____   ______

 Noninterest-earning assets:
   Cash and due from banks
   Bank premises and equipment
   Other assets
   Allowance for loan losses


Liabilities:
 Interest-bearing liabilities:
   Deposits:
    NOW                        (24)      74       (4)    46              4      (28)      -      (24)
    Savings and IRA            (33)      69       (3)    34            (10)    (120)      1     (129)
    Money market               (24)     (12)       1    (35)           (26)     (20)      2      (44)
    Certificates of deposit
      and other time deposits,
      $100,000 and over         12       58        6     75              -        3       -        3
    Other certificates
     of deposit                 28      408       13    449            (62)     (50)      3     (109)
    Fed funds purchased        (18)       7       (3)   (14)             -        -      40       40
                               _____   _____     _____ _____          _____     _____    ___    _____ 
     Total interest-bearing
       liabilities             (59)     604       10    555            (93)     (216)    46     (263)
                               _____   _____     _____ _____          _____     _____    ___    ______
 Noninterest-bearing
   liabilities:
   Demand deposits
   Other liabilities

Stockholders' equity

Net interest income/average
 earning assets               $166     (196)    (104)  (134)          $  19       22    (41)       -
                             ======    =====    =====  =====          ======      ===   ====     =====

<FN>
<F1>  Loans on which interest accruals have been stopped are included in the
      daily average of loans outstanding.
<F2>  Not taxable equivalent.
</FN>
</TABLE>


<PAGE>  10

The table indicates the  Bank  is  liability sensitive (a negative gap) at
December 31, 1995 for periods 1-90 days  and  91-365  days,  and  is asset
sensitive  (a  positive  gap)  for  the period over one year or fixed.   A
positive  gap  indicates  more  interest-earning  assets  are  subject  to
repricing   than  interest-bearing  liabilities   in   a   given   period.
Conversely, a negative gap indicates more interest-bearing liabilities are
subject  to  repricing   earlier  than  interest-earning  assets.   In  an
environment of increasing  interest  rates,  a  positive  gap implies that
earnings  would be expected to increase as the volume of repricing  assets
exceeds repricing  liabilities.   In contrast, a negative gap implies that
earnings would be expected to decrease  in  an  environment  of increasing
interest rates.  It should be noted that this presents the Bank's  overall
position for a single day, which may not be indicative of its position  in
the future.

Interest Rate Sensitivity
_________________________

                                  1 - 90   91 - 365    Over 1
                                   days      days       year     Total
                                   _____     _____      _____    _____

Loans                            $  7,272    3,638     46,176    57,086
Securities                          7,027    2,891     27,447    37,365
Federal funds sold                  5,950      -           -      5,950
Interest-bearing deposits             -        -           99        99
                                 _________  ________  ________ _________

    Total earning assets           20,249    6,529      73,722  100,500
                                 _________  ________  ________ _________
NOW and savings accounts           35,468      -           -     35,468
Money market accounts              10,700      -           -     10,700
Certificates of deposit and
  IRA accounts                     14,815   14,561      11,262   40,638
                                 _________  ________  ________ _________
    Total interest-bearing
      liabilities                  60,983   14,561      11,262   86,806

Gap                             $(40,734)  (8,032)      62,460   13,694
                                ========== =========  ========= =========
Cumulative gap                  $(40,734) (48,766)      13,694
                                ========== =========  =========
Cumulative gap/total
 earning assets                   (40.53)% (48.52)%     13.63%
                                ========== =========  =========

Risk Elements
_____________

The  following  table  sets  forth  the  past due and nonaccrual loans (in
thousands of dollars):
             
                                                        December 31
                                                        ___________
                                                        1995   1994
                                                        ____   ____

Loans past due 90 days or more                         $ 135    227
                                                         ===    ===
Nonaccrual loans                                       $ 853    494
                                                         ===    ===

The amount of additional interest income on  nonaccrual  loans which would
have  been  recognized  during 1995 and 1994, had the related  loans  been
performing according to their  original  terms,  approximates  $67,000 and
$38,000,  respectively.   The  income  recognized during 1995 and 1994  on
these loans was not significant.

<PAGE>  11

Loans are placed on nonaccrual status when  management's assessment of the
borrowers' financial condition indicates that  collection  of  interest is
doubtful.   In  making  this  determination,  management considers current
economic and business conditions, the nature of the collateral, collection
efforts and regulatory guidelines.

Potential Problem Loans
________________________

Management  has  identified approximately $104,000  of  potential  problem
loans, which are loans  for  which  payments are contractually current but
the  borrowers  are  currently  experiencing   financial  difficulties  at
December  31,  1995, which are not otherwise identified  as  past  due  or
nonaccrual.

SUMMARY OF LOAN LOSS EXPERIENCE
_______________________________

The following table  summarizes  the  activity  in  the allowance for loan
losses  arising  from  loans charged-off, recoveries of  loans  previously
charged-off,  and  additions  to  the  allowance  charged  to  income  (in
thousands of dollars):

                                                      Years ended
                                                      December 31
                                                     1995     1994
                                                     ____     ____


Balance of the allowance for loan
  losses at beginning of year                      $ 1,104   1,130
                                                     ______  ______
Loans charged-off:
  Commercial, financial and agricultural                 3      15
  Real estate                                           25     112
  Individuals                                           59      56
                                                     ______  ______
                                                        87     183
                                                     ______  ______
Recoveries on loans previously charged-off:
  Commercial, financial and agricultural                 9      14
  Real estate                                           17      57
  Individuals                                           17      26
                                                      _____  ______

                                                        43      97
                                                      _____  ______
Net loans charged-off                                   44      86

Provision charged to income                            136      60
                                                      _____  ______

Balance of the allowance for loan
  losses at end of year                            $ 1,196   1,104
                                                     ======  ======
Ratio of net charge-offs during the year to
  average loans outstanding during the year           0.08%   0.18%
                                                     ======  ======

<PAGE>  12          

Allowance for Loan Losses and Nonperforming Loans
_________________________________________________

Management  considers  the  allowance  for  loan  losses adequate to cover
losses on the loans outstanding as of each reporting  date.   It  must  be
emphasized,  however,  that  the  determination  of the allowance for loan
losses,  using  the  Bank's  procedures  and methods, rests  upon  various
judgments  and  assumptions.   The  factors which  influence  management's
judgment in determining the level of the allowance for loan losses and the
amount which is charged to operating  expenses  are:   (1)  past loan loss
experience;  (2)  composition  of  the  loan portfolio; (3) evaluation  of
potential  future losses; (4) current economic  conditions;  (5)  specific
identification  and  anticipation  of problem and nonperforming loans, and
(6) other relevant factors affecting  loans.   No  assurance  can be given
that  the  Bank  will  not, in any particular period, sustain loan  losses
which are sizable in relation  to  the  amount reserved or that subsequent
evaluations of the loan portfolio, in light of conditions and factors then
prevailing, will not require significant changes in the allowance for loan
losses.  In addition, various regulatory  agencies, as an integral part of
their examination process, periodically review  the  Bank's  allowance for
loan losses.  Such agencies may require the Bank to recognize additions to
the allowance based on their judgment about information available  to them
at the time of their examinations.

The following is an allocation of the allowance for loan losses by related
categories of loans and the percentage of loans in each category to  total
loans (in thousands of dollars):

                                                    December 31
                                                    ___________
                                              1995              1994
                                     __________________  __________________
             
Commercial, financial and
  agricultural                        $    73    6.1%         83    7.5%
Real estate                               978   81.8         899   81.4
Individuals                               145   12.1         122   11.1
                                        _____  _____       _____  _____

                                      $ 1,196  100.0%      1,104  100.0%
                                        =====  =====       =====  =====

DEPOSITS
_________
          
The  daily  average  amounts  and  average  rates  paid  on  deposits  are
summarized below (in thousands of dollars):

                                                 December 31
                                                 ___________
                                            1995             1994
                                     ________________  _________________

Noninterest-bearing demand           $ 10,912    - %      10,111    - %
NOW accounts                           18,166  2.7        19,225  2.3
Money market accounts                  10,892  2.4        11,850  2.5
Savings and IRA accounts               23,096  3.6        24,087  3.3
Certificates of deposit and other time
  deposits, $100,000 and over           3,571  5.2         3,237  3.5
Other certificates of deposit          27,712  4.8        26,856  3.3
                                       ______  ====       ______  ===
                                     $ 94,349             95,366
                                       ======             ======

<PAGE>  13

Remaining maturities of deposits of $100,000 or more at December 31, 1995,
are summarized as follows (in thousands of dollars):

                                                   Over 3
                                         Within    through   Over 12
                                        3 months  12 months  months   Total
                                        ________  _________  _______ _______

Certificates of deposit,
 and other time deposits,
 $100,000 and over                      $ 2,764     1,652       -      4,416
                                         ======     =====     ======   =====

The Bank has no foreign deposits.

RETURN ON EQUITY AND ASSETS
____________________________

The  following  table  shows  the  return on assets (net income divided by
average total assets), return on equity  (net  income  divided  by average
equity),  dividend  payout ratio (dividends declared per share divided  by
net income per share)  and  equity to assets ratio (average equity divided
by average total assets) for each year indicated.

                                                        Year ended
                                                        December 31
                                                        ____________
                                                       1995     1994
                                                      _______ _______

Return on assets                                       1.04%   1.11%
Return on equity                                      12.34   14.43
Dividend payout ratio                                 38.63   30.86
Equity to assets ratio                                 8.39    7.72
                                                      ======= =======
          
Item 2 - Properties
         __________

The principal properties of Bancshares  and  the  Bank  (collectively, the
Company),   are   its   main  offices  located  at  110  Franklin  Street,
Napoleonville, Louisiana,  a  motor branch in Napoleonville, Louisiana, an
automatic  teller machine (ATM)  in  Belle  Rose,  Louisiana,  and  branch
offices in Pierre  Part and Labadieville, Louisiana.  The Bank owns all of
these  properties with  no  encumbrances.   The  Bank  also  owns  certain
leasehold improvements associated with its LaPlace branch.

Item 3 - Legal Proceedings
         __________________

The Company  is  a  party  to  various  ordinary routine legal proceedings
incidental to its business, none of which is believed by management, after
consulting  with counsel, will have a material  effect  on  the  financial
position or results of operations of either Bancshares or the Bank.

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

No matters were  submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.

<PAGE>  14

Item 4a - Executive Officers of the Registrant
          ____________________________________

The executive officers  of  Bancshares  and the Bank are Joseph H. Montero
and  Harold  F. Templet.  Mr. Montero, 61,  is  the  President  and  Chief
Executive Officer  of  Bancshares  and  the  Bank  and  has  served  as an
executive  officer  of  the Bank since 1971.  Mr. Templet, 49, has been an
executive  officer  of  the  Bank  since  1981;  he  currently  serves  as
Bancshares' Secretary and Treasurer and the Bank's Senior Vice President.

PART II
________

Item 5 - Market Price of, and Dividends on, the Registrant's Common Equity
          and Related Stockholder Matters
         _________________________________________________________________

The primary market area for  Bancshares'  common  stock  is the Assumption
Parish area.  There is no established trading market for the common stock.
The  limited  number  of  transactions that have come to the attention  of
management during the past  two years have occurred at prices ranging from
$27 to $42 per share.  No assurance can be given that this range of prices
per share represents the actual market value of Bancshares' common stock.

The approximate number of holders  of  record of each class of Bancshares'
equity securities as of December 31, 1995, was as follows:

         Title of Class                        Number of Record Holders
         _______________                       _________________________

          Common stock, $5 par value                       737

Bancshares'  declared annual dividends to  its  stockholders  of  $416,000
($2.60 per share)  and  $360,000  ($2.25  per share) during 1995 and 1994,
respectively.  Future dividends are dependent  upon the future earnings of
Bancshares and management's discretion.

Item 6 - Selected Financial Data
         ________________________

Selected financial data of Bancshares and the Bank  for  each of the years
in  the  five-year period ended December 31, 1995, is shown  below.    The
selected financial  data  should  be read in conjunction with Management's
Discussion and Analysis of Financial  Condition  and Results of Operations
and the consolidated financial statements and the  related  notes  thereto
for  the  three years ended December 31, 1995, included in Items 7 and  8,
respectively (dollars in thousands, except per share data).

<PAGE>  15

                           SELECTED FINANCIAL DATA
                           ________________________

                             1995      1994      1993    1992      1991
                             _____     ____      ____    ____      ____
Interest income:
 Interest and fees
  on loans                 $ 4,819    4,259     4,169    4,520    4,903
 Interest on securities      2,510    2,668     3,008    3,554    2,595
 Other                         170      151       164      153      367
                           ________  _______   _______  _______  _______
   Total interest
     income                  7,499    7,078     7,341    8,227    7,865

 Interest expense           (3,125)  (2,569)   (2,832)  (3,601)  (4,816)
                           ________  _______   _______  _______  _______
   Net interest
     income                  4,374    4,509     4,509    4,626    3,049

 Provision for possible
   loan losses                (136)     (60)     (321)    (446)    (919)
                           ________  _______   _______  _______  _______

    Net interest
      income after
      provision for
      possible loan
      losses                 4,238    4,449     4,188    4,180    2,130
                           ________  _______   _______  _______  _______

 Other income                  637      531       662      330       75
 Other expenses             (3,582)  (3,539)   (3,241)  (3,101)  (2,761)
                           ________  _______   _______  _______  _______

    Income (loss)
      before income
      taxes                  1,293    1,441     1,609    1,409     (556)

 Income tax expense            216      275       496      432       -
                           ________  _______   _______  _______  _______
    Income (loss)
      before cumulative
      effect of change
      in accounting
      principle              1,077    1,166      1,113     977      (556)

 Cumulative effect of
  change in accounting
  for income taxes              -        -          54      -         -
                           ________  _______   _______  _______  _______

     Net income
      (loss)               $ 1,077    1,166      1,167     977      (556)
                           ========  =======   =======  =======  =========
 Per share data:
  Income (loss) before
   cumulative effect of
   change in accounting
   principle               $  6.73     7.29       6.95    6.11     (3.48)
                           =======   =======    =======  =======  ========
 Cumulative effect of
  change in accounting
  for income taxes              -       -          .34      -        -
                           =======   =======    =======  =======  =======

 Net income (loss)         $  6.73     7.29       7.29    6.11     (3.48)
                           =======   =======    =======  =======  ========
 Dividends declared        $  2.60     2.25       2.50    1.75       -
                           =======   =======    =======  =======  ========
          
Number of shares
   used in computations    160,000  160,000     160,000  160,000  160,000
                           =======  =======     =======  =======  ========
 Total securities        $  37,365   42,676      48,669   45,142   42,539
                           =======  =======     =======  =======  ========
 Total loans             $  57,086   50,576      43,559   42,889   42,717
                           =======  =======     =======  =======  ========
 Total assets            $ 109,108  106,426     105,843  107,728   96,993
                           =======  =======     =======  =======  ========
<PAGE>  16

Item 7 - Management's Discussion and Analysis  of  Financial Condition and
         Results of Operations
         __________________________________________________________________

The following discussion focuses primarily on the Bank  and should be read
in  conjunction  with the consolidated financial statements,  the  related
notes thereto, and other financial information presented herein.

Overview of 1995 Performance
_____________________________


The Bank recorded consolidated net income of $1,077,000 or $6.73 per share
in 1995 as compared  to  a  net income of $1,166,000 or $7.29 per share in
1994, and a net income of $1,167,000  or  $7.29 per share in 1993.  Equity
capital was 8.40% and 7.44% of assets as of  December  31,  1995 and 1994,
respectively.

The  Bank's  net  income decreased slightly in 1995 due primarily  to  two
factors.  First, net  interest  income  fell  from  $4,509,000  in 1994 to
$4,374,000  in  1995.   While  the  Bank achieved a higher rate on earning
assets due to an increase in the loan portfolio, higher rates on interest-
bearing liabilities resulted in an overall  decrease  in  the net interest
margin from 4.60% in 1994 to 4.51% in 1995.  This decrease in net interest
margin is consistent with economic conditions which drove rates on shorter
term liabilities up at a faster pace than longer term earning assets.

Secondly, although charge offs remained low during 1995, the growth in the
loan  portfolio resulted in an increase in the provision for  loan  losses
from $60,000 in 1994 to $136,000 in 1995.  Overall, the provision for loan
losses has decreased since 1991.  The provision in 1991 was unusually high
due to  the deterioration and ultimate bankruptcy of certain of the Bank's
borrowers.   The  Bank  recognized  all  of  the  losses  related to these
borrowers in 1991, and has experienced a much lower level of  loan charge-
offs since 1991.

The  factors  described  above  which  contributed to the decrease in  net
income  during  1995 are offset by an increase  in  other  income.   Other
income of $637,000  in  1995,  compared  to  $531,000  in  1994, increased
primarily due to higher customer service charge income and lower  security
losses.

Throughout  1994 and 1995, the Bank began investing in a larger volume  of
state and municipal  obligations.   The  tax exempt income earned on these
investments was the primary reason the Bank's  effective  income  tax rate
decreased to approximately 17% during 1994 and 1995.

Liquidity and Capital Resources
________________________________

The  Bank's  deposits  increased approximately $1,095,000 at December  31,
1995 as compared to December  31, 1994. Equity as a percentage of year-end
assets increased from 7.44% at  December 31, 1994 to 8.40% at December 31,
1995.  Net earnings of $1,077,000  for  the  year ended December 31, 1995,
and an increase in the fair value of securities  classified  as available-
for-sale of $589,000, offset by dividends of $416,000 resulted  in  a  net
increase  in stockholders' equity of $1,250,000.  The increase in cash and
cash equivalents  was  due  primarily to the increase in deposits, and the
normal cycle of cash flow by  the  agricultural  customers  in  the Bank's
trade area.

<PAGE>  17

In prior years, fluctuating interest rates and competitive forces  in  the
financial  services  industry have intensified the need for management and
matching of maturities  of  various  assets  and  liabilities.  During the
recent past, interest rates earned on loans and newly-acquired  securities
have  generally  stabilized.   However,  elimination of rate ceilings  and
maturity restrictions on a major segment of  the  Bank's  interest-bearing
deposit  accounts,  the  introduction  of  money market accounts  and  the
general deregulation of the financial services  industry  have intensified
competition  for  funds,  resulting  in  the  need for management  of  all
maturities.  This process involves maintaining  liquidity  and controlling
interest sensitivity.  The goal of liquidity management is to ensure funds
are   available  for  customer  needs.   Interest  sensitivity  management
attempts  to  match  shifts  in  earning asset yields with interest paying
liability rates.

Increased competition for funds and  loans,  combined  with the weak local
economic conditions, have created risks for institutions  without adequate
liquidity and favorable opportunities for those which have their resources
structured to take advantage of income opportunities as they  appear.  The
Bank  has an aggregate of approximately $33 million of cash and  due  from
banks,  federal funds sold, securities and loans maturing within one year.
Management  believes the Bank currently has sufficient liquidity.  Further
liquidity may  be  provided  for  the  Bank,  should  the  need  arise, by
acquiring additional deposits and through borrowing from the federal funds
market or through the use of repurchase agreements.

The  dividends declared and paid in 1995, 1994 and 1993 were $2.60,  $2.25
and $2.50  per  share,  respectively.  The continuation of the dividend is
dependent upon the future  profitability  of  the  Bank.  While management
expects  the  Bank  to  be profitable in the future, future  profitability
cannot be predicted with certainty.

The Federal Reserve Board  has  adopted a risk-based capital measure which
is applicable to bank holding companies  and  banks.   The  guidelines for
measuring  compliance with the risk-based capital require a minimum  total
capital standard  of  8% at December 31, 1995, of which 4.00% must consist
of "core" capital (common  stockholders'  equity).   At December 31, 1995,
the Bank was in compliance with the risk-based capital requirements having
both a core and a total capital ratio of 18.38%.  Management  is not aware
of  any  recommendations  by  regulatory  authorities which are reasonably
likely  to  have  a  material  effect  on  the Bank's  liquidity,  capital
resources or operations.

Securities
____________

Securities  which  totaled  $37,365,000 at December  31,  1995,  decreased
approximately  $5,300,000  or  12%  from  1994.   During  1995,  the  Bank
experienced  loan  growth of approximately  $6,500,000  which  was  funded
primarily through sales  and  maturities  of  investments.  The securities
portfolio  is managed with the primary objective  of  generating  interest
income while  maintaining  an  appropriate  level  of  asset liquidity and
controlling the Bank's net interest rate risk position.

<PAGE>  18

The  Bank  adopted  the  provisions  of Statement of Financial  Accounting
Standards No. 115, Accounting for Certain  Investments  in Debt and Equity
Securities  (Statement  115)  at December 31, 1993.  Under Statement  115,
held-to-maturity securities are  those  securities  which the Bank has the
ability and intent to hold until maturity.  Trading securities  are bought
and  held principally for the purpose of selling them in the near  future.
The Bank  has  not  established a trading portfolio.  All other securities
not included in trading  or  held-to-maturity are classified as available-
for-sale.  Trading and available-for-sale  securities are recorded at fair
value.   Held-to-maturity  securities  are  recorded  at  amortized  cost,
adjusted for the amortization or accretion of premiums and discounts.

As  a result of increases in the general level  of  market  interest  rate
during  1994, the carrying value of securities available for sale included
$552,000  in net unrealized losses, net of taxes, as of December 31, 1994.
Management  considered  the  gross  unrealized  losses  in  the securities
portfolio to be temporary in nature.

During  November  1995,  the  Financial Accounting Standards Board  (FASB)
issued a "A Guide to Implementation  of  Statement  115  on Accounting for
Certain Investments in Debt and Equity Securities" (Implementation Guide).
In  accordance  with  the  Implementation  Guide,  the  Bank  reclassified
securities with an amortized cost of $10,899,000 and a net unrealized gain
of $14,600 from held-to-maturity to available-for-sale as of December  31,
1995.

After  this  reclassification, securities with a fair value of $22,687,000
have been identified  as available-for-sale.  Improving bond prices caused
a significant change in the market values of these securities during 1995.
Fair value of securities  classified  as available-for-sale exceeded their
amortized cost by $56,000.  Included in  other liabilities at December 31,
1995, is $19,000 to reflect the tax effect of unrealized holding gains.  A
net unrealized gain on securities of $37,000  is included in stockholders'
equity at December 31, 1995.

Allowance and Provision for Loan Losses
________________________________________

The provision for loan losses was $136,000 in 1995,  compared  to  $60,000
and $321,000 in 1994 and 1993, respectively.  While the Bank continues  to
experience  a  low  level  of  charge  offs,  growth in the loan portfolio
resulted  in  a  higher provision for loan losses  in  1995.   The  Bank's
allowance for loan  losses  as  a  percentage of gross loans was 2.09% and
2.18% at December 31, 1995 and 1994, respectively.  The provision for loan
losses is based upon management's evaluation of the loan portfolio and the
prevailing local economy.  Management  continues  to evaluate the adequacy
of the allowance for loan losses on an ongoing basis  and  believes, based
on its analysis, that the allowance is adequate to absorb losses  relating
to these and other credits in the portfolio.

The  level  of nonperforming assets, which includes other real estate  and
nonaccrual loans,  increased to approximately $874,000 in 1995 compared to
$681,000 and $732,000  in  1994  and 1993, respectively.  This increase in
nonperforming assets is not the result of a single borrower, rather, it is
due to several residential and commercial  real  estate loans being placed
on nonaccrual status during 1995.  As a percentage  of  total  loans  plus
foreclosed  assets, nonperforming assets were 1.5%, 1.3%, 1.7% at December
31, 1995, 1994  and 1993, respectively.  Management does not believe there
has been an overall  deterioration  in  asset quality as a result of these
changes.

<PAGE>  19

Net Interest Income
____________________

The primary factors which impact net interest  income are the gross amount
and mix of interest-earning assets and interest-bearing liabilities, their
respective yields, and relative sensitivity to changes  in market interest
rates.

Net interest income in 1995 was $4,374,000, down from $4,509,000  in  both
1994  and  1993.   Although  interest rates increased substantially during
1995, the Bank's yield on loans  decreased slightly due to the significant
portion  of  fixed  rate  loans.   The   Bank's   yields   on  loans  have
traditionally lagged the current interest rate environment.   At  the same
time, the Bank's deposit liabilities reprice faster, resulting in moderate
rate  increases  during  1995.  The net result is a small decrease in  the
Bank's  net  interest  margin   for  1995.   Further,  the  Bank's  larger
allocation  of investments in tax  free  municipal  obligations  at  lower
coupon rates  resulted  in  a  reduced  net  interest  income.   The table
entitled  Distribution  of  Assets,  Liabilities and Stockholders' Equity;
Interest  Rates  and Interest Differential  appearing  under  the  heading
Statistical Information  in Item 1 above reveals how decreasing volumes of
interest-earning assets, increasing  rates earned on those assets combined
with lower volumes of interest-bearing  liabilities  at  rates higher than
the  previous year resulted in a $134,000 lower net interest  income  when
compared with 1994.

Other Income
_____________

Other  income  in  1995 was $637,000, up from the 1994 amount of $531,000,
and down slightly from $662,000 in 1993.  The fluctuations in other income
for 1995, 1994 and 1993  are  primarily  due  to  security  gains  in 1993
compared  to  losses  realized  in  1994  and  1995 and changes in service
charges earned on deposit accounts.

Other Expenses
______________

Other  expenses in 1995 totaled $3,582,000, 1994  totaled  $3,539,000,  up
from $3,241,000 in 1993.  Salaries and employee benefits increased $87,000
from 1994  to  1995 due to the addition of one full-time and two part-time
employees as well  as an increase in pension costs.  During 1995, the Bank
Insurance Fund (BIF)  administered by the FDIC, became fully funded.  As a
result,  the  Bank's  FDIC   insurance  premiums  decreased  approximately
$100,000.  Expenses to maintain  other  real  estate decreased during 1995
due  to the Bank's falling level of foreclosures.   Professional  services
expenses  increased  due  to  additional  legal and accounting fees during
1995.

Other expenses increased from $3,241,000 in  1993  to  $3,539,000  in 1994
primarily  due  to  the  opening  of  a new branch office in January 1994.
Salaries and employee benefits increased  $186,000  during 1994 due to the
addition of five new employees.

Income Taxes
_____________

Note 8 to the consolidated financial statements includes  a reconciliation
of  income  tax expense for the years ended December 31, 1995,  1994,  and
1993 to the expected  income  tax  expense, based on the statutory federal
income tax rate of 34%.  Tax-exempt  interest  of  $721,000,  $501,000 and
$166,000 during 1995, 1994 and 1993, respectively, was a principal  factor
in reducing the effective tax rate during those years.

<PAGE>  20

Fair Value of Financial Instruments
____________________________________

The  Bank  adopted  the  provisions  of  Statement of Financial Accounting
Standards No. 107, Disclosures About Fair  Value  of Financial Instruments
(Statement 107) at December 31, 1995.  Under Statement  107,  the Bank has
disclosed fair value information for its financial instruments.   Refer to
note 11 to the consolidated financial statements for further detail.

The fair value of financial instruments is based upon quoted market prices
or management's best estimate of the values at which the instruments could
be exchanged in a transaction between willing parties.  Estimates of  fair
values  are  based  on present value and other valuation techniques, which
are significantly affected  by  the  assumptions  used, including discount
rates and estimates of future cash flows.  As such, the derived fair value
estimates  may  not  be  realizable  in  an  immediate settlement  of  the
instruments.

It is not management's intention to immediately  dispose  of a significant
portion of its financial instruments; thus, any unrealized gains or losses
should not be interpreted as a forecast of future earnings and cash flows.

Effect of Inflation
____________________

Inflation is not a material factor affecting the Bank's business.  General
operating  expenses  such as salaries and employee benefits are,  however,
subject to normal inflationary pressures.

Effects of Financial Accounting Standards Issued but not Adopted
_________________________________________________________________

In March 1995, the Financial  Accounting  Standards Board issued Statement
of Financial Accounting Standards No. 121,  Accounting  for the Impairment
of  Long-Lived  Assets  and  for  Long-Lived  Assets  to  be  Disposed  Of
(Statement  121).  Statement 121 provides guidance for the recognition  of
impairment losses related to long-lived assets, such as bank premises, and
certain  intangibles  and  related  goodwill.   The  Statement,  which  if
effective  for  fiscal  years  beginning after December 15, 1995, requires
that  assets  be  reviewed  for  impairment  when  events  or  changes  in
circumstances  indicate  the carrying  amount  of  an  asset  may  not  be
recoverable.  The Company  has  determined that adoption of the provisions
of Statement 121 will have no material  effect  on its financial condition
and results of operations.

In May 1995, the Financial Accounting Standards Board  issued Statement of
Financial Accounting Standards No. 122, Accounting for Mortgage  Servicing
Rights,  an  Amendment to FASB Statement No. 65 (Statement 122). Statement
122 requires that  entities  recognize,  as separate assets, the rights to
service  mortgage loans for others, however  those  servicing  rights  are
acquired.   The  Statement, which is to be applied prospectively in fiscal
years beginning after December 15, 1995, also requires that the assessment
of capitalized mortgage  servicing  rights  for impairment be based on the
fair value of those rights.  The Company has  determined  that adoption of
Statement 122 will have no effect on its financial condition  and  results
of operations.

<PAGE>  21

Item 8 - Financial Statements and Supplementary Data
         ___________________________________________

Index to Financial Statements
 _______________________________

Independent Auditors' Report

Consolidated Statements of Condition as of December 31, 1995 and 1994

Consolidated  Statements  of  Operations  for the years ended December 31,
  1995, 1994 and 1993

Consolidated  Statements  of  Stockholders' Equity  for  the  years  ended
  December 31, 1995, 1994 and 1993

Consolidated Statements of Cash  Flows  for  the  years ended December 31,
  1995, 1994 and 1993

Notes to Consolidated Financial Statements for the  years  ended  December
  31, 1995, 1994 and 1993

All  schedules  have  been omitted because they are not applicable or  the
required information is presented in the consolidated financial statements
or notes thereto.

<PAGE>  22

                                    Independent Auditors' Report
                                    ______________________________

The Board of Directors
Assumption Bancshares, Inc.:


We have audited the accompanying  consolidated  statements of condition of
Assumption Bancshares, Inc. and subsidiary as of  December  31,  1995  and
1994, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the years in the three-year period ended
December 31,  1995.   These  consolidated  financial  statements  are  the
responsibility  of  the  Company's  management.   Our responsibility is to
express an opinion on these consolidated 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 audit 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 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
Assumption Bancshares, Inc. and subsidiary at December 31, 1995  and 1994,
and the results of their operations and their cash flows for each  of  the
years  in  the  three-  year period ended December 31, 1995, in conformity
with generally accepted accounting principles.

As discussed in note 1, the  Company  changed its method of accounting for
securities to adopt the provisions of the  Financial  Accounting Standards
Board's  Statement  of  Financial  Accounting  Standards (SFAS)  No.  115,
Accounting  for  Certain  Investments  in  Debt and Equity  Securities  at
December 31, 1993.  Also, as discussed in note  1, the Company changed its
method  of  accounting  for income taxes to adopt the  provisions  of  the
Financial Accounting Standards Board's SFAS No. 109, Accounting for Income
Taxes on January 1, 1993.

KPMG PEAT MARWICK LLP

New Orleans, Louisiana
January 11, 1996

<PAGE>  23

                         ASSUMPTION BANCSHARES, INC.
                                AND SUBSIDIARY

                   Consolidated Statements of Condition

                         December 31, 1995 and 1994
                                                     
      Assets                              1995         1994
      _______                           ________     _________

Cash and due from banks               $ 6,293,399    5,646,119
Federal funds sold                      5,950,000    4,800,000
                                      ___________    __________

     Cash and cash equivalents         12,243,399   10,446,119

Interest-bearing time deposits             99,000       99,000
Securities (note 2):
  Held-to-maturity (market values of
   $14,765,181 and $23,765,186
   at December 31, 1995 and 1994,
   respectively)                       14,677,589   25,509,568
  Available-for-sale (amortized cost
   of $22,630,690 and $18,002,372
   at December 31, 1995 and 1994,
   respectively)                       22,686,923   17,166,810

Loans (note 3)                         57,086,118   50,575,872
 Less allowance for loan losses         1,195,517    1,103,823
                                      ____________ ____________
                                       55,890,601   49,472,049

Other real estate                          20,717      187,243
Bank premises and equipment, 
   net (note 4)                         2,230,281    2,052,931
Accrued interest receivable               814,196      819,816
Other assets (note 5)                     444,794      672,006
                                      ____________ _____________
                                    $ 109,107,500  106,425,542
                                      ============ =============

 Liabilities and Stockholders' Equity
 _____________________________________

Deposits (note 6):
  Noninterest-bearing deposits         12,542,093   11,419,962
  Interest-bearing deposits            86,806,028   86,832,805
                                      ____________ ____________
                                       99,348,121   98,252,767

Accrued interest payable                  340,500      193,474
Other liabilities and accrued expenses    252,980       63,584
                                      ____________ ____________
   Total liabilities                   99,941,601   98,509,825
                                      ____________ ____________
                                                                         
                                                        (Continued)
<PAGE>  24

                      ASSUMPTION BANCSHARES, INC.
                              AND SUBSIDIARY

            Consolidated Statements of Condition, continued


                                                      1995        1994
                                                      _____       _____
Stockholders' equity (note 9):
  Common stock - $5 par value.  Authorized
    1,000,000 shares; issued and outstanding
    160,000 shares in 1995 and 1994               $  800,000     800,000
  Paid-in capital                                    450,000     450,000
  Retained earnings                                7,878,785   7,217,554
  Unrealized gain (loss) on securities,
     net of income taxes                              37,114    (551,837)
                                                   __________ ___________
          Total stockholders' equity               9,165,899   7,915,717
                                                   __________ ___________
Commitments (notes 5 and 10)
                                                $109,107,500 106,425,542
                                                 =========== ===========

See accompanying notes to consolidated financial statements.

<PAGE>  25

                        ASSUMPTION BANCSHARES, INC.
                             AND SUBSIDIARY

                   Consolidated Statements of Operations

               Years ended December 31, 1995, 1994 and 1993

                                            1995       1994       1993
                                      ____________ ___________ ___________
Interest income:
  Interest and fees on loans          $ 4,818,574   4,258,766   4,169,253
  Interest on securities:
    Taxable                             1,800,819   2,177,923   2,841,888
    Exempt from federal income taxes      709,192     489,820     166,280
  Interest on federal funds sold          163,735     146,561     158,476
  Interest on deposits with banks           6,510       4,810       5,025
                                      ____________ ___________ ___________
        Total interest income           7,498,830   7,077,880   7,340,922

Interest expense on deposits            3,124,468   2,568,689   2,831,879
                                      ____________ ___________ ___________
        Net interest income             4,374,362   4,509,191   4,509,043

Provision for loan losses (note 3)        136,000      60,000     320,500
                                      ____________ ___________ ___________
        Net interest income after
          provision for loan losses     4,238,362   4,449,191   4,188,543
                                      ____________ ___________ ___________

Other income:
  Service charges on customer accounts    422,508     382,879     430,345
  Securities gains (losses)                (9,318)    (48,997)     82,688
  Other                                   223,327     197,340     148,472
                                      ____________ ___________ ___________
                                          636,517     531,222     661,505
Other expenses (note 7)                 3,581,629   3,539,335   3,240,927
                                      ____________ ___________ ___________
       Income before income
        taxes and cumulative
        effect of change in
        accounting principle            1,293,250   1,441,078    1,609,121
Income tax expense (note 8)               216,019     274,859      496,531
                                      ____________ ___________ ___________
       Income before cumulative
        effect of change in
        accounting principle            1,077,231   1,166,219    1,112,590

Cumulative effect of change in
 accounting for income taxes                  -           -         54,255
                                      ____________ ___________ ___________

        Net income                    $ 1,077,231   1,166,219    1,166,845
                                      ============ =========== ===========
Per share data:
  Income before cumulative
   effect of change in
   accounting principle                      6.73        7.29         6.95

  Cumulative effect of change
   in accounting for income taxes               -          -           .34
                                      ____________ ___________ ___________

  Net income                            $    6.73        7.29         7.29
                                      ============ =========== ============
  Number of shares used in computations   160,000     160,000      160,000
                                      ============ =========== ============
See accompanying notes to consolidated financial statements.

<PAGE>  26

                ASSUMPTION BANCSHARES, INC.
                      AND SUBSIDIARY
                
            Consolidated Statements of Stockhlders' Equity       
            
            Years ended December 31, 1995, 1994 and 1993

<TABLE>
<CAPTION>                                                              Net
                                                                     unrealized
                                                                       gain or         Total
                                  Common     Paid-in     Retained    (loss)  on     stockholders'
                                   stock     capital      earnings    securities        equity
                                 __________ __________  ____________ ______________ ______________
<S>                              <C>          <C>        <C>          <C>             <C>
Balances at January 1, 1993      $ 800,000    450,000    5,644,490         -          6,894,490
Net Income                            -          _       1,166,845         _          1,166,845
Dividends declared, $2.50
  per common share                    _          _        (400,000)        _           (400,000)
Implementation of change
  in accounting for
  investment securities,
  net of tax expense of
  $139,701                            _          _            _        271,185          271,185
                                 __________ __________  ____________ ______________ ______________                            
Balances at December 31, 1993      800,000    450,000    6,411,335     271,185        7,932,520

Net Income                            -          -       1,166,219        -           1,166,219
Dividends declared, $2.25                                 
  per common share                    -          -        (360,000)       -            (360,000)
Change in unrealized gain
  (loss) on securities, net
  of tax benefit of $423,981          -          -            -       (823,022)        (823,022)
                                 __________ __________  ____________ ______________ ______________
Balances at December 31, 1994      800,000    450,000    7,217,554    (551,837)       7,915,717

Net Income                            -          -       1,077,231        -           1,077,231
Dividends declared, $2.60                                 (416,000)       -            (416,000)
  per common share                    -          -
Change in unrealized gain (loss)
  on securities, net of tax
  expense of $303,400                 -          -           -         558,951          588,951
                                 __________ __________  ____________ ______________ ______________
Balances at December 31, 1995      800,000    450,000    7,878,785      37,114        9,165,899
                                 ========== ==========  ============ ============== ==============
See accompanying notes to consolidated financial statements.
                       
</TABLE>

<PAGE>  27                       
                       ASSUMPTION BANCSHARES, INC.
                              AND SUBSIDIARY

                  Consolidated Statements of Cash Flows

               Years ended December 31, 1995, 1994 and 1993


                                              1995        1994         1993
                                         ____________ ____________ ___________

Cash flows from operating activities:
   Net income                            $ 1,077,231    1,166,219   1,166,845
   Adjustments to reconcile net
    income to net cash provided
    by operating activities:
      Depreciation and amortization          201,625      199,800     152,016
      Provision for loan losses              136,000       60,000     320,500
      Securities losses (gains)                9,318       48,997     (82,688)
      Writedown of other real estate             -         63,554      79,753
      Decrease (increase) in accrued
       interest receivable                     5,620      (46,862)     59,805
      Increase in accrued
       interest payable                      147,026      (18,941)    (46,047)
      Other                                  113,205       11,057    (217,737)
                                         ____________ ____________ ___________
          Net cash provided by
           operating activities            1,690,025    1,483,824   1,432,447
                                         ____________ ____________ ___________
Cash flows from investing activities:
  Proceeds from sales of securities
   available-for-sale                      5,213,282   11,523,329  13,592,242
  Maturities of and principal payments
   on securities held-to-maturity          2,256,336    5,075,055  15,708,390
  Purchases of securities available-for
   sale                                     (489,431)    (458,675)       -
  Maturities of and principal payments
   on securities available-for-sale        1,503,873    3,250,573        -
  Purchases of securities held-to-
   maturity                                (2,323,160)(14,780,358)(27,141,543)
  Loans originated, net of principal
   collected                               (6,577,548) (7,055,327)   (910,306)
  Proceeds from sales of other real
   estate                                     228,733       -         226,203
  Capital expenditures                       (384,184)   (613,554)   (700,442)
                                         ____________ ____________ ___________
          Net cash provided by (used
            in) investing activities         (572,099) (3,058,957)    774,544
                                         ____________ ____________ ___________

                                                                  (Continued)
<PAGE>  28
                                    ASSUMPTION BANCSHARES, INC.
                                           AND SUBSIDIARY

                          Consolidated Statements of Cash Flows, continued


                                              1995        1994         1993
                                         ____________ ____________ ___________
          
Cash flows from financing activities:
  Net increase (decrease) in demand
   deposits, NOW accounts, money
   market accounts and savings and
   IRA accounts                          $ (778,149)    1,712,634    (100,112)
  Net increase (decrease) in
   certificates of deposit                1,873,503      (981,814) (2,846,106)
  Dividends paid                           (416,000)     (360,000)   (400,000)
                                         ____________ ____________ ___________
         Net cash provided by (used
            in) financing activities        679,354       370,820  (3,346,218)
                                         ____________ ____________ ___________
Net increase (decrease) in cash
 and cash equivalents                     1,797,280    (1,204,313) (1,139,227)

Cash and cash equivalents at
 beginning of year                       10,446,119    11,650,432  12,789,659
                                         ____________ ____________ ___________

Cash and cash equivalents at
 end of year                            $12,243,399    10,446,119  11,650,432
                                         ============ ============ ===========
Supplemental disclosures:
 Interest paid                          $ 2,977,442     2,587,630   2,877,926
                                         ============ ============ ===========
Income taxes paid                       $   250,000       310,000     460,000
                                         ============ ============ ===========
See accompanying notes to consolidated financial statements.

<PAGE>  29
                             
                             ASSUMPTION BANCSHARES, INC.
                                   AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                     December 31, 1995, 1994 and 1993


(1) Summary of Significant Accounting Policies

 (a) Organization
    ______________

    Assumption Bancshares, Inc.  (Bancshares)  was incorporated under the laws
    of the State of Louisiana in 1984.  On July  31, 1984, Assumption Bank and
    Trust Company (the Bank) was reorganized as a  subsidiary  of  Bancshares.
    Prior   to   July  31,  1984,  Bancshares  had  no  significant  activity.
    Bancshares is  currently  engaged, through the Bank subsidiary, in banking
    activities.  The Bank is the principal asset and primary source of revenue
    for Bancshares.

    The Bank is subject to competition  from  other financial institutions and
    the regulations of certain government agencies.  The government regulatory
    authorities  periodically  examine  the  Bank's  financial  condition  and
    regulatory compliance.

 (b) Basis of Presentation
    ______________________

    The consolidated financial statements include  the financial statements of
    Bancshares  and  the  Bank.   All  significant intercompany  balances  and
    transactions have been eliminated in consolidation.  All references to the
    "Bank"  appearing  hereafter  shall  mean  the  consolidated  balances  of
    Bancshares and the Bank.

 (c) Securities
    ___________

    The  Bank  adopted  the provisions of Statement  of  Financial  Accounting
    Standards No. 115, Accounting  for  Certain Investments in Debt and Equity
    Securities (Statement 115) at December 31, 1993.  Under Statement 115, the
    Bank  classifies  its  securities in one  of  three  categories:  trading,
    available-for-sale, or held-to-maturity.   Trading  securities  are bought
    and  held principally for the purpose of selling them in the near  future.
    The Bank  has  not  established  a  trading  portfolio.   Held-to-maturity
    securities  are  those  securities  in which the Bank has the ability  and
    intent  to  hold until maturity.  All other  securities  not  included  in
    trading or held-to-maturity are classified as available-for-sale.

    Trading and available-for-sale  securities  are  recorded  at  fair value.
    Held-to-maturity  securities are recorded at amortized cost, adjusted  for
    the  amortization or  accretion  of  premiums  or  discounts.   Unrealized
    holding  gains  and losses on trading securities are included in earnings.
    Unrealized holding  gains  and  losses,  net of the related tax effect, on
    available-for-sale securities are reported  as  a  separate  component  of
    stockholders'  equity  until  realized.   Transfers  of securities between
    categories are recorded at fair value at the date of transfer.  Unrealized
    holding  gains  and losses are recognized in earnings for  transfers  into
    trading securities.   Unrealized  holding  gains or losses associated with
    transfers of securities from held-to-maturity  to  available-for-sale  are
    recorded as a separate component of stockholders' equity.  The

                                                                 (Continued)
<PAGE>  30
                                    
                           ASSUMPTION BANCSHARES, INC.
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


    unrealized  holding  gains or losses included in the separate component of
    equity for securities  transferred  from  available-for-sale  to held-for-
    maturity  are  maintained  and  amortized into earnings over the remaining
    life of the security as an adjustment to yield in a manner consistent with
    the amortization or accretion of  premium  or  discount  on the associated
    security.

    A  decline  in  the  market  value  of any available-for-sale or  held-to-
    maturity security below cost that is  deemed  other than temporary results
    in a charge to earnings resulting in the establishment of a new cost basis
    for the security.

    Premiums and discounts are amortized or accreted  over  the  life  of  the
    related  security  as  an adjustment to yield using the effective interest
    method.  Interest income  is  recognized  when earned.  Realized gains and
    losses  for  securities  classified  as  available-for-sale  and  held-to-
    maturity  are  included in earnings and are  derived  using  the  specific
    identification method for determining the cost of securities sold.
    
 (d) Allowance for Loan Losses
    ___________________________

    Management considers  the  allowance  for  loan losses adequate to  absorb
    losses  on  the  loans  outstanding  as  of  each  reporting   date.   The
    determination   of  the  allowance  for  loan  losses,  using  the  Bank's
    procedures and methods,  is  based upon various judgments and assumptions.
    The factors which influence management's judgment in determining the level
    of the allowance for loan losses  and  the  amount  which  is  charged  to
    operating  expenses are: (1) past loan loss experience; (2) composition of
    the loan portfolio; (3) evaluation of potential future losses; (4) current
    economic conditions;  (5)  specific  identification  and  anticipation  of
    problem  and nonperforming loans, and (6) other relevant factors affecting
    loans.  No  assurance  can  be  given  that  the  Bank  will  not,  in any
    particular  period,  sustain loan losses which are sizable in relation  to
    the amount reserved or  that subsequent evaluations of the loan portfolio,
    in light of conditions and  factors  then  prevailing,  will  not  require
    significant  changes  in  the  allowance  for  loan  losses.  In addition,
    various  regulatory  agencies,  as  an integral part of their  examination
    process, periodically review the Bank's  allowance  for loan losses.  Such
    agencies  may  require the Bank to recognize additions  to  the  allowance
    based on their judgment about information available to them at the time of
    their examinations.

    During the first  quarter of 1995, the Bank adopted Statement of Financial
    Accounting Standard  No.  114, Accounting by Creditors for Impairment of a
    Loan (Statement No. 114) and  Statement  of Financial Accounting Standards
    No.  118,  Accounting  by Creditors for Impairment  of  a  Loan  -  Income
    Recognition and Disclosures  (Statement  No.  118).   The Bank applied the
    provisions of Statement No. 114 and Statement No. 118 to all of its loans,
    except for its consumer installment loans which are collectively evaluated
    for impairment.

                                                                 (Continued)
<PAGE>  31

                           ASSUMPTION BANCSHARES, INC.
                                 AND SUBSIDIARY

                  Notes to Consolidated Financial Statements


    Pursuant to Statement No. 114 and Statement No. 118, a  loan is considered
    to  be  impaired  when,  based  on current information and events,  it  is
    probable that the Bank will be unable  to  collect  principal and interest
    amounts  due  according  to the contractual terms of the  loan  agreement.
    When  a  loan  is impaired, the  measurement  of  its  impairment  can  be
    determined in one  of three ways, as follows: (1) the present value of the
    expected  cash flows  of  the  loan  discounted  at  the  loan's  original
    effective interest  rate,  (2) the observable market price of the impaired
    loan, or (3) the fair value  of  the  collateral of a collateral-dependent
    loan.  The amount by which the recorded investment in the loan exceeds the
    measure  of  the  impaired loan is recognized  by  recording  a  valuation
    allowance with a corresponding  charge  to the provision for possible loan
    losses.  The effect of adopting Statement No. 114 and Statement No. 118 on
    the Bank's financial condition and results of operations was immaterial.

 (e) Other Real Estate
    ___________________

    Other  real  estate  consists of properties  that  were  acquired  through
    foreclosure or through acceptance of a deed in lieu of foreclosure.  These
    properties are recorded  at  the  lower  of  cost  or  fair  value, net of
    estimated selling costs.  When a reduction from the carrying value  of the
    loan  to  the  fair  value  of  the  property  is  required at the time of
    foreclosure, the difference is charged to the allowance  for  loan losses.
    Revenues  and  expenses  associated  with  operating these properties  are
    recorded during the period in which they are received or incurred.
    
    The process of determining the appropriate valuation  of other real estate
    involves  judgments  and  estimates that are particularly  susceptible  to
    change.

 (f) Bank Premises and Equipment
    _____________________________

    Bank  premises  and  equipment   are  stated  at  cost,  less  accumulated
    depreciation.  Depreciation of bank  premises  and equipment is calculated
    using  a  combination of straight-line and accelerated  methods  over  the
    estimated useful  lives of the assets.  Estimated useful lives range up to
    39 years for buildings,  3-10  years  for  furniture and equipment and the
    shorter of the lease term or the useful life for leasehold improvements.
   
                                                                  (Continued)
<PAGE>  32

                          ASSUMPTION BANCSHARES, INC.
                                 AND SUBSIDIARY

                 Notes to Consolidated Financial Statements


 (g) Interest Income on Loans
    _________________________

   Accrual  of interest on loans is discontinued  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.   Loan  origination  fees, net of loan origination
   costs,  are  recognized  over the life of the loan  as  an  adjustment  to
   interest income.

 (h) Income Taxes
   ________________

   Effective January 1, 1993, the Company adopted the provisions of Statement
   of Financial Accounting Standards  No.  109,  Accounting  for Income Taxes
   (Statement 109) and has reported the cumulative effect of that  change  in
   the  method  of  accounting  for  income  taxes  in  the 1993 consolidated
   statement  of income.  Under the asset and liability method  of  Statement
   109, deferred tax assets and liabilities are recognized for the future tax
   consequences  attributable  to differences between the financial statement
   carrying amounts of existing  assets  and liabilities and their respective
   tax bases and operating loss and tax credit  carryforwards.   Deferred tax
   assets  and  liabilities are measured using enacted tax rates expected  to
   apply to taxable  income in the years in which those temporary differences
   are expected to be  recovered or settled.  Under Statement 109, the effect
   on deferred tax assets  and  liabilities  of  a  change  in  tax  rates is
   recognized in income in the period that includes the enactment date.
   
 (i) Pension Plan
  ________________

   The  Bank  participates in a noncontributory defined-benefit pension  plan
   organized by the Louisiana Bankers' Association which covers substantially
   all employees.   Pension  costs are actuarially determined and include the
   amortization of prior service  costs  over the estimated remaining service
   periods of the Bank's employees.  Funding  is  based  on  a  review of the
   specific  requirements and an evaluation of the assets and liabilities  of
   the  defined-benefit   pension  plan.   The  Bank  does  not  provide  any
   postretirement or postemployment benefits, except for those provided under
   the pension plan.

 (j) Advertising Cost
   ___________________

   The costs of advertising are expensed as incurred.

 (k) Reclassification
   ___________________

   Certain  reclassifications   were   made  to  the  consolidated  financial
   statements of prior years to conform with the presentation for 1995.
   
                                                             (Continued)
<PAGE>  33
                                    
                         ASSUMPTION BANCSHARES, INC.
                               AND SUBSIDIARY

               Notes to Consolidated Financial Statements


 (l) Use of Estimates
   ___________________

  Management  of the Bank has made a number  of  estimates  and  assumptions
  relating to the  reporting of assets and liabilities and the disclosure of
  contingent assets and liabilities to prepare these financial statements in
  conformity with generally  accepted accounting principles.  Actual results
  could differ from those estimates.

 (m) Earnings per Share
   _____________________

  Earnings per share have been computed on the basis of the weighted average
  number of shares of common stock outstanding during the year.
 
 (n) Statements of Cash Flows
   ___________________________

   For  purposes of the consolidated  statements  of  cash  flows,  the  Bank
   considers due from banks and federal funds sold to be cash equivalents.

(2)  Securities
    ____________

The amortized  cost,  gross  unrealized  holding  gains,  gross unrealized
holding  losses  and fair value of available-for-sale and held-to-maturity
securities by major  security  type at December 31, 1995 and 1994, were as
follows:

                                         Gross      Gross
                            Amortized  unrealized  unrealized    Fair
1995                          cost       gains      losses       value
_____                       _________ ___________ ___________  __________

Held-to-maturity:
  Mortgage-backed
     securities            $ 4,252,551    81,325    (23,588)    4,310,288
  State and municipal
     obligations             9,970,032   152,595   (160,637)    9,961,990
  Collateralized
     mortgage
     obligations               455,006    37,897       -          492,903
                            ___________ _________  __________  ___________

  Total held-to-
     maturity               14,677,589   271,817   (184,225)    14,765,181
                            ___________ _________  __________  ____________

                                                            (Continued)

<PAGE>  34
                                    
                            ASSUMPTION BANCSHARES, INC.
                                  AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


                                               Gross      Gross
                                 Amortized  unrealized  unrealized   Fair
    1995                           cost        gains     losses     value
   ______                       __________  __________  __________ ________
          
Available-for-sale:
  Mortgage-backed securities  $ 16,748,075   121,091   (137,987)  16,731,179
  Other U.S. Government
   agencies                      1,420,185    70,755     (9,263)   1,481,677
  State and municipal
   obligations                   4,174,676    32,747    (48,128)   4,159,295
  Collateralized mortgage
   obligations                     287,754    27,018         -       314,772
                                ___________ __________ __________ __________
   Total available-for-sale     22,630,690   251,611    (195,378) 22,686,923
                                ___________ __________ __________ __________
  Total securities            $ 37,308,279   523,428    (379,603) 37,452,104
                                =========== ========== ========== ==========
          
          

                                               Gross      Gross
                                 Amortized  unrealized  unrealized   Fair
    1994                           cost        gains     losses     value
   ______                       __________  __________  __________ ________
          
Held-to-maturity: 
 U.S. Treasury securities      $  501,404        -        (169)     501,235
 Mortgage-backed securities    11,497,485        -    (814,066)  10,683,419
 Other U.S. Governmentagencies  1,242,368       288    (45,262)   1,197,394
 State and municipal 
   obligations                 11,774,541     5,585   (867,935)  10,912,191
 Collateralized mortgage
   obligations                    493,770        10    (22,833)     470,947
                                __________  _________ __________ ___________
   Total held-to-maturity      25,509,568     5,883 (1,750,265)  23,765,186


                                                              (Continued)
<PAGE>  35                                    
                            ASSUMPTION BANCSHARES, INC.
                                  AND SUBSIDIARY
                   
                    Notes to Consolidated Financial Statements


                                               Gross      Gross
                                 Amortized  unrealized  unrealized   Fair
    1994                           cost        gains     losses     value
   ______                       __________  __________  __________ ________

Available-for-sale:
  Mortgage-backed securities    $16,568,909   2,809    (771,111)  15,800,607
  Other U.S. Government
   agencies                         458,961     -          (286)     458,675
  State and municipal
   obligations                      687,482     -       (33,925)     653,557
  Collateralized mortgage
   obligations                      287,020     -       (33,049)     253,971
                                ___________ _________ ___________ __________
    Total available-for-sale     18,002,372   2,809    (838,371)  17,166,810
                                ___________ _________ ___________ __________
    Total securities           $ 43,511,940   8,692  (2,588,636)  40,931,996
                                =========== ========= =========== ==========

The amortized  cost and fair values of securities at December 31, 1995, by
remaining contractual  maturity are shown below (in thousands of dollars).
Expected maturities will  differ  from contractual maturities on mortgage-
backed  securities  and  other  securities   which   may  have  prepayment
provisions.

                                                   Amortized   Fair
                                                     cost      value
                                                  __________ __________
Held-to-maturity:
    Due in one year or less                        $   55         56
    Due after one year through five years             506        515
    Due after five years through ten years          5,234      5,256
    Due after ten years                             4,175      4,135
    Mortgage-backed securities and
      collateral mortgage obligations               4,708      4,803
                                                  __________ _________
      Total held-to-maturity                       14,678     14,765
                                                  __________ _________
Available-for-sale:
    Due in one year or less                           200        225
    Due after one year through five years           3,109      3,165
    Due after five years through ten years          2,154      2,119
    Due after ten years                               131        132
    Mortgage-backed securities and
      collateral mortgage obligations              17,036     17,046
                                                  __________ _________
      Total available-for-sale                     22,630     22,687
                                                  __________ _________
      Total securities                           $ 37,308     37,452
                                                  ========== =========
              
                                                                (Continued)

<PAGE>  36
                         ASSUMPTION BANCSHARES, INC.
                               AND SUBSIDIARY

               Notes to Consolidated Financial Statements


During  November  1995,  the Financial Accounting Standards  Board  (FASB)
issued "A Guide to Implementation  of  Statement  115  on  Accounting  for
Certain Investments in Debt and Equity Securities" (Implementation Guide).
In  accordance  with  the  Implementation  Guide,  the  Bank  reclassified
securities with an amortized cost of $10,899,000 and a net unrealized gain
of  $14,600,  from the held-to-maturity category to the available-for-sale
category as of December 31, 1995.

During 1995, 1994  and 1993, gross gains of $40,457, $55,929 and $119,048,
respectively, were realized  on  sales  of  securities.   Gross  losses of
$49,775, $104,926 and $36,360 were realized on sales during 1995, 1994 and
1993, respectively.

Securities  having  a  carrying  value  of  approximately  $21,609,000 and
$17,537,000 at December 31, 1995 and 1994, respectively, were  pledged  to
secure public deposits as required by law.

At December 31, 1995, the Bank held securities issued by Assumption Parish
totaling $980,000, which exceeded 10% of stockholders' equity.

(3) Loans and Allowance for Loan Losses
    ____________________________________
          A summary of the types of loans follows:

                                                1995          1994
                                                ______       ______

Commercial, financial and agricultural       $ 3,497,583    3,808,032
Real estate                                   46,695,271   41,176,673
Individuals                                    6,893,264    5,591,167
                                             ____________ ____________
                                            $ 57,086,118   50,575,872
                                             ============ =============

A  summary  of the changes in the allowance for loan losses for 1995, 1994
 and 1993 follows:

                                          1995        1994        1993
                                          _____       _____       _____

Balance at beginning of year         $ 1,103,823   1,129,774     856,173
Provision charged to income              136,000      60,000     320,500
                                     ____________ ___________ ____________
                                       1,239,823   1,189,774   1,176,673
                                     ____________ ___________ ____________

Loans charged-off                        (87,602)   (140,623)   (202,924)
Recoveries on loans charged-off           43,296      54,672     156,025
                                     ____________ ___________ ____________
      Net loans charged-off              (44,306)    (85,951)    (46,899)
                                     ____________ ___________ ____________
      Balance at end of year         $ 1,195,517   1,103,823   1,129,774
                                     ============ =========== ============

The Bank had loans of approximately $853,000 and $494,000 on nonaccrual at
December 31,  1995  and  1994, respectively.  The income recognized during
1995, 1994 and 1993 on nonaccrual loans was not significant.  The

                                                       (Continued)
<PAGE>  37

                              ASSUMPTION BANCSHARES, INC.
                                    AND SUBSIDIARY

                     Notes to Consolidated Financial Statements


additional amount of income  the  Bank  would have recognized during 1995,
1994 and 1993 had the nonaccrual loans performed according to their terms,
approximates $76,000, $38,000 and $58,000, respectively.

At December 31, 1995, impaired loans, all  of  which  were  on nonaccrual,
totaled $853,000, requiring a total impairment allowance of $235,000.  The
average  recorded investment in impaired loans was approximately  $768,000
during the  year ended December 31, 1995.  The Bank recognized no interest
income on those  impaired  loans during 1995.  For all impaired loans, the
impairment amount was measured  using  the  fair  value  of the underlying
collateral.

For  purposes  of  the  consolidated  statements  of  cash flows,  noncash
investing and financing transactions include other real  estate and assets
acquired  in  settlement  of loans of approximately $23,000,  $58,000  and
$193,000 during 1995, 1994 and 1993, respectively.

The Bank has extended loans,  in  the  ordinary  course  of  business,  to
officers  and  directors  of  Bancshares  and  the  Bank,  their immediate
families  and companies in which the directors are principal  owners.   In
the opinion of management, such transactions are on substantially the same
terms as those  prevailing  at  the  time for comparable transactions with
others.  The amount of loans to these  persons and their interests and the
related activity for 1995 and 1994 is summarized as follows:

                                         1995         1994
                                         _____        _____

Balance at beginning of year          $ 1,056,766     508,411
Additions                               4,618,705   4,150,096
Payments and renewals                  (3,786,625) (3,601,741)
                                      ____________ ____________
Balance at year end                   $ 1,888,846   1,056,766
                                       =========== ============

(4)  Bank Premises and Equipment

     Bank premises and equipment are summarized as follows:

                                                  Accumulated
                                         Cost     depreciation      Net
                                   _____________ ______________ ____________

December 31, 1995:
  Land$                               256,532           -          256,532
  Banking houses                    1,678,007       (667,967)    1,010,040
  Leasehold improvements              108,198        (68,280)       39,918
  Furniture and fixtures            2,708,200     (1,784,409)      923,791
                                  _____________ ______________ ____________
                                  $ 4,750,937     (2,520,656)    2,230,281
                                  ============= ============== ============

December 31, 1994:
  Land                                240,457            -         240,457
  Banking houses                    1,093,811       (635,068)      458,743
  Leasehold improvements              107,811        (34,140)       73,671
  Furniture and fixtures            2,423,204     (1,649,824)      773,380
  Construction in progress            506,680           -          506,680
                                  _____________ ______________ ____________
                                  $ 4,371,963     (2,319,032)    2,052,931
                                  ============= ============== ============
  
                                                                   (Continued)
                                    
<PAGE>  38                                    
                              ASSUMPTION BANCSHARES, INC.
                                    AND SUBSIDIARY

                     Notes to Consolidated Financial Statements


During 1995, the Bank completed expansion  of  its  main  office  and  the
construction  in  progress  balance  was  reclassified  to the appropriate
categories.

(5)  Pension Plan

The  Bank participates in a noncontributory defined-benefit  pension  plan
organized   by   the   Louisiana   Bankers'   Association,   which  covers
substantially  all of its employees.  The following table sets  forth  the
plan's funded status  and  amounts  recognized  in the Bank's consolidated
statements of condition at December 31, 1995 and 1994.

                                                 1995          1994
                                                 _____         _____
Pension benefit obligation:
  Accumulated benefit obligations:
    Vested                                    $ 1,866,974   1,655,106
    Nonvested                                     165,697     129,150
                                              ____________ ____________
                                                2,032,671   1,784,256
Additional benefits based on
  estimated future salary levels                  440,659     374,517
                                              ____________ ____________
Projected benefit obligation                    2,473,330   2,158,773

Plan assets at fair value                       2,134,586   1,881,102
                                              ____________ ____________
Plan assets less than projected
  benefit obligation                             (338,744)   (277,671)
                                              ____________ ____________
Unrecognized net asset being amortized
  over 14 years                                   387,737     359,129
                                              ____________ ____________
Prepaid pension cost included in
  other assets                                $    48,993      81,458
                                              ============ ============
          
Plan  assets  for the defined benefit pension plan  consist  primarily  of
common stocks,  corporate  bonds,  U.S.  Government  obligations  and cash
equivalents.

Net pension expense for 1995, 1994 and 1993 included the following:

                                            1995       1994      1993
                                           _______   ________ _________
Service cost - benefits earned
  during the period                       $ 53,927    61,063    52,129
Interest cost on projected
  benefit obligation                       163,421   151,513   147,155
Actual return on plan assets              (303,418)   29,188  (181,416)
Amortization of transition assets          136,132  (202,234)   27,410
                                          _________ __________ _________
   Net pension expense                    $ 50,062    39,530    45,278
                                          ========= ========== =========

                                                                (Continued)
<PAGE>  39

                            ASSUMPTION BANCSHARES, INC.
                                  AND SUBSIDIARY

                  Notes to Consolidated Financial Statements


Assumptions used in determining the pension expense for the years  ended
December 31, 1995, 1994 and 1993 were:

                                                1995     1994     1993
                                                _____    _____    ______

Discount rate                                   8.05%     7.25%    7.25%
Rates of increase in compensation levels        3.50      4.00     4.00
Expected long-term rate of return on assets     9.00      9.00     9.00
                                               ======    ======   ======
(6)  Deposits
     _________

A summary of deposit accounts at December 31, 1995 and 1994 follows:

                                              1995         1994
                                         _____________ ______________

Noninterest-bearing                       $ 12,542,093   11,419,962
                                         _____________ ______________
Interest-bearing:
  NOW accounts                              20,518,595   21,559,771
  Money market accounts                     10,699,688   11,186,172
  Savings and IRA accounts                  22,393,243   22,392,130
  Certificates of deposit
    $100,000 and over                        3,577,697    3,648,964
  Other certificates of deposit             28,778,502   26,833,732
  Other time deposits $100,000
    and over                                   838,303    1,212,036
                                         _____________ ______________
                                            86,806,028   86,832,805
                                         _____________ ______________
                                          $ 99,348,121   98,252,767
                                         ============= ==============

Interest  expense  related  to  certificates  of  deposit and other time
deposits,  $100,000  and  over totaled $185,470, $105,364  and  $164,639
during 1995, 1994 and 1993, respectively.

                                                         (Continued)
                                     
<PAGE>  40                                     

                           ASSUMPTION BANCSHARES, INC.
                                 AND SUBSIDIARY

                  Notes to Consolidated Financial Statements


(7)   Other Expenses

      Details of other expenses are as follows:

                                         1995         1994        1993
                                         _____        ____        ____

Salaries and employee benefits        $ 1,797,053   1,709,801   1,523,330
Repairs and maintenance                   296,209     241,800     220,660
Depreciation                              201,625     199,800     152,016
Stationery and supplies                   195,577     190,886     173,756
Occupancy                                 149,663     142,037     117,021
Data processing                            19,930      17,753      19,437
Professional services                     202,413     162,420     202,638
Directors' fees                            91,550      91,600      99,500
FDIC insurance and state
  assessments                             130,024     239,968     243,354
Taxes, other than on income                69,064      75,017      70,437
Telephone                                  79,683      83,378      74,554
Postage                                    60,000      61,783      60,022
Other real estate                          29,004      93,544      96,088
Conventions and seminars                   30,261      43,796      21,273
Advertising and marketing                 104,934      92,297      77,782
Other                                     124,639      93,455      89,059
                                      ____________ ____________ ___________
                                      $ 3,581,629   3,539,335   3,240,927
                                      ============ ============ ===========
(8)  Income Taxes
     _____________

Income  tax expense for the years ended December 31, 1995, 1994 and 1993
consists of:
                                                                
                                          1995         1994         1993
                                          ____        _____        _____
Income from continuing operations:
  Current                              $ 253,850     292,560      542,220
  Deferred                               (37,831)    (17,701)     (45,689)
                                       ___________  ___________ ___________
                                         216,019     274,859      496,531

Deferred tax expense (benefit)
  recorded in stockholders'
  equity for unrealized gains
  (losses) on securities
  available-for-sale                     303,400    (423,981)      139,701
                                       ___________  ___________  __________
                                       $ 519,419    (149,122)      636,232
                                       ===========  ===========  ==========

                                                                   (Continued)

<PAGE>  41

                                   ASSUMPTION BANCSHARES, INC.
                                           AND SUBSIDIARY

                            Notes to Consolidated Financial Statements


Total  income tax expense differed from the amounts computed by applying
the U.S.  federal  income  tax  rates to income before income taxes as a
result of the following:

                                           1995        1994      1993
                                          ______      ______     _____

U.S. federal income tax rate                34%         34%       34%
                                          ======      ======     =====

Computed "expected" income tax          $ 439,884    474,432    547,101
  Increase (decrease) in income taxes
   resulting from:
    Tax-exempt interest                  (249,440)  (173,066)   (56,535)
    Other, net                             25,575    (26,507)     5,965
                                        ___________ __________ _________
         Total income tax expense       $ 216,019    274,859    496,531
                                        =========== ========== =========

As discussed in note 1, the Bank adopted Statement 109  as of January 1,
1993.   The  cumulative effect of this change in accounting  for  income
taxes as of January  1,  1993  has  been  reported  in  the consolidated
statement of operations.  The tax effects of temporary differences  that
give  rise  to  the net deferred tax asset at December 31, 1995 and 1994
are presented below:

                                               1995        1994
                                               ____        ____

Deferred tax assets:
 Allowance for possible loan losses          $ 266,635   220,391
 Unrealized losses on securities
   available-for-sale                             -      284,280
 Other real estate due to writedowns            21,608    21,608
 Minimum tax credit carryforward                19,438       -
 Interest on nonperforming loans                  -       12,612
 Other                                           3,316     9,684
                                              __________ _________
     Total deferred tax assets                 310,997   548,575
                                              __________ _________
Deferred tax liabilities:
 Unrealized gains on securities
   available-for-sale                           19,120       -
 Bank premises and equipment, principally
   due to differences in cost basis and
   depreciation                                 60,367    58,094
 Securities, principally due to differences
   cost basis and discount accretion            76,953    65,419
 Pension, principally due to accrual for
   tax and not financial reporting purposes     18,201    23,137
                                              _________ _________
      Total deferred tax liabilities           174,641   146,650
                                              _________ _________
      Net deferred tax asset                 $ 136,356   401,925
                                              ========= =========

No valuation allowance  was  recorded  against  the  deferred  tax asset
because management believes that it is more likely than not that the net
deferred tax asset will be realized in full.

                                                        (Continued)
<PAGE>  42

                        ASSUMPTION BANCSHARES, INC.
                              AND SUBSIDIARY

              Notes to Consolidated Financial Statements


(9)  Parent Company Condensed Financial Information

Summarized financial information for Assumption Bancshares, Inc. (parent
company only) follows:

                        Balance Sheets
                        _______________

         Assets                                     December 31,
         ________                                  _____________   
                                                 1995        1994
                                               _________   _________
            
    Cash                                     $    1,854       2,379
    Investment in 100% of the outstanding
      common stock of bank subsidiary         9,164,045    7,913,338
                                             ____________ ___________
                                             $9,165,899    7,915,717
                                             ============ ===========
    
    Liabilities and Stockholders' Equity
    _____________________________________

    Stockholders' equity:
      Common stock                           $  800,000      800,000
      Paid-in capital                           450,000      450,000
      Retained earnings                       7,878,785    7,217,554
      Unrealized gain (loss) on securities,
        net of income taxes                      37,114     (551,837)
                                             ____________ ____________
                                            $ 9,165,899    7,915,717
                                             ============ ============

    Statements of Operations
    ______________________________

                                        Years  ended December 31,
                                        __________________________
                                      1995           1994        1993
                                      ____           ____        ____
   Equity in net income
     of bank subsidiary            $ 1,077,756    1,167,955    1,168,125
   Assessments from state banking
     commission                           (525)      (1,736)      (1,280)
                                   _____________ ____________ ____________
         Net income                $ 1,077,231    1,166,219    1,166,845
                                   ============= ============ ============

                                                              (Continued)

<PAGE>  43
                                     
                                     
                            ASSUMPTION BANCSHARES, INC.
                                  AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


                        Statements of Cash Flows
                        ________________________
                        
                                               Years  ended December  31,
                                               ___________________________
                                            1995         1994         1993
                                            _____        _____        _____

 Net income                              $ 1,077,231   1,166,219   1,166,845
   Adjustments to reconcile net income
     to net cash used by operating
     activities:
       Equity in net income of
        bank subsidiary                   (1,077,756) (1,167,955) (1,168,125)
                                         ____________ ___________ ____________

       Net cash used by operating activities    (525)     (1,736)     (1,280)
                                         ____________ ___________ ____________
   Cash used in financing activities -
    dividends paid to shareholders           (416,000)  (360,000)   (400,000)
                                         ____________ ___________ ____________
   Cash provided by investing activities -
    dividends received from subsidiary        416,000    364,000     400,000
                                         ____________ ___________ ____________
        Net increase (decrease) in cash          (525)     2,264      (1,280)

   Cash at beginning of year                    2,379        115       1,395
                                         ____________ ___________ ____________
   Cash at end of year                    $     1,854      2,379         115
                                         ============ =========== ============

Bancshares'  primary  source  of  working  capital is dividends from the
Bank.   Certain  restrictions  exist  under Federal  law  regarding  the
ability of the subsidiary bank to transfer  funds  to  Bancshares in the
form  of  cash  dividends.   In  addition,  regulatory authorities  also
consider the adequacy of the Bank's capital in  relation  to  its assets
and  other  considerations.  Therefore, such capital adequacy may  limit
the availability of undistributed earnings by a varying amount.

(10)  Commitments

The Bank is a party to financial instruments with off-balance-sheet risk
which are executed  in  the  normal  course  of  business  to  meet  the
financing  needs  of its customers.  These financial instruments include
commitments to extend  credit  and  standby  letters  of  credit.  These
instruments involve, to varying degrees, elements of credit and interest
rate  (market)  risk  in  addition  to  the  amounts  reflected  in  the
statements of condition.

The Bank's exposure to loss in the event of nonperformance by the  other
parties  to  these  financial  instruments is limited to the contractual
amount of such instruments.  The  Bank  employs the same credit policies
in making commitments and conditional obligations  as  it  does  for on-
balance-sheet instruments.

                                                           (Continued)
<PAGE>  44
                    ASSUMPTION BANCSHARES, INC.
                          AND SUBSIDIARY

          Notes to Consolidated Financial Statements


Financial instruments whose contract amounts represent credit risk as of
December 31, 1995 and 1994 are as follows:

                                     1995            1994
                                    ____             _____

Commitments to extend credit    $ 4,185,759        5,365,326
Stand-by letters of credit        1,016,624          677,657
                                ____________      ___________
                                $ 5,202,383        6,042,983
                                ============      ===========

Commitments  to  extend  credit  are  agreements  to  extend credit to a
customer under certain terms and conditions.  Commitments generally have
fixed  expiration  dates  of  less  than one year and other  termination
clauses and may require payment of a fee.  Since some 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 creditworthiness on an individual  basis.  The
amount  of  collateral  required,  if deemed necessary by the Bank  upon
extension  of  credit,  is  based  on  management's  evaluation  of  the
creditworthiness of the counterparty, and  the  terms  of the agreement.
Collateral  held  varies, but generally includes:  accounts  receivable,
inventory, property, plant, and equipment, and real estate.

Standby letters of credit are conditional commitments issued by the Bank
to guarantee the performance of a customer to a third party.  The credit
risk involved in issuing  letters  of  credit is essentially the same as
that involved in extending loan facilities  to  customers.   Letters  of
credit  can be secured by cash or non-cash items.  Those secured by non-
cash items are backed by a note signed by the customer.

(11)  Fair Value of Financial Instruments

Statement  of  Financial Accounting Standards No. 107, Disclosures About
Fair  Value  of Financial  Instruments  (Statement  107),  requires  the
disclosure of  estimated  fair values for financial instruments.  Quoted
market prices, if available,  are  utilized  as  an estimate of the fair
value of financial instruments.  Because no quoted  market  prices exist
for  a  significant  part of the Bank's financial instruments, the  fair
value  of  such instruments  has  been  derived  based  on  management's
assumptions  with  respect to future economic conditions, the amount and
timing of future cash  flows  and  estimated  discount rates.  Different
assumptions  could significantly affect these estimates.   Additionally,
these estimates are only indicative of individual financial instruments'
values and should  not  be considered an indication of the fair value of
the Bank taken as a whole.

                                                    (Continued)
<PAGE>  45
                                     
                    ASSUMPTION BANCSHARES, INC.
                           AND SUBSIDIARY

             Notes to Consolidated Financial Statements


The estimated fair value  of  financial instruments at December 31, 1995
is as follows (in thousands of dollars):

                                            Carrying          Fair
                                             Amount          Value
                                            ________        _______

Financial assets:
   Cash and cash equivalents               $ 12,243         12,243
   Interest-bearing deposits                     99             99
   Securities:
     Held-to-maturity                        14,678         14,765
     Available-for-sale                      22,687         22,687
     Net loans
   Loans receivable, net                     55,890         56,513

Financial liabilities - deposits             99,348         99,437

The following methods and assumptions  were  used  to  estimate the fair
value of each class of financial instrument:

Cash and cash equivalents: The carrying amounts reported  in the balance
sheet for cash and short-term instruments approximate those assets' fair
values.   The  Bank's  investment  in  interest-bearing  deposits   with
maturities of greater than three months are quoted at market value.

Securities:   Fair  values for investment securities are based on quoted
market prices or dealer quotes.

Loans:  For loans with maturities of three months or less, fair value is
considered to approximate carrying value.  The fair value of other loans
is estimated by discounting  the  future  cash  flows  using the current
rates  at  which similar loans would be made to borrowers  with  similar
credit ratings for the same remaining maturities.

Deposits:  The carrying value for all deposits without fixed maturities,
and for time  deposits  with  maturities  of  three  months  or less, is
considered to approximate fair value.  The fair value for time  deposits
greater than $100,000 with maturities greater than three months as  well
as  time  deposits  less  than  $100,000  is  based upon the appropriate
discount rate for similar pools.  The fair value  of  demand deposits is
the amount payable on demand, and is not adjusted for any  value derived
from  retaining  those deposits for an expected future period  of  time.
That component, commonly referred to as deposit base intangible, was not
estimated at December  31,  1995 and is not considered in the fair value
amounts nor is it recorded as an intangible asset in the balance sheet.

                                                            (Continued)
<PAGE>  46

                       ASSUMPTION BANCSHARES, INC.
                              AND SUBSIDIARY

              Notes to Consolidated Financial Statements


Commitments to extend credit,  standby  letters of credit and letters of
credit:  Pricing of these financial instruments  is  based on the credit
quality  and  relationship, fees, interest rates, compensating  balances
and other covenants  or  requirements.   Many  of  these commitments are
expected  to,  and  typically  do,  expire  without  being  drawn  upon.
Carrying amounts which are comprised of the unamortized  fee income and,
where  necessary,  reserves  for  any expected credit losses from  these
financial instruments, are immaterial.   Because  these  instruments are
generally priced at the time they are funded, there is no  gain  or loss
embedded in these transactions.

<PAGE>  47

Item 9 - Disagreements on Accounting and Financial Disclosure
         ____________________________________________________

There   have  been  no  changes  or  disagreements  with  the  Company's
independent  certified  public  accountants  on any matter of accounting
principles or practice, financial statement disclosure or auditing scope
or procedure within the twenty-four months prior to December 31, 1995.

PART III
_________

Item 10 - Directors and Executive Officers of the Registrant
          ___________________________________________________

The information called for by this item will be  included in Bancshares'
definitive Proxy Statement for the Annual Meeting  of Shareholders to be
held  May  15,  1996  filed  pursuant  to  Regulation  14(a)  under  the
Securities Exchange Act of 1934 and is incorporated herein by reference.

Item 11 - Executive Compensation
          _______________________

The information called for by this item will be included  in Bancshares'
definitive Proxy Statement for the Annual Meeting of Shareholders  to be
held  May  15,  1996  to be filed pursuant to Regulation 14(a) under the
Securities Exchange Act of 1934 and is incorporated herein by reference.

Item 12 - Security Ownership of Certain Beneficial Owners and Management
          ______________________________________________________________

The information called  for by this item will be included in Bancshares'
definitive Proxy Statement  for the Annual Meeting of Shareholders to be
held May 15, 1996 to be filed  pursuant  to  Regulation  14(a) under the
Securities Exchange Act of 1934 and is incorporated herein by reference.

Item 13 - Certain Relationships and Related Transactions
          _______________________________________________

The information called for by this item will be included in  Bancshares'
definitive Proxy Statement for the Annual Meeting of Shareholders  to be
held  May  15,  1996  to be filed pursuant to Regulation 14(a) under the
Securities Exchange Act of 1934 and is incorporated herein by reference.

PART IV
________

Item 14 - Exhibits, Financial Statements, Schedules and Reports on Form 8-K
          _________________________________________________________________

(a) 1.  Financial Statements
        ____________________

        Independent Auditors' Report

        Consolidated Statements of Condition as of December 31, 1995 and 1994

        Consolidated Statements of Operations for the years ended December 31,
        1995, 1994, and 1993

        Consolidated Statements of Stockholders' Equity for the years ended
        December 31, 1995, 1994, and 1993

        Consolidated Statements of Cash Flows for the years ended December 31,
        1995, 1994, and 1993

        Notes to Consolidated Financial Statements for the years ended December
        31, 1995, 1994, and 1993

   <PAGE>  48

    2.  Financial Statement Schedules
        ______________________________

   All schedules have been omitted because  they  are not applicable or the
   required   information  is  presented  in  the  consolidated   financial
   statements or notes thereto.

   (b)  Reports on Form 8-K

    No reports on Form 8-K were filed by Bancshares during the quarter ended
    December 31, 1995.

<PAGE>

                                  SIGNATURES

Pursuant to  the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Bancshares duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        ASSUMPTION BANCSHARES, INC.
                                        
                                        
                                        By: /s/ Joseph H. Montero
                                           _____________________
                                               Joseph H. Montero
                                      President and Chief Executive Officer
                                      (Principal Executive and Financial
                                                 Officer)


 Dated: March 20, 1996

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.

   Signature                             Title                 Date
  ____________                          _______                ____
                                                           
/s/Clarence J. Savoie, II
___________________________            
Clarence J. Savoie, II         Chairman of the Board       March 20, 1996


/s/ Patrick E. Cancienne, Sr.
_____________________________            
Patrick E. Cancienne, Sr.             Director             March 20, 1996


/s/ F. N. Carrier, Jr.
________________________            
F. N. Carrier, Jr.                    Director              March 20, 1996


/s/ Dr. Nelson A. Cox, Sr.
______________________________            
Dr. Nelson A. Cox, Sr.                Director               March 20, 1996

/s/ Dr. Ridley J. Gros
______________________________            
Dr. Ridley J. Gros                    Director               March 20, 1996

/s/ Felix H. Savoie, Jr.
______________________________            
Felix H. Savoie, Jr.                  Director               March 20, 1996

/s/ John E. Thibaut
_______________________________            
John E. Thibaut                       Director               March 20, 1996

/s/ Risley C. Triche
_______________________________            
Risley C. Triche                      Director               March 20, 1996

/s/ Stanley S. Sternfels
_______________________________            
Stanley S. Sternfels                  Director               March 20, 1996

/s/ Joseph H. Montero
_______________________________            
Joseph H. Montero                     Director               March 20, 1996

/s/ Leonard C. Guedry, Jr.
_______________________________            
Leonard C. Guedry, Jr.                Director               March 20, 1996

/s/ Robert J. Tregre
_______________________________            
Robert J. Tregre                      Director               March 20, 1996

/s/ Nicess P. Templet
_______________________________            
Nicess P. Templet                     Director               March 20, 1996



<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFRENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                           6,293
<INT-BEARING-DEPOSITS>                              99
<FED-FUNDS-SOLD>                                 5,950
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     22,687
<INVESTMENTS-CARRYING>                          14,678
<INVESTMENTS-MARKET>                            14,765
<LOANS>                                         57,086
<ALLOWANCE>                                      1,196
<TOTAL-ASSETS>                                 109,107
<DEPOSITS>                                      99,348
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                                593
<LONG-TERM>                                          0
<COMMON>                                           800
                                0
                                          0
<OTHER-SE>                                       8,366
<TOTAL-LIABILITIES-AND-EQUITY>                 109,107
<INTEREST-LOAN>                                  4,819
<INTEREST-INVEST>                                2,510
<INTEREST-OTHER>                                   170
<INTEREST-TOTAL>                                  7499
<INTEREST-DEPOSIT>                               3,124
<INTEREST-EXPENSE>                               3,124
<INTEREST-INCOME-NET>                            4,375
<LOAN-LOSSES>                                      136
<SECURITIES-GAINS>                                 (9)
<EXPENSE-OTHER>                                  3,582
<INCOME-PRETAX>                                  1,293
<INCOME-PRE-EXTRAORDINARY>                       1,293
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,077
<EPS-PRIMARY>                                     6.73
<EPS-DILUTED>                                     6.73
<YIELD-ACTUAL>                                    4.51
<LOANS-NON>                                        853
<LOANS-PAST>                                       135
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                    853
<ALLOWANCE-OPEN>                                 1,104
<CHARGE-OFFS>                                       88
<RECOVERIES>                                        43
<ALLOWANCE-CLOSE>                                1,196
<ALLOWANCE-DOMESTIC>                             1,196
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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