MIDSOUTH BANCORP INC
10QSB, 1996-05-14
NATIONAL COMMERCIAL BANKS
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                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                           FORM 10QSB


          __X__QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended............March 31, 1996


          _____TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ..... to .....

                      COMMISSION FILE NUMBER 2-91-000FW

                           MIDSOUTH BANCORP, INC.
                  Louisiana                   72 -1020809

               102 Versailles Boulevard, Lafayette, Louisiana
                                 70501
                            (318) 237-8343

          Check whether the issuer (1) filed all reports required to be
          filed by Section 13 or 15(d) of the Exchange Act during the past
          12 months (or for such shorter period that the registrant was
          required to file such reports), and (2) has been subject to such
          filing requirements for the past 90 days.YES  __X__NO  _____

          State the number of shares outstanding of each of the issuer's
          classes of common equity, as of the latest practicable date.
          Outstanding as of  March 31, 1996

               Common stock, $.10 par value                   980,950
              Preferred stock, no par value, 
                 $14.25 stated value                          181,756

                   Transitional Small Business Disclosure Format:
                               Yes _______     No ____X____

                                       Page 1

<PAGE>

                                                            Page 2

          PART 1 - FINANCIAL INFORMATION

               Item 1.  Financial Statements (Unaudited)               Page

                    Statements of Condition - March  31, 1996 and        3
                          December 31, 1994

                    Statements of Income - Three and Twelve Months 
                          Ended March  31, 1996 and 1995
                          and December 31, 1995                          4

                    Statement of Stockholders' Equity - Three 
                          Months Ended March 31, 1996                    5

                    Statements of Cash Flows - Three Months Ended
                          March  31, 1996 and 1995                       6

                    Notes to Financial Statements                        7

               Item 2.  Management's Discussion and Analysis or
                          Plan of Operation                              8

          PART II - OTHER INFORMATION

               Item 6.  Exhibits and Reports on Form 8-K                14

               Signatures                                               15 


<PAGE>

MIDSOUTH BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)

<TABLE>
<CAPTION>
_____________________________________________________________________________________________________


                                                                        March 31,       December 31,
ASSETS                                                                   1996              1995
                                                                       __________      ___________
<S>                                                                    <C>             <C>
Cash and due from banks                                                $7,472,995      $10,298,209
Federal funds sold                                                     12,200,000       15,800,000
                                                                       __________      ___________

     Total cash and cash equivalents                                   19,672,995       26,098,209

Interest bearing deposits in banks                                        108,240           26,349
Securities available-for-sale, at fair value (cost of $46,502,090
     in March 1996 and $35,868,018 in December 1995)                   46,293,990       36,058,587
Securities held-to-maturity (estimated market value of $6,278,732
     in March 1996 and $4,735,344 in December 1995)                     6,223,787        4,545,849
Loans, net of allowance for loan and lease losses of
     $1,046,691 in March 1996 and $1,051,898 in December 1995          79,336,176       77,826,707
Bank premises and equipment, net                                        4,553,070        4,532,610
Other real estate owned, net                                              183,607          180,270
Accrued interest receivable                                             1,295,256        1,107,820
Goodwill, net                                                             302,822          311,352
Other assets                                                            1,060,504          495,488
                                                                       __________      ___________

     Total assets                                                    $159,030,447     $151,183,241
                                                                      ===========      ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
  Non-interest bearing                                                $40,617,636      $40,471,206
  Interest bearing                                                    106,309,905       98,558,357
                                                                       __________      ___________

     Total deposits                                                   146,927,541      139,029,563

Securities sold under 
     repurchase agreements                                                 66,645          175,904
Accrued interest payable                                                  344,020          322,891
Notes payable                                                             932,297          972,617
Other liabilities                                                         344,382          268,702
                                                                       __________      ___________

     Total liabilities                                                148,614,885      140,769,677
                                                                       __________      ___________

Commitments and contingencies                                                   -                -

Stockholders' Equity:
   Preferred Stock, no par value, $14.25 stated value - 
     5,000,000 authorized, 181,756 and 187,286 issued and 
     outstanding on March 31, 1996 and December 31, 1995,   
     respectively                                                       2590,023        2,668,826
   Common stock, $.10 par value- 
     5,000,000 shares authorized, 980,950 and 967,940
     issued and outstanding on March 31, 1996 and
     December 31, 1995, respectively                                       98,095           96,794
   Surplus                                                              6,311,998        6,164,443
   Unearned ESOP shares                                                   (48,515)         (54,157)
   Unrealized gains/losses on securities available-for-sale, 
     net of deferred taxes of $42,900 in March 1996 and $91,619 
     in December 1995                                                    (165,200)          98,950
   Retained earnings                                                    1,629,161        1,438,708
                                                                       __________      ___________

     Total stockholders' equity                                        10,415,562       10,413,564
                                                                       __________      ___________

Total liabilities and stockholders' equity                           $159,030,447     $151,183,241
                                                                      ===========      ===========

</TABLE>

                                        3


<PAGE>

MIDSOUTH BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
______________________________________________________________________________________


                                            Three Months Ended           Year Ended
                                                 March 31,               December 31,
                                          1996             1995             1995
                                       ___________________________       __________
<S>                                    <C>              <C>              <C>    
INTEREST INCOME:                         
Loans, including fees                  $2,037,428       $1,546,455       $7,226,469
Securities                                676,228          439,900        2,058,321
Federal funds sold                        197,043           43,782          442,794
                                        _________        _________        _________
TOTAL                                   2,910,699        2,030,137        9,727,584
                                        _________        _________        _________

INTEREST EXPENSE:
Interest on deposits                    1,010,515          568,873        3,125,813
Interest on note payable                   19,120           29,139           99,513
                                        _________        _________        _________

TOTAL                                   1,029,635          598,012        3,225,326
                                        _________        _________        _________

NET INTEREST INCOME                     1,881,064        1,432,125        6,502,258

PROVISION FOR LOAN LOSSES                 120,000           55,000          225,000
                                        _________        _________        _________
NET INTEREST INCOME AFTER            
  PROVISION FOR LOAN LOSSES             1,761,064        1,377,125        6,277,258
                                        _________        _________        _________

OTHER OPERATING INCOME:
Service charges on deposits               312,416          249,211        1,103,632
Gains (losses) on securities, net               -                -                -
Other charges and fees                    129,149          108,569          479,394
                                        _________        _________        _________

TOTAL OTHER INCOME                        441,565          357,780        1,583,026
                                        _________        _________        _________

OTHER EXPENSES:
Salaries and employee benefits            862,471          587,802        2,794,654
Occupancy expense                         295,395          208,440        1,057,953
Professional fees                          64,444           42,962          261,857
FDIC assessments                              500           51,939          106,414
Marketing expenses                         80,617           52,818          328,964
General and bond insurance                 49,611           37,822          111,319
Data processing expenses                   81,573           24,927          187,739
Postage                                    34,337           28,178          130,754
Director fees                              26,273           22,409           96,660
Education and travel                       33,362           22,152          103,563
Printing and supplies                      51,731           31,135          171,376
Telephone                                  40,090           22,758          156,969
Expenses on other real estate owned, net      173           16,006           18,449
Other                                     159,814          126,215          545,458
                                        _________        _________        _________

TOTAL OTHER EXPENSES                    1,780,391        1,275,563        6,072,129
                                        _________        _________        _________

INCOME BEFORE INCOME TAXES                422,238          459,342        1,788,155
PROVISION FOR INCOME TAXES                133,991          161,257          546,545
                                        _________        _________        _________

NET INCOME                               $288,247         $298,085       $1,241,610
PREFERRED DIVIDEND REQUIREMENT             39,720                -           38,142
                                        _________        _________        _________
INCOME AVAILABLE TO COMMON
   SHAREHOLDERS                          $248,527         $298,085       $1,203,468
                                        =========        =========        =========
Primary earnings per common share           $0.25            $0.31            $1.24
                                        =========        =========        =========
Fully diluted earnings per common share     $0.24            $0.31            $1.15
                                        =========        =========        =========


</TABLE>

                                       4

<PAGE>


MIDSOUTH BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1996 (UNAUDITED)
                                                                        
<TABLE>                                                                                               
<CAPTION>
________________________________________________________________________________________________________________________________

                                                                                              UNREALIZED
                                                                                               (GAINS)
                                                                                               LOSES ON    
                          PREFERRED STOCK          COMMON STOCK                      ESOP     SECURITIES   RETAINED
                         SHARES     AMOUNT        SHARES   AMOUNT       SURPLUS   OBLIGATION      AFS      EARNINGS      TOTAL
                         _________________        _______________       _______   ______________________  __________    _______
<S>                     <C>        <C>           <C>       <C>        <C>          <C>         <C>       <C>          <C>
BALANCE,
  DECEMBER 31, 1995     $187,286   $2,668,826    967,940   $96,794    $6,164,443   ($54,157)   $98,950   $1,438,708   $10,413,564

Issuance of common 
  stock                                            2,639       264        40,224                                           40,488
Dividends paid on 
  common stock                                                                                              (58,074)      (58,074)
Dividends accrued on 
  preferred stock                                                                                           (39,720)      (39,720)
Stock options 
  exercised                                        3,000       300        29,265                                           29,565
Preferred stock 
  conversion              (5,530)     (78,803)     7,371       737        78,066
Net income                                                                                                  288,247       288,247
ESOP obligation 
  repayments                                                                          5,642                                 5,642
Net change in 
  unrealized gain/
  loss on securities
  available-for-sale, 
  net of tax                                                                                  (264,150)                  (264,150)
                         _______    _________    _______    ______     _________    _______   ________    _________    __________
BALANCE,
  MARCH 31, 1996         181,756   $2,590,023    980,950   $98,095    $6,311,998   ($48,515) ($165,200)  $1,629,161   $10,415,562
                         =======    =========    =======    ======     =========    =======   ========    =========    ==========

</TABLE>

                                       5

<PAGE>

MIDSOUTH BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995

<TABLE>
<CAPTION>
___________________________________________________________________________________________
                                                                        March 31,
                                                                1996              1995
                                                              _________        ___________
<S>                                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                    $288,247          $298,085
Adjustments to reconcile net income  
  to net cash provided by operating activities:
    Depreciation and amortization                              147,054            71,562
    Provision for loan losses                                  120,000            55,000
    Provision for deferred taxes                               (63,623)                -
    Premium amortization, net                                   40,343            37,301
    Write-down of other real estate owned                            -             5,000
    Change in accrued interest receivable                     (187,436)           11,412
    Change in accrued interest payable                          21,129            42,689
    Change in other liabilities                                182,207          (300,494)
    Change in other assets                                    (507,479)          (77,175)
                                                            __________        __________
NET CASH PROVIDED BY OPERATING ACTIVITIES                       40,442           143,380
                                                            __________        __________

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net decrease in interest-bearing deposits                    (81,891)          (49,963)
  Proceeds from sales of securities available-for-sale               -                 -
  Proceeds from maturities and calls of securities 
    available-for-sale                                         658,812         3,315,366
  Purchases of securities held-to-maturity                  (1,678,819)         (728,864)
  Purchases of securities available-for-sale               (11,332,346)                -
  Loan originations, net of repayments                      (1,632,806)       (1,025,985)
  Purchases of premises and equipment                         (167,984)         (151,377)
  Proceeds from sales of fixed assets                            9,000                 -
                                                            __________        __________

NET CASH (USED IN) PROVIDED BY  INVESTING ACTIVITIES       (14,226,034)        1,359,177
                                                            __________        __________

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                                   7,897,978         2,216,839
  Net (decrease) increase in repurchase agreements            (109,259)           13,749
  Issuance of notes payable                                          -         1,000,000
  Repayments of notes payable                                  (40,320)          (36,456)
  Proceeds from issuance of common stock                        40,488            23,230
  Payment of common stock dividends                            (58,074)                -
  Proceeds from exercise of stock options                       29,565                 -
  Payment of fractional shares resulting from stock 
    dividend                                                         -                 -
                                                            __________        __________
NET CASH PROVIDED BY FINANCING ACTIVITIES                    7,760,378         3,217,362
                                                            __________        __________

NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS          (6,425,214)        4,719,919

CASH & CASH EQUIVALENTS AT BEGINNING OF YEAR                26,098,209         8,641,989
                                                            __________        __________

CASH & CASH EQUIVALENTS AT END OF QUARTER                  $19,672,995       $13,361,908
                                                            ==========        ==========

</TABLE>
                                        6

<PAGE>




MIDSOUTH BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




1.  STATEMENT BY MANAGEMENT CONCERNING THE REVIEW OF UNAUDITED 
     FINANCIAL INFORMATION

      The accompanying unaudited consolidated financial statements and 
      notes thereto contain all adjustments, consisting only of normal 
      recurring adjustments, necessary to present fairly the financial 
      position of MidSouth Bancorp, Inc. ("MidSouth") and its 
      subsidiary as of March 31, 1996 and the results of their 
      operations and their cash flows for the periods presented.  The 
      consolidated financial statements should be read in conjunction 
      with the annual consolidated financial statements and the notes 
      thereto included in MidSouth's 1995 annual report and Form 10-KSB.



2.  ALLOWANCE FOR LOAN AND LEASE LOSSES

      An analysis of the activity in the allowance for loan and lease 
      losses is as follows:

<TABLE>
<CAPTION>


                                            Three Months Ended
                                                March 31,
                                           1996          1995
                                          ______        ______
       <S>                               <C>             <C>
       Balance at beginning of year      $1,052          $874
         Provision for loan losses          120            55
         Recoveries                          43            26
         Loans charged off                 (168)          (50)
                                          _____         _____
       Balance at end of quarter         $1,047          $905
                                          =====         =====

</TABLE>

                                      7

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

          This  review  should be read in conjunction with MidSouth Bancorp
          Inc.'s  ("MidSouth")   consolidated   financial   statements  and
          accompanying notes contained herein, as well as with   MidSouth's
          1995  financial  statements,  the  notes  thereto and the related
          Management's Discussion and Analysis.

          MidSouth reported net income for the first  quarter  of  1996  of
          $288,247,  representing  a 3.30% decrease over net income for the
          first quarter of 1995 of $298,085.   Income  available  to common
          shareholders  totaled  $248,527 for the  first  quarter  of  1996  
          compared  to $298,085 for  the  first  quarter  of 1995.  Primary 
          earnings  per  share   for  the first quarter of 1996  were  $.25  
          compared to $.31 for  the  first  quarter of 1995.  Fully diluted 
          earnings  per share   were  $.24   and  $.31 for the same period, 
          respectively.

          The  decrease in reported earnings for the first quarter of  1996
          was attributable  primarily to the start up and operational costs
          associated with new  branch  facilities  which  will not begin to
          generate offsetting revenues until future periods.   In addition,
          provisions  to  the Allowance for Loan and Lease Losses  ("ALLL")
          increased by $65,000,  primarily  due to the chargeoff of certain
          leases within a group of leases purchased by MidSouth Bank from a
          third party.

          At March 31, 1996, MidSouth's total  assets were $159,030,447, an
          increase of 5.2% over the $151,183,241  reported at year-end 1995
          and an increase of 47.7% over the $107,693,902  at the end of the
          first quarter of 1995.  Assets acquired through the  merger  with
          Sugarland  Bancshares  and Sugarland State Bank on July 31, 1995,
          represent 33.4% of the growth  experienced  over  the past twelve
          months.

          C.  R. Cloutier, President commented that MidSouth had  taken  an
          aggressive  stance  in  building  market  share realizing that it
          would put earnings under a great deal of pressure.   "We  realize
          that  short  term  pain  sometimes  is   difficult when trying to
          expand at an aggressive rate.  On March  31,  1995,  we had eight
          offices.  We currently have 12 offices with a new bank  branch in
          the  Super  1  Food Store opening in Lafayette in May and a  full
          service branch in  Morgan  City  opening  in the third quarter of
          1996.  We are confident that this expansion will enhance earnings
          as each new market is developed."

          As  of March 31, 1996, MidSouth's annualized  return  on  average
          equity  was  11.12%  and  annualized return on average assets was
          .75%.   The leverage capital  ratio  was  6.81%  at  the  current
          quarter-end.

                                    8


<PAGE>

          Earnings Analysis

          Net Interest Income

          Net interest  income  totaled $1,881,064 for the first quarter of
          1996, an increase of $448,939,  or  31%,  compared  to  the first
          quarter  of  1995.   The increase results from significant volume
          increases in earning assets  between  the  two quarters reviewed.
          Average earning assets totaled $139,419,005  at  March  31,  1996
          compared  to $94,759,974 at March 31, 1995.  This volume increase
          in earning  assets offset a 32 basis point decline in the average
          yield on earning  assets  in  addition  to a $36.8 million volume
          increase  and  37  basis  point  rate  increase  associated  with
          interest-bearing liabilities.

          Despite increased net interest earnings,  the net interest margin
          decreased 72 basis points, from 6.13% for the quarter ended March
          31, 1995 to 5.41% for the current quarter-end.   The  decrease in
          the net interest margin resulted primarily from a change  in  the
          mix  of  earning  assets.   For  the first quarter of 1995, loans
          represented 64% of average earning  assets.  As of March 31 1996,
          the percentage of loans to average earning  assets  fell  to 57%.
          The change in mix occurred as the increase in deposits during the
          second half of 1995 exceeded loan fundings and excess funds  were
          used to purchase securities or federal funds sold.  The influx of
          deposits  resulted from the Sugarland acquisition, a public funds
          contract and the deposit promotion held during the fourth quarter
          of 1995.

          An increase  in  the  average  rate  paid  on  interest-  bearing
          deposits and a change in the mix of deposits also contributed  to
          the decline in the net interest margin.  The deposit mix reflects
          a greater percentage of interest-bearing deposits for the quarter
          ending  March  31,  1996 as compared to the same quarter of 1995.
          Interest-bearing deposits  averaged  73.0%  of  total deposits at
          March  31,  1996  as  compared to 70.2% at March 31,  1995.   The
          average rate paid on interest-bearing deposits increased 43 basis
          points, from 3.46% to 3.89% for the same period.


          Non-interest Income

          MidSouth's primary source of non-interest income, service charges
          on deposit accounts, increased  $63,205  for the first quarter of
          1996  as  compared  to  the first quarter of 1995.  The  increase
          results  primarily from an  additional  $34,223  in  insufficient
          funds fees and $28,982 from fees earned on deposit accounts added
          through the  Sugarland  acquisition  and from a deposit promotion
          held  in the fourth quarter of 1995.  Other  non-interest  income
          increased  $20,580  in  quarterly  comparisons  primarily  due to
          increases  of  $14,268  in fees earned on the sale of credit life
          insurance and $4,753 in check order income.

                                    9

<PAGE>


          Non-interest Expense

          Non-interest expense increased 39.6% for the  three  months ended
          March  31,  1996 as compared to the three months ended March  31,
          1995.   The  increase   resulted  primarily  from  start  up  and
          operational costs associated with four new branch facilities, two
          of  which  were former Sugarland  banking  offices,  and  a  loan
          processing  office.    Significant  increases  are  reflected  in
          salaries  and  employee  benefits,   occupancy   expenses,   data
          processing   expenses,   printing  and  supplies,  and  marketing
          expenses.  Additionally, an  increase  of $33,599 was recorded in
          the "Other" expenses category, which included  a  $8,617 increase
          in services charges on correspondent bank accounts  and a $13,231
          increase in auto expenses.

          Salaries  and  employee benefits increased $274,669 in  quarterly
          comparisons due to an increase the number of full time equivalent
          ("FTE") employees  from 80 to 116.  Of the 36 FTE employees added
          in 1995, 26 were employees  of  the  former Sugarland State Bank.
          Additional  employees  were  hired  during   1995  to  staff  the
          Opelousas and Super 1 - New Iberia branches.

          Occupancy  expense  increased  in the three month  period  ending
          March 31, 1996 as compared to the  same  period  of  1995  due to
          increases in building lease expense, depreciation and maintenance
          expenses  associated  with  furniture  and  equipment, utilities,
          insurance and ad valorem taxes.  Building lease expense increased
          primarily  due  to  the addition of leased branch  facilities  in
          Opelousas,  New  Iberia   and   Morgan  City.   Depreciation  and
          maintenance expenses, in addition  to utilities, insurance and ad
          valorem  taxes,  increased  due  to  the   three   leased  branch
          facilities and the two former Sugarland locations.

          Marketing   and   promotional  expenses  increased  in  quarterly
          comparisons due to  expenses  related to quality service programs
          and special loan and deposit promotions.   The  costs of printing
          and office supplies increased due to

          Service  charges  on  correspondent  bank accounts increased  due
          primarily to a higher volume of items being processed through the
          Federal Reserve Bank.  Auto expenses increased  with the addition
          of  three  new  vehicles  purchased  in  1995 and three  vehicles
          acquired from Sugarland.

          MidSouth  realized  significant  savings  of  $51,439   in   FDIC
          assessment fees for the three months ended March 31, 1996 due  to
          its  current  risk classification.  Based on this classification,
          MidSouth  is required  to  remit  minimal  fees  of  $500.00  per
          quarter.

          Balance Sheet Analysis

          MidSouth ended the first quarter of 1996 with consolidated assets
          of $159,030,447,  an  increase  of  5.2%  over  the  $151,183,241
          reported  for  December  31,  1995.  The increase in consolidated
          assets was funded primarily from  increases  of  $1.9  million in
          public  fund interest-bearing deposits, $.9 million in individual
          NOW accounts,  $2.2  million  in commercial money market accounts
          and $1.0 million in certificates of deposit.

                                    10

<PAGE>


          As of March 31, 1996, total deposits  increased  $7.9  million to
          $146,927,541  as  compared to $139,029,563 at December 31,  1995.
          Approximately $2 million  in property taxes deposited in a public
          fund interest-bearing account  contributed  to  the  increase  in
          deposits.    In  addition,  fluctuations  in  commercial deposits
          resulted  in  an  increase  of  $2.2 million in commercial  money
          market accounts during the first  quarter of 1996.  A certificate
          of  deposit  promotion  in  Jennings market  contributed  to  the
          increase in certificates of deposit for the same period.

          Total loans increased $1.5 million  during  the  first quarter of
          1996.   The  installment  loan  promotion  held  in  March   1996
          contributed  to  an increase of $1.6 million in the consumer loan
          portfolio.   Competition   for   quality   commercial  loans  has
          intensified in the Lafayette area in the past several months, and
          as  a  result, the commercial and real estate  portfolios  showed
          minimal change during the first quarter of 1996.

          Securities available-for-sale increased $10.2 million, from $36.1
          million  at December 31, 1995 to $46.3 million at March 31, 1996.
          The increase  reflects  purchases  of  $11.1  million  in  U.  S.
          Treasury  and  mortgage-backed  securities  partially offset by a
          decrease  of  $264,150  in  the  market  value of the  securities
          available-for-sale.  Additionally, $658,812 in principal paydowns
          were  received  on mortgage-backed securities  during  the  first
          quarter of 1996.   Unrealized losses in the securities available-
          for-sale portfolio,  net of unrealized gains and tax effect, were
          $165,200 at March 31,  1996, compared to a net unrealized gain of
          $98,950 at December 31, 1995.  These amounts result from interest
          rate fluctuations and do  not  represent  permanent impairment of
          value.  Moreover, classification of securities  as available-for-
          sale  does not necessarily indicate that the securities  will  be
          sold prior  to  maturity.  Tax-free municipal securities totaling
          $1.7 million were  purchased  for  the held-to-maturity portfolio
          during the first quarter of 1996.

          During the first quarter of 1996, MidSouth's  Board  of Directors
          approved  the  purchase of defined contribution retirement  plans
          for two executive  officers  and one senior officer.  The initial
          premium  paid  of  $575,000  constitutes  an  earning  asset  for
          MidSouth.


          Capital Ratios

          As of March 31, 1996, MidSouth's  leverage  ratio  was  6.81%  as
          compared  to 6.99% at December 31, 1995.  Tier 1 capital to risk-
          weighted assets  was  12.19%  and  total capital to risk-weighted
          assets was 13.40% at the end of the  first  quarter  of 1996.  At
          year-end 1995, Tier 1 capital to risk-weighted assets  was 12.11%
          and total capital to risk-weighted assets was 13.36%.

                                    11

<PAGE>





          Common Stock Information

          Table  1  below lists the high, low and period-end closing  sales
          prices of MidSouth's  common stock on the American Stock Exchange
          (the "AMEX") for the past  five quarters.  Additional information
          on the price and volume of transactions  currently appears in the
          Wall  Street Journal under the heading "American  Stock  Exchange
          Composite Transactions."

<TABLE>
<CAPTION>

                        TABLE 1  -  COMMON STOCK INFORMATION

                         1996                     1995
                         
                         1ST       4TH       3RD       2ND       1ST
                         QTR       QTR       QTR       QTR       QTR
          <S>            <C>       <C>       <C>       <C>       <C>
          High Price     $15.63    $19.75    $13.00    $9.12     $9.30
          Low Price      $15.00    $13.25    $ 8.74    $8.27     $8.18
          Closing Price  $15.25    $15.38    $13.00    $8.83     $8.18

</TABLE>


          Nonperforming Assets and Past Due Loans

          Table 2 summarizes MidSouth's nonaccrual, past due and
          restructured loans and nonperforming assets.

          Nonperforming assets were $559,104 as of March 31, 1996, a
          decrease of $11,737 from the $570,841 reported for December 31,
          1995 and an increase of $59,337 from the $499,767 reported for
          March 31, 1995.   No significant changes occurred during the
          first quarter of 1996.

          Loans past due 90 days or more increased from $230,861 in March
          1995 to $265,682 in December 1995 and to $366,246 as of March 31,
          1996.  The increase resulted primarily from a group of lease
          loans that exhibited decreasing payment streams.  Management has
          instructed the Loan Review Officer to closely monitor this group
          of lease loans and absorb any losses on a timely basis.

          Specific reserves have been established in the ALLL to cover
          potential losses on nonperforming assets.  The ALLL is analyzed
          quarterly and additional reserves, if needed, are  allocated at
          that time.  Management believes the $1,046,691 in the reserve as
          of March 31, 1996 is sufficient to cover potential losses in
          nonperforming assets and in the loan portfolio.  Loans classified
          for regulatory purposes but not included in Table 2 do not
          represent material credits about which management has serious
          doubts as to the ability of the borrower to comply with loan
          repayment terms.


                                    12

<PAGE>

                                   TABLE 2
                           Nonperforming Assets and 
                            Loans Past Due 90 Days 
<TABLE>
<CAPTION>
___________________________________________________________________________

                             March 31,       December 31,      March 31,
                                1996             1995             1995
___________________________________________________________________________
<S>                            <C>              <C>              <C>
Nonperforming loans
   Nonaccrual loans            $367,636         $386,510         $301,749
   Restructured loans               943              943            4,668
                                _______          _______          _______
Total nonperforming loans       368,579          387,453          306,417

Other real estate owned, net    183,608          180,270          193,350
Other assets repossessed          6,917            3,118                -
                               ________          _______          _______
Total nonperforming assets     $559,104         $570,841         $499,767
                               ========          =======          =======

Loans past due 90 days
or more and still accruing     $366,246         $265,682         $230,861

Nonperforming loans as a
% of total loans                   0.46%            0.49%            0.50%

Nonperforming assets as a
% of total loans, other real 
estate owned and other assets
repossessed                        0.69%            0.72%            0.81%

ALLL as a % of nonperforming     283.98%          271.49%          295.41%
============================================================================

</TABLE>
 
                                       13



<PAGE>






          Item 6.  Exhibits and Reports on Form 8-K               Page 14

          (a) Exhibits

          Exihibit NumberDocument Description

           3.1           Amended and Restated Articles of Incorporation of
                         MidSouth Bancorp, Inc. is included as Exhibit 3.1 
                         to the Report on Form 10-K for the year ended 
                         December 31, 1993, and is incorporated herein by 
                         reference.

           3.2           Articles of Amendment to Amended and Restated
                         Articles of Incorporation dated July 19, 1995 
                         are included as Exhibit 4.2 to MidSouth's 
                         Registration Statement on Form S-8 filed 
                         September 20, 1995 and is incorporated herein 
                         by reference.

           3.3           Amended and Restated By-laws adopted by the Board
                         of Directors on April 12, 1995 are included as 
                         Exhibit 3.2 to Amendment No. 1 to MidSouth's 
                         Registration Statement on Form S-4 (Reg. No. 
                         33-58499) filed on June 1, 1995.

          10.1           MidSouth National Bank Lease Agreement with
                         Southwest Bank Building Limited Partnership is 
                         included as Exhibit 10.7 to the Company's annual
                         report on Form 10-K for the Year Ended December
                         31, 1992, and is incorporated herein by reference.

          10.2           First Amendment to Lease between MBL Life
                         Assurance Corporation, successor in interest to 
                         Southwest Bank Building Limited Partnership in
                         Commendam, and MidSouth National Bank is included
                         as Exhibit 10.1 to Report on the Company's annual 
                         report on Form 10-KSB for the yearended December 
                         31, 1994, and is incorporated herein by reference.

          10.3           Amended and Restated Deferred Compensation Plan
                         and Trust is included as Exhibit 10.3 to the 
                         Company's annual report on Form 10-K for the year
                         ended December 31, 1992 and is incorporated herein
                         by reference.

          10.4           Employment Agreements with C. R. Cloutier and
                         Karen L. Hail are included as Exhibit 5(c) to 
                         MidSouth's Form 1-A and are incorporated
                         herein by reference.

          10.5           Description of the Incentive Compensation Plan for
                         Officers of MidSouth National Bank is included as 
                         Exhibit 10.5 to the Company's annual report
                         on Form 10-K for the year ended December 31, 1993,
                         and is incorporated herein by reference.


<PAGE>

                                                                 Page 15


          10.6           Agreement and Plan of Merger between MidSouth
                         Bancorp, Inc. and MidSouth National Bank and 
                         Sugarland Bancshares, Inc. and Sugarland
                         State Bank is included as Exhibit 10.5 to the
                         Company's annual report on Form 10-KSB for the 
                         year ended December 31, 1994, and is incorporated
                         herein by reference

          11             Computation of earnings per share





               (b)  Reports Filed on Form 8-K

                    (none)




          Signatures


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



                                        MidSouth Bancorp, Inc.
                                        (Registrant)

          Date:  May 8, 1996

                                        /s/ C.R. Cloutier
                                        C. R. Cloutier, President & CEO


                                        /s/ Karen L. Hail
                                        Karen L. Hail, Executive Vice
                                        President & CFO


                                        /s/ Teri S. Stelly
                                        Teri S. Stelly, Vice President &
                                        Controller



<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1996
<CASH>                                           7,473
<INT-BEARING-DEPOSITS>                             108
<FED-FUNDS-SOLD>                                12,200
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     46,274
<INVESTMENTS-CARRYING>                           6,224
<INVESTMENTS-MARKET>                             6,279
<LOANS>                                         80,383
<ALLOWANCE>                                      1,047
<TOTAL-ASSETS>                                 159,030
<DEPOSITS>                                     146,827
<SHORT-TERM>                                       167
<LIABILITIES-OTHER>                                688
<LONG-TERM>                                        932
<COMMON>                                            98
                                0
                                      2,590
<OTHER-SE>                                       7,728
<TOTAL-LIABILITIES-AND-EQUITY>                 159,030
<INTEREST-LOAN>                                  2,038
<INTEREST-INVEST>                                  676
<INTEREST-OTHER>                                   197
<INTEREST-TOTAL>                                 2,911
<INTEREST-DEPOSIT>                               1,011
<INTEREST-EXPENSE>                               1,030
<INTEREST-INCOME-NET>                            1,881
<LOAN-LOSSES>                                      120
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  1,780
<INCOME-PRETAX>                                    422
<INCOME-PRE-EXTRAORDINARY>                         288
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       288
<EPS-PRIMARY>                                      .25
<EPS-DILUTED>                                      .24
<YIELD-ACTUAL>                                    5.41
<LOANS-NON>                                        368
<LOANS-PAST>                                       366
<LOANS-TROUBLED>                                     1
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 1,052
<CHARGE-OFFS>                                      168
<RECOVERIES>                                        43
<ALLOWANCE-CLOSE>                                1,047
<ALLOWANCE-DOMESTIC>                               140
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                            907
        

</TABLE>

MIDSOUTH BANCORP, INC. AND SUBSIDIARY                              EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE  (Unaudited)
For the Three Months Ended March 31, 1996 and 1995 and
Twelve Months Ended December 31, 1995 and 1994

<TABLE>
<CAPTION>

                                    First Quarter    First Quarter     Year Ended       Year Ended
                                     March 31,        March 31,       December 31,     December 31,
PRIMARY                                 1996             1995             1995             1994
                                    _____________    ____________     ___________      ___________
<S>                                 <C>              <C>              <C>              <C>
Earnings:
    Income applicable to common 
      stock                            $248,527         $298,085       $1,203,468       $1,141,641
                                    =============    ============     ============     ===========
Shares:
    Weighted average number of 
      common shares outstanding         972,717          955,345          959,735          949,819
                                    =============    ============     ============     ===========

Earnings per common share:
    Income applicable to common 
      stock                               $0.26            $0.31            $1.25            $1.20
                                    =============    ============     ============     ===========

Weighted average number of 
    common shares outstanding           972,717          955,345          959,735          949,819

    Assuming exercise of options, 
      reduced by the number of 
      shares which could have 
      been purchased with the 
      proceeds from exercise of 
      such options at the average
      issue price                        11,301            5,333           10,236                -
                                    _____________    ____________     ___________      ___________


    Weighted average number of 
      common shares outstanding, 
      as adjusted                       984,018          960,678          969,971          949,819
                                    =============    ============     ============     ===========


Primary earnings per common share         $0.25            $0.31            $1.24            $1.20
                                    =============    ============     ============     ===========


FULLY DILUTED

Earnings:
    Net income                         $288,247         $298,085       $1,241,610       $1,141,641
                                    =============    ============     ============     ===========

Weighted average number of 
    common shares outstanding           972,717          955,345          959,735          949,819

    Assuming exercise of options, 
      reduced by the number of 
      shares which could have been 
      purchased with the proceeds 
      from exercise of such options 
      at the higher of the average 
      issue price or period end price    11,301            5,333           12,855            4,834

    Assuming conversion of 181,756 
      shares of preferred stock at 
      a conversion rate of 
      1 to 1.33 shares                  241,735                -          104,413                -
                                    _____________    ____________     ___________      ___________

    Weighted average number of 
      common shares outstanding, 
      as adjusted                     1,225,753          960,678        1,077,003          954,653
                                    =============    ============     ============     ===========


Fully diluted earnings per common 
  share                                   $0.24            $0.31            $1.15            $1.20
                                    =============    ============     ============     ===========

</TABLE>



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