MIDSOUTH BANCORP INC
10QSB, 1996-08-13
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..............June 30, 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  June 30, 1996

               Common stock, $.10 par value                      993,190
          Preferred stock, no par value, $14.25 stated value     179,756

                   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 - June 30, 1996 and        3
                          December 31, 1995

                    Statements of Income - Three and Six Months 
                         Ended June 30, 1996 and 1995                 4

                    Statement of Stockholders' Equity - Six 
                         Months Ended June 30, 1996               5

                    Statements of Cash Flows - Six Months Ended
                         June 30, 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 4.  Submission of Matters to a Vote of 
                        Security Holders                            15

               Item 6.  Exhibits and Reports on Form 8-K            16

               Signatures                                           17




<PAGE>
<PAGE>
<TABLE>
<CAPTION>

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

                                                               June 30           December 31,
ASSETS                                                           1996                1995
                                                              __________         ___________
<S>                                                           <C>                <C>
Cash and due from banks                                       $8,820,087         $10,298,209
Federal funds sold                                            14,600,000          15,800,000
                                                              __________         ___________

     Total cash and cash equivalents                          23,420,087          26,098,209

Interest bearing deposits in banks                               294,493              26,349
Securities available-for-sale, at fair value (cost of 
     $46,423,734 in June 1996 and $35,868,018 in 
     December 1995)                                           45,642,534          36,058,587
Securities held-to-maturity (estimated market value of 
     $7,476,434 in June 1996 and $4,735,344 in 
     December 1995)                                            7,550,201           4,545,849
Loans, net of allowance for loan and lease losses of
     $1,063,074 in June 1996 and $1,051,898 in 
     December 1995)                                           84,378,677          77,826,707
Bank premises and equipment, net                               4,920,904           4,532,610
Other real estate owned, net                                     180,270             180,270
Accrued interest receivable                                    1,315,310           1,107,820
Goodwill, net                                                    294,292             311,352
Other assets                                                   1,343,775             495,488
                                                              __________         ___________

     Total assets                                           $169,340,543        $151,183,241
                                                             ===========         ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
  Non-interest bearing                                       $42,139,944         $40,471,206
  Interest bearing                                           115,308,059          98,558,357
                                                              __________         ___________

     Total deposits                                          157,448,003         139,029,563

Securities sold under 
     repurchase agreements                                        67,362             175,904
Accrued interest payable                                         397,736             322,891
Notes payable                                                    891,059             972,617
Other liabilities                                                149,609             268,702
                                                              __________         ___________

     Total liabilities                                       158,953,769         140,769,677
                                                              __________         ___________

Commitments and contingencies                                          -                   -

Stockholders' Equity:
   Preferred Stock, no par value, $14.25 stated value 
    - 5,000,000 authorized, 179,756 and 187,286 issued 
    and outstanding on June 30, 1996 and December 31,     
    1995, respectively                                        2,561,523           2,668,826
   Common stock, $.10 par value- 
     5,000,000 shares authorized, 993,190 and 967,940
     issued and outstanding on June 30, 1996 and
     December 31, 1995, respectively                              99,320              96,794
   Surplus                                                     6,445,856           6,164,443
   Unearned ESOP shares                                          (42,709)            (54,157)
   Unrealized gains/losses on securities available-
     for-sale, net of deferred taxes of $236,400 in 
     June 1996 and $91,619 in Decembember 1995                  (544,800)             98,950
   Retained earnings                                           1,867,584           1,438,708
                                                              __________         ___________

     Total stockholders' equity                               10,386,774          10,413,564
                                                              __________         ___________

Total liabilities and stockholders' equity                  $169,340,543        $151,183,241
                                                             ===========         ===========


_____________________________________________________________________________________________

</TABLE>

                                     3

<PAGE>
<TABLE>
<CAPTION>

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


 
                                                   Three Months Ended                          Six Months Ended
                                                         June 30,                                   June 30,
                                                1996                 1995                 1996                 1995
                                             ______________________________            _____________________________
<S>                                          <C>                 <C>                   <C>                <C>
INTEREST INCOME:                         
Loans, including fees                        $2,129,466          $1,702,958            $4,166,894         $3,249,413
Securities and interest-bearing deposit         782,181             451,261             1,458,409            893,133
Federal funds sold                              149,300              58,589               346,343            100,399
                                              _________           _________             _________          _________ 
TOTAL                                         3,060,947           2,212,808             5,971,646          4,242,945
                                              _________           _________             _________          _________ 

INTEREST EXPENSE:
Interest on deposits                          1,087,514             679,544             2,098,029          1,248,417
Interest on notes payable                        20,384              28,250                39,504             57,389
                                              _________           _________             _________          _________ 

TOTAL                                         1,107,898             707,794             2,137,533          1,305,806
                                              _________           _________             _________          _________ 

NET INTEREST INCOME                           1,953,049           1,505,014             3,834,113          2,937,139

PROVISION FOR LOAN LOSSES                       190,000              35,000               310,000             90,000
                                              _________           _________             _________          _________ 

NET INTEREST INCOME AFTER            
  PROVISION FOR LOAN LOSSES                   1,763,049           1,470,014             3,524,113          2,847,139
                                              _________           _________             _________          _________ 

OTHER OPERATING INCOME:
Service charges on deposits                     347,326             256,792               659,742            506,003
Other charges and fees                          215,949             132,191               345,098            240,760
                                              _________           _________             _________          _________ 

TOTAL OTHER INCOME                              563,275             388,983             1,004,840            746,763
                                              _________           _________             _________          _________ 

OTHER EXPENSES:
Salaries and employee benefits                  879,388             643,328             1,741,859          1,231,130
Occupancy expense                               335,496             244,329               647,430            463,264
Professional fees                                75,158              69,527               139,602            112,489
FDIC assessments                                  1,000              51,940                 1,500            103,879
Marketing expenses                               78,821              69,518               159,438            122,336
General and bond insurance                       32,515              27,010                65,587             54,337
Data processing expenses                         91,685              23,687               173,258             48,614
Postage                                          35,832              28,822                70,169             57,000
Director fees                                    22,732              25,698                49,005             48,107
Education and travel                             44,128              26,223                77,490             48,375
Printing and supplies                            56,165              42,808               107,896             73,943
Telephone                                        44,970              33,470                85,060             56,228
Expenses on other real estate owned, ne           1,640              11,976                 1,813             27,982
Other                                           156,891             119,727               316,705            245,942
                                              _________           _________             _________          _________ 

TOTAL OTHER EXPENSES                          1,856,421           1,418,063             3,636,812          2,693,626
                                              _________           _________             _________          _________ 

NET INCOME BEFORE INCOME TAXES                  469,903             440,934               892,141            900,276
PROVISION FOR INCOME TAXES                      133,490             141,586               267,481            302,843
                                              _________           _________             _________          _________ 

NET INCOME                                     $336,413            $299,348              $624,660           $597,433
                                              _________           _________             _________          _________ 

PREFERRED DIVIDEND REQUIREMENT                   39,133                   -                78,853                  -
                                              _________           _________             _________          _________ 

INCOME AVAILABLE TO COMMON
  SHAREHOLDERS                                 $297,280            $299,348              $545,807           $597,433
                                              =========           =========             =========          =========
EARNINGS PER COMMON SHARE:
  PRIMARY                                         $0.30               $0.31                 $0.55              $0.62
                                              =========           =========             =========          =========

  FULLY DILUTED                                   $0.27               $0.31                 $0.51              $0.62
                                              =========           =========             =========          =========


</TABLE>

                                     4


<PAGE>
<TABLE>
<CAPTION>

MIDSOUTH BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED)

                                                                                               UNREALIZED
                                                                                             (GAINS) LOSSES
                                                                                              ON SECURITIES
                                PREFERRED STOCK       COMMON STOCK                    ESOP     AVAILABLE    RETAINED
                               SHARES      AMOUNT    SHARES   AMOUNT      SURPLUS   OBLIGATION  FOR SALE    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
                               _______   __________  _______  _______   __________   _________  ________   __________   ___________

Issuance of common stock                               2,574      258       38,233                                           38,491
Dividends paid on common
  stock                                                                                                       (58,857)      (58,857)
Dividends accrued on 
  preferred stock                                                                                             (39,133)      (39,133)
Stock options exercised                                7,000      700       67,392                                           68,092
Preferred stock conversion      (2,000)     (28,500)   2,666      267       28,233                                               
Net income                                                                                                    336,413       336,413
ESOP obligation repayments                                                              5,806                                 5,806
Net change in unrealized
  gain/loss on securities
  available-for-sale, net of tax                                                                (379,600)                  (379,600)
                               _______   __________  _______  _______   __________   ________   ________   __________   ___________
BALANCE,
   JUNE 30, 1996               179,756   $2,561,523  993,190  $99,320   $6,445,856   ($42,709) ($544,800)  $1,867,584   $10,386,774
                               =======   ==========  =======  =======   ==========   ========   ========   ==========   ===========


                                      5
<PAGE>

</TABLE>
<TABLE>
<CAPTION>

MIDSOUTH BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
_________________________________________________________________________________________________
                                                                         June 30,

                                                               1996                   1995
                                                             _________              _________
<S>                                                          <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                    $624,660               $597,433
Adjustments to reconcile net income  
  to net cash provided by operating activities:
    Depreciation and amortization                              300,871                148,688
    Provision for loan losses                                  310,000                 90,000
    Provision for deferred taxes                               (83,733)                     -
    Premium amortization, net                                   81,747                 71,002
    Net (gain) loss on sale of fixed assets                    (22,650)
    Net (gain) loss on sale of other real estate owned            (163)                 2,135
    Write-down of other real estate owned                            -                 12,400
    Change in accrued interest receivable                     (207,490)                87,323
    Change in accrued interest payable                          74,845                 87,826
    Change in other liabilities                                131,464               (365,116)
    Change in other assets                                    (743,050)              (323,808)
                                                          _____________           _____________    
NET CASH PROVIDED BY OPERATING ACTIVITIES                      466,501                407,883
                                                          _____________           _____________    

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net decrease in interest-bearing deposits                   (268,144)               (22,005)
  Proceeds from maturities and calls of securities 
    available-for-sale                                       1,790,367              4,692,408
  Purchases of securities held-to-maturity                  (3,006,069)            (3,002,563)
  Purchases of securities available-for-sale               (12,426,113)                     -
  Loan originations, net of repayments                      (6,876,754)            (6,493,980)
  Purchases of premises and equipment                         (799,213)              (816,343)
  Proceeds from sales of other real estate owned                 3,500                 21,545
  Proceeds from sales of fixed assets                          149,758                      -
                                                           _____________           _____________    

NET CASH USED IN INVESTING ACTIVITIES                      (21,432,668)            (5,620,938)
                                                           _____________           _____________    

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                                  18,418,440              8,133,452
  Net (decrease) increase in repurchase agreements            (108,542)                17,639
  Issuance of notes payable                                          -              1,000,000
  Repayments of notes payable                                  (81,558)            (1,073,400)
  Proceeds from issuance of common stock                        78,979                 54,196
  Payment of common stock dividends                           (116,931)                     -
  Proceeds from exercise of stock options                       97,657                      -
                                                           _____________          _____________    

NET CASH PROVIDED BY FINANCING ACTIVITIES                   18,288,045              8,131,887
                                                           _____________          _____________    

NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS          (2,678,122)             2,918,832

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

CASH & CASH EQUIVALENTS AT END OF QUARTER                  $23,420,087            $11,560,821
                                                           
                                                           =============         ==============

                                     6

</TABLE>

<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 June 30, 
      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.

      The results of operations for the three and six month periods ended
      June 30, 1996 are not necessarily indicative of the results to be
      expected for the entire year.


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>

                                                       Six Months Ended
                                                            June 30,
                                                     1996             1995
                                                   ______           ______
       <S>                                         <C>                <C>
       Balance at beginning of year                $1,052             $874
         Provision for loan losses                    310               90
         Recoveries                                    80               43
         Loans charged off                           (379)             (87)
                                                   ______           ______ 
       Balance at end of quarter                   $1,063             $920
                                                   ======           ======
</TABLE> 

                                      7

<PAGE>

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

          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  consolidated financial  statements,  the  notes thereto and 
          the related Management's Discussion and Analysis.

          MidSouth reported net income for the second  quarter  of  1996 of
          $336,413,  representing a 12.4% increase over net income for  the
          second quarter  of  1995 of $299,348.  Income available to common
          shareholders totaled  $297,280  for  the  second  quarter of 1996
          compared  to  $299,348  for the second quarter of 1995.   Primary
          earnings per share for the  second  quarter  of  1996  were  $.30
          compared  to  $.31 for the second quarter of 1995.  Fully diluted
          earnings per share  were  $.27  and  $.31  for  the  same period,
          respectively.   Net  income available to common shareholders  for
          the six months ended June  30,  1996  totaled  $545,807  or  $.55
          primary  earnings per share, compared to $597,433 or $.62 primary
          earnings per share for the six months ended June 30, 1995.

          Net income increased in the second quarter of 1996 despite start-
          up and operational  costs  associated  with new branch facilities
          and  increased provisions to the Allowance  for  Loan  and  Lease
          Losses ("ALLL").  Increases were recorded in net interest income,
          service charges on deposit accounts, and on income earned through
          sales  of  credit life insurance, mortgage loan originations, ATM
          processing,  check  order  processing and a third party brokerage
          service.

          As of June 30, 1996, the ALLL  totaled  $1,063,074,  or  1.24% of
          total  loans.  Nonperforming loans totaled $363,390 for the  same
          period,  representing  .43%  of  total  loans.  MidSouth expensed
          $190,000  in  provisions  for loan and lease  losses  during  the
          second quarter of 1996,  $155,000  more than the $35,000 expensed
          for  the second quarter of 1995, primarily  due  to  $298,693  in
          chargeoffs  of  certain  loans  within a leasing program.  Of the
          $1.2 million remaining in the program,  $310,058  in  lease loans
          are  over  30  days  past  due  but  have not been classified  as
          nonperforming.  Management is continuing  negotiations  with  the
          lease  program participants and anticipates partial recoveries of
          the $298,693 charged off in the first six months of 1996.  At the
          current  quarter-end,  recoveries  of  lease  loan losses totaled
          $37,426.  All other loans charged off in the first  six months of
          1996 totaled $80,517.

          MidSouth  ended the second quarter of 1996 with total  assets  of
          $169,340,543, an increase of 12.0% over the $151,183,241 reported
          at year-end  1995  and an increase of 49.5% over the $113,272,066
          reported at the end  of  the  second  quarter  of  1995.   Assets
          acquired  through the merger with Sugarland Bancshares, Inc.  and
          Sugarland State  Bank  on  July  31,  1995 represent 30.6% of the
          growth experienced over the past twelve months.

          As  of  June 30, 1996, MidSouth's annualized  return  on  average
          common equity  was 14.64% and annualized return on average assets
          was .73%  The leverage  capital  ratio  was  6.64% at the current
          quarter-end.

                                     8

<PAGE>


          Earnings Analysis

          Net Interest Income

          Average earning assets increased 49.55%, from  $96.0  million for
          the six months ending June 30, 1995 to $143.5 million for the six
          months  ending  June 30, 1996.  An increase  in  interest  income
          resulting from the  increase  in  earning  assets   was partially 
          offset by  a  56   basis  point decline in the average  yield  on 
          earning assets was partially offset by a 56 basis  point  decline 
          in the  average yield on earning assets in  addition to  a  $37.9 
          million  volume   increase   and  22   basis  point rate increase
          associated   with  interest-bearing liabilities.   Net   interest
          income increased $896,974 over the comparable 1995 period.

          Despite  increased net interest earnings, the net interest margin
          decreased  81  basis  points, from 6.17% for the six months ended
          June 30, 1995 to 5.36%  for the six months  ended  June 30, 1996.  
          The decrease in the net interest margin resulted primarily from a 
          change in the mix of  earning  assets.   For the first six months  
          of  1995, loans represented 65% of average earning assets.  As of 
          June 30, 1996, the percentage of loans to average  earning assets  
          fell   to  57%.   The  change  in mix occurred as the increase in 
          deposits during the past twelve months exceeded loan fundings and 
          excess funds  were used  to  purchase securities or federal funds 
          sold.  Although installment   loan  demand  has remained constant
          for  MidSouth,  competition  for  quality  commercial  loans  has 
          resulted in slowed groth for the commercial  and real estate loan 
          portfolios.  The influx of deposits  resulted  from the Sugarland 
          acquisition, a  public  funds  contract, deposit  promotions   an
          d increased commercial deposits.

          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  six
          months  ending  June  30, 1996 as compared to the same period  of
          1995, primarily due to a  public  funds  contract  and  increased
          commercial deposits.  Interest-bearing deposits averaged 73.3% of 
          total deposits at June 30, 1996  as compared  to  70.8%  at  June  
          30, 1995.  The average rate  paid  on  interest-bearing  deposits  
          increased 29 basis points, from 3.63%  to  3.92%  for  the   same 
          period.

          Non-interest Income

          MidSouth's primary source of non-interest income, service charges
          on  deposit  accounts,  increased  $90,534  for  the quarter  and
          $153,739 for the six months ending June 30, 1996 as  compared  to
          the  same  periods  in 1995.  The increases result primarily from
          additional  insufficient  funds  fees  and  fees  earned on 5,996
          additional  deposit  accounts  added  in the past twelve  months.
          However, as a percentage of total transaction  account  deposits,
          service charge income decreased from 1.56% in June 1995 to  1.34%
          in June 1996.

          Other  non-interest  income  increased  $83,758  and  $104,338 in
          quarterly  and  year-to-date comparisons, respectively, primarily
          due to increases  in  income  earned  on  the sale of credit life
          insurance,   mortgage   loan   originations,   ATM    transaction
          processing,  check  order  processing and a third party brokerage
          service.  Additionally, in quarterly  comparison,  a gain on sale
          of  property  was recorded in other non-interest income  totaling
          $22,650.  The gain  was  realized in May 1996 on  the  sale  of a 
          portion of  the  Ambassador  Caffery  Branch  property   owned by 
          MidSouth's subsidiary MidSouth National Bank (the "Bank").


                                     9

<PAGE>

          Non-interest Expense

          Non-interest expense increased  30.91%  for  the three months and
          35.02% for the six months ended June 30, 1996  as compared to the
          same  periods  ended  June  30,  1995.   The  increase   resulted
          primarily  from  start  up  and operational costs associated with
          five new branch facilities, two  of  which  were former Sugarland
          banking  offices,  and  a  loan  processing office which produced
          significant   increases   in   salaries  and  employee  benefits, 
          occupancy  expenses,  data  processing   expenses,  printing  and
          supplies, and marketing expenses.  Additionally,  an increase was
          recorded  in  the  "Other"  expenses category  primarily  due  to
          increased services charges on  correspondent  bank  accounts  and
          auto expenses.

          Salaries  and  employee benefits increased due the addition of 45
          full-time equivalent  ("FTE")  employees  from 80 in June 1995 to
          125  in June 1996.  Of the 45 FTE employees  added  in  the  past
          twelve  months,  26  were employees of the former Sugarland State
          Bank.  Additional employees  hired  during  1995  included six to
          staff  the Opelousas branch, seven for the Super 1 -  New  Iberia
          branch and  seven  in  May  1996 to staff the Super 1 - Lafayette
          branch.

          Occupancy expense increased in  the  three  and six month periods
          ending June 30, 1996 as compared to the same  periods 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 due to the addition of leased branch facilities
          in   Opelousas,   New   Iberia,   Morgan   City  and   Lafayette.
          Depreciation and maintenance expenses, in addition  to utilities,
          insurance  and  ad  valorem  taxes,  increased due to these  four
          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.

          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 four new vehicles and three vehicles acquired from Sugarland.

          MidSouth realized  significant savings of $50,940 for the quarter
          and $102,379 for the  six  months  ended  June  30,  1996 in FDIC
          assessment fees due to its current risk classification.  Based on
          this  classification,  MidSouth  is  required  to  remit  minimal
          quarterly fees.

          Balance Sheet Analysis

          MidSouth  ended  the  second  quarter  of  1996 with consolidated
          assets   of   $169,340,543,  an  increase  of  12.0%   over   the
          $151,183,241 reported  for  December  31,  1995.  The increase in
          consolidated assets was funded from increases  of $6.1 million in
          transaction  accounts, $1.9 million in money market  and  savings
          accounts and $10.4 million in time deposits.


                                     10

<PAGE>

          As of June 30,  1996,  total  deposits increased $18.4 million to
          $157.4  million as compared to $139.0  million  at  December  31,
          1995.  Approximately  $3.4  million  in  additional  public  fund
          deposits    contributed  to  the  increase.   Favorable  economic
          conditions  and   increased  business  activity  resulted  in  an
          increase of $2.8 million  in  commerical  transaction  and  money
          market  accounts  and  $8.4  million  in commercial time deposits
          during the first six months of 1996.  A  certificate  of  deposit
          promotion  in the Jennings market contributed to the $1.7 million
          increase in individual time deposits for the same period.

          Total loans increased $6.5 million during the first six months of
          1996.  The installment  loan  promotion held during the months of
          March and April 1996 contributed  $5.2 million to the installment
          loan  portfolio.  Competition for quality  commercial  loans  has
          intensified in the Lafayette area in the past several months, and
          as  a  result,  the  commercial,  agricultural  and  real  estate
          portfolios  combined grew only $1.3 million during the six months
          ending June 30, 1996.

          Securities available-for-sale increased $9.5 million,  from $36.1
          million  at December 31, 1995 to $45.6 million at June 30,  1996.
          The increase  reflects  purchases  of  $12.4  million  in  U.  S.
          Treasury and mortgage-backed securities partially offset by a net
          decrease  of  $971,769  in  the  market  value  of the securities
          available-for-sale.  Additionally, $1.8 million in maturities and
          principal  paydowns  were received on mortgage-backed  securities
          during the first six months  of  1996.   Unrealized losses in the
          securities available-for-sale portfolio, net  of unrealized gains
          and tax effect, were $544,800 at June 30, 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 $3.0 million were purchased for the
          held-to-maturity portfolio during the  six months ending June 30,
          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  single
          premium  paid  of  $575,000  constitutes  an  earning  asset  for
          MidSouth and is included in the  "Other  Assets"  category on the
          balance sheet.

          In July 1996, the Bank received approval from the Office  of  the
          Comptroller  of  the Currency to acquire property in Morgan City,
          Louisiana with plans  to  open  a  full service facility in 1996.
          The Bank currently operates a loan production  office in a leased
          facility in Morgan City.

          Capital Ratios

          As  of  June  30,  1996, MidSouth's leverage ratio was  6.64%  as
          compared to 6.99% at  December 31, 1995.  Tier 1 capital to risk-
          weighted assets was 11.83%  and  total  capital  to risk-weighted
          assets was 12.99% at the end of the second 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
                              ____                     ____

                         2ND       1ST       4TH       3RD       2ND
                         QTR       QTR       QTR       QTR       QTR
                         ___       ___       ___       ___       ___

          <S>            <C>       <C>       <C>       <C>       <C>

          High Price     $15.50    $15.63    $19.75    $13.00    $9.12
          Low Price      $14.00    $15.00    $13.25    $ 8.74    $8.27
          Closing Price  $14.00    $15.25    $15.38    $13.00    $8.83

</TABLE>          

          On July 11, 1996, MidSouth announced a four for three stock split
          of its common stock for holders of record as of July 31, 1996
          payable August 19, 1996.  This follows a 5% stock dividend
          declared in February 1994 and a four for three stock split of
          September 1995.  The annual dividend rate of $.24 per common
          share will continue to be paid quarterly, resulting in a 33%
          increase in the dividend payable.  The above table has not been
          adjusted to reflect this split.

          On June 30, 1996, MidSouth's preferred stock closed at a quarterly
          low sales price of $19.00 per share.  The high sales price for the
          second quarter of 1996 was $20.25 per share.

          Nonperforming Assets and Past Due Loans

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

          Nonperforming assets were $550,378 as of June 30, 1996, a
          decrease of $20,463 from the $570,841 reported for December 31,
          1995 and an decrease of $42,610 from the $592,988 reported for
          June 30, 1995.   No significant changes occurred during the first
          six months of 1996.

          Loans past due 90 days or more increased from $182,350 in June
          1995 to $265,682 in December 1995 and to $448,281 as of June 30,
          1996.  The increase resulted from the addition of $231,568 in
          lease loans that exhibited decreasing payment streams.  MidSouth
          is the lender in this lease loan program that has been experiencing
          unfavorable trends.  As of June 30, 1996, after charging off
          $298,693 of these loans, there remains $1.2 million outstanding
          of which $310,058 are over 30 days past due.  Management has
          focused its attention on resolving these loans and believes it
          has provided adequately for future losses and recoveries.
          However, no assurance can be given that these loans will not
          deteriorate further.  

                                     12

<PAGE>


          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 $1,063,074 in the reserve as
          of June 30, 1996 is sufficient to cover potential losses in
          nonperforming assets and in the loan and lease portfolios.  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.


          Subsequent Event

          In July 1996, MidSouth received approval from the Federal Reserve
          Bank of Atlanta to form a finance company subsidiary, Financial
          Services of the South, Inc. ("FSS").  FSS began operations on
          August 1, 1996, offering consumer financing in the Lafayette
          market.






                                     13

<PAGE>
<TABLE>
<CAPTION>
                                                                                    Page 14
                                   TABLE 2
                           Nonperforming Assets and 
                            Loans Past Due 90 Days 

_____________________________________________________________________________________________
                                          June 30,          December 31,          June 30,
                                            1996                1995                1995
_____________________________________________________________________________________________
<S>                                       <C>                 <C>                  <C>
Nonperforming loans
   Nonaccrual loans                       $362,537            $386,510             $404,675
   Restructured loans                          853                 943                4,593
                                          _________           _________            _________
Total nonperforming loans                  363,390             387,453              409,268

Other real estate owned, net               180,270             180,270              180,270
Other assets repossessed                     6,718               3,118                3,450
                                          _________           _________            _________

Total nonperforming assets                $550,378            $570,841             $592,988
                                          =========           ==========           =========          

Loans past due 90 days
or more and still accruing                $448,281            $265,682             $182,350

Nonperforming loans as a
% of total loans                              0.43%               0.49%                0.61%

Nonperforming assets as a
% of total loans, other real 
estate owned and other assets
repossessed                                   0.64%               0.72%                0.88%

ALLL as a % of nonperforming loans          292.50%             271.49%              224.82%
_____________________________________________________________________________________________
                                        
</TABLE>

<PAGE>
                                                                    PAGE 15


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

          At the annual meeting of shareholders of MidSouth Bancorp, Inc.
          held May 15,1996 at 2:00 p.m., the following directors were
          elected:

          James R. Davis, Jr.
               Votes cast for 791,315         Withheld          2,200


          Karen L. Hail
               Votes cast for 791,315         Withheld          2,200


          Milton B. Kidd, III, O.D.
               Votes cast for 791,215         Withheld          2,300

          No other matters were brought before the meeting on May 15, 1996.

<PAGE>

          Item 6.  Exhibits and Reports on Form 8-K                 Page 16

          (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 17


          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:  August 13, 1996
                                        /s/ C. R. Cloutier
                                        _______________________________
                                        C. R. Cloutier, President & CEO

                                        Karen L. Hail
                                        _______________________________
                                        Karen L. Hail, Executive Vice
                                        President & CFO

                                        Teri S. Stelly
                                        __________________________________
                                        Teri S. Stelly, Vice President &
                                        Controller



<TABLE>
<CAPTION>

MIDSOUTH BANCORP, INC. AND SUBSIDIARY                                                              EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE  (Unaudited)                                                     Page 18
For the Three and Six Months Periods Ended June 30, 1996 and 1995

                                            Second Quarter     Second Quarter     Year to Date         Year to Date
                                               June 30,           June 30,           June 30,             June 30,
PRIMARY                                          1996               1995               1996                 1995
                                             _____________     _____________      _____________        _____________
<S>                                            <C>                <C>                <C>                  <C>
Earnings:
    Income applicable to common stock          $297,280           $299,348           $545,807             $597,433
                                            ================    =============      ============        ==============

Shares:
    Weighted average number of 
      common shares outstanding                 987,660            957,557            980,188              956,457  
                                            ================    =============      ============        ==============

Earnings per common share:                                                                                  
    Income applicable to common stock             $0.30              $0.31              $0.56                $0.62  
                                            ================    =============      ============        ==============

Weighted average number of 
    common shares outstanding                   987,660            957,557            980,188              956,457

    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 or period end price            7,314              4,480              7,402                4,834
                                            _______________     _____________      ____________        _____________


    Weighted average number of common 
      shares outstanding, as adjusted           994,974            962,037            987,590              961,291
                                            ================    =============      ============        ==============

Primary earnings per common share                 $0.30              $0.31              $0.55                $0.62
                                            ================    =============      ============        ==============


FULLY DILUTED

Earnings:
    Net income                                 $336,413           $299,348           $624,660             $597,433
                                            ================    =============      ============        ==============

Weighted average number of 
    common shares outstanding                   987,660            957,557            980,188              956,457

    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 en        7,534              5,308              7,499                5,308

    Assuming conversion of 179,756 shares of
      preferred stock at a conversion rate of 
      1 to 1.3333 shares                        239,669                  -            239,669                    -
                                            _______________     _____________      ____________        _____________

    Weighted average number of common 
      shares outstanding, as adjusted         1,234,863            962,865          1,227,356              961,765
                                            ================    =============      ============        ==============


Fully diluted earnings per common share           $0.27              $0.31              $0.51                $0.62
                                            ================    =============      ============        ==============

</TABLE>


<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1996
<CASH>                                           8,820
<INT-BEARING-DEPOSITS>                             294
<FED-FUNDS-SOLD>                                14,600
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     45,643
<INVESTMENTS-CARRYING>                           7,550
<INVESTMENTS-MARKET>                             7,476
<LOANS>                                         85,442
<ALLOWANCE>                                      1,063
<TOTAL-ASSETS>                                 169,341
<DEPOSITS>                                     157,448
<SHORT-TERM>                                        67
<LIABILITIES-OTHER>                                548
<LONG-TERM>                                        891
<COMMON>                                            99
                                0
                                      2,562
<OTHER-SE>                                       7,726
<TOTAL-LIABILITIES-AND-EQUITY>                 169,341
<INTEREST-LOAN>                                  2,130
<INTEREST-INVEST>                                  782
<INTEREST-OTHER>                                   149
<INTEREST-TOTAL>                                 3,061
<INTEREST-DEPOSIT>                               1,088
<INTEREST-EXPENSE>                               1,108
<INTEREST-INCOME-NET>                            1,953
<LOAN-LOSSES>                                      190
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  1,856
<INCOME-PRETAX>                                    470
<INCOME-PRE-EXTRAORDINARY>                         470
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       336
<EPS-PRIMARY>                                      .30
<EPS-DILUTED>                                      .27
<YIELD-ACTUAL>                                    5.36
<LOANS-NON>                                        362
<LOANS-PAST>                                       448
<LOANS-TROUBLED>                                     1
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 1,052
<CHARGE-OFFS>                                      379
<RECOVERIES>                                        80
<ALLOWANCE-CLOSE>                                1,063
<ALLOWANCE-DOMESTIC>                               140
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                            923
        

</TABLE>


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