MIDSOUTH BANCORP INC
10QSB, 1997-05-14
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, 1997


          _____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, 1997

               Common stock, $.10 par value                       1,379,589
          Preferred stock, no par value, $14.25 stated value        171,656

                   Transitional Small Business Disclosure Format:
                               
                               Yes _______     No ___X____

                                       
                                       Page 1

<PAGE>
                                                            Page 2

          PART 1 - FINANCIAL INFORMATION

               Item 1.  Financial Statements (Unaudited)           Page


                    Financial Highlights                            3


                    Statements of Condition - March  31, 1997 and   4
                          December 31, 1996

                    Statements of Income - Three Months 
                         Ended March  31, 1997 and 1996
                         and Year Ended December 31, 1996           5

                    Statement of Stockholders' Equity - Three 
                         Months Ended March 31, 1997                6

                    Statements of Cash Flows - Three Months 
                         Ended March  31, 1997 and 1996             7

                    Notes to Financial Statements                   8

               Item 2.  Management's Discussion and Analysis or
                         Plan of Operation                          9

          PART II - OTHER INFORMATION

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

               Signatures                                          15

<PAGE>
<TABLE>
<CAPTION>


MIDSOUTH BANCORP, INC.
FINANCIAL HIGHLIGHTS (UNAUDITED)

=================================================================================
                                             Three Months Ended       Year Ended
                                                  March 31,          December 31,
EARNINGS DATA                                1997         1996           1996
                                          _______________________________________
<S>                                       <C>          <C>             <C>
Net interest income                       $2,237,962   $1,881,064      $8,030,690
Provision for loan losses                    153,268      120,000         674,500
Other income                                 596,489      441,565       2,138,285
Other expense                              2,183,167    1,780,391       7,840,691
Income tax expense                           116,594      133,991         417,286
Net income                                   381,422      288,247       1,236,498
Preferred dividend requirement                39,807       39,720         155,421
Net income available to common 
  shareholders                              $341,615     $248,527      $1,081,077
=================================================================================

PER COMMON SHARE DATA


Primary earnings per share                     $0.25        $0.19           $0.82
Fully diluted earnings per share               $0.23        $0.18           $0.76

Book value at end of period                    $6.43        $5.99           $6.53
Market price at end of period                 $11.13       $11.44          $11.00

Weighted average shares outstanding
  Primary                                  1,369,235    1,319,177       1,325,556
  Fully diluted                            1,674,096    1,641,976       1,630,950
=================================================================================

AVERAGE BALANCE SHEET DATA

Total assets                            $192,430,945 $154,884,821    $166,753,809
Earning assets                           173,353,447  139,500,730     150,848,685
Loans and leases                          96,580,282   79,412,878      85,517,231
Interest-bearing deposits                132,328,642  104,101,744     113,305,785
Total Deposits                           177,893,056  142,536,655     153,938,649
Common Stockholders' Equity                9,058,302    7,721,137       8,258,928
Total Stockholders' Equity                11,507,606   10,392,473      10,834,623
=================================================================================

SELECTED RATIOS

Return on average assets (annualized)           0.79%        0.74%           0.74%
Return on average common equity 
  (annualized)                                 15.09%       12.88%          13.09%
Return on average total equity (annualized)    13.26%       11.09%          11.41%
Leverage capital ratio                          5.95%        6.60%           6.30%
Tier 1 risk-based capital ratio                10.42%       11.81%          10.82%
Total risk-based capital ratio                 11.45%       13.02%          11.87%
Allowance for loan losses as a %
  of total loans                                1.12%        1.30%           1.15%

=================================================================================



</TABLE>
                                       4

<PAGE>
<TABLE>
<CAPTION>



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


                                                                 March 31,      December 31,
ASSETS                                                             1997             1996
                                                               ___________      ___________
<S>                                                            <C>              <C>
Cash and due from banks                                        $13,700,519      $11,314,562
Federal funds sold                                              16,200,000       14,100,000
                                                               ___________      ___________

     Total cash and cash equivalents                            29,900,519       25,414,562

Interest bearing deposits in banks                                   6,742          406,798
Securities available-for-sale, at fair value (cost of 
     $52,663,690 in March 1997 and $47,387,766 in 
     December 1996)                                             52,200,635       47,249,059
Securities held-to-maturity (estimated market value of 
     $13,399,471 in March 1997 and $9,700,307 in 
     December 1996)                                             13,517,856        9,547,853
Loans, net of allowance for loan and lease losses of
     $1,126,358 in March 1997 and $1,087,790 in 
     December 1996                                              99,326,599       93,740,719
Bank premises and equipment, net                                 6,116,972        5,808,952
Other real estate owned, net                                       146,552          180,270
Accrued interest receivable                                      1,449,423        1,386,596
Goodwill, net                                                      267,868          276,523
Other assets                                                     1,197,549        1,216,920
                                                               ___________      ___________

     Total assets                                             $204,130,715     $185,228,252 
                                                               ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
  Non-interest bearing                                         $47,891,565      $49,943,207
  Interest bearing                                             142,055,176      121,673,301
                                                               ___________      ___________

     Total deposits                                            189,946,741      171,616,508

Securities sold under 
     repurchase agreements                                         350,589          104,414
Accrued interest payable                                           440,113          397,259
Notes payable                                                    1,723,026        1,521,435
Other liabilities                                                  226,603          228,465
                                                               ___________      ___________

     Total liabilities                                         192,687,072      173,868,081
                                                               ___________      ___________

Commitments and contingencies                                            -                -

Stockholders' Equity:
   Preferred Stock, no par value, $14.25 stated value - 
     5,000,000 shares authorized, 171,656 and 171,956 
     issued and outstanding on March 31, 1997 and 
     December 31, 1996, respectively                             2,446,098        2,450,373
   Common stock, $.10 par value- 
     5,000,000 shares authorized, 1,379,589 and 1,364,903
     issued and outstanding on March 31, 1997 and
     December 31, 1996, respectively                               137,959          136,491
   Surplus                                                       6,900,150        6,738,943
   Unearned ESOP shares                                           (150,000)         (30,836)
   Unrealized gains/losses on securities available-for
     -sale, net of deferred taxes of $133,300 in March 
     1997 and $24,177 in December 1996                            (329,755)        (114,530)
   Retained earnings                                             2,439,191        2,179,730
                                                               ___________      ___________

     Total stockholders' equity                                 11,443,643       11,360,171
                                                               ___________      ___________

Total liabilities and stockholders' equity                    $204,130,715     $185,228,252
                                                               ===========      ===========

</TABLE>

                                       4

<PAGE>
<TABLE>
<CAPTION>


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


                                      Three Months Ended           Year Ended
                                           March 31,              December 31,
                                    1997             1996             1996
                                 ___________________________      ____________
<S>                              <C>              <C>              <C>
INTEREST INCOME:                         
Loans, including fees            $2,459,748       $2,037,428       $8,803,467
Securities                          891,021          676,228        3,140,270
Federal funds sold                  202,915          197,043          628,680
                                  _________        _________       __________
TOTAL                             3,553,684        2,910,699       12,572,417
                                  _________        _________       __________

INTEREST EXPENSE:
Interest on deposits              1,284,195        1,010,515        4,457,556
Interest on note payable             31,527           19,120           84,171
                                  _________        _________       __________

TOTAL                             1,315,722        1,029,635        4,541,727
                                  _________        _________       __________

NET INTEREST INCOME               2,237,962        1,881,064        8,030,690

PROVISION FOR LOAN LOSSES           153,268          120,000          674,500
                                  _________        _________       __________

NET INTEREST INCOME AFTER            
  PROVISION FOR LOAN LOSSES       2,084,694        1,761,064        7,356,190
                                  _________        _________       __________

OTHER OPERATING INCOME:
Service charges on deposits         438,214          323,196        1,489,211
Gains (losses) on securities, net         -                -            1,176
Other charges and fees              158,275          118,369          647,898
                                  _________        _________       __________

TOTAL OTHER INCOME                  596,489          441,565        2,138,285
                                  _________        _________       __________

OTHER EXPENSES:
Salaries and employee benefits    1,027,972          862,471        3,668,824
Occupancy expense                   505,524          393,436        1,524,396
Professional fees                    59,075           64,444          348,543
FDIC assessments                      4,412              500            2,000
Marketing expenses                  108,241           80,617          411,206
General and bond insurance           32,146           33,072          112,984
Data processing expenses             40,102           29,650          375,299
Postage                              48,888           34,337          154,802
Director fees                        24,975           26,273          102,294
Education and travel                 25,393           33,362          159,500
Printing and supplies                69,516           51,731          236,681
Telephone                            48,778           40,090          177,563
Expenses on other real estate 
  owned, net                         36,872              173           10,969
Other                               151,273          130,235          555,630
                                  _________        _________       __________

TOTAL OTHER EXPENSES              2,183,167        1,780,391        7,840,691
                                  _________        _________       __________

INCOME BEFORE INCOME TAXES          498,016          422,238        1,653,784
PROVISION FOR INCOME TAXES          116,594          133,991          417,286
                                  _________        _________       __________

NET INCOME                         $381,422         $288,247       $1,236,498
PREFERRED DIVIDEND REQUIREMENT       39,807           39,720          155,421
                                  _________        _________       __________

INCOME AVAILABLE TO COMMON
   SHAREHOLDERS                    $341,615         $248,527       $1,081,077
                                  =========        =========       ==========
Primary earnings per common share     $0.25            $0.19            $0.82
                                  =========        =========       ==========

Fully diluted earnings per 
  common share                        $0.23            $0.18            $0.76
                                  =========        =========       ==========


</TABLE>

                                       5

<PAGE>
<TABLE>
<CAPTION>

MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE QUARTER ENDED MARCH 31, 1997 (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, 1996        171,956   $2,450,373   1,364,903  $136,491   $6,738,943  ($30,836)   ($114,530)  $2,179,730  $11,360,171

Issuance of common stock                             14,155     1,415      156,985                                          158,400
Dividends paid on common
  stock                                                                                                        (82,107)     (82,107)
Dividends paid on 
  preferred stock                                                                                              (39,807)     (39,807)
Preferred stock conversion    (300)      (4,275)        531        53        4,222                                 (47)         (47)
Net income                                                                                                     381,422      381,422
ESOP obligation, net of 
  repayments                                                                        (119,164)                              (119,164)
Net change in unrealized
  gain/loss on securities
  available-for-sale, 
  net of tax                                                                        (215,225)                              (215,225)
                           _______    _________   _________  ________    _________  ________     ________    _________   __________
BALANCE,
  MARCH 31, 1997           171,656   $2,446,098   1,379,589  $137,959   $6,900,150 ($150,000)   ($329,755)  $2,439,191  $11,443,643
                           _______    _________   _________  ________    _________  ________     ________    _________   __________

</TABLE>

                                       6

<PAGE>
<TABLE>
<CAPTION>

MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1997 and 1996

                                                         March 31,         March 31,

                                                           1997              1996
                                                         ________          ________
<S>                                                      <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                               $381,422          $288,247
Adjustments to reconcile net income  
  to net cash provided by operating activities:
    Depreciation and amortization                         197,155           147,054
    Provision for loan losses                             153,268           120,000
    Provision for deferred taxes                           40,116           (63,623)
    Premium amortization, net                              13,795            40,343
    Write-down of other real estate owned                  33,718                 -
    Change in accrued interest receivable                 (62,827)         (187,436)
    Change in accrued interest payable                     42,854            21,129
    Change in other liabilities                            56,024           182,207
    Change in other assets                                 30,493          (507,479)
                                                       __________        __________
NET CASH PROVIDED BY OPERATING ACTIVITIES                 886,018            40,442
                                                       __________        __________

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net decrease (increase) in interest-bearing 
    deposits in banks                                     400,056           (81,891)
  Proceeds from maturities and calls of securities 
    available-for-sale                                    682,993           658,812
  Purchases of securities held-to-maturity             (3,971,005)       (1,678,819)
  Purchases of securities available-for-sale           (5,971,710)      (11,332,346)
  Loan originations, net of repayments                 (5,858,312)       (1,632,806)
  Purchases of premises and equipment                    (496,520)         (167,984)
  Proceeds from sales of fixed assets                           -             9,000
                                                       __________        __________
NET CASH USED IN INVESTING ACTIVITIES                 (15,214,498)      (14,226,034)
                                                       __________        __________

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                             18,330,233         7,897,978
  Net increase (decrease) in repurchase agreements        246,175          (109,259)
  Issuance of notes payable                               235,000                 -
  Repayments of notes payable                             (33,410)          (40,320)
  Proceeds from issuance of common stock                  158,400            40,488
  Payment of dividends                                   (121,914)          (58,074)
  Payment of fractional shares resulting from conversion
     preferred stock                                          (47)                -
  Proceeds from exercise of stock options                       -            29,565
                                                       __________        __________

NET CASH PROVIDED BY FINANCING ACTIVITIES              18,814,437         7,760,378
                                                       __________        __________

NET (INCREASE) DECREASE IN CASH & CASH EQUIVALENTS      4,485,957        (6,425,214)

CASH & CASH EQUIVALENTS AT BEGINNING OF YEAR           25,414,562        26,098,209
                                                       __________        __________

CASH & CASH EQUIVALENTS AT END OF QUARTER             $29,900,519       $19,672,995
                                                       ==========        ==========

</TABLE>

                                       7

<PAGE>


MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
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 subsidiaries
       as of March 31, 1997 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 
       1996 annual report and Form 10-KSB.

       The results of operations for the three month period ended March 31, 
       1997 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:

                                            Three Months Ended
                                                 March 31,
           (in thousands)                   1997          1996
                                          ______        ______
       Balance at beginning of year       $1,087        $1,052
         Provision for loan losses           153           120
         Recoveries                           62            43
         Loans charged off                  (176)         (168)
                                          ______        ______
       Balance at end of quarter          $1,126        $1,047
                                          ======        ======
3.  In March 1997, the Financial Accounting Standards Board issued Statement 
    of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share."
    This new standard requires dual presentation of basic and diluted 
    earnings per share (EPS) on the face of the earnings statement and 
    requires a reconciliation of the numerators and denominators of the 
    basic and diluted EPS calculations.  This statement will be effective
    for MidSouth's 1997 fiscal year.  Management is currently analyzing the
    impact of SFAS No. 128 on its earnings per share calculations.



                                       8

<PAGE>

                         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
          1996 annual consolidated financial statements, the notes  thereto
          and the related Management's Discussion and Analysis.

          MidSouth reported net income of $381,422 for the first quarter of
          1997, an increase of 32% over net income of $288,247 reported for
          the   first   quarter   of  1996.   Income  available  to  common
          shareholders totaled $341,615  for  the  first  quarter  of 1997,
          compared  to  $248,527  for  the  first quarter of 1996.  Primary
          earnings per share were $.25 and $.19  for  the  quarters  ending
          March  31,  1997  and 1996, respectively.  Fully diluted earnings
          per share were $.23  for  the  first quarter of 1997, compared to
          $.18 for the first quarter of 1996.

          Quarterly  balance  sheet comparison  reflects  strong  loan  and
          deposit  growth as MidSouth  continues  to  develop  each  branch
          market and focus on internal growth.  Loans, net of Allowance for
          Loan and Lease Losses ("ALLL"), increased 25%, from $79.3 million
          in the first  quarter  of  1996  to  $99.3  million  in the first
          quarter  of  1997.   Deposits  grew  $43.0 million, or 29%,  from
          $146.9 million at March 31, 1996 to $189.9  million  at March 31,
          1997.   Of  the  $43.0 million increase, $7.3 million represented
          non-interest bearing  deposits.  As a  result of loan and deposit
          growth, net interest income  increased 19% from the first quarter
          of  1996  to  the  first quarter of  1997.   Non-interest  income
          increased $154,924 during  the  same  period, primarily due to an
          increase  in  insufficient  funds  fees and  service  charges  on
          deposit  accounts.  Additional increases  were  recorded  in  ATM
          fees, Visa  debit  card fees, and lease income from a third-party
          agreement with an investment advisory firm.

          The improvement in net  interest  income  and non-interest income
          was  partially  offset by a 23% increase in non-interest  expense
          resulting  primarily   from   start-up   and   operational  costs
          associated with a new Super 1 Foods in-store branch in Lafayette,
          two  loan  production offices and the finance company,  Financial
          Services of the South, Inc. (the  "Finance Company").  Offsetting
          revenues for the loan production offices  are expected to improve
          as a significant volume of loans are expected  to  be  funded for
          both  offices  during the second quarter of 1997.  It is expected
          that the Finance  Company  operation  will  have little effect on
          second quarter earnings and should contribute  to earnings in the
          third quarter of 1997.

          Provisions  for  loan  and  lease  losses increased $33,268  from
          $120,000  in  the first quarter 1996 to  $153,268  in  the  first
          quarter 1997, primarily  due to loan growth.  Nonperforming loans
          as a percentage of total loans  increased  slightly  from .46% in
          March  of  1996  to  .62%  in March of 1997.  The ALLL represents
          181.24% of nonperforming loans as of March 31, 1997.


                                       9

<PAGE>


          Return on average common equity for the first quarter of 1997 was
          15.09%  and return on average  assets  was  .79%.   The  leverage
          capital ratio was 5.95% at the current quarter-end.

          Earnings Analysis

          Net Interest Income

          Net interest  income  totaled $2,237,962 for the first quarter of
          1997, an increase of $356,898,  or  19%,  compared  to  the first
          quarter of 1996.  The increase results from a significant  volume
          increase  in  earning  assets  between the two quarters reviewed.
          Average earning assets totaled $173,353,447  at  March  31,  1997
          compared to $139,500,730 at March 31, 1996.  This volume increase
          in  earning  assets offset a 5 basis point decline in the average
          yield on earning  assets  in  addition  to a $28.2 million volume
          increase  and  6  basis  point  rate  increase   associated  with
          interest-bearing liabilities.

          Despite increased net interest earnings, the net interest  margin
          decreased 17 basis points, from 5.41% for the quarter ended March
          31,  1996 to 5.24% for the current quarter-end.  The decrease  in
          the net interest margin resulted primarily from a slight shift in
          the mix  of  earning assets combined with a change in the deposit
          mix.  For the  first  quarter  of  1996, loans represented 57% of
          average earning assets.  As of March  31, 1997, the percentage of
          loans to average earning assets fell to  56%.   The  average rate
          earned  on  loans  increased 4 basis points, from 10.29%  in  the
          first quarter of 1996  to  10.33%  in  the first quarter of 1997.
          For  the  same  period,  the average rate earned  on  securities,
          including federal funds sold,  decreased  5  basis  points,  from
          5.83% to 5.78%.

          The  change  in  the  deposit  mix  reflects  a  higher volume of
          interest-bearing  deposits  to  total deposits.  Interest-bearing
          deposits  averaged 74.4% of total  deposits  at  March  31,  1997
          compared to 73% at March 31, 1996.  A significant increase in the
          average volume  of NOW and Money Market deposits of $19.8 million
          in the same period  reflects  the  impact  of public funds on the
          deposit portfolio.  The average rate paid on NOW and Money Market
          deposits  increased  31  basis points, from 2.65%  in  the  first
          quarter of 1996 to 2.96% in the first quarter of 1997.  Decreases
          in the average rate paid on  certificates  of deposit, repurchase
          agreements and notes payable for the same period  resulted  in  a
          net  increase  in  the  average rate paid on all interest-bearing
          liabilities of 6 basis points,  from  3.92%  in  1996 to 3.98% in
          1997.

          Non-interest Income

          MidSouth's primary source of non-interest income, service charges
          on deposit accounts, increased $115,018 for the first  quarter of
          1997  as  compared  to  the  first  quarter of 1996. The increase
          resulted  primarily  from increases of  $77,010  in  insufficient
          funds fees and $37,600  in service charges and ATM fees earned on
          deposit accounts.  Other non-interest income increased

                                       10

<PAGE>



          $39,906 in quarterly comparison  primarily due to $21,300 in fees
          earned through the Finance Company,  combined  with  increases of
          $4,818 in Visa debit card fees and $8,613 in lease income  from a
          third-party agreement with an investment advisory firm.

          Non-interest Expense

          Non-interest  expense  increased 22.6% for the three months ended
          March 31, 1997 as compared  to  the  three months ended March 31,
          1996.   The  increase  resulted  primarily   from  start  up  and
          operational costs associated with the Super 1  Foods  - Lafayette
          branch,  two  loan  production  offices  and the Finance Company.
          Significant  increases  are  reflected in salaries  and  employee
          benefits,  occupancy,  printing   and   supplies,  and  marketing
          expenses.  Additionally, an increase of $36,699  was  recorded in
          Expenses  on  Other  Real  Estate  Owned  ("OREO") which included
          $25,218 in losses on valuation of OREO and  $8,500  in provisions
          for OREO losses.

          Salaries  and  employee benefits increased $165,501 in  quarterly
          comparison  due to  an  increase  in  the  number  of  full  time
          equivalent  ("FTE")   employees  from  116  to  132.   Additional
          employees were hired during  1996  to  staff  the Super 1 Foods -
          Lafayette  branch,  the loan production offices and  the  Finance
          Company.

          Occupancy expenses increased  $112,088  in the three month period
          ending March 31, 1997 as compared to the  same  period  of  1996.
          MidSouth's  additional banking locations contributed $105,200  to
          the increase  and the Finance Company's two locations contributed
          $16,888.

          Marketing  and  promotional   expenses   increased  in  quarterly
          comparisons   due   to  expenses  related  to  production   costs
          associated with a market  awareness  promotion and other loan and
          deposit promotions.

          MidSouth recorded $4,412 in FDIC assessment  fees  for  the three
          months  ended  March 31, 1997 due to assessments required by  the
          Deposit Act of 1996.   In  September  of  1996 the Deposit Act of
          1996 was enacted to assure payment of the Financing Corporation's
          ("FICO")  bond  obligations.   In  1996,  prior   to   the   FICO
          requirement,  MidSouth  was  required  to  remit  minimal fees of
          $500.00  per quarter based on its risk classification  of   "well
          capitalized".

          Balance Sheet Analysis

          MidSouth ended the first quarter of 1997 with consolidated assets
          of $204,130,715,  an  increase  of  10.2%  over  the $185,228,252
          reported for December 31, 1996.   Deposits increased  during  the
          first  quarter  of  1997 by $18.3 million, funding a $5.6 million
          growth in the loan portfolio  and  a  $8.9  million growth in the
          securities portfolio.  Of the $18.3 million increase in deposits,
          approximately  $8.5  million is associated with  a  public  funds
          contract expiring July  31,  1997.   The  remaining  $9.8 million
          increase in deposits represents additional commercial  demand and
          money market deposits and certificates of deposit.

                                       11

<PAGE>

          MidSouth's two loan production offices opened in 1996 contributed
          greatly  to  loan  growth  in  the  first  quarter of 1997.  Loan
          fundings  in the first quarter of 1997 for the  Morgan  City  and
          Lake Charles  loan  production  offices  totaled $1.2 million and
          $2.2  million, respectively.  These fundings  contributed  to  an
          increase in the commercial and real estate loan portfolios, while
          the consumer portfolio reflected little change.  In addition, the
          direct  leasing  program introduced in 1996 recorded increases of
          $487,114 for the quarter ending March 31, 1997.

          Securities available-for-sale  increased $5.0 million, from $47.2
          million at December 31, 1996 to  $52.2 million at March 31, 1997.
          The increase reflects purchases of $6.0 million in U. S. Treasury
          securities  partially offset by a decrease  of  $324,348  in  the
          market value of the securities available-for-sale.  Additionally,
          $682,993 in principal  paydowns  were received on mortgage-backed
          securities during the first quarter  of  1997.  Unrealized losses
          in the securities available-for-sale portfolio, net of unrealized
          gains and tax effect, were $329,755 at March  31,  1997, compared
          to a net unrealized gain of $114,530 at December 31, 1996.  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 $4.0  million
          were  purchased for the  held-to-maturity  portfolio  during  the
          first quarter of 1997.

          Capital Ratios

          As of March  31,  1997,  MidSouth's  leverage  ratio was 5.95% as
          compared to 6.30% at December 31, 1996.  Tier 1  capital to risk-
          weighted  assets  was  10.42%  and total capital to risk-weighted
          assets was 11.45% at the end of  the  first  quarter of 1997.  At
          year-end 1996, Tier 1 capital to risk-weighted  assets was 10.82%
          and total capital to risk-weighted assets was 11.87%.

          Nonperforming Assets and Past Due Loans

          Table   1   summarizes   MidSouth's  nonaccrual,  past  due   and
          restructured loans and nonperforming assets.

          Nonperforming assets were  $768,023  as  of  March  31,  1997, an
          increase  of $53,883 from the $714,140 reported for December  31,
          1996 and an  increase  of $208,919 from the $559,104 reported for
          March 31, 1996.   No significant  changes  occurred  in the first
          quarter of 1997.  The increase of $208, 919 in comparison  to the
          first   quarter  of  1996  resulted  from  the  addition  of  one
          commercial  credit in September of 1996.  The credit represents a
          pool  of  automobile   loans   for  which  the  initial  servicer
          discontinued processing payments  on  the  pool.  Subsequently, a
          new service provider continued payments on the  pool and MidSouth
          has experienced no loss in payments to date.

          Loans past due 90 days or more decreased from $366,246  in  March
          1996 to $338,294 in December 1996 and to $239,767 as of March 31,
          1997.


                                       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 $1,126,358 in the reserve as
          of March 31, 1997  is  sufficient  to  cover  potential losses in
          nonperforming assets and in the loan portfolio.  Loans classified
          for  regulatory  purposes  but  not included in Table  1  do  not
          represent material credits about  which  management  has  serious
          doubts  as  to  the  ability  of the borrower to comply with loan
          repayment terms.


                                       13

<PAGE>
<TABLE>
<CAPTION>

                                 TABLE 1
                        Nonperforming Assets and 
                         Loans Past Due 90 Days 




                             March 31,    December 31,   March 31,
                               1997          1996          1996


<S>                         <C>           <C>           <C>  
Nonperforming loans
   Nonaccrual loans           $620,618      $523,020      $367,636
   Restructured loans              853           835           943
                               _______       _______       _______
Total nonperforming loans      621,471       523,855       368,579

Other real estate owned, net   146,552       180,270       183,608
Other assets repossessed             -        10,015         6,917
                               _______       _______       _______

Total nonperforming assets    $768,023      $714,140      $559,104
                               =======       =======       =======

Loans past due 90 days
or more and still accruing    $239,767      $338,294      $366,246

Nonperforming loans as a
% of total loans                 0.62%         0.55%         0.46%

Nonperforming assets as a
% of total loans, other real 
estate owned and other assets
repossessed                      0.76%         0.75%         0.69%

ALLL as a % of nonperforming    
  loans                        181.24%       207.65%       283.98%
====================================================================

</TABLE>

                                       
<PAGE>




<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

          10.7           Loan Agreements and Master Notes for lines of
                         credit established for MidSouth Bancorp, Inc. 
                         and Financial Services of the South, Inc. by
                         Whitney National Bank are included as Exhibit 10.7
                         to the Company's annual report on Form 10-KSB for 
                         the year ended December 31, 1996, 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 14, 1997

                                        ___________________________
                                        C. R. Cloutier, President & CEO


                                        ______________________________
                                        Karen L. Hail, Executive Vice
                                        President & CFO


                                        __________________________________
                                        Teri S. Stelly, Vice President &
                                        Controller



<PAGE>
<TABLE>
<CAPTION>

MIDSOUTH BANCORP, INC. AND SUBSIDIARY                                 EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE  (Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 AND
  FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1996

                                    First Quarter    First Quarter    Year-to-Date
                                     March 31,        March 31,       December 31,
PRIMARY                                 1997             1996             1996
                                    _____________    _____________    ____________
<S>                                   <C>              <C>            <C>
Earnings:
    Income applicable to common 
      stock                            $341,615         $248,527       $1,081,077

Shares:
    Weighted average number of 
      common shares outstanding       1,369,235        1,304,115        1,325,556    
                                                                                 
Earnings per common share:                                                       
    Income applicable to common 
      stock                               $0.25            $0.19            $0.82  

Weighted average number of 
    common shares outstanding         1,369,235        1,304,115        1,325,556

    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                            -           15,062                -


    Weighted average number of 
      common shares outstanding, 
      as adjusted                     1,369,235        1,319,177        1,325,556


Primary earnings per common share         $0.25            $0.19            $0.82


FULLY DILUTED

Earnings:
    Net income                         $381,422         $288,247       $1,236,498

Weighted average number of 
    common shares outstanding         1,369,235        1,304,115        1,325,556

    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                     -           15,062                -

    Assuming conversion of 
      preferred stock at a 
      conversion rate of 1 to 
      1.776 shares                      304,861          322,799          305,393

    Weighted average number of 
      common shares outstanding, 
      as adjusted                     1,674,096        1,641,976        1,630,949


Fully diluted earnings per common 
  share                                   $0.23            $0.18            $0.76


</TABLE>


<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1997
<CASH>                                      13,700,000
<INT-BEARING-DEPOSITS>                           7,000
<FED-FUNDS-SOLD>                            16,200,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 52,200,000
<INVESTMENTS-CARRYING>                      13,518,000
<INVESTMENTS-MARKET>                        13,399,000
<LOANS>                                    100,453,000
<ALLOWANCE>                                  1,126,000
<TOTAL-ASSETS>                             204,131,000
<DEPOSITS>                                 189,947,000
<SHORT-TERM>                                   350,000
<LIABILITIES-OTHER>                            667,000
<LONG-TERM>                                  1,723,000
<COMMON>                                     8,998,000
                                0
                                  2,446,000
<OTHER-SE>                                           0
<TOTAL-LIABILITIES-AND-EQUITY>             204,131,000
<INTEREST-LOAN>                              2,460,000
<INTEREST-INVEST>                              891,000
<INTEREST-OTHER>                               203,000
<INTEREST-TOTAL>                             3,554,000
<INTEREST-DEPOSIT>                           1,284,000
<INTEREST-EXPENSE>                           1,316,000
<INTEREST-INCOME-NET>                        2,238,000
<LOAN-LOSSES>                                  153,000
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                              2,183,000
<INCOME-PRETAX>                                498,000
<INCOME-PRE-EXTRAORDINARY>                     498,000
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   381,000
<EPS-PRIMARY>                                      .25
<EPS-DILUTED>                                      .23
<YIELD-ACTUAL>                                    5.24
<LOANS-NON>                                    620,000
<LOANS-PAST>                                   240,000
<LOANS-TROUBLED>                                     1
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                             1,087,000
<CHARGE-OFFS>                                  176,000
<RECOVERIES>                                    68,000
<ALLOWANCE-CLOSE>                            1,126,000
<ALLOWANCE-DOMESTIC>                           130,000
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                        996,000
        

</TABLE>


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