UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
MIDSOUTH BANCORP, INC.
(Name of Issuer)
Common Stock Par Value $.10 Per Share
(Title of Class of Securities)
598039 10 5
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 2 of 18
__________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
JAMES R. DAVIS, JR.
__________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *(a) [X]
(b) [ ]
__________________________________________________________________
(3) SEC USE ONLY
__________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATIONU. S.
__________________________________________________________________
: (5) SOLE VOTING POWER
: 2,556
NUMBER OF : _________________________________
SHARES : (6) SHARED VOTING POWER
BENEFICIALLY : 111,392 (1)
OWNED BY : _________________________________
EACH : (7) SOLE DISPOSITIVE POWER
REPORTING : 2,556
PERSON : _________________________________
WITH : (8) SHARED DISPOSITIVE POWER
: 111,392 (1)
__________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED EACH REPORTING
PERSON 113,948 (1)
__________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
__________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.3% (1)
__________________________________________________________________
(12) TYPE OF REPORTING PERSON *IN
__________________________________________________________________
* SEE INSTRUCTION BEFORE FILING OUT!
(1)`Includes 95,942 shares of MidSouth Bancorp, Inc.. common stock
held by the MidSouth Bancorp, Inc. Directors' Deferred Compensation
Trust, of which 9,965 shares are allocated to Mr. Davis' account.
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 3 of 18
__________________________________________________________________
Item 1. (Name of Issuer and Address of Issuer's Principal
Executive Offices)
(a) MidSouth Bancorp, Inc.
(b) 102 Versailles Blvd., Lafayette, LA 70501
Item 2. (Filing Person's Name, Principal Business Office and
Citizenship)
(a) James R. Davis, Jr. (1)
(b) 8972 Tallyho
Baton Rouge, LA 70806
(c) U.S.
(Title of Class of Securities and CUSIP Number)
(d) Common Stock, $0.10 par value per share
(e) 589039 10 5
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), filer is:
a: N/A
Item 4. Ownership
(a) 113,948 (amount beneficially owned as of December 31, 1996;
includes 95,942 shares held by the MidSouth Bancorp, Inc.
directors' Deferred Compensation Trust.) (1)
(b) 8.3% (percent of class)
(c) (i) Sole Voting Power 2,556
(ii) Shared Voting Power 111,392
(iii) Sole Dispositive Power 2,556
(iv) Shared Dispositive Power 111,392
Item 5. Ownership of Five Percent or Less of Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the parent
Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
See Exhibit 1. (1)
Item 9. Notice of Dissolution of Group
N/A
Item 10.Certification
N/A
_____________________________
(1) Mr. Davis is a director of the issuer and may be deemed to share
beneficial ownership of all of the issuer's common stock held in
The MidSouth Bancorp, Inc. Directors' Deferred Compensation Trust
(the "Trust"). The Trust allows directors of the issuer and its
subsidiary national bank to elect to defer fees payable to him or
her for services as a director. Deferred fees are used to purchase
the issuer's common stock. Distribution of shares of common
stock will occur 60 days after the later of (a) the date on which
the director ceases to be a member of the board of directors of
the issuer or its national bank subsidiary and (b) the date on
which the director attains age 65, and may be made earlier to the
director's beneficiary in the event of the director's death.
The issuer's common stock held by the Trust is beneficially owned
by the Plan Administrator, which has sole voting and investment
power. Because the Plan Administrator is the Executive Committee of
the Board of Directors of the issuer, all directors of the issuer
could be deemed to share voting and investment power with respect
to all of the issuer's common stock held in the Trust. As of
December 31, 1996, the Trust held 95,942 shares, or 7.0% of the
issuer's outstanding common stock, and 9,965 of such shares were
allocated to Mr. Davis' account.
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 4 of 18
__________________________________________________________________
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: February 13, 1997
___________________________
Signature
James R. Davis, Jr., Director
MidSouth Bancorp, Inc.
Name/Title
c:\sally\wp\inv-rela\13-gdcom.wpd
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 5 of 18
__________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
KAREN L. HAIL
__________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *(a) [X]
(b) [ ]
__________________________________________________________________
(3) SEC USE ONLY
__________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATIONU. S.
__________________________________________________________________
: (5) SOLE VOTING POWER
: 3,553
NUMBER OF : _________________________________
SHARES : (6) SHARED VOTING POWER
BENEFICIALLY : 106,159 (1)
OWNED BY : _________________________________
EACH : (7) SOLE DISPOSITIVE POWER
REPORTING : 3,553
PERSON : _________________________________
WITH : (8) SHARED DISPOSITIVE POWER
: 106,159 (1)
__________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED EACH REPORTING
PERSON 109,712 (1)
__________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
__________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.0% (1)
__________________________________________________________________
(12) TYPE OF REPORTING PERSON * IN
__________________________________________________________________
* SEE INSTRUCTION BEFORE FILING OUT!
(1)`Includes 95,942 shares of MidSouth Bancorp, Inc.. common stock
held by the MidSouth Bancorp, Inc. Directors' Deferred
Compensation Trust, of which 9,836 shares are allocated to
Ms. Hail's account.
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 6 of 18
__________________________________________________________________
Item 1. (Name of Issuer and Address of Issuer's Principal Executive
Offices)
(a) MidSouth Bancorp, Inc.
(b) 102 Versailles Blvd., Lafayette, LA 70501
Item 2. (Filing Person's Name, Principal Business Office and
Citizenship)
(a) Karen L. Hail (1)
(b) P. O. Box 3745
Lafayette, LA 70502
(c) U.S.
(Title of Class of Securities and CUSIP Number)
(d) Common Stock, $0.10 par value per share
(e) 589039 10 5
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), filer is:
a: N/A
Item 4. Ownership
(a) 109,712 (amount beneficially owned as of December 31,
1996; includes 95,942 shares held by the MidSouth
Bancorp, Inc. directors' Deferred Compensation
Trust.) (1)
(b) 8.0% (percent of class)
(c) (i) Sole Voting Power 3,553
(ii) Shared Voting Power 106,159
(iii) Sole Dispositive Power 3,553
(iv) Shared Dispositive Power 106,159
Item 5. Ownership of Five Percent or Less of Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the parent
Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
See Exhibit 1. (1)
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
_____________________________
(1) Ms. Hail is a director of the issuer and may be deemed to share
beneficial ownership of all of the issuer's common stock held in The
MidSouth Bancorp, Inc. Directors' Deferred Compensation Trust (the
"Trust"). The Trust allows directors of the issuer and its
subsidiary national bank to elect to defer fees payable to him or
her for services as a director. Deferred fees are used to purchase
the issuer's common stock. Distribution of shares of common stock
will occur 60 days after the later of (a) the date on which
the director ceases to be a member of the board of directors of the
issuer or its national bank subsidiary and (b) the date on which
the director attains age 65, and may be made earlier to the
director's beneficiary in the event of the director's death. The
issuer's common stock held by the Trust is beneficially owned by
the Plan Administrator, which has sole voting and investment power.
Because the Plan Administrator is the Executive Committee of the
Board of Directors of the issuer, all directors of the issuer could
be deemed to share voting and investment power with respect to all
of the issuer's common stock held in the Trust. As of December 31,
1996, the Trust held 95,942 shares, or 7.0% of the issuer's
outstanding common stock, and 9,836 of such shares were allocated to
Ms. Hail's account.
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 7 of 18
__________________________________________________________________
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: February 13, 2997
_____________________________
Signature
Karen L. Hail/Director,
Chief Financial Officer and
Secretary
MidSouth Bancorp, Inc.
Name/Title
c:\sally\wp\inv-rela\13-gdcom.wpd
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 8 of 18
__________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
CLAYTON PAUL HILLIARD
__________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *(a) [X]
(b) *
__________________________________________________________________
(3) SEC USE ONLY
__________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATIONU. S.
__________________________________________________________________
: (5) SOLE VOTING POWER
: 56,589
NUMBER OF : _________________________________
SHARES : (6) SHARED VOTING POWER
BENEFICIALLY : 96,497 (1)
OWNED BY : _________________________________
EACH : (7) SOLE DISPOSITIVE POWER
REPORTING : 56,589
PERSON : _________________________________
WITH : (8) SHARED DISPOSITIVE POWER
: 96,497 (1)
__________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED EACH REPORTING
PERSON 153,086 (1)
__________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
__________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.22% (1)
__________________________________________________________________
(12) TYPE OF REPORTING PERSON *IN
__________________________________________________________________
* SEE INSTRUCTION BEFORE FILING OUT!
(1)`Includes 95,942 shares of MidSouth Bancorp, Inc.. common stock
held by the MidSouth Bancorp, Inc. Directors' Deferred Compensation
Trust, of which 5,734 shares are allocated to Mr. Hilliard's
account.
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 9 of 18
__________________________________________________________________
Item 1. (Name of Issuer and Address of Issuer's Principal
Executive Offices)
(a) MidSouth Bancorp, Inc.
(b) 102 Versailles Blvd., Lafayette, LA 70501
Item 2. (Filing Person's Name, Principal Business Office and
Citizenship)
(a) Clayton Paul Hilliard (1)
(b) P. O. Box 52745
Lafayette, LA 70505
(c) U.S.
(Title of Class of Securities and CUSIP Number)
(d) Common Stock, $0.10 par value per share
(e) 589039 10 5
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), filer is:
a: N/A
Item 4. Ownership
(a) 153,086 (amount beneficially owned as of December 31,
1996; includes 95,942 shares held by the MidSouth
Bancorp, Inc. directors' Deferred Compensation
Trust.) (1)
(b) 11.22% (percent of class)
(c) (i) Sole Voting Power 56,589
(ii) Shared Voting Power 96,497
(iii) Sole Dispositive Power 56,589
(iv) Shared Dispositive Power 96,497
Item 5. Ownership of Five Percent or Less of Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
See Exhibit 1. (1)
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
_____________________________
(1) Mr. Hilliard is a director of the issuer and may be deemed to
share beneficial ownership of all of the issuer's common stock
held in The MidSouth Bancorp, Inc. Directors' Deferred
Compensation Trust (the "Trust"). The Trust allows directors of
the issuer and its subsidiary national bank to elect to defer fees
payable to him or her for services as a director. Deferred
fees are used to purchase the issuer's common stock. Distribution
of shares of common stock will occur 60 days after the later of (a)
the date on which the director ceases to be a member of the board
of directors of the issuer or its national bank subsidiary and (b)
the date on which the director attains age 65, and may be made
earlier to the director's beneficiary in the event of the director's
death. The issuer's common stock held by the Trust is beneficially
owned by the Plan Administrator, which has sole voting and investment
power. Because the Plan Administrator is the Executive Committee of
the Board of Directors of the issuer, all directors of the issuer
could be deemed to share voting and investment power with respect to
all of the issuer's common stock held in the Trust. As of December
31, 1996, the Trust held 95,942 shares, or 7.0% of the issuer's
outstanding common stock, and 5,734 of such shares were allocated to
Mr. Hilliard's account.
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 10 of 18
__________________________________________________________________
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: February 13, 1997
____________________________
Signature
Clayton Paul Hilliard, Director
MidSouth Bancorp, Inc.
Name/Title
c:\sally\wp\inv-rela\13-gdcom.wpd
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 11 of 18
__________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
MILTON B. KIDD, III, O.D.
__________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *(a) [X]
(b) [ ]
__________________________________________________________________
(3) SEC USE ONLY
__________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATIONU. S.
__________________________________________________________________
: (5) SOLE VOTING POWER
: 59,636
NUMBER OF : _________________________________
SHARES : (6) SHARED VOTING POWER
BENEFICIALLY : 95,942 (1)
OWNED BY : _________________________________
EACH : (7) SOLE DISPOSITIVE POWER
REPORTING : 34,920
PERSON : _________________________________
WITH : (8) SHARED DISPOSITIVE POWER
: 95,942 (1)
__________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED EACH REPORTING
PERSON 130,862 (1)
__________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
__________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.6% (1)
__________________________________________________________________
(12) TYPE OF REPORTING PERSON *IN
__________________________________________________________________
* SEE INSTRUCTION BEFORE FILING OUT!
(1)`Includes 95,942 shares of MidSouth Bancorp, Inc.. common stock
held by the MidSouth Bancorp, Inc. Directors' Deferred
Compensation Trust, of which 2,838 shares are allocated to
Dr. Kidd's account.
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 12 of 18
__________________________________________________________________
Item 1. (Name of Issuer and Address of Issuer's Principal Executive
Offices)
(a) MidSouth Bancorp, Inc.
(b) 102 Versailles Blvd., Lafayette, LA 70501
Item 2. (Filing Person's Name, Principal Business Office and
Citizenship)
(a) Milton B. Kidd, Jr., O.D. (1)
(b) 1500 Northwest Boulevard
P. O. Box 1071
Franklin, LA 70538
(c) U.S.
(Title of Class of Securities and CUSIP Number)
(d) Common Stock, $0.10 par value per share
(e) 589039 10 5
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), filer is:
a: N/A
Item 4. Ownership
(a) 130,862 (amount beneficially owned as of December 31,
1996; includes 95.942 shares held by the MidSouth
Bancorp, Inc. directors' Deferred Compensation
Trust.) (1)
(b) 9.6% (percent of class)
(c) (i) Sole Voting Power 59,636
(ii) Shared Voting Power 95,942
(iii) Sole Dispositive Power 34,920
(iv) Shared Dispositive Power 95,942
Item 5. Ownership of Five Percent or Less of Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the parent
Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
See Exhibit 1. (1)
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
_____________________________
(1) Dr. Kidd is a director of the issuer and may be deemed to
share beneficial ownership of all of the issuer's common stock held
in The MidSouth Bancorp, Inc. Directors' Deferred Compensation
Trust (the "Trust"). The Trust allows directors of the issuer and
its subsidiary national bank to elect to defer fees payable to him
or her for services as a director. Deferred fees are used to
purchase the issuer's common stock. Distribution of shares of
common stock will occur 60 days after the later of (a) the
date on which the director ceases to be a member of the board of
directors of the issuer or its national bank subsidiary and (b)
the date on which the director attains age 65, and may be made
earlier to the director's beneficiary in the event of the
director's death. The issuer's common stock held by the Trust is
beneficially owned by the Plan Administrator, which has sole voting
and investment power. Because the Plan Administrator is the
Executive Committee of the Board of Directors of the issuer, all
directors of the issuer could be deemed to share voting and
investment power with respect to all of the issuer's common stock
held in the Trust. As of December 31, 1996, the Trust held 95,942
shares, or 7.0% of the issuer's outstanding common stock, and
2,838 of such shares were allocated to Dr. Kidd's account.
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 13 of 18
__________________________________________________________________
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: February 13, 1997
_____________________________
Signature
Milton B. Kidd, Jr., O.D. Director
MidSouth Bancorp, Inc.
Name/Title
c:\sally\wp\inv-rela\13-gdcom.wpd
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 14 of 18
__________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
WILLIAM M. SIMMONS
__________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *(a) [X]
(b) [ ]
__________________________________________________________________
(3) SEC USE ONLY
__________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATIONU. S.
__________________________________________________________________
: (5) SOLE VOTING POWER
: 34,068
NUMBER OF : _________________________________
SHARES : (6) SHARED VOTING POWER
BENEFICIALLY : 95,942 (1)
OWNED BY : _________________________________
EACH : (7) SOLE DISPOSITIVE POWER
REPORTING : 34,068
PERSON : _________________________________
WITH : (8) SHARED DISPOSITIVE POWER
: 95,942 (1)
__________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED EACH REPORTING
PERSON 130,010 (1)
__________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
__________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.5% (1)
__________________________________________________________________
(12) TYPE OF REPORTING PERSON *IN
__________________________________________________________________
* SEE INSTRUCTION BEFORE FILING OUT!
(1)`Includes 95,942 shares of MidSouth Bancorp, Inc.. common stock
held by the MidSouth Bancorp, Inc. Directors' Deferred Compensation
Trust, of which 12,988 shares are allocated to Mr. Simmons' account.
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 15 of 18
__________________________________________________________________
Item 1. (Name of Issuer and Address of Issuer's Principal Executive
Offices)
(a) MidSouth Bancorp, Inc.
(b) 102 Versailles Blvd., Lafayette, LA 70501
Item 2. (Filing Person's Name, Principal Business Office and
Citizenship)
(a) William M. Simmons (1)
(b) P. O. Box 111
Avery Island, LA 70513
(c) U.S.
(Title of Class of Securities and CUSIP Number)
(d) Common Stock, $0.10 par value per share
(e) 589039 10 5
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), filer is:
a: N/A
Item 4. Ownership
(a) 130,010 (amount beneficially owned as of December 31,
1996; includes 95,942 shares held by the MidSouth
Bancorp, Inc. directors' Deferred Compensation
Trust.) (1)
(b) 9.5% (percent of class)
(c) (i) Sole Voting Power 34,068
(ii) Shared Voting Power 95,942
(iii) Sole Dispositive Power 34,068
(iv) Shared Dispositive Power 95,942
Item 5. Ownership of Five Percent or Less of Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the parent
Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
See Exhibit 1. (1)
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
_____________________________
(1) Mr. Simmons is a director of the issuer and may be deemed to
share beneficial ownership of all of the issuer's common stock
held in The MidSouth Bancorp, Inc. Directors' Deferred
Compensation Trust (the "Trust"). The Trust allows directors
of the issuer and its subsidiary national bank to elect to defer
fees payable to him or her for services as a director. Deferred
fees are used to purchase the issuer's common stock. Distribution
of shares of common stock will occur 60 days after the later of (a)
the date on which the director ceases to be a member of the board
of directors of the issuer or its national bank subsidiary and (b)
the date on which the director attains age 65, and may be made
earlier to the director's beneficiary in the event of the director's
death. The issuer's common stock held by the Trust is beneficially
owned by the Plan Administrator, which has sole voting and
investment power. Because the Plan Administrator is the Executive
Committee of the Board of Directors of the issuer, all directors of
the issuer could be deemed to share voting and investment power with
respect to all of the issuer's common stock held in the Trust. As of
December 31, 1996, the Trust held 95,942 shares, or 7.0% of the
issuer's outstanding common stock, and 12,988 of such shares were
allocated to Mr. Simmons' account.
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 16 of 18
__________________________________________________________________
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: February 13, 1997
__________________________
Signature
William M. Simmons, Director
MidSouth Bancorp, Inc.
Name/Title
c:\sally\we\inv-rela\13-gdcom.wpd
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 17 of 18
__________________________________________________________________
EXHIBIT 1
Identity of Each Member of the Group
Will G. Charbonnet, Sr. (1)
C. R. Cloutier (2)
James R. Davis, Jr.
Karen L. Hail
J. B. Hargroder, M.D. (3)
Clayton Paul Hilliard
Milton B. Kidd, III., O.D.
William M. Simmons
__________________
(1) Beneficial ownership previously reported on Schedule 13D
filed April 29, 1993.
(2) Beneficial ownership previously reported on a Schedule 13D
filed April 19, 1993.
(3) Beneficial ownership previously reported on a Schedule 13D
filed April 29, 1993 and amended July 8, 1993, March 3, 1995
and June 1, 1995.
<PAGE>
__________________________________________________________________
CUSIP No. 598039 10 5 13G Page 18 of 18
__________________________________________________________________
EXHIBIT 2
Agreement to File Joint Schedule 13G
February 13, 1996
James R. Davis, Jr.
February 13, 1996
Karen L. Hail
February 13, 1996
Clayton Paul Hilliard
February 13, 1996
Milton B. Kidd, Jr., O.D.
February 13, 1996
William M. Simmons
