MINDEN BANCSHARES INC
10QSB, 1997-11-14
NATIONAL COMMERCIAL BANKS
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              U. S. SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549


                                          

                             FORM 10-QSB

(Mark One)

(X)  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY 
     PERIOD ENDED SEPTEMBER 30, 1997

( )  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE  
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM            
                    TO                     

     Commission file number 000-21658

                       MINDEN BANCSHARES, INC.
  (Exact name of small business issuer as specified in its charter)


Louisiana                                    72-0980704
(State or other jurisdiction of  (IRS Employer Identification No.)
Incorporation or organization)

   401 Main Street, Minden, Louisiana                    71055   
(Address of principal executive offices)               (Zip Code)

                           (318) 377-4283                   
                    (Issuer's telephone number)

     Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Exchange Act of 1934 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:

                  280,511 as of October 31, 1997

     Transitional Small Business Disclosure Format (Check one):
         Yes              No  X  
          

                         Page 1 of 25 Pages
                         Exhibit Index - 25


                             FORM 10-QSB


                                INDEX

PART I                                                    Page

Item 1.  Financial Statements - Minden Bancshares,
         Inc. and Subsidiary

               Consolidated Balance Sheets as of
               September 30, 1997 and December 31, 1996     4

               Consolidated Statements of Income for
               the Three Months and Nine Months 
               Ended September 30, 1997 and 1996            5
                                                       

               Consolidated Statements of Cash Flows 
               for the Nine Months ended September 30, 
               1997 and 1996                                6       
                                                                 
               Notes to Consolidated Financial            7-8
               Statements                                  

Item 2.  Management's Discussion and Analysis            9-24

PART II

Item 4.  Submission of Matters to a Vote 
         of Security Holders                               25

Item 6.  Exhibits and Reports on Form 8-K                  25
                                           
 
                     PART I - Financial Information


ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
      <S>                                                          <C>        <C> 
                               MINDEN BANCSHARES, INC. AND SUBSIDIARY
                                    CONSOLIDATED BALANCE SHEETS
                              SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
                                            (UNAUDITED)
                                                                   September     December
                              ASSETS                                 1997       1996
      -------------------------------------------(in thousands, except per share data)
      Cash and Cash Equivalents:
        Cash and Due From Banks (Interest Bearing Balances -        
          $5,511 and $2,244 Respectively)                           $14,972    $14,907
        Federal Funds Sold                                           11,500      8,500
                                                                   ---------  ---------
              Total                                                  26,472     23,407
                                                                   ---------  ---------
      Securities:
        Held to Maturity                                             15,293     14,784
        Available for Sale                                          101,924     90,447
                                                                   ---------  ---------
             Total                                                  117,217    105,231
                                                                   ---------  ---------

      Federal Reserve Bank and Federal Home Loan Bank Stock           1,389      1,205
      Loans, Less Allowance for Loan Losses of $3,561 and $3,306    133,648    112,040
      Accrued Interest Receivable                                     2,583      2,178
      Bank Premises and Equipment                                     3,654      3,093
      Real Estate Owned Other Than Bank Premises                        255        217
      Other Assets                                                    4,321      2,661
                                                                   ---------  ---------
      Total Assets                                                 $289,539   $250,032
                                                                   =========  =========

               LIABILITIES AND STOCKHOLDERS' EQUITY
      ------------------------------------------------------
      Liabilities:
      -----------
        Deposits:
           Demand                                                   $43,401    $38,197
           Savings and Interest-Bearing Demand                       79,469     78,440
           Time                                                     126,137     99,359
                                                                   ---------  ---------
             Total Deposits                                         249,007    215,996

        Securities Sold Under Repurchase Agreement                    7,106      5,418
        Accrued Interest Payable                                        978        860
        Other Liabilities                                             1,063        132
        Note Payable                                                     90         90
                                                                   ---------  ---------
             Total Liabilities                                      258,244    222,496
                                                                   ---------  ---------
      Stockholders' Equity:
      --------------------
        Common Stock, par value $2.50 per share; 500,000
           shares authorized; 309,816 shares issued;
           280,511 and 280,549 shares outstanding                       775        775
        Additional Paid-In Capital                                   11,205     11,205
        Undivided Profits                                            20,361     16,778
        Net Unrealized Gain (Loss) on Available for Sale Securities     254         75  
        Treasury Stock-At Cost                                       (1,300)    (1,297)
                                                                   ---------  ---------
             Total Stockholders' Equity                              31,295     27,536
                                                                   ---------  ---------
      Total Liabilities and Stockholders' Equity                   $289,539   $250,032
                                                                   =========  =========
      See accompanying notes.
</TABLE>
<TABLE>
    <S>                                                   <C>       <C>       <C>       <C>

                          MINDEN BANCSHARES, INC. AND SUBSIDIARY
                            CONSOLIDATED STATEMENTS OF INCOME
               THREE MONTHS & NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                        (UNAUDITED)
                                                            Three Months          Nine Months
                                                         Ended September 30   Ended September 30
                                                          ==================  ===================
                                                            1997      1996      1997      1996
                                                          --------  --------  --------  ---------
    Interest Income:                                       (in thousands, except per share data)
    ---------------
      Interest and Fees on Loans                           $3,265    $2,757    $9,084     $7,773
      Securities:
         Held to Maturity (non-taxable)                       189       186       562        555
         Available for Sale                                 1,481     1,248     4,081      3,506
      Federal Funds Sold                                      298       227       754        762
      Federal Reserve Stock and Other                          20        16        60         51
      Interest-Bearing Balances with Banks                     72        17       154         76
                                                          --------  --------  --------  ---------
           Total Interest Income                            5,325     4,451    14,695     12,723
                                                          --------  --------  --------  ---------
    Interest Expense:
    ----------------
      Savings and Interest-Bearing Demand Deposits            574       542     1,692      1,570
      Time Deposits                                         1,698     1,278     4,477      3,701
      Securities Sold Under Repurchase Agreement and Other     92        80       234        224
                                                          --------  --------  --------  ---------
           Total Interest Expense                           2,364     1,900     6,403      5,495
                                                          --------  --------  --------  ---------
           Net Interest Income                              2,961     2,551     8,292      7,228
      Provision for Loan Losses                                 0         0         0          0
                                                          --------  --------  --------  ---------
           Net Interest Income After
           Provision for Loan Losses                        2,961     2,551     8,292      7,228
                                                          --------  --------  --------  ---------
    Other Income:
    ------------
      Service Charges                                         429       407     1,218      1,154 
      Trust Department Fees                                     2         3         9         38
      Available for Sale Securities Gains                      81         0        81          0
      Insurance Commissions                                    81        79       240        219
      Mortgage Loan Origination and Related Fees               82         0       100          0
      Other Operating Income                                   74        67       219        205
                                                          --------  --------  --------  ---------
            Total Other Income                                749       556     1,867      1,616
                                                          --------  --------  --------  ---------
    Operating Expenses:
    ------------------
      Salaries and Employee Benefits                          813       696     2,277      2,088
      Occupancy Expense                                       194        99       391        387
      Furniture and Equipment Expense                          77        78       213        191                
      Goodwill Amortization                                    31         0        42          0
      Advalorem Tax Shareholder Assessments                    96        82       269        155
      Other Operating Expenses                                463       428     1,373      1,137
                                                          --------  --------  --------  ---------
           Total Operating Expense                          1,674     1,383     4,565      3,958
                                                          --------  --------  --------  ---------
    Income Before Income Taxes                              2,036     1,724     5,594      4,886
    Income Taxes                                              688       536     1,800      1,510
                                                          --------  --------  --------  ---------
    Net Income                                             $1,348    $1,188    $3,794     $3,376
                                                          ========  ========  ========  =========
    Earnings Per Share                                      $4.81     $4.23    $13.53     $12.03
                                                          ========  ========  ========  =========
    Dividends Declared Per Share                            $0.00     $0.00     $0.75      $0.65
                                                          ========  ========  ========  =========
    See accompanying notes.
</TABLE>
<TABLE>                                 
            <S>                                                           <C>        <C>                
                                 MINDEN BANCSHARES, INC. AND SUBSIDIARY
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                             NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                               (UNAUDITED)

                                                                          ====================
                                                                            1997       1996
                                                                          ---------  ---------
            Cash Flows from Operating Activities:        (in thousands, except per share data)
            ------------------------------------
              Net Income                                                    $3,794     $3,376
              Adjustments to Reconcile Net Income to Net Cash
                Provided by Operating Activities:
                 Depreciation and Amortization                                 317        253
                 (Gain) Loss on Investment Securities                          (81)         0
                 (Gain) Loss on Sale of ORE                                     (2)       (18)
                 (Increase) Decrease in Accrued Interest Receivable            (90)       (37)
                 Acquisition of Goodwill                                    (1,872)         0
                 (Increase) Decrease in Other Assets                            63        (51)
                 Increase (Decrease) in Accrued Interest Payable               118         51
                 Increase (Decrease) in Other Liabilities                      931        656
                                                                          ---------  ---------
                   Total Adjustments                                          (616)       854
                                                                          ---------  ---------
                   Net Cash Provided (Used) by Operating Activities          3,178      4,230

            Cash Flows from Investing Activities:
            ------------------------------------
              Proceeds from Sales and Maturities of Investment Securities   66,666     42,219
              Purchase of Investment Securities                            (78,243)   (49,027)
              Proceeds from Maturities of HTM Securities                       411        461
              Purchase of HTM Securities                                      (920)      (671)
              Proceeds from Sales of ORE                                         6        190
              Purchase of Property                                            (565)         0
              Purchase of Equipment                                           (164)       (78)
              Net (Increase) Decrease in Loans                             (21,830)   (14,439)
                                                                          ---------  ---------
                   Net Cash (Used) by Investing Activities                 (34,639)   (21,345)

            Cash Flows from Financing Activities:
            ------------------------------------
              Dividends Paid                                                  (211)      (182)
              Net Increase (Decrease) in Demand Deposits                     5,245      1,484
              Net Increase (Decrease) in Savings and Interest-Bearing
                Demand Deposits                                              1,029      3,814
              Net Increase (Decrease) in Time Deposits                      26,778      8,887
              Net Increase (Decrease) in Securities Sold Under
                Repurchase Agreements                                        1,688       (482)
              Purchase of Treasury Stock                                        (3)        (9)
                                                                          ---------  ---------
                   Net Cash Provided by Financing Activities                34,526     13,512
                                                                          ---------  ---------
            Net Increase (Decrease) in Cash and Cash Equivalents             3,065     (3,603)
            Cash and Cash Equivalents at Beginning of Period                23,407     32,621
                                                                          ---------  ---------
            Cash and Cash Equivalents at End of Period                     $26,472    $29,018
                                                                          =========  =========
            Cash Payments:  Interest                                        $6,285     $5,444
                                                                          =========  =========
                            Income Taxes                                    $1,702     $1,457
                                                                          =========  =========
            See accompanying notes.
</TABLE>

                MINDEN BANCSHARES, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements

                             (Unaudited)

                         September 30, 1997


                                  
1.  Basis of Presentation

     The unaudited interim consolidated financial statements of Minden 
Bancshares, Inc. and subsidiary are prepared in accordance with generally 
accepted accounting principles for interim financial information except as 
described below:

     On May 21, 1997, Minden Bank & Trust Company ("Minden Bank"), wholly 
owned subsidiary of Minden Bancshares, Inc. ("the Company"),acquired all of 
the outstanding shares of First Federal Savings Bank ("First Federal")in 
Shreveport, Louisiana, and merged it into itself.  First Federal's 
stockholders' equity was $3,539,000 on the date of acquisition and Minden Bank 
paid $5,411,000 resulting in $1,872,000 of goodwill being recorded. The 
acquisition was recorded under the "Purchase Method" and the entries recording 
the purchase are summarized as follows:  

                    ASSETS ACQUIRED       ($Thousands)

               Cash and due from banks       $ 2,931   
               Investment securities-AFS      17,622
               Net loans                      14,487
               Facilities and equipment          232
               Other assets                       17
               Goodwill                        1,872
                                             --------
                    Total Assets              37,161
                                             --------
                    LIABILITIES ACQUIRED

               Non-interest bearing deposits     148
               Interest bearing deposits      31,505
                                             --------
                    Total Deposits            31,653
               Other liabilities                  97
                                             --------
                    Total Liabilities         31,750
                                             --------
                          
               Net Cash Payment              $ 5,411
                                             ========

     In the opinion of management, all adjustments (consisting only of normal 
recurring adjustments) necessary for a fair presentation of the financial 
position and the results of operations for the interim periods presented have 
been included.  

2.  Statement of Cash Flows

     For purposes of the Consolidated Statements of Cash Flows, the Company 
has defined cash equivalents as those amounts included in the balance sheets 
captions Cash and due from banks and Federal funds sold.  Cash flows from 
loans and deposits of the Company's bank subsidiary are reported on a net 
basis.

3.  Investment Securities

     Debt securities available for sale are carried at fair market value by 
means of valuation account in accordance with SFAS 115.  At September 30, 
1997, the fair market value of securities available for sale was $384,000 more 
than amortized cost and at December 31, 1996, the fair market value was 
$114,000 more than amortized cost.  Available for sale securities gains are
determined under the specific identification method.  The income tax on 
available for sale securities gains amounted to $27 thousand for the third 
quarter and first nine months of 1997.  There was no tax in either period of
1996 since there were no gains or losses.

     Debt securities held to maturity are carried at cost, adjusted for the 
amortization of premiums and accretion of discount.   The amortized cost and 
estimated market value of securities held to maturity at September 30, 1997 
and December 31, 1996, are as follows:
  
             
                          Securities Held to Maturity             
                          ---------------------------
                  
                              Gross        Gross     Estimated
                      Book   Unrealized   Unrealized   Market 
                      Value    Gains        Losses      Value  
                      -----  ----------   ----------  --------           
                                                    
September 30, 1997   15,293      407          15       15,685 
December 31, 1996    14,784      203          72       14,915

                                            
    
4.  Earnings per Common Share

     The earnings per common share are computed by dividing the net income for 
the interim periods by the weighted average number of common shares 
outstanding.  The weighted average number of shares outstanding in the third 
quarter, 1997, and 1996, were 280,511 and 280,573 respectively, and for the 
first nine months of 1997 and 1996, were 280,530 and 280,623 respectively. 
 
              PART I - Financial Information Continued

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
<TABLE>
  <S>                                     <C>        <C>          <C>        <C> 
               MINDEN BANCSHARES, INC. AND SUBSIDIARY
                MANAGEMENT'S DISCUSSION AND ANALYSIS
                     CONSOLIDATED INCOME SUMMARY
                     AND SELECTED FINANCIAL DATA
           (in thousands, except per share and ratio data)
                                           
                                            Three Months Ended      Nine Months Ended
                                           Sept 30      Sept 30    Sept 30     Sept 30
                                             1997         1996       1997        1996

  Interest income                           $5,325       $4,451    $14,695     $12,723
  Interest expense                           2,364        1,900      6,403       5,495
                                          ---------  -----------  ---------  ----------
    Net interest income                      2,961        2,551      8,292       7,228
  Provision for possible loan losses             0            0          0           0     
                                          ---------  -----------  ---------  ----------
    Net interest income after provision      2,961        2,551      8,292       7,228
  Noninterest income                           749          556      1,867       1,616
  Noninterest expense                        1,674        1,383      4,565       3,958
                                          ---------  -----------  ---------  ----------
    Income before taxes                      2,036        1,724      5,594       4,886
  Income tax expense                           688          536      1,800       1,510
                                          ---------  -----------  ---------  ----------
    Net income                              $1,348       $1,188     $3,794      $3,376
                                          =========  ===========  =========  ==========

  Earnings per share <F1>                    $4.81        $4.23     $13.52      $12.03
  Dividends declared per share               $0.00        $0.00      $0.75       $0.65
  Average shares outstanding                 280.5        280.6      280.5       280.6
  Book value per share                     $111.56       $95.07    $111.56      $95.07

  Selected Quarter End Balances:
  Loans                                   $l37,209     $113,694
  Deposits                                 249,007      210,281
  Debt                                       7,106        5,500
  Equity                                    31,295       26,671
  Total Assets                             289,539      244,083

  Selected Average Balances:
  Loans                                    134,351      112,298    125,993     106,523
  Deposits                                 250,172      210,238    233,081     204,429
  Debt                                       8,340        6,745      7,139       6,738
  Equity                                    30,448       26,419     29,290      25,377
  Total Assets                             291,001      245,015    271,282     238,040

  Selected Ratios (%)
  Return on average assets                    1.84%        1.92%      1.87%       1.89%
  Return on average equity                   17.56%       17.84%     17.32%      17.72%
  Net interest margin (taxable equivalent)    4.40%        4.52%      4.46%       4.45%
  Tier 1 risk-based capital                  21.03%       22.16%
  Total risk based capital                   22.30%       23.43%
  Tier 1 Leverage                            10.10%       10.25%
  
<F1> Earnings per share is based on the weighted average number
     of shares in the respective period
</TABLE>

OVERVIEW

     The Company's third quarter 1997 net income totaled $1,348 thousand, 
($4.81 per share) up 13 percent from $1,188 thousand ($4.23 per share) in the 
third quarter, 1996.  For the first nine months of 1997, net income was $3,794 
thousand ($13.52 per share) up 12% from $3,376 thousand ($12.03 per share) in 
the nine months of 1996.

     The return on average assets was 1.84 percent for the third quarter, 
1997, a decrease of 4 percent from the third quarter, 1996 of 1.92 percent.  
For the first nine months of 1997, the return on average assets was 1.87 
percent as compared to 1.89 percent for the same period last year, a decrease
of 1 percent.

     The return on average equity was 17.56 percent for the third quarter, 
1997, a decrease of 2 percent from the third quarter, 1996 of 17.84 percent.  
For the first nine months of 1997, the return on average equity was 17.32 
percent as compared to 17.72 percent in the prior year, a decrease of 2 
percent.

     The 1997 third quarter earnings benefited from a 20 percent increase in 
net interest income and  a 35 percent increase in noninterest income while 
being detrimented by  a 21 percent increase in noninterest expense when 
compared to the 1996 third quarter.  The first nine months of 1997 earnings 
benefited from a 15 percent increase in net interest income over the prior 
year period, a 16 percent increase in noninterest income while being detri-
mented by 15 percent increase in noninterest expense.

     Total assets at September 30, 1997 increased to 289,539 thousand, up 19 
percent from a year ago and up 16 percent from December 31, 1996.

     The consolidated income and expenses of the Company for 1997 have been 
affected by the acquisition of First Federal Savings Bank and its merger into  
Minden Bank on May 21, 1997.

RESULTS OF OPERATIONS

<TABLE>
    <S>                                   <C>        <C>        <C>        <C>          
    NET INTEREST INCOME

                                             Third Quarter         Nine Months
                                          --------------------------------------------
                                            1997       1996       1997       1996
    (in thousands)                        =========  =========  =========  =========

    Total Interest Income                   $5,325     $4,451    $14,695    $12,723
    Total Interest Expense                   2,364      1,900      6,403      5,495
                                          ---------  ---------  ---------  ---------
    Net Interest Income                      2,961      2,551      8,292      7,228
    Taxable-Equivalent Adjustment
      to Interest Income                        72         73        217        215
                                          ---------  ---------  ---------  ---------
    Net Interest Income-
      Taxable Equivalent Basis <F2>         $3,033     $2,624     $8,509     $7,443
                                          =========  =========  =========  =========

    AVERAGE BALANCES (in thousands):
      Interest-Earning Assets <F3>        $273,721   $230,088   $254,910   $222,802
                                          =========  =========  =========  =========

      Interest-Bearing Liabilities        $216,054   $179,347   $200,403   $174,704
      Interest-Free Funds                   57,667     50,741     54,507     48,098
                                          ---------  ---------  ---------  ---------
    Total Investable Funds                $273,721   $230,088   $254,910   $222,802
                                          =========  =========  =========  =========

    AVERAGE INTEREST RATES (fully taxable): <F2>
    Yield On:
      Interest-Earning Assets <F3>            7.82%      7.80%      7.82%      7.74%
      Interest-Bearing Liabilities            4.34%      4.20%      4.27%      4.19%
                                          ---------  ---------  ---------  ---------
    Spread on Interest-Bearing Funds          3.48%      3.60%      3.55%      3.55%
    Contribution of Interest-Free Funds       0.92%      0.92%      0.91%      0.90%
                                          ---------  ---------  ---------  ---------
    Net Yield on Interest-Earning Assets      4.40%      4.52%      4.46%      4.45%
                                          =========  =========  =========  =========

<F2>  Reflects an adjustment to the net interest income amount included in the 
      Statement of Income to permit comparisons of yields on tax-exempt and 
      taxable assets.

<F3>  Based upon amortized cost of all investment securities.  Adjustments to 
      fair market value for available for sale investment securities amounted 
      to averages of a positive $268 thousand for the third quarter, 1997, 
      and $7 thousand positive for the first nine months, 1997, as compared 
      to a negative $296 thousand for the third quarter, 1996, and a positive 
      $39 thousand for the first nine months of 1996.
</TABLE>
     
   Net Interest Income

     The Company's net interest income for the 1997 third quarter was $2,961 
thousand, an increase of $410 thousand or 16 percent from $2,551 thousand in 
the 1996 third quarter.  Interest Income for the third quarter of 1997
increased $874 thousand or 20 percent over the prior year period while interest
expense increased $464 thousand or 24 percent in the third quarter of 1997 as
compared to the prior year period.  Of the $874 thousand increase in interest 
income in the third quarter, 1997 over 1996, $541 thousand or 62 percent of 
is attributable to loan volume increases including the First Federal 
acquisition.

     Net interest income for the first nine months of 1997 was $8,292 
thousand, an increase of $1,064 thousand or 15 percent over the first nine 
months of 1996 of $7,228 thousand.  Interest income for the first nine months
of 1997 was $14,695 thousand, an increase of $1,972 thousand or 15 percent 
over the prior year period of $12,723 thousand while interest expense for the
first nine months of 1997 increased to $6,403 thousand, an increase of $908 
thousand or 17 percent over the prior year period of $5,495 thousand.  Of the 
$1,972 thousand increase in interest income for the first nine months of 1997
over 1996, $1,416 thousand is attributable to increases in loan volume 
including the First Federal acquisition.

     The acquisition of First Federal on May 21, 1997 and increases in loan
and deposit volume have contributed to the increase in net interest income for
both periods of 1997 over 1996.

   Average Interest-Earning Assets

     Average interest-earning assets were $273,721 thousand for the 1997 third 
quarter, an increase of $43,633 thousand or 19 percent over the 1996 third
quarter.  For the first nine months of 1997, interest-earning assets averaged 
$254,910 thousand, an increase of 14 percent over the prior year of $222,802 
thousand.  Average loans increased by $22,053 thousand, 20 percent, during the 
third quarter, 1997, over the prior year period, of which $14,646 thousand was 
attributable to the First Federal acquisition, and by $19,470 thousand, 18 
percent, in the first nine months, 1997 over the same period last year, of 
which $7,081 was attributable to the First Federal acquisition.  Average 
investment securities increased by $12,302 thousand, 13 percent, during the 
third quarter, 1997 over the prior year period and by $10,532 thousand, 11 
percent during the first nine months, 1997 over 1996.  During the third 
quarter, 1997, average Federal funds sold increased by $4,456 thousand, 26 
percent, over the prior year period and decreased by $731 thousand, 4 percent, 
in the first nine months of 1997 over the prior year period.  Average interest 
bearing balances due from banks increased by $4,734 thousand, 333 percent, in 
the third quarter, 1997 over the same period last year and increased by $2,755 
thousand, 147 percent, in the first nine months of 1997 over the prior year 
period.
  
    Average Interest-Bearing Liabilities

     Average interest-bearing liabilities for the 1997 third quarter were 
$216,054 thousand, compared to $179,347 thousand for the same period last 
year, a 20 percent increase, and were $200,403 thousand for the first nine
months of 1997 as compared to $174,704 thousand for the prior year period, a 
15 percent increase.  Average time deposits for the 1997 third quarter were 
$128,213 thousand, an increase of $30,636 thousand or 31 percent over the same 
period last year, and average time deposits for the first nine months of 1997 
were $114,258 thousand as compared to $94,673 thousand in the prior year
period, an increase of $19,585 thousand or 21 percent.  Average savings and 
interest-bearing demand deposits for the 1997 third quarter were $79,501 
thousand, an increase of $4,386 thousand or 6 percent over the same period 
last year of $75,115 thousand, and were $78,916 thousand in the first nine
months of 1997 as compared to $73,293 in the prior year period, an increase of 
$5,623 thousand or 8 percent.

    Net Yield on Interest-Earning Assets

     The taxable equivalent net yield on interest-earning assets was 4.40% 
in the third quarter of 1997, a decrease of 12 basis point from 4.52% in the
same period last year and was 4.46% in the first nine months of 1997 as 
compared to the prior year of 4.45%, an increase of one basis point.  A major 
contributing factor to the third quarter of 1997 decline from the prior year 
period has been due to the high ratio of time deposits acquired in the First 
Federal acquisition in relation to total deposits acquired.  The time deposits 
acquired in the First Federal acquisition amounted to $29,433 thousand of the  
total deposits acquired of $31,653 thousand, which is reflected in the 
comparison of increase in yield on total earning assets of 2 basis points to
7.82 percent while the yield on interest bearing liabilities increased by 12
basis points to 4.34 percent for the third quarter, 1997 as compared to the 
prior year period.  The first nine months of 1997 one percent increase in net 
yield on earning assets over the prior year period reflects increase on yields
on earning assets prior to the First Federal acquisition on May 21, 1997.

     Management expects that the net yield on earning assets will remain 
constant or increase slightly during the balance of 1997.


PROVISION FOR LOAN LOSSES

     The Company has made no provision for loan losses in 1997 or 1996.  
Management does not anticipate any provision for loan losses during 1997.  
A discussion of the Company's loan portfolio, net charge-off and recoveries, 
and allowances for loan losses appears on pages 15-18.


OTHER INCOME
                                                                  First
                                         Third Quarter         Nine Months
                                      -------------------  -------------------
                                        1997      1996       1997      1996
  (in thousands)                      ========= =========  ========= =========
  Service Charges                         $429      $407     $1,218    $1,154
  Trust Department Fees                      2         3          9        38
  Available for Sale Securities Gains       81         0         81         0
  Insurance Commissions                     81        79        240       219
  Mortgage Loan Origination and 
    Related Fees                            82         0        100         0
  Other Operating Income                    74        67        219       205
                                      --------- ---------  --------- ---------
       Total Other Income                 $749      $556     $1,867    $1,616
                                      ========= =========  ========= =========

     
     Other income for the 1997 third quarter was $749 thousand, up $193 
thousand from the same period last year.  Of the $193 thousand increase over  
the prior year period, other operating income includes gain on sale of
available for sale securities of $81 thousand and mortgage loan origination 
and related fees of $82 thousand occurring at the new branch located at the  
former First Federal Savings Bank location that had no comparative amounts in 
the prior year period.

     For the first nine months of 1997, other income was $1,867 thousand, an 
increase of $251 thousand over the same period last year of $1,616 thousand.
Of the $251 thousand increase over the prior year period, $81 thousand was
from the gain on sale of available for sale securities occurring in the third
quarter of 1997 and $100 thousand was attributable to mortgage loan 
origination and related fees described above.

 
OPERATING EXPENSES
                                                                  First
                                         Third Quarter          Nine Months
                                      -------------------  -------------------
                                         1997      1996       1997      1996
  (in thousands)                      ========= =========  ========= =========

  Salaries and Employee Benefits          $813      $696     $2,277    $2,088
  Occupancy Expense                        194        99        391       387
  Furniture and Equipment Expense           77        78        213       191
  Goodwill Amortization                     31         0         42         0
  Advalorem Tax Shareholder Assessments     96        82        269       155
  Other Operating Expenses                 463       428      1,373     1,137
                                      --------- ---------  --------- ---------
       Total Operating Expenses         $1,674    $1,383     $4,565    $3,958
                                      ========= =========  ========= =========

  
     Operating expenses for the 1997 third quarter were $1,674 thousand, up
from $1,383 thousand in the 1996 third quarter, an increase of $291 thousand. 
Operating expenses for the first nine months of 1997 were $4,565 thousand, 
an increase of $607 thousand from $3,958 thousand in the comparable period 
last year.  All categories of operating expenses reflect increases in both 
periods of 1997 over 1996 as the result of the First Federal acquisition with
other causes discussed below.

     Combined occupancy expense and furniture and equipment expense for the 
1997 third quarter were $271 thousand as compared to $177 thousand for the 
same period last year.  Occupancy expense and furniture and equipment expense 
for the 1997 first nine months were $604 thousand as compared to $578 thousand 
for the same period last year.  The increase in the third quarter, 1997 as 
compared to the third quarter, 1996 was also effected by updating of existing
branch facility.  The increase in the first nine months of 1997 over the prior
year period is not as great as the third quarter due to replacement of main 
office heating and air conditioning system in the first quarter of 1996.

     Goodwill amortization is for the amortization of goodwill occurring from
the First Federal acquisition over a 15 year life.

     Banks chartered and operated in the state of Louisiana are not subject
to state income taxes but are subject to shareholder assessment through the
advalorem tax program which is based upon a combination of prior year
stockholders equity and earnings.  This expense has increased due to increase 
in stockholders equity and annual earnings of 1996 over 1995.
         
     Other operating expenses were $463 thousand for the 1997 third quarter 
as compared to $428 thousand for the same period last year.  Other operating 
expenses in the 1997 first nine months were $1,373 thousand as compared to 
$1,137 thousand for the same period last year.  The major item in increases 
for the third quarter of 1997 over 1996 was the increased expenditure for  
advertising by $43 thousand.  The increase in other operating expenses for the 
first nine months of 1997 over 1996 was impacted by increase in advertising 
expense of $77 thousand and buy out of long term data processing contract of 
First Federal and data conversion totaling $54 thousand occurring the second
quarter of 1997.

INCOME TAXES

     In the 1997 third quarter, the Company recorded income tax expense of 
$688 thousand, compared to $536 thousand for the same period last year.  In 
the 1997 first nine months, income tax expense was $1,800 thousand as compared 
to $1,510 thousand in the same period last year.

     The effective tax rate was 33.8% for the 1997 third quarter as compared 
to 31.1% for the same period last year.  The effective tax rate was 32.2% for 
the first nine months of 1997, as compared to 30.9% for the same period last 
year.  The higher effective tax rate in both periods of 1997, as compared to 
the same period last year reflects difference in the composition of the 
Company's pre-tax income in both periods which includes nondeductible goodwill
amortization.

RECENT ACCOUNTING PRONOUNCEMENTS
     
     In June of 1996, the Financial Accounting Standards Board (FASB) issued
SFAS 125, Accounting for Transfers and Servicing of Financial Assets and 
Extinguishment of Liabilities, effective for transactions occurring after 
December 31, 1996.  SFAS 125 provides for fair value accounting for assets
transferred with the retention of some right(s) of ownership and for 
liabilities disposed of for which all liabilities are not extinguished until
a later date.  Any application of SFAS 125 will be immaterial in the Bank's
current operations and will not require accounting acknowledgment or
disclosure.

     In December of 1996, the Financial Accounting Standards Board (FASB)
issued SFAS 127, Deferral of the Effective Date of Certain Provisions of
FASB Statement No. 125 an amendment of FASB Statement No. 125, December,
1996.  Any application of SFAS 127 will be immaterial in the Bank's current
operations and will not require accounting acknowledgment or disclosure.

     In February of 1997, the Financial Accounting Standards Board (FASB)
issued SFAS 128, Earnings per Share, effective for financial statements for
both interim and annual periods ending after December 15, 1997.  SFAS 128
provides for revised calculation of earnings per share to compare with 
current international reporting and provides for computation of earnings per
share from continuing operations and earnings per share of net income along   
with disclosures of the respective computations.  Since the Company is of 
simple capital structure with only one class of common stock outstanding, 
management does not anticipate any material impact by SFAS 128 in the 
calculation of the respective earnings per share computation and disclosures.

     In February of 1997, the Financial Accounting Standards Board (FASB)
issued SFAS 129, Disclosure of Information about Capital Structure, effective
for financial statements for periods ending after December 15, 1997.  SFAS 129
provides for the presentation in summary form within an entity's financial 
statements, the pertinent rights and privileges of the various securities
outstanding and the disclosure within its financial statements of the number
of shares issued upon conversion, exercise or satisfaction of required 
conditions during at least the most recent annual fiscal period and any 
subsequent interim period presented.  Since this SFAS pertains only to the 
disclosure of required information, it should not have any financial impact
on the Company's operations.


CREDIT PORTFOLIO

    Loan Portfolio

     The Company's loans outstanding, totaled $137,209 thousand at September 
30, 1997 as compared to $113,694 thousand at September 30, 1996 and $115,346 
thousand at December 31, 1996.  The increases over both prior periods have 
been due to loans acquired in the First Federal acquisition of $14,487 and 
increased loan demand.

     The following table sets forth the loan classifications at September 30, 
1997, December 31, 1996, and September 30, 1996:


        
                                                 -----------------------------
                                                 Sept 30,   Dec 31,  Sept 30,
                                                   1997      1996      1996
  (in thousands)                                 --------- --------- ---------
  Commercial, Financial and Agricultural Loans    $33,557   $31,567   $30,819
  Construction Loans Secured by Real Estate         5,038     3,381     3,338
  Other Loans Secured by Real Estate               75,152    60,025    59,706
  Installment and Single Payment Loans             21,748    18,143    17,916
  Other Loans                                       1,894     2,368     2,101
                                                 --------- --------- ---------
       Total Loans                                137,389   115,484   113,880
  Less Unearned Discount                              180       138       184
                                                 --------- --------- ---------
       Total Loans Net of Unearned Discount      $137,209  $115,346  $113,694
                                                 ========= ========= =========


    Non-performing Assets

     The following table sets forth the non-performing assets at September 30, 
1997, December 31, 1996, and September 30, 1996:


                                                 -----------------------------
                                                  Sept 30,  Dec. 31, Sept 30,
                                                   1997      1996      1996
  (in thousands)                                 --------- --------- ---------
  Nonaccrual (Impaired) Loans                        $377      $355      $418
  Past-Due Loans                                      854       510       340
  Restructured Loans                                    0         0         0
                                                 --------- --------- ---------
       Total Non-performing Loans                   1,231       865       758
  Other Real Estate Owned                             255       217       287
                                                 --------- --------- ---------
       Total Non-performing Assets                 $1,486    $1,082    $1,045
                                                 ========= ========= =========

     In addition to the non-performing loans discussed above, management has 
identified other loans for which payments are current that are subject to 
potential future classification as nonperforming.  As of September 30, 1997 
these loans totaled $73 thousand as compared to $216 thousand a year ago and 
$501 thousand at December 31, 1996.

     Nonaccrual (impaired) loans are those loans on which it appears that the
collection of all principal and interest under the loan terms is unlikely 
under either the projection of cash flows or values of underlying collateral.
Once a determination has been made as to the projected amount which may be
collected, any probable under collection is first applied to accrued interest 
by reversal against current year earnings with any further under collection 
anticipated being reflected by a partial charge off of principal against the
reserve for possible loan losses, leaving the anticipated collectible portion 
as the loan balance which does not accrue interest until such time as it 
appears probable that the loan will be fully collectible as to principal and 
interest, at which time, it will be reinstated with the principal increase 
being recognized as recovery by crediting to reserve for possible loan losses 
and the accrued interest being recognized as interest income.  Collections on 
impaired loans upon which full collection of principal and accrued interest is 
unlikely, are first applied to the remaining principal, with any excess then 
being applied to the partially charged off principal by credit to the reserve 
for possible loan losses, with any additional collection then being recognized 
as interest income.  
     
     Management groups small homogenous loans - residential mortgage, consumer 
installment and small business loans of $20 thousand or less - collectively 
for evaluation due to the inability to obtain customer cash flow information
to project future collections.  Due to the inability to project future cash 
flows, all of the nonaccrual (impaired) loans discussed are valuated based 
upon net realizable value of underlying collateral.  Loans which become past 
due 90 days or more, unless due to seasonal fluctuations, are reviewed for 
impairment.

     The following table sets forth the components of cash basis (nonaccrual -
impaired) loans.  There were no renegotiated loans outstanding at either of  
the dates shown.  There is no allocation of the reserve for possible loan
losses as discussed in the previous paragraph.   


                                                 -----------------------------
                                                 Sept 30,   Dec 31,   Sept 30,
                                                   1997      1996       1996
                                                 --------  --------   --------
  (in thousands)
  Commercial, Financial and Agricultural             278       223        259
  Real Estate - Construction                          17        26         31
  Real Estate - Mortgage                              77        97        118
  Installment Loans to Individuals                     5         9         10
                                                 --------  --------   --------
       Totals                                        377       355        418
                                                 ========  ========   ========
  
  Ratio of Cash Basis Loans to Total Loans          0.27%     0.31%      0.37%
                                                 ========  ========   ========

     The following table sets forth the approximate effect on interest revenue
of cash basis (nonaccrual - impaired) loans for the periods indicated.  This 
disclosure reflects the interest on loans which were carried on the balance
sheet and were classified nonaccrual (impaired).  The rates used in 
determining the gross amount of interest that would have been recorded at the
original rate were not necessarily representative of current market rates.


                                        ------------------  ------------------
                                           Third Quarter    First Nine Months
                                           1997      1996      1997      1996
                                        --------  --------  --------  --------
  (in thousands)
  Gross amount of interest that would 
    have been recorded at original rate     11        11        36        34
  Less, interest, net of reversals, 
    recognized in interest income           46        28        97        28
                                        --------  --------  --------  --------
  Reduction (increase) in interest 
    income                                 (35)      (17)      (61)        6
                                        ========  ========  ========  ========
  Effect upon the yield on average loans                
    (basis points)                         +10        +6        +6        -1
                                        ========  ========  ========  ========

     Other real estate owned normally represents properties acquired as loan 
satisfactions which are recorded at the lower of the investment in the loan 
with respect to which the assets were acquired, or the fair value of each 
property, with the initial write-downs charged to the reserve for loan losses.  
Subsequent write-downs of such properties are reflected as such on the income 
statement and gains and losses on disposal are accordingly reflected on the 
income statement.  Other real estate currently includes former branch located 
at 324 Homer Road which was closed January 4, 1995.  The former branch was 
capitalized at its depreciated value and has subsequently been written down by 
$91 thousand.  
 
    Allowance for Loan Losses

     The allowance for loan losses is available to absorb potential credit 
losses from the entire loan portfolio.  The appropriate level of the allowance 
is based on analyses of the loan portfolio and reflects an amount which, in 
management's judgment, is adequate to provide for potential losses.  The 
analyses include consideration of such factors as the risk rating of 
individual credits, the size and diversity of the portfolio, particularly in 
terms of industry, economic and political conditions, prior loss experience 
and results of periodic credit reviews of the portfolio.  Based upon the 
results of these analyses, the allowance for losses is increased, from time to 
time, by charges to income to the extent management considers appropriate.

     The accompanying table reflects the activity in the allowance for loan 
losses for the three months ended September 30, 1997, and 1996, and nine 
months ended September 30, 1997, and 1996. 

<TABLE>
  <S>                                       <C>       <C>         <C>      <C> 
                                               Third Quarter      First Nine Months
                                            -------------------   ------------------
                                              1997      1996        1997     1996
  (in thousands)                            ========= =========   ==================

  Balance at Beginning of Period              $3,596    $3,353      $3,306   $3,396

  Charge-Offs
    Commercial, Financial and Agricultural         0         0          42       78
    Real Estate - Construction                     0         0           2        0
    Real Estate - Mortgage                         0         0          32        0
    Installment Loans to Individuals              63        60         118       93
                                            --------- ---------   ------------------
       Total                                      63        60         194      171
                                            --------- ---------   ------------------

  Recoveries
    Commercial Financial and Agricultural          0         0           0        0
    Real Estate - Construction                     0         0           0        0
    Real Estate - Mortgage                         8        32         146       74
    Installment Loans to Individuals              20        29          50       55
                                            --------- ---------   ------------------
       Total                                      28        61         196      129
                                            --------- ---------   ------------------
  Net Recoveries (Charge-Offs)                   (35)        1           2      (42)
  Acquired in First Federal acquisition                      0         253        0
  Additions Charged to Operations                  0         0           0        0
                                            --------- ---------   ------------------
  Balance at End of Period                    $3,561    $3,354      $3,561   $3,354
                                            ========= =========   ==================

     The following table reflects the allowance coverage ratios at September 
30, 1997, December 31, 1996 and September 30, 1996.

                                            Sept 30,   Dec 31,    Sept 30,
  For the Quarter Ended:                      1997      1996        1996
                                            --------- --------- -----------

  Allowance for Loan Losses to:
    Loans at Period-End                         2.60%     2.87%       2.95%
    Average Loans (Quarterly)                   2.65%     2.91%       2.99%
    Non-performing Loans                      289.28%   382.20%     442.48%
    Non-performing Assets                     239.64%   305.55%     320.96%

  Total Net Charge-Offs (annualized) to:
    Loans at Period-End                        (0.10%)    0.04%       0.00%
    Average Loans (Quarterly)                  (0.10%)    0.04%       0.00%
    Allowance for Loan Losses                 ( 3.90%)    1.40%       0.12%
</TABLE>

     Management deems its allowance for loan losses at September 30, 1997, to 
be adequate.  The Company considers that it has sufficient reserves to absorb 
losses that may currently exist in the portfolio including the loans acquired 
in the First Federal acquisition.  The Company will continue to reassess the
adequacy of its allowance for loan losses and make provisions accordingly.


CAPITAL

     Total stockholders' equity at September 30, 1997, was $31,295 thousand, 
up from $27,536 thousand at December 31, 1996 and $26,671 thousand at 
September 30, 1996.  Stockholders' equity at September 30, 1997, reflects 
positive impact of $254 thousand for net unrealized gains on securities 
available for sale.  

    Risk-Based Capital Ratios

     In January, 1989, the Federal Reserve Board ("FRB") issued risk-based 
capital guidelines which require banking organizations to maintain certain 
ratios of "Qualifying Capital" to "risk-weighted assets." "Qualifying Capital" 
is classified into Tier 1 and Tier 2 Capital.  Tier 1 Capital applicable to 
the Company consists only of common equity.  Tier 2 Capital applicable to the 
Company consists only of qualifying allowance for loan losses.  The amount of 
Tier 2 Capital may not exceed Tier 1 Capital.  In calculating "risk-weighted 
assets," certain risk percentages, as specified by the FRB, are applied to 
particular categories of both on- and off-balance sheet assets.  Effective 
December 31, 1992, the guidelines require that banking organizations maintain 
a minimum ratio of Tier 1 Capital to risk-weighted assets of 4% and a minimum 
ratio of Tier 1 and Tier 2 Capital ("Total Capital") to risk-weighted assets 
of 8% (the "final risk-based guidelines").  At September 30, 1997, the 
Company's Tier 1 Capital to risk-weighted assets ratio was 21.03% and the 
Total Capital to risk-weighted assets ratio was 22.30%. 

    Leverage Ratios

     The Tier 1 leverage ratio is defined as Tier 1 Capital (as defined under 
the risk-based capital guidelines) divided by average total assets (net of 
allowance for loan losses).  The minimum leverage ratio is 3% for banking 
organizations that do not anticipate significant growth and that have well-
diversified risk, excellent asset qualify, high liquidity and good earnings.  
Other banking organizations are expected to have ratios of at least 4% to 5%, 
depending upon their particular condition and growth plans.  Higher capital 
ratios could be required if warranted by the particular circumstances, or risk  
profile, of a given banking organization.  The FRB has not advised the Company 
of any specific minimum Tier 1 leverage ratio applicable to it.  

     The table which follows sets forth the Company's Tier 1 and Tier 2 
Capital, risk-weighted assets, including off balance sheet items, and the  
Company's risk-based capital ratios under the final guidelines as well as 
Tier 1 leverage ratios.

                                       Capital and Ratios

                                                 Sept 30,   Dec 31,  Sept 30,
                                                   1997      1996      1996
            (in thousands), except ratios        --------- --------- ---------

            Tier 1 Capital
              Common Stockholders' Equity          29,211    25,534    24,983
            Tier 2 Capital
              Reserve for Possible Loan Losses      1,759     1,457     1,434
                                                 --------- --------- ---------
                 Total Qualifying Capital          30,970    26,991    26,417
                                                 ========= ========= =========

            Risk Weighted Assets                  138,898   114,750   112,762

            Tier 1 Capital Ratio                    21.03%    22.25%    22.16%
            Total Capital Ratio                     22.30%    23.52%    23.43%
            Tier 1 Leverage Ratio                   10.10%    10.26%    10.25%



    Common Stock Dividends

     For the third quarters of 1997 and 1996, the Board of Directors of the 
Company declared no dividends.  Future dividend policies will be determined by 
the Board of Directors in light of earnings and financial condition of the 
Company and its subsidiary and other factors, including applicable 
governmental regulations and policies.  

LIQUIDITY MANAGEMENT

     The objective of liquidity management is to ensure the availability of 
sufficient cash flows to meet all financial commitments and to capitalize on 
investment opportunities.  Liquidity management addresses the Company's 
ability to meet deposit withdrawals on demand or at contractual maturity, to 
service indebtedness and to make new loans and investments as opportunities 
arise.  The Company monitors and reviews its asset and liability mix on a 
routine basis.

     The primary sources of liquidity include cash and due from banks, Federal 
funds sold and investment securities.  Additionally, the bank subsidiary has 
the ability to borrow and purchase federal funds on a short term basis from 
other financial institutions as a source of liquidity should the need arise.

     The loan to deposit ratio averaged 55.10 percent during the 1997 third 
quarter and 53.41 percent during the 1996 third quarter.  Cash on hand and due 
from banks averaged $16,600 thousand in the 1997 third quarter and $10,876 
thousand in the 1996 third quarter.  Federal funds sold averaged $21,739 
thousand in the 1997 third quarter and $17,283 thousand in the 1996 third 
quarter.  

     At September 30, 1997, investment securities at amortized cost, totaled 
$118,222 thousand, of which $50,601 thousand or 42.80 percent mature or 
reprice within one year, $55,589 thousand or 47.02 percent mature or reprice 
within two to five years, and $12,032 thousand or 10.18 percent mature in over 
five years.  The Company does not anticipate any events which would require 
liquidity beyond that which is available from the above referenced sources.

SUPERVISION AND REGULATION

    Dividends

     Substantially all of the funds used by the Company to pay dividends to 
its shareholders are derived from dividends paid to it by its subsidiary bank, 
which are subject to certain legal restrictions.  Under Louisiana law, state 
chartered banks cannot pay dividends in excess of current year earnings plus 
undistributed earnings of the prior year without the prior approval of the 
Commissioner of Financial Institutions.  Under Federal law, dividends by state 
chartered banks in excess of current year earnings plus undistributed earnings 
of the two prior years would require FRB approval.

     In addition to the dividend restrictions described above, the FRB and the 
Federal Deposit Insurance Corporation ("FDIC") have authority under the 
Financial Institutions Supervisory Act to prohibit or to limit the payment of 
dividends by banking organizations they supervise, including the Company and 
its bank subsidiary if, in the banking regulators' opinions, payment of a 
dividend would constitute an unsafe or unsound practice in light of the 
financial condition of the banking organization.

    Other

     On December 19, 1991, the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA") was enacted.  This act provided for 
recapitalization of the Bank Insurance Fund ("BIF") and the Savings
Association Insurance Fund ("SAIF") of which the Bank is also a member and
substantially revised statutory provisions, including capital standards.  
FDICIA provided an insurance rate structure which provides lower rates for
stronger capitalized banks and banks with higher supervisory ratings.  The BIF
became fully funded in 1995 and the SAIF became fully funded in 1996 thereby
reducing BIF and SAIF FDIC premiums.

     Minden Bank is subject to FDIC insurance assessments.  Effective 
January 1, 1996, the BIF rate schedule was reduced to 0.0% for the healthiest 
banks to 0.27% for the weakest banks.  Effective October 1, 1996, under the 
provisions of the Deposit Insurance Funds Act of 1996 ("Funds"), the rates  
for SAIF deposits were revised to 0.0% for the healthiest banks to 0.27% for 
the weakest banks.  The Fund Act also provided for separate assessments under 
BIF and SAIF effective January 1, 1997 for FICO bond servicing.  The FICO 
assessments under BIF are at the annual rate of 0.1296% annually for 1997 and
0.648% annually under SAIF for 1997.  Minden Bank is currently under the best
available rates for 1997 of 0.00% for BIF and SAIF deposits.   

<TABLE>
           <S>                                       <C>       <C>      <C>           <C>       <C>      <C>               
                                               MINDEN BANCSHARES, INC. AND SUBSIDIARY
                                          Consolidated Net Interest Income and Average Balances
                                              Three Months Ended September 30, 1997 and 1996
                                                                   (Thousands)

                                                                 1997                             1996
                                                     -------------------------------  -------------------------------
                                                      Average               Rate       Average               Rate
                                                      Balance  Interest (Annualized)   Balance  Interest (Annualized)
                                                     --------- -------- ------------  --------- -------- ------------
            ASSETS
            Interest Bearing Balances Due from Banks   $6,157      $72         4.64%    $1,423      $18         5.02%
            Federal Funds Sold                         21,739      298         5.44%    17,283      227         5.21%
            Investment Securities <F4>                110,201    1,742         6.27%    97,899    1,506         6.10%
            Federal Reserve Bank and
                Federal Home Loan Bank Stocks           1,273       20         6.23%     1,185       16         5.36%
            Loans                                     134,351    3,265         9.64%   112,298    2,757         9.74%
                                                     --------- --------               --------- --------
                 Total Interest-
                   Earning Assets <F4>                273,721    5,397         7.82%   230,088    4,524         7.80%

            Allowance for Loan Losses                  (3,595)                          (3,360)
            Cash and Due from Banks                    10,443                            9,453
            Other Assets <F4>                          10,432                            8,834
                                                     ---------                        ---------
                 Total Assets                        $291,001                         $245,015
                                                     =========                        =========

            LIABILITIES

            Savings and Interest-
              Bearing Demand                          $79,501     $574         2.86%   $75,115     $542         2.86%
            Time Deposits                             128,123    1,698         5.26%    97,487    1,278         5.20%
                                                     --------- --------               --------- --------
                 Total Interest-
                   Bearing Deposits                   207,624    2,272         4.34%   172,602    1,820         4.18%

            Securities Sold Under
              Repurchase Agreements                     8,340       90         4.28%     6,565       76         4.59%
            Long-term Debt                                 90        2         8.75%       180        4         8.91%
                                                     --------- --------               --------- --------
                 Total Interest-
                   Bearing Liabilities                216,054    2,364         4.34%   179,347    1,900         4.20%


            Demand Deposits                            42,548                           37,636
            Other Liabilities                           1,951                            1,613
                                                     ---------                        ---------
                 Total Liabilities                    260,553                          218,596
                                                     ---------                        ---------

            STOCKHOLDERS' EQUITY
            Common Stockholders' Equity                30,448                           26,419
                                                     ---------                        ---------
                 Total Liabilities and
                   Stockholders' Equity <F4>         $291,001                         $245,015
                                                     =========                        =========

            SPREAD ON INTEREST-BEARING FUNDS <F4>                              3.48%                            3.60%

            NET INTEREST INCOME AND NET
              YIELD ON INTEREST-EARNING ASSETS <F4>             $3,033         4.40%             $2,624         4.52%
                                                               ======== ============            ======== ============

<F4>  Based upon amortized cost of investment securities and includes 
      adjustment to interest income for the tax equivalent adjustment 
      on tax-exempt securities.

                                                 MINDEN BANCSHARES, INC. AND SUBSIDIARY
                                          Consolidated Net Interest Income and Average Balances
                                              Nine Months Ended September 30, 1997 and 1996
                                                                   (Thousands)

                                                                 1997                             1996
                                                     -------------------------------  -------------------------------
                                                      Average               Rate       Average               Rate
                                                      Balance  Interest (Annualized)   Balance  Interest (Annualized)
                                                     --------- -------- ------------  --------- -------- ------------
            ASSETS
            Interest Bearing Balances Due from Banks   $4,629     $154         4.45%    $1,874      $75         5.33%
            Federal Funds Sold                         18,645      754         5.41%    19,376      762         5.24%
            Investment Securities <F5>                104,424    4,860         6.22%    93,892    4,277         6.07%
            Federal Reserve Bank and
                Federal Home Loan Bank Stocks           1,219       60         6.58%     1,137       51         5.98%
            Loans                                     125,993    9,084         9.64%   106,523    7,773         9.72%
                                                     --------- --------               --------- --------
                 Total Interest-
                   Earning Assets                     254,910   14,912         7.82%   222,802   12,938         7.74%

            Allowance for Loan Losses                  (3,465)                          (3,398)
            Cash and Due from Banks                    10,574                            9,837
            Other Assets <F5>                           9,263                            8,799
                                                     ---------                        ---------
                 Total Assets                        $271,282                         $238,040
                                                     =========                        =========

            LIABILITIES

            Savings and Interest-
              Bearing Demand                          $78,916   $1,692         2.87%   $73,293   $1,570         2.85%
            Time Deposits                             114,258    4,477         5.24%    94,673    3,701         5.21%
                                                     --------- --------               --------- --------
                 Total Interest-
                   Bearing Deposits                   193,174    6,169         4.27%   167,996    5,271         4.18%

            Securities Sold Under
              Repurchase Agreements                     7,139      228         4.27%     6,558      213         4.33%
            Long-term Debt                                 90        6         8.91%       180       11         8.25%
                                                     --------- --------               --------- --------
                 Total Interest-
                   Bearing Liabilities                200,403   $6,403         4.27%   174,704   $5,495         4.19%


            Demand Deposits                            39,907                           36,463
            Other Liabilities                           1,682                            1,496
                                                     ---------                        ---------
                 Total Liabilities                    241,992                          212,663
                                                     ---------                        ---------

            STOCKHOLDERS' EQUITY
            Common Stockholders' Equity <F5>           29,290                           25,377
                                                     ---------                        ---------
                 Total Liabilities and
                   Stockholders' Equity              $271,282                         $238,040
                                                     =========                        =========

            SPREAD ON INTEREST-BEARING FUNDS                                   3.55%                            3.55%

            NET INTEREST INCOME AND NET
              YIELD ON INTEREST-EARNING ASSETS                  $8,509         4.46%             $7,443         4.45%
                                                               ======== ============            ======== ============

<F5>  Based upon amortized cost of investment securities and includes
      adjustment to interest income for the tax equivalent adjustment
      on tax-exempt securities.
</TABLE>
                
                     PART II - Other Information

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None               


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits


               11 Computation of earnings per share

               (This computation is provided in Note 4 to the
               Financial Statements on Page 8 and Page 9 under
               Management's Discussion and Analysis)

          (1)  27 Financial Data Schedule

     (b)  Reports on Form 8-K

         None 
         


                             SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


                         MINDEN BANCSHARES, INC.

                                                                      
                            
November 13, 1997          BY:s/ Jack E. Byrd, Jr.                         
                            -----------------------------
                            Jack E. Byrd, Jr.
                            President and CEO

                            
November 13, 1997          BY:s/ Robert W. Hines, Jr.                        
                            -----------------------------
                            Robert W. Hines, Jr.
                            Vice-President and
                            Chief Financial Officer

       

                       Financial Data Schedule



                             EXHIBIT 27


<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 
SEPTEMBER 30, 1997 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY 
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<EXCHANGE-RATE>                                      1
<CASH>                                          14,972
<INT-BEARING-DEPOSITS>                           5,511
<FED-FUNDS-SOLD>                                11,500
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    101,924
<INVESTMENTS-CARRYING>                          15,293
<INVESTMENTS-MARKET>                            15,685
<LOANS>                                        137,209
<ALLOWANCE>                                      3,561
<TOTAL-ASSETS>                                 289,539
<DEPOSITS>                                     249,007
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                              7,196
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                           775
<OTHER-SE>                                      30,520
<TOTAL-LIABILITIES-AND-EQUITY>                 289,539
<INTEREST-LOAN>                                  9,084
<INTEREST-INVEST>                                4,703
<INTEREST-OTHER>                                   908
<INTEREST-TOTAL>                                14,695
<INTEREST-DEPOSIT>                               6,169
<INTEREST-EXPENSE>                               6,403
<INTEREST-INCOME-NET>                            8,292
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  4,565
<INCOME-PRETAX>                                  5,594
<INCOME-PRE-EXTRAORDINARY>                       3,794
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,794
<EPS-PRIMARY>                                    13.53
<EPS-DILUTED>                                    13.53
<YIELD-ACTUAL>                                    4.46
<LOANS-NON>                                        377
<LOANS-PAST>                                       854
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                     73
<ALLOWANCE-OPEN>                                 3,306
<CHARGE-OFFS>                                      194
<RECOVERIES>                                       196
<ALLOWANCE-CLOSE>                                3,561
<ALLOWANCE-DOMESTIC>                             3,561
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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