ST LANDRY FINANCIAL CORP
10QSB, 1997-02-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                   FORM 10-QSB
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

              [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 1996

                                       OR

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

              For the transition period from _________ to _________



                         Commission File Number 0-25486


                        St. Landry Financial Corporation
        (Exact name of small business issuer as specified in its charter)

           Delaware                                       72-1284436
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

               Post Office Box 72, Opelousas, Louisiana 70571-0072
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (318) 942-5748
                (Issuer's telephone number, including area code)

         Check whether the issuer (1) filed all reports  required to be filed by
Section  13 or 15 of the  Securities  Exchange  Act of 1934  during  the past 12
months (or 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                No   X
    -----             -----

         State the number of shares  outstanding of each of the issuers  classes
of common equity, as of the latest practicable date:

Common Stock, par value $.01 per share                      459,093
- --------------------------------------        ----------------------------------
                Class                         (Outstanding at December 31, 1996)

Transitional Small Business Disclosure Format:

Yes                No   X
    -----             -----

<PAGE>

                        ST. LANDRY FINANCIAL CORPORATION

                                      INDEX

                                                                     Page Number

PART I.  FINANCIAL INFORMATION

         Item 1.  Consolidated Financial Statements


                  Consolidated Statement of Financial Condition,
                   September 30, 1996 and December 31, 1996               1

                  Consolidated Statement of Operations, Quarters
                   Ended December 31, 1995 and 1996                       2

                  Consolidated Statement of Changes in Stockholder's
                   Equity                                                 3

                  Consolidated Statement of Cash Flows,
                    Three months Ended December 31, 1995 and 1996        4-5

                  Notes to Consolidated Financial Statements              6

         Item 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                  7-13

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings                                      14

         Item 2.  Changes Upon Securities                                14

         Item 3.  Defaults Upon Senior Securities                        14

         Item 4.  Submission of Matters to a Vote of Security Holders    14

         Item 5.  Other Information                                      14

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

SIGNATURES                                                               15

<PAGE>



                        ST. LANDRY FINANCIAL CORPORATION
                              OPELOUSAS, LOUISIANA
                        STATEMENTS OF FINANCIAL CONDITION


<TABLE>
<CAPTION>
                                                     September 30,  December 31,
                                                         1996           1996
                                                     -------------  ------------
<S>                                                   <C>           <C>        
ASSETS
Cash and cash equivalents                             $   385,363   $   570,734
Investment securities - available for sale              1,773,450     1,825,679
Investment securities - held to maturity                  989,595       990,498
Mortgage-backed securities - available for sale         9,484,872     9,719,022
Mortgage-backed securities - held to maturity           2,854,260     2,780,557
Federal Home Loan Bank stock                              444,300       437,800
Loans receivable, net                                  39,856,672    40,300,321
Accrued interest receivable                               264,365       280,084
Foreclosed real estate, net of allowance                   97,827        71,537
Premises and equipment                                    605,178       628,591
Other assets                                              100,774        29,946
                                                      -----------   -----------
Total assets                                          $56,856,656   $57,634,769
                                                      ===========   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits                                            $41,985,963   $42,889,146
  Advances from Federal Home Loan Bank                  7,561,322     7,551,622
  Advances by borrowers for taxes and insurance            92,468        94,634
  Federal income taxes:
   Currently payable                                          ---           ---
   Deferred payable                                        37,127        66,591
  Accrued expenses and other liabilities                  476,528       205,981
                                                      -----------   -----------
Total liabilities                                      50,153,408    50,807,974
                                                      -----------   -----------
Stockholders' Equity:
  Common stock, $.01 par value, 1,500,000 shares
   authorized; 459,093 shares outstanding                   4,591         4,591
  Preferred stock, $.01 par value, 500,000 shares
   authorized; 0 shares outstanding                           ---           ---
  Additional paid in capital                            3,347,621     3,347,621
  Treasury Stock, 22,955 shares                          (350,561)     (350,561)
  Unearned ESOP shares                                   (228,624)     (228,624)
  Unearned Recognition and Retention Plan shares         (291,153)     (291,153)
  Retained Earnings                                     4,049,776     4,116,128
Net unrealized gain on available-for-sale securities      171,598       228,793
                                                      -----------   -----------
Total stockholders' equity                              6,703,248     6,826,795
                                                      -----------   -----------
Total liabilities and stockholders' equity            $56,856,656   $57,634,769
                                                      ===========   ===========
</TABLE>

                                        1

<PAGE>

                         ST LANDRY FINANCIAL CORPORATION
                              OPELOUSAS, LOUISIANA
                              STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                                    Quarter Ended December 31
                                                  -----------------------------
                                                    1995                 1996
                                                  --------             --------
<S>                                               <C>                <C>       
INTEREST INCOME
Loans receivable
  First mortgage loans                            $727,611           $  779,254
  Savings account loans                             14,141               11,909
  Consumer loans                                     9,980               19,391
Investment securities                               49,459               39,201
Mortgage-backed securities                         175,575              194,937
                                                  --------           ----------
        Total interest income                      976,766            1,044,692
                                                  --------           ----------
INTEREST EXPENSE
  Deposits                                         489,617              501,877
  Borrowed funds                                    45,891              104,610
        Total interest expense                     535,508              606,487
                                                  --------           ----------
        Net interest income                        441,258              438,205
                                                  --------           ----------
PROVISION FOR LOAN LOSSES                           20,000                   --
                                                  --------           ----------
        Net interest income after provision 
         for loan losses                           421,258              438,205
                                                  --------           ----------
NON-INTEREST INCOME
  Service charges and other fees                     3,647                5,210
  Insurance commissions                              6,525                6,168
  REO operations                                       286                   --
  Other                                                383                  181
                                                  --------           ----------
        Total non-interest income                   10,841               11,559
                                                  --------           ----------
NON-INTEREST EXPENSE
 General and administrative:
    Compensation and benefits                      178,831              180,716
    Occupancy and equipment                         30,116               31,605
    Marketing and other professional services       20,352               23,789
    Deposit insurance premium                       24,648               24,907
    Net loss (gain) on foreclosed real estate          ---                  689
    Real estate owned expense                          ---                1,297
    Other                                           40,795               84,409
                                                  --------           ----------
    Total non-interest expense                     294,742              347,412
                                                  --------           ----------
    Income before income taxes                     137,357              102,352
INCOME TAX EXPENSE                                  40,000               36,000
                                                  --------           ----------
NET INCOME                                        $ 97,357           $   66,352
                                                  ========           ==========
EARNINGS PER COMMON SHARE                            $0.23                $0.17
                                                     =====                =====
</TABLE>

See accompanying notes to unaudited consolidated financial statements

                                        2

<PAGE>

                         ST LANDRY FINANCIAL CORPORATION
                              OPELOUSAS, LOUISIANA
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                 Three Months Ended December 31,
                                                 -------------------------------
                                                      1995              1996
                                                    --------          --------
<S>                                                 <C>               <C>     
CASH FLOW FROM OPERATING ACTIVITIES
Net income                                          $ 97,357          $ 66,352
Adjustments to reconcile net income to net
 cash provided by operating activities:
   Amortization of premiums and discounts on loans
    and mortgage-backed and related securities         9,455             9,726
   Provision for loan losses                          20,000                --
   Deferred loan fees                                   (884)            1,670
   Depreciation of premises and equipment              6,000             7,800
   Net loss(gain) on sale of real estate owned           690                --
   Net gain on fixed assets                               --                --
   (Increase) decrease in accrued interest
     receivable                                      (25,016)          (15,719)
   (Increase) decrease in other assets                30,816            70,828
   Increase (decrease) in income taxes payable        85,909                --
   Increase (decrease) in accrued expenses
    and other liabilities                             (8,603)         (270,547)
                                                    --------          --------
      Net cash provided (used) by operating
       activities                                    215,034          (129,200)
                                                    --------          --------
CASH FLOW FROM INVESTING ACTIVITIES
Loan originations net of principal repayments       (936,304)         (420,638)
Maturity of investment securities - held to
 maturity                                                 --                --
Purchase of Federal Home Loan Bank stock               6,600             6,500
Purchase of mortgage-backed securities-available
 for sale                                                 --          (510,410)
Principal repayments of mortgage-backed
 securities-available for sale                       346,836           304,966
Principal repayments of mortgage-backed
 securities-held to maturity                         212,424            73,425
Investment in foreclosed real estate                  (2,655)           (6,958)
Proceeds from sale of real estate                         --             3,250
Purchases of premises and equipment                  (83,872)          (31,213)
                                                   ---------          --------
      Net cash provided (used) by investing
       activities                                   (456,971)         (581,078)
                                                   ---------          --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits                $(267,945)         $903,183
Increase (decrease) in advances from FHLB            561,905            (9,700)
Increase (decrease) in mortgage escrow funds          (8,258)            2,166
Proceeds from sale of common stock                        --                --
Purchase of treasury stock                                --                --
Cash dividend paid                                        --                --
                                                   ---------          --------
      Net cash provided (used) by financing
       activities                                    285,702           895,649
                                                   ---------          --------
NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                                 43,765           185,371
CASH AND CASH EQUIVALENTS, beginning of period      140,139            140,139
                                                   ---------          --------
CASH AND CASH EQUIVALENTS, end of period             183,904           325,510
                                                   =========          ========
</TABLE>

                                        3

<PAGE>

                         ST LANDRY FINANCIAL CORPORATION
                              OPELOUSAS, LOUISIANA
                            STATEMENTS OF CASH FLOWS



                                             Three Months Ended December 31,
                                             -------------------------------
                                                1995                1996
                                              --------            --------
SUPPLEMENTAL SCHEDULE OF NONCASH
 INVESTING ACTIVITIES

Loans originated to facilitate the sale of
  real estate owned                           $     --             $ 29,250
                                              ========             ========

Loan principal reductions resulting from 
  foreclosures on real estate owned           $ 95,443             $     --
                                              ========             ========

Increase in unrealized gain (loss) on 
  securities available-for-sale, net of 
  applicable deferred income taxes            $ 59,599             $ 57,195
                                              ========             ========

SUPPLEMENTAL SCHEDULE OF INTEREST
  AND TAXES PAID

Interest paid                                 $542,114             $619,093
                                              ========             ========

Taxes paid                                    $     --             $     --
                                              ========             ========

See accompanying notes to unaudited consolidated financial statements

                                        4

<PAGE>

                         ST LANDRY FINANCIAL CORPORATION
                              OPELOUSAS, LOUISIANA
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                                                December 31, 1996
                                            ----------------------------------------------------------------------------------------
                                                                                       Unallocated                        Total
                                             Common      Treasury     Retained    -----------------------  Unrealized  Shareholders'
                                             Stock        Stock       Earnings    ESOP Shares  RRP Shares  Gain (Loss)    Equity
                                            ---------    --------    ----------   -----------  ----------  -----------   ---------
<S>                                         <C>          <C>          <C>          <C>          <C>          <C>         <C>      
Balance October 1, 1996                     3,352,212    (350,561)    4,049,776    (228,624)    (291,153)    171,598     6,703,248

Net change in unrealized gain (loss) on
  available-for-sale securities                    --         --             --          --           --      57,195        57,195

Net income for the three months
 ended December 31, 1996                           --         --         66,352          --           --      66,352        66,352
                                            ---------    --------     ---------    --------     --------     -------     ---------

Balance December 31, 1996                   3,352,212    (350,561)    4,116,128    (228,624)    (291,153)    228,793     6,826,795
                                            =========    ========     =========    ========     ========     =======     =========
</TABLE>


                                        5

<PAGE>

                        ST. LANDRY FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1--Basis of Presentation

The  financial  statements  included in this  report  have been  prepared by St.
Landry  Financial   Corporation  (the  "Company")  pursuant  to  the  rules  and
regulations of the Securities and Exchange  Commission for interim reporting and
include all adjustments  which are, in the opinion of management,  necessary for
fair  presentation.  These  financial  statements  have not been  audited  by an
independent accountant.

         Certain information and note disclosures normally included in financial
statements in accordance with generally accepted accounting principles have been
condensed  or omitted  pursuant to such rules and  regulations.  It is suggested
that  these  financial  statements  be read in  conjunction  with the  financial
statements  and notes  presented  in Form 10-KSB filed for the fiscal year ended
September  30,  1996.  St.  Landry  Financial   Corporation  believes  that  the
disclosures are adequate to make the information  presented not misleading.  The
financial data and results of operations for the interim  periods  presented may
not necessarily reflect the results to be anticipated for the complete year.


NOTE 2--Earnings Per Share

         For  purpose of  calculating  earnings  per common  share the  weighted
average  number of shares  outstanding,  excluding  unallocated  ESOP shares and
unallocated  Recognition  and  Retention  Plan  shares,  was used.  The weighted
average number of shares  outstanding for the period ended December 31, 1996 was
426,024  (459,093  of  outstanding  shares  reduced by 33,069  unallocated  ESOP
shares).  The weighted average number of shares outstanding for the period ended
December 31, 1996 presented was 389,196  (436,138 of the weighted average number
of  outstanding  shares  reduced by 28,578  unallocated  ESOP  shares and 18,364
unallocated Recognition and Retention Plan shares).



                                        6

<PAGE>



ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

GENERAL

         The principle  business of the Company is that of a  community-oriented
financial  intermediary  attracting  deposits from the general  public and using
such deposits to originate one-to-four family residential loans, and to a lesser
extent,  commercial real estate,  one-to-four family construction,  multi-family
and consumer loans. These funds have also been used to purchase  mortgage-backed
securities,  U.S.  government  and  agency  obligations  and  other  permissible
securities.

         The  Company's  results of operations  are  dependent  primarily on net
interest income,  which is the difference  between the income earned on its loan
and  investment  portfolios  and the interest  paid on deposits and  borrowings.
Results of operations are also  dependent upon the Company's  provision for loan
losses,  the level of  non-interest  income,  including  fee income and  service
charges,  and  the  level  of  its  non-interest  expenses,  including  employee
compensation,  occupancy expenses,  federal insurance premiums and other general
and  administrative  expenses.  The  Company's  results of  operations  are also
significantly   affected  by  general   economic  and  competitive   conditions,
particularly  changes in  interest  rates,  government  policies  and actions of
regulatory authorities.

         The  Company's  cost of  funds  is  influenced  by  interest  rates  on
competing  investments and general market rates of interest.  Lending activities
are  influenced  by the demand for real  estate  loans and other types of loans,
which is in turn  affected by the  interest  rates at which such loans are made,
general economic conditions affecting loan demand, the availability of funds for
lending activities, and changes in real estate values.

FINANCIAL CONDITION

         The Company's  total assets were $56.9 million at September 30, 1996 as
compared to $57.6 million at December 31, 1996. The 1.0% increase in assets over
the  three  month  period  is  a  direct  result  of  increased  cash  and  cash
equivalents,  loan originations  exceeding principal repayments and purchases of
mortgage backed securities.

         Net loans  receivable  increased  by  $444,000  from  $39.8  million at
September 30, 1996 to $40.3  million at December 31, 1996.  The increase was due
to an increase in  originations,  in  conjunction  with a decrease in  principal
repayments.

         Total investment  securities  increased by $53,000 from $2.7 million at
September 30, 1996 to $2.8 million at December 31, 1996. The increase was due to
an increase in the unrealized gain on investment  securities-available  for sale
totaling  $52,000  and a  $1,000  accretion  of  discounts  paid  on  investment
securities.  The total gain in stock in Federal Home Loan  Mortgage  Corporation
was $413,000 and the loss on stock in  adjustable  rate  mortgage  portfolio was
$2,000, which is included in investment securities-available for sale.


                                        7

<PAGE>



         The  Association  experienced  a $160,000  increase in  mortgage-backed
securities  during the three month period ending  December 31, 1996.  Unrealized
losses recorded in the mortgage-backed  securities-available  for sale portfolio
amounted to $98,000 and $64,000,  for  September 30, 1996 and December 31, 1996,
respectively.  The loss  declined  by  $34,000  over  the  three  month  period.
Additional  mortgage-backed securities were purchased totalling $510,000, during
the period, partially offset by principal repayments,  amortization of premiums,
and accretion of discounts.

         Deposits increased by $903,000 from $41.9 million at September 30, 1996
to $42.8 million at December 31, 1996. The increase was due to additional monies
deposited  in  time  deposit  certificates   emphasizing  six  to  twelve  month
maturities.

         Federal Home Loan Bank  advances  remained  constant at $7.5 million at
September 30, 1996 and at December 31, 1996. Borrowing proceeds are used to fund
a portion of loan originations, and purchase mortgage-backed securities.

         Total  stockholders'  equity  increased by $123,000 from  $6,703,000 at
September  30, 1996 to  $6,827,000  at December 31, 1996.  Stockholders'  equity
increased  by  $57,000,  as a result  of an  after-tax  net  unrealized  gain on
investment     securities-available     for     sale     and     mortgage-backed
securities-available  for sale. In addition to the unrealized  gain reflected in
equity,  net income for the three month  period  increased  total  stockholders'
equity by $66,000.


ASSET QUALITY

Non-performing Loans and Investments in Real Estate

         The table below sets forth the amounts and categories of non-performing
assets in the Company's  loan  portfolio,  rounded to the  thousands.  Loans are
placed on non-accrual  status when the collection of principal  and/or  interest
becomes  doubtful.  At the dates  presented,  the Company had no accruing  loans
which  were  contractually  past  due 90  days  or  more  and no  troubled  debt
restructuring (which involve forgiving a portion of interest or principal on any
loans or making  loans at a rate  materially  less  than that of market  rates).
Foreclosed assets include assets acquired in settlement loans.


                                        8

<PAGE>


                                         September 30,            December 31,
                                             1996                     1996
                                         -------------            ------------
Non-Performing Assets
Non-accruing loans:
  One-to four-family                         $623                     $522
  Consumer                                    184                      148
Total                                         807                      670

Foreclosed assets:
  One-to four-family                          131                      105

Total non-performing assets                   938                      775

Total as a percentage of
  total assets                               1.65%                    1.34%


         Non-performing assets decreased by $163,000 over the three month period
ended December 31, 1996, due to a decline in non-accruing  loans of $137,000 and
a decrease of $26,000 in real estate owned.

Allowance for Losses on Loans and Real Estate Owned

         The  allowance for loan losses is  established  through a provision for
loan losses based on  management's  evaluation  of the risk inherent in its loan
portfolio and changes in the nature and volume of its loan  activity,  including
those  loans  which  are  being  specifically  monitored  by  management.   Such
evaluation,  which includes a review of loans for which full  collectibility may
not be reasonably  assured,  considers  among other matters,  the estimated fair
value of the underlying  collateral,  economic conditions,  historical loan loss
experience  and other  factors that  warrant  recognition  in  providing  for an
adequate loan loss allowance.

         Real estate  properties  acquired  through  foreclosure are recorded at
lower of cost or fair value, less estimated  disposition costs. If fair value at
the date of  foreclosure  is lower than the  balance of the  related  loan,  the
difference  will be  charged-off to the allowance for loan losses at the time of
transfer.  Valuations  are  periodically  updated by management and if the value
declines,  a specific  provision for losses on such property is established by a
charge to operations.

         The Company's  allowance for loan losses totaled $580,000 and $556,000,
for September 30, 1996 and December 31, 1996,  respectively.  Allowance for loan
losses as a percentage  of net loans  receivable  equaled 1.46% at September 30,
1996 and 1.38% at December 31, 1996.



                                        9

<PAGE>



RESULTS OF OPERATIONS

Comparison of Operating Results for the Quarters Ended December 31, 1995
and 1996

         General.  The Company  had net income of $97,000  for the three  months
ended  December  31,  1995,  as compared to $66,000 for the three  months  ended
December 31, 1996. The decrease in net income of $31,000 was primarily due to an
increase in total non-interest  expense of $53,000.  This increase was partially
offset by an increase in net  interest  income of $17,000,  an increase in total
non-interest income of $1,000 and a decrease in income taxes of $4,000.

         Interest Income. Interest income increased by $68,000 from $977,000 for
the three months  ended  December  31, 1995 to  $1,045,000  for the three months
ended December 31, 1996. The $68,000  increase was due primarily to the increase
in loans  receivable of approximately  1.6 million,  resulting in an increase in
interest on loans of  $59,000.  The  increase  of $19,000 in interest  earned on
mortgage backed securities was due to an increase of $1.0 million. This increase
was  partially  offset by a decrease of $10,000 on investment  securities  which
decreased by $330,000 over the comparable periods.

         Interest  Expense.  Interest expense increased by $70,000 from $536,000
for the three  months  ended  December 31, 1995 to $606,000 for the three months
ended December 31, 1996.  This was due primarily to the increased cost of funds.
Cost of funds increased  because of increased  Federal Home Loan Bank borrowings
outstanding during the three months at a cost higher than deposit accounts,  and
the overall increase in interest rates paid on deposits as compared to the prior
year. Total interest-bearing liabilities increased from $46.2 million during the
three months ended  December 31, 1995 to $50.6 million at December 31, 1996. The
weighted  average  cost of funds was 4.70% and 4.95% at  December  31,  1995 and
1996, respectively.  Consequently,  increased interest-bearing  liabilities,  in
conjunction with increased  funding cost,  caused an incline of interest expense
for the quarter  ended  December  31,  1996,  as  compared to the quarter  ended
December 31, 1995.

         Net Interest  Income.  The Company's  net income is dependent  upon net
interest  income.  Net interest  income is the  difference  between the yield on
interest-earning  assets  and the  cost  of  interest-bearing  liabilities.  Net
interest  income  decreased  by $3,000 from  $441,000 for the three months ended
December 31, 1995 to $438,000 for the three months ended  December 31, 1996. The
decrease  was due to the  increase in the cost of  interest-bearing  liabilities
which was in excess of increased earnings in interest-earning assets.

         Provision  for Loan Losses.  The  provision for loan losses was $20,000
for the three months ended  December 31,  1995.  Additional  provision  for loan
losses was not deemed  necessary  for the three months ended  December 31, 1996.
Non-performing  assets were $938,000 and $775,000 at December 31, 1995 and 1996,
respectively.  Non-performing  assets as a percentage of total assets were 1.65%
and 1.34% at December 31, 1995 and 1996, respectively.

         Management  and the Board of  Directors  review  the loan loss  reserve
monthly to determine  sufficiency.  The allowance for loan losses is established
through a provision for loan losses based on management's evaluation of the risk
inherent in its loan portfolio and changes

                                       10

<PAGE>



in the nature and volume of its loan activity,  including  those loans which are
being specifically  monitored by management.  Such evaluation,  which includes a
review of loans for which full  collectibility  may not be  reasonably  assured,
considers  among  other  matters,  the  estimated  fair value of the  underlying
collateral,  economic  conditions,  historical  loan loss  experience  and other
factors  that  warrant  recognition  in  providing  for an  adequate  loan  loss
allowance.

         Non-interest  Income.  Non-interest  income  increased  by $1,000  from
$11,000 for the quarter ended December 31, 1995 to $12,000 for the quarter ended
December 31, 1996.  The increase was due to more service  charges and  partially
offset by a decrease in insurance commissions and REO operations.

         Non-interest  Expense.  Total non-interest expense increased by $53,000
from  $295,000 for the three months ended  December 31, 1995 to $348,000 for the
three  months  ended  December  31,  1996.  There  were  increases  in  employee
compensation of $2,000,  occupancy and equipment of $1,000,  marketing and other
professional  services of $4,000, real estate owned of $2,000 and other expenses
of $43,000.  The increase in other  expenses was due  primarily to an additional
$26,000 in property taxes as a result of being a stock company.

         Income Tax  Provision.  Income tax expense  decreased by $4,000 for the
quarter ended  December 31, 1996 as compared to the quarter  ended  December 31,
1995 due to a decrease in pre-tax income.

Liquidity and Capital Resources

         The  Company's  primary  sources  of funds  are  deposits,  borrowings,
principal  and  interest  payments  on loans,  mortgage-backed  securities,  and
investment securities. In the event that the Company should require funds beyond
its  ability  to  generate  them  internally,  additional  sources  of funds are
available through the use of FHLB advances.  While scheduled loan repayments and
maturing  investments are relatively  predictable,  deposit flows and early loan
repayments are more influenced by interest rates,  general  economic  conditions
and competition.

         Federal  regulations  have  required  the Company to  maintain  minimum
levels of liquid  assets.  The required  percentage has varied from time to time
based upon  economic  conditions  and savings  flows and is  currently 5% of net
withdrawable savings deposits and borrowings payable on demand or in one year or
less during the  preceding  calendar  month.  Liquid assets for purposes of this
ratio  include  cash,  certain  time  deposits,   government  agency  and  other
securities and obligations  generally having  remaining  maturities of less than
five years. The Association's  most liquid assets are cash and cash equivalents,
short-term investments and mortgage-backed and related securities. The levels of
these assets are dependent on the Company's  operating,  financing,  lending and
investing activities during any given period. At September 30, 1996 and December
31, 1996  liquidity  eligible  assets  totaled  $3.2  million and $3.6  million,
respectively.  At those same dates, the Association's liquidity ratios were 6.5%
and 7.2%, respectively,  all in excess of the 5% minimum regulatory requirement.
Management  anticipates a somewhat lower liquidity ratio in future periods,  due
to funding needs for outstanding loan commitments.


                                       11

<PAGE>



         The Association uses its liquid  resources  principally to meet ongoing
commitments,  to fund maturing  certificates of deposit and deposit withdrawals,
to invest, to fund existing and future loan commitments,  to maintain  liquidity
and to meet  operating  expenses.  At  December  31,  1996 the  Association  had
outstanding commitments to extend credit which amounted to $358,000.  Management
believes  that loan  repayments  and other  sources of funds will be adequate to
meet the Association's foreseeable liquidity needs.

         At December 31, 1996, the Company had $26.3 million in  certificates of
deposit due within one year and $11.4 million in other deposits without specific
maturity. Based on past experience, management expects that most of the deposits
will be retained or replaced by new deposits.

Capital

         Federally  insured  savings  associations,  such as First Federal,  are
required  to  maintain  a  minimum  level  of  regulatory  capital.  The OTS has
established  capital  standards,  including a tangible  capital  requirement,  a
leverage  ratio  (or  core  capital)   requirement  and  a  risk-based   capital
requirement applicable to such savings associations.  These capital requirements
must be  generally  as  stringent as the  comparable  capital  requirements  for
national  banks.  The OTS is also  authorized to impose capital  requirements in
excess of these standards on individual associations on a case-by-case basis.

         The following table sets forth First Federal's  compliance with each of
its capital requirements as of December 31, 1996 (dollars in thousands).

                       Current Capital  Actual Association
                         Requirement          Capital        Capital Excess
                       --------------     --------------     --------------
                       Amount      %      Amount      %      Amount      %
                       ------    ----     ------    ----     ------    ----
Tangible Capital         861     1.50%    5,577     9.71%    4,716     8.21%

Core Capital           1,722     3.00%    5,577     9.71%    3,855     6.71%

Risk-Based Capital     2,551     8.00%    5,914    18.55%    3,363    10.55%

         Tangible and core capital  figures are  determined  as a percentage  of
total adjusted assets; risk-based capital figures are determined as a percentage
of risk-weighted assets in accordance with OTS regulations.

         Total capital includes general loan loss reserves of $337,000.

         The OTS and the Federal  Deposit  Insurance  Corporation are authorized
and,  under certain  circumstances  required,  to take certain  actions  against
associations  that fail to meet  capital  requirements.  Effective  December 19,
1992, the federal banking  agencies,  including OTS, have been given  additional
enforcement authority over undercapitalized depository institutions.  The OTS is
generally   required  to  take  action  to  restrict   the   activities   of  an
"undercapitalized  association"  (generally  defined  to be one with  less  than
either a 4% core ratio, a Tier 1 risked-

                                       12

<PAGE>



based capital ratio or an 8% risk-based  capital  ratio).  Any such  association
must  submit a capital  restoration  plan and until such plan is approved by the
OTS may not increase its assets, acquire another institution, establish a branch
or  engage  in  any  new   activities,   and  generally  may  not  make  capital
distributions.  The OTS is  authorized  to impose the  additional  restrictions,
discussed  below,   that  are  applicable  to   significantly   undercapitalized
associations.

         Any savings  association  that fails to comply with its capital plan or
is  "significantly  undercapitalized"  (i.e.,  Tier 1 risk-based or core capital
ratios of less than 3% or a  risk-based  capital  ratio of less than 6%) must be
subject to one or more additional  specified actions and operating  restrictions
mandated  by  federal  law.  First  Federal  is  considered  a well  capitalized
institution based upon its capital ratios at December 31, 1996.



                                       13

<PAGE>



PART II--OTHER INFORMATION

Item 1.  Legal Proceedings

         There are no  material  legal  proceedings  to which the Company or the
Association  is  party  to or  of  which  any  of  their  property  is  subject.
Occasionally, the Association is involved in legal proceedings incidental to its
business.

Item 2.  Changes in Securities

         Not Applicable

Item 3.  Defaults Upon Senior Securities

         Not Applicable

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

         Not Applicable

Item 5.  Other Information

         Not Applicable

Item 6.  Exhibits and Report on Form 8-K

         (a) Exhibits

                 Not Applicable

         (b) Reports on Form 8-K

                 Not Applicable


                                       14

<PAGE>




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 thereunto duly authorized.

         St. Landry Financial Corporation
                    (Registrant)




Date:  February 13, 1997                            /s/ Wayne McK Gilmore
                                                    ----------------------------
                                                    Wayne McK. Gilmore
                                                    President

Date:  February 13, 1997                            /s/ Kathryn Chelette
                                                    ----------------------------
                                                    Kathryn Chelette
                                                    Controller



                                       15


<TABLE> <S> <C>


<ARTICLE> 9
<LEGEND>
THE SCHEDULE  CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT ON FORM 10-KSB FOR THE YEAR ENDED  SEPTEMBER 30, 1996 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>          1
       
<S>                                                 <C>
<PERIOD-TYPE>                     3-MOS
<FISCAL-YEAR-END>                                    SEP-30-1996
<PERIOD-END>                                         DEC-31-1996
<CASH>                                                   302,582
<INT-BEARING-DEPOSITS>                                   268,152
<FED-FUNDS-SOLD>                                               0
<TRADING-ASSETS>                                               0
<INVESTMENTS-HELD-FOR-SALE>                           11,544,701
<INVESTMENTS-CARRYING>                                         0
<INVESTMENTS-MARKET>                                           0
<LOANS>                                               40,300,321
<ALLOWANCE>                                              555,975
<TOTAL-ASSETS>                                        57,634,769
<DEPOSITS>                                            40,300,321
<SHORT-TERM>                                           6,400,000
<LIABILITIES-OTHER>                                      367,206
<LONG-TERM>                                            1,179,264
                                          0
                                                    0
<COMMON>                                               2,481,874
<OTHER-SE>                                             4,344,921
<TOTAL-LIABILITIES-AND-EQUITY>                        57,634,769
<INTEREST-LOAN>                                          810,554
<INTEREST-INVEST>                                        234,138
<INTEREST-OTHER>                                               0
<INTEREST-TOTAL>                                       1,044,692
<INTEREST-DEPOSIT>                                       501,877
<INTEREST-EXPENSE>                                       104,610
<INTEREST-INCOME-NET>                                    438,205
<LOAN-LOSSES>                                                  0
<SECURITIES-GAINS>                                             0
<EXPENSE-OTHER>                                          347,412
<INCOME-PRETAX>                                          102,352
<INCOME-PRE-EXTRAORDINARY>                               102,352
<EXTRAORDINARY>                                                0
<CHANGES>                                                      0
<NET-INCOME>                                              66,352
<EPS-PRIMARY>                                                .17
<EPS-DILUTED>                                                .17
<YIELD-ACTUAL>                                                 0
<LOANS-NON>                                              549,576
<LOANS-PAST>                                             836,794
<LOANS-TROUBLED>                                               0
<LOANS-PROBLEM>                                                0
<ALLOWANCE-OPEN>                                         580,358
<CHARGE-OFFS>                                             24,383
<RECOVERIES>                                                   0
<ALLOWANCE-CLOSE>                                        555,975
<ALLOWANCE-DOMESTIC>                                           0
<ALLOWANCE-FOREIGN>                                            0
<ALLOWANCE-UNALLOCATED>                                        0
        


</TABLE>


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