SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            Form 10-K

      Annual Report Pursuant to Section 13 or 15(d) of the
             Securities Exchange Act of 1934 for the
               Fiscal Year Ended December 31, 1996

     One American Corp                       0-12437
(Exact name of registrant as            (Comm. File No.)
 specified in its charter)

            Louisiana                     72-0948181
(State or other jurisdiction of         (I.R.S. Employer
Incorporation or Organization)          Identification No.)


2785 LA Hwy 20 West
P.O. Box 550
Vacherie, Louisiana                               70090-0550
(Address of principal executive offices)          (Zip Code)
Registrant's Telephone Number, including area code:(504)265-4061

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

                  Common Stock, $5.00 Par Value
                        (Title of Class)
                                
     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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  __ .

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [   ]

     State the aggregate market value of the voting stock held by
non-affiliates of the registrant:  $31,800,110.00 (1,025,810
Shares @ $31.00 per share)*

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.

                                   1                                       
<PAGE>
     Common stock $5 Par Value, 1,351,615 shares outstanding as
of March 13, 1997.

               Documents Incorporated by Reference

      Document                           Part of Form 10-K

Definitive Proxy Statement for 1997     Part I and Part III
Annual Meeting of Stockholders

*For purposes of the computation, shares (325,805) owned by
executive officers, directors and 5% shareholders have been
excluded.

                                   2
<PAGE>
                             Part I

Item 1    Description of Business                             4
          Supplemental Financial Information:
          Average Balance Sheets and Interest Yield Analysis 10
          Interest Differential                              10
          Securities Portfolio                               11
          Loan Portfolio                                     11
          Non-Performing Loans                               11
          Summary of Loan Loss Experience                    11
          Deposits                                           12
          Return on Equity and Assets                        12

Item 2    Description of Properties                          12

Item 3    Legal Proceedings                                  13

Item 4    Submission of Matters to a Vote of Security Holders13

                             Part II

Item 5    Market for the Registrant's Common Stock
               and Related Security Holder Matters           14

Item 6    Selected Financial Data                            15

Item 7    Management's Discussion and Analysis of
               Financial Condition and Results of Operation  17

Item 8    Financial Statements and Supplementary Data        38

Item 9    Disagreements on Accounting and Financial
               Disclosures                                   63

                            Part III

Item 10   Directors and Executive Officers
               of the Registrant                             63

Item 11   Executive Compensation                             63

Item 12   Security Ownership of Certain Beneficial
               Owners and Management                         63
Item 13   Certain Relationships and Related Transactions     63

                             Part IV

Item 14   Exhibits, Financial Statement Schedules
               and Reports On Form 8-K                       63
          Signatures                                         64
                             Part I

                                   3
<PAGE>
Item 1.   Business

The Registrant

     One American Corp., (the "Company") was incorporated in
Louisiana on May 14, 1982.  At a special meeting on December 14,
1982, the stockholders of First American Bank and Trust, (the
"Bank") approved a Joint Agreement of Merger and Plan of
Reorganization by and among the Bank, First American Interim
Bank, ("FAIB") and One American Corp.  On January 21, 1983, the
Bank was merged into FAIB and the surviving Bank, First American
Bank and Trust became a wholly-owned subsidiary of the Company
through a one-for-one exchange for all of the outstanding common
stock (150,000 shares) of the Bank.  The reorganization has been
accounted for as a pooling-of-interests.  The Company is now
engaged, through its subsidiary, in the banking business.  The
Bank is the Company's principal asset and primary source of
revenue.

     On July 14, 1983, One American Agency, Inc. (the "Agency")
was incorporated under the laws of the State of Louisiana.  The
Agency issued all of its outstanding common stock (100 shares) to
the Company, and became a wholly-owned subsidiary of the Company.
Through its subsidiary, the Company is now engaged in the
insurance agency business.  The Agency is neither the Company's
principal asset, nor a primary source of revenue.

The Bank

     The Bank (formerly Bank of Vacherie) was incorporated under
the laws of the State of Louisiana on December 3, 1910, and was
licensed by the Louisiana State Banking Department and commenced
operations as a Louisiana State chartered bank on February 11,
1911.  The name of the bank was changed from Bank of Vacherie to
First American Bank and Trust on January 17, 1978.  The Bank's
securities consist of one class of common stock of which there
were 150,000 shares held 100% by its parent, the Company, as of
March 13, 1997.

     The Bank presently has a main office at LA Highway 20 West,
Vacherie, St. James Parish, Louisiana, and fifteen branch
offices.  Four branches are located in St. James Parish in the
cities of Vacherie (2), Gramercy, and Lutcher.  One branch is
located in Lafourche Parish in the city of Thibodaux.  Five
branches are located in St. Charles Parish in the cities of
Boutte, Des Allemands, Luling, Norco, and St. Rose (2).  Two
branches are located in Jefferson Parish, one in the city of
Kenner, the other in Metairie.  One branch is located in St. John
Parish in the city of LaPlace.  One branch is located in
Tangipahoa, Parish in the city of Hammond.  The branches located
in St. James Parish were approved on July 9, 1969, November 11,
1974, July 30, 1979, April 16, 1984, respectively, by the

                                   4
<PAGE>
Commissioner of Financial Institutions of the State of Louisiana
and by the Federal Deposit Insurance Corporation.  The Thibodaux
branch was approved on July 7, 1988, by the Commissioner of
Financial Institutions of the State of Louisiana, and on July 5,
1988, by the Federal Deposit Insurance Corporation.  The five
branches located in St. Charles Parish were acquired from the
Federal Deposit Insurance Corporation on November 2, 1989, and
were approved on this date by the Commissioner of Financial
Institutions of the State of Louisiana, and the Federal Deposit
Insurance Corporation.  The two branches located in Jefferson
Parish were acquired from the Federal Deposit Insurance
Corporation on February 14, 1991, and were approved on this date
by the Commissioner of Financial Institutions of the State of
Louisiana, and the Federal Deposit Insurance Corporation.  The
one branch located in St. John Parish was acquired from the
Resolution Trust Corporation on August 26, 1994, and was approved
on this date by the Commissioner of Financial Institutions of the
State of Louisiana, and the Federal Deposit Insurance
Corporation.  The one branch located in Tangipahoa Parish was
acquired from First American Bank of Tangipahoa on September 23,
1996 , and was approved on this date by the Commissioner of
Financial Institutions of the State of Louisiana, and the Federal
Deposit Insurance Corporation.

     The Bank is engaged in primarily the same business
operations as any independent commercial bank, with special
emphasis in retail banking, including the acceptance of checking
and saving deposits, and the making of commercial, real estate,
personal, home improvement, automobile and other installment and
term loans.  The Bank also offers, among services, travelers'
cheques, safe deposit boxes, note collection, escrow and other
customary bank services to its customers, with the exception of
trust services.  In addition, the Bank offers drive-up teller
services, automated teller machines and night depository
facilities.  First American Bank and Trust is insured under the
Federal Deposit Insurance Act; but, is not a member of the
Federal Reserve System.
     The three main areas in which the Bank has directed its
lending activity are (1) real estate loans; (2) loans to
individuals for household, family and other consumer
expenditures; and (3) commercial loans.  As of December 31, 1996,
these three categories accounted for approximately 80.1%, 9.9%
and 9.8%, respectively, of the Bank's loan portfolio.  (See Note
E in the 1996 Form 10-K section titled "Financial Statements and
Supplementary Data" for a detailed analysis of the loan
portfolio.)

     The majority of the Bank's deposits are from individuals,
farmers, and small business-related sources.  The average deposit
balance is relatively small.  This makes the Bank less subject to
the adverse effects from the loss of a substantial depositor who
may be seeking higher yields in other markets, or have need of
money on deposit in the Bank.  In addition to the deposits
mentioned above, the Bank is a depository for some governmental

                                   5
<PAGE>
agencies.  The time deposit and money market balances of all
State and Political Subdivisions were $7.1 million, interest
bearing demand deposits of $6.2 million, and non-interest bearing
demand deposits of $1.4 million as of December 31, 1996.  These
depositors are considered by management to be important to the
Bank.  Although no agreement or understanding exist between these
customers and the Bank, management has no reason to believe that
these time deposit balances will substantially decrease or
increase.  In connection with the deposits of these State and
Political Subdivisions, the Bank is required to pledge securities
to secure such deposits (except for the first $100,000 of such
deposits, which is insured by the Federal Deposit Insurance
Corporation).

     As of December 31, 1996, the Bank had 13,751 demand deposit
accounts with a total balance of $45.9 million; 1,263 NOW and
Super NOW accounts with a total balance of $24.3 million; 2,584
Insured Money Market Accounts with a balance of $56.5 million;
13,758 savings accounts with a total balance of $32.2 million;
and 6,390 other time deposit accounts with a total balance of
$91.8 million.

     There are no securities held by the Bank that are subject to
repurchase agreements.

     The Bank holds no patents, registered trademarks, licenses
(other than licenses required to be obtained from appropriate
bank regulatory agencies), franchises or concessions.  There has
been no significant change in the kinds of services offered by
the Bank during the last three fiscal years.

     The Bank has not engaged in any research activities relating
to the development of new services or the improvement of existing
services except in the normal course of the business activities.
The Bank presently has no plans for any new line of business
requiring the investment of a material amount to total assets.

     Most of the Bank's business originates from within the
parishes of St. James, St. Charles, Jefferson, Lafourche, St.
John, and Tangipahoa Louisiana; however, some business is
obtained from the parishes immediately surrounding these
parishes.  There has been no material effect upon the Bank's
capital expenditures, earnings, or competitive position as a
result of federal, state, or local environmental regulations.

The Agency

     The Agency was incorporated under the laws of the State of
Louisiana on July 14, 1983.  The Agency was approved and began
operations on November 25, 1983. The Agency's securities consist
of one class, common stock, of which there were 100 shares held
100% by its parent, One American Corp., as of  March 13, 1997.
     The Agency operates out of the main office of the Bank at LA
Highway 20 West, Vacherie, St. James Parish, Louisiana.

                                   6
<PAGE>
     The Agency provides general insurance agent services for the
Company and its subsidiaries.  The Agency also provides agent
services in relation to credit life and accident and health
insurance that is directly related to the extension of credit of
other financial services of the Bank.

Competition

     The Company's general market area contains approximately 138
thousand households. It's primary market place consists of St.
James Parish, St. John Parish, St. Charles Parish, the northern
portion of Lafourche Parish, the east bank of the Mississippi
river in Jefferson Parish, and the south central portion of
Tangipahoa Parish, all located in Louisiana.  These parishes have
experienced little population growth over the last several years.

     In the primary market area, there are several banks and
branches of savings and loan institutions aggressively pursuing
loans, deposits and other accounts.

     Interest rates on loans made and deposits received were
mostly deregulated by law in 1983, but are substantially the same
among banks operating in the area served.  Competition among
banks for loan customers is generally governed by such factors as
loan terms other than interest charges, restrictions on borrowers
and compensating balances, and the services offered by the bank.
Competition for deposits is governed primarily by the services
offered, including convenience of location.

     In addition federal regulations have significantly broadened
the powers of savings and loan institutions with the result that
such institutions may now engage in certain activities formerly
permitted only to banks.  The Company has experienced no major
effects from this legislation at this time.

Employees

     The Company has approximately 148 full time employees, and
14 part-time employees.  Management considers its relationship
with the employees to be good.

Supervision and Regulation

     The Company is a bank holding company within the meaning of
the Bank Holding Company Act of 1956 (the "Act"), as amended, is
subject to the provisions of the Act and to regulation by the
Board of Governors of the Federal Reserve System (the "Board").

     The Act requires the Company to file with the Board annual
reports containing such information as the Board may require.
The Board is authorized by the Act to examine the Company and all
of its activities.  The activities that may be engaged in by the
Company and its subsidiaries are limited by the Act to those

                                   7     
<PAGE>
closely related to banking or managing or controlling banks as to
be a proper incident thereto.  In determining whether a
particular activity is a proper incident to banking or managing
or controlling banks, the Board must consider whether its
performance by an affiliate of a holding company can reasonably
be expected to produce benefits to the public, such as
convenience, increased competition, or gains in efficiency that
outweigh possible adverse effects, such as undue concentration of
resources, unfair competition, conflicts of interest, or unsound
banking practices.

     The Board has adopted regulations implementing the
provisions of the Act with respect to the activities of bank
holding companies.  Such regulations reflect a determination by
the Board that the following activities are permissible for bank
holding companies: (1) making, for its own account or for the
account of others, loans such as would be made, for example, by a
mortgage, finance or factoring company; (2) operating as an
industrial bank; (3) servicing loans; (4) acting as a fiduciary;
(5) acting as an investment or financial advisor, including
acting in such capacity for a mortgage investment trust or real
estate investment trust; (6) leasing personal or real property,
where the lease is to serve as the functional equivalent of an
extension of credit to the lessee of the property; (7) investing
in community welfare corporations or projects; (8) providing
bookkeeping and data processing services for a bank holding
company and its subsidiaries, or storing and processing certain
other banking, financial, or related economic data;  (9) acting
as an insurance agent, principally insurance issued in connection
with extensions of credit by the holding company or any of its
subsidiaries' (10) underwriting credit life and credit accident
and health insurance related to extensions of credit; (11)
providing courier services for documents and papers related to
banking transaction; (12) providing management consulting advice
to non-affiliated banks; and (13) selling money orders, travelers
cheques and U.S. Savings Bonds.  In each case, the Company must
secure the approval of the Board prior to engaging in any of
these activities.

     Whether or not a particular non-banking activity is
permitted under the Act, the Board is authorized to require a
holding company to terminate any activity or divest itself of any
non-banking subsidiary if in its judgment the activity or
subsidiaries would be unsound.

     Under the Act and the Board's regulations, a bank holding
company and its subsidiaries are prohibited from engaging in
certain tie-in arrangements in connection with any extensions of
credit or provision of any property or services.

     In addition to the limitation of Louisiana law with respect
to the ownership of banks, as described below, the ownership or
control of voting shares of a second bank by a bank holding
company, such as One American Corp., is restricted by the Act

                                   8
<PAGE>
unless the prior approval of the Board is obtained.  The Act
prohibits the Board from approving an application from a bank
holding company to acquire shares of a bank located outside the
state in which the operations of the holding company's
subsidiaries are principally conducted, unless such an
acquisition is specifically authorized by statue of the state in
which the bank whose shares are to be acquired is located.

     Under the Louisiana Bank Holding Company Act of 1962, as
amended (the "Louisiana Act"), one-bank holding companies are
authorized to operate in Louisiana provided the activities of the
nonbank subsidiaries are limited to the ownership of real estate
and improvements, computer services, equipment leasing and other
directly related banking activities.  The Louisiana Act, as
amended in 1984, authorized multi-banking holding companies
within the state.  Certain limitations and restrictions were set,
which expired July 1, 1989.  These restrictions limit
acquisitions of additional banks to those which have been in
existence for at least five years.  The State Commissioner of
Financial Institutions is authorized to administer the Louisiana
Act by issuance of orders and regulations.

     In addition, Louisiana banking laws were changed in 1985 and
1986 to allow interparish banking, limited statewide branching
beginning January 1, 1987, and regional banking beginning July 1,
1987.  These changes have allowed Louisiana and the regional
banks and other financial institutions to engage in a wider range
of activities than were previously allowed to such institutions.
The restrictions on state banking were repealed in 1988, with the
intention of allowing state charted banks to branch bank state
wide.

     Also effective January 1, 1991, Louisiana's reciprocal
interstate banking laws allowed bank holding companies domiciled
in any state of the United States to acquire Louisiana banks and
bank holding companies, if the state in which the bank holding
company is domiciled allows Louisiana banks and bank holding
companies the same opportunities.

     Additional information regarding supervision and regulation
can be found in the 1996 Form 10-K in the Section titled
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and incorporated herein by reference.

     Regulatory Matters

     The capital ratios for the Company and the Bank currently
exceed the regulatory capital requirements at December 31, 1996.
The capital ratios are included in the 1996 Form 10-K in the
Section titled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and incorporated herein by
reference.

                                   9          
<PAGE>
Capital Adequacy

     The Company's dividends are determined by its Board of
Directors.  The current policy is to maintain dividends at a
level which ensures the Company and Bank are able to maintain
sufficient regulatory capital levels.  The Company's primary
source of funds is the dividend received from the Bank.  Under
current regulatory limitations the Bank could pay in dividends
without regulatory approval approximately $7.0 million.  The
Company carries no debt, therefore future liquidity needs are
limited to the payment of any declared dividends.  The Company
maintains sufficient liquidity to maintain its operations should
a regulatory agency limit the Bank from paying dividends.

     The Bank is subject to regulation and regular examination by
the Federal Deposit Insurance Corporation, and the Office of
Financial Institutions of the State of Louisiana.  Applicable
regulations relate to reserves, investments, loans, issuance of
securities, the level of capital, establishment of branches and
other aspects of its operations.  Should the Bank fail to comply
with current regulations, the Federal Deposit Insurance
Corporation may initiate sanctions and other administrative
proceedings for failure to comply with current regulations and
may cease deposit insurance.

Statistical Information

     The following data contains information concerning the
business and operations of One American Corp. and its
subsidiaries, First American Bank and Trust, and One American
Agency, Inc.  This information should be read in conjunction with
Financial Statements and Management's Discussion and Analysis of
Financial Condition and Results of Operations.

Average Balance Sheets and Interest Yield Analysis

     The following information called for by Item 1 is included
in the 1996 Form 10-K Section titled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and is
incorporated herein by reference.

     Average Balance Sheets and Interest Rate Analysis
          for the years ended December 31, 1996, 1995, and 1994

Interest Differential

     The following information called for by Item 1 is included
in the 1996 Form 10-K Section titled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and is
incorporated herein by reference.

     Interest Differentials
          for the years ended December 31, 1996 and 1995

                                   10
<PAGE>
Securities Portfolio

     The following information called for by Item 1 is included
in the 1996 Form 10-K Section titled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and is
incorporated herein by reference.

     Securities

     Also, the following information called for by Item 1 is
included in the 1996 Form 10-K Section titled "Notes to
Consolidated Financial Statements" and is incorporated herein by
reference.

     See Note D titled Securities in the 1996 Form 10-K for a
detailed analysis of the security  portfolio.

     There were no securities held by the Company at December 31,
1996, that exceeded, in aggregate by issuer, 10% of Stockholders'
Equity.

Loan Portfolio

     The following information called for by Item 1 is included
in the 1996 Form 10-K Section titled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and is
incorporated herein by reference.

     Loans
          for the years ended December 31, 1996, 1995, 1994,
1993, and 1992


Non-Performing Loans

     The following information called for by Item 1 is included
in the 1996 Form 10-K Section titled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and is
incorporated herein by reference.

     Non-Performing Loans
          for the years ended December 31, 1996, 1995, 1994,
1993, and 1992

Summary of Loan Loss Experience

     The following information called for by Item 1 is included
in the 1996 Form 10-K Section titled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and is
incorporated herein by reference.

     Summary of Loan Loss Experience
          for the years ended December 31, 1996, 1995, 1994,
              1993, and 1992

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<PAGE>
Deposits

     The following information called for by Item 1 is included
in the 1996 Form 10-K Section titled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and is
incorporated herein by reference.

     Average Balance Sheets and Interest Rate Analysis
          for the years ended December 31, 1996, 1995, and 1994

     Maturities of time deposits of $100,000 or more at December
31, 1996, are summarized below:

In thousands
3 Months or Less                                 $6,024
Over 3 through 6 Months                           3,381
Over 6 through 12 Months                          1,517
Over 12 Months                                    1,295
                                                $12,217

Return on Equity and Assets

     The following information called for by Item 1 is included
in the 1996 Form 10-K in the Section titled Item 6.  "Selected
Financial Data" and is incorporated herein by reference.

     Average Total Assets
          December 31, 1996, 1995, 1994, 1993, and 1992
     Average Stockholders' Equity
          December 31, 1996, 1995, 1994, 1993, and 1992
     Selected Ratios
          for the years ended December 31, 1996, 1995, 1994,
               1993, and 1992
     Per Share
          for the years ended December 31, 1996, 1995, 1994,
               1993, and 1992

Item 2.  Description of Properties

     One American Corp. is located in Vacherie, Louisiana in the
main office building of First American Bank and Trust. Through its
subsidiary First American Bank and Trust the Company owns the
premises in which its main office, operation center, and thirteen
of its branches are located and holds a lease for the one
remaining branch.

     The Company considers all properties to be suitable and
adequate for their intended purposes and its lease to be fair and
reasonable.

                                   12
<PAGE>
Item 3.  Legal Proceedings

     The following information called for by Item 3 is included
in the 1996 Form 10-K Section titled "Management's Discussion and
Analysis of Financial Condition and Results of Operations"
Subsection titled "Allowance for Loan Losses" and is incorporated
herein by reference.

     In February 1997, a party filed a $5.1 million suit against
the Bank.  This petition is still in its early stages and no
documentation has been provided to support any of the allegations
which have been made against the Bank.  At this time, Bank's
Counsel believes there is no merit to the claim and no liability
to the Bank.  No provision has been made in these financial
statements.

     In addition, during the normal course of business, the
Company is involved in various other legal proceedings.  In the
opinion of management and counsel, any liability resulting from
such proceedings would not have a material adverse effect on the
Company's financial statements.

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

     No matters were submitted to a vote of security holders
during the fourth quarter of the year ended December 31, 1996.

                                   13
<PAGE>
                             Part II

Item 5.  Market for Registrant's Common Stock and Related Security
Holder's Matters

     Common Stock - One American Corp.'s (the Company) stock is
not listed on any security exchange.  Due to the lack of an
active trading market, One American Corp. does not have the
available information to furnish the high and low sales price or
the range of bid and ask quotations for its stock.  Based upon
limited inquiries by management, it is believed that the stock of
the Company traded at the following amounts:

                                          1996       1995
                                                   
First Quarter                           $28.00     $20.00
Second Quarter                          $30.00     $22.00
Third Quarter                           $31.00     $23.00
Fourth Quarter                          $31.00     $26.50
                                                   
     There can be no assurance that these limited inquiries
adequately reflect the actual high and low bids or prices for the
stock of the Company.

     Information - Request for additional information or copies
of Form 10-K filed with the Securities and Exchange Commission in
Washington, DC should be directed to:

     J. B. Falgoust
     President - Chief Executive Officer
     One American Corp.
     P. O. Box 550
     Vacherie, LA 70090-0550

     Transfer Agent and Registrar

     First American Bank and Trust
     P. O. Box 550
     Vacherie, LA 70090-0550

     General Counsel

     Martin, Himel, Peytavin & Nobile
     P. O. Box 278
     Lutcher, LA 70071-0278

     Independent Accountants

     Hannis T. Bourgeois & Co., L. L. P.
     2322 Tremont Drive, Suite 200
     Baton Rouge, LA 70809

                                   14     
<PAGE>
Item 6.  Selected Financial Data
<TABLE>
<CAPTION>
One American Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
December 31, 1996, 1995, 1994, 1993, and 1992
($ in thousands, except per share data)
                                                  1996           1995           1994           1993           1992
<S>                                            <C>            <C>            <C>            <C>            <C>
Assets
Cash and Due from Banks                        $13,946        $15,232        $14,448        $17,078        $15,953
Securities                                     125,219        139,967        135,639        153,378        158,223
Loans                                          132,776        104,320         92,593         75,652         66,500
Other Assets                                    14,170         12,109         13,162         11,602         11,641
   Total Assets                               $286,111       $271,628       $255,842       $257,710       $252,317
Liabilities and Stockholders' Equity
Deposits                                      $250,704       $239,724       $230,862       $234,762       $232,501
Other Liabilities                                1,872          1,692            990            749            688
Stockholders' Equity                            33,535         30,212         23,990         22,199         19,128
   Total Liabilities and Stockholders' Equity
       Stockholders' Equity                   $286,111       $271,628       $255,842       $257,710       $252,317
Average Total Assets                          $276,561       $260,485       $254,367       $248,887       $246,230
Average Stockholders' Equity                   $30,625        $26,979        $22,950        $19,560        $17,332

Selected Ratios:
   Loans to Assets                               46.41%         38.41%         36.19%         29.36%         26.36%
   Loans to Deposits                             52.96%         43.52%         40.11%         32.22%         28.60%
   Deposits to Assets                            87.62%         88.25%         90.24%         91.10%         92.15%
   Equity to Assets                              11.72%         11.12%          9.38%          8.61%          7.58%
   Return on Average Assets                       1.83%          2.01%          1.68%          1.22%          1.40%
   Return on Average Equity                      16.49%         19.45%         18.58%         15.48%         19.84%
   Dividend Payout                               28.10%         16.74%         12.68%         13.40%          9.83%
   Avg. Equity-to-Avg. Assets                    11.07%         10.36%          9.02%          7.86%          7.04%
<CAPTION>
Condensed Consolidated Statements of Income
for the years ended December 31, 1996, 1995, 1994, 1993, and 1992
                                                  1996           1995           1994           1993           1992
<S>                                            <C>            <C>            <C>            <C>            <C>
Interest Income                                $19,717        $18,205        $15,693        $15,031        $16,828
Interest Expense                                 7,244          6,511          5,326          5,139          6,716
   Net Interest Income                          12,473         11,694         10,367          9,892         10,112

Provision for Loan Losses                           90              -            350            900          1,200
   Net Interest Income After
      Provision for Loan Losses                 12,383         11,694         10,017          8,992          8,912
Other Income                                     3,978          4,464          4,045          2,930          3,484
Other Expenses                                   9,030          8,501          7,990          7,694          7,622
   Income Before Income Taxes                    7,331          7,657          6,072          4,228          4,774
Applicable Income Tax Expense                    2,281          2,410          1,808          1,201          1,335
Net Income                                      $5,050         $5,247         $4,264         $3,027         $3,439
Per Share:
   Net Income                                    $3.74          $3.88          $3.15          $2.24          $2.54
   Cash Dividends                                $1.05          $0.65          $0.40          $0.30          $0.25
   Book Value - End of Year                     $24.81         $22.35         $17.75         $16.42         $14.15
</TABLE>

                                   15
<PAGE>
<TABLE>
<CAPTION>
SELECTED QUARTERLY DATA
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
One American Corp. and Subsidiaries
for the quarter periods in the years ended December 31, 1996 and 1995
1996                                                    FOURTH          THIRD         SECOND          FIRST
($ in thousands, except per share data)                QUARTER        QUARTER        QUARTER        QUARTER
<S>                                                     <C>            <C>            <C>            <C>
Interest Income                                         $5,034         $4,949         $4,916         $4,818
Interest Expense                                         1,864          1,809          1,791          1,780
   Net Interest Income                                   3,170          3,140          3,125          3,038

Provision for Loan Losses                                  (75)            75             60             30

Net Interest Income after Provision
    for Loan Losses                                      3,245          3,0065         3,065          3,008
Other Income                                               871            883          1,211          1,014
Other Expenses                                           2,697          2,223          2,066          2,045

   Income before Income Taxes                            1,419          1,725          2,210          1,977

Applicable Income Taxes                                    394            536            693            658

   Net Income                                           $1,025         $1,189         $1,517         $1,319

Per Share:
   Net Income                                            $0.76          $0.88          $1.12          $0.98
   Dividends                                             $0.30          $0.25          $0.25          $0.25
<CAPTION>
1995                                                     FOURTH          THIRD         SECOND          FIRST
($ in thousands, except per share data)                 QUARTER        QUARTER        QUARTER        QUARTER
<S>                                                      <C>            <C>            <C>            <C>
Interest Income                                          $4,770         $4,701         $4,476         $4,258
Interest Expense                                          1,711          1,679          1,614          1,507
   Net Interest Income                                    3,059          3,022          2,862          2,751

Provision for Loan Losses                                  (400)           100            150            150

Net Interest Income after Provision
    for Loan Losses                                       3,459          2,922          2,712          2,601
Other Income                                              1,373            834          1,304            953
Other Expenses                                            2,427          2,000          2,069          2,005

   Income before Income Taxes                             2,405          1,756          1,947          1,549

Applicable Income Taxes                                     839            522            672            377

   Net Income                                            $1,566         $1,234         $1,275         $1,172

Per Share:
   Net Income                                             $1.16          $0.91          $0.94          $0.87
   Dividends                                              $0.25          $0.20          $0.20          $0.00
</TABLE>

                                   16
<PAGE>
Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations
One American Corp. and Subsidiaries
Management's Discussion and
Analysis of Financial Condition and Results of Operations

The Businesses of One American Corp.

     One American Corp. is comprised of two subsidiaries, First
American Bank and Trust and One American Agency.

     First American Bank and Trust is engaged in primarily the
same business operations as any independent commercial bank, with
special emphasis in retail banking, including the acceptance of
checking and saving deposits, and the making of commercial, real
estate, personal, home improvement, automobile and other
installment and term loans.  The Bank also offers, among
services, travelers' cheques, safe deposit boxes, note
collection, escrow and other customary bank services to its
customers, with the exception of trust services.  In addition,
the Bank offers drive-up teller services, automated teller
machines and night depository facilities.  First American Bank
and Trust is insured under the Federal Deposit Insurance Act;
but, is not a member of the Federal Reserve System.

     One American Agency provides general insurance agent
services for the Company and its subsidiaries.  The Agency also
provides agent services in relation to credit life and accident
and health insurance that is directly related to the extension of
credit of other financial services of the Bank.

Overview of 1996

     One American Corp. enjoyed net income for the year 1996 of
$5.1 million compared to $5.2 million for the same period of
1995.  Earnings per common share were $3.74 and $3.88 for the
years ended 1996 and 1995, respectively.  Return on average
assets was 1.83% for the current year, and 2.01% in the same
period of 1995.  For the years ended 1996 and 1995, return on
average stockholders' equity was 16.49% and 19.45%, respectively.
     Net interest income for 1996 was $12.5 million, 6% greater
than $11.7 million from the year 1995, due to a greater volume of
loans.  The net interest margin on a fully tax equivalent basis
(FTE) was 4.96% for the current year and 4.98% for the same
period of 1995.
     During the year 1996, in comparison with the same period of
1995, average loans outstanding increased $18.5 million or 18%
due to an increased loan demand.  Average total deposits for the
year 1996 increased $11.5 million or 5% when compared to the
average total deposits for the same period of 1995.  Average
total assets for the current year increased $16.1 million or 6%
when compared to the total average assets of the year 1995.

                                   17
<PAGE>
Average stockholders' equity for 1996 was $30.6 million, an
increase of 14% over the average stockholders' equity for 1995.

Earnings Analysis

     Net Interest Income - Net interest income is the difference
between interest and fees generated from interest earning assets
and the interest expense for interest bearing liabilities and is
the primary source of earnings for the Bank.  For analytical
purposes, net interest income is presented on a tax equivalent
basis.  A 34% tax rate is used for 1996, 1995, and 1994.  Certain
earning assets are exempt from income taxes, therefore, a tax
equivalent adjustment is included so that tax exempt earning
assets will be compatible with other earning assets.  The primary
factors that affect net interest income are the changes in volume
and mix of earning assets and interest-bearing liabilities, along
with the change in market rates.
     Net interest income on a fully tax equivalent basis (FTE)
increased $800 thousand or 7%.  Net interest income (FTE) for
1996 was $12.8 million compared to $12.0 million for the prior
year.  Net interest income (FTE) for 1994 was $10.7 million.

     Earning Assets, Interest Bearing Liabilities, and Net
Interest Spread - Average earning assets increased $15.8 million
or 7% to $257.1 million during 1996.  Average earning assets were
$241.3 million in 1995 and $234.8 million in 1994.  The trend in
earning assets over the years compared shows a shift in the mix
of earning assets toward the loan portfolio from the securities
portfolio as shown in the table Earning Asset Structure on page
19.  Management has strategized to increase the Bank's earning
asset mix to include a greater percentage of higher yielding
loans over lower yielding securities.  The Bank's primary market
area of the past produced lower levels of loan demand than those
levels of loan demand provided today given opportunities from new
markets associated with past out - of - market acquisitions.
Management believes the greater loan demand will exist in the
near future due to opportunities that were non-existent over the
last decade caused by economic challenges experienced in the
southeast portion of the State of Louisiana.  However, there is
no guarantee that the Bank will continue to experience the loan
growth enjoyed over the last twelve months.  The current loan
demand, in the Bank's primary market area, appears to be the
result of an improving economic climate and lower interest rates
compared to years past.  The trend over the years compared shows
the mix of interest bearing liabilities shifted to higher
interest bearing certificates of deposit from lower interest
bearing savings and NOW accounts and money market accounts.  As
an additional note, the Bank has benefited by the increase in non-
interest bearing deposits.  The growth is attributed to a
concertive effort by the Bank to attract a broader core deposit
base consisting of commercial and personal customers.
     For the year ended 1996, the average yield on earning assets
was 7.78%, while the average cost of interest bearing funds was

                                   18                              
<PAGE>
3.64%, producing a net interest spread (FTE) of 4.14%.  The net
interest margin (FTE) was 4.96% for the year ended 1996.  In
comparison, the net interest margin (FTE) for the year ended 1995
was 4.98%.  The slight decrease in net interest margin resulted
from an increased cost of interest bearing deposits.  The cost of
interest bearing deposits increased at a greater rate than the
increase in yield of earning assets.
     The table of Average Balance Sheets and Interest Rate
Analysis for the periods ended December 31, 1996, December 31,
1995, and December 31, 1994 on pages 34, and the corresponding
table of Interest Differentials on page 35 detail the effect a
change in average balances outstanding and the change in interest
yield and costs have on net interest income for the respective
periods.  Also, the tables of Earning Asset Structure and Deposit
Structure on page 22 show a more condensed, descriptive analysis
of the common size percentage changes in average earning assets
and  average deposit mix over the annual periods analyzed.

Provision for Loan Losses

     Provision for loan losses was $90 thousand for 1996, an
increase of $90 thousand from the provision for loan losses of $0
for 1995.  Net charge offs (recoveries) were $280 thousand for
1996, a change from recoveries of $(196) thousand for 1995.  As a
percentage of average loans net charge offs (recoveries) were
 .23% in 1996 and (.19)% in 1995.  Gross charge offs were .43% in
1996 and 1995.  Recoveries as a percentage of gross charge offs
were 45.13% in 1996 and 144.63% in 1995.
     The provision for loan losses in 1994 was $350 thousand.  In
1994, recoveries were $(186) thousand, or (.02)% of average
loans.  Gross charge offs were .13% of average loans and
recoveries were 108.93% of gross charge offs.  More specifics can
be found in the sections entitled Allowance for Loan Losses and
Non-performing Assets.

Other Income

     Other income for 1996 was $3.9 million, compared to $4.5
million in 1995.  Exclusive of security transactions other income
decreased $329 thousand.
     Service charges on deposit accounts were $2.1 million for
1996, an increase of $286 thousand or 15% over 1995.  Service
charges on deposit accounts were $1.8 million in 1995.  The
primary reasons for the increase in 1996 was an increased number
of deposit accounts.
     Gain on purchased assets decreased $335 thousand to $812
thousand for 1996 when compared to the prior year.  These gains
are recognition of collection of principal on certain doubtful
loans acquired in the Bank acquisitions.  The Bank continues to
pursue the collection of these doubtful loans.  However, the
amount of future gains, if any, are indeterminable.
     Other operating income for 1996 was $746 thousand compared
to the 1995 total of $1.0 million.  Included in other operating

                                   19
<PAGE>
income are fees from bankcard services, safe deposit box rentals,
and other operating fees associated with the daily operations of
the Bank.  A portion of the decrease in other operating income
from 1995 to 1996 was non-recurring.  Specifically, in the fourth
quarter of 1995 the Bank received class action damage restitution
in the amount of $169 thousand resulting from Guaranteed
Investment Contracts which were written down based on regulatory
directives in 1992.  More specifics can be found on the
Guaranteed Investment Contracts in the section entitled Non-
performing Assets.  Also, in the fourth quarter of 1995 the Bank
received a settlement on a prior pending contingency, involving
its insurer, of which a portion of the settlement in the amount
of $168 thousand was realized as other income.
     Net gains on investment securities decreased other income by
$157 thousand for 1996, compared to a net gain on investment
securities of $442 thousand for 1995. The Bank netted $285
thousand as gains from security transactions during the year
1996.  These securities included Louisiana Agricultural Finance
Authority Bonds and Louisiana Housing Finance Authority Bonds
that were partially written off in accordance with regulatory
directives in May of 1992.  More specifics can be found on the
gains recognized from the Guaranteed Investment Contracts in the
discussion section entitled Non-performing Assets.

Other Expenses

     Other expenses totaled $9.0 million in 1996, a 6% increase
over the 1995 total of $8.5 million.  Salaries and employee
benefits increased $210 thousand or 5%, to $4.4 million for 1996
when compared to $4.2 million for 1995.  A portion of the
increase in salaries and employee benefits, $192 thousand, was
from a performance compensation program instituted by the Bank in
1995.  A fraction of additional earnings over the past year were
shared with employees on a goal achieved basis.  Net occupancy
expense was $1.2 million for 1996 and 1995.  Other operating
expenses totaled $3.4 million for 1996 compared to $3.3 million
for 1995, an increase of $138 thousand or 4%.  For a further
analysis of other operating expenses see Note K.
     Net other real estate expense produced a benefit of $13
thousand for 1996.  This is a decrease in benefit from 1995 of
$146 thousand.  Net other real estate and repossession expense is
the operating expense of other real estate and repossessed assets
less the income generated by other real estate and the net gains
from the sale of other real estate and repossessed assets.
Expenses from other real estate totaled $5 thousand, which were
offset by the income generated from the operations of other real
estate of $9 thousand, and net gains on the sale of other real
estate and repossessed assets of $9 thousand.
     For 1995, net other real estate expense produced a benefit
of $159 thousand.  Expenses from other real estate totaled $12
thousand, which were offset by income from the operations of
other real estate of $18 thousand, and net gains on the sale of
other real estate and repossessed assets of $153 thousand.

                                   20
<PAGE>
Management continues to convert these non-performing assets to
investable funds at a value which management feels is beneficial
to the earnings of the Bank.  Also, management recognizes that
the contribution of the non-recurring income offset by net gains
on the sale of other real estate is going to be less in years to
come due to the reduction of such assets.

Applicable Income Taxes

     Applicable income taxes for 1996, 1995, and 1994 were $2.3
million, $2.4 million, and $1.8 million, respectively, producing
an effective tax rate of 31%, 31%, and 30%, respectively.  The
Company's effective income tax expense as a percentage of pretax
income is different from statutory rates because of tax-exempt
income and the related nondeductible interest expense.  A portion
of the Company's interest income is from investments in state and
municipal bonds and is generally exempt from federal income
taxes.  Interest expense on funds used for tax-exempt investments
is generally nondeductible for federal income taxes.

                                   21
<PAGE>
Table 1-
<TABLE>
<CAPTION>
Average Earning Asset Structure
In thousands                                           1996                     1995                      1994
                                                             % of                      % of                      % of
                                               Average      Earning      Average      Earning      Average      Earning
                                               Balances      Assets      Balances      Assets      Balances      Assets
<S>                                              <C>            <C>          <C>          <C>          <C>          <C>
Interest Bearing Deposits                        $1,670         0.6%         $387         0.1%         $172         0.1%
Federal Funds Sold                                9,149         3.6%        9,588         4.0%        9,303         4.0%
Securities
  Taxable                                       116,771        45.4%      119,173        49.4%      127,372        54.2%
  Non-Taxable                                     9,727         3.8%       10,902         4.5%       11,371         4.8%
Loans - Net                                     119,802        46.6%      101,318        42.0%       86,625        36.9%
    Total Average Earning Assets               $257,119       100.0%     $241,368       100.0%     $234,843       100.0%
<CAPTION>
Average Deposit Structure
In thousands                                            1996                     1995                      1994
                                                Average        % of       Average        % of       Average        % of
                                                Balances     Deposits     Balances     Deposits     Balances     Deposits
<S>                                             <C>            <C>        <C>            <C>          <C>          <C>
Noninterest Bearing Deposits                    $45,417        18.6%      $43,622        18.8%        39,534       17.1%
NOW Accounts                                     24,802        10.2%       22,469         9.7%        22,869        9.9%
Savings Accounts                                 32,225        13.2%       32,189        13.8%        32,741       14.2%
Money Market Deposit Accounts                    53,485        21.9%       56,457        24.3%        65,046       28.3%
Certificates of Deposits less than $100,000      77,415        31.7%       69,497        29.8%        62,883       27.3%
   Total Average Core Deposits                  233,344        95.6%      224,234        96.4%       223,073       96.9%
Certificates of Deposits greater than $100,000   10,638         4.4%        8,269         3.6%         7,447        3.2%
   Total Average Deposits                      $243,982       100.0%     $232,503       100.0%      $230,520      100.0%

Average Interest Bearing Liabilities
   as a percentage of Earning Assets               77.2%                     78.3%                     81.3%

Average Core Deposits
   as a percentage of Total Average Assets         84.4%                     86.1%                     87.7%
</TABLE>

Liquidity

     Liquidity management is the process of ensuring that the
Company's asset and liability structure is the proper mix to meet
the withdrawals of its' depositors, and to fund loan commitments
and other funding requirements.  Management's primary source of
funds is the Bank's core deposit base.  At December 31, 1996,
average core deposits were approximately $233.3 million or 96% of
total average deposits and 84% of total average assets.  For a
comparison with prior period year ends, see the table entitled
Average Deposit Structure.  Other sources of liquidity are
maturities in the investment portfolio and loan maturities and
repayments.  Management continually evaluates the maturities and
mix of its earning assets and interest-bearing liabilities to

                                   22
<PAGE>
monitor its ability to meet current and future obligations and to
achieve maximum net interest income.  Due to the stability of the
core deposit base as noted above and the maturities of the
investment portfolio, management does not anticipate any
difficulties in meeting the needs of its depositors nor the
ability to fund future loan commitments.


Interest Rate Risk

     Interest rate risk is the measurement of risk exposure or
changes in net interest income and subsequently net income given
changes in the external interest rate markets.  This possible
risk exposure is produced by the different repricing intervals of
interest earning assets and interest bearing liabilities, given
changes in the mix of such assets and liabilities, and the growth
of such assets and liabilities.  One measurement of interest rate
risk is gap analysis.  The gap matches the repricing of interest
rate sensitive assets and liabilities for selective intervals.
GAP analysis, is a static measurement based on an individual
point in time.  This interest rate risk measurement process may
not indicate actual rate exposure given contractual maturities
and repricing period inconsistencies.  Management also measures
interest rate risk exposure by process of dynamic income
simulation.  The latter process measures possible levels of
exposure more accurately given the ability to better identify
contractual maturities and repricing periods.
     For gap analysis, a decay rate methodology is used to arrive
at the principal and interest cash flows used in the market value
calculations given FDIC regulatory guidelines as set forth in
FDICIA 305.  First, rate sensitive and non-rate sensitive
balances are separated.  Higher decay rates force rate sensitive
cash flows to occur within one year.  Decay rates are then input
for the non-rate sensitive funds.  These decay rates spread the
non-rate sensitive balances out as far as the FDIC regulatory
guidelines allow in FDICIA 305.  Decay rate assumptions
implemented are based on a flat rate environment and at
management's discretion.
     The Bank has established decay rate assumptions given data
collection over the last 10 or so years on MMDA, Savings
Accounts, Now Accounts, and Non-interest Bearing Accounts.  The
assumptions are based on account type sensitivity patterns given
the change in the Bank's benchmark for pricing and the change in
relationship each account type has to total deposits.  Decay
rates are updated at each modeling session if warranted by rate
changes in the market or changes in non-rate sensitivity patterns
given the account type.  The identification of the non-rate
sensitive portion of such accounts provides a more complete
picture of the actual core deposit base which may not reprice in
the same manner as the rate sensitive portion.
     Table 2, Interest Rate Sensitivity Table, on page 25
presents the Bank's interest rate sensitivity position at
December 31, 1996.  Table 2 indicates that the Company's interest

                                   23
<PAGE>
bearing liabilities exceed its earning assets out to the one year
point in time suggesting a decrease in net interest income in a
flat rate environment.  This may not be the case in reality given
that mentioned above as it pertains to GAP analysis.
     In May 1994 the Bank enhanced its interest rate management
tools by becoming a member of the Federal Home Loan Bank of
Dallas (FHLB).  The FHLB provides the Bank the ability to further
match the rates and maturities of its funding with those of
earning assets.  Also, the FHLB provides the Bank the ability to
offer long term, fixed rate loans to its customer base with
minimal additional interest rate risk exposure.

Financial Instruments

     In the normal course of business the Company enters into
agreements which, for accounting purposes, are considered off -
balance sheet activities.  These agreements are loans and lines
of credit commitments to customers to extend credit at specified
rates, duration, and purpose.  The commitments adhere to normal
lending policy, collateral requirements, and credit reviews.
Available loan commitments at December 31, 1996, were $10.0
million and $11.3 million at December 31, 1995.  The Bank had
letters of credit of $697 thousand issued at December 31, 1996.
Additionally, the Bank has deposit customers who have credit
lines available to them through their deposit accounts.  At
December 31, 1996 the available portion of these credit lines was
$580 thousand.  These credit lines are immediately cancelable by
the Bank.  The credit lines provide a source of income to the
Bank through service fees charged and interest earned on balances
outstanding.  The credit lines are reviewed regularly and do not
pose a material credit risk to the Bank.  To date, the Bank does
not have instruments outstanding that can be specifically
described as a financial guarantee which guarantees the
performance of a customer to a third party other than the
financial standby letters of credit described above.
     The Bank had credit cards with aggregate credit available of
$2.9 million at December 31, 1996 and 1995.  Applicants are
reviewed through normal lending policies and credit reviews.
     Additionally the Bank has privity to agreements to fund and
sell long term mortgages to third party mortgage companies. In
the past, some of the mortgage loans were sold with recourse of
six months which provided the mortgage companies an option to put
back the mortgage loan to the Bank if the borrower became 60 days
delinquent according to the loan repayment schedule.  Put back
options due to delinquencies no longer exist between the Bank and
the long-term mortgage companies.
     The Bank is not a party to financial instruments defined as
interest rate exchange agreements, financial futures, or
financial options.  Therefore, the Bank is not exposed to
interest rate risk in excess of the amount recognized in the
consolidated balance sheets as that risk may apply to interest
rate exchange agreements, financial futures, or financial
options.

                                   24     
<PAGE>
Table 2-
<TABLE>
<CAPTION>
Interest Rate Sensitivity Table
December 31, 1996
In thousands
                                           0-90     91-365   1 Year -  Over 5     Non-
                                           Days      Days     5 Years   Years  Sensitive   Total
<S>                                       <C>       <C>       <C>       <C>      <C>      <C>
Assets
   Securities                             $30,898   $31,547   $42,600   $6,849         -  $111,894
   Loans, Net of Unearned Income           23,503    35,001    51,773   22,325       174   132,776
   Federal Funds Sold                      13,325         -         -        -         -    13,325
   Other Assets                             2,770         -         -        -    25,346    28,116
     Total Assets                         $70,496   $66,548   $94,373  $29,174   $25,520  $286,111

Liabilities
   NOW and Super NOW Deposits              $1,929    $5,787   $11,696   $4,859         -   $24,271
   Insured Money Market Accounts            1,677    26,345    28,511        -         -    56,533
   Savings Deposits                         2,912     8,737    14,095    6,437         -    32,181
   Certificates of Deposits                31,586    42,458    17,767        -         -    91,811
   Noninterest Bearing Deposits             4,558    13,742    18,434    9,174         -    45,908
   Other Liabilities                           24        73       455      210     1,110     1,872
   Stockholders' Equity                         -         -         -        -    33,535    33,535
   Total Liabilities and
       Stockholders' Equity               $42,686   $97,142   $90,958  $20,680   $34,645  $286,111

   Interest Rate Sensitivity Gap          $27,810  ($30,594)   $3,415   $8,494   ($9,125)       $0
   Cumulative Interest Rate
     Sensitivity Gap                      $27,810   ($2,784)     $631   $9,125        $0

   GAP / Assets                               9.7%    -10.7%      1.2%     3.0%     -3.2%
      Cumulative GAP / Assets                 9.7%     -1.0%      0.2%     3.2%      0.0%
</TABLE>

                                   25
<PAGE>
Loans

     An analysis of the loan portfolio at December 31, 1996,
1995, 1994, 1993, and 1992, is as follows:
<TABLE>
<CAPTION>
($ in thousands)                                  1996          1995           1994           1993           1992
<S>                                            <C>           <C>             <C>            <C>            <C>
Commercial, Financial and Agricultural         $10,444       $10,786         $8,567         $5,812         $5,074
Real Estate
   Construction                                  3,184         1,662          1,241            499            473
   Mortgage                                    105,800        81,082         74,403         61,690         52,775
Individuals                                     13,559        11,457         10,569          9,927         10,161
Foreign                                          1,361         1,846              -              -              -
All Other Loans                                  1,576           793            901            479            163
   Total Loans                                 135,924       107,626         95,681         78,407         68,646
Unearned Income                                    (65)          (33)           (11)           (38)          (110)
Allowance for Loan Losses                       (3,083)       (3,273)        (3,077)        (2,717)        (2,036)
   Total Loans, Net                           $132,776      $104,320        $92,593        $75,652        $66,500
</TABLE>
     The following is the detail of maturities and sensitivity of
loans to changes in interest rates at December 31, 1996:
($ in thousands)                                Amount
Fixed Rate Loans
   Maturity
      1 Year or Less                           $51,275
      Over 1 through 5 Years                    52,976
      Over 5 Years                              22,844
         Total Fixed Rate Loans                127,095

Variable Rate Loans
   Repricing Frequency
      1 Year or Less                             8,655
      Over 1 through 5 Years                         -
      Over 5 Years                                   -
         Total Fixed Rate Loans                  8,655

Nonaccrual Loans (Various)                         174

         Total Loans                          $135,924

Note:  The information necessary for a breakdown of maturity of
the various types of loans is not readily available.

Securities

     During December 1995, management had a one time opportunity
to reclassify Available for Sale and Held to Maturity securities
in the security portfolio.  Management reclassified securities
classified at the time from Held to Maturity to Available for
Sale.  Therefore, the Bank's entire security portfolio is
classified as Available for Sale.

     Included in the category of Securities of Other US
Government Agencies at December 31, 1996 is $21.5 million par
value of structured notes, with an amortized cost of $21.5
million and a fair value of $21.2 million, resulting in an

                                   26
<PAGE>
unrealized loss in the amount of $265 thousand.  The structured
notes, which are issued by US government sponsored agencies, are
debt securities whose cash flows are dependent on one or more
indices which create interest rate risk.  The majority of the
securities held as structured notes are considered deleveraged
bonds.  The rate on these securities are 40 - 50% of the 10 year
CMT plus 60 - 170 basis points.  These securities are variable in
nature and reprice on a monthly, quarterly, or semi-annual basis.
However, the majority of the securities reprice quarterly. The
majority of the securities mature during the first and second
quarter of 1998.  A fluctuation in interest rates should in no
way effect the principal balance of these securities at maturity.
Management understands the risks associated with these types of
instruments and has the capability to effectively monitor the
notes activity.  Although classified in the available for sale
category, it is management's intention to hold the structured
notes until the notes mature at par value.  Based on the variable
nature of said securities and the securities percentage
relationship to earning assets, a +/- 200 basis point interest
rate shock and income simulation on the security class showed
minimal impact on earnings.  Further, management is of the
opinion that earnings trends indicate the ability to accept any
adverse risk associated with the possible sale of said securities
should the decision to hold the structured notes to maturity
change.

Allowance for Loan Losses

     The allowance for loan losses was $3.1 million at year end
1996 or 2.27% of net loans outstanding.  At year end 1995, the
allowance for loan losses was $3.3 million or 3.04% of net loans
outstanding.  The allowance for loan losses account represents
amounts available for possible future losses based on modeling
and management's evaluation of the loan portfolio.  To ascertain
the potential losses in the portfolio, management reviews past
due loans on a monthly basis.  Additionally, the loan review
department performs an ongoing review of the loan portfolio.
Loans are reviewed for compliance to the Bank's lending policy
and the borrower's current financial condition and ability to
meet scheduled repayment terms.  In management's judgment, based
on these functions and management's knowledge of the Bank's
borrowers, the allowance for loan losses, is adequate to absorb
potential loan losses based on current review of the quality of
the loan portfolio.  The Bank has established the balances in
allowance for loan losses in order to accept any adverse loan
relationships which have the potential to occur.  As the Bank's
loan - to - deposit relationship continues to increase, so does
the potential to experience adverse loans at a rate uncommon to
the Bank's historical loan loss basis given, the smaller loan -
to - deposit relationships of the past.
     During 1991, the Company filed suit against its insurer
under the forgery or alteration clause of its financial
institution bond.  The suit was the result of having obtained

                                   27
<PAGE>
counterfeit collateral from foreclosure on a charged-off loan.
The Twenty-ninth Judicial District Court for the Parish of St.
Charles, State of Louisiana awarded a $500 thousand judgment in
favor of the Bank.  The Fifth Circuit Court of Appeal of
Louisiana upheld the district court judgment in favor of the
Bank.  The insurer applied for a writ of certiorari to the
Louisiana Supreme Court of Appeal.  The Louisiana Supreme Court
denied the writ of certiorari, thus making the district court
judgment final.  The $500 thousand judgment was received during
the fourth quarter of 1995 and placed into Allowance for Loan
Losses in the form of a recovery.

                                   28
<PAGE>
     Table 3, Activity in Allowance for Loan Losses, below
presents an analysis of activity in the allowance for loan losses
for the past five years.
Table 3-
<TABLE>
<CAPTION>
($ in thousands)                        Year Ended December 31,
Activity in Allowance for Loan Losses             1996           1995           1994           1993           1992
<S>                                             <C>            <C>            <C>            <C>            <C>
Beginning Balance                               $3,273         $3,077         $2,717         $2,036         $1,089

Loans Charged Off:
   Real Estate                                      78            295             54            451            282
   Commercial, Financial, and Agricultur           392            103             47             61            248
   Individual and Others                            40             40             10             62             25
Total Charged Off                                  510            438            111            574            555

Loan Recoveries:
   Real Estate                                      24             98             40             39            108
   Commercial, Financial, and Agricultur           185            523             58            234            173
   Individual and Others                            21             13             23             82             21
Total Recoveries                                   230            634            121            355            302
   Net Loans Charged Off                           280           (196)           (10)           219            253
   Provision charged to
      Expense                                       90              -            350            900          1,200
Ending Balance                                  $3,083         $3,273         $3,077         $2,717         $2,036
<CAPTION>
                                                               Year Ended December 31,
($ in thousands)                                  1996           1995           1994           1993           1992
<S>                                           <C>            <C>             <C>            <C>            <C>
Ending Balance
   Loans-Net                                  $135,859       $107,593        $95,670        $78,369        $68,536
Daily Average Loans                           $119,802       $101,318        $86,625        $73,580        $62,777
Ratio of Net Charge-Offs
   to Total Loans                                0.21%         -0.18%         -0.01%          0.28%          0.37%
Ratio of Net Charge-Offs
   to Average Loans                              0.23%         -0.19%         -0.01%          0.30%          0.40%
</TABLE>
     The allowance for loan losses has been allocated according to
the type of loan described in the table below, at December 31,
1996, 1995, 1994, 1993, and 1992:
<TABLE>
<CAPTION>
($ in thousands)                                  1996          1995           1994           1993           1992
<S>                                             <C>           <C>            <C>            <C>            <C>
Real Estate                                     $1,231        $2,052         $2,433         $2,155         $1,579
Commercial, Financial, and Agricultural            667           415            276            201            151
Individual and Others                               79            23            368            361            306
Unallocated                                      1,106           783            -              -              -
   Total Allowance                              $3,083        $3,273         $3,077         $2,717         $2,036
</TABLE>

                                   29
<PAGE>
Non-performing Assets

     Non-performing assets include nonaccrual and impaired loans
and other real estate.  Loans are considered nonaccrual when the
principal or interest becomes 90 days past due or when there is
uncertainty about the repayment of principal and interest in
accordance with the terms of the loans.  Nonaccrual loans at
December 31, 1996 and 1995 were $174 thousand and $527 thousand,
respectively.  Loans past due 90 days and still accruing at
December 31, 1996 and 1995 were $320 thousand and $441 thousand,
respectively.  At December 31, 1996, nonaccrual loans were .13%
of gross loans outstanding and 5.64% of the allowance for loan
losses.  At December 31, 1995, these ratios were .49% and 16.09%,
respectively.
     The following table presents information on the amount of
non-performing loans at December 31, 1996, 1995, 1994, 1993 and
1992:
<TABLE>
<CAPTION>
($ in thousands)                                  1996           1995           1994           1993           1992
<S>                                               <C>            <C>            <C>            <C>            <C>
Non-accrual                                       $174           $527           $432           $240           $505
Past due 90 days or more                           395            441            313            331            484
Restructured and Impaired                        4,000          3,600            156            273             33
                                                $4,569         $4,568           $901           $844         $1,022
</TABLE>
     In the process of reviewing the loan portfolio, management
acknowledges certain potential problem loans which are not
classified as impaired, non-accrual, greater than 90 days
delinquent, or restructured.  Management does not feel that any
of these potential problem loans are reasonably likely to have or
will have a material effect on the Company's liquidity, capital
resources, or results of operations.  The Bank experienced a
reduction in restructured and impaired loans during the first
quarter of 1997 in the amount of $1.4 million due to the payout
of certain loans.
     Other real estate is properties held for sale acquired
through foreclosure or negotiated settlements of debt.  Other
real estate increased $68 thousand during 1996.  At December 31,
1996 and 1995, other real estate was $68 thousand and
insignificant, respectively.
     The Bank also has approximately $342 thousand in par value
of Louisiana Agricultural Finance Authority Bonds and Louisiana
Housing Finance Authority Bonds with a book value of $1, on
nonaccrual status.  Under a directive from state regulatory
agencies the original $2.35 million in par value of the
Guaranteed Investment Contracts were placed on nonaccrual status
in May, 1992.  Due to the directive, the bonds were written down
to $.20 on the dollar or $470 thousand.  While management has
written down these bonds in accordance with regulatory policy as
mentioned above, management continues to feel that the fair value
was not representative of the potential liquidation value of
these bonds.  Management is of the opinion that the permanent
impairment of the bonds was not in excess of the prescribed
regulatory write downs.  A class action suit was filed on behalf

                                   30
<PAGE>
of the bondholders. In summary, the suit sought a determination
of the priority treatment the bondholders would receive under
California statutes in the liquidation of Executive Life
Insurance Company.  Under Priority 5 the Guaranteed Investment
Contracts (GICs), which support the municipal bonds, would be
treated as insurance policies and would have the same payout
ratio as other policies.  Under Priority 6, the GICs would have
the status of a general unsecured creditor.  On November 15,
1992, the Superior Court in California ruled the GICs were a
Priority 5.  As a result of pending litigation, continued
settlement proposals are taking place between the guarantors of
the bonds and the bondholders.  To date, the Bank has recovered
approximately $2.008 million as partial payments of the $2.35
million in original par value.  Of the $2.008 million, $1.539
million were recognized as gains on securities available for sale
since the original write down.  The remaining $470 thousand was
applied against the book value.  Of the $1.539 million in gains
recognized since the write down, $277 thousand was recognized in
1996 and $440 thousand was recognized in the year 1995.  The Bank
continues to pursue the collection of principal on these
securities.  However, the amount of any future fulfillment of
these collection actions remain uncertain.

Regulatory Matters

     The Bank is subject to various capital requirements
administered by the federal Banking agencies.  Failure to meet
minimum capital requirements can initiate certain mandatory - and
possibly discretionary - actions by regulators that, if
undertaken, could have a material effect on the Bank's financial
statements.  Various regulations require the Bank to meet
specific capital adequacy guidelines that involve quantitative
measures of the Bank's assets, liabilities, and certain off -
balance - sheet items as calculated under regulatory accounting
practices.  The Bank's capital classification is also subject to
qualitative judgments by the regulators about components, risk
weightings, and other factors.  Quantitative measures established
by regulation to ensure capital adequacy require the Bank to
maintain minimum amounts and ratios as set forth in the section
entitled Capital Adequacy below.
     Management is unaware, based on recent regulatory
examinations or otherwise, of any known trends, events or
uncertainties which are reasonably likely to have or will have a
material effect on the Company's liquidity, capital resources, or
results of operations.

Capital Adequacy

     The strength of a company is measured by the company's
capital, earnings history, asset quality, and management.
Capital can be increased by the retention of earnings and
issuance of equity stock.  Management feels the current trend of

                                   31
<PAGE>
earnings and dividend distribution is sufficient to maintain its
capital adequacy requirements.
     The Company is required to maintain minimum amounts of
capital to total risk-weighted assets, as defined by the
regulators.  The guidelines require total capital of 8.00%, half
of which must be Tier 1 capital.  The computation of risk-
weighted ratios follow the transitional rule, which currently
does not include the unrealized gain (loss) on securities
available for sale in Tier 1 capital.
     The leverage ratio consists of Tier 1 capital as a
percentage of average total assets.  The minimum leverage ratio
for all banks and bank holding companies is 3.00%.  This minimum
ratio is dependent upon the strength of the individual bank or
holding company and may be increased by regulatory authorities on
an individual basis.  The 3.00% minimum was established to make
certain that all banks have a minimum capital level to support
their assets, regardless of risk profile.  As shown in Table 4,
Capital Adequacy Ratios, the Company's ratios for the reporting
periods exceed regulatory minimums.
     The Company's dividends are determined by its Board of
Directors.  The current policy is to maintain dividends at a
level which ensures the Company and Bank are able to maintain
sufficient regulatory capital levels.  The Company's primary
source of funds is dividends received from the Bank.  Under
current dividend limitations the Bank could pay dividends of
approximately $7.0 million without regulatory approval.  The
Company carries no debt; therefore, future liquidity needs are
limited to the payment of any declared dividends.  The Company
maintains sufficient liquidity to maintain its operations should
a regulatory agency limit the Bank from paying dividends.

                                   32
<PAGE>
Table 4-
Capital Adequacy Ratios
  In Thousands                          December 31,  December 31, 
                                                1996          1995 
  Tier 1 Capital:
     Stockholders' Equity                    $32,549       $29,428
  Tier 2 Capital:
     Allowance for Loan Losses                 1,706         1,407
        Total Capital                        $34,255       $30,835

  Risk-Weighted Ratios:
     Tier 1 Capital                            24.1%         26.8%
     Total Capital                             25.3%         28.1%
  Leverage Ratio                               11.8%         10.6%
  Stockholders' Equity                         11.4%         10.6%

  Regulatory Risk-Based Capitalization Requirements
<TABLE>
<CAPTION>
                                                         Significantly  Critically
                     Well        Adequately  Under       Under          Under
                     Capitalized Capitalized Capitalized Capitalized    Capitalized
  Risk-Weighted Ratios:
     <S>                  <C>         <C>       <C>        <C>            <C>
     Tier 1 Capital       6.0%        4.0%      < 4.0%      < 3.0%
     Total Capital       10.0%        8.0%      < 8.0%      < 6.0%
  Leverage Ratio          5.0%        4.0%      < 4.0%      < 3.0%        <= 2.0% tangible
                                                                                  equity 
</TABLE>
                                                                
Capital Expenditures

     The Bank made capital improvements to several offices during
1996.  The Bank constructed a new office in LaPlace, St. John
Parish, Louisiana in 1996.  This office replaced an old facility
which was leased from a third party.  The construction of this
facility should greatly enhance the ability to serve the current
and future customer base within this market.

                                   33
<PAGE>
Table 5 -
<TABLE>
<CAPTION>
AVERAGE BALANCE SHEETS AND INTEREST RATE ANALYSIS
In thousands

                                                               1996                      1995                      1994
                                                    AVERAGE   INCOME/ YIELD/  AVERAGE   INCOME/ YIELD/  AVERAGE   INCOME/ YIELD/
                                                    BALANCE   EXPENSE  RATE   BALANCE   EXPENSE  RATE   BALANCE   EXPENSE  RATE
<S>                                                 <C>         <C>   <C>       <C>        <C>   <C>       <C>         <C>  <C>
Assets
   Interest Bearing Deposit Accounts                $1,670      $80   4.78%     $387       $23   5.94%     $172        $7   4.07%
   Federal Funds Sold and Securities
     Purchased under Resale Agreements               9,149      494   5.39%    9,588       559   5.83%    9,303       369   3.97%

   Securities:
     Taxable                                       116,771    6,891   5.90%  119,173     7,040   5.91%  127,372     6,121   4.81%
     Non-Taxable*                                    9,727      847   8.71%   10,902       963   8.83%   11,371     1,022   8.99%
   Loans - Net                                     119,802   11,693   9.76%  101,318     9,948   9.82%   86,625     8,521   9.84%
       Total Earning Assets                        257,119  $20,005   7.78%  241,368   $18,533   7.68%  234,843   $16,040   6.83%
   Allowance for Loan Losses                        (3,276)                   (3,046)                    (2,908)
   Nonearning Assets                                22,718                    22,163                     22,432
       Total Assets                               $276,561                  $260,485                   $254,367

Liabilities and Stockholders' Equity
   NOW Accounts                                    $24,802     $529   2.13%  $22,469      $491   2.19%  $22,869      $828   3.62%
   Savings Accounts                                 32,225      820   2.54%   32,189       812   2.52%   32,741       492   1.50%
   Money Market Deposit Accounts                    53,485    1,500   2.81%   56,457     1,604   2.84%   65,046     1,729   2.66%
   Certificates of Deposits less than $100,000      77,416    3,827   4.94%   69,497     3,217   4.63%   62,883     2,033   3.23%
   Certificates of Deposits greater than $100,000   10,638      528   4.96%    8,269       387   4.68%    7,447       244   3.28%
      Total Interest Bearing Deposits              198,566    7,204   3.64%  188,881     6,511   3.45%  190,986     5,326   2.79%
   Other Borowings                                     675       40   5.93%       24         -      -         -         -      -
      Total Interest Bearing Liabilities           199,241   $7,244   3.64%  188,905    $6,511   3.45%  190,986    $5,326   2.79%
   Noninterest Bearing Deposits                     45,417                    43,622                     39,534
   Other Liabilities                                 1,278                       979                        897
   Stockholders' Equity                             30,625                    26,979                     22,950
      Total Liabilities and Stockholders' Equity  $276,561                  $260,485                   $254,367

Net Interest Income - Tax Equivalent Basis*                   12,761                     12,022                     10,714
Tax Equivalent Adjustment                                       (288)                      (328)                      (347)
    Net Interest Income                                      $12,473                    $11,694                    $10,367

Net Interest Income - Spread*                                         4.14%                      4.23%                      4.04%

Net Interest Income as a % of Total Earning Assets*                   4.96%                      4.98%                      4.56%
*Tax Equivalent Basis - 34% Rate for the periods dated
</TABLE>

                                   34     
<PAGE>
Table 6 -
<TABLE>
<CAPTION>
INTEREST DIFFERENTIALS
In thousands



                                                             1996/1995             1995/1994
                                                             Change due to   Total Change due to   Total
                                                              Volume  Rate  Change  Volume  Rate   Change

<S>                                                              <C>   <C>     <C>      <C>    <C>    <C>
Interest Earning Assets:
   Interest Bearing Deposit Accounts                             $76   ($19)   $57      $9     $7     $16
   Federal Funds Sold                                            (25)   (40)   (65)     11    179     190
   Securities:
      Taxable                                                   (142)    (7)  (149)   (394) 1,312     918
      Non-Taxable*                                              (104)   (12)  (116)    (42)   (17)    (59)
   Loans                                                       1,815    (70) 1,745   1,445    (18)  1,427
      Total Interest Income                                    1,620   (148) 1,472   1,029  1,463   2,492

Interest Bearing Liabilities:
   NOW Accounts                                                   52    (14)    38     (14)  (323)   (337)
   Savings Accounts                                                1      7      8      (8)   328     320
   Money Market Deposit Accounts                                 (85)   (19)  (104)   (228)   103    (125)
   Certificates of Deposits less than $100,000                   366    243    610     215    969   1,184
   Certificates of Deposits greater than $100,000                111     30    141      27    116     143
   Other Borrowings                                                -     40     40       -      -       -
      Total Interest Expense                                     445    288    733      (8) 1,193   1,185
   Increase (Decrease) in
      Interest Differential                                   $1,175  ($436)  $739  $1,037   $270  $1,307

*Tax Equivalent Basis - 34% Rate for the periods dated
</TABLE>

                                   35
<PAGE>
Item 8.  Financial Statements and Supplementary Data
One American Corp. and Subsidiaries
Management's Responsibility for Financial Reporting

     The management of One American Corp. and Subsidiaries is
responsible for the preparation of the financial statements,
related financial data, and other information in this annual
report.  The financial statements are prepared in accordance with
generally accepted accounting principles and include some amounts
that are necessarily based on management's informed estimates and
judgments, with consideration given to materiality.  All
financial information in this annual report is consistent with
that in the financial statements.

     Management fulfills its responsibility for the integrity,
objectivity, consistency, and fair presentation of the financial
statements, and the financial information through an accounting
system and related internal accounting controls that are designed
to provide reasonable assurance that assets are safeguarded and
that transactions are authorized and recorded in accordance with
established policies and procedures.  The concept of reasonable
assurance is based on the recognition that the cost of a system
of internal accounting controls should not exceed the related
benefits.  As an integral part of the system of internal
accounting controls, One American Corp. and Subsidiaries has a
professional staff who monitor compliance with and assess the
effectiveness of the system of internal accounting controls while
coordinating audit coverage with the independent public
accountants.

     The Audit Committee of the Board of Directors, composed
solely of outside directors, meets periodically with management,
and the independent public accountants to review matters relating
to financial reporting, internal accounting controls and the
nature, extent and results of the audit effort.  The independent
public accountants have direct access to the Audit Committee with
or without management present.

     The financial statements as of December 31, 1996 and 1995,
were examined by Hannis T. Bourgeois & Co., L. L. P., independent
public accountants, who rendered an independent professional
opinion on the financial statements prepared by management.

                                   36
<PAGE>
Report of Independent Auditor

January 17, 1997

To the Shareholders
   and Board of Directors of
One American Corp. and Subsidiaries
Vacherie, Louisiana

     We have audited the accompanying Consolidated Balance Sheets
of One American Corp. and Subsidiaries as of December 31, 1996
and 1995, and the related Consolidated Statements of Income,
Changes in Stockholders' Equity, and Cash Flows for each of the
three years in the period ended December 31, 1996.  These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.
     We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
     In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of One American Corp. and Subsidiaries as of December 31, 1996
and 1995, and the results of their operations, changes in their
stockholders' equity and their cash flows for each of the three
years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.

Respectfully submitted,
/s/ Hannis T. Bourgeois & Co., L. L. P.
Hannis T. Bourgeois & Co., L. L. P.
Baton Rouge, Louisiana

                                   37
<PAGE>
<TABLE>
<CAPTION>
Consolidated Balance Sheets
One American Corp. and Subsidiaries
December 31, 1996 and 1995
In thousands                                                                 1996         1995
<S>                                                                       <C>          <C>
Assets
   Cash and Due From Banks - Note C                                       $11,176      $14,365
   Interest Bearing Deposits in Other Banks                                 2,770          867 
     Federal Funds Sold and Securities
     Purchased Under Resale Agreements                                     13,325        7,375
   Securities - Note D:
      Available for Sale (Amortized Cost of $111,797
         and $132,030, respectively)                                      111,894      132,592
         Total Securities                                                 111,894      132,592
   Loans - Note E                                                         135,859      107,593 
      Less:  Allowance for Loan Losses - Note F                            (3,083)      (3,273)
   Loans, Net                                                             132,776      104,320

   Bank Premises and Equipment - Note G                                     9,645        8,461
   Other Real Estate                                                           68            -
   Accrued Interest Receivable                                              2,031        2,112
   Other Assets                                                             2,426        1,536 
        Total Assets                                                     $286,111     $271,628 

Liabilities
   Deposits - Note H:
     Noninterest Bearing                                                  $45,907      $44,921
     Interest Bearing                                                     204,797      194,803 
         Total Deposits                                                   250,704      239,724

   Accrued Interest Payable                                                   693          603 
   Other Liabilities                                                        1,179        1,089 
        Total Liabilities                                                 252,576      241,416

Stockholders' Equity
   Common Stock-$5.00 par value;
     Authorized-10,000,000 shares;
      Issued-1,500,000 shares                                               7,500        7,500 
   Surplus                                                                  5,000        5,000
   Retained Earnings                                                       21,596       17,966 
   Unrealized Gain (Loss) on Securities Available for Sale, Net - Note D       64          371 
   Treasury Stock - 148,385 shares at cost                                   (625)        (625)
        Total Stockholders' Equity                                         33,535       30,212
        Total Liabilities and Stockholders' Equity                       $286,111     $271,628

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                   38
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Income
One American Corp. and Subsidiaries
for the years ended December 31, 1996, 1995, and 1994
In thousands, except per share data                                          1996         1995         1994
<S>                                                                        <C>           <C>          <C>
Interest Income
   Interest and Fees on Loans                                              11,701        9,948        8,521
   Interest on Securities:
      Taxable Interest                                                      6,884        7,040        6,108
      Nontaxable Interest                                                     559          636          674
         Total Interest on Securities                                       7,443        7,676        6,782
   Other Interest Income                                                      573          581          390

      Total Interest Income                                                19,717       18,205       15,693

   Interest Expense on Deposits - Note H                                    7,244        6,511        5,326
      Net Interest Income                                                  12,473       11,694       10,367

Provision for Loan Losses - Note F                                             90            -          350
   Net Interest Income After
      Provision for Loan Losses                                            12,383       11,694       10,017

Other Income
   Service Charges on Deposit Accounts                                      2,135        1,849        1,704
   Gain or (Loss) on Securities - Note D                                      285          442          823
   Gain on Purchased Assets - Note B                                          812        1,147        1,059
   Other Operating Income                                                     746        1,026          459
      Total Other Income                                                    3,978        4,464        4,045
      Income Before Other Expenses                                         16,361       16,158       14,062

Other Expenses
   Salaries and Employee Benefits - Note J                                  4,435        4,224        3,851
   Net Occupancy Expense                                                    1,184        1,150        1,110
   Net ORE Expense                                                            (13)        (159)        (435)
   Other Operating Expenses - Note K                                        3,424        3,286        3,464
      Total Other Expenses                                                  9,030        8,501        7,990
       Income Before Income Taxes                                           7,331        7,657        6,072
Applicable Income Taxes - Note L                                            2,281        2,410        1,808
      Net Income                                                           $5,050       $5,247       $4,264

      Net Income Per Share                                                  $3.74        $3.88        $3.15

      Cash Dividends Per Share                                              $1.05        $0.65        $0.40

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                   39
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Changes in Stockholders' Equity
One American Corp. and Subsidiaries
for the years ended December 31, 1996, 1995, and 1994
In thousands                                                                 1996         1995         1994
<S>                                                                        <C>          <C>          <C>
Common Stock
  Balance - Beginning and End of Period                                    $7,500       $7,500       $7,500

Surplus
  Balance - Beginning and End of Period                                    $5,000       $5,000       $5,000

Retained Earnings
  Balance - Beginning of Period                                           $17,966      $13,597       $9,874
  Net Income                                                                5,050        5,247        4,264
  Cash Dividends                                                           (1,420)        (878)        (541)
  Balance - End of Period                                                 $21,596      $17,966      $13,597

Unrealized Gain (Loss) on Securities Available for Sale, Net
  Balance - Beginning of Period                                              $371      ($1,482)        $448
  Net Change in Unrealized Gain (Loss)                                       (307)       1,853       (1,930)
  Balance - End of Period                                                     $64         $371      ($1,482)

Treasury Stock
  Balance - Beginning and End of Period                                     ($625)       ($625)       ($625)

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                   40
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
One American Corp. and Subsidiaries
for the years ended December 31, 1996, 1995, and 1994
In thousands                                                                 1996         1995         1994
<S>                                                                        <C>          <C>          <C>
Cash Flows From Operating Activities
  Net Income                                                               $5,050       $5,247       $4,264
  Adjustments to Reconcile Net Income to Net
    Cash Provided by Operating Activities:
      Gain on Purchased Assets                                               (811)      (1,147)      (1,059)
      Provision for Depreciation                                              679          686          655
      Provision for Loan Losses                                                90            -          350
      Net Amortization (Accretion) on Securities                              (87)        (412)        (264)
      Provision (Credit) for Deferred Income Taxes                             (1)         (90)         (97)
      (Gain) Loss on Sale of Other Real Estate                                 (8)        (153)        (430)
      (Gain) Loss on Sale of Equipment                                          -            6            0
      (Gain) Loss on Securities                                              (284)        (442)        (823)

   Changes in Assets and Liabilities:
      (Increase) Decrease in Accrued Interest Receivable                       81         (372)         196
      (Increase) Decrease in Other Assets                                    (728)         (41)        (824)
      Increase (Decrease) in Accrued Interest Payable                          90          268           91
      Increase (Decrease) in Other Liabilities                               (394)         288           13
        Net Cash Provided by Operating Activities                           3,677        3,838        2,072

Cash Flows From Investing Activities
  Maturities or Calls of Securities Available for Sale                     62,565       65,451      111,943
  Maturities or Calls of Securities Held to Maturity                            -          767          350
  Purchases of Securities Available for Sale                              (42,235)     (67,651)    (103,105)
  Purchases of Securities Held to Maturity                                      -         (502)      (4,433)
  Proceeds from Sale of Securities Available for Sale                         276          442          470
  Net (Increase) Decrease in Federal Funds Sold                            (5,950)         825       10,675
  Net (Increase) Decrease in Loans                                        (27,806)     (10,626)     (16,247)
  Proceeds from Sale of Other Real Estate                                      11          293          991
  Proceeds from Sale of Premises, Equipment, and Other Assets                   -          215            1
  Purchases of Premises and Equipment                                      (1,863)        (398)      (1,043)
  Proceeds from Other Borrowings                                              411          350            -
    Net Cash Used in Investing Activities                                ($14,591)    ($10,834)       ($398)

(Continued on next page)
</TABLE>

                                   41
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
for the years ended December 31, 1996, 1995, and 1994
In thousands
(Continued)                                                                  1996         1995         1994
<S>                                                                        <C>         <C>          <C>
Cash Flows From Financing Activities
  Net Increase (Decrease) in Demand Deposits, NOW
    and Savings Accounts                                                   $1,605      ($3,367)     ($4,784)
  Net Increase (Decrease) in Certificates of Deposits                       9,375       12,227          886
  Dividends Paid                                                           (1,352)      (1,080)        (406)
    Net Cash Provided (Used) By Financing Activities                        9,628        7,780       (4,304)

Decrease in Cash and Cash Equivalents                                      (1,287)         784       (2,630)
Cash and Cash Equivalents - Beginning of Year                              15,232       14,448       17,078
Cash and Cash Equivalents - End of Period                                 $13,945      $15,232      $14,448

Supplemental Disclosure of Cash Flow Information:
   Income Tax Payments                                                     $2,403       $2,032       $1,987

   Interest Paid on Deposits                                               $7,154       $6,243       $5,235

Noncash Investing Activities:
   Other Real Estate Acquired in Settlement of Loans                          $71          $46          $16

   Change in Unrealized Gain (Loss) on
      Securities Available for Sale                                         ($465)      $2,807      ($2,925)

   Change in Deferred Tax Effect on
      Unrealized Gain (Loss) on Securities Available for Sale               ($158)        $954        ($995)

   Transfer of Securities from Held to Maturity to Available for Sale          $-      $18,384           $-

Noncash Financing Activities:
   Dividends Declared and Not Paid                                           $405         $338         $541

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                   42     
<PAGE>
One American Corp. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996, 1995, and 1994

NOTE A
Summary of Significant Accounting Policies

     The accounting principles followed by One American Corp.
(the Company) and its wholly-owned Subsidiaries, First American
Bank and Trust (the Bank), and One American Agency, Inc. are
those which are generally practiced within the banking industry.
The methods of applying those principles conform with generally
accepted accounting principles and have been applied on a
consistent basis.  The principles which significantly affect the
determination of financial position, results of operations,
changes in stockholders' equity, and cash flows are summarized
below.

     Principles of Consolidation - The consolidated financial
statements include the accounts of One American Corp. and its
wholly-owned subsidiaries, First American Bank and Trust, and One
American Agency, Inc.  All significant intercompany balances and
transactions have been eliminated.  Certain reclassifications to
previously published financial statements have been made to
comply with current reporting requirements.

     Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during
the period.  Actual results could differ from those estimates.

     Securities - Securities are being accounted for in
accordance with Statement of Financial Accounting Standards
(SFAS) No. 115, "Accounting for Investments in Debt and Equity
Securities," which requires the classification of securities as
held to maturity, trading, or available for sale.
     Securities classified as held to maturity are those debt
securities the Bank has both the intent and ability to hold to
maturity regardless of changes in market conditions, liquidity
needs or changes in general economic conditions.  These
securities are carried at cost adjusted for amortization of
premium and accretion of discount, computed by various methods
approximating the interest method over their contractual lives.
     Securities classified as available for sale are those debt
securities that the Bank intends to hold for an indefinite period
of time but not necessarily to maturity.  Any decision to sell a
security classified as available for sale would be based on
various factors, including significant movements in interest
rates, changes in the maturity mix of the Bank's assets and

                                   43
<PAGE>
liabilities, liquidity needs, regulatory capital considerations,
and other similar factors.  Securities available for sale are
carried at fair value.  Unrealized gains or losses are reported
as increases or decreases in stockholders' equity, net of the
related deferred tax effect.  Realized gains or losses,
determined on the basis of the cost of specific securities sold,
are included in earnings.  The Bank does not engage in trading
account activities.

     Loans - Loans are stated at principal amounts outstanding,
less unearned income and allowance for loan losses.  Interest on
commercial loans is accrued daily based on the principal
outstanding.  Interest on installment loans is recognized and
included in interest income using the sum-of-the-digits method,
which does not differ materially from the interest method.
     Impaired loans are being accounted for in accordance with
Statement of Financial Standards (SFAS) No. 114, "Accounting by
Creditors for Impairment of a Loan," as amended by Statement No.
118, "Accounting by Creditors for Impairment of a Loan - Income
Recognition and Disclosure."  The statements generally require
impaired loans to be measured on the present value of expected
future cash flows discounted at the loan's effective interest
rate, or as an expedient, at the loan's observable market price
or the fair value of the collateral if the loan is collateral
dependent.
     A loan is impaired when it is probable the creditor will be
unable to collect all contractual principal and interest payments
due in accordance with the terms of the loan agreement.  Interest
on impaired loans is discontinued when, in management's opinion,
the borrower may be able to meet payments as they become due.
Generally, the Bank discontinues the accrual of interest income
when a loan becomes 90 days past due as to principal or interest.
When a loan is placed on non-accrual status, previously
recognized but uncollected interest is reversed to income or
charged to the allowance for loan losses.  Interest income is
subsequently recognized only to the extent cash payments are
received.

     Allowance for Loan Losses - The allowance for loan losses is
an amount which in management's judgment is adequate to absorb
potential losses in the loan portfolio.  The allowance for loan
losses is based upon management's review and evaluation of the
loan portfolio.  Factors considered in the establishment of the
allowance for loan losses include management's evaluation of
specific loans, the level and composition of classified loans,
historical loss experience, results of examinations by regulatory
agencies, an internal asset review process, expectations of
future economic conditions and their impact on particular
borrowers, and other judgmental factors.
     The allowance for loan losses is based on estimates of
potential future losses, and ultimate losses may vary from the
current estimates.  These estimates are reviewed periodically and
as adjustments become necessary, the effect of the change in

                                   44
<PAGE>
estimate is charged to operating expenses in the period incurred.
All losses are charged to the allowance for loan losses when the
loss actually occurs or when management believes that the
collectibility of the principal is unlikely.  Recoveries are
credited to the allowance at the time of recovery.

     Bank Premises and Equipment - Bank premises and equipment
are stated at cost less accumulated depreciation.  Depreciation
is provided at rates based upon estimated useful service lives
(ten to thirty years for buildings, three to ten years for
equipment) using the straight-line method for financial reporting
purposes and accelerated methods for income tax purposes.
     The cost of assets retired or otherwise disposed of and the
related accumulated depreciation are eliminated from the accounts
in the year of disposal and the resulting gains or losses are
included in current operations.
     Expenditures for maintenance and repairs are charged to
operations as incurred.  Costs of major additions and
improvements are capitalized.

     Other Real Estate - Other real estate is comprised of
properties acquired through foreclosure or negotiated settlement.
The carrying value of these properties is lower of cost or fair
value less estimated selling expenses.  Loan losses arising from
the acquisition of these properties are charged against the
allowance for loan losses.  Any subsequent market reductions
required are charged to other real estate expense.  Revenues and
expenses associated with maintaining or disposing of foreclosed
properties are recorded during the period in which they are
incurred.

     Income Taxes - The provision for income taxes is based on
income as reported in the financial statements after interest
income from state and municipal securities is excluded.  Also
certain items of income and expenses are recognized in different
time periods for financial statement purposes than for income tax
purposes.  Thus, provisions for deferred taxes are recorded in
recognition of such timing differences.
     Deferred taxes are provided utilizing a liability method in
accordance with SFAS No. 109 whereby deferred tax assets are
recognized for deductible temporary differences and operating
loss and tax credit carryforwards and deferred tax liabilities
are recognized for taxable temporary differences.  Temporary
differences are the differences between the reported amounts of
assets and liabilities and their tax bases.  Deferred tax assets
are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized.  Deferred tax
assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.
     The Company and its subsidiaries file a consolidated federal
income tax return.  In addition, state income tax returns are

                                   45
<PAGE>
filed individually by the Companies in accordance with state
statutes.

     Earnings per Common Share - The computation of earnings per
share and other per share amounts of common stock is based on the
weighted average number of shares of common stock outstanding
during each year, which is 1,351,615 for all periods presented.

     Statements of Cash Flows - For purposes of reporting cash
flows, cash and cash equivalents include cash on hand and amounts
due from banks (including cash items in process of clearing).

     Current Accounting Developments - The Financial Accounting
Standards Board has issued Statement No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities."  This statement becomes effective for transfers
and servicing of financial assets and extinguishments of
liabilities occurring after December 31, 1996.  This statement
provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities.
The statement generally requires that after a transfer of
financial assets, an entity would recognize all financial assets
and servicing it controls and liabilities it has incurred , and
would not recognize financial assets when control has been
surrendered or liabilities when they have been extinguished.  The
Bank has addressed the potential future impact of the application
of this statement, and considers it to be immaterial.

NOTE B
Acquisitions

     On September 23, 1996, the Bank acquired the First American
Bank of Tangipahoa located in Hammond, Tangipahoa Parish,
Louisiana for a purchase price of $1.8 million.  Pursuant to a
Merger and Acquisition Agreement, the Bank acquired assets with a
fair value of $6.9 million and assumed $5.7 million in deposits
and specific liabilities as disclosed in the table below.  The
excess of the purchase price over the value of the net tangible
assets has been assigned to goodwill and is being amortized over
fifteen years.  This acquisition was accounted for using the
purchase method of accounting, and the results of operations are
included in the consolidated financial statements from the date
of acquisition.

                                   46
<PAGE>
($ in thousands)                                              9/23/96
Assets:
   Cash and Due From Banks                                       $727
   Federal Funds Sold                                           1,825
   Securities                                                     235
   Loans, Net                                                   4,044
   Bank Premises and Equipment                                      6
   Other Real Estate                                               22
   Accrued Interest Receivable                                     44
   Other Assets                                                     5
      Total Assets                                             $6,908


Liabilities and Stockholders Equity:
   Deposits                                                    $5,659
   Accrued Interest Payable                                       $19
   Other Liabilities                                               17
   Stockholders Equity                                          1,213
      Total Liabilities and Stockholders Equity                $6,908

     Gain on purchased assets is recognized from acquired loans
from previous bank acquisitions on a cost recovery method as
principal payments are made and is included in the financial
statements as Gain on Purchased Assets.

NOTE C
Cash and Due from Banks

     The Bank is required to maintain average cash reserve
balances.  The amounts of those reserves at December 31, 1996 and
1995, were approximately $3.0 million and $2.4 million,
respectively.

                                   47
<PAGE>
NOTE D
Securities

     Amortized costs and fair values of securities available for
sale as of December 31, 1996 and 1995 are summarized as follows:
<TABLE>
<CAPTION>
                                                                                    1996
                                                                             Gross          Gross
                                                            Amortized     Unrealized     Unrealized        Fair
($ in thousands)                                              Cost           Gains         Losses          Value

<S>                                                           <C>                <C>           <C>         <C>
U. S. Treasury Securities                                     $34,232            $86           ($14)       $34,304
Securities of Other U. S. Government Agencies                  58,610             14           (499)        58,125
Mortgage-Backed Securities                                      8,674            205            (50)         8,829
Obligations of State and Political Subdivisions                 9,430            355              -          9,785
Equity Securities                                                 851              -              -            851
   Totals                                                    $111,797           $660          ($563)      $111,894
<CAPTION>
                                                                             Gross          Gross
                                                            Amortized     Unrealized     Unrealized        Fair
($ in thousands)                                              Cost           Gains         Losses          Value

<S>                                                           <C>               <C>             <C>        <C>
U. S. Treasury Securities                                     $44,630           $318            ($2)       $44,946
Securities of Other U. S. Government Agencies                  64,227            141           (543)        63,825
Mortgage-Backed Securities                                     11,254            223            (25)        11,452
Obligations of State and Political Subdivisions                11,133            452             (2)        11,583
Equity Securities                                                 786              -              -            786
   Totals                                                    $132,030         $1,134          ($572)      $132,592
</TABLE>
     Included in the category of Securities of Other US
Government Agencies at December 31, 1996 is $21.5 million par
value of structured notes, with an amortized cost of $21.5
million and a fair value of $21.2 million.  At December 31, 1995,
the Bank held $19.6 million of par value of these notes with an
amortized cost of $19.6 million with a fair value of $19.2
million.  The structured notes, which are issued by US Government
Agencies, are debt securities whose cash flows are dependent on
one or more indices in ways that create interest rate risk.
Management understands the risks associated with these types of
instruments and has the capability to effectively monitor the
notes activity.  Although classified in the available for sale
category, it is management's intention to hold the structured
notes until the notes mature at par value.  Based on the variable
nature of said securities and the securities percentage
relationship to earning assets, a +/- 200 basis point interest
rate shock and income simulation on the security class showed
minimal impact on earnings.  Further, management is of the
opinion that earning trends indicate the ability to accept any
adverse risk associated with the possible sale of said securities
should the decision to hold the structured notes to maturity
change.
     The Bank also has approximately $342 thousand in par value
of Louisiana Agricultural Finance Authority Bonds and Louisiana

                                   48
<PAGE>
Housing Finance Authority Bonds with a book value of $1, on
nonaccrual status.  Under a directive from state regulatory
agencies the original $2.35 million in par value of the
Guaranteed Investment Contracts were placed on nonaccrual status
in May, 1992.  Due to the directive, the bonds were written down
to $.20 on the dollar or $470 thousand.  While management has
written down these bonds in accordance with regulatory policy as
mentioned above, management continues to feel that the fair value
was not representative of the potential liquidation value of
these bonds.  Management is of the opinion that the permanent
impairment of the bonds was not in excess of the prescribed
regulatory write downs.  A class action suit was filed on behalf
of the bondholders. In summary, the suit sought a determination
of the priority treatment the bondholders would receive under
California statutes in the liquidation of Executive Life
Insurance Company.  Under Priority 5 the Guaranteed Investment
Contracts (GICs), which support the municipal bonds, would be
treated as insurance policies and would have the same payout
ratio as other policies.  Under Priority 6, the GICs would have
the status of a general unsecured creditor.  On November 15,
1992, the Superior Court in California ruled the GICs were a
Priority 5.  As a result of pending litigation, continued
settlement proposals are taking place between the guarantors of
the bonds and the bondholders.  To date, the Bank has recovered
approximately $2.0 million as partial payments of the $2.35
million in original par value.  Of the $2.0 million, $1.54
million was recognized as gains on securities available for sale
since the original write down.  The remaining $470 thousand was
applied against the book value.  Of the $1.54 million in gains
recognized since the write down, $277 thousand was recognized in
1996, and $440 thousand was recognized in the year 1995.  The
Bank continues to pursue the collection of principal on these
securities.  However, the amount of any future fulfillment of
these collection actions remain uncertain.
     The following table shows the amortized cost, fair value,
maturity distribution, and weighted average yield of the
securities available for sale as of December 31, 1996.
Maturities may differ from contractual maturities in mortgage-
backed securities because the mortgages underlying the securities
may be called or repaid without any penalties.

                                   49
<PAGE>
<TABLE>
<CAPTION>
($ in thousands)                                       Amortized        Fair          Average
                                                         Cost           Value          Yield
<S>                                                     <C>           <C>               <C>
U. S. Treasury Securities
   Within 1 Year                                        $28,735        $28,790           5.32%
   After 1 but Within 5 Years                             5,497          5,514           4.89%
   After 5 but Within 10 Years                                -              -              -
   After 10 Years                                             -              -              -   
                                                         34,232         34,304           5.25%
Securities of Other U. S. Government Agencies
   Within 1 Year                                         11,107         11,095           5.44%
   After 1 but Within 5 Years                            47,503         47,030           5.74%
   After 5 but Within 10 Years                                -              -              -
   After 10 Years                                             -              -              -
                                                         58,610         58,125           5.68%
Mortgage-Backed Securities
   Within 1 Year                                              2              2          14.19%
   After 1 but Within 5 Years                               403            433           9.43%
   After 5 but Within 10 Years                            1,156          1,235           9.29%
   After 10 Years                                         7,113          7,159           6.87%
                                                          8,674          8,829           7.34%
Obligations of State and Political Subdivisions*
   Within 1 Year                                            109            110           9.40%
   After 1 but Within 5 Years                             6,630          6,884           8.36%
   After 5 but Within 10 Years                            2,565          2,644           7.72%
   After 10 Years                                           126            147          10.75%
                                                          9,430          9,785           8.23%

Equity Securities                                           851            851           5.90%
                                                            851            851           5.90%

      Totals                                           $111,797       $111,894           5.91%
* Tax Equivalent Basis - 34% in 1996
</TABLE>
     Securities available for sale with a carrying amount of
$38.2 million and $20.1 million at December 31, 1996 and 1995,
respectively, were pledged as collateral on public deposits and
for other purposes as required or permitted by law.
     The Bank has invested in Federal Home Loan Bank of Dallas
stock which is included in Equity Securities and is reflected at
the lower of cost or fair value in these financial statements.
The cost of these securities was $851 thousand and $786 thousand,
which approximates fair value, at December 31, 1996 and 1995,
respectively.

     Gross realized gains and losses from the sale of securities
for the years ended December 31, 1996, 1995, and 1994 are as
follows:
<TABLE>
<CAPTION>
($ in thousands)                                  1996           1995           1994
<S>                                               <C>            <C>            <C>
Realized gains                                    $285           $442           $823
Realized losses                                      -              -              -
                                                  $285           $442           $823
</TABLE>

                                   50
<PAGE>
NOTE E
Loans

     An analysis of the loan portfolio at December 31, 1996 and
1995, is as follows:
($ in thousands)                             1996          1995

Commercial, Financial, and Agricultural   $10,442       $10,786
Real Estate - Construction                  3,184         1,662
Real Estate - Mortgage                    105,800        81,082
Individuals                                13,559        11,457
Foreign                                     1,361         1,846
All Other Loans                             1,578           793
Total Loans                               135,924       107,626
Unearned Income                               (65)          (33)
   Total Loans, net of Unearned Income   $135,859      $107,593

     Impaired loans having recorded investments of $4.0 million
at December 31, 1996 have been recognized in conformity with FASB
Statement No. 114 as amended by FASB Statement No. 118.  The
average recorded investment in impaired loans during the year
ended December 31, 1996 was approximately $3.8 million. Impaired
loans at December 31, 1995 were $3.6 million.  The allowance for
loan losses related  to these loans was
$1.9 million at December 31, 1996 and $1.4 million at December
31, 1995.  Interest received on impaired loans amounted to $458
thousand and $399 thousand at December 31, 1996 and 1995,
respectively.  Non-accrual loans not included in impaired loans
were immaterial at December 31, 1996 and 1995.
     The Bank is permitted, under the laws of the State of
Louisiana, to make extensions of credit to its executive officers
and directors and their affiliates in the ordinary course of
business.  An analysis of the aggregate loans, for December 31,
1996 and 1995, are as follows:

($ in thousands)                                        1996           1995

Balance - Beginning of Year                           $1,955         $2,197
New Loans                                              2,672            954

Repayments                                            (1,929)        (1,196)
Balance - End of Year                                 $2,698         $1,955

Maximum Balance During the Year                       $2,796         $2,197

                                   51
<PAGE>
NOTE F
Allowance for Loan Losses

     Following is a summary of the activity in the allowance for
loan losses:
<TABLE>
<CAPTION>
($ in thousands)                                           1996           1995           1994
<S>                                                      <C>            <C>            <C>
Balance - Beginning of Year                              $3,273         $3,077         $2,717
   Current Provision from Income                             90              -            350
   Recoveries on Loans Charged-Off                          230            634            121
   Loans Charged-Off                                       (510)          (438)          (111)
Balance - End of Year                                    $3,083         $3,273         $3,077

Ratio of Allowance for Loan Losses to
   Impaired Loans at End of Year                         74.91%         90.92%             -

Ratio of Allowance for Loan Losses to Loans
   Outstanding at End of Year                             2.27%          3.04%          3.22%

Ratio of Net Loans Charged-Off to
   Loans Outstanding at End of Year                       0.20%          (.18%)         (.02%)
</TABLE>
NOTE G
Bank Premises and Equipment

     Bank premises and equipment costs and the related
accumulated depreciation at December 31, 1996 and 1995, are as
follows:
($ in thousands)                                        1996           1995

Land                                                  $2,645         $2,342
Bank Premises                                          8,008          6,999
Furniture and Equipment                                4,839          4,322
                                                      15,492         13,663
Accumulated Depreciation                              (5,847)        (5,202)
                                                      $9,645         $8,461

     Depreciation charged to operating expenses for the three
years ended December 31, 1996, 1995, and 1994, respectively, was
$679 thousand, $686 thousand, and $655 thousand.

                                   52
<PAGE>
NOTE H
Deposits

     Following is a detail of deposits as of December 31, 1996
and 1995:
($ in thousands)                                        1996           1995

Non-interest Bearing Accounts                        $45,907        $44,921
NOW and Super NOW  Accounts                           24,273         24,160
Insured Money Market Accounts                         56,535         55,909
Savings Accounts                                      32,181         32,299
Certificates of Deposit over $100,000                 12,352         10,102
Other Certificates of Deposit                         79,456         72,333
   Total Deposits                                   $250,704       $239,724

     Interest expense on Certificates of Deposit over $100
thousand at December 31, 1996, 1995, and 1994, amounted to $472
thousand, $387 thousand and $244 thousand, respectively.
     Public Fund deposits at December 31, 1996 and 1995, were
$18.3 million and $15.7 million, respectively.

NOTE I
Stockholders' Equity and Regulatory Matters

     Dividends are paid by the Company from its assets which are
provided primarily by dividends from the Bank.  Dividends are
payable only out of retained earnings and current earnings of the
Company.  Certain restrictions exist regarding the ability of the
Bank to transfer funds to the Company in the form of cash
dividends.  Regulatory approval is required to pay dividends in
excess of the Bank's earnings in the current year plus retained
net profits for the preceding year.  As of January 1, 1997, the
Bank had retained earnings of $23.0 million of which $7.0 million
was available for distribution without prior regulatory approval.
     The Bank is also required to maintain minimum amounts of
capital to total risk weighted assets, as defined by the banking
regulators.  At December 31, 1996, the Bank is required to have
minimum Tier 1 and Total Capital ratios of 4.00% and 8.00%,
respectively.  The Bank's actual ratios at that date were 24.09%
and 25.35%, respectively.  The Bank's Leverage Ratio at December
31, 1996, was 11.75%.
     Under current regulations, the Bank is limited in the amount
it may loan to its affiliates.  Loans to a single affiliate may
not exceed 10%, and loans to all affiliates may not exceed 20% of
the Bank's capital and surplus.

NOTE J
Employee Benefit Plans

     The Bank maintains a Salary Deferral Plan qualified under
Internal Revenue Service Code Section 401(k) for all employees
who are 21 years of age and have completed one year of service.
Covered employees may elect to contribute 1% to 15% of gross pay

                                   53
<PAGE>
to the plan.  The majority of the plans assets are invested in
mutual funds.  As part of the plan, the Bank has, at its
discretion, the ability to match the contributions or make
supplemental contributions.  No amounts were contributed by the
Bank for either 1996 or 1995.
     The Bank maintains a noncontributory defined benefit pension
plan covering all employees who qualify as to age and length of
service.  Current policy is to fund annual pension costs as they
accrue.  Pension expense was $127 thousand, $164 thousand and
$133 thousand for the years ended December 31, 1996, 1995, and
1994, respectively. The majority of the plans assets are invested
in money market funds or mutual funds.  The following table sets
forth the plan's funded status at December 31, 1996 and 1995.
($ in thousands)                                         1996           1995
Actuarial Present Value of Benefit Obligations:
Vested Benefits                                        $3,448         $2,455
Accumulated Benefits                                   $3,681         $3,305

Projected Benefits                                    ($4,842)       ($4,456)
Plan Assets at Fair Value                               5,346          4,881

Projected Benefit Obligation Less
   Than (In Excess Of) Plan Assets                        504            425
Unrecognized Net (Gain) Loss                              (79)           207
Unrecognized Net Obligation (Asset)                      (158)          (256)
Prepaid Pension Expense                                  $267           $376


     Assumptions used by the Company in the determination of
pension plan information consisted of the following:

Discount Rate                                           8.25%          8.25%
Rate of Increase in Compensation Levels                 5.50%          5.50%
Expected Long-Term Rate of Return
   on Plan Assets                                       9.00%          9.00%

     Net pension expense for 1996, 1995, and 1994 included the
following components:
<TABLE>
<CAPTION>
($ in thousands)                                            1996          1995           1994
<S>                                                        <C>            <C>            <C>
Service Cost                                               $248           $245           $249
Interest Cost                                               328            297            256
Return on Assets                                           (496)          (724)            14
Net Amortization and Deferral                                47            346           (386)
                                                           $127           $164           $133
</TABLE>
     The Bank's employee benefit program also includes self-
funded health and dental insurance plans for all full-time
employees.  The costs of these plans are completely funded by the
Bank.  The employees can also elect to purchase dependent

                                   54
<PAGE>
coverage under the plans.  The Bank pays a premium to a reinsurer
for coverage on losses and claims that exceed $20,000 per
individual per plan year.  Amounts paid by the Bank in
association with these plans totaled $530 thousand and $529
thousand for the years ended December 31, 1996 and 1995,
respectively.  The Bank had set aside reserves in the amount of
$618 thousand for payment of unreported claims with dates of
service through December 31, 1996.

NOTE K
Other Operating Expenses

     The analysis of other operating expenses for the years ended
December 31, 1996, 1995, and 1994, are as follows:
<TABLE>
<CAPTION>
($ in thousands)                                            1996          1995           1994
<S>                                                        <C>            <C>            <C>
Advertising and Public Relations                           $349           $344           $331
Armored Courier Service                                     115             94             96
Director Fees                                               177            152            161
Equipment Expense                                           946            888            821
Legal and Professional                                      398            266            337
Postage and Shipping                                        175            167            159
Regulatory Assessments                                       32            267            603
Service Charges-Other Institutions                          126            112            113
Stationery, Printing, and Supplies                          322            328            274
Telephone                                                   233            189            210
Other                                                       551            479            359
                                                         $3,424         $3,286         $3,464
</TABLE>
NOTE L
Income Taxes

     The total provision for income taxes charged to income
amounted to $2.3 million for 1996, $2.4 million for 1995, and
$1.8 million for 1994.  The provisions represent effective tax
rates of 31% for 1996 and 1995, and 30% for 1994.  Following is a
reconciliation between income tax expense based on the federal
statutory tax rates and income taxes reported in the statements
of income.
<TABLE>
<CAPTION>
($ in thousands)                                            1996          1995           1994
<S>                                                      <C>            <C>            <C>
Income Taxes Based on Statutory Rates -
   34% for periods shown                                 $2,492         $2,603         $2,064
Tax Exempt Income                                          (188)          (216)          (229)
Other - Net                                                 (23)            23            (27)
                                                         $2,281         $2,410         $1,808
</TABLE>

                                   55
<PAGE>
     The components of consolidated income tax expense (benefits)
are:
<TABLE>
<CAPTION>
($ in thousands)                                            1996          1995           1994
<S>                                                      <C>            <C>            <C>
Provision for Current Taxes                              $2,282         $2,500         $1,905
Provision (Credit) for Deferred Taxes                        (1)           (90)           (97)
                                                         $2,281         $2,410         $1,808
</TABLE>
     A deferred income tax asset of $630 thousand and $471
thousand is included in other assets at December 31, 1996 and
1995, respectively.  The deferred tax provision (credit) consists
of the following timing differences:
<TABLE>
<CAPTION>
($ in thousands)                                           1996           1995           1994
<S>                                                         <C>           <C>              <C> 
Depreciation Expense for Tax Reporting
   in Excess of Amount for Financial Reporting              ($2)           $14             $6
Provision for Loan Losses for Financial
    Reporting in Excess of Amount for
    Tax Reporting                                            21            (63)          (128)
Accretion Income for Financial Reporting
   in Excess of Tax Reporting                               (17)            (4)            25
Increase in Insurance Reserve                               (21)          (147)             -
Increase in Prepaid Pension                                  18            110              -

                                                            ($1)          ($90)          ($97)
</TABLE>
     The net deferred tax asset consists of the following
components at December 31, 1996 and 1995:
<TABLE>
<CAPTION>
($ in thousands)                                           1996           1995
<S>                                                       <C>            <C>
Depreciation                                              ($349)         ($351)
Provision for Loan Losses                                   993          1,014
Accretion Income                                            (21)           (38)
Insurance Reserve                                           168            147
Prepaid Pension                                            (128)          (110)
Unrealized (Gain) Loss on Securities
   Available for Sale                                       (33)          (191)
   Total Deferred Tax Asset                                $630           $471
</TABLE>
NOTE M
Short-Term Borrowings
     The Bank maintains an open line of credit with the Federal
Home Loan Bank of Dallas.  The total line of credit available
with Federal Home Loan Bank of Dallas amounts to approximately
$6.5 million at December 31, 1996.  This amount is computed based
on the Bank's stock position less current advances, not to exceed
65% of the Bank's outstanding 1-4 family mortgage loans.  The
agreement provides for interest based upon the federal funds rate
on outstanding balances for short term purposes and a certain
spread above the treasury yield curve for longer term advances.
Drawings on the line were $761 thousand and $350 at December 31,

                                   56
<PAGE>
1996 and 1995 respectively.  The line is collateralized by a
blanket lien on 1-4 family mortgage loans.

NOTE N
Off-Balance Sheet Instruments

     The Company is a party to financial instruments with off-
balance-sheet risk in the normal course of business to meet the
financing needs of its customers.  These financial instruments
include commitments to extend credit, financial guarantees, and
letters of credit.  Those instruments involve, to varying
degrees, elements of credit risk in excess of the amount
recognized in the balance sheets.
     The Company's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for
commitments to extend credit and letters of credit is represented
by the contractual amount of those instruments.  The Bank uses
the same credit policies in making commitments and conditional
obligations as they do for on-balance sheet instruments.
     In the normal course of business the Company has made
commitments to extend credit of $10.0 million at December 31,
1996.  This amount includes unfunded loan commitments aggregating
$9.3 million and letters of credit of $697 thousand.

NOTE O
Concentrations of Credit

     All of the Bank's business activities are with customers in
the Bank's market area, which consists primarily of the southeast
region of the State of Louisiana.  Investments in state and
municipal securities also involve governmental entities within
the Bank's market area.  The concentrations of credit by type of
loan are shown in Note E.  Most of the Bank's credits are to
individuals and small businesses secured by  real estate.  The
Bank, as a matter of policy, does not extend credit to any single
borrower or group of related borrowers in excess of $4 million.

NOTE P
Fair Value of Financial Instruments

     The following methods and assumptions were used to estimate
the fair value of each class of financial instruments for which
it is practicable to estimate that value:

     Cash and Short-Term Investments - For those short-term
instruments, the carrying amount is a reasonable estimate of fair
value.

     Securities - Fair value of securities held to maturity and
available for sale is based on quoted market prices or dealer
quotes.  If a quoted market price is not available, fair value is
estimated using quoted market prices for similar securities.

                                   57
<PAGE>
     Loans - The fair value for loans is estimated using
discounted cash flow analyses, with interest rates currently
being offered for similar loans to borrowers with similar credit
rates.  Loans with similar classifications are aggregated for
purposes of the calculations.  The allowance for loan losses
which was used to measure the credit risk, is subtracted from
loans.

     Deposits - The fair value of demand deposits, savings
accounts, and certain money market deposits is the amount payable
on demand at the reporting date.  The fair value of fixed-
maturity certificates of deposit is estimated using discounted
cash flow analyses, with interest rates currently offered for
deposits of similar remaining maturities.

     Commitments to Extend Credit and Standby Letters of Credit -
The fair value of commitments is estimated using the fees
currently charged to enter into similar agreements, taking into
account the remaining terms of the agreements and the present
creditworthiness of the parties.  For fixed-rate loan
commitments, fair value also considers the difference between
current levels of interest rates and the committed rates.  The
fair value of letters of credit is based on fees currently
charged for similar agreements at the reporting date.
     The estimated approximate fair values of the Bank's
financial instruments as of December 31, 1996 and 1995 are as
follows:
<TABLE>
<CAPTION>
($ in thousands)                                                  1996                          1995
                                                        Carrying                      Carrying
Financial Assets:                                        Amount       Fair Value       Amount       Fair Value
   <S>                                                  <C>            <C>            <C>            <C>
   Cash and
      Short-Term Investments                            $13,946        $13,946        $22,607        $22,607
   Securities                                           111,894        111,894        132,592        132,592
   Loans - Net                                          132,776        132,683        104,320        104,416
                                                       $258,616       $258,523       $259,519       $259,615

Financial Liabilities:
   Deposits                                            $250,704       $250,175       $239,724       $239,817

Unrecognized Financial Instruments
   Commitments to Extend Credit
      and Letters of Credit                                  $-             $-             $-             $2
</TABLE>
NOTE Q
Litigation and Contingencies

     In February 1997, a party filed a $5.1 million suit against
the bank.  This petition is still in its early stages and no
documentation has been provided to support any of the allegations
which have been made against the Bank.  At this time, Bank's
Counsel believes there is no merit to the claim and no liability

                                   58
<PAGE>
to the Bank.  No provision has been made in these financial
statements.

     During the normal course of business, the Company is
involved in various other legal proceedings.  In the opinion of
management and counsel, any liability resulting from such
proceedings would not have a material adverse effect on the
Company's financial statements.

                                   59
<PAGE>
NOTE R
Parent Company Financial Statements
     The financial statements for One American Corp. (Parent
Company Only) are presented below:
<TABLE>
<CAPTION>
BALANCE SHEETS
December 31, 1996 and 1995

($ in thousands)                                                          1996           1995
<S>                                                                     <C>            <C>
Assets
   Cash                                                                 $1,699         $1,252
   Receivables from Subsidiaries                                            18            361
   Income Tax Receivable                                                   122              -
   Investment in Subsidiaries:
      First American Bank and Trust                                     32,044         29,125
      One American Agency, Inc.                                            194            160
                                                                        32,238         29,285
         Total Assets                                                  $34,077        $30,898

Liabilities
   Accrued Dividend Payable                                               $135           $338
   Payables to Subsidiaries                                                407              -
   Income Taxes Payable                                                      -            348
                                                                           542            686

Stockholders' Equity
   Common Stock                                                          7,500          7,500
   Surplus                                                               5,000          5,000
   Retained Earnings                                                    21,660         18,337
   Treasury Stock - 148,385 shares at cost                                (625)          (625)
   Total Stockholders' Equity                                           33,535         30,212
        Total Liabilities and Stockholders' Equity                     $34,077        $30,898

</TABLE>

                                   60
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF INCOME
for the years ended December 31, 1996, 1995, and 1994
($ in thousands)                                                          1996           1995           1994
<S>                                                                        <C>            <C>            <C>
Income
   Interest Income                                                         $34            $17            $11
   Dividends from Subsidiaries:
      First American Bank and Trust                                      1,800          1,425            600
      One American Agency, Inc.                                              -              -              -
         Total Income                                                    1,834          1,442            611

Expenses
   Operating Expenses                                                       48             53             48
       Total Expenses                                                       48             53             48

Income before Income Taxes and Equity in
   Undistributed Net Income of Subsidiaries                              1,786          1,389            563

Income Tax Expense (Benefit)                                                (5)           (12)           (13)

Income before Equity in Undistributed
   Net Income of Subsidiaries                                            1,791          1,401            576

Equity in Undistributed Net Income of Subsidiaries                       3,259          3,846          3,688

     Net Income                                                         $5,050         $5,247         $4,264
</TABLE>

                                   61
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1996, 1995, and 1994
($ in thousands)                                                          1996           1995           1994
<S>                                                                     <C>            <C>            <C>
Cash Flows From Operating Activities:
   Net Income                                                           $5,050         $5,247         $4,264
   Adjustments to Reconcile Net Income to Net
      Cash Provided by Operating Activities:
         Equity in Undistributed Net Income of Subsidiaries             (3,259)        (3,846)        (3,688)
         Changes in Assets and Liabilities:
            Increase (Decrease) in Payables from Subsidiaries              135              -              -
            (Increase) Decrease in Receivables from Subsidiaries           343           (361)            45
            (Increase) Decrease in Income Tax Receivables                 (122)            13            (13)
            Increase (Decrease) in Income Taxes Payable                   (348)           348            (25)

      Net Cash Provided by Operating Activities                          1,799          1,401            583

Cash Flows From Financing Activities:
   Dividends Paid                                                       (1,352)        (1,080)          (406)
      Net Cash Used in Financing Activities                             (1,352)        (1,080)          (406)

Net Increase in Cash
Cash - Beginning of Year                                                 1,252            931            754
Cash - End of Year                                                      $1,699         $1,252           $931

Noncash Financing Activities:
   Dividends Declared and Not Paid                                        $407           $338           $541

   Change in Unrealized Gain (Loss) on Securities Available
      For Sale, Net                                                      ($307)        $1,853        ($1,930)
</TABLE>

                                   62
<PAGE>
Item 9.   Disagreements on Accounting and Financial Disclosures

     Not Applicable.

                            Part III

Items 10, 11, 12, and 13.

     The information required by items 10, 11, 12 and 13 is
included in the Company's Proxy Statement, for the 1997 Annual
Meeting of Stockholders and is incorporated herein by reference.

                             Part IV

Item 14.  Exhibits, Financial Statements Schedules and Reports on
Form 8-K

(a)  Financial Statements

                    1.   The financial statements of One American
               Corp. in the Company's 1996 Form 10-K are
               incorporated by reference in Item 8.

                    2.   Other financial statement schedules are
               either omitted because they are inapplicable or
               included in the financial statements or related
               notes.


(b)  Reports on Form 8-K

               There were no Forms 8-K filed in the quarter ended
          December 31, 1996.

(c)  Exhibits

                    3.   Articles of Incorporation and by-laws of
               One American Corp. are incorporated by reference to
               the Company's Registration Statement on Form S-14
               filed October 29, 1982, with the Security and
               Exchange Commission.

                    22.  Subsidiaries of the Registrant
               First American Bank and Trust, incorporated
under the laws of the State of Louisiana

                         One American Agency, Inc., incorporated
               under the laws of the State of Louisiana

                    23.  Definitive Proxy Statement for the 1997
               Annual Meeting of Stockholders' of One American
               Corp.

                                   63
<PAGE>
                           Signatures

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                             ONE AMERICAN CORP.

                                             /s/ J. B. Falgoust
                                             J. B. Falgoust
                                             President

                                             Dated  March 13, 1997

     Pursuant to the requirements of the Securities Act of 1934,
this report has been signed by the following persons in the
capacities indicated on March 13, 1997:

/s/ J. B. Falgoust, President, (principal executive, financial and
accounting officer) and Director
J. B. Falgoust

/s/ Craig G. Brazan, Director
Craig G. Brazan

/s/ E. V. Cazenave, Jr., Director
E. V. Cazenave, Jr.

/s/ Michael J. Cazenave, Director
Michael J. Cazenave

/s/ Dean T. Falgoust, Director
Dean T. Falgoust

/s/ Preston L. Falgoust, Director
Preston L. Falgoust

/s/ Marcel T. Graugnard, Jr., Director
Marcel T. Graugnard, Jr.

/s/ Honora F. Gravois, Director
Honora F. Gravois

/s/ Ozane J. Gravois III, Director
Ozane J. Gravois III

/s/ Anthony J. Nobile, Director
Anthony J. Nobile

/s/ Dr. Carl J. Poche, Director
Dr. Carl J. Poche

                                   64
<PAGE>
/s/ Craig A. Vitrano, Director
Craig A. Vitrano

/s/ David J. Vial, Director
David J. Vial

/s/ Albert J. Waguespack, Director
Albert J. Waguespack

/s/ Francis A. Waguespack, Jr., Director
Francis A. Waguespack, Jr.

                                   65
<PAGE>