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, 1997

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

            Louisiana                              72-0948181
(State or other jurisdiction of                  (I.R.S. Employer
Incorporation of 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:  $38,298,182.00 (1,035,086
Shares @ $37.00 per share)*

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

     Common stock $5 Par Value, 1,351,090 shares outstanding as
of March 12, 1998.

               Documents Incorporated by Reference

      Document                           Part of Form 10-K

     Definitive Proxy Statement for 1998         Part I and Part III
          Annual Meeting of Stockholders
     *For purposes of the computation, shares (316,004) owned by
executive officers, directors and 5% shareholders have been
excluded.

                                   1
<PAGE>

                             Part I

Item 1    Description of Business                             3
          Supplemental Financial Information:
          Average Balance Sheets and Interest Yield Analysis  7
          Interest Differential                               7
          Securities Portfolio                                8
          Loan Portfolio                                      8
          Non-Performing Loans                                8
          Summary of Loan Loss Experience                     8
          Deposits                                            8
          Return on Equity and Assets                         9

Item 2    Description of Properties                           9

Item 3    Legal Proceedings                                   9

Item 4    Submission of Matters to a Vote of Security Holders 9

                             Part II

Item 5    Market for the Registrant's Common Stock
               and Related Security Holder Matters           10

Item 6    Selected Financial Data                            11

Item 7    Management's Discussion and Analysis of
               Financial Condition and Results of Operation  13

Item 8    Financial Statements and Supplementary Data        27

Item 9    Disagreements on Accounting 
               and Financial Disclosures                     49

                            Part III

Item 10   Directors and Executive Officers of the Registrant 49

Item 11   Executive Compensation                             49

Item 12   Security Ownership of Certain Beneficial Owners
               and Management                                49

Item 13   Certain Relationships and Related Transactions     49
                                
                             Part IV

Item 14   Exhibits, Financial Statement Schedules and Reports
          On Form 8-K                                        49
          Signatures                                         50

                                   2
<PAGE>
          
                                       Part I

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 12, 1998.

     The Bank presently has a main office at LA Highway 20 West,
Vacherie, St. James Parish, Louisiana, and sixteen (16) branch
offices and one (1) loan production office.  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
One branch is located in Assumption Parish, in the city of
Napoleonville.  One loan production office is lcoated in St.
Tammany Parish in the city of Mandeville.  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
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 Napoleonville branch was
approved on August 4, 1997, by the Commissioner of Financial
Institutions of the State of Louisiana, and on July 24, 1997, by
the Federal Deposit Insurance Corporation.  The Mandeville loan
production office was approved on October 2, 1997, by the
Commissioner of Financial Institutions of the State of Louisiana.

                                   3
<PAGE>

     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, 1997,
these three categories accounted for approximately 80.0%, 9.4%
and 10.6%, respectively, of the Bank's loan portfolio.  (See Note
E in the 1997 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
agencies.  At December 31, 1997, State and Political
Subdivisions, maintained time deposits and  money market deposits
account balances of $7.7 million, interest bearing demand
deposits of $6.8 million, and non-interest bearing demand
deposits of $2.4 million.  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, 1997, the Bank had 13,994 demand deposit
accounts with a total balance of $51.7 million; 1,179 NOW and
Super NOW accounts with a total balance of $24.6 million; 2,459
Insured Money Market Accounts with a balance of $51.4 million;
14,033 savings accounts with a total balance of $31.8 million;
and 7,125 other time deposit accounts with a total balance of
$104.2 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, Tangipahoa and Assumption Parish, 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.

     On February 26, 1998, First American Agency, L.L.C., a
subsidiary of First American Bank and Trust, was formed.  First
American Agency, L.L.C. was formed to provide insrurance needs
for the Bank's market area.  On March 5, 1998, First American
Agency, L.L.C. acquired Riverbend Insurance Agency, Inc. of
Destrehan, St Charles Parish, Louisiana.

                                   4
<PAGE>

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.

     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 147
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, the south central portion of
Tangipahoa Parish , Assumption Parish and St. Tammany Parish, all
located in Louisiana.  These parishes have experienced moderate
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 155 full time employees, and
12 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
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.

                                   5
<PAGE>

     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
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 1997 Form 10-K in the Section titled
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and incorporated herein by reference.

                                   6
<PAGE>

Regulatory Matters

     The capital ratios for the Company and the Bank currently
exceed the regulatory capital requirements at December 31, 1997.
The capital ratios are included in the 1997 Form 10-K in the
Section titled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and incorporated herein by
reference.


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 $5.2 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 1997 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, 1997, 1996, and 1995

Interest Differential

     The following information called for by Item 1 is included
in the 1997 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, 1997 and 1996


                                   7
<PAGE>

Securities Portfolio

     The following information called for by Item 1 is included
in the 1997 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 1997 Form 10-K Section titled "Notes to
Consolidated Financial Statements" and is incorporated herein by
reference.

     See Note D titled Securities in the 1997 Form 10-K for a
detailed analysis of the security  portfolio.

     There were no securities held by the Company at December 31,
1997, that exceeded, in aggregate by issuer, 10% of Stockholders'
Equity.

Loan Portfolio

     The following information called for by Item 1 is included
in the 1997 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, 1997, 1996, 1995,
1994, and 1993

Non-Performing Loans

     The following information called for by Item 1 is included
in the 1997 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, 1997, 1996, 1995,
1994, and 1993

Summary of Loan Loss Experience

     The following information called for by Item 1 is included
in the 1997 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, 1997, 1996, 1995,
1994, and 1993

Deposits

     The following information called for by Item 1 is included
in the 1997 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, 1997, 1996, and 1995


                                   8
<PAGE>

     Maturities of time deposits of $100,000 or more at December
31, 1997, are summarized below:
In thousands

3 Months or Less                                     $6,178
Over 3 through 6 Months                               2,173
Over 6 through 12 Months                              2,751
Over 12 Months                                        2,596
                                                    $13,698
Return on Equity and Assets

     The following information called for by Item 1 is included
in the 1997 Form 10-K in the Section titled Item 6.  "Selected
Financial Data" and is incorporated herein by reference.

     Average Total Assets
          December 31, 1997, 1996, 1995, 1994, and 1993
     Average Stockholders' Equity
          December 31, 1997, 1996, 1995, 1994, and 1993
     Selected Ratios
          for the years ended December 31, 1997, 1996, 1995,
             1994, and 1993
     Per Share
          for the years ended December 31, 1997, 1996, 1995,
             1994, and 1993

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 also leases the office from which
its Loan Production Office operates.

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

Item 3.  Legal Proceedings

     The following information called for by Item 3 is included
in the 1997 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 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, 1997.


                                   9
<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:

                                        1997    1996
                                                
First Quarter                           $31.00  $28.00
Second Quarter                          $32.00  $30.00
Third Quarter                           $32.00  $31.00
Fourth Quarter                          $32.00  $31.00
                                                
     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
     Chairman
     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, L. L. P.
     2322 Tremont Drive, Suite 200
     Baton Rouge, LA 70809

                                   10
<PAGE>
                                        
Item 6.  Selected Financial Data
<TABLE>
<CAPTION>
One American Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
December 31, 1997, 1996, 1995, 1994, and 1993
($ in thousands, except per share data)
                                              1997     1996     1995     1994     1993
Assets
<S>                                            <C>      <C>      <C>      <C>      <C>
Cash and Due from Banks                        $13,115  $13,946  $15,232  $14,448  $17,078
Securities                                     127,027  125,219   39,967  135,639  153,378
Loans                                          146,975  132,776  104,320   92,593   75,652
Other Assets                                    15,277   14,170   12,109   13,162   11,602
   Total Assets                               $302,394 $286,111 $271,628 $255,842 $257,710
Liabilities and Stockholders' Equity
Deposits                                      $263,657 $250,704 $239,724 $230,862 $234,762
Other Liabilities                                2,482    1,872    1,692      990      749
Stockholders' Equity                            36,255   33,535   30,212   23,990   22,199
   Total Liabilities and Stockholders' Equity
       Stockholders' Equity                   $302,394 $286,111 $271,628 $255,842 $257,710
Average Total Assets                          $292,308 $278,223 $261,692 $255,747 $249,766
Average Stockholders' Equity                   $35,022  $32,287  $28,186  $24,330  $20,439

Selected Ratios:
   Loans to Assets                               48.60%   46.41%   38.41%   36.19%   29.36%
   Loans to Deposits                             55.74%   52.96%   43.52%   40.11%   32.22%
   Deposits to Assets                            87.19%   87.62%   88.25%   90.24%   91.10%
   Equity to Assets                              11.99%   11.72%   11.12%    9.38%    8.61%
   Return on Average Assets                       1.38%    1.82%    2.01%    1.67%    1.21%
   Return on Average Equity                      11.52%   15.64%   18.62%   17.53%   14.81%
   Dividend Payout                               41.85%   28.10%   16.74%   12.68%   13.40%
   Avg. Equity-to-Avg. Assets                    11.98%   11.60%   10.77%    9.51%    8.18%
<CAPTION>
Condensed Consolidated Statements of Income
for the years ended December 31, 1997, 1996, 1995, 1994, and 1993
                                               1997     1996     1995     1994     1993
<S>                                            <C>      <C>      <C>      <C>      <C>
Interest Income                                $20,757  $19,717  $18,205  $15,693  $15,031
Interest Expense                                 7,712    7,244    6,511    5,326    5,139
   Net Interest Income                          13,045   12,473   11,694   10,367    9,892

Provision for Loan Losses                        1,025       90        -      350      900
   Net Interest Income After
      Provision for Loan Losses                 12,020   12,383   11,694   10,017    8,992
Other Income                                     3,740    3,978    4,464    4,045    2,930
Other Expenses                                   9,673    9,030    8,501    7,990    7,694
   Income Before Income Taxes                    6,087    7,331    7,657    6,072    4,228
Applicable Income Tax Expense                    2,050    2,281    2,410    1,808    1,201
Net Income                                      $4,037   $5,050   $5,247   $4,264   $3,027
Per Share:
   Net Income                                    $2.99    $3.74    $3.88    $3.15    $2.24
   Cash Dividends                                $1.25    $1.05    $0.65    $0.40    $0.30
   Book Value - End of Year                     $26.82   $24.81   $22.35   $17.75   $16.42
</TABLE>
                                   11
<PAGE>

SELECTED QUARTERLY DATA
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

One American Corp. and Subsidiaries
for the quarter periods in the years ended December 31, 1997 and 1996

1997                                    FOURTH  THIRD   SECOND  FIRST
($ in thousands, except per share data) QUARTER QUARTER QUARTER QUARTER

Interest Income                         $5,418  $5,208  $5,124  $5,007
Interest Expense                         2,035   1,940   1,882   1,855
   Net Interest Income                   3,383   3,268   3,242   3,152

Provision for Loan Losses                  500     300     150      75

Net Interest Income after Provision
    for Loan Losses                      2,883   2,968   3,092   3,077
Other Income                               929     902   1,063     846
Other Expenses                           2,476   2,416   2,387   2,394

   Income before Income Taxes            1,336   1,454   1,768   1,529

Applicable Income Taxes                    456     460     577     557

   Net Income                             $880    $994  $1,191    $972

Per Share:
   Net Income                            $0.65   $0.74   $0.88   $0.72
   Dividends                             $0.35   $0.30   $0.30   $0.30

1996                                    FOURTH  THIRD   SECOND  FIRST
($ in thousands, except per share data) QUARTER QUARTER QUARTER QUARTER

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    3,065  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

                                   12
<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 (the Bank) 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 1997

     Net income for the year 1997 was $4.0 million compared to
$5.1 million for the year 1996. For the year ended 1997, earnings
per share were $2.99 compared to $3.74 in 1996.  Return on
average assets was 1.38% and 1.82% for the years ended 1997 and
1996, respectively.  For the years ended 1997 and 1996, return on
average stockholders' equity was 11.52% and 15.64%, respectively.
The reduction in net income, which resulted in a reduction in
earnings per share, return on average assets, and return on
average stockholders' equity from 1996 to 1997 was primarily due
to an increase in other expenses and a decision by management to
increase the provision for loan losses.
     Net interest income for 1997 was $13.0 million, 5% greater
than $12.5 million from the year 1996, 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 4.95% for the same
period of 1996.
     During the year 1997, in comparison with the same period of
1996, average loans outstanding increased $22.4 million or 19%
due to management's effort to increase the percentage of earning
assets represented by loans and increased loan demand.  Average
total deposits for the year 1997 increased $11.3 million or 5%
when compared to the average total deposits for the same period
of 1996.  Average total assets for the current year increased
$14.1 million or 5% when compared to the total average assets of
the year 1996.  Average stockholders' equity for 1997 was $35.0
million, an increase of 8% over the average stockholders' equity
for 1996.
     The Bank opened a full service office in Napoleonville,
Assumption Parish, Louisiana on September 2, 1997.  The opening
of this office increases the Bank's full service offices to
sixteen. This office currently operates from a temporary
facility, however renovation of a permanent facility will begin
within the first quarter of 1998.  Management anticipates the
completion of the permanent facility during the second quarter of
1998.  The Assumption Parish trade area is very similar to the
Bank's other rural trade areas.  On September 18, 1997, the Bank
purchased real estate in Hammond, Tangipahoa Parish, Louisiana.
This real estate is intended for a future branch site in Hammond
with plans to build a new office at a later date.  This will
provide the Bank its second office in Hammond, one of the fastest
growing areas of the State.

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 1997, 1996, and 1995.  Certain

                                   13
<PAGE>

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 $581 thousand or 5%.  Net interest income (FTE) for
1997 was $13.3 million compared to $12.8 million for the prior
year.  Net interest income (FTE) for 1995 was $12.0 million.

          Earning Assets, Interest Bearing Liabilities, and Net
Interest Spread - Average earning assets increased $12.0 million
or 5% to $269.1 million during 1997.  Average earning assets were
$257.1 million in 1996 and $241.4 million in 1995.  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
17.  Management's continued strategy is 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 continues to produce levels of loan demand
which has enhanced the Bank's earning asset structure.
Management continues to believe that greater levels of loan
demand will exist in the near future due to opportunities that
were non-existent in the Bank's primary market area.  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.
     The trend over the years compared shows the mix of interest
bearing liabilities shifting to higher interest bearing
certificates of deposit from lower interest bearing money market
accounts.  As an additional note, the Bank continues to benefit
from the increase in non-interest bearing deposits while at the
same time improving the relationship as a percentage of total
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 1997, the average yield on earning assets
was 7.82%, while the average cost of interest bearing funds was
3.72%, producing a net interest spread (FTE) of 4.10%.  The net
interest margin (FTE) was 4.96% for the year ended 1997.  In
comparison, the net interest margin (FTE) for the year ended 1996
was 4.95%.  The slight increase in net interest margin resulted
from earning assets growing at a faster rate than interest
bearing deposits, further supported by a greater volume of non-
interest bearing deposits.
     The table of Average Balance Sheets and Interest Rate
Analysis for the periods ended December 31, 1997, 1996, and 1995
on pages 26, and the corresponding table of Interest
Differentials on page 27 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 17 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 $1.025 million for 1997, an
increase of $935 thousand from the provision for loan losses of
$90 thousand for 1996.  The provision for loan losses in 1995 was
$0.   Management feels a need to increase the unallocated portion
of the Allowance for Loan Losses.  The need to increase the
funding of Allowance for Loan Losses was created due to a non-
domestic credit which utilized a portion of the unallocated
Allowance for Loan Losses during 1997.  More specifics can be
found in the sections entitled Allowance for Loan Losses and Non-
performing Assets.

Other Income

     Other income was $3.7 million for 1997 and $4.0 million for
1996.  Exclusive of security transactions other income decreased
$143 thousand.  Service charges on deposit accounts were $2.1
million for 1997 and 1996.  Gain on purchased assets decreased
$205 thousand to $607 thousand for 1997 when compared to the
prior year.  These gains are recognition of collection of
principal on certain loans acquired in past Bank acquisitions.
The Bank continues to pursue the collection of these loans.
However, the amount of future gains, if any, are indeterminable.

                                   14
<PAGE>

     Other operating income for 1997 was $851 thousand compared
to $746 thousand in 1996.  Included in other operating income are
fees from bankcard services, safe deposit box rentals, and other
operating fees associated with the daily operations of the Bank.
     Net gains on investment securities decreased by $95 thousand
for 1997, compared to a net gain on investment securities of $285
thousand for 1996. The Bank netted $190 thousand as gains from
security transactions during the year 1997.  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 $9.7 million in 1997, a 7% increase
over the 1996 total of $9.0 million.  Salaries and employee
benefits increased $314 thousand or 7%, to $4.7 million for 1997
compared to 1996.  The increase in salaries is due to an increase
in personnel from two full service offices which were not
reflected in salaries and employee benefits during 1996.  Net
occupancy expense was $1.2 million for 1997 and 1996.  Other
operating expenses totaled $3.9 million for 1997 compared to $3.4
million for 1996, an increase of $444 thousand or 13%.  Other
operating expenses primarily increased due to legal and
professional expenses which were a one time association with a
non-domestic impaired credit.  Also, property taxes increased
substantially due in part to a re-assessment of property values
and new physical locations.  For a further analysis of other
operating expenses see Note K.
     Net other real estate and repossession expense produced a
benefit of $180 thousand for 1997 which was an increase of $167
thousand from the $13 thousand benefit in 1996.  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
and repossessed assets totaled $142 thousand, which were offset
by the income generated from the operations of other real estate
of $17 thousand, and net gains on the sale of other real estate
and repossessed assets of $305 thousand.
     For 1996, net other real estate and repossession expense
produced a benefit of $13 thousand.  Expenses from other real
estate totaled $5 thousand, which were offset by income 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.  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 1997, 1996, and 1995 were $2.1
million, $2.3 million, and $2.4 million, respectively, producing
an effective tax rate of 34%, 31%, and 31%, 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.


                                   15
<PAGE>
<TABLE>
<CAPTION>
Table 1-
Average Earning Asset Structure
In thousands                                           1997                      1996                      1995
                                                             % 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                        $2,753         1.0%       $1,670         0.6%         $387         0.1%
Federal Funds Sold                               11,872         4.4%        9,149         3.6%        9,588         4.0%
Securities
  Taxable                                       102,144        38.0%      116,771        45.4%      119,173        49.4%
  Non-Taxable                                    10,134         3.8%        9,727         3.8%       10,902         4.5%
Loans - Net                                     142,240        52.8%      119,802        46.6%      101,318        42.0%
    Total Average Earning Assets               $269,143       100.0%     $257,119       100.0%     $241,368       100.0%
<CAPTION>
Average Deposit Structure
In thousands                                           1997                 1996                      1995
                                               Average        % of       Average        % of       Average        % of
                                               Balances     Deposits     Balances     Deposits     Balances     Deposits
<S>                                             <C>            <C>        <C>            <C>         <C>           <C>
Noninterest Bearing Deposits                    $48,896        19.1%      $45,417        18.6%       43,622        18.8%
NOW Accounts                                     25,572        10.0%       24,802        10.2%       22,469         9.7%
Savings Accounts                                 32,082        12.6%       32,225        13.2%       32,189        13.8%
Money Market Deposit Accounts                    49,738        19.5%       53,485        21.9%       56,457        24.3%
Certificates of Deposits less than $100,000      87,017        34.1%       77,416        31.7%       69,497        29.8%
   Total Average Core Deposits                  243,305        95.3%      233,345        95.6%      224,234        96.4%
Certificates of Deposits greater than $100,000   11,999         4.7%       10,638         4.4%        8,269         3.6%
   Total Average Deposits                      $255,304       100.0%     $243,983       100.0%     $232,503       100.0%

Average Interest Bearing Liabilities
   as a percentage of Earning Assets                           76.7%                     77.2%                     78.3%

Average Core Deposits
   as a percentage of Total Average Assets                     83.2%                     83.9%                     85.7%
</TABLE>
Liquidity

     Liquidity management is the process of ensuring that the
Bank'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, 1997,
average core deposits were approximately $243.3 million or 95% of
total average deposits and 83% 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
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.

                                   16
<PAGE>

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 19
presents the Bank's interest rate sensitivity position at
December 31, 1997.  Table 2 indicates that the Company's earning
assets slightly exceed its interest bearing liabilities out to
the one year point in time suggesting the Bank is positively rate
sensitive.  This may not be the case in reality given that
mentioned above as it pertains to GAP analysis.
     The Bank is 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 Bank 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.
Total commitments were $11.7 million and $14.4 million at
December 31, 1997 and 1996, respectively.  Available loan
commitments at December 31, 1997, were $7.6 million and $10.0
million at December 31, 1996.  The Bank had letters of credit of
$562 thousand issued at December 31, 1997.  Additionally, the
Bank has deposit customers who have credit lines available to
them through their deposit accounts.  At December 31, 1997 the
available portion of these credit lines was $329 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
$3.2 million and $2.9 million at December 31, 1997 and 1996.
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.  The
Bank is not a party to financial instruments defined as interest
rate exchange agreements, financial futures, or financial

                                   17
<PAGE>

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.

Table 2-
<TABLE>
<CAPTION>
Interest Rate Sensitivity Table
December 31, 1997
In thousands
                                   0-90     91-365   1 Year -  Over 5     Non-
                                   Days     Days     5 Years   Years    Sensitive  Total
Assets
   <S>                             <C>       <C>       <C>      <C>       <C>      <C>
   Securities                      $25,029   $23,664   $56,136  $10,048         -  $114,877
   Loans, Net of Unearned Income    17,265    44,219    64,795   20,411       285   146,975
   Federal Funds Sold               12,150         -         -        -         -    12,150
   Other Assets                      2,896         -         -        -    25,496    28,392
     Total Assets                  $57,340   $67,883  $120,931  $30,459   $25,781  $302,394

Liabilities
   NOW and Super NOW Deposits         $957    $2,886   $15,826   $4,916         -   $24,585
   Insured Money Market Accounts       241    26,464    26,053        -         -    52,758
   Savings Deposits                  1,052     3,163    20,918    6,284         -    31,417
   Certificates of Deposits         29,489    48,535    22,729    2,129         -   102,882
   Noninterest Bearing Deposits      3,295     9,971    28,367   10,382         -    52,015
   Other Liabilities                    36       116       713      301     1,316     2,482
   Stockholders' Equity                  -         -         -        -    36,255    36,255
   Total Liabilities and
       Stockholders' Equity        $35,070   $91,135  $114,606  $24,012   $37,571  $302,394

   Interest Rate Sensitivity Gap   $22,270  ($23,252)   $6,325   $6,447  ($11,790)        -

   Cumulative Interest Rate
     Sensitivity Gap               $22,270     ($982)   $5,343  $11,790          -

   GAP / Assets                        7.4%     -7.7%      2.1%     2.1%     -3.9%
      Cumulative GAP / Assets          7.4%     -0.3%      1.8%     3.9%      0.0%
</TABLE>

                                   18
<PAGE>

Loans

     An analysis of the loan portfolio at December 31, 1997,
1996, 1995, 1994, and 1993, is as follows:
<TABLE>
<CAPTION>

($ in thousands)                      1997     1996       1995      1994     1993
Commercial, Financial and Agricultural $15,811   $10,444   $10,786   $8,567   $5,812
Real Estate
   <S>                                   <C>       <C>       <C>      <C>        <C>
   Construction                          3,987     3,184     1,662    1,241      499
   Mortgage                            113,117   105,800    81,082   74,403   61,690
Individuals                             13,892    13,559    11,457   10,569    9,927
Foreign                                      -     1,361     1,846        -        -
All Other Loans                          2,395     1,576       793      901      479
   Total Loans                         149,202   135,924   107,626   95,681   78,407
Unearned Income                            (37)      (65)      (33)     (11)     (38)
Allowance for Loan Losses               (2,190)   (3,083)   (3,273)  (3,077)  (2,717)
   Total Loans, Net                   $146,975  $132,776  $104,320  $92,593  $75,652
</TABLE>
     The following is the detail of maturities and sensitivity of
loans to changes in interest rates at December 31, 1997:

($ in thousands)                                   Amount
Fixed Rate Loans
   Maturity
      1 Year or Less                                $56,994
      Over 1 through 5 Years                         56,264
      Over 5 Years                                   18,808
         Total Fixed Rate Loans                     132,066

Variable Rate Loans
   Repricing Frequency
      1 Year or Less                                 16,851
      Over 1 through 5 Years                              -
      Over 5 Years                                        -
         Total Variable Rate Loans                   16,851

Nonaccrual Loans (Various)                              285

         Total Loans                               $149,202

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

Securities

     Included in the category of Securities of Other US
Government Agencies at December 31, 1997 is $17.5 million par
value of structured notes, with an amortized cost of $17.5
million and a fair value of $17.4 million, resulting in an
unrealized loss in the amount of $70 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

                                   19
<PAGE>

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 $2.2 million at year end
1997 or 1.47% of net loans outstanding.  At year end 1996, the
allowance for loan losses was $3.1 million or 2.27% 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.
Management reviews Allowance for Loan Losses on a monthly basis
to ensure that it contains an adequate amount of reserves to
absorb potential loan losses.
     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.
     Net charge offs (recoveries) were $1.9 million for 1997,
compared to $280 thousand for 1996.  As a percentage of average
loans, net charge offs (recoveries) were 1.35% in 1997 and .23%
in 1996.  Gross charge offs were 1.48% in 1997 and .43% in 1996.
Recoveries as a percentage of gross charge offs were 8.62% in
1997 and 45.10% in 1996.  The net charge off position of $1.9
million was caused primarily by a non-domestic credit which
resulted in a charge off of $1.5 million.  This individual credit
significantly influenced the change in ratios between the two
reporting periods.

                                   20
<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-

($ in thousands)                                 Year Ended December 31,
Activity in Allowance for Loan Losses       1997   1996   1995   1994   1993

   Beginning Balance                        $3,083 $3,273 $3,077 $2,717 $2,036

Loans Charged Off:
   Real Estate                                 312     78    295     54    451
   Commercial, Financial, and Agricultural   1,631    392    103     47     61
   Individual and Others                       156     40     40     10     62
Total Charged Off                            2,099    510    438    111    574

Loan Recoveries:
   Real Estate                                  22     24     98     40     39
   Commercial, Financial, and Agricultural     130    185    523     58    234
   Individual and Others                        29     21     13     23     82
Total Recoveries                               181    230    634    121    355
   Net Loans Charged Off                     1,918    280   (196)   (10)   219
   Provision charged to
      Expense                                1,025     90      -    350    900
Ending Balance                              $2,190 $3,083 $3,273 $3,077 $2,717
<TABLE>
<CAPTION>
                                               Year Ended December 31,
($ in thousands)         1997           1996           1995          1994         1993
Ending Balance
   <S>                   <C>             <C>            <C>           <C>          <C>
   Loans-Net             $149,165        $135,859       $107,593      $95,670      $78,369
   Daily Average Loans    142,240        $119,802       $101,318      $86,625      $73,580
Ratio of Net Charge-Offs
   to Total Loans            1.29%           0.21%         -0.18%       -0.01%        0.28%
Ratio of Net Charge-Offs
   to Average Loans          1.35%           0.23%         -0.19%       -0.01%        0.30%
</TABLE>
     The allowance for loan losses has been allocated according to
the type of loan described in the table below, at December 31,
1997, 1996, 1995, 1994, and 1993:


($ in thousands)                       1997   1996   1995   1994   1993

Real Estate                              $636 $1,231 $2,052 $2,433 $2,155
Commercial, Financial, and Agricultural    95    667    415    276    201
Individual and Others                     117     79     23    368    361
Unallocated                             1,342  1,106    783      -      -
   Total Allowance                     $2,190 $3,083 $3,273 $3,077 $2,717

                                   21
<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, 1997 and 1996 were $285 thousand and $174 thousand,
respectively.  Loans past due 90 days and still accruing at
December 31, 1997 and 1996 were $365 thousand and $395 thousand,
respectively.  At December 31, 1997, nonaccrual loans were .19%
of gross loans outstanding and 13.01% of the allowance for loan
losses.  At December 31, 1996, these ratios were .13% and 5.64%,
respectively.
     The following table presents information on the amount of
non-performing loans at December 31, 1997, 1996, 1995, 1994 and
1993:

($ in thousands)          1997   1996   1995   1994  1993

Non-accrual                 $285   $174   $527  $432  $240
Past due 90 days or more     364    395    441   313   331
Restructured and Impaired  2,965  3,826  3,073   156   273
                          $3,614 $4,395 $4,041  $901  $844

     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.
     Other real estate is properties held for sale acquired
through foreclosure or negotiated settlements of debt.  Other
real estate increased $10 thousand during 1997.  At December 31,
1997 and 1996, other real estate was $78 and $68 thousand,
respectively.
     The Bank also has approximately $153 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
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 $2.21 million as partial payments of the $2.35
million in original par value.  Of the $2.21 million, $1.74
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 $1.74 million in gains
recognized since the write down, $190 thousand was recognized in
1997 and $277 thousand was recognized in the year 1996.  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

                                   22
<PAGE>

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
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 $5.2 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.


                                   23
<PAGE>

Table 4-
Capital Adequacy Ratios
  In Thousands                          December 31,  December 31,
                                                1997          1996
  Tier 1 Capital:
     Stockholders' Equity                    $34,954       $32,549
  Tier 2 Capital:
     Allowance for Loan Losses                 1,833         1,706
        Total Capital                        $36,787       $34,255

  Risk-Weighted Ratios:
     Tier 1 Capital                             23.9%         24.1%
     Total Capital                              25.1%         25.3%
  Leverage Ratio                                11.7%         11.8%
  Stockholders' Equity                          11.6%         11.4%

  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   10.00%       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
1997.  The Bank opened a full service office in Napoleonville,
Assumption Parish, Louisiana on September 2, 1997.  The opening
of this office increases the Bank's full service offices to
sixteen.  This office currently operates from a temporary
facility, however renovation of a permanent facility will begin
within the first quarter of 1998.  Management anticipates the
completion of the permanent facility during the third quarter of
1998.  The Assumption Parish trade area is very similar to the
Bank's other rural trade areas.  On September 18, 1997, the Bank
purchased real estate in Hammond, Tangipahoa Parish, Louisiana.
This real estate is intended for a future branch site in Hammond.
This will provide the Bank its second office in Hammond, one of
the fastest growing areas of the State.

The Year 2000

     The Bank has formed a Year 2000 committee.  The purpose of
the committee is to identify potential costs and uncertainties
relating to the Year 2000.  To date the committee has written a
policy which addresses the issues approaching the Year 2000 in
five phases.  The phases include awareness, assessment,
renovation, validation, and implementation.  The committee feels
that the Bank is currently in the assessment phase.  While only
in the assessment phase, management does not feel that issues
related to the Year 2000 are reasonably likely to have or will
have a material effect on the Company's liquidity, capital
resources, or results of operation.  The costs expensed related
to the Year 2000 issue during 1997 were immaterial.


                                   24
<PAGE>
<TABLE>
<CAPTION>
Table 5 -
AVERAGE BALANCE SHEETS AND INTEREST RATE ANALYSIS
In thousands

                                                            1997                      1996                       1995
                                                  AVERAGE   INCOME/  YIELD/  AVERAGE  INCOME/  YIELD/  AVERAGE   INCOME/  YIELD/
                                                  BALANCE   EXPENSE   RATE   BALANCE  EXPENSE   RATE   BALANCE   EXPENSE   RATE
Assets
   <S>                                             <C>         <C>    <C>     <C>         <C>   <C>       <C>       <C>   <C>
   Interest Bearing Deposit Accounts               $2,753      $155   5.63%   $1,670      $80   4.77%     $387      $23   5.94%
   Federal Funds Sold and Securities
     Purchased under Resale Agreements             11,872       641   5.40%    9,149      494   5.38%    9,588      559   5.83%

   Securities:
     Taxable                                      102,144     5,948   5.82%  116,771    6,891   5.89%  119,173    7,040   5.91%
     Non-Taxable*                                  10,134       873   8.62%    9,727      847   8.69%   10,902      963   8.83%
   Loans - Net                                    142,240    13,437   9.45%  119,802   11,693   9.73%  101,318    9,948   9.82%
       Total Earning Assets                       269,143   $21,054   7.82%  257,119  $20,005   7.76%  241,368  $18,533   7.68%
   Allowance for Loan Losses                       (2,505)                    (3,276)                   (3,046)
   Nonearning Assets                               25,670                     24,380                    23,370
       Total Assets                              $292,308                   $278,223                  $261,692

Liabilities and Stockholders' Equity
   NOW Accounts                                   $25,572      $541   2.12%  $24,802     $529   2.13%  $22,469     $491   2.19%
   Savings Accounts                                32,082       811   2.53%   32,225      820   2.54%   32,189      812   2.52%
   Money Market Deposit Accounts                   49,738     1,401   2.82%   53,485    1,500   2.80%   56,457    1,604   2.84%
   Certificates of Deposits less than $100,000     87,017     4,368   5.02%   77,416    3,827   4.93%   69,497    3,217   4.63%
   Certificates of Deposits greater than $100,000  11,999       542   4.52%   10,638      528   4.95%    8,269      387   4.68%
      Total Interest Bearing Deposits             206,408     7,663   3.71%  198,566    7,204   3.62%  188,881    6,511   3.45%
   Other Borowings                                    811        49   6.07%      675       40   5.91%       24        -      -
      Total Interest Bearing Liabilities          207,219     7,712   3.72%  199,241    7,244   3.63%  188,905    6,511   3.45%
   Noninterest Bearing Deposits                    48,896                     45,417                    43,622
   Other Liabilities                                1,171                      1,278                       979
   Stockholders' Equity                            35,022                     32,287                    28,186
      Total Liabilities and Stockholders' Equity $292,308                   $278,223                  $261,692

Net Interest Income - Tax Equivalent Basis*                  13,342                     12,761                    12,022
Tax Equivalent Adjustment                                      (297)                      (288)                     (328)
    Net Interest Income                                     $13,045                    $12,473                   $11,694

Net Interest Income - Spread*                                         4.10%                     4.13%                     4.23%

Net Interest Income as a % of Total Earning Assets*                   4.96%                     4.95%                     4.98%
*Tax Equivalent Basis - 34% Rate for the periods dated
</TABLE>
                                   25
<PAGE>
<TABLE>
<CAPTION>
Table 6 -
INTEREST DIFFERENTIALS
In thousands



                                                          1997/1996             1996/1995
                                                   Change due to   Total Change due to   Total
                                                   Volume  Rate  Change  Volume  Rate   Change

Interest Earning Assets:
   <S>                                               <C>    <C>    <C>     <C>   <C>      <C>
   Interest Bearing Deposit Accounts                 $52    $23    $75     $76   ($19)    $57
   Federal Funds Sold                                147      -    147     (25)   (40)    (65)
   Securities:
      Taxable                                       (863)   (80)  (943)   (142)    (7)   (149)
      Non-Taxable*                                    35     (9)    26    (104)   (12)   (116)
   Loans                                           2,190   (446) 1,744   1,815    (70)  1,745
      Total Interest Income                        1,561   (512) 1,049   1,620   (148)  1,472

Interest Bearing Liabilities:
   NOW Accounts                                       17     (5)    12      51    (13)     38
   Savings Accounts                                   (4)    (5)    (9)      1      7       8
   Money Market Deposit Accounts                    (106)     7    (99)    (85)   (19)   (104)
   Certificates of Deposits less than $100,000       475     66    541     367    243     610
   Certificates of Deposits greater than $100,000     68    (54)    14     111     30     141
   Other Borrowings                                    8      1      9       -     40      40
      Total Interest Expense                         458     10    468     445    288     733
   Increase (Decrease) in
      Interest Differential                       $1,103  ($522)  $581  $1,175  ($436)   $739

*Tax Equivalent Basis - 34% Rate for the periods dated
</TABLE>
                                   26
<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, 1997 and 1996,
were audited by Hannis T. Bourgeois, L. L. P., independent
public accountants, who rendered an independent professional
opinion on the financial statements prepared by management.


                                   27
<PAGE>

Report of Independent Auditor

January 16, 1998

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, 1997
and 1996, 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, 1997.  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, 1997
and 1996, 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, 1997, in conformity with
generally accepted accounting principles.

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

                                   28
<PAGE>
<TABLE>
<CAPTION>
Consolidated Balance Sheets
One American Corp. and Subsidiaries
December 31, 1997 and 1996
In thousands                                                    1997     1996     1995
Assets
   <S>                                                           <C>      <C>      <C>
   Cash and Due From Banks                                       $10,219  $11,176  $14,365
   Interest Bearing Deposits in Other Banks                        2,896    2,770      867
   Federal Funds Sold and Securities
     Purchased Under Resale Agreements                            12,150   13,325    7,375
   Securities
      Available for Sale (Amortized Cost of $114,212
         and $111,797, respectively)                             114,877  111,894  132,592
         Total Securities                                        114,877  111,894  132,592
   Loans                                                         149,165  135,859  107,593
      Less:  Allowance for Loan Losses                            (2,190)  (3,083)  (3,273)
   Loans, Net                                                    146,975  132,776  104,320

   Bank Premises and Equipment                                    10,837    9,645    8,461
   Other Real Estate                                                  78       68        -
   Accrued Interest Receivable                                     2,176    2,031    2,112
   Other Assets                                                    2,186    2,426    1,536
        Total Assets                                            $302,394 $286,111 $271,628

Liabilities
   Deposits:
     Noninterest Bearing                                          52,015   45,907   44,921
     Interest Bearing                                            211,642  204,797  194,803
         Total Deposits                                          263,657  250,704  239,724

   Accrued Interest Payable                                          777      693      603
   Other Liabilities                                               1,705    1,179    1,089
        Total Liabilities                                        266,139  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    7,500
   Surplus                                                         5,000    5,000    5,000
   Retained Earnings                                              23,943   21,596   17,966
   Unrealized Gain (Loss) on Securities Available for Sale, Net      439       64      371
   Treasury Stock - 148,450 and 148,385 shares at cost              (627)    (625)    (625)
        Total Stockholders' Equity                                36,255   33,535   30,212
        Total Liabilities and Stockholders' Equity              $302,394 $286,111 $271,628
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
                                   29
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Income
One American Corp. and Subsidiaries
for the years ended December 31, 1997, 1996, and 1995
In thousands, except per share data                              1997     1996     1995
Interest Income
   <S>                                                           <C>      <C>       <C>
   Interest and Fees on Loans                                    $13,437  $11,701   $9,948
   Interest on Securities:
      Taxable Interest                                             5,948    6,884    7,040
      Nontaxable Interest                                            576      559      636
         Total Interest on Securities                              6,524    7,443    7,676
   Other Interest Income                                             796      573      581

      Total Interest Income                                       20,757   19,717   18,205

   Interest Expense on Deposits                                    7,712    7,244    6,511
      Net Interest Income                                         13,045   12,473   11,694

Provision for Loan Losses                                          1,025       90        -
   Net Interest Income After
      Provision for Loan Losses                                   12,020   12,383   11,694

Other Income
   Service Charges on Deposit Accounts                             2,092    2,135    1,849
   Gain on Securities                                                190      285      442
   Gain on Purchased Assets                                          607      812    1,147
   Other Operating Income                                            851      746    1,026
      Total Other Income                                           3,740    3,978    4,464
      Income Before Other Expenses                                15,760   16,361   16,158

Other Expenses
   Salaries and Employee Benefits                                  4,749    4,435    4,224
   Net Occupancy Expense                                           1,236    1,184    1,150
   Net ORE and Repossession Expense                                 (180)     (13)    (159)
   Other Operating Expenses                                        3,868    3,424    3,286
      Total Other Expenses                                         9,673    9,030    8,501
       Income Before Income Taxes                                  6,087    7,331    7,657
Applicable Income Taxes                                            2,050    2,281    2,410
      Net Income                                                  $4,037   $5,050   $5,247

      Net Income Per Share                                         $2.99    $3.74    $3.88

      Cash Dividends Per Share                                     $1.25    $1.05    $0.65
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
                                   30
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Changes in Stockholders' Equity
One American Corp. and Subsidiaries
for the years ended December 31, 1997, 1996, and 1995
In thousands                                                      1997     1996     1995
Common Stock
  <S>                                                             <C>      <C>      <C>
  Balance - Beginning and End of Year                             $7,500   $7,500   $7,500

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

Retained Earnings
  Balance - Beginning of Year                                    $21,596  $17,966  $13,597
  Net Income                                                       4,037    5,050    5,247
  Cash Dividends                                                  (1,690)  (1,420)    (878)
  Balance - End of Year                                          $23,943  $21,596  $17,966

Unrealized Gain (Loss) on Securities Available for Sale, Net
  Balance - Beginning of Year                                        $64     $371  ($1,482)
  Net Change in Unrealized Gain (Loss)                               375     (307)   1,853
  Balance - End of Year                                             $439      $64     $371

Treasury Stock
  Balance - Beginning of Year                                      ($625)   ($625)   ($625)
  Treasury Stock Purchased ( 65 shares )                              (2)       -        -
  Balance - End of Year                                            ($627)   ($625)   ($625)
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
                                   31
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
One American Corp. and Subsidiaries
for the years ended December 31, 1997, 1996, and 1995
In thousands                                                      1997     1996     1995
Cash Flows From Operating Activities
  <S>                                                             <C>      <C>      <C>
  Net Income                                                      $4,037   $5,050   $5,247
  Adjustments to Reconcile Net Income to Net
    Cash Provided by Operating Activities:
      Gain on Purchased Assets                                      (606)    (811)  (1,147)
      Provision for Depreciation                                     762      679      686
      Provision for Loan Losses                                    1,025       90        -
      Net Amortization (Accretion) on Securities                    (149)     (87)    (412)
      Provision (Credit) for Deferred Income Taxes                   412       (1)     (90)
      (Gain) Loss on Sale of Other Real Estate and Repossessions    (304)      (8)    (153)
      (Gain) Loss on Sale of Equipment                                (1)       -        6
      (Gain) Loss on Securities                                     (189)    (284)    (442)
   Changes in Assets and Liabilities:
      (Increase) Decrease in Accrued Interest Receivable            (145)      81     (372)
      (Increase) Decrease in Other Assets                           (365)    (728)     (41)
      Increase (Decrease) in Accrued Interest Payable                 84       90      268
      Increase (Decrease) in Other Liabilities                        54     (394)     288
        Net Cash Provided by Operating Activities                  4,615    3,677    3,838
Cash Flows From Investing Activities
  Maturities or Calls of Securities Available for Sale            61,775   62,565   65,451
  Maturities or Calls of Securities Held to Maturity                   -        -      767
  Purchases of Securities Available for Sale                     (64,041) (42,235) (67,651)
  Purchases of Securities Held to Maturity                             -        -     (502)
  Proceeds from Sale of Securities Available for Sale                189      276      442
  Net (Increase) Decrease in Federal Funds Sold                    1,175   (5,950)     825
  Net (Increase) Decrease in Loans                               (15,174) (27,806) (10,626)
  Proceeds from Sale of Other Real Estate and Repossessions          850       11      293
  Proceeds from Sale of Premises and Equipment                         -        -      215
  Purchases of Premises and Equipment                             (1,953)  (1,863)    (398)
  Proceeds from Other Borrowings                                     407      411      350
    Net Cash Used in Investing Activities                        (16,772) (14,591) (10,834)
Cash Flows From Financing Activities
  Net Increase (Decrease) in Demand Deposits, NOW
    and Savings Accounts                                             476    1,605   (3,367)
  Net Increase (Decrease) in Certificates of Deposits             12,477    9,375   12,227
  Dividends Paid                                                  (1,627)  (1,352)  (1,080)
    Net Cash Provided By Financing Activities                     11,326    9,628    7,780
Increase (Decrease) in Cash and Cash Equivalents                    (831)  (1,286)     784
Cash and Cash Equivalents - Beginning of Year                     13,946   15,232   14,448
Cash and Cash Equivalents - End of Year                          $13,115  $13,946  $15,232
Supplemental Disclosure of Cash Flow Information:
   Income Tax Payments                                            $1,536   $2,403   $2,032
   Interest Paid on Deposits                                      $7,628   $7,154   $6,243
Noncash Investing Activities:
   Other Real Estate Acquired in Settlement of Loans                $556      $71      $46
   Change in Unrealized Gain (Loss) on
      Securities Available for Sale                                 $568    ($465)  $2,807
   Change in Deferred Tax Effect on
      Unrealized Gain (Loss) on Securities Available for Sale       $193    ($158)    $954
   Transfer of Securities from Held to Maturity 
     to Available for Sale                                             -        -  $18,384
   Noncash Financing Activities:
   Dividends Declared and Not Paid                                  $473     $405     $338
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
                                   32
<PAGE>

One American Corp. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1997, 1996, and 1995

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
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 had no securities classified
as held to maturity or trading at December 31, 1997 or 1996.

     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 unable 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.


                                   33
<PAGE>

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
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
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

                                   34
<PAGE>

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
application of this statement had no effect on the financial
statements as of  December 31, 1997.

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.


In thousands                                  09/23/96
Assets: 
   Cash and due From Banks                        $727
   Federal Funds Sold                            1,825
   Securities                                      235
   Loans, Net                                    4,044
   Bank Premises                                     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 Liabilites                                 17
   Stockholders' Equity                          1,213
      Total Liabities 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, 1997 and
1996, were approximately $3.6 million and $3.0 million,
respectively.


                                   35
<PAGE>

NOTE D
Securities

     Amortized costs and fair values of securities available for
sale as of December 31, 1997 and 1996 are summarized as follows:
<TABLE>
<CAPTION>
                                                                   1997
                                                          Gross      Gross
                                                Amortized Unrealized Unrealized Fair
($ in thousands)                                Cost      Gains      Losses     Value

<S>                                            <C>           <C>         <C>   <C>
U. S. Treasury Securities                        $38,348       $128        ($7)  $38,469
Securities of Other U. S. Government Agencies     54,323         80       (107)   54,296
Mortgage-Backed Securities                         9,762        125        (13)    9,874
Obligations of State and Political Subdivisions   10,877        459          -    11,336
Equity Securities                                    902          -          -       902
   Totals                                       $114,212       $792      ($127) $114,877
<CAPTION>
                                                                   1996
                                                          Gross      Gross
                                                Amortized Unrealized Unrealized Fair
($ 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
</TABLE>
     Included in the category of Securities of Other US
Government Agencies at December 31, 1997 is $17.5 million par
value of structured notes, with an amortized cost of $17.5
million and a fair value of $17.4 million.  At December 31, 1996,
the Bank held $21.5 million of par value of these notes with an
amortized cost of $21.5 million with a fair value of $21.5
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
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

                                   36
<PAGE>

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 $2.2 million as partial payments of the $2.35
million in original par value.  Of the $2.2 million, $1.8 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
$1.8 million in gains recognized since the write down, $190
thousand was recognized in 1997 and $277 thousand was recognized
in 1996.  The Bank continues to pursue the collection of
principal on these securities.  However, the amount of any future
fulfillment of these collection actions remain uncertain.
     The following table shows the amortized cost, fair value,
maturity distribution, and weighted average yield of the
securities available for sale as of December 31, 1997.
Maturities may differ from contractual maturities in mortgage-
backed securities because the mortgages underlying the securities
may be called or repaid without any penalties.
($ in thousands)                                  Amortized Fair     Average
                                                  Cost      Value    Yield
U. S. Treasury Securities
   Within 1 Year                                   $18,352   $18,374   5.58%
   After 1 but Within 5 Years                       19,996    20,095   5.99%
   After 5 but Within 10 Years                           -         -      -
   After 10 Years                                        -         -      -
                                                    38,348    38,469   5.79%
Securities of Other U. S. Government Agencies
   Within 1 Year                                    24,339    24,292   5.16%
   After 1 but Within 5 Years                       29,984    30,004   5.94%
   After 5 but Within 10 Years                           -         -       -
   After 10 Years                                        -         -       -
                                                    54,323    54,296   5.59%
Mortgage-Backed Securities
   Within 1 Year                                         5         5   9.72%
   After 1 but Within 5 Years                          320       332   9.30%
   After 5 but Within 10 Years                       4,456     4,511   7.13%
   After 10 Years                                    4,981     5,026   6.64%
                                                     9,762     9,874   6.95%
Obligations of State and Political Subdivisions*
   Within 1 Year                                       536       538   8.38%
   After 1 but Within 5 Years                        6,408     6,671   8.35%
   After 5 but Within 10 Years                       3,340     3,498   7.47%
   After 10 Years                                      593       629   7.94%
                                                    10,877    11,336   8.06%

Equity Securities                                      902       902   5.57%
                                                       902       902   5.57%

      Totals                                      $114,212  $114,877   6.02%

* Tax Equivalent Basis - 34%

     Securities available for sale with a carrying amount of
$33.4 million and $38.2 million at December 31, 1997 and 1996,
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 $902 thousand and $851 thousand,
which approximates fair value, at December 31, 1997 and 1996,
respectively.

                                   37
<PAGE>

     Gross realized gains and losses from the sale of securities
for the years ended December 31, 1997, 1996, and 1995 are as
follows:
($ in thousands)         1997           1996           1995

Realized gains            $190            $285           $442
Realized losses              -               -              -
                          $190            $285           $442

NOTE E
Loans

     An analysis of the loan portfolio at December 31, 1997 and
1996, is as follows:
($ in thousands)                          1997           1996

Commercial, Financial, and Agricultural   $15,811         $10,442
Real Estate - Construction                  3,987           3,184
Real Estate - Mortgage                    113,117         105,800
Individuals                                13,892          13,559
Foreign                                         -           1,361
All Other Loans                             2,395           1,578
Total Loans                               149,202         135,924
Unearned Income                               (37)            (65)
   Total Loans, net of Unearned Income   $149,165        $135,859


     Impaired loans having recorded investments of $3.2 million
at December 31, 1997 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, 1997 was approximately $3.5 million. Impaired
loans at December 31, 1996 were $4.0 million.  The allowance for
loan losses related  to these loans was
$849 thousand at December 31, 1997 and $1.9 million at December
31, 1996.  Interest received on impaired loans amounted to $348
thousand and $458 thousand at December 31, 1997 and 1996,
respectively.  All non-accrual loans were considered impaired at
December 31, 1997.  Non-accrual loans not included in impaired
loans were immaterial at December 31, 1996.
     The Bank is permitted, under the laws of the State of
Louisiana, to make extensions of credit to its executive officers
and directors and their affiliates in the ordinary course of
business.  An analysis of the aggregate loans, for December 31,
1997 and 1996, are as follows:
($ in thousands)                  1997           1996

Balance - Beginning of Year       $2,698         $1,955
New Loans                          3,455          2,672

Repayments                        (1,085)        (1,929)
Balance - End of Year             $5,068         $2,698

Maximum Balance During the Year   $5,694         $2,796

                                   38
<PAGE>

NOTE F
Allowance for Loan Losses

     Following is a summary of the activity in the allowance for
loan losses:

($ in thousands)                             1997      1996     1995

Balance - Beginning of Year                  $3,083   $3,273   $3,077
   Current Provision from Income              1,025       90        -
   Recoveries on Loans Charged-Off              181      230      634
   Loans Charged-Off                         (2,099)    (510)    (438)
Balance - End of Year                        $2,190   $3,083   $3,273




Ratio of Allowance for Loan Losses to
   Impaired Loans at End of Year              67.39%   74.91%   90.92%

Ratio of Allowance for Loan Losses to Loans
   Outstanding at End of Year                  1.47%    2.27%    3.04%

Ratio of Net Loans Charged-Off to
   Loans Outstanding at End of Year            1.29%    0.20%    (.18%)

NOTE G
Bank Premises and Equipment

     Bank premises and equipment costs and the related
accumulated depreciation at December 31, 1997 and 1996, are as
follows:
($ in thousands)                             1997           1996

Land                                         $3,115         $2,645
Bank Premises                                 8,743          8,008
Furniture and Equipment                       5,588          4,839
                                             17,446         15,492
Accumulated Depreciation                     (6,609)        (5,847)
                                            $10,837         $9,645

     Depreciation charged to operating expenses for the three
years ended December 31, 1997, 1996, and 1995, respectively, was
$762 thousand, $679 thousand, and $686 thousand.

                                   39
<PAGE>

NOTE H
Deposits

     Following is a detail of deposits as of December 31, 1997
and 1996:
($ in thousands)                       1997           1996

Non-interest Bearing Accounts           $52,015        $45,907
NOW and Super NOW  Accounts              24,585         24,273
Insured Money Market Accounts            51,355         56,535
Savings Accounts                         31,417         32,181
Certificates of Deposit over $100,000    12,528         12,352
Other Certificates of Deposit            91,757         79,456
   Total Deposits                      $263,657       $250,704

     Interest expense on Certificates of Deposit over $100
thousand at December 31, 1997, 1996, and 1995, amounted to $542
thousand, $472 thousand and $387 thousand, respectively.
     Public Fund deposits at December 31, 1997 and 1996, were
$16.2 million and $18.3 million, respectively.

NOTE I
Stockholders' Equity and Regulatory Matters

     Stockholders' Equity of the Company includes the
undistributed earnings of the Bank.  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.  Louisiana
statutes require approval to pay dividends in excess of a state
bank's earnings in the current year plus retained net profits for
the preceding year.  As of January 1, 1998, the Bank had retained
earnings of $17.5 million of which $5.2 million was available for
distribution without prior regulatory approval.

     The company and the Bank are subject to various regulatory
capital requirements administered by federal and state banking
agencies.  Failure to meet minimum regulatory capital
requirements can initiate certain mandatory, and possible
additional discretionary actions by regulators, that if
undertaken, could have a direct material affect on the Company's
financial statements.  Under the capital adequacy guidelines and
the regulatory framework for prompt corrective action, the
Company and the Bank must meet specific capital guidelines
involving quantitative measures of assets, liabilities, and
certain, off-balance-sheet items as calculated under regulatory
accounting practices.  The Company and the Bank's capital amounts
and classification under the prompt corrective action guidelines
are 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 Company to maintain minimum amounts
and ratios. As detailed below, as of December 31, 1997 and 1996,
the Company met all of the capital adequacy requirements to which
it is subject.
     
     As of December 31, 1997 and 1996, the Company was
categorized as well capitalized under the regulatory framework
for prompt corrective action.  There are no conditions or events
since the most recent notification that management believes have
changed the prompt corrective action category.

                                   40
<PAGE>
     
     Following is a summary of capital levels at December 31,
1997 and 1996:
<TABLE>
<CAPTION>
                                                                      To Be Well
                                                                      Capitalized
                                                                      Under
                                                        Required for  Prompt
                                                        Capital       Corrective
                                                Actual  Adequacy      Actions
As of December 31, 1997                         Ratios  Purposes      Provision

<S>                                             <C>       <C>          <C>
Total Capital (to Risk Weighted Assets)          25.1%     8.00%        10.00%
Tier 1 Capital (to Risk Weighted Assets)         23.9%     4.00%         6.00%
Tier 1 Leveraged Capital (to Average Assets)     11.7%     4.00%         5.00%

As of December 31, 1996

Total Capital (to Risk Weighted Assets)          25.3%     8.00%        10.00%
Tier 1 Capital (to Risk Weighted Assets)         24.1%     4.00%         6.00%
Tier 1 Leveraged Capital (to Average Assets)     11.8%     4.00%         5.00%
</TABLE>
Under current regulations, the Bank is limited in the amount it
may loan to its parent.  Loans to the Parent may not exceed 10%
of the Bank's capital and surplus.  There were no loans
outstanding at December 31, 1997 and 1996.

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
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 1997 or 1996.
     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 $151 thousand, $127 thousand and
$164 thousand for the years ended December 31, 1997, 1996, and
1995, 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, 1997 and 1996.

($ in thousands)                                1997           1996
Actuarial Present Value of Benefit Obligations:
Vested Benefits                                 $4,266         $3,448
Accumulated Benefits                            $4,584         $3,681

Projected Benefits                             ($6,146)       ($4,842)
Plan Assets at Fair Value                        6,204          5,346

Projected Benefit Obligation Less
   Than (In Excess Of) Plan Assets                  58            504
Unrecognized Net (Gain) Loss                       336             (1)
Unrecognized Net Obligation (Asset)               (217)          (236)
Prepaid Pension Expense                           $177           $267

                                   41
<PAGE>

     Assumptions used in the determination of pension plan
information consisted of the following:
                                                  1997           1996

Discount Rate                                      7.00%          7.50%
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 1997, 1996, and 1995 included the
following components:
<TABLE>
<CAPTION>
($ in thousands)                                  1997           1996         1995
<S>                                               <C>            <C>          <C>   
Service Cost                                      $268           $248         $245
Interest Cost                                      376            328          297
Return on Assets                                  (851)          (496)        (724)
Net Amortization and Deferral                     $358            $47         $346
</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
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 $548 thousand and $530
thousand for the years ended December 31, 1997 and 1996,
respectively.  The Bank had set aside reserves in the amount of
$647 thousand for payment of unreported claims with dates of
service through December 31, 1997.

NOTE K
Other Operating Expenses

     The analysis of other operating expenses for the years ended
December 31, 1997, 1996, and 1995, are as follows:
<TABLE>
<CAPTION>
($ in thousands)                                 1997           1996         1995

<S>                                               <C>            <C>          <C>
Advertising and Public Relations                  $301           $349         $344
Armored Courier Service                            131            115           94
Director Fees                                      263            200          152
Equipment Expense                                1,047            946          888
Legal and Professional                             506            400          266
Postage and Shipping                               180            175          167
Regulatory Assessments                              67             32          267
Service Charges-Other Institutions                 122            126          112
Stationery, Printing, and Supplies                 356            338          328
Telephone                                          295            233          189
Other                                              600            510          479
                                                $3,868         $3,424       $3,286
</TABLE>
NOTE L
Income Taxes                                  

     The total provision for income taxes charged to income
amounted to $2.0 million for 1997, $2.3 million for 1996, and

                                   42
<PAGE>

$2.4 million for 1995.  The provisions represent effective tax
rates of 33% for 1997 and 31% for 1996 and 1995.  Following is a
reconciliation between income tax expense based on the federal
statutory tax rates and income taxes reported in the statements
of income.
<TABLE>
<CAPTION>
($ in thousands)                                1997           1996         1995
Income Taxes Based on Statutory Rates -
   <C>                                          <C>            <C>          <C>
   34% for periods shown                        $2,069         $2,492       $2,603
Tax Exempt Income                                 (196)          (188)        (216)
Other - Net                                        177            (23)          23
                                                $2,050         $2,281       $2,410
</TABLE>
     The components of consolidated income tax expense (benefits)
are:
<TABLE>
<CAPTION>
($ in thousands)                                1997           1996         1995

<S>                                             <C>            <C>          <C>
Provision for Current Taxes                     $1,638         $2,282       $2,500
Provision (Credit) for Deferred Taxes              412             (1)         (90)
                                                $2,050         $2,281       $2,410
</TABLE>
     A deferred income tax asset of $25 thousand and $630
thousand is included in other assets at December 31, 1997 and
1996, respectively.  The deferred tax provision (credit) consists
of the following timing differences:
<TABLE>
<CAPTION>
($ in thousands)                                 1997           1996          1995

Depreciation Expense for Tax Reporting
   <S>                                             <C>            <C>          <C>
   in Excess of Amount for Financial Reporting     ($3)           ($2)         $14
Provision for Loan Losses for Financial
    Reporting in Excess of Amount for
    Tax Reporting                                  427             21          (63)
Accretion Income for Financial Reporting
   in Excess of Tax Reporting                       14            (17)          (4)
Increase in Insurance Reserve                      (10)           (21)        (147)
Increase (Decrease) in Prepaid Pension             (16)            18          110

                                                  $412            ($1)        ($90)
</TABLE>
     The net deferred tax asset consists of the following
components at December 31, 1997 and 1996:

($ in thousands)                                 1997           1996

Depreciation                                    ($346)         ($349)
Provision for Loan Losses                         566            993
Accretion Income                                  (35)           (21)
Insurance Reserve                                 178            168
Prepaid Pension                                  (112)          (128)
Unrealized (Gain) Loss on Securities
   Available for Sale                            (226)           (33)
   Total Deferred Tax Asset                       $25           $630

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
$9.6 million at December 31, 1997.  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.

                                   43
<PAGE>

Drawings on the line included in other liabilities, were $1.2
million and $761 thousand at December 31, 1997 and 1996
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 $11.7 million at December 31,
1997.  This amount includes unfunded commitments aggregating
$11.1 million and letters of credit of $562 thousand.

NOTE O
Concentrations of Credit

     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.

     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

                                   44
<PAGE>

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, 1997 and 1996 are as follows:

($ in thousands)                             1997                1996
                                     Carrying             Carrying
Financial Assets:                    Amount   Fair Value  Amount   Fair Value
   Cash and
      Short-Term Investments         $25,265   $25,265    $27,271   $27,271
   Securities                        114,877   114,877    111,894   111,894
   Loans - Net                       146,975   147,511    132,776   132,683
                                    $287,117  $287,653   $271,941  $271,848

Financial Liabilities:
   Deposits                         $263,657  $263,259   $250,704  $250,175

Unrecognized Financial Instruments
   Commitments to Extend Credit
      and Letters of Credit               $-        $-         $-        $-

NOTE Q
Litigation and Contingencies

     During the normal course of business, the Company is
involved in various 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.

                                   45
<PAGE>

NOTE R
Parent Company Financial Statements
     The financial statements for One American Corp. (Parent
Company Only) are presented below:
BALANCE SHEETS
December 31, 1997 and 1996

($ in thousands)                                        1997          1996
Assets
   Cash                                                 $2,107       $1,699
   Receivables from Subsidiaries                            20           18
   Income Tax Receivable                                    12          122
   Investment in Subsidiaries:
      First American Bank and Trust                     34,397       32,044
      One American Agency, Inc.                            233          194
                                                        34,630       32,238
         Total Assets                                  $36,769      $34,077

Liabilities
   Accrued Dividend Payable                               $472         $135
   Payables to Subsidiaries                                 42          407
                                                           514          542

Stockholders' Equity
   Common Stock                                          7,500        7,500
   Surplus                                               5,000        5,000
   Retained Earnings                                    24,382       21,660
   Treasury Stock - 148,450 and 148,385 shares at cost    (627)        (625)
   Total Stockholders' Equity                           36,255       33,535
        Total Liabilities and Stockholders' Equity     $36,769      $34,077

                                   46
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF INCOME
for the years ended December 31, 1997, 1996, and 1995
($ in thousands)                                        1997          1996         1995
Income
   <S>                                                     <C>          <C>          <C>
   Interest Income                                         $44          $34          $17
   Dividends from Subsidiaries:
      First American Bank and Trust                      2,025        1,800        1,425
      One American Agency, Inc.                              -            -            -
         Total Income                                    2,069        1,834        1,442

Expenses
   Operating Expenses                                       52           48           53
       Total Expenses                                       52           48           53

Income before Income Taxes and Equity in
   Undistributed Net Income of Subsidiaries              2,017        1,786        1,389

Income Tax Expense (Benefit)                                (3)          (5)         (12)

Income before Equity in Undistributed
   Net Income of Subsidiaries                            2,020        1,791        1,401

Equity in Undistributed Net Income of Subsidiaries       2,017        3,259        3,846

     Net Income                                         $4,037       $5,050       $5,247
</TABLE>
                                   47
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1997, 1996, and 1995
($ in thousands)                                                 1997         1996         1995
Cash Flows From Operating Activities:
   <S>                                                           <C>          <C>          <C>
   Net Income                                                    $4,037       $5,050       $5,247
   Adjustments to Reconcile Net Income to Net
      Cash Provided by Operating Activities:
         Equity in Undistributed Net Income of Subsidiaries      (2,017)      (3,259)      (3,846)
         Changes in Assets and Liabilities:
            Increase (Decrease) in Payables to Subsidiaries         (93)         135            -
            (Increase) Decrease in Receivables from Subsidiaries     (2)         343         (361)
            (Increase) Decrease in Income Tax Receivables           110         (122)          13
            Increase (Decrease) in Income Taxes Payable               -         (348)         348

      Net Cash Provided by Operating Activities                   2,035        1,799        1,401

Cash Flows From Financing Activities:
   Dividends Paid                                                (1,627)      (1,352)      (1,080)
      Net Cash Used in Financing Activities                      (1,627)      (1,352)      (1,080)

Net Increase in Cash                                                408          447          321
Cash - Beginning of Year                                          1,699        1,252          931
Cash - End of Year                                               $2,107       $1,699       $1,252

Noncash Financing Activities:
   Dividends Declared and Not Paid                                 $473         $405         $338

   Change in Unrealized Gain (Loss) on Securities Available
      For Sale, Net                                                $375        ($307)      $1,853
</TABLE>
                                   48
<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 1998 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 1997 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, 1997.

(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 1998
                Annual Meeting of Stockholders' of One American Corp.

                                   49
<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
                                        Chairman

                                        Dated  March 12, 1998

        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 12, 1998:

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

/s/ Frank J. Bourgeois, President and Director
Frank J. Bourgeois

/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/ A. Earle Cefalu, Director
A. Earle Cefalu

/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/ Gloria A. Kliebert, Secretary / Treasurer and Director
Gloria A. Kliebert

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

                                   50
<PAGE>

/s/ Carl J. Poche, M.D., Director
Carl J. Poche, M.D.

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

/s/ Craig A. Vitrano, M.D., Director
Craig A. Vitrano, M.D.

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

                                   51
<PAGE>

              One American Corp. Board of Directors

       Frank J. Bourgeois                Honora F. Gravois
              1997                              1993
President and CEO, One American   President, M & H Builders, Inc.
             Corp.
    President and CEO, First                 Contractor
    American Bank and Trust
                                                  
        Craig G. Brazan                  O. J. Gravois III
              1986                              1996
      Marathon Oil Company         President, Gravois Farms, Inc.
       Petroleum Engineer                      Farmer
                                                  
      E. V. Cazenave. Jr.                Gloria A. Kliebert
              1986                              1997
   President, Cazenave Motor         Secretary / Treasurer, One
         company, Inc.                     American Corp.
            Retailer                 Secretary to the Board and
                                       Senior Vice President,
                                   First American Bank and Trust
      Michael J. Cazenave                         
              1992                       Anthony J. Nobile
          Eckerd Drugs                          1992
           Pharmacist             Martin, Himel, Peytavin & Nobile
                                              Attorney
      A. Earle Cefalu, Jr.                        
              1997                      Carl J. Poche, M.D.
Dealer Principal, Hood - Cefalu                 1986
           Co., Inc.
            Retailer                Coroner of St. James Parish
                                             Physician
        Dean T. Falgoust                          
              1992                      David J. Vial, M.D.
     Freeport-McMoran, Inc.                     1991
  Director of Taxes, Legal and     Coroner of St. Charles Parish
            Planning
            Attorney                         Physician
                                                  
         J. B. Falgoust                Craig A. Vitrano, M.D.
              1961                              1993
  Chairman, One American Corp.               Physician
 Chairman, First American Bank                    
           and Trust
                                        Albert J. Waguespack
      Preston L. Falgoust                       1993
              1975                Waguespack Oil Co. and AJW Farms
  President, Chauvin Business        Oil Distributor and Farmer
         Systems, Inc.
            Retailer                              
                                                  
    Marcel T. Graugnard, Jr.                      
              1975                                
   President, Graugnard, Inc.                     
            Retailer