SECURITIES AND EXCHANGE COMMISSION              
     

                           Washington, D. C.  20549

                                 FORM 10-KSB

               Annual Report Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934


For the fiscal year ended June 30, 1997   Commission file number 0-21688 



                                FFBS Bancorp, Inc.               
               
            (Exact name of registrant as specified in its charter)


            Delaware                               64-0828070    
(State or other jurisdiction of                 (I.R.S. Employer 
 incorporation or organization)                 Identification No.)

 1121 Main Street, Columbus, Mississippi               39703
(Address of principal executive offices)             (Zip Code)  
                 
       (601) 328-4631
(Registrant's telephone number, 
 including area code)  

Securities registered pursuant to Section 12(b) of the Act:

                                              Name of each exchange on
        Title of each class                        which registered
     
               None                                       None   
               

Securities registered pursuant to Section 12(g) of the Act:

                Common stock, par value $.01 per share    
                    
                            (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 no disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is 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-KSB or any amendment to this Form 10-KSB.  

Issuer's revenues for the year ended June 30, 1997 (In thousands)
                              $9,454

Aggregate market value of the voting stock held by nonaffiliates was
approximately $33,206,443.

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

             Class                        Outstanding at June 30, 1997
               
   Common stock, $.01 par value                 1,565,595 shares


Documents Incorporated by Reference -

   Annual report to stockholders for the fiscal year ended June 30,
   1997. 

   Proxy statement for the 1997 annual meeting of stockholders.



                                    PART I


ITEM 1 - DESCRIPTION OF BUSINESS

FFBS Bancorp, Inc. (Company) was organized in March, 1993, at the
direction of the Board of Director's of First Federal Bank for Savings
(Bank) to acquire all of the capital stock that the Bank issued upon its
conversion from a mutual to a stock form of ownership.  The Company may
acquire or organize other operating subsidiaries, including other
financial institutions, although there are currently no specific plans
regarding such activities by the Company.  On June 30, 1993, the Company
acquired 100% of the outstanding common stock issued by the Bank upon
its conversion from a mutual association to a stock form of ownership. 
Prior to that date, the Company conducted no other business other than
its formation and organization.  The Company's primary source of income
is from its equity ownership in the Bank.  At June 30, 1997, the Company
had total consolidated assets of $130.8 million, deposits of $103.8
million and stockholders' equity of $25.1 million.

The Bank descended from Columbus Building and Loan Association, which
dated back to 1892.  In 1934, the Bank was organized as a federally
chartered mutual savings association headquartered in Columbus,
Mississippi.  Its deposits are insured up to the maximum allowable
amount by the Federal Deposit Insurance Corporation (the "FDIC").  The
Bank primarily serves Lowndes County, Mississippi, and adjacent counties
in Mississippi and Alabama through its main office and two branch
offices in Columbus.  The Bank is a community-oriented financial
institution offering a variety of financial services to meet the
financial service needs of the communities it serves.  The Bank attracts
deposits from the general public and uses such deposits primarily to
originate loans secured by first mortgages on owner-occupied, one-to-
four family residences in its market area.

In addition to interest earned on loans and investments, the Bank
receives fee income for loan origination and commitments, late payments
and other miscellaneous services.  Also, see  "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the
Annual Report to Stockholders filed as Exhibit 13 hereto.

Like other institutions, the Bank is materially affected by general
economic conditions, the monetary and fiscal policies of the federal
government and the policies of the various regulatory authorities,
including the Office of Thrift Supervision (OTS) and the Board of
Governors of the Federal Reserve System ("Federal Reserve Board").  The
Bank's results of operations are largely dependent upon its net interest
income, which is the difference between (i) the interest it receives on
its loan portfolio and its investment securities portfolio and (ii) the
interest it pays on its deposit accounts.  See Supplemental Statistical
Information for analysis of net interest earnings and rate/volume
analysis.  

The Bank's principal business has been and continues to be attracting
retail deposits from the general public and investing those deposits,
together with funds generated from operations, primarily in one-to-four-
family loans, commercial business loans, construction loans and consumer
loans.  In addition, the Bank invests in mortgage-backed and related
securities, U. S. government and federal agency securities and other
marketable securities.  The Bank's revenues are derived principally from
interest on its mortgage loan and mortgage-backed securities portfolio
and earnings on its investment securities.  The Bank's primary sources
of funds are deposits, principal and interest payments on loans and
mortgage-backed and related securities.  At June 30, 1997, the Bank had
no brokered deposits and no FHLB-Dallas advances.

The following table sets forth the composition of the Bank's mortgage
and other loan portfolios and its mortgage-backed and related securities
in dollar amounts and in percentages at the dates indicated.

                                               At June 30,
                           _______________________________________________
                                  1995            1996            1997     
                           _______________ _______________ _______________
                                   Percent         Percent         Percent
                                      Of              Of              Of
                            Amount  Total   Amount  Total   Amount  Total
                           _______ _______ _______ _______ _______ _______
                                        (Dollars in Thousands)
Mortgage loans:
  One-to-four-family       $60,439  75.18% $61,077  73.12% $67,198  72.44%
  Multi-family               1,284   1.60    1,021   1.22      982   1.06
  Commercial real estate     7,715   9.60    7,867   9.42    8,706   9.39
  Construction and land      2,616   3.25    4,218   5.05    4,834   5.21
                           _______ _______ _______ _______ _______ _______
    Total mortgage loans    72,054  89.63   74,183  88.81   81,720  88.10
                           _______ _______ _______ _______ _______ _______

Consumer and other loans:
  Loans on deposit           1,416   1.76    1,592   1.91    1,090   1.18
  Home improvement and
    education                  114    .14       83    .10       43    .05
  Auto loans                 2,793   3.47    3,680   4.41    4,271   4.60
  Commercial - 
    collateralized           1,418   1.77      974   1.17    1,678   1.81
  Commercial - unsecured       272    .34      479    .57      333    .36
  Other loans                3,068    382    3,230   3.86    4,215   4.54
                           _______ _______ _______ _______ _______ _______
    Total consumer and
      other loans            9,081  11.30   10,038  12.02   11,630  12.54
                           _______ _______ _______ _______ _______ _______
    Total loans 
      receivable            81,135 100.93   84,221 100.83   93,350 100.64

Less:
  Unearned discounts and
    deferred loan fees          39    .05       27    .03       14    .02
  Allowance for loan 
    losses                     705    .88      666    .80      576    .62
                           _______ _______ _______ _______ _______ _______

  Loans receivable, net    $80,391 100.00% $83,528 100.00% $92,760 100.00
                           ======= ======= ======= ======= ======= =======

Mortgage-backed and
  related securities:
    FHLMC                  $ 1,718  85.51% $ 1,469  58.62% $ 5,265  72.44
    CMOs                       219  10.90       -    0.00       -    0.00
    FNMA                        65   3.24    1,029  41.06    1,993  27.42
                           _______ _______ _______ _______ _______ _______

Total mortgage-backed and
  related securities         2,002  99.65    2,498  99.68    7,258  99.86

Net premiums                     7    .35        8    .32       10    .14
                           _______ _______ _______ _______ _______ _______
 
Net mortgage-backed and
  related securities       $ 2,009 100.00% $ 2,506 100.00% $ 7,268 100.00
                           ======= ======= ======= ======= ======= ======= 

 
The following table sets forth the composition of the Bank's loan
portfolio by fixed and adjustable rate at the dates indicated:

                                              At June 30,
                           _______________________________________________
                                 1995            1996            1997     
                           _______________ _______________ _______________
                                   Percent         Percent        Percent
                                     Of              Of              Of
                            Amount  Total   Amount  Total   Amount  Total
                           _______ _______ _______ _______ _______ _______
                                        (Dollars in Thousands)

Fixed Rate Loans:
  Mortgage Loans:
    One-to-four family     $27,635  34.06% $26,574  31.55% $30,583  32.76
    Multi-family               981   1.21      915   1.08      879    .94
    Commercial real 
      estate                 7,222   8.90    7,391   8.78    8,315   8.91
    Construction and land    2,359   2.91    3,963   4.71    4,587   4.91
                           _______ _______ _______ _______ _______ _______
      Total mortgage 
        loans               38,197  47.08   38,843  46.12   44,364  47.52

    Consumer                 7,391   9.11    8,585  10.19    8,600   9.21
    Commercial               1,690   2.08    1,453   1.73    1,815   1.95
                           _______ _______ _______ _______ _______ _______
    Total fixed rate 
      loans                 47,278  58.27   48,881  58.04   54,779  58.68
                           _______ _______ _______ _______ _______ _______
Adjustable Rate Loans 
  (ARM):
    Mortgage Loans:
      One-to-four-family    32,804  40.43   34,550  41.02   36,596  39.20
      Multi-family             303    .37      106    .13      103    .11
      Commercial real 
        estate                 493    .61      430    .51      410    .44
      Construction and 
        land                   257    .32      254    .30      247    .27
                           _______ _______ _______ _______ _______ _______
        Total mortgage 
          loans             33,857  41.73   35,340  41.96   37,356  40.02
  
      Consumer                  -      -        -      -     1,019   1.09
      Commercial                -      -        -      -       196    .21
                           _______ _______ _______ _______ _______ _______
      Total adjustable
        rate loans          33,857  41.73   35,340  41.96   38,571  41.32
                           _______ _______ _______ _______ _______ _______

    Total Loans            $81,135 100.00% $84,221 100.00% $93,350 100.00
                           ======= ======= ======= ======= ======= =======
    Fixed rate mortgage-
      backed and related
      securities           $ 2,002 100.00% $ 2,498 100.00% $ 5,731  78.96

    Adjustable rate 
      mortgage-backed and
      related securities       -     0.00      -     0.00    1,527  21.04
                           _______ _______ _______ _______ _______ _______

    Total mortgage-backed
      and related 
      securities           $ 2,002 100.00% $ 2,498 100.00% $ 7,258 100.00%
                           ======= ======= ======= ======= ======= =======

The primary focus of the Bank is to originate ARM loans; however, they
are dependent upon relative customer demand as well as current and
expected future levels of interest rates.  The Bank originates loans
that generally meet the Bank's underwriting standards, which are secured
by first mortgages on owner-occupied one-to-four-family residences and
commercial real estate located primarily in northeast Mississippi.  The
Bank began a program of originating fixed-rate conforming loans for sale
for customers who desire the fixed-rate loan features.  See Supplemental
Statistical Information for loan maturities and sensitivities to changes
in interest rates.

The following table sets forth the Bank's loan originations and loan and
mortgage-backed and related securities purchases, sales, principal
repayments and amortization of premiums and discounts for the periods
indicated.
                                                  At June 30,
                                           _________________________
                                             1995     1996    1997
                                           _______  _______  _______
                                                (In Thousands)

Mortgage loans (gross):
  At beginning of period                   $68,018  $72,054  $74,183
                                           _______  _______  _______ 
  
    Mortgage loans originated:
      One-to-four family                    15,561   25,617   30,523
      Multi-family and commercial real
        estate                               5,929    4,549    8,711
      Construction and land                  2,583    6,741    8,326
                                           _______  _______  _______ 

        Total mortgage loans originated     24,073   36,907   47,560
                                           _______  _______  _______

    Mortgage loans purchases                   171      117      -

  Less:
    Transfer of mortgage loans to
      foreclosed real estate                    43      755      -
    Principal repayments                    18,321   28,485   35,367
    Sales of one-to-four-family
      mortgage loans                         1,844    5,655    4,656
                                           _______  _______  _______

    At end of period                       $72,054  $74,183  $81,720
                                           =======  =======  =======

  Consumer and other loans (gross):
    At beginning of period                 $ 6,845  $ 9,081  $10,038
      Consumer and other loans originated    9,437    7,701   12,045
      Principal repayments                  (7,201)  (6,744) (10,453)
      Transfer to other assets                  -        -       -
                                           _______  _______  _______

    At end of period                       $ 9,081  $10,038  $11,630
                                           =======  =======  =======

  Mortgage-backed and related securities
    (gross):
      At beginning of period               $ 2,753  $ 2,002  $ 2,506
        Mortgage-backed and related
          securities purchased                 -        985    5,527
        Amortization and repayments           (751)    (481)    (765)
        Sales                                  -        -        -
                                           _______  _______  _______

      At end of period                     $ 2,002  $ 2,506  $ 7,268
                                           =======  =======  =======

The Bank provides valuation reserves for anticipated losses on loans at
a level considered adequate by management.  Management performs
quarterly reviews of the Bank's loan portfolio to evaluate the adequacy
of the allowance with any adjustments being made through provisions for
loan losses.  These reviews take into consideration the Bank's past due
and nonperforming loans, prior years' loss experience, economic
conditions, underlying collateral and the distribution of loans in the
portfolio by risk class.  Amounts of the allowance are assigned to
specific loans and loan categories based upon these factors.  Although 
management believes that it uses the best information available to make
such determinations, future adjustments to reserves may be necessary,
and net income could be significantly affected, if circumstances differ
substantially from the assumptions used in making the initial
determinations.  See Supplemental Statistical Information for summary of
loan loss experience.

Investment securities held by the Bank at June 30, 1996 and 1997, are
described in Note B to the consolidated financial statements and
included as part of Exhibit 13 to this annual report.

The Bank's primary sources of funds are deposits and repayments on loans
and mortgage backed and related securities.  The Bank may obtain
advances from the FHLB-Dallas upon security of its capital stock of the
FHLB-Dallas and certain of its mortgage loans.  Since 1982, the Bank has
utilized FHLB-Dallas advances once, and at June 30, 1997, the Bank had
no outstanding advances from the FHLB-Dallas, or any other borrowings.

The Bank offers a variety of deposit accounts having a range of interest
rates and terms.  The Bank's deposits principally consist of fixed-term
certificates, regular passbook accounts, money market accounts, IRAs,
NOW accounts and commercial checking and demand (non-interest-bearing)
accounts.  The flow of deposits is influenced significantly by general
economic conditions, changes in money market rates and other prevailing
interest rates and competition.  The Bank relies primarily on customer
service and long-standing relationships with customers to attract and
retain these deposits.  The Bank has no brokered deposits.

The Bank seeks to maintain a high level of stable core deposits by
advertising, providing reduced fees on checking accounts for senior
citizens and generally promoting checking accounts.  When pricing
deposits, consideration is given to local competition, the Bank's gap
position, U. S. Treasury 90-day and six-month rates and the need for
funds.  Management's strategy is to price at or just above the median
competition, contingent upon the need for funds, and to stratify the
pricing system to attract deposits and maintain a controlled gap
position.

There are no concentrations of deposits which are dependent on a
specific industry, governmental entity, etc., which if withdrawn would
significantly impact the Bank's financial condition.

Reference should be made to Note I - Deposits of the consolidated
financial statements included as part of Exhibit 13 to this annual
report for the distribution of the Bank's deposit accounts at June 30,
1996 and 1997, and the weighted average nominal interest rates.


Regulation

The Bank is a federally-chartered savings bank, the deposits of which
are federally insured and backed by the  full faith and credit of the
United States Government.  Accordingly, the Bank is subject to broad
federal regulation and oversight extending to all of its operations. 
The Bank is a member of the FHLB of Dallas and is subject to certain
limited regulation by the Federal Reserve Board.  Also, the Bank is a
member of the Savings Association Insurance Fund (SAIF) and the deposits
of the Bank are insured by the FDIC.  As a result, the FDIC has certain
regulatory and examination authority.  Certain regulatory requirements
and restrictions are discussed below:

The Bank must file reports with the OTS and the FDIC concerning its
activities and financial condition, in addition to obtaining regulatory
approvals prior to entering certain transactions such as mergers with or
acquisitions of other financial institutions.  There are periodic
examinations by the OTS and the FDIC to test the Bank's compliance with
various regulatory requirements.  This regulation and supervision
establishes a comprehensive framework of activities in which an
institution can engage and is intended primarily for the protection of
the insurance fund and depositors.  The regulatory structure also gives
the regulatory authorities extensive discretion in connection with their
supervisory and enforcement activities and examination policies,
including policies with respect to the classification of assets and the
establishment of adequate loan loss reserves for regulatory purposes. 
Any change in such regulation, whether by the OTS, the FDIC or the
Congress could have a material adverse impact on the Company, the Bank
and their operations.  The Holding Company is also required to file
certain reports and comply with the rules and regulations of the OTS,
the Securities and Exchange Commission ("SEC"), and the National
Association of Securities Dealers (NASD).

FDICIA

On December 19, 1991, the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA") became law.  While FDICIA primarily
addresses additional sources of funding for the Bank Insurance Fund
(BIF), which insures the deposits of commercial banks and savings banks,
it also imposes a number of new mandatory supervisory measures on
savings associations and banks.  Some of the more significant provisions
are as follows:

a) Standards for Safety and Soundness.  FDICIA requires the federal
   bank regulatory agencies to prescribe, by regulation, standards for
   all insured depository institutions and depository institution
   holding companies relating to: (i) internal controls, information
   systems and audit systems; (ii) loan documentation; (iii) credit
   underwriting; (iv) interest rate risk exposure; (v) asset growth;
   and (vi) compensation, fees and benefits.  The compensation
   standards prohibit employment contracts, compensation or benefit
   arrangements, stock option plans, fee arrangements or other
   compensatory arrangements that would provide excessive compensation,
   fees or benefits or could lead to material financial loss.  The FDICIA
   also provides for enhanced federal supervision of depository 
   institutions based on, among other things, an institution's capital 
   level.

b) Prompt Corrective Regulatory Action.  FDICIA establishes a system
   of prompt corrective action to resolve the problems of
   undercapitalized institutions.  Under this system, which became
   effective on December 19, 1992, the banking regulators are required
   to take certain supervisory actions against undercapitalized
   institutions, the severity of which depends upon the institution's
   degree of capitalization.  Generally, subject to a narrow
   exception, FDICIA requires the banking regulator to appoint a
   receiver or conservator for an institution that is critically
   undercapitalized.  FDICIA authorizes the banking regulators to
   specify the ratio of tangible capital to assets at which an
   institution becomes critically undercapitalized and requires that
   ratio to be no less than 2% of assets.

   Under the OTS final rule, generally, a savings institution that has
   a total risk-based capital of less than 8.0% or a leverage ratio
   that is less than 4.0% is considered to be undercapitalized.  A
   savings institution that has a total risk-based capital less than
   6.0%, a Tier I risk-based capital ratio of less than 3% or a
   leverage ratio that is less than 3.0% is considered to be
   "significantly undercapitalized" and a savings institution that has
   a tangible capital to assets ratio equal to or less than 2% is
   deemed to be "critically undercapitalized."  Generally, a capital
   restoration plan must be filed with the OTS within 45 days of the
   date an association receives notice that it is "undercapitalized,"
   "significantly undercapitalized" or "critically undercapitalized." 
   In addition, numerous mandatory supervisory actions become
   immediately applicable to the institution, including, but not
   limited to, restrictions on growth, investment activities, capital
   distributions, and affiliate transactions.  The OTS could also take
   any one of a number of discretionary supervisory actions, including
   the issuance of a capital directive and the replacement of senior
   executive officers and directors.

c) Uniform Lending Standards.  Under FDICIA, the federal banking
   agencies are required to adopt uniform regulations prescribing
   standards for extensions of credit that are secured by liens on
   interests in real estate or made for the purpose of financing the
   construction of a building or other improvements to real estate. 
   Under joint regulations recently adopted by the banking agencies,
   which became effective March 19, 1993, savings associations must
   adopt and maintain written policies that establish appropriate
   limits and standards for extensions of credit that are secured by
   liens or interests in real estate or are made for the purpose of
   financing standards, prudent underwriting standards (including
   loan-to-value limits) that are clear and measurable, loan
   administration procedures, and documentation, approval and
   reporting requirements.  The real estate lending policies must
   reflect consideration of the Interagency Guidelines for Real Estate
   Lending Policies that have been adopted by the federal bank
   regulators.

d) Miscellaneous.  FDICIA increases the consumer lending authority of
   federal associations to 35% of assets, extends the deadline for the
   mandatory use of state-certified and state-licensed appraisers,
   modifies the Qualified Thrift Lender (QTL) test to require 65%
   rather than 70% of portfolio assets to be qualified thrift
   investments and authorizes the OTS to prescribe rules for the
   amount of purchased mortgage servicing rights that must be deducted
   from capital for regulatory reporting purposes.  FDICIA also
   authorizes acquisitions of banks by savings associations on the
   same terms as savings associations may be acquired by banks.

Small Business Job Protection Act

The Small Business Job Protection Act of 1996 was signed into law on 
August 20, 1996.  As the result of the enactment of the Small Business 
Act, all savings banks and savings associations will be able to change 
to a commercial bank charter, diversify their lending, or to be merged 
into a commercial bank without having to recapture any of their pre-1988
tax bad debt reserve accumulations.  Any tax bad debt reserves accumulated
above the 1987 level will be subject to recapture, regardless of whether
or not a particular thrift intends to change its charter, be acquired, 
or diversify its activities.  The recapture tax on the post-1987 tax bad
debt reserves will be paid in equal amounts over six years.  If a thrift 
originates the same principal amount of mortgage loans in 1997 or 1998 
that it originates in the six years before, the payment of the recapture
tax may be deferred for each year.  The Bank had accumulated tax reserves
of $1,600,000 as of July 1, 1988, and $2,550,000 as of June 30, 1996; 
thus, resulting in tax reserves to be recaptured of $950,000.  The Bank 
anticipates deferring any recapture tax for two years (1997 and 1998),
the maximum deferment period, due to meeting the mortgage origination test.
  
Federal Securities Law

The Company filed with the SEC a registration statement under the
Securities Act, for the registration of the Common Stock to be issued
pursuant to the Conversion.  Upon completion of the Conversion, the
Company's Common Stock was registered with the SEC under the Exchange
Act.  The Company is subject to the information, proxy solicitation,
insider trading restrictions and other requirements under the Exchange
Act.

The registration under the Securities Act of shares of the Common Stock
to be issued in the Conversion does not cover the resale of such shares. 
Shares of the Common Stock purchased by persons who are not affiliates
of the Company may be resold without registration.  Shares purchased by
an affiliate of the Company are subject to  the resale restrictions of
Rule 144 under the Securities Act.  If the Company meets the current
public information requirements of Rule 144 under the Securities Act,
each affiliate of the Company who complies with the other conditions of
Rule 144 (including those that require the affiliate's sale to be
aggregated with those of certain other persons) will be able to sell in
the public market, without registration, a number of shares not to
exceed, in any three-month period, the greater (i) 1% of the outstanding
shares of the Company or (ii) the average weekly volume of trading in
such shares during the preceding four calendar weeks.  Provision may be
made in the future by the Company to permit affiliates to have their
shares registered for sale under the Securities Act under certain
circumstances.

Regulatory Capital Requirements

The OTS capital regulations require savings institutions to meet three
capital standards: a 1.5% tangible capital standard; a 3% leverage (core
capital) ratio; and an 8% risk based capital standard.  Core capital is
defined as common stockholder's equity (including retained earnings),
noncumulative perpetual preferred stock and related surplus, minority
interest in equity accounts of consolidated subsidiaries less
intangibles other than certain qualifying supervisory intangible assets
and certain purchased mortgage servicing rights.  The OTS regulations
also require that, in meeting the leverage ratio, tangible and risk-
based capital standards, institutions must deduct investments in and
loans to subsidiaries engaged in activities not permissible for a
national bank.  The Bank currently has no subsidiaries engaged in such
activities.  At June 30, 1996 and 1997, the Bank exceeded each of its
capital requirements.  See Supplemental Statistical Information -
Capital Adequacy Data of Subsidiary Bank.

On August 31, 1993, the OTS issued a final rule which sets forth the
methodology for calculating an interest rate risk ("IRR") component
which is added to the risk-based capital requirements for OTS regulated
thrift institutions.  Under the final rule, savings associations with a
greater than "normal" level of interest rate exposure will be subject to
a deduction from total capital for purposes of calculating their risk-
based capital requirement.  Specifically, interest rate exposure will be
measured as the decline in net portfolio value due to a 200 basis point
change in market interest rates.  The interest rate risk ("IRR")
component to be deducted from total capital is equal to one-half the
difference between an institution's measured exposure and the "normal"
level of exposure, which is defined as two percent of the estimated
economic value of its assets.  The final rule establishes a two quarter
"lag" between the reporting date that is used to calculate the IRR
component and the effective date of each quarter's IRR component.  The
Director of the OTS may waive or defer an institution's IRR component,
but not decrease it unless it is as the result of an appeal.  The OTS
intends to make an appeals process available to institutions under
certain circumstances.  Recently, the OTS has postponed the interest
rate risk capital deduction in order to provide sufficient time to
implement and evaluate the OTS appeals process as well as get a better
sense of the direction that the other federal banking agencies may take
in their implementation of Section 305 of FDICIA.

Liquidity Requirements

The Bank is required to maintain an average daily balance of liquid
assets (cash, certain time deposits, bankers' acceptances, specified U.S.
Government, state or federal agency obligations, shares of certain
mutual funds and certain corporate debt securities and commercial paper)
equal to a monthly average of not less than a specified percentage of
its net withdrawable deposit accounts plus short-term borrowings.  This
liquidity requirement may be changed from time to time by the OTS to any
amount within the range of 4% to 10% depending upon economic conditions
and the savings flows of member institutions, and is currently 5%.  OTS
regulations also require each savings institution to maintain an average
daily balance of short-term liquid assets at a specified percentage
(currently 1%) of the total of its net withdrawable deposit accounts and
borrowings payable in one year or less.  Monetary penalties may be
imposed for failure to meet these liquidity requirements.  The Bank's
average long-term liquidity and short-term liquidity ratios for June 30,
1997, were 22.06% and 6.20%, respectively, which exceeded the then
applicable requirements.  The Bank has never been subject to monetary
penalties for failure to meet its liquidity requirements.

Insurance of Deposit Accounts

The FDIC charges an annual assessment for the insurance of deposits
based on the risk a particular institution poses to its deposit insurance
fund.  The risk-related premium system (RRPS) is used to determine the 
deposit insurance assessment rate.  Under the RRPS, each insured
institution is assigned to one of three capital groups and to one of 
three supervisory subgroups for purposes of determining an assessment 
risk classification.  The three capital categories based on the
institution's financial condition consist of (1) well capitalized, 
(2) adequately capitalized, or (3) undercapitalized.  The three
supervisory subgroups are (1) Subgroup A, (2) Subgroup B, and (3)
Subgroup C.  The subgroup assignment is based upon a variety of factors
including, but not limited to, the latest supervisory examination of the
institution.  For the assessment period beginning January 1, 1997, the
Bank has been assigned to the well capitalized and Subgroup A 
categories.  This resulted in the Bank receiving the lowest assessment
rate of .063% of deposits.  However, the FDIC is authorized to raise
insurance premiums.  Thus, any increase in the assessment rates could
have an impact on the Bank's earnings.  

On September 30, 1996, the Deposit Insurance Funds Act of 1996 was enacted
and called for a special assessment on SAIF-assessable deposits to 
capitalize the Savings Association Insurance Fund.  During the fiscal year
ended June 30, 1997, the Company paid the FDIC special assessment of $599,000,
which was a charge to earnings of $376,000, net of taxes.

Qualified Thrift Lender Test

The Home Owners Loan Act ("HOLA"), as amended, requires savings
institutions to meet a qualified thrift lender ("QTL") test.  If the
Association maintains an appropriate level of Qualified Thrift
Investments (primarily residential mortgages and related investments,
including certain mortgage-backed securities) ("QTIs") and otherwise
qualifies as a QTL, it will continue to enjoy full borrowing privileges
from the FHLB of Dallas.  Under FDICIA, the required percentage of QTIs
was decreased from 70% to 65% of portfolio assets (defined as all assets
minus intangible assets, property used by the institution in conducting
its business and liquid assets up to 20% of total assets).  Certain
assets are subject to a percentage limitation of 20% of portfolio
assets.  In addition, savings associations may include shares of stock
of the Federal Home Loan Banks, FNMA and FHLMC as qualifying QTIs.  The
FDICIA also amended the method for measuring compliance with the QTL
test to be on a monthly basis in nine out of every 12 months, as opposed
to on a daily or weekly average of QTIs.  As of June 30, 1997, the
Association was in compliance with QTL requirement with 89.50% of its
total assets invested in Qualified Thrift Investments.

A savings association that does not meet a QTL test must either convert
to a bank charter or comply with the following restrictions on its
operations: (i) the savings associations may not engage in any new
activity or make any new investment, directly or indirectly, unless such
activity or investment is permissible for a national bank; (ii) the
branching powers of the savings association shall be restricted to those
of a national bank; (iii) the savings association shall not be eligible
to obtain any advances from its FHLB; and (iv) payment of dividends by
the savings association shall be subject to the rules regarding payment
of dividends by a national bank.  Upon the expiration of three years
from the date the savings association ceases to be a QTL, it must cease
any activity and not retain any investment not permissible for a
national bank and immediately repay any outstanding FHLB advances
(subject to safety and soundness considerations).

Loans to One Borrower

Under the HOLA, as amended, savings institutions are subject to the
national bank limits on loans to one borrower.  Generally, a savings
association may not make a loan or extend credit to a single or related
group of borrowers in excess of 15% of the savings association's
unimpaired capital and surplus.  An additional amount may be lent, equal
to 10% of unimpaired capital and surplus, if such loan is secured by
readily-marketable collateral, which is defined to include certain
securities and bullion, but generally does not include real estate.

Dividend and Other Capital Distribution Limitations

OTS regulations impose limitations upon all capital distributions by
savings institutions, such as cash dividends, payments to repurchase or
otherwise acquire its shares, payments to shareholders of another
institution in a cash-out merger and other distributions charged against
capital.  The rule establishes three tiers of institutions, which are
based primarily on an institution's capital level.  An institution that
exceeds all fully phased-in capital requirements before and after a
proposed capital distribution ("Tier 1 Association") and has not been
advised by the OTS that it is in need of more than normal supervision,
could, after prior notice but without the approval of the OTS, make
capital distributions during the calendar year equal to the greater of:
(i) 100% of its net income to date during the calendar year plus the
amount that would reduce by one-half its "surplus capital ratio" (the
excess capital over its fully phased-in capital requirements) at the
beginning of the calendar year; or (ii) 75% of its net income for the
previous four quarters.  Any additional capital distributions would
require prior regulatory approval.  In the event the Bank's capital fell
below its fully phased-in requirement or the OTS notified it that it was
in need of more than normal supervision, the Bank's ability to make
capital distributions could be restricted.  In addition, the OTS could
prohibit a proposed capital distribution by any institution, which would
otherwise be permitted by the regulation, if the OTS determines that
such distribution would constitute an unsafe or unsound practice. 
Furthermore, under the OTS prompt corrective action regulations, which
took effect on December 19, 1992, the Bank would be prohibited from
making any capital distributions if, after the distribution, the Bank
would have (i) a total risk-based capital ratio of less than 8.0%; (ii)
a Tier 1 risk-based capital ratio of less than 4.0% or (iii) a leverage
ratio of less than 4.0%.

Federal Home Loan Bank System

The Association is a member of the FHLB of Dallas, which is one of 12
regional FHLBs that administer the home financing credit function of
savings associations.  Each FHLB serves as a reserve or central bank for
its members within its assigned region.  It is funded primarily from
proceeds derived from the sale of consolidated obligations of the FHLB
System.  It makes loans to members (i.e., advances) in accordance with
policies and procedures established by the Board of Directors of the
FHLB.

As a member, the Association is required to purchase and maintain stock
in the FHLB of Dallas in an amount equal to at least 1% of its aggregate
unpaid residential mortgage loans, home purchase contracts or similar
obligations at the beginning of each year.  At June 30, 1997, the
Association had $801,900 in FHLB stock, which was in compliance with
this requirement.

As a result of FIRREA, the FHLBs are required to provide funds for the
resolution of troubled savings associations and to contribute to
affordable housing programs through direct loans or interest subsidies
on advances targeted for community investment and low- and moderate-
income housing projects.  These contributions have adversely affected
the level of FHLB dividends paid and could continue to do so in the
future.  For the year ended June 30, 1997, dividends paid by the FHLB of
Dallas to the Association totaled $45,000.

Federal Reserve System 

The Federal Reserve Board regulations require savings institutions to
maintain non-interest earning reserves against their transaction
accounts (primarily NOW and regular checking accounts).  The Federal
Reserve Board regulations generally require that reserves of 3% must be
maintained against aggregate transaction accounts of $44.9 million or
less (subject to adjustment by the Federal Reserve Board) plus 10%
(subject to adjustment by the Federal Reserve Board between 8% and 14%)
against that portion of total transaction accounts in excess of $44.9
million.  The first $4.4 million of otherwise reservable balances
(subject to adjustments by the Federal Reserve Board) are exempted from
the reserve requirements.  The Bank is in compliance with the foregoing
requirements.  The balances maintained to meet the reserve requirements
imposed by the Federal Reserve Board may be used to satisfy liquidity
requirements imposed by the OTS.  Because required reserves must be
maintained in the form of either vault cash, a non-interest-bearing
account at a Federal Reserve Bank or a pass-through account as defined
by the Federal Reserve Board, the effect of this reserve requirement is
to reduce the Bank's interest-earning assets.  FHLB System members are
also authorized to borrow from the Federal Reserve "discount window,"
but Federal Reserve Board regulations require institutions to exhaust
all FHLB sources before borrowing from a Federal Reserve Bank.

Holding Company Regulation

The Company is a nondiversified savings and loan holding company within
the meaning of the Home Owners' Loan Act (HOLA), as amended.  As such,
the Company is required to register with the OTS and will be subject to
OTS regulations, examinations, supervision and reporting requirements. 
In addition, the OTS has enforcement authority over the Company and any
non-savings institution subsidiaries.  Among other things, this
authority permits the OTS to restrict or prohibit activities that are
determined to be a serious risk to the subsidiary savings institution. 
The Bank must notify the OTS 30 days before declaring any dividend to
the Company.

The HOLA prohibits a savings and loan holding company, directly or
indirectly, or through one or more subsidiaries, from acquiring another
savings institution or holding company thereof, without prior written
approval of the OTS; acquiring or retaining, with certain exceptions,
more than 5% of a nonsubsidiary savings institution, a nonsubsidiary
holding company, or a nonsubsidiary company engaged in activities other
than those permitted by the HOLA; or acquiring or retaining control of
an institution that is not federally insured.  In evaluating
applications by holding companies to acquire savings institutions, the
OTS must consider the financial and managerial resources and future
prospects of the company and institution involved, the effect of the
acquisition on the risk to the insurance funds, the convenience and
needs of the community and competitive factors.

As a unitary savings and loan holding company, the Company generally
will not be restricted under existing laws as to the types of business
activities in which it may engage, provided that the Bank continues to
meet OTS requirements.  The HOLA limits the activities of a multiple
savings and loan holding company and any non-insured institution
subsidiaries primarily to activities permissible for bank holding
companies under Section 4(c)(8) of the BHC Act, subject to the prior
approval of the OTS, and activities authorized by OTS regulations.  The
activities of savings institutions are governed by HOLA, as amended and,
in certain respects, the FDI Act.  The HOLA and the FDI Act were amended
by the FIRREA, which was enacted for the purpose of resolving problem
savings institutions, establishing a new thrift insurance fund,
reorganizing the regulatory structure applicable to a savings
institution, and imposing bank-like standards on savings institutions,
and by FDICIA.  The federal banking statues as amended by the FIRREA and
FDICIA (1) restrict the use of borrowed deposits by troubled savings
institutions that are not well-capitalized, (2) prohibit the acquisition
of any corporate debt security that is not rated in one of the four
highest rating categories, (3) restrict the aggregate amount of loans
secured by non-residential real estate property to 400% of capital, (4)
permit savings and loan holding companies to acquire up to 5% of the
voting shares of non-subsidiary savings institutions or savings and loan
holding companies without prior approval, (5) permit bank holding
companies to acquire healthy savings institutions and (6) require the
federal banking agencies to establish by regulation loan-to-loan value
limitations on real estate lending.  However, the Bank does not have the
authority under the HOLA to make certain loans or investments, not
exceeding 5.0% of its total assets, on each of (i) non-conforming loans
(loans in excess of the specific limitations of the HOLA) and (ii)
construction loans without security for the purpose of financing what is
or is expected to be residential property.  To assure repayment of such
loans, the Bank relies substantially on the borrower's general credit
standing, personal guarantees and projected future income on the
properties.

Federal Taxation

General.  The following discussion of tax matters is intended only as a
summary and does not purport to be a comprehensive description of the
tax rules applicable to the Association.

Historically, for federal income tax purposes, the Association has
reported its income and expenses on the accrual method of accounting and
has filed consolidated federal income tax returns on this basis.  The
Association is subject to the rules of federal income taxation
applicable to corporations.  Generally, the Code requires that all
corporations, including the Association, compute taxable income under
the accrual method of accounting.  For its taxable year ending 1997, the
Association was subject to a maximum federal income tax rate of 34%.  

Bad Debt Reserves.  Beginning with the year ending June 30, 1997, the
Association began determining its tax bad debt reserve based upon the
six-year historical average method as provided in the Internal Revenue 
Code.  Previously, the Association had used the "percentage-of-taxable-
income" method.  See Small Business Job Protection Act.

Earnings appropriated for bad debt reserves and deducted for federal
income tax purposes cannot be used by the Association to pay cash
dividends to the Holding Company without the payment of income taxes  by
the Association at the then current income tax rate on the amount deemed
distributed, which would include the amount of any federal income taxes
attributable to the distribution.  Thus, any dividends to the Holding
Company that would reduce amounts appropriated to the Association's bad
debt reserves and deducted for federal income tax purposes could create
a tax liability for the Association.  The Association does not intend to
pay dividends that would result in a recapture of its bad debt reserves.

The income tax law requires the recapture of the Association's base year
tax bad debt reserves in the following cases:

      1.  Certain excess distributions to shareholders;
      2.  certain redemption of shareholders, and
      3.  the liquidation of the Association.

Additionally, if the Association, or its successors, should fail to qualify
as a bank, as defined by the Internal Revenue Code, it would be required to
recapture its base year tax bad debt reserves.  Regulations to be written
will address the recapture requirements, if any, in the case of spin-offs,
mergers, acquisitions, and other reorganizations.

State Taxation

Mississippi Taxation.  The Holding Company and the Association are
subject to the Mississippi corporate income tax and franchise tax to the
extent that such corporations are engaged in business in the State of
Mississippi or have income that is generated in the state.  A franchise
tax is imposed at a rate of $2.50 per $1,000, or fractional part 
thereof, of capital, surplus, undivided profits and reserves employed in
Mississippi.  An income tax is imposed at a rate of 3% on the first
$5,000 of taxable income, 4% on the next $5,000 of taxable income and 5%
on taxable income in excess of $10,000.  A Mississippi combination
return of corporate income and franchise tax must be filed annually. 
For these purposes, "taxable income" generally means federal taxable
income, subject to certain adjustments (including the addition of
interest income on non-Mississippi state and municipal obligations and
the exclusion of interest income on U. S. Treasury obligations).  The
exclusion of income on U. S. Treasury obligations has the effect of
reducing the Mississippi taxable income of savings institutions.

Delaware Taxation.  As a Delaware holding company not earning income in
Delaware, the Holding Company is exempted from Delaware corporate income
tax but is required to file an annual report with and pay an annual
franchise tax to the State of Delaware.

Competition

The Company and the Bank currently serve Lowndes County, Mississippi,
and adjacent counties in Mississippi and Alabama.  Over this same area,
the Bank competes directly in Lowndes County with approximately 7
banking institutions and many credit unions, financial companies,
brokerage firms, mortgage companies and insurance companies.  The
institution is the only savings association in the immediate area.  The
slogan, "Local People with Local Interests," identifies the Bank as a
community-oriented financial institution, which management considers as
its major competitive advantage in attracting and retaining customers in
its market area.

Research and Development

For the years ended June 30, 1996, and 1997, the Company and the Bank
had no expenditures for research and development.

Dependence on Customers

The Company and the Bank are not dependent on one or a few major
customers.

Environmental Laws

Compliance with environmental laws has not had a significant impact on
the financial condition of the Company or the Bank.

Number of Employees

At June 30, 1997, the Company had no employees.  At June 30, 1997, the
Bank had 34 employees of which 28 were full-time.



ITEM 2 - DESCRIPTION OF PROPERTY

The Bank conducts its business through its main office in Columbus and
two branch offices in Columbus, Mississippi.



                        Date     Net Book Value at    Leased or
      Location        Acquired   June 30, 1997 (1)      Owned
____________________  _________  _________________  _______________
                               (Dollars in Thousands)

Main Office
1121 Main Street         1979           $729        Leased/Owned (2)
Columbus, 
  Mississippi

Branch Office
420 Alabama Street       1971           $137            Owned
Columbus, 
  Mississippi

Branch Office
2024 Highway 45          1987           $301            Owned
  North
Columbus, 
  Mississippi             



(1)  Includes value of premises and equipment.

(2)  The main office building is owned by the Bank but is situated on
     property that is leased from the Columbus School Board and,  
     pursuant to Statue, the lease has a 99 year term which is renewable
     forever, subject to an upward adjustment to the rent paid.  This
     lease is subject to litigation which may result in an increase in
     rent paid prior to the expiration date.  Management does not
     currently believe that any increase will have a material impact on
     the Bank's financial condition or results of operations.

The Bank also owns two pieces of property in Lowndes County for the future
operation of branch offices.


ITEM 3 - LEGAL MATTERS

At June 30, 1997, the only litigation the Bank is involved with consists
of various legal actions arising in the normal course of its business. 
In the opinion of management, the resolutions of these legal actions are
not expected to have a material adverse effect on the Bank's financial
condition or results of operations.


ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY MATTERS

None


                                   PART II


ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

A)  The Company's common stock is traded in the over-the-counter market
    under the NASDAQ symbol "FFBS" and is quoted on NASDAQ's National
    Market System.

B)  The conversion from the mutual form of ownership to a stock
    institution was effective June 30, 1993.  The offering price was $10
    per share.  The stock traded in a range from $19.75 to $24.50 during
    the fiscal year 1997.

C)  Dividends of $.50 per share were declared on the common stock for
    the year ended June 30, 1997. 

D)  As described in Item 1 - Regulation, the payment of dividends are
    subject to approval and/or restrictions by governmental regulations.

E)  At June 30, 1997, the Company had approximately 658 shareholders. 
    The Bank is 100% owned by the Company.


ITEM 6 - SELECTED FINANCIAL DATA

The information titled "Selected Financial Data" and contained on Pages
5-6 of the Company's annual report to the shareholders for the year
1997 is incorporated herein by reference in response to this item. 



                SUPPLEMENTAL STATISTICAL INFORMATION

  I.  Distribution of Assets, Liabilities, and Stockholders' Equity:
      Interest Rates and Interest Differential

      A.  Average Balance Sheets (Consolidated) and Analysis of Net
          Interest Earnings:

                                        Year Ended June 30
                          ___________________________________________________
                                      1996                      1997        
                          _________________________ _________________________
                                            Average                   Average
                          Average            Yield/ Average           Yield/
                          Balance  Interest  Cost   Balance  Interest  Cost 
                          ________ ________ _______ ________ ________ _______
                                         (Dollars in Thousands)              
   
Assets:
 Interest-earning assets: 
  Mortgage loans, net (1) $ 73,238 $  6,216   8.49% $ 78,026 $  6,507   8.34%   
  Other loans         (1)    9,858      858   8.70%    9,771      959   9.81%
  Mortgage-backed and
   related securities (1)    2,314      140   6.05%    4,991      309   6.19%
  Interest-bearing
   deposits           (1)    5,863      312   5.32%    5,735      310   5.41%
  Investment 
   securities         (2)   26,149    1,357   5.19%   23,171    1,324   5.71%
  FHLB stock          (6)      731       45   6.16%      776       45   5.80%
                          ________ ________         ________ ________ 
 Total interest-
  earning assets      (6)  118,153    8,928   7.56%  122,470    9,454   7.72%

Non-interest-earning
 assets                      3,017                     4,623
                          ________                  ________
 Total Assets         (6) $121,170                  $127,093
                          ========                  ========

Liabilities and
 Retained Earnings:
  Interest-bearing
   liabilities:
    Deposits:
     Passbook accounts(1) $  6,085 $    168   2.76% $  6,192 $   175    2.83%
     Now accounts     (1)   11,381      203   1.78%   12,055     194    1.61%
     Money market
      accounts        (1)    6,407      227   3.54%    5,758     198    3.44%
     Certificate 
      accounts        (1)   71,776    3,965   5.52%   76,200   4,196    5.51%
    Borrowed funds               0        0   0.00%        0       0    0.00%
                          ________ ________ _______ ________ ________ _______
    Total interest-
     bearing 
     liabilities      (1)   95,649    4,563   4.77%  100,205    4,763   4.75%
  Other liabilities          1,369                     2,022
                          ________                  ________
                              
   Total liabilities        97,018                   102,227
  
  Retained earnings   (6)   24,152                    24,866
                          ________                  ________

   Total liabilities
    and retained
    earnings          (6) $121,170                  $127,093
                          ========                  ========

Net interest income/
 interest rate spread (3)          $  4,365   2.79%          $  4,691    2.97%
                                   ========                  ========

Net earning assets/
 net interest margin  (4) $ 22,504            3.69% $ 22,265             3.83%
                          ========                  ========

Interest-earning 
 assets to interest-
 bearing liabilities       123.53%                   122.22%
 

          (1)  Based upon or derived from daily balances.
          (2)  Based upon quarterly balances.
          (3)  Interest rate spread represents the difference 
               between the average rate on interest-earning 
               assets and the average cost of interest-bearing
               liabilities.
          (4)  Net interest margin represents net interest income 
               before the provision for loan losses divided by 
               average interest-earning assets.
          (5)  For the purposes of these computations, nonaccruing 
               loans are included in the average loan balances 
               outstanding.
          (6)  Based upon or derived from monthly balances.


      B.  Rate/Volume Analysis:

          The following table presents the extent to which changes in 
          interest rates and changes in the volume of interest-earning 
          liabilities that have affected the Bank's interest income and
          interest expense during the periods indicated.  Information
          is provided in each category with respect to (i) changes 
          attributable to changes in volume (changes in average balance
          multiplied by prior average interest rate), (ii) changes 
          attributable to changes in rate (changes in average interest 
          rate multiplied by prior average balance), and (iii) the net
          change.  The changes attributable to the combined impact of
          volume and rate have been allocated proportionately to the
          changes due to volume and the changes due to rate.
 
                                   Year Ended              Year Ended
                                  June 30, 1995           June 30, 1996   
                                   Compared to             Compared to
                                   Year Ended              Year Ended
                                  June 30, 1996           June 30, 1997
                             ______________________  ______________________
                                Increase                Increase
                             (Decrease) in           (Decrease) in
                              Net Interest            Net Interest
                             Income Due to           Income Due to
                             ______________          ______________
                             Volume   Rate     Net   Volume   Rate    Net
                             ______  ______  ______  ______  ______  ______

                                             (Dollars in Thousands)
         Interest-earning 
          assets:
           Mortgage loans, 
            net              $  273  $   14  $  287  $  402  $ (111) $  291
           Consumer and 
            other loans         176      26     202      (8)    109     101
           Mortgage-backed 
            and related 
            securities           (1)     14      13     166       3     169
           Interest-bearing 
            deposits              9      36      45      (7)      5      (2)
           Investment 
            securities          (46)     (8)    (54)   (162)    129     (33)
           FHLB stock             3       2       5       3      (3)      0
                             ______  ______  ______  ______  ______  ______
            Total               414      84     498     394     132     526
                             ______  ______  ______  ______  ______  ______
          
          Interest-bearing 
           liabilities:
            Passbook 
             accounts        $   (4) $   (7) $  (11) $    3  $    4  $    7
            Now accounts         27      38      65      11     (20)     (9)
            Money market
             accounts           (35)     38       3     (23)     (6)    (29)
            Certificate 
             accounts           190     462     652     238      (7)    231
                             ______  ______  ______  ______  ______  ______
           Total                178     531     709     229     (29)    200
                             ______  ______  ______  ______  ______  ______
 
         Net change in 
          interest income    $  236  $ (447) $ (211) $  165  $  161  $  326
                             ======  ======  ======  ======  ======  ======


 II.  Investment Portfolio and Mortgage-Backed and Related Securities

      A.  The following table sets forth the carrying amount of investment
          securities at the dates indicated:

                                                          June 30,
                                                       1996      1997 
                                                     ________  ________
                                                       (In Thousands)      
          U. S. Treasury and other U. S. 
           Government agencies                       $ 24,589  $ 15,586
          States and political subdivisions             2,009     2,006
          Mortgage-backed and related securities        2,506     7,268
          Marketable equity securities                  1,143     1,222
                                                     ________  ________

                                                     $ 30,247  $ 26,082
                                                     ========  ========


      B.  The following table sets forth the securities of debt investment
          securities at June 30, 1997, and the weighted average yields of 
          such securities:

                                             Maturing
                     _____________________________________________________ 
                                     After One    After Five
                         Within      But Within   But Within      After    
                        One Year     Five Years   Ten Years    Ten Years
                     _____________ _____________ ____________ ____________
                     Amount  Yield Amount  Yield Amount Yield Amount Yield
                     _______ _____ _______ _____ ______ _____ ______ _____
                                         (In Thousands)
U.S. Treasury and
 other U. S. Govern- 
 ment agencies       $ 3,150 5.43% $12,436 5.96% $   -    - % $   -    - % 
States and political 
 subdivisions          1,000 3.93%      -    - %     -    - %  1,007 4.14%
Mortgage-backed and
 related securities    1,140 5.77%   1,845 6.03%  1,784 6.79%  2,498 6.22%
                     _______ _____ _______ _____ ______ _____ ______ _____

                     $ 5,290 5.22% $14,281 5.97% $1,784 6.79% $3,505 5.62%
                     ======= ===== ======= ===== ====== ===== ====== =====

Tax equivalent adjustments have not been made in calculating yields on 
obligations of states and political subdivisions.


III.  Loan Portfolio

      A.  Types of Loan

          Reference is made to Note C of the consolidated financial 
          statements.

      B.  Maturities and sensitivities of loans to changes in 
          interest rates.  The following table shows the maturity 
          of the Association's loan portfolio at June 30, 1997.  
          Loans that have adjustable rates are shown as amortizing
          to final maturity rather than in the period during which
          the interest rates are next subject to change.  The table
          does not include prepayments but does reflect scheduled
          principal amortization.

                                              (In Thousands)
                                              June 30, 1997
                                    __________________________________
                                                 Maturing
                                    __________________________________
                                     Within
                                      One      1-5     Over
                     Type             Year    Years   5 Years   Total
          ________________________  _______  _______  _______  _______

          One-to-Four Family        $ 7,116  $ 7,743  $52,339  $67,198
          Other Mortgage Loans        2,072    2,923    9,527   14,522
          Consumer and Other Loans    5,066    5,815      749   11,630
                                    _______  _______  _______  _______

                                    $14,254  $16,481  $62,615  $93,350
                                    =======  =======  =======  =======

          Loans with:
            Predetermined interest
              rates                 $12,470  $16,150  $26,159  $54,779
           Adjustable interest 
              rates                   1,784      331   36,456   38,571
                                    _______  _______  _______  _______

                                    $14,254  $16,481  $62,615  $93,350
                                    =======  =======  =======  =======

      C.  Non-performing Loans:

          1.  The following table sets forth information regarding non-
              accrual loans, loans which are 90 or more delinquent and 
              still accruing, and foreclosed properties at the dates
              indicated.  At June 30, 1997, there are no potential problem
              loans except as included in the table below.

                                                           (In Thousands)
                                                                 At
                                                          June 30  June 30
                                                          _______  _______

                                                            1996    1997
                                                          _______  _______

              Non-accrual mortgage loans                  $   455  $     0
              Non-accrual other loans                          40        0
                                                          _______  _______

              Total non-accrual loans                         495        0

              Loans 90 days or more delinquent,
                and still accruing                            675      446
                                                          _______  _______

              Total non-performing loans                    1,170      446

              Total foreclosed real estate, net of
                related allowance for losses                  558        0
                                                          _______  _______

              Total non-performing assets                 $ 1,728  $   446
                                                          =======  =======

              Troubled debt restructured                  $   864  $    39
                                                          =======  =======

              Non-performing loans to total loans           1.40%     .48%
      
              Total non-performing assets to total assets   1.38%     .34%

          2.  There were no loan concentrations in excess of 10% of total
              loans at June 30, 1997.

          3.  There were no outstanding foreign loans at June 30, 1997.

          4.  Loans classified for regulatory purposes or for internal 
              credit review purposes that have not been disclosed in the
              above table do not represent or result from trends or 
              uncertainties that management expects will materially impact
              the financial condition of the Company or its subsidiary 
              bank, or their future operating results, liquidity, or 
              capital resources.

          5.  If all nonaccrual loans have been current throughout their 
              terms, interest income 1997 and 1996 would have been 
              increased/(decreased) by approximately $6 and $0,
              respectively.

          6.  Management stringently monitors assets that are classified
              as non-performing.  Non-performing assets include nonaccrual
              loans, loans past due 90 days or more, and foreclosed 
              properties.  Management places loans on a nonaccrual status
              when it is determined that the borrower is unable to meet
              his contractual obligations or when interest or principal is
              90 days or more past due, unless the loan is adequately 
              secured by way of collateralization, guarantees, or other
              security.

          7.  At June 30, 1997, management was not aware of any potential
              problem loans not previously disclosed.

      D.  Other interest-bearing assets:

          There were no other interest-bearing non-performing assets at 
          June 30, 1997.


 IV.  Summary of Loan Loss Experience

      A.  Allowance for Loan Losses:

          The allowance for loan losses is established through a provision
          for loan losses based on management's periodic evaluation of the
          adequacy of the allowance for loan losses.  Such evaluation, 
          which includes a review of all loans on which full collectibility
          may not be reasonably assured, considers among other matters 
          known and inherent risk in the portfolio, prevailing market
          conditions, management's judgment as to collectibility, the 
          estimated net realizable value of the underlying collateral, 
          historical loan loss experience and other factors that warrant
          recognition in providing for an adequate loan loss allowance.

                                                               For the
                                                             Year Ended  
                                                               June 30
                                                           ______________
                                                            1996    1997
                                                           ______  ______   
   
                                                           (In Thousands)

          Balance at beginning of period                   $  705  $  666
          Provision (benefits) for loan losses                  0       0
          Charge-offs:
            Mortgage loans                                      0      46
            Other loans                                        44      51
          Recoveries:
            Mortgage loans                                      3       3
            Other loans                                         2       4
                                                           ______  ______   
   
           Balance at end of period                        $  666  $  576
                                                           ======  ======

          Ratio of net charge-offs during the period
            to average loans outstanding during the 
            period                                          0.50%   0.11%

          Ratio of allowance for loan losses to non-
            performing loans at the end of the period      56.92% 129.15%

          Ratio of allowance for loan losses to net 
            loans receivable at the end of the period       0.80%   0.62%

          Ratio of allowance for loan losses and fore-
            closed real estate to total non-performing
            assets at the end of the period                39.21% 129.15%


      B.  Allocation of the Allowance for Loan Losses

                                       At June 30, 1996   At June 30, 1997
                                       ----------------   ----------------
                                               Percent            Percent
                                                  Of                 Of
                                               Loans to           Loans to
                                                Total              Total
                                       Amount   Loans     Amount   Loans
                                       ______  ________   ______  ________  
   
          At end of period allocated 
            to:
              One-to-four family       $  413    74.49%   $  305    71.99%
              Commercial real estate
                and multi-family          180    11.09%      197    10.38%
              Construction and land         0     3.22%        0     5.18%
              Consumer and other 
                loans                     112    11.20%       74    12.45%
                                       ______  ________   ______  ________

              Total allowance          $  705   100.00%   $  576   100.00%
                                       ======  ========   ======  ========

  V.  Deposits

      A.  Distribution of Deposit Accounts

          The following table sets forth the distribution of the Bank's 
          deposit accounts at the dates indicated and the weighted average 
          interest rates on each category of deposits presented.  The Bank
          does not have a significant amount of deposits from out-of-state. 

          Management does not believe that the use of year end balances
          instead of average balances resulted in any material difference
          in the information presented.

                                          At June 30,
                     ________________________________________________________
                                1995                         1996
                     ___________________________  ___________________________
                                        Weighted                     Weighted
                              Percent   Average            Percent   Average
                              Of Total  Nominal            Of Total  Nominal
                     Amount   Deposits    Rate    Amount   Deposits    Rate
                     _______  ________  ________  _______  ________  _______    
                                      (Dollars in thousands)
Transaction 
 accounts:
  Interest-bearing
   checking 
   accounts          $ 8,256     8.92%    2.33%   $10,383    10.47%    2.26%
  Money market
   accounts            6,325     6.83%    3.58%     6,057     6.11%    3.46%
  Non-interest-
   bearing checking
   accounts            2,641     2.85%    0.00%     2,851     2.88%    0.00%
                     _______  ________  ________  _______  ________  _______

Total transaction 
 accounts             17,222    18.60%    2.87%    19,291    19.46%    2.30%
Regular passbook
 accounts              5,951     6.43%    2.78%     6,330     6.38%    2.76%
                     _______  ________  ________  _______  ________  _______
Total transaction
 and passbook 
 accounts             23,173    25.03%    2.85%    25,621    25.84%    2.42%
                     _______  ________  ________  _______  ________  _______
Certificate 
 accounts:
  One-year 
   certificates
   and under          40,811    44.08%    5.13%    45,931    46.33%    5.21%
  Over one-year 
   thru three-year
   certificates       22,788    24.62%    5.53%    22,512    22.70%    5.80%
  Greater than 
   three-year
   certificates        5,804     6.27%    6.17%     5,084     5.13%    6.00%
                     _______  ________  ________  _______  ________  _______
    Total 
     certificate
     accounts         69,403    74.97%    5.35%    73,527    74.16%    5.44%
                     _______  ________  ________  _______  ________  _______

Total Deposits       $92,576   100.00%    4.64%   $99,148   100.00%    4.66%
                     =======  ========  ========  =======  ========  =======

                                                        At June 30,
                                               _____________________________
                                                            1997
                                               _____________________________
                                                                    Weighted
                                                          Percent   Average
                                                          Of Total  Nominal
                                                 Amount   Deposits    Rate 
                                               _________  ________  _______   
                                                   (Dollars in thousands)
Transaction 
 accounts:
  Interest-bearing
   checking                                       
   accounts                                     $  9,350     9.00%    2.07%
  Money market
   accounts                                        5,626     5.42%    3.57%
  Non-interest-
   bearing checking
   accounts                                        3,557     3.43%    0.00%
                                                ________  ________  _______

Total transaction 
 accounts                                         18,533    17.85%    2.13%
Regular passbook
 accounts                                          6,186     5.96%    2.84%
                                                ________  ________  _______
Total transaction
 and passbook 
 accounts                                         24,719    23.81%    2.31%
                                                ________  ________  _______
Certificate 
 accounts:
  One-year 
   certificates
   and under                                      44,204    42.58%    5.45%
  Over one-year 
   thru three-year
   certificates                                   29,132    28.07%    5.81%
  Greater than 
   three-year
   certificates                                    5,743     5.54%    6.29%
                                                ________  ________  _______
    Total 
     certificate
     accounts                                     79,079    76.19%    5.64%
                                                ________  ________  _______

   Total Deposits                               $103,798   100.00%    4.85%
                                                ========  ========  =======

      B.  Other categories
 
          None

      C.  Foreign deposits

          None

      D.  Time certificates of deposit of $100,000 or more and maturities
          at June 30, 1997:

                                                    3        6
                                           3     Through  Through   Over
                                        Months      6       12       12
                                Total   Or Less  Months   Months   Months
                               _______  _______  _______  _______  _______
                                              (In Thousands)
            Time certificates
             of deposit of
             $100,000 or more  $17,086  $ 3,659  $ 3,893  $ 5,837  $ 3,697 
                               =======  =======  =======  =======  =======

      E.  Foreign office time deposits of $100,000 or more:
    
            Not applicable.


 VI.  Return on Equity and Assets

      The following financial ratios are presented for analytical purposes:

                                                               June 30,
                                                           ________________
                                                             1996     1997
                                                           _______  _______ 
   
        Return on assets (net income divided by total
          average assets)                                    1.37%    1.16%

        Return on equity (net income divided by average
          equity)                                            6.89%    5.95%

        Dividend payout ratio (dividends per share 
          divided by net income per share)                 133.03%   51.55%
           
        Equity to asset ratio (average equity divided 
          by average total assets)                          19.93%   19.57%


 VII. Short-Term Borrowings

      The Company had no short-term borrowings in excess of 30% of stock-
      holder's equity for each of the periods reported.


VIII. Capital Adequacy Data of Subsidiary Bank:

                         
                                        At June 30, 1997
                      ____________________________________________________

                           Tangible           Core            Risk-Based
                           Capital           Capital           Capital   
                      ________________  ________________  ________________
                      Amount   Percent  Amount   Percent  Amount   Percent
                      _______  _______  _______  _______  _______  _______
                   
       First Federal  $20,548   16.20%  $20,548   16.20%  $21,114   29.90%
       OTS Require-
         ment           1,904    1.50%    3,808    3.00%    5,655    8.00%
                      _______  _______  _______  _______  _______  _______

       Excess         $18,644   14.70%  $16,740   13.20%  $15,459   21.90%
                      =======  =======  =======  =======  =======  =======


      The OTS capital regulations require savings institutions to meet three
      capital standards:  a 1.5% tangible capital standard; a 3% leverage 
      (core capital) ratio; and an 8% risk-based capital standard.  Core
      capital is defined as common stockholders' equity (including retained
      earnings), noncumulative perpetual preferred stock and related 
      surplus, minority interest in equity accounts of consolidated
      subsidiaries less intangibles other than certain qualifying 
      supervisory intangible assets and certain purchased mortgage 
      servicing rights.  The OTS regulations also require that, in meeting
      the leverage ratio, tangible and risk-based capital standards 
      institutions must deduct investments in and loans to subsidiaries
      engaged in activities not permissible for a national bank.  The Bank
      currently has no subsidiaries engaged in such activities.  At June 30,
      1996 and 1997, the Bank exceeded each of its capital requirements.


 IX.  Interest Rate Sensitivity Analysis

      The matching of assets and liabilities may be analyzed by examining 
      the extent to which such assets and liabilities are "interest rate
      sensitive"  and by monitoring an institution's interest rate 
      sensitivity "gap."  An asset or liability is said to be interest rate
      sensitive within a specific time period if it will mature or reprice
      within that time period.  The interest rate sensitivity gap is defined
      as the difference between the amount of interest-earning assets
      anticipated, based upon certain assumptions, to mature or reprice 
      within a specific time period and the amount of interest-bearing
      liabilities anticipated, based upon certain assumptions, to mature or
      reprice within that time period.  A gap is considered positive when 
      the amount of interest rate sensitive assets exceeds the amount of 
      interest rate sensitive liabilities.  A gap is considered negative 
      when the amount of interest rate sensitive liabilities exceeds the 
      amount of interest rate sensitive assets.  Generally, during a period
      of rising interest rates, a negative gap would adversely affect net
      interest income while a positive gap would result in an increase in 
      net interest income, while conversely during a period of falling 
      interest rates, a negative gap would result in an increase in net
      interest income and a positive gap would negatively affect net 
      interest income.

      Over the years the Bank has taken steps to reduce or control its gap 
      by emphasizing adjustable-rate loans, originating conforming fixed-
      rate loans for sale, and maintaining investments with shorter terms 
      to maturity.  At June 30, 1997, total interest-bearing liabilities 
      maturing or repricing within one year exceeded total interest-earning
      assets maturing or repricing in the same time period by $11.3 million
      representing a negative cumulative one-year gap ratio of (8.61%). 
      Thus, during periods of rising interest rates, it is expected that 
      the cost of the Bank's interest-bearing liabilities would rise more  
      quickly than the yield on its interest-earning assets, which would
      adversely affect net interest income.  In periods of falling interest
      rates, the opposite effect on net interest income is expected.  In
      periods of substantial interest rate declines, the Bank could 
      experience increased prepayments of its mortgage loans which may 
      result in the reinvestment of such proceeds at market rates which are
      lower than current rates.  During 1996 the market dictated that
      adjustable rate mortgages carry a longer initial time period before 
      the loan can reprice; thus, resulting in assets repricing much slower
      than in earlier years.  However, during 1997 the market dictated that
      adjustable rate mortgages carry a shorter initial time period before
      the loan can reprice, which resulted in these assets repricing faster
      than the year before, thus decreasing the 1 year interest sensitivity
      gap. 

      Management of the Bank believes that, given the level of capital of
      the Bank and the excess of interest-earning assets over interest-
      bearing liabilities, the increased net income resulting from a 
      mismatch in the maturity of its asset and liability portfolios 
      provides sufficient returns during periods of declining or stable 
      interest rates to justify the increased vulnerability to sudden and
      unexpected increases in interest rates.

      The following table sets forth the amounts of interest-earning assets
      and interest-bearing liabilities outstanding at June 30, 1997, which 
      are anticipated by the Bank, based upon certain assumptions, to 
      reprice or mature in each of the future time periods shown.  Except
      as stated below, the amount of assets and liabilities shown which 
      reprice or mature during a particular period were determined in
      accordance with the contractual terms of the assets or liability.  
      Loans that have adjustable interest rates are shown as being due in 
      the period during which the interest rates are next subject to change.

      Decay rates for deposits are assumed to indicate the annual rate at 
      which an interest-bearing liability will be withdrawn in favor of an
      account or other investment with a more favorable return.  Decay 
      rates have been assumed for regular passbook, NOW and other checking
      accounts, and money market accounts.  The decay rates assumed in this
      evaluation are as follows:

                                          Annual Decay Rate
                            _______________________________________________

                             Less                                    More
                             Than     1 to      3 to       5 to      Than
                            1 Year   3 Years   5 Years   10 Years  10 Years
                           ________  ________  ________  ________  ________

      Regular Passbook       17.00%    17.00%    16.00%    14.00%    14.00%
      NOW and Other 
        Checking             37.00%    32.00%    17.00%    17.00%    17.00%
      Money Market           79.00%    31.00%    31.00%    31.00%    31.00%

      The above prepayment and decay rates are those national assumptions
      published by the OTS as of December 31, 1992.  The assumptions used 
      at the dates indicated, although standardized, may not be indicative
      of actual prepayments and withdrawals experienced by the Bank.

      Certain shortcomings are inherent in the method of analysis presented
      in the foregoing table.  For example, although certain assets and
      liabilities may have similar maturities or periods to repricing, they
      may react in different degrees to changes in market interest rates. 
      Also, the interest rates on certain types of assets and liabilities 
      may fluctuate in advance of changes in market interest rates, while
      interest rates on other types may lag behind changes in market rates. 
      Additionally, certain assets, such as ARM loans, have features which
      restrict changes in interest rates on a short-term basis and over the
      life of the asset.  Further, in the event of a change in interest 
      rates, prepayment and early withdrawal levels would likely deviate
      significantly from those assumed in calculating the table.  Finally, 
      the ability of many borrowers to service their debt may decrease in 
      the event of an interest rate increase.

                                      At June 30, 1997
                  _______________________________________________________
                             More Than  More Than
                    Within   1 Year to  5 Years To  More Than
                    1 Year    5 Years    10 Years   10 Years     Total  
                  _________  _________  __________  _________  _________
                                      (In Thousands)

Interest-earning
 assets:
  Mortgage loans  $  40,716  $  16,478  $    9,965  $  14,561  $  81,720   
  Other loans         5,267      5,816         295        252     11,630
  Interest-
   bearing
   deposits           5,059          0           0          0      5,059
  Mortgage-backed 
   and related
   securities         2,691      1,845       1,784        948      7,268
  Investment 
   securities         5,371     12,436           0      1,007     18,814      
  FHLB stock              0          0           0        802        802 
                  _________  _________  __________  _________  _________
Total interest-
 earning assets      59,104     36,575      12,044     17,570    125,293
                  _________  _________  __________  _________  _________
Less:
 Unearned 
  discount and
  deferred fees         (12)        (2)          0          0        (14)
                  _________  _________  __________  _________  _________
Net interest-
 earning assets      59,092     36,573      12,044     17,570    125,279
                  _________  _________  __________  _________  _________
Interest-bearing
 liabilities:
  Passbook 
   accounts           1,052      2,638       1,321      1,175      6,186
  NOW accounts        3,460      4,014       1,137        739      9,350
  Money market
   accounts           4,445        913         226         42      5,626
  Certificate
   accounts          61,395     17,683           1          0     79,079
                  _________  _________  __________  _________  _________
 Total interest-
  bearing 
  liabilities        70,352     25,248       2,685      1,956    100,241
                  _________  _________  __________  _________  _________
Interest
 sensitivity gap  $ (11,260) $  11,325  $    9,359  $  15,614  $  25,038
                  =========  =========  ==========  =========  =========

Cumulative 
 interest 
 sensitivity gap  $ (11,260) $      65  $    9,424  $  25,038
                  =========  =========  ==========  =========

Cumulative 
 interest 
 sensitivity gap
 as a percentage
 of total assets     (8.61%)      .05%       7.21%     19.15%

Cumulative net
 interest-earning
 assets as a 
 percentage of
 cumulative 
 interest-
 sensitive
 liabilities         83.99%    100.07%     109.59%    124.98%


ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS

The information contained on Pages 2 - 6 of the Company's 1997 annual
report to shareholders is incorporated herein by reference in response 
to this item and included in this report as Exhibit 13.c.


ITEM 8 - FINANCIAL STATEMENTS

The consolidated financial statements of the Company, together with
the report of T. E. Lott & Company, independent accountants, are set
forth on Pages 7 - 37 of the Company's 1997 annual report to shareholders
which is incorporated herein by reference and included in this report as
Exhibit 13.d.


ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

For the year ended June 30, 1997, the Company and its subsidiary bank
had no changes in or disagreements with its accountants concerning
accounting and financial disclosures.



                                   PART III


ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Reference is made to the captions "Security Ownership of Certain
Beneficial Owners" and "Filing of Beneficial Ownership Reports" on Page
2 and "Information with Respect to Nominees, Continuing Directors and
Executive Officers" Page 4 of the Company's proxy statement which is
incorporated herein by reference.


ITEM 11 - EXECUTIVE COMPENSATION

Reference is made to the captions "Directors' Compensation" and "Summary
Compensation Table" Pages 5 - 7 of the Company's proxy statement which
is incorporated herein by reference.


ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Reference is made to the captions "Security Ownership of Certain
Beneficial Owners" Page 2 and "Information with Respect to Nominees,
Continuing Directors and Executive Officers" Page 4 of the Company's
proxy statement which is incorporated herein by reference.


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Reference is made to the caption "Transactions with Certain Related
Persons" Pages 7 - 9 of the Company's proxy statement which is
incorporated herein by reference.



                                   PART IV


ITEM 14 - EXHIBITS AND REPORTS ON FORM 8-K

A)  Documents filed as part of this report:

    1.  The consolidated financial statements of FFBS Bancorp, Inc., as
        of June 30, 1996 and 1997, together with the report of T. E. 
        Lott & Company, independent certified public accountants, dated
        July 18, 1997, appearing on Pages 7 - 37 of the 1997 Company's
        annual report, together with the "Five Year Summary of 
        Operations" on Pages 5 - 6 of the annual report to shareholders
        are attached as Exhibit 13.d. to this Form 10KSB Annual Report.

    2.  Financial Statement Schedules

        Schedules not included have been omitted because they are not
        applicable or the required information is shown in the financial
        statements or notes thereto.

    3.  Exhibits:

        1. - 2.  None.

           3.    Articles of Incorporation and By-Laws (Reference is
                 made to Exhibits 3.1, 3.2 and 3.3 of the Company's
                 registration statement on Form S-1 filed on March 30,
                 1993, with the Securities and Exchange Commission - No.
                 33-60308).

        4. - 12. None.

          13.    Annual report to shareholders - deemed filed herewith
                 only to the extent it is incorporated elsewhere herein.

          13.a.  Market for company's common stock - Page 4 of the 
                 annual report to stockholders.

          13.b.  Selected financial data - Pages 5 - 6 of the annual report 
                 to stockholders.  

          13.c.  Management's discussion and analysis of financial
                 condition and results of operations - Pages 2 - 4 of the
                 annual report to stockholders.

          13.d.  Consolidated financial statements - Pages 7 - 37 of the
                 annual report to stockholders.
 
          14.    Earnings per share - Reference is made to Note R of the 
                 consolidated financial statement which is incorporated
                 herein by reference.

       15. - 21. None.

          22.    Subsidiaries of Company (IV-2).

       23. - 26. None.

          27.    Financial Data Schedule.

       28. - 29. None.

B)  No reports on Form 8-K were filed during the quarter ended June 30, 
    1997.




                               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.



                           FFBS BANCORP, INC.
                              (Registrant)


                    By  _________________________________
                        E. Frank Griffin, III
                        President and Chief Executive 
                          Officer


                    By  _________________________________ 
                        Sherry L. Boyd
                        Vice President - Controller
                        (Chief Financial and Accounting 
                          Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacity and on the dates indicated.



________________________________       ______________________________
            (Director)                            (Director)



________________________________       
            (Director)                            



Date: