UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.   20549
                                        
                                   FORM 10-KSB

(Mark One)

(X)  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 [FEE REQUIRED]

   For the fiscal year ended December 31, 1998

   Commission file number 000-21658

                             MINDEN BANCSHARES, INC.
                 (name of small business issuer in its charter)
                                        
                                    LOUISIANA
         (State or other jurisdiction of incorporation or organization)
                                        
                                   72-0980704
                      (I.R.S. Employer Identification No.)
                                        
                   401 Main Street, Minden, Louisiana   71055
               (Address of principal executive offices- Zip code)
                                        
                                 (318) 377-4283
                            Issuer's telephone number
                                        
         Securities registered under Section 12(b) of the Exchange Act:
                                        
                                      None
                              (Title of each class)
                                        
                                      None
                    Name of each exchange on which registered
                                        
         Securities registered under Section 12(g) of the Exchange Act:
                                        
                          Common Stock, $2.50 par value
                                (Title of Class)
                                        
                                Page 1 of 48 Pages
                             Exhibit Index on Page 41

    Check  whether  the issuer (1) filed all reports required  to  be  filed  by
Section  13 or 15(d) of the Exchange Act during the past 12 months (or for  such
shorter  period that the registrant was required to file such reports), and  (2)
has been subject to such filing requirements for the past 90 days.  
                                                              Yes [ X ]  No [  ]

    Check  if  disclosure  of  delinquent filers in  response  to  item  405  of
Regulation  S-B  is  not  contained in this form,  and  no  disclosure  will  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.  [  ]

  Issuers' revenues for its most recent fiscal year:  $24,598,000.

    State  the  aggregate market value of the voting stock held by nonaffiliates
computed  by reference to price at which the stock was sold, or the average  bid
and  asked prices of such stock as of a specified date within the past 60  days:
As of March 9, 1999 - $28,037,000.

    State  the number of shares outstanding of each of the issuer's classes,  of
common  equity, as of the latest practical date:  As of March 9, 1999 - 280,583
shares Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                        
    Portions of the registrant's definitive proxy statement, which will be filed
within 120 days of the end of the registrant's fiscal year, are incorporated  by
reference into Part III of this Report.

Transitional Small Business Disclosure Form (check one):  Yes [   ]  No [ X ]

                                   FORM 10-KSB
                                        
                                      INDEX

PART I                                                               Page

Item 1.   Business                                                     4
Item 2.   Properties                                                  16
Item 3.   Legal Proceedings                                          None
Item 4.   Submission of Matters to a Vote of Security Holders        None

PART II

Item 5.   Market for Registrant's Common Equity and Related           17
              Stockholder Matters                                     
Item 6.   Management's discussion and Analysis of Financial
               Condition and Results of Operations                    17
Item 7.   Financial Statements                                        24
Item 8.   Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosures                  None

PART III

Item 9.   Directors and Executive Officers of the Registrant          41
Item 10.  Executive Compensation                                      41
Item 11.  Security Ownership of Certain Beneficial Owners and
                Management                                            41
Item 12.  Certain Relationships and Related Transactions              41

PART IV

Item 13.  Exhibits and Reports on Form 8-K                            42

Signatures                                                            43

                             MINDEN BANCSHARES, INC.
                                   FORM 10-KSB
                                     PART I
                                        
ITEM 1.   BUSINESS

GENERAL

      Minden Bancshares, Inc. ("Minden Bancshares"), a business organized  under
the  laws  of Louisiana and a registered bank holding company under the  Federal
Bank  Holding Company Act of 1956 was organized in 1983 to acquire  all  of  the
stock   of  Minden  Bank  &  Trust  Company  ("Minden  Bank")  pursuant   to   a
reorganization that was consummated on January 21, 1985.

     The principal asset of Minden Bancshares is all of the outstanding stock of
Minden  Bank,  all of which is owned by Minden Bancshares.  As of  December  31,
1998,  Minden  Bancshares  had,  on  a  consolidated  basis,  total  assets   of
$328,375,000, total deposits of $280,371,000 and total stockholders'  equity  of
$36,114,000.   The  principal executive offices of  Minden  Bancshares  and  its
wholly  owned  subsidiary  are  located at 401 Main  Street,  Minden,  Louisiana
71055.

      At  December 31, 1998, Minden Bancshares' wholly owned subsidiary,  Minden
Bank, had 97 full time and 11 part time employees.

      Minden  Bancshares and its subsidiary, Minden Bank, derive  all  of  their
income  from  banking and bank-related services.  The holding company  structure
serves  as  a mechanism to enhance Minden Bank's ability to meet its  customer's
requirements  for financial services and provides flexibility for  expansion  of
Minden Bancshares' banking business.

SUBSIDIARY ENTITY

     Minden Bank is a state-chartered bank organized under the laws of Louisiana
and  is a member of the Federal Reserve System.  Through its three locations  in
Minden,  its  branch location in Sarepta, Louisiana and its  three  branches  in
Shreveport,  Louisiana , (See "ITEM 2 PROPERTIES" for descriptions) Minden  Bank
conducts  a  general  banking and trust business.  It is  a  full  service  bank
offering (i) retail banking services, such as demand, savings and time deposits,
money  market  checking,  lending, safe deposit boxes, money  orders,  travelers
checks  and six ATM locations, (ii) commercial account services which  include,
in  addition  to  above, commercial lending, stand-by letters  of  credit,  wire
transfers, and night depository services.

      Minden  Bank's  deposit base is such that the loss of one depositor  or  a
group  of  depositors would not have a materially adverse effect on its business
and earnings.  Also, the loan portfolio is also diversified so that one industry
or  group of related industries does not comprise a material portion of the loan
portfolio.  Minden Bank's business is not seasonal.

      At  December  31,  1998,  Minden Bank had total  assets  and  deposits  of
$328,375,000 and $280,424,000 respectively.
                         
ACQUISITIONS
                                          
      On May 21, 1997, Minden Bank acquired First Federal Savings Bank (FFSB)
in Shreveport, Louisiana, described under "ITEM 2. PROPERTIES," merged it into 
Minden Bank and began operating the location as its Youree Drive Branch.   
Minden Bank acquired assets of $35,289,000 and liabilities of $31,750,000. 
Minden Bank paid $5,411,200 cash for all of the outstanding stock of FFSB and 
accounted for the acquisition under the purchase method.  The purchase price  
was $1,872,000 in excess of FFSB book value and was recorded as goodwill. 

COMPETITION

      Minden  Bancshares is the largest bank holding company and Minden Bank  is
the  largest  bank  headquartered and located in Webster  Parish.   Through  its
banking  subsidiary, Minden Bancshares services customers in Webster, Caddo  and
surrounding parishes.  The Shreveport acquisitions discussed above are Minden
Bank's only facilities located outside Webster Parish.

      Banking in the market area served by Minden Bank is highly competitive.
Competition is provided by other financial holding companies and institutions
located in Webster parish and throughout the State of Louisiana.  In early 1998,
Hibernia Corporation, headquartered in New Orleans, Louisiana, with statewide 
operations in Louisiana and portions of Texas through its banking subsidiary, 
Hibernia National Bank, and Peoples  Holding Corporation, headquartered in 
Minden, Louisiana, with operations in  Webster, Bossier and Claiborne Parishes 
through its subsidiary bank, Peoples Bank & Trust Company, announced the 
acquisition of Peoples Holding Corporation by Hibernia Corporation.  The 
acquisition was completed in November, 1998.  Peoples Holding Corporation had  
consolidated assets of $228 million at December 31, 1997 and has been Minden 
Bank's main source of competition in the Minden, Louisiana area for many years.
Minden Bancshares and its banking subsidiary, Minden Bank, not only compete with
other bank holding companies and banks, but with savings and loan associations, 
insurance companies, finance companies, credit unions, pension trusts, and other
institutions that provide investment services to the public.  Minden Bank 
anticipates intense competition from the established local, state, regional, and
national banks and bank holding companies.

SUPERVISION AND REGULATION

     General

      Minden  Bancshares  is  a  registered  bank  holding  company  subject  to
regulation  by  the FRB under the BHCA.  Minden Bancshares is required  to  file
financial  information  with the FRB periodically and  is  subject  to  periodic
examination by the FRB.  The BHCA requires FRB approval for bank acquisitions by
bank  holding companies and regulates the activities of bank holding  companies.
Minden  Bancshares  is  also subject to regulation by  the  OFI  and  must  file
periodic  information  with that state agency.  The OFI also  conducts  periodic
examination of Minden Bancshares.

      Minden  Bank  is a member of the Federal Reserve System and  as  such,  is
subject to the supervision of and is regularly examined by the FRB and the  OFI.
The  FRB  and  OFI  approve  all  acquisitions or establishments  of  additional
branches along with the closing of any existing branches.  Minden Bank  is  also
subject to supervision of and may be examined by the FDIC.

     Recent Legislation

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

     Monetary Policies

      The  results of operation of Minden Bancshares and its banking  subsidiary
are  affected  by  the credit policies of monetary authorities particularly  the
Board  of  Governors of the Federal Reserve System.  The instruments of monetary
policy  employed by the Federal Reserve Board include open market operations  in
United States Government Securities, changes in the discount rate on member bank
borrowings and changes in reserve requirements against member bank deposits.  In
view of changing conditions in the national economy and in the money markets, as
well  as the effective action by monetary and fiscal authorities, including  the
Federal  Reserve System, no prediction can be made as to possible future changes
in  interest rates, deposit levels, loan demand or the business and earnings  of
Minden Bancshares and its banking subsidiary.

     FDIC Insurance Assessments

      Minden  Bank is subject to FDIC insurance assessments.  Effective  May  1,
1995,  the  FDIC  revised the BIF assessment rates from 0.23% to  0.4%  for  the
healthiest banks while retaining 0.31% for the weakest banks when the BIF became
fully  funded.   The BIF rate schedule  was reduced  to 0.0% for  the healthiest
banks  to  0.27%  for  the  weakest  banks  effective  January  1, 1996.    SAIF
assessment  rates were 0.23% for the healthiest banks to 0.31% for  the  weakest
banks  until October 1, 1996, whereby provisions of the Deposits Insurance Funds
Act  of  1996  (Funds ) reduced the rates to 0.0% for the healthiest  banks  and
0.27%  of weakest Oakar SAIF banks.  Also, effective October 1, 1996, under  the
Funds  Act, a one time assessment was made on all SAIF insured institutions  and
all BIF insured banks with Oakar deposits to fully fund the SAIF.  The Funds Act
also  provided for separate assessments under BIF and SAIF effective January  1,
1997, for FICO bond servicing.  The FICO assessments under BIF and SAIF were at
the quarterly rates of 0.00311% and 0.01555%, respectively in the first half of
1998 and at the quarterly rates of 0.00305% and 0.01525%, respectively in the
second half of 1998.  Minden Bank had $35,834,110 of SAIF deposits in the first
half of 1998 and $36,550,792 and 37,647,315, respectively of SAIF deposits in
the 1998 third and fourth quarters.  Minden Bank's Oakar deposits insured under 
the SAIF are the result of the acquisition in 1994 of the Minden branch of the 
failed Oak Tree Federal Savings Bank and the 1997 acquisition of FFSB.

     Selected Statistical Information

                             SELECTED FINANCIAL DATA
                                        
    The following selected financial data is not covered by the auditor's report
and should be read in conjunction with "Management's Discussion and Analysis  of
Financial Condition and Results of Operation" which are included later.

                                            Years Ended December 31,
                                            ------------------------
                                     1998     1997     1996     1995     1994 
                                     ----     ----     ----     ----     ----
                                 (Dollars in thousands, except per share data)
Operations:
Interest Income                   $21,906   20,028   17,255   15,015   11,100   
Interest Expense                    9,716    8,750    7,420    6,301    4,213  
                                  -------   ------   ------   ------   ------
Net Interest Income                12,190   11,278    9,835    8,714    6,887  
Provision for Loan Losses               -        -        -        -        -
                                  -------   ------   ------   ------   ------
Net Interest Income After
 Provision for Loan Losses         12,190   11,278    9,835    8,714    6,887   
Noninterest Income                  2,692    2,465    2,208    1,804    1,128  
Noninterest Expense                 6,575    6,278    5,359    5,233    3,740  
                                  -------   ------   ------   ------   ------
Income Before Taxes                 8,307    7,465    6,684    5,285    4,275  
Income Tax Expense                  2,603    2,384    2,073    1,617    1,336  
                                  -------   ------   ------   ------   ------
Net Income                        $ 5,704    5,081    4,611    3,668    2,939   
                                  =======   ======   ======   ======   ======
Per Share:
Earnings Per Share               $  20.33    18.11    16.43    13.07    10.43  
Book Value at End of Period<F1>    128.71   112.96    98.15    85.55    67.74   
Cash Dividends                       5.00     4.00     3.25     2.75     2.25 
Total Shares Outstanding                               
     (thousands)                      281      281      281      281      281 
                                                       
Balances at End of Period:                             
Investment Securities            $150,628  124,916  105,231   88,525   90,057 
Loans, net of unearned interest   140,320  136,889  115,346   99,381   66,225 
Allowance for Possible                                 
     Loan Losses                    3,392    3,603    3,306    3,387    3,395 
Total Assets                      328,375  292,078  250,032  227,011  172,565  
Deposits                          280,371  248,183  215,996  196,096  145,264  
Stockholders' Equity               36,114   31,686   27,536   24,009   19,021   


Average Balances:
Total Average Assets              307,515  277,084  241,234  210,199  169,353  
Total Average Shareholders'
    Equity                         34,423   29,852   25,867   21,998   19,380   
                                                       
Ratios:
Return on Average Assets            1.85%    1.83%    1.91%    1.75%    1.74% 
Return on Average Equity           16.57%   17.02%   17.83%   16.67%   15.17% 
Average Stockholders' Equity
     to Average Assets             11.19%   10.77%   10.72%   10.47%   11.44% 



<F1> These amounts reflect unrealized gains and losses on available for sale
securities in the stockholders' equity section of the balance sheet, required
upon the adoption of FASB 115 in 1994. The book value per share at the end of
1998, 1997, 1996, 1995 and 1994 without including the unrealized gains and 
losses on available for sale securities would have been $127.32, $112.00,
$97.88, $84.69 and $74.37, respectively.

<TABLE>                            
<CAPTION>
                                   SELECTED STATISTICAL INFORMATION

                       CONSOLIDATED AVERAGE BALANCES, INTEREST INCOME/EXPENSE,
                       YIELDS/RATES, VOLUME AND RATE/VOLUME VARIANCE ANALYSIS
                           
                                        TAXABLE EQUIVALENT BASIS
                                        ------------------------
                                              (in thousands)
                                                              YEARS ENDED DECEMBER 31,
                                                              ------------------------
                                                          1998                        1997
                                              --------------------------   -------------------------
                                               Average   Income/  Yield/   Average   Income/  Yield/
                                               Balance   Expense  Rate     Balance   Expense  Rate
                                              --------   ------  ------    -------   -------  ------
<S>                                           <C>        <C>      <C>      <C>       <C>      <C>
ASSETS
Earning Assets:
  Loans, net of
    unearned income <F2>                      $141,042    13,432   9.52%    128,612   12,353   9.60%
  Investment Securities:
    Taxable (available for sale)               101,849     6,110   6.00%     92,517    5,643   6.10%
    Nontaxable (held to maturity)               17,554     1,232   7.02%     14,964    1,062   7.10%
                                              --------    ------            -------   ------
      Total investment securities              119,403     7,342   6.15%    107,481    6,705   6.24%
  Federal funds sold                            21,197     1,112   5.25%     18,771    1,018   5.42%
  Interest-bearing balances with 
    other banks                                  6,854       365   5.33%      5,279      247   4.68%
                                              --------    ------            -------   ------
      Total earning assets                     288,496    22,251   7.71%    260,143   20,323   7.81%
Allowance for loan losses                       (3,562)                      (3,509)       
Unrealized gain (loss) on available
  for sale securities                              728                          108         
Cash and due from banks                         11,150                       10,660   
Other assets                                    10,703                        9,682   
                                              --------                      -------
Total Assets                                  $307,515                      277,084 
                                              ========                      =======

Liabilities and Stockholders' Equity
Interest-bearing liabilities:
  Deposits:
    Demand                                    $ 27,701       690   2.49%     26,097      645   2.47%
    Savings                                     58,836     1,817   3.09%     53,413    1,636   3.06%
    Certificates of deposit less 
      than $100,000 and other time 
      deposits                                  99,371     5,183   5.22%     91,075    4,752   5.22%
    Certificates of deposit of 
      $100,000 or more                          29,179     1,510   5.17%     25,966    1,386   5.34%
                                              --------    ------            -------   ------
      Total interest-bearing 
        deposits                               215,087     9,200   4.28%    196,551    8,419   4.28%
Securities sold under agreements to 
  repurchase                                    10,833       516   4.76%      7,589      324   4.27%
Notes payable                                        -         -     - %         72        7   8.75%
                                              --------    ------            -------   ------
      Total interest-bearing 
        liabilities                            225,920     9,716   4.30%    204,212    8,750   4.28%
Noninterest-bearing demand deposits             45,215                       41,137
Other liabilities                                1,957                        1,883
Stockholders' equity                            34,423                       29,852
                                              --------                      -------
       Total liabilities and 
         stockholders' equity                 $307,515                      277,084
                                              ========                      =======

Net interest income/net interest spread                   12,535   3.41              11,573   3.53%
                                                                  =====                        =====

Net yield on earning assets                                        4.34%                       4.45%
                                                                  =====                       =====

Taxable equivalent adjustment:
  Nontaxable (held to maturity)
   investment securities                                     345                         295
                                                          ------                      ------  
Net interest income                                       12,190                      11,278
                                                          ======                      ======

<F2> Loans on nonaccrual status have been included in the computation of average
     balances.
</TABLE>

<TABLE>                                                
<CAPTION>
                                                SELECTED STATISTICAL INFORMATION

                                    CONSOLIDATED AVERAGE BALANCES, INTEREST INCOME/EXPENSE,
                                    YIELDS/RATES, VOLUME AND RATE/VOLUME VARIANCE ANALYSIS
                           
                                                     TAXABLE EQUIVALENT BASIS
                                                     ------------------------
                                                          (in thousands)
                                                                                              Variance Increase (Decrease)
                                                                         Interest                   Attributable To
                                                    Volume             Income/Expense      -----------------------------------
                                              Increase (Decrease)    Increase (Decrease)        1998               1997
                                            -----------------------  -------------------   ----------------   ----------------  
                                             1998-1997   1997-1996      1998    1997       Volume  Rate<F3>   Volume  Rate<F3>
                                             ---------   ---------      ----    ----       ------  --------   ------  --------
<S>                                           <C>         <C>         <C>     <C>         <C>       <C>      <C>       <C>
ASSETS
Earning Assets:
  Loans, net of
    unearned income                           $12,430      20,263      1,079   1,781       1,193     (114)    1,978     (197)
  Investment Securities:                    
    Taxable (available for sale)                9,332      11,893        467     870         569     (102)      704      166
    Nontaxable (held to maturity)               2,590         329        170      29         184      (14)       23        6 
                                             --------    --------     ------  ------      ------  -------    ------  -------
      Total investment securities              11,922      12,222        637     899         753     (116)      727      172
  Federal funds sold                            2,426      (1,616)        94     (51)        131      (37)      (85)      34 
  Interest-bearing balances with other banks    1,575       3,392        118     150          74       44       174      (24) 
                                             --------    --------     ------  ------      ------  -------    ------  -------
      Total earning assets                     28,353      34,261      1,928   2,779       2,151     (223)    2,794      (15) 
                                             --------    --------     ------  ------      ------  -------    ------  -------
Allowance for loan losses                      
Unrealized gain (loss) on available                                      
  for sale securities                              
Cash and due from banks                        
Other assets                              
Total Assets                              
                                          
LIABILITIES AND STOCKHOLDERS' EQUITY                                       
Interest-bearing liabilities:                                              
  Deposits:                                                                 
    Demand                                    $ 1,604       1,781         45      41          40        5        44       (3) 
    Savings                                     5,423       3,611        181     114         166       15       111        3
    Certificates of deposit                                  
      less than $100,000                                     
      and other time deposits                   8,296      15,690        431     829         430        1       816       13
    Certificates of deposit                    
      of $100,000 or more                       3,213       5,524        124     309         172      (48)      291       18 
                                             --------    --------     ------  ------      ------  -------    ------  -------
      Total interest-bearing deposits          18,536      26,606        781   1,293         808      (27)    1,262       31
    Securities sold under agreements                    
      to repurchase                             3,244       1,289        192      45         139       53        57      (12)
    Notes payable                                 (72)        (90)        (7)     (8)         (7)       0        (8)       0 
                                             --------    --------     ------  ------      ------  -------    ------  -------
      Total interest-bearing liabilities       21,708      27,805        966   1,330         940       26     1,311       19
                                             --------    --------     ------  ------      ------  -------    ------  -------
Noninterest-bearing demand deposits          
Other liabilities                            
Stockholders' equity                         
      Total liabilities and 
        stockholders' equity                
Net increase in net earning assets            $ 6,645       6,456        962   1,449       1,211     (249)    1,483      (34)
                                            =========   =========     ======  ======      ======  =======   =======  =======
Net yield on earning assets                   
                                              
Taxable equivalent adjustment:                
  Nontaxable (held to maturity)                
    investment securities                       
Net interest income                           

<F3> The change in interest due to both rate and volume has been allocated
     to the rate componet.
</TABLE>
                          
                          INVESTMENT SECURITIES PORTFOLIO
                          -------------------------------
      
     The carrying amounts of investment securities held  by Minden  Bank  &
Trust Company ("Minden Bank"),  the  wholly owned banking subsidiary of Minden
Bancshares, Inc. ("Minden Bancshares")  at  the  dates  indicated  are
summarized  as follows (in thousands):
                                          
                                                      December 31,
                                               1998       1997       1996
                                           ----------  ---------  ---------
Held to Maturity:
 State and Political Subdivisions           $ 18,191     16,502     14,784
                                           ----------  ---------  ---------
Available for Sale:
 U.S. Treasury and Agency                    131,848    108,005     90,334
 Federal Reserve Bank Stock                    1,533      1,400      1,205
                                           ----------  ---------  ----------
                                             133,381    109,405     91,539
 Unrealized Gains (losses)                       589        409        113
                                           ----------  ---------  ----------
      Total Available for Sale Securities    133,970    109,814     91,652  
                                           ----------  ---------  ----------
Total Investment Securities                $ 152,161    126,316    106,436
                                           ==========  =========  ==========


     Minden  Bank  did not own an aggregate book  value  of securities  in any
one issuer that exceeded  10%  of  total  equity  capital.


     The following table shows maturities of investment securities (in thou-
sands) at amortized cost held  by  Minden Bank at December 31, 1998 together 
with the weighted average yields:

<TABLE>
<CAPTION>
                           U.S.    Weighted   State and   Weighted                 Weighted
                       Government   Average   Political    Average       Other      Average 
                       & Treasury    Yield  Subdivisions   Yield<F4>  Securities     Yield  
                       ----------  -------- ------------  --------    ----------    --------
<S>                    <C>          <C>        <C>         <C>          <C>         <C>
Due 1 year or less     $ 38,792      5.38%       1,257      6.74%        1,533       6.00%
Due after 1 year                                       
     through 5 years     65,687      5.78%       4,768      7.02%            _          _
Due after 5 years
     through 10 years    16,450      5.91        7,918      7.04%            _          _
Due after 10 years       10,919      5.83%       4,248      6.78%            _          _
                       ----------  --------  -----------  --------    ----------    --------   

Total                  $131,848      5.68%      18,191      6.96%        1,533       6.00%
                       ==========  ========  ===========  ========    ==========    ======== 

<F4>Computed on taxable equivalent basis.
</TABLE>

                                LOAN PORTFOLIO
                                --------------

     There are no foreign loans in Minden Bank's loan portfolio.  The amount of
loans  outstanding for the indicated years are shown in the  following table ac-
cording to type of loan (in thousands):

                                                                 December 31,
                                                              1998         1997
                                                             ------       ------
Commercial, financial and agricultural loans               $ 36,995       33,884
Construction loans secured by real estate                     4,868        3,298
Other loans secured by real estate                           72,390       75,021
Held for sale					                     1,275          480
Installment and single payment loans                         24,214       22,186
Other loans                                                     876        2,183
                                                            -------      -------
         Total Loans                                       $140,618      137,052

Less: Unearned income                                           298          163
      Reserve for possible loan losses                        3,392        3,603
                                                            -------      -------
         Net Loans                                         $136,928      133,286
                                                           ========      =======

     The following table presents maturities and interest rate sensitivity with
respect to selected loan  categories as of December 31, 1998.  Maturities, which
are presented in thousands, are based on remaining scheduled repayments of 
principal.

                                      Due       Over One
                                    One Year  Year Through    Over
    Loan Category                   or Less    Five Years  Five Years     Total
                                    --------   ----------  ----------    -------
Commercial, financial and
   agricultural                     $24,423      12,512          60      $36,995
Construction loans secured
   by real estate                     4,022         821          25        4,868
                                     ------      ------       -----       ------
Total                               $28,445      13,333          85      $41,863
                                    =======      ======       =====      =======
                                      
Loans due after one year:

   Having Predetermined Interest Rates                                   $11,456
   Having Floating Interest Rates                                          1,962
                                                                         -------
       Total                                                             $13,418
                                                                         =======
                        RISK ELEMENTS IN LOAN PORTFOLIO

     The following table sets forth the nonperforming assets at December 31, 
1998 and December 31, 1997 (in thousands). 
                                                     Years Ended December 31,
                                                       1998           1997
                                                      ------         ------
Nonaccrual (Impaired-Cash Basis) Loans                $   85         $  562    
Past-Due Loans                                           914            587     
Restructured Loans                                         0              0    
                                                      ------         ------

Total Non-performing Loans                               999          1,149     
Other Real Estate Loans                                  116            278     
                                                      ------         ------
Total Non-performing Assets                           $1,115         $1,427   
                                                      ======         ======

     In addition to the non-performing loans discussed above, management has 
identified other loans for which payments are current that are subject to poten-
tial future classification as nonperforming. As of December 31, 1998 there were
no loans which met this classification as compared to $71 thousand a year ago.

     Nonaccrual (impaired-cash basis) loans are those loans on which it appears 
that the collection of all principal and interest under the loan terms is un-
likely under either the projection of cash flows or values of underlying col-
lateral.  Once a determination has been made as to the projected amount which 
may be collected, any probable under collection is first applied to accrued 
interest by reversal against current year earnings with any further under col-
lection anticipated being reflected by a partial charge off of principal 
against the reserve for possible loans losses, leaving the anticipated col-
lectible portion as the loan balance which does not accrue interest until 
such time as it appears probable that the loan will be fully collectible as 
to principal and interest, at which time, it will be reinstated with the 
principal increase being recognized as recovery by crediting to reserve for 
possible loan losses and the accrued interest being recognized as interest 
income.  Collections on impaired loans upon which full collection of principal 
and accrued interest is unlikely, are first applied to the remaining principal, 
with any excess then being applied to the partially charged off principal by 
credit to the reserve for possible loan losses, with any additional collection 
then being recognized as interest income.  Nonaccrual (impaired-cash basis) 
loans amounted to 0.06% of total loans at December 31, 1998 and 0.41% of total 
loans at December 31, 1997.  Interest income on nonaccrual loans which would 
have been reported on an accrual basis amounted to approximately $29,000 for the
year ended December 31, 1998 and $68,000 for the year ended December 31, 1997.  
Interest income included cash basis interest of $123,000 in 1998 and $108,000
in 1997.  Cash basis interest provided increase of 1 basis point in the yield
on average loans for 1998 and 1997.  Interest income for 1998 and 1997 did not
include any interest on restructured loans.

     Management groups small homogenous loans - residential mortgage, consumer 
installment and small business loans of $20 thousand or less - collectively for 
evaluation due to the inability to obtain customer cash flow information to pro-
ject future collections.  Due to the inability to project future cash flows, all
of the nonaccrual (impaired) loans discussed are valuated based upon net realiz-
able value of underlying collateral.  Loans which become past due 90 days or 
more, unless due to seasonal fluctuations, are reviewed for impairment.

     Other real estate owned normally represents properties acquired as loan 
satisfactions which are recorded at the lower of the investment in the loan with
respect to which the assets were acquired, or the fair value of each property, 
with the initial write-downs charged to the reserve for loan losses.  Subsequent
write-downs of such properties are reflected as such on the income statement and
gains and losses on disposal are accordingly reflected on the income statement.

                        SUMMARY OF LOAN LOSS EXPERIENCE
                        -------------------------------

     The following table summarizes the balance in the allowance for loan 
losses of Minden Bank at the end of each period, changes in the allowance 
arising from charge-offs and recoveries by category and the provision charged to
expense for the fiscal years ended December 31, 1998 and December 31, 1997:
        
                                                        Years Ended December 31,
                                                          1998            1997
                                                          ----            ----
                                                         (Amounts are in 000's)
Balance at beginning of period                          $3,603           3,306 
  Charge-Offs-All Domestic                
    Commercial, financial & agricultural                    65              42
    Real Estate - construction                              24              87 
    Real Estate - mortgage                                  44              36 
    Installment loans to individuals                       343             150 
    Lease financing                                         -               -  
    Foreign                                                 -               -  
                                                        ------           -----
        Total                                              476             315 
                                                        ------           -----
  Recoveries-All Domestic
    Commercial, financial & agricultural                    -               -  
    Real Estate - construction                              -               -  
    Real Estate - mortgage                                 191             294 
    Installment loans to individuals                        74              65
    Lease financing                                         -               -  
    Foreign                                                 -               -  
                                                        ------           -----
        Total                                              265             359 
                                                        ------           -----
  Net charge-offs (recoveries)                             211             (44)
  Additions charged to operations                           -               -  
  Acquired in First Federal Savings Bank acquisition        -              253 
                                                        ------           -----
  Balance at end of period                              $3,392           3,603 
                                                        ======           =====
  Ratio of net charge-offs during the period
    to average loans outstanding during the period        0.15%          (0.03%)

     The reserve of Minden Bank is based upon management's analysis of the
portfolio and current and expected economic conditions. This analysis includes a
study of loss experience, internal loan reviews, a review of delinquencies, and 
an estimate of the possibility of loss in view of the risk characteristics of 
the portfolio. In addition, since 1989, management has attempted to maintain its
reserve in an amount equal to or greater than its nonperforming assets. This 
objective has been achieved with the reserve account being 2.41% and 2.63% of 
total loans at December 31, 1998 and 1997, respectively.

                ALLOCATION OF RESERVE FOR POSSIBLE LOAN LOSSES
                ----------------------------------------------
     Management has allocated the reserve for possible loan losses according to 
amounts deemed reasonably necessary to provide for possible losses within the 
categories of loans set forth in the table below. In determining the allocation,
management reviews loans monthly taking into consideration each borrower's abil-
ity to repay, repayment record, past credit history and underlying collateral 
values before classifying a loan to our watch list as (1) watch list, (2) sub-
standard, or (3) non-accrual. Specific reserves are allocated to the loans 
placed on the watch list based upon individual factors. All other loans are 
assigned a 2.5% loss factor except to the extent loans are not secured by cash 
or the government. Because the allocation is based on estimates and subjective 
judgment, it is not necessarily indicative of the special amounts or loan 
categories in which charge-offs may ultimately occur. The amount of the reserve 
applicable to each category and the percentage of loans in each category to 
loans are presented below.

                                              For the Years Ended December 31
                                                 1998                1997
                                           ----------------    ---------------
                                                     (amounts are in 000's)
                                                   % of                  % of
                                                   Loans in            Loans in
                                           Amount  Category    Amount  Category
                                           ------  --------    ------  --------
Commercial, financial                  
  and agricultural                         $  892     26%         901     25%  
Construction loans
  secured by real estate                      118      4%          72      2%
Other loans secured by
  real estate                               1,777     52%       1,982     55%
Installment and single payment                584     17%         576     16%
Foreign                                         -      -            -      -
Other                                          21      1%          72      2%
                                           ------    ----       -----    ----
Total                                      $3,392    100%       3,603    100%
                                           ======    ====       =====    ====

                        OTHER INTEREST-BEARING ASSETS
                        -----------------------------
     
     There were no other "nonperforming interest-bearing assets" held by Minden 
Bank at December 31, 1998 or 1997.

             DEPOSITS - AVERAGE BALANCES AND AVERAGE RATES PAID
             --------------------------------------------------
     
     The daily average amounts of deposits (in 000's) together with the rates 
paid on such deposits is presented below for the periods indicated:
                                                       
                                                       Years Ended December 31,
                                                          1998           1997
                                                       ---------      ---------
Noninterest-bearing demand deposits                    $ 45,215         41,137  
Rate Paid                                                     0%             0%
Interest-bearing demand deposits                       $ 27,701         26,097
Rate Paid                                                  2.49%          2.47%
Savings Deposits                                       $ 58,836         53,413
Rate Paid                                                  3.09%          3.06%
Time Deposits                                          $128,550        117,041
Rate Paid                                                  5.21%          5.24%
Total interest-bearing deposits                        $215,087        196,551
Total deposits                                         $260,302        237,688
Average Rate Paid                                          3.53%          3.54%


        MATURITIES SCHEDULE FOR TIME CERTIFICATES OF DEPOSITS OVER $100,000
        -------------------------------------------------------------------
     
     Maturity schedules for time certificates of deposit of more than $100,000 
are presented below (in 000's) for the dates indicated:
                                                        Year Ended 
                                                       December 31,    Average
                                                           1998          Rate
                                                       -----------     -------
3 months or less                                         $22,970         4.87%
Over 3 months through 12 months                            8,757         5.14%
Over 12 months                                             4,058         5.52%
                                                         -------        ------

Total outstanding                                        $35,785         5.01%
                                                         =======        ======
                        RETURN ON EQUITY AND ASSETS
                        ---------------------------

     The following table presents the net income, average assets, average 
equity, return on assets (net income divided by average assets), return on 
equity (net income divided by average equity) and equity to assets ratio 
(average equity divided by average assets) for the periods indicated:
                                                        
                                                        Years Ended December 31,
                                                          1998           1997
                                                        -----------  -----------
                                                            (amounts in 000's)
Net Income                                              $  5,704       $  5,081
Average Assets                                           307,515        277,084
Average Equity                                            34,423         29,852
Return on Average Assets                                    1.85%          1.83%
Return on Average Equity                                   16.57%         17.02%
Dividend Payment Ratio                                     24.59%         22.08%
Average Equity to Average               
   Assets Ratio                                            11.19%         10.77%

ITEM 2.   PROPERTIES

     Minden Bank has eight banking locations including the main office, which
are all owned by Minden Bank.

     The main office of Minden Bank is presently located in a two-story office
building at 401 Main Street, Minden, Louisiana.  The premises consist of
approximately 22,000 total square feet of office space, all of which is occupied
by Minden Bank.

     Minden Bank has two branches in the City of Minden.  They are located and
described as follows:

     1.   200 Homer Road.  The former Webster Bank main office consists of
          approximately 7,000 total square feet office space all of which is
          occupied by Minden Bank.
     
     2.   1316 Sibley Road.  The former Webster Bank branch consists of
          approximately 3,500 square feet of office space of which all is
          occupied by Minden Bank.
     
     Minden Bank also has a branch located on Louisiana Highway 371, Sarepta,
Louisiana 71071, which is approximately 25 miles northwest of the City of
Minden.  The premises in Sarepta consist of approximately 1,500 square feet of
office space of which all is occupied by Minden Bank.

     The four Shreveport branches are located and described as follows:

     1.   6250 Hearne Avenue.  This branch consists of approximately 3,400 total
          square feet of office space all of which is occupied by Minden Bank.
     
     2.   1633 North Market Street.  This branch consists of approximately 4,500
          total square feet of office space all of which is occupied by  Minden
          Bank.  Our commercial lending department for the  Shreveport area
          market is currently housed at the North Market branch.
     
     3.   3400 Line Avenue.  This branch consists of approximately 1,600 total
          square feet of office space all of which is occupied by Minden Bank.
     
     4.   6601 Youree Drive.  This branch consists of approximately 3,000 total
          square feet of office space all of which is occupied by Minden Bank.

                                     PART II
                                        
ITEM 5.   MARKET FOR MINDEN BANCSHARES' COMMON EQUITY 
          AND RELATED STOCKHOLDER MATTERS
                                        
     Minden Bancshares' Common Stock is not traded on any exchange and there is
no established public trading market.  The transfer of stock represents a
process between buyers and sellers and prices of stock are not always reported
to Minden Bancshares' management.  During the first quarter of 1997, there were
five transfers totaling 1,812 shares with one transfer of 312 shares reported
at price of $100.00.  During the second quarter of 1997, there were two trans-
fers totaling 2,235 shares for which no prices were reported.  During the third
quarter of 1997, there were three transfers totaling 4,062 shares with one
transfer of 120 shares reporting price of $120.00.  During the fourth quarter
of 1997, there were three transfers totaling 609 shares with one transfer of
369 shares reporting price of $102.98, one transfer of 120 shares reporting
price of $120.00 and one transfer of 120 shares reporting price of $125.00.
Minden Bancshares purchased into Treasury 38 shares from one shareholder for
$92.00 in the second quarter of 1997.  During the first quarter of 1998, there
was one transfer totaling 62 shares at reported price of $112.90.  During the
second quarter of 1998, there were two transfers totaling 3,405 shares, with 
only one transfer of 64 shares reporting price, that of $120.00.  During the
third quarter of 1998, there were two transfers, one for 43 shares at reported 
price of $110.00 and one for 15 shares at reported price of $106.00.  During 
the fourth quarter of 1998, there was one transfer of 236 shares at reported
price of $110.00.  In 1998, Minden Bancshares purchased into Treasury 16 
shares in the second quarter for $101.00 and 62 shares in the fourth quarter 
for $109.00.   
     
     Minden Bancshares declared and paid semi-annual dividends during 1998 and
1997 as listed.

                   1998    1997 
                  -----   -----
First half        $ .85   $ .75
Second half        4.15    3.25
                  -----   -----
   Totals         $5.00   $4.00
                  =====   =====

     Minden Bancshares  has paid  semi-annual  dividends  each  year  since its 
acquisition of Minden Bank in 1985 and  Minden Bank paid dividends for at least
twenty consecutive years prior to 1985.  It is the present intention of  Minden
Bancshares'  Board of Directors  to continue the  dividend  payments;  however, 
future dividends  must  necessarily  depend on earnings,  financial  condition, 
appropriate legal restrictions and other factors relevant at the time the Board
of Directors considers its dividend policy.

     At December 31, 1998, Minden Bancshares had approximately 461 shareholders
of record.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
          AND RESULTS OF OPERATIONS
     
     The following analysis should be read in conjunction with Minden 
Bancshares historical financial statements, notes and charts appearing elsewhere
herein.

                          FINANCIAL PERFORMANCE OVERVIEW
                          ------------------------------
                                        
     Two key measures of profitability used by the banking industry are return 
on average assets (ROA) and return on average equity (ROE). For the year ended 
December 31, 1998, Minden Bancshares ROA was 1.85% compared to 1.83% for the 
year ended December 31, 1997 and 1.91% for the year ended December 31, 1996. 
ROE, a measure of the effective use of shareholders' investment, was 16.57% in 
1998, compared to 17.02% in 1997 and 17.83% in 1996. Minden Bancshares' results 
for both ROE and ROA for the years 1998, 1997 and 1996 compare favorably to the 
ROA and ROE of banks of similar size.
     Another financial indicator used in the banking industry is net interest 
margin which is a measure that demonstrates the effectiveness of a bank in man-
aging the yield derived from earning assets. Net interest margin is the net 
yield which earnings from interest represent on total average earning assets. 
Key factors affecting net interest margin are the level of interest rates, the 
amount of noninterest-bearing funds supporting earning assets, net interest 
spread (which is defined as the difference between the annualized yield on 
average earning assets on a tax equivalent basis and the annualized rate on 
funds) and the level of earning assets which may be affected by nonaccrual and 
restructured loans.
     The following table sets forth the net interest margin and net interest 
spread on a tax equivalent basis for Minden Bancshares on a consolidated basis 
for the years ended December 31, 1998, 1997 and 1996:

                                                        Years Ended December 31,
                                                        ------------------------
                                                          1998    1997    1996
Net Interest Margin - Tax Equivalent                      4.34%   4.45%   4.48%
Net Interest Spread - Tax Equivalent                      3.41%   3.53%   3.56%
     
     The decrease in Minden Bank's net interest margin for the period ended 
December 31, 1998 is due to increased competition for loans and deposits with
loan rates being pressured lower while being required to pay proportionately 
higher rates to retain and increase deposits.  The decrease in Minden Bank's
net interest margin for the period ending December 31, 1997 was due to lower
net interest margin of FFSB being consolidated into Minden Bank and Minden
Bancshares. 

                                RESULTS OF OPERATIONS
                                ---------------------

     Minden Bancshares' net income increased in each of its last three years. 
Net income for Minden Bancshares was $5,704,000 for the year ended December 31, 
1998, an increase of $623,000 or 12.26% over net income of $5,081,000 in 1997 
which increased by $470,000 or 10.19% over net income for 1996. The increase in
1998 earnings ove 1997 by 12.26% was due to greater than anticipated growth for
1998 in which average total assets increased by $30,431,000 or 10.98%.  The
increase in 1997 net income of 10.19% over 1996 is attributable to the acqui-
sition of FFSB along with continued deposit growth.  
     The following is a comparison of per share earnings of Minden Bancshares 
for the years ended December 31, 1998, 1997 and 1996 which reflects the change 
in net income:
        
                                                    12 Months Ended December 31,
                                                       1998     1997     1996
                                                       -----    -----    -----
Earnings Per Share:                                   $20.33   $18.11   $16.43

                        NET INTEREST INCOME (TAX EQUIVALENT BASIS)
                        ------------------------------------------

     Net interest income, the difference between interest income and interest 
expense, is the prime component of Minden Bancshares' earnings.  In 1998, tax 
equivalent net interest income was $12,535,000, an increase of $962,000 or 8.31%
over 1997.  In 1998, tax equivalent net interest income was $12,535,000 on
average earning assets of $288,496,000 which represents a net interest margin
of 4.34% compared to 4.45% net interest margin on tax equivalent net interest
income of $11,573,000 on average earning assets of $260,143,000 in 1997.     
Interest income for 1998 increased by $1,928,000 or 9.49% over 1997 while 
interest expense increased by $966,000 or 11.04% over 1997.  
     In 1997, tax equivalent net interest income was $11,573,000 on average
earning assets of $260,143,000 which represents a net interest margin of 4.45%
compared to 4.48% on tax equivalent net interest income of $10,124,000 on
average earning assets of $225,882,000 for 1996.  Interest income for 1997
increased by $2,779,000 or 15.84% over 1996.  Of the $2,779,000 increase in
interest income, $757,000 of the increase resulted from increase in loan 
volume as the result of the FFSB acquisition and $1,024,000 of the increase
resulted from other loan volume increases for total of $1,781,000 increase
in interest income on loans.  Interest income on investment securities in-
creased by $883,000 or 16.21% from the FFSB acquisition and deposit growth.   
Interest expense for 1997 increased by $1,330,000 or 17.92% over 1996.  Of
the $1,330,000 increase in interest expense, $927,000 is attributable to the
FFSB acquisition with difference occurring from deposit growth.
     
                        NET YIELD ON EARNINGS ASSETS/SPREAD
                        -----------------------------------
     Minden Bancshares' net interest income is influenced by changes in 
interest rates as well as volume.
     Average earning assets of Minden Bancshares consisting of loans, taxable 
and nontaxable investment securities, federal funds sold and interest-bearing 
balances due from banks, for 1998 increased $28,353,000 or 10.90% over 1997.  
The yield on earning assets decreased to 7.71% from 7.81% in 1997 due to 
decrease in overall interest rates.  Average interest-bearing liablilites 
increased by $21,708,000 or 10.63% during 1998 over 1997 and the cost of these 
funds increased to 4.30% from 4.28% in 1997.  
     During 1997, average earning assets increased $34,261,000 or 15.17% over
1996.  The yield on interest-earning assets increased to 7.81% during 1997 from
7.77% during 1996 mainly from the acquisition of FFSB and continued loan and
deposit growth.  Average interest-bearing liabilities increased $27,805,000 or
approximately 15.76% during 1997 when compared to the prior year. The average
cost of these funds increased from 4.21% in 1996 to 4.28% in 1997. Net interest
margin decreased to 4.45% in 1997 from 4.48% in 1996. The net interest margin
was reduced primarily from the acquisition of FFSB, whose net interest margin
was lower than Minden Bank's at the time of acquisition.
     Management anticipates that the net interest margin for 1999 will compare 
with 1998 or decrease slightly.

                                 EARNING ASSETS
                                 --------------
                                        
     Average assets at Minden Bancshares increased during each of the last three
fiscal years. During 1998 average assets increased by $30,431,000 or 10.98% over
1997.  In 1997, average assets increased $35,850,000 or 14.86% over 1996. 
     Average earning assets of Minden Bancshares, consisting of loans, taxable 
and nontaxable investment securities, federal funds sold and interest-bearing 
balances due from banks increased over the last three fiscal years. During 
1998, average earning assets increased $28,353,000 or 10.90% over 1997. In
1997, average earning assets of Minden Bancshares increased $34,261,000 or
15.17% over 1996. 
     Consolidated average earning assets of Minden Bancshares increased by 
$28,353,000 during 1998.  Average loans increased by $12,430,000 in 1998 to
$141,042,000 as compared to an increase of $34,261,000 in 1997 to $128,612,000.
The increase in 1998 over 1997 has been due to loan demand.  Average loans 
increased $20,263,000 in 1997 to $128,612,000 as compared to an increase
of $28,366,000 in 1996 to $108,349,000. Of the $20,263,000 increase in
average loans for 1997 over 1996, $8,918,000 was attributable to the FFSB
acquisition with balance having been derived from increased loan demand.  
The following table summarizes loan activities for the periods indicated.

                                              For The Years Ended December 31,
                                                 1998        1997        1996
                                               -------      ------      ------
                                                       (dollars in 000's)
Average Loans                                  $141,042     128,612    108,349
Dollar Change                                    12,430      20,263     20,852
Percent Change                                     9.66%      18.70%     23.83%

Interest                                       $ 13,432      12,353     10,572
Dollar Change                                     1,079       1,781      1,908
Percent Change                                    8.73%      16.85%     22.02%

Yield                                              9.52%       9.60%      9.76%
Change                                            (0.08%)     (0.16%)    (0.14%)
     
     Minden Bank's investment portfolio is another primary source of earnings. 
Securities purchased are primarily low risk and are purchased as long term 
investments. Management maintains the portfolio to provide marketability and 
risk diversification. Securities transactions are not entered into in anticipa-
tion of taking gains on short term price movements. In addition, restructuring 
activities are infrequent and are carried out in conjunction with a prudent 
overall business plan which does not result in a pattern of gains being realized
and losses being deferred on investment securities.
     Average investment securities increased in 1998 and 1997. As Minden Bank's 
average earning assets increased significantly in 1998 and 1997, the amounts in 
investment securities increased by lesser amounts due to loan funding require-
ments. Available funds were used by management to purchase taxable and tax-
exempt securities in 1998 and 1997.
     The following table summarizes investment activities for the periods 
indicated:
                                                For The Years Ended December 31,
                                                    1998      1997      1996
                                                  --------  --------  --------
                                                       (dollars in 000's)
Investment Securities
  (Average Balances at Amortized Cost)    
U.S. Treasury & Other                             $ 24,493    34,979    42,345  
U.S. Government Agencies                            77,356    57,538    38,279
State and Political Subdivisions                    17,554    14,964    14,635
                                                  --------   -------   -------
Total                                             $119,403   107,481    95,259
                                                  ========    ======    ======
Dollar Increase (decrease)                        $ 11,922    12,222     5,073 
Percent Increase (decrease)                          11.09%    12.83%     5.63% 
Interest Income
U.S. Treasury & Other                             $  1,561     2,198     2,654
U.S. Government Agencies                             4,549     3,445     2,120
State and Political Subdivisions                       887       767       743
                                                  --------    ------    ------
Total                                             $  6,997     6,410     5,517
                                                  ========    ======    ======

Portfolio Yield                                       5.86%     5.96%     5.79%
Portfolio Yield - Tax Equivalent                      6.15%     6.24%     6.09%
 
    Average federal funds sold, another major component of average earning
assets, increased to $21,197,000 or 12.92% in 1998 from $18,771,000 for the
prior year. The yield on federal funds sold decreased to 5.25% for 1998 from
5.42% for the prior year. 

                                INTEREST-BEARING DEPOSITS
                                -------------------------

     Average noninterest-bearing deposits increased to $45,215,000 in 1998, an 
increase of $4,078,000 or 9.91% over the prior year. In 1998, average interest-
bearing deposits increased to $215,087,000, an $18,536,000 or 9.43% increase 
over the prior year. 
     The following table reflects average interest-bearing deposit activities 
for the periods indicated:
                                               For the Years Ended December 31,
                                                 1998        1997       1996
                                               -------     -------     -------
                                                      (dollars in 000's)
Average Interest-Bearing Demand               $ 27,701      26,097      24,316
Dollar Change                                    1,604       1,781       2,642
Percent Change                                    6.15%       7.32%      12.19%

Interest Expense                              $    690         645         604 
Dollar Change                                       45          41          61
Percent Change                                    6.98%       6.79%      11.23%

Yield                                             2.49%       2.47%       2.48%
Change                                            0.02%      (0.01%)     (0.02%)

Average Savings Deposits                      $ 58,836      53,413      49,806  
Dollar Change                                    5,423       3,607       5,304  
Percent Change                                   10.15%       7.24%      11.92%

Interest Expense                              $  1,817       1,636       1,522  
Dollar Change                                      181         114         205
Percent Change                                   11.06%       7.49%      15.57%

Yield                                             3.09%       3.06%       3.06% 
Change                                            0.03%       0.00%       0.11% 

Average Other Time Deposits                   $128,550     117,041      95,827  
Dollar Change                                   11,509      21,214      13,447
Percent Change                                    9.83%      22.14%      16.32% 

Interest Expense                              $  6,693       6,138       5,000
Dollar Change                                      555       1,138         851  
Percent Change                                    9.04%      22.76%      20.51% 

Yield                                             5.21%       5.24%       5.22% 
Change                                           (0.03%)      0.02%       0.18% 

                        PROVISION FOR LOAN LOSSES
                        -------------------------

     The provision for loan losses is the charge made against earnings to keep 
the allowance for possible loan losses at a level management considers adequate 
considering the nature of the loan portfolio and current economic conditions in 
the marketplace. Management estimates the required allowance for possible loan 
losses and the provision thereto by taking into consideration current economic 
trends, changes in the character and size of the loan portfolio, nonperforming 
loans, past loss experience, the ability of borrowers to repay based upon 
financial statements and sources of cash flow, repayment performance and 
history, underlying collateral values securing loans and other factors which 
deserve recognition in estimating credit losses.
     No provision was charged to income in 1998 or 1997.  Net charge-offs 
for 1998 increased by $255,000 to $211,000 when compared to net recoveries for
1997 of $44,000.  Management was of the belief that no provision for 1998 was
needed although loans had increased by $3,431,000 to $140,320,000 from
$136,889,000 at December 31, 1997.  The reserve for loan losses was 
$3,392,000 or 2.42% of total loans outstanding at December 31, 1998 as compared
to $3,603,000 or 2.63% of total loans outstanding at December 31, 1997.  
     Net recoveries for 1997 increased by $388,000 to $297,000 when compared
to net charge-offs of $91,000 for 1996. The net recoveries for 1997 of 
$297,000 include $253,000 of loan reserve acquired in the FFSB acquisition.
The reserve for loan losses was $3,603,000 or 2.63% of total loans outstanding
as of December 31, 1997 compared to $3,306,000 or 2.87% of total loans out-
standing as of December 31, 1996.
     The following table summarizes provision and allowance activities for the 
periods indicated:
                                                For the Years Ended December 31,
                                                   1998       1997       1996
                                                 -------    -------    -------
                                                       (dollars in 000's)
Loans, Net                                      $140,320    136,889    115,346  
Allowance for Possible Loan Losses                 3,392      3,603      3,306 
Percent of Loans                                    2.42%      2.63%      2.87%
Provision for Possible Loan Losses              $      0          0          0 
Net Charge-Offs (recoveries)                         211       (297)        91 
Percent of Average Loans                            0.15%     (0.22%)     0.08% 

                                NONINTEREST INCOME
                                ------------------

     Noninterest income consists primarily of service charges, trust department 
fees and other fees and commissions.  During 1998, noninterest income increased
by $227,000 to $2,692,000, or 9.21% over 1997, due primarily to growth and
volume increases.  Of the $226,000 increase in noninterest income for 1998 over
1997, $170,000 was for loan origination fees on home mortgage loans.  During
1997, noninterest income increased by $257,000 to $2,465,000, or 11.64% over
1996, due to new services provided and increased fees for services provided. Of
the $257,000 increase in noninterest income for 1997 over 1996, $152,000 was
for loan origination fees on home mortgage loans originating at the Youree Drive
Branch (formerly First Federal savings Bank) and gain on sale of investment
securities was reflected in the amount of $81,000.  

                                NONINTEREST EXPENSE
                                -------------------

     This category of expense includes salaries, employee benefits, occupancy 
expense, furniture and equipment expense and other expenses.  Total noninterest
(total operating expenses) for 1998 amounted to $6,575,000, a $297,000 or 
4.73% increase over 1997.  During 1998, there was a decrease in occupancy 
expense due to the nonrecurring expenses incurred in 1997 explained below.
There were increases in certain categories in 1998 over 1997 due to a full 
year's operation of the Youree Drive branch acquired in May, 1997.  There were
increases in data processing costs due to the acquisition and installation in
December, 1998 of new computer system for employee training, related expenses
and supply costs for new forms and supplies.  
     Total noninterest expenses for 1997 amounted to $6,278,000, a $919,000 or
17.15% increase over total operating expenses for 1996.  The increase in total
operating expenses in 1997 over 1996 was attributable in part to the acquisi-
tion of FFSB and its operation as our "Youree Drive" branch.  Of the $302,000
increase in salaries and employee benefits for 1997 over 1996, $183,000 was 
attributable to the Youree Drive Branch with the balance being attributable to 
staff and salary increases.  Of the $59,000 increase in occupancy expense, 
$32,000 was applicable to the Youree Drive branch.  Also included in occupancy 
expense for 1997, were $84,000 expended for repairs of the Line Avenue Branch.
Of the $116,000 increase in capital stock tax for 1997, $36,000 was attributable
to the FFSB acquisition. Of the $320,000 increase in other operating expenses 
for 1997, $65,000 was applicable to furniture and equipment expense for the 
Youree Drive Branch and $54,000 was applicable to the purchase of a long-term
data processing contract which FFSB had entered into prior to purchase and for
the conversion of data onto Minden Bank's computer system, and $146,000 was 
expended for advertising during 1997 as compared to $63,000 for 1996. 
     
                                    LIQUIDITY
                                    ---------    
      A  key to success as a community bank is to maintain adequate liquidity in
order to satisfy customer needs in a satisfactory response time. To achieve this
goal, Minden Bank monitors its asset and liability mix on a routine basis.

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

      The  loan  to  deposit ratio at Minden Bank averaged  54.18%  during  1998
compared  to 54.11% in 1997 and 52.27% in 1996. Average federal funds sold  were
$21,197,000,  $18,771,000 and $20,387,000, respectively  during  1998,  1997 and
1996.  Additionally, at December 31, 1998, Minden Bank had investment securities
with  an  amortized cost of $151,572,000, of which $41,582,000 or 27.44%  mature
within  one  year, $70,455,000 or 46.48% mature within two to  five  years,  and
$39,535,000 or 26.08% mature in over five years. Additional sources of liquidity
which  are  available, are borrowing from the Federal Reserve Bank as  a  member
bank and the purchase of federal funds on a daily basis from other banks. Minden
Bancshares  does  not anticipate any events which will require liquidity  beyond
that which is available from the above referenced sources.


                            INTEREST RATE SENSITIVITY
                            -------------------------
      
      The interest rate sensitivity of Minden Bancshares' assets and liabilities
provides  an  indication of the extent to which Minden Bancshares' net  interest
income  may  be affected by interest rate movements. An indicator  of  the  rate
sensitivity  structure  of  a  financial  institution's  balance  sheet  is  the
difference  between  its  interest  rate  sensitive  assets  and  interest  rate
sensitive  liabilities  which is referred to as  the  "Gap".   The  table  below
presents Minden Bancshares' Gap position at December 31, 1998:
<TABLE>
<CAPTION>                                             
                                                After 3    After 6
                                     Within     Within     Within       After     Year End
                                    3 Months   6 Months   12 Months   One Year     Balance
                                  ----------   --------   ---------   --------  ----------
                                               (dollars in 000's)
<S>                               <C>         <C>         <C>         <C>         <C>   
Earning Assets:      
Loans                             $  51,411      8,867       9,881     70,161   $ 140,320
Securities available for sale        23,405     16,325       9,221     85,019     133,970
Securities held to maturity             490        402         364     16,935      18,191
All other                             3,090          _           _          _       3,090
                                  ----------   --------   ---------   --------  ----------
Total Earning Assets               $ 78,396     25,594      19,466    172,115   $ 295,571
                                  ----------   --------   ---------   --------  ----------
Funding Sources:

Time deposits                      $ 51,352      25,395     33,711     27,950    $138,408
Other interest-bearing deposits      94,360           _          _          _      94,360
Securities sold under agreements
     to repurchase                    6,500         885      1,867        681       9,933
Noninterest-bearing sources               _           _          _     52,870      52,870
                                  ----------   ---------   --------   --------  ----------
Total Funding Sources             $ 152,212      26,280     35,578     81,501   $ 295,571
                                  ----------   ---------   --------   --------  ----------
                                  
Gap Summary:
Periodic  net  earning  assets    $ (73,816)       (686)   (16,112)    90,614   $        _
                                  ----------   ---------   --------   --------  ----------
Cumulative  net  earning  assets  $ (73,816)    (74,502)   (90,614)         -   $        -                       
                                  ==========   ==========  ========   ========  ==========
Periodic net earning assets/
     Total earning assets            (24.87%)      (0.23%)   (5.45%)    30.65%           _
Cumulative ratio of earning assets
     to interest-bearing liabilities (24.87%)     (25.20%)  (30.65%)        _            -
</TABLE>

     This table is based upon a point in time and may not always be meaningful 
because it is based upon the earliest possible maturity or repricing and not 
what may be a normal change in our interest rates. Also, this table does not 
consider subsequent changes in interest rate structures or spreads between 
asset and liability categories. Interest rate changes do not always occur 
equally to interest-earning assets and interest-bearing liabilities. Interest 
rates on interest-bearing demand deposits, "Now", money market and savings 
accounts which may be immediately adjusted may not change in proportion to 
changes in interest rates. Management believes that Minden Bancshares' asset 
and liability mix is adequately positioned to adjust to interest rate changes.


                                CAPITAL ADEQUACY
                                ----------------

     Risk based capital guidelines issued by the Federal Reserve Board became 
effective March 15, 1989. The guidelines require minimum levels of capital based
upon a risk rating of the contingent obligations. A minimum of 8% of total cap-
ital to risk-adjusted assets will be required, of which one-half of the 8% must 
consist primarily of tangible common shareholders equity ("Tier 1 Capital"). At 
December 31, 1998 Minden Bancshares' Tier 1 capital ratio was 20.84% and its 
total risk based capital ratio was 22.10% under the most restrictive, fully 
phased in, risk based guidelines.
     
     In addition, effective September 7, 1990, the Federal Reserve Board imple-
mented an additional 3% minimum Tier 1 leverage ratio (the "Leverage Ratio") to 
be maintained in conjunction with the risk based capital standard. The Leverage 
Ratio gauges the amount of Tier 1 capital (less certain intangibles including 
goodwill) to total average assets (less certain intangibles including goodwill).
At December 31, 1998, Minden Bancshares' Leverage Ratio was 10.10%. The Federal 
Reserve Board can require a bank to maintain a Leverage Ratio greater than 3% 
if, in its opinion, the bank is anticipating significant growth or is operating 
with less than well diversified risks.


                                INFLATION
                                ---------
     Inflation has a significant impact on the growth of total assets in the 
banking industry. It requires increases in equity capital at higher than normal 
rates in order to maintain an appropriate equity to asset ratio. Minden Banc-
shares presently has the intent and ability to maintain proper equity to asset 
ratios primarily by periodically adjusting its pricing of services and banking 
products to take into consideration current costs. The consolidated financial 
statements and related financial data of Minden Bancshares have been prepared in
accordance with generally accepted accounting principles which requires the 
measurement of financial position and operating results in terms of historical 
dollars without considering changes in the relative purchasing power of money 
over time due to inflation.


                        RECENT ACCOUNTING PRONOUNCEMENTS
                        --------------------------------
 
RECENT ACCOUNTING PRONOUNCEMENTS
     
     In June of 1998, the Financial Accounting Standards Board (FASB) issued 
FAS 133, Accounting for Derivative instruments and Hedging, effective for
all fiscal quarters of fiscal years beginning after June 15, 1999.  FAS 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and
for hedging activities.  Management does not anticipate any impact by this
SFAS upon its financial statements because it does not currently hold any
derivative contracts or engage in any hedging activities and does not 
anticipate engaging in any such activities.


                                OTHER ACCOUNTING ISSUES
                                -----------------------
Year 2000
---------
     The problem now known as the "Year 2000" is the inability of older computer
systems, software and other equipment which have only maintained a two digit 
year in date information to chronologically align dates with the occurrence of 
the year 2000.    
     
     The Board of Directors adopted a "Year 2000 Policy" to insure that all 
information systems and other areas which may be affected by the "Year 2000"  
millennium change are properly and expeditiously addressed to insure the contin-
uation of normal business operations of the Bank into the next millennium.  In 
the "Year 2000 Policy," provision is made for a "Year 2000 Plan" whereby an EDP 
Steering Committee headed by the Vice President and Data Center Manager would 
identify the areas which may be affected by the "Year 2000," and would address 
these issues by making necessary recommendations to the Board of Directors
for approval.
    
    The EDP Steering Committee researched the need to upgrade the Bank's 
"Mainframe" computer and software and made recommendations to the Board of 
Directors, which approved the acquisition.  The installation of the new
computer system was completed as the close of business on December 10, 1998,
and began processing effective December 11, 1998.  The software supplier has
warranted the new software as "Year 2000 Compliant."  Formal testing 
procedures in accordance with the vendor's instructions are to be conducted
by the end of March, 1999.  All personal computers in service by the Bank
have been tested, and necessary upgrades have been ordered and installed.
    
     Under the Bank's "Year 2000 Policy," all computer systems and electronic 
date sensitive devices were to be tested, with necessary upgrades made, and cer-
tified as to their "Year 2000" readiness by the end of the first quarter, 1999.
It is anticipated the Bank will accomplish its goals relating to it's electronic
date sensitive devices.          
     
     Due to concern by banking regulators regarding the risk to the Bank from
effects to larger loan and deposit customers, service providers, vendors and 
other sources, if their computer systems fail due to not being year 2000 com-
pliant, the Bank created a year 2000 task force to assess these risks.  The
Bank has mailed questionaire to its larger commercial accounts, both loan
and deposit customers, regarding the capacity of their computer systems to
meet year 2000 compliance and is currently evaluating current service 
providers, vendors and other sources which may provide an operating or
financial risk to the Bank.
   

ITEM 7.   FINANCIAL STATEMENTS
 
                                 January 13, 1999
                                        

The Board of Directors and Stockholders
Minden Bancshares, Inc. and Subsidiary
Minden, Louisiana


                           INDEPENDENT AUDITOR'S REPORT
                           ----------------------------             

We have audited the accompanying consolidated balance sheets of Minden
Bancshares, Inc. and Subsidiary as of December 31, 1998 and 1997, and the
related consolidated statements of income, comprehensive income, changes in
stockholders' equity, and cash flows for each of the three years in the
period ended December 31, 1998.  These consolidated financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Minden
Bancshares, Inc. and Subsidiary as of December 31, 1998 and 1997, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles.

As discussed in Note 1.c. to the consolidated financial statements, the Company
changed its method of reporting changes in unrealized gains and losses on 
certain investment securities in 1998.

HEARD, MCELROY & VESTAL, L.L.P.
Certified Public Accountants
Shreveport, Louisiana


                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 1998 and 1997
                                        
                                        
          ASSETS                                 1998              1997
          ------                                 ----              ----
                                   (in thousands, except per share data)
Cash and cash equivalents:
 Cash and due from banks - Note 2            $ 15,856            17,196
 Federal funds sold                            12,000             4,500
                                             ---------         ---------  
                                               27,856            21,696
Investment securities - Note 3
 Securities available for sale                132,437           108,414
 Securities held to maturity                   18,191            16,502
                                             ---------         --------- 
                                              150,628           124,916
                                              
Federal Reserve Bank and FHLB stock             1,533             1,400
Loans, less allowance for loan losses
   of $3,392 and $3,603 - Notes 4 and 8       136,928           133,286

Accrued interest receivable                     2,595             2,642
Bank premises and equipment - Note 5            4,167             3,662
Real estate owned
  other than bank premises - Note 13              116               278
Other Assets - Notes 6 and 11                   4,552             4,198
                                             ---------         ---------
TOTAL ASSETS                                 $328,375           292,078
                                             =========         =========
    LIABILITIES AND STOCKHOLDERS' EQUITY
    ------------------------------------
LIABILITIES:
 Deposits:
  Noninterest bearing                        $ 47,603            42,045
  Interest bearing - Note 10                  232,768           206,138
                                             ---------         ---------
     Total Deposits                           280,371           248,183

 Securities sold under
   repurchase agreement                         9,933            10,809
 Accrued interest payable                       1,227               986
 Other liabilities                                730               414
                                            ---------         ---------
     Total Liabilities                        292,261           260,392

STOCKHOLDERS' EQUITY:
 Common stock, par value $2.50 per share;
    500,000 shares authorized;
    309,816 shares issued;
    280,583 and 280,511 shares
    outstanding, respectively                     775               775
 Additional paid-in capital                    11,214            11,205
 Undivided profits - Note 7                    25,038            20,737
 Treasury stock-at cost-shares
   29,305-1997 and 29,267-1996                 (1,302)           (1,300)
 Accumulated other comprehensive
   income                                         389               269
                                             ---------         ---------
        Total Stockholders' Equity             36,114            31,686
                                             ---------         ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY   $328,375           292,078
                                             =========         =========

The accompanying notes are an integral part of the financial statements.
                     
                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                        December 31, 1998, 1997 and 1996


                                          1997      1996      1995
                                          ----      ----      ----
                             (in thousands, except per share data)
INTEREST INCOME:
 Interest and fees on loans           $ 13,432    12,353    10,572
 Investment securities:                          
  Taxable                                6,022     5,563     4,704
  Tax-exempt                               887       767       743
 Federal funds sold                      1,112     1,018     1,069 
 Federal Reserve stock and other           453       327       167
                                       --------  --------  -------- 
     Total interest income              21,906    20,028    17,255
                                                  
INTEREST EXPENSE:                                 
 Deposits                                9,200     8,419     7,126
 Securities sold under                            
   repurchase agreement and other          516       331       294
                                       --------  --------  -------- 
     Total interest expense              9,716     8,750     7,420
                                       --------  --------  --------      
     Net interest income                12,190    11,278     9,835
 Provision for loan losses - Note 4          -         -         -
                                       --------  --------  --------      
     Net interest income after                   
       provision for loan losses        12,190    11,278     9,835
                                       --------  --------  --------            
OTHER INCOME:                                    
 Service charges                         1,991     1,798     1,574
 Insurance commissions                     231       292       300
 Gain (loss) on investment securities        -        81         - 
 Other operating income                    470       294       334 
                                       --------  --------  --------      
     Total other income                  2,692     2,465     2,208
                                                 
OPERATING EXPENSES:                              
 Salaries and employee benefits          3,264     3,087     2,785
 Occupancy expense                         433       550       491
 Amortization                              268       216       143
 Writedown on real estate owned                  
   other than bank premises                  7         -         -
 FDIC insurance                             48        42        (6)
 Stationery, supplies and printing         553       501       518
 Data processing fees                      224       138       120
 Capital stock tax                         418       367       251
 Other operating expenses                1,360     1,377     1,057
                                       --------  --------  --------      
     Total operating expenses            6,575     6,278     5,359
                                       --------  --------  --------         
INCOME BEFORE INCOME TAXES               8,307     7,465     6,684
                                                 
INCOME TAXES - NOTE 6                    2,603     2,384     2,073
                                       --------  --------  --------     
NET INCOME                             $ 5,704     5,081     4,611
                                       ========  ========  ========      
EARNINGS PER SHARE                     $ 20.33     18.11     16.43
                                       ========  ========  ========     
                                       
The accompanying notes are an integral part of the financial statements.


                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                        December 31, 1998, 1997 and 1996


                                          1997      1996      1995
                                          ----      ----      ----
                               (in thousands, except per share data) 
NET INCOME                            $ 5,704      5,081     4,641

OTHER COMPREHENSIVE INCOME    
 Unrealized gains(losses) on invest-
  ments, net of deferred taxes of
  $62, $100 and $84                       120        275      (164)
 
 LESS-reclassification of gains
  realized during the period                -         81         -
                                      --------    -------   -------         
     Total other comprhensive income      120        194      (164)
                                      --------    -------   -------

COMPREHENSIVE INCOME                  $ 5,824      5,275     4,477
                                      ========    =======   =======   

The accompanying notes are an integral part of the financial statements.
 

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                        December 31, 1998, 1997 and 1996
                                        
<TABLE>                                                                                                     
<CAPTION>                                                                                            
                                                                                                   
                                                                                                 
                                                                                                 Accumulated 
                                       Total                Additional                              Other
                                   Stockholders'  Common     Paid-In     Undivided   Treasury   Comprehensive
                                      Equity       Stock     Capital      Profits     Stock         Income  
                                   -------------  -------   ----------   ---------   --------   --------------
                                                    (in thousands, except per share data)
<S>                                   <C>           <C>      <C>         <C>         <C>            <C>
Balance at December 31, 1995           24,009        775      11,205      13,078      (1,288)           239
----------------------------
Net income                              4,611         --          --       4,611          --             --

Cash dividends paid                      (911)        --          --        (911)         --             --

Purchase of 109 shares common
 stock                                     (9)        --          --          --          (9)            --
 
Change in unrealized market value
 of securities, net of taxes
 of $84                                  (164)        --          --          --          --           (164)
                                   -------------  -------    ----------   ---------  --------   -------------- 
Balance at December 31, 1996         $ 27,536        775      11,205      16,778      (1,297)            75
----------------------------       
Net income                              5,081         --          --       5,081          --             --

Cash dividends paid                    (1,122)        --          --      (1,122)         --             --

Purchase of 38 shares common
 stock                                     (3)        --          --          --          (3)            --
 
Change in unrealized market value
 of securities, net of taxes
 of $100                                  194         --          --          --          --            194 
                                   -------------  -------    ---------    ---------   --------     ---------- 
Balance at December 31, 1997         $ 31,686        775      11,205       20,737      (1,300)           269

Net income                              5,704         --          --        5,704          --             --

Cash dividends paid                    (1,403)        --          --       (1,403)         --             --

Issuance of 150 shares of stock            15         --           9           --           6             --

Purchase of 78 shares common
 stock                                     (8)        --          --           --          (8)            --
 
Change in unrealized market value
 of securities, net of taxes
 of $62                                   120         --          --           --          --            120 
                                   -------------  -------    ---------    ---------   --------     ---------- 
Balance at December 31, 1998           36,114        775      11,214       25,038      (1,302)           389
----------------------------       =============  =======    ==========   =========  ========   ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        December 31, 1998, 1997 and 1996


                                                         1998     1997     1996
                                                     --------- -------- --------
                                           (in thousands, except per share data)
CASH FLOWS FROM OPERATING ACTIVITIES:                                   
 Net income                                          $  5,704    5,081    4,611
 Adjustments to reconcile net income to net cash                        
  provided by operating activities:                                     
   Depreciation and amortization                          500      482      405
   Writedown on real estate owned                                       
     other than bank premises                               7        -        -
   (Increase) in loans held for sale                     (795)    (480)       -
   (Gain) loss on investment securities                     -      (81)       -
   (Gain) on sale of real estate owned other than                       
       bank premises                                      (45)       -      (42)
   (Increase) decrease in accrued interest receivable      47     (464)     150 
   (Increase) decrease in other assets                   (713)      87       69
   Increase in accrued interest payable                   241      126       73
   Increase (decrease) in other liabilities               316      282       (5)
                                                     --------- -------- --------
   Total adjustments                                     (442)     (48)     650
                                                     --------- -------- --------
   Net cash provided by operating activities            5,262    5,033    5,261
                                                                        
CASH FLOWS FROM INVESTING ACTIVITIES:                                   
 Proceeds from AFS securities-maturities               94,291   90,068   22,515
 Proceeds from HTM securities                             968      518      183
 Purchase of investment securities and 
  Federal Reserve Bank stock - Note 3                (120,923)(110,466) (39,324)
 Proceeds from sales of real estate owned 
  other than bank premises                                504      150      285
 Purchase of equipment                                   (707)    (801)     (88)
 Purchase of goodwill                                       -   (1,873)       - 
 Net (increase) in loans - Note 11                     (3,151) (20,703) (16,552)
                                                     --------- -------- --------
   Net cash (used) by investing activities            (29,018) (43,107) (32,981)
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 Dividends paid                                        (1,403)  (1,122)    (911)
 Net increase in noninterest-bearing deposits
  - Note 11                                             5,558    3,848    2,499
 Net increase in interest-bearing deposits 
  - Note 11                                            26,630   28,339   17,401
 Net increase (decrease) in securities sold 
  under repurchase agreement                             (876)   5,391     (384)
 Payments on note payable                                   -      (90)     (90)
 Purchase of 78, 38, and 109 shares treasury stock         (8)      (3)      (9)
 Issuance of 150 shares of common stock                    15        -        -
                                                     --------- -------- --------
   Net cash provided by financing activities           29,916   36,363   18,506
                                                     --------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    6,160   (1,711)  (9,214)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR         21,696   23,407   32,621
                                                     --------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR             $ 27,856   21,696   23,407
                                                     ========= ======== ========
CASH PAYMENTS:
 Interest                                            $  9,475    8,624    7,347
                                                     ========= ======== ========
 Income taxes                                        $  2,740    2,270    1,933
                                                     ========= ======== ========

The accompanying notes are an intgral part of the financial statements.
                     
                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1998, 1997 and 1996


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    ------------------------------------------            
    a. CONSOLIDATION
       The accompanying financial statements include the accounts of Minden 
       Bancshares, Inc. (the Company) and its wholly-owned subsidiary, Minden 
       Bank and Trust Company (the Bank). The Company was organized as a bank 
       holding company under Federal Reserve Bank laws on June 27, 1983. The 
       holding company did not transact any business until 1985. The Bank has 
       locations in Minden, Sarepta, and Shreveport, Louisiana.
    
    b. USE OF ESTIMATES
       The preparation of financial statements in conformity with generally 
       accepted accounting principles requires management to make estimates 
       and assumptions that affect the reported amounts of assets and 
       liabilities and disclosure of contingent assets and liabilities at the 
       date of the financial statements and the reported amounts of revenues and
       expenses during the reported period. Actual results could differ from 
       those estimates. 
       
       Material estimates that are particularly susceptible to significant
       change relate to the determination of the allowance for losses on loans
       and the valuation of real estate acquired in connection with foreclosures
       or in satisfaction of loans. In connection with the determination of the
       allowances for losses on loans and foreclosed real estate, management
       obtains independent appraisals for significant properties. 
       
       Most of the Bank's business activity is with customers located within the
       Minden/Shreveport, Louisiana area. The loan categories are detailed in
       Note 4. The economy of the area is diversified but depends on timber,
       agriculture, and oil and gas. Although these areas of the economy and the
       economy in  general in the area are doing well, it could decline in the
       future. 
       
       While management uses available information to recognize losses on loans,
       future additions to the allowances may be necessary based on changes in 
       local economic conditions. In addition, regulatory agencies, as an 
       integral part of their examination process, periodically review the 
       Bank's allowances for losses on loans and foreclosed real estate. Such
       agencies may require the Bank to recognize additons to the allowances
       based on thier judgements about information available to them at the
       time of thier examination. Because of these factors, it is reasonably
       possible that the allowances for losses on loans may change materially
       in the near future.
    
    c. INVESTMENT SECURITIES
       The Bank's investments in securities are classified in two categories and
       accounted for as follows.  
       
       Securities to be held to maturity  
       ---------------------------------
       Bonds, notes and debentures (municipal bonds) for which the Bank has the 
       positive intent and ability to hold to maturity are reported at cost, 
       adjusted for amortization of premiums and accretion of discounts which 
       are recognized in interest income using the effective interest method 
       over the period to maturity. 

       Securities available for sale  
       -----------------------------
       Securities available for sale consist of bonds, notes and debentures not 
       classified as trading securities nor as securities to be held to 
       maturity.  
       
       Declines in the fair value of individual held-to-maturity and available-
       for-sale securities below their cost that are other than temporary have
       resulted in write-downs of the individual securities to their fair value.
       The related write-downs have been included in earnings as realized
       losses.  There were no write-downs in 1998, 1997 or 1996.  
       
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    ------------------------------------------------------            

       Unrealized holding gains and losses, net of tax, on securities available 
       for sale have been reported as direct increases in stockholders' equity,
       net of related deferred tax effects, are now accounted for as other 
       comprehensive income, as required by FASB Statement 130 "Reporting 
       Comprehensive Income."  This statement also requires that cumulative
       changes in unrealized gains and losses on such securities be accounted
       for in in accumulated other comprehensive income as part of shareholders'
       equity.  	All prior periods presented in the financial statements have
       been restated, 	as required by FASB No. 130.
 	
       Gains and losses on the sale of securities available for sale are 
       determined using the specific-identification method.
                                     
    d. LOANS AND ALLOWANCE FOR LOAN LOSSES
       Loans are stated at the amount of unpaid principal, reduced by unearned 
       discount and an allowance for loan losses. Unearned discount on certain 
       installment loans is recognized as income under the rule of seventy-
       eights, which approximates interest on the outstanding balance. Interest 
       on other loans is calculated by using the simple interest method on 
       daily balances of the principal amount outstanding. The accrual of 
       interest on loans is usually discontinued when interest is past due by 
       ninety days. Upon such occurrence, all unpaid accrued interest on such 
       loans is reversed.
       
       The allowance for loan losses is established through a provision for 
       loan losses charged to expense. Loans are charged against the allowance 
       for loan losses when management believes that the collectibility of the 
       principal is unlikely. The allowance is an amount that management 
       believes will be adequate to absorb possible losses on existing loans 
       that may become uncollectible, based on evaluations of the collectibility
       of loans and prior loan loss experience. The evaluations take into 
       consideration such factors as changes in the nature and volume of the 
       loan portfolio, overall portfolio quality, review of specific problem 
       loans, and current economic conditions that may affect the borrowers' 
       ability to pay.
                
    e. BANK PREMISES AND EQUIPMENT
       Bank premises and equipment are carried at cost less accumulated 
       depreciation. Depreciation is provided over the estimated useful lives 
       of the respective assets on the straight-line and accelerated methods of 
       depreciation. Expenditures for major renewals and betterments of premises
       and equipment are capitalized and those for maintenance and repairs are 
       charged to expense as incurred.
                
    f. INCOME TAXES   
       Provisions for income taxes are based on taxes payable or refundable for 
       the current year (after exclusion of nontaxable income such as interest 
       on state and municipal securities) and deferred taxes on temporary 
       differences between the amount of taxable income and pretax financial 
       income and between the tax bases of assets and liabilities and their 
       reported amounts in the financial statements. Deferred tax assets and 
       liabilities are included in the financial statements at currently enacted
       tax rates applicable to the period in which the deferred tax assets and 
       liabilities are expected to be realized or settled as prescribed in FASB 
       Statement No. 109, Accounting for Income Taxes. As changes in tax laws or
       rates are enacted, deferred tax assets and liabilities are adjusted 
       through the provision for income taxes.
                
    g. FEDERAL FUNDS
       Federal funds sold are stated at the cash amount loaned to the member 
       bank. Interest is recognized on a daily basis as the funds are regularly 
       rolled over.
    
    h. PENSION PLAN
       In 1997, the Bank adopted a 401(k) Plan whereby employees with 12 months 
       or more service on the semiannual entry dates and are at least 21 years
       old become eligible to make elective contributions and will share in the
       employer discretionary contribution for the year.  Prior to 1997, the
       Bank contributed to each eligible employee's individual retirement 
       account under its simplified employee pension program.  The percentage
       of contributions to the 401(k) Plan for 1998 and 1997 and the employer
       SEP for 1996 were set by the Board of Directors at 6%.  Contributions
       (in thousands) to these  plans in 1998, 1997, and 1996 amounted to
       approximately $137, $130 and $115.
    
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    ------------------------------------------------------            
 
       i. EARNINGS PER SHARE
       Earnings per share are computed using the weighted number of shares 
       outstanding during each year. The number of weighted average outstanding 
       shares was 280,565 in 1998, 280,527 in 1997, and 280,623 in 1996.  The 
       dilutive effect of FASB No. 128 is considered immaterial (less than 10
       cents per share) and thus not presented.
       
    j. CASH AND CASH EQUIVALENTS
       For purposes of the statement of cash flows, the Bank considers all cash 
       on hand, demand deposits with other banks, and federal funds sold to be 
       cash equivalents.

2.  CASH AND DUE FROM BANKS
    -----------------------
    The Bank, as a member of the Federal Reserve System, is required to maintain
    certain average reserve balances at the Federal Reserve Bank and/or in cash 
    on hand. The required balance (in thousands) at December 31, 1998 and 1997 
    was $2,943 and $2,133.
        
3.  INVESTMENT SECURITIES
    ---------------------
    The carrying amounts of investment securities as shown in the consolidated 
    balance sheets of the Bank and their approximate fair values at December 31 
    (in thousands) were as follows:
                
                                                  GROSS        GROSS   
                                   AMORTIZED   UNREALIZED   UNREALIZED     FAIR
                                      COST        GAINS       LOSSES      VALUE
                                   ---------   ----------   ----------  --------
Securities available for sale -
December 31, 1998 -
U.S. Treasury                        20,274         185           16     20,443
U.S. Government agency securities   111,574         653          233    111,994
                                   ---------   ----------   ----------  --------
                                    131,848         838          249    132,437
                                   =========   ==========   ==========  ========
Securities to be held to maturity -
December 31, 1998 -     
State and municipal securities       18,191         647           67     18,771
                                   =========   ==========   ==========  ========

Securities available for sale -
December 31, 1997 -
U.S. Treasury                        35,949         219            6     36,162
U.S. Government agency securities    72,056         334          138     72,252
                                   ---------   ----------   ----------  --------
                                    108,005         553          144    108,414
                                   =========   ==========   ==========  ========
Securities to be held to maturity -
December 31, 1997 -     
State and municipal securities       16,502         441            2     16,941
                                   =========   ==========   ==========  ========

Assets, principally securities, carried at approximately (in thousands) $65,550 
at December 31, 1998 and $51,794 at December 31, 1997 were pledged to secure 
public deposits and for other purposes required or permitted by law.


Gross purchases (in thousands), of securities for 1998, 1997 and 1996 are 
detailed below.
                                                     1998       1997       1996
                                                 --------   --------   --------
PURCHASES:
Purchases of available for sale securities        118,133    108,035     38,632
Purchase of Federal Reserve Bank stock                133        195        168
Purchases of held to maturity securities            2,657      2,236        524
                                                 --------   --------   --------
Total                                             120,923    110,466     39,324
                                                 ========   ========   ========

3.  INVESTMENT SECURITIES (CONTINUED)
    ---------------------------------

    Gains (in thousands) of $81 were realized on sales of securities available
    for sale in 1997. No losses were recognized. No gain or losses were recog-
    nized on the maturities and call of bonds held to maturity in 1998, 1997
    and 1996.

    The scheduled maturities (in thousands) of securities to be held to 
    maturity and securities available for sale at December 31, 1998 were as 
    follows:
                                       SECURITIES TO BE   SECURITIES AVAILABLE 
                                       HELD TO MATURITY          FOR SALE
                                      ------------------   --------------------
                                       AMORTIZED   FAIR      AMORTIZED    FAIR
                                          COST    VALUE         COST     VALUE
                                       --------- -------     -------- ---------
Due in one year or less                   1,257   1,264        38,792   38,819
Due from one year to five years           4,768   4,939        65,687   66,179
Due from five to ten years                7,918   8,263        16,450   16,507
Due after ten years                       4,248   4,305        10,919   10,932
                                       --------- -------     --------- --------
                                         18,191  18,771       131,848  132,437
                                       ========= =======     ========= ========

4.  LOANS
    -----
Loans (in thousands) at December 31, 1998 and 1997 consisted of the following:
        
                                                               1998       1997
                                                            ---------   --------
Commercial, financial and agricultural                      $ 36,995     33,884
Real estate - construction                                     4,868      3,298
Real estate - mortgage                                        72,390     75,021
Held for sale                                                  1,275        480
Installment - individuals                                     24,214     22,186
Other                                                            876      2,183
                                                            ---------   --------
                                                             140,618    137,052
Unearned discount                                               (298)      (163)
                                                            ---------   --------
                                                             140,320    136,889
Allowance for loan losses                                     (3,392)    (3,603)
                                                            ---------   --------
                                                            $136,928    133,286
                                                            =========   ========

Changes in the allowance for loan losses (in thousands) are summarized as 
follows:
                                                       1998      1997      1996
                                                    --------  --------  --------
Beginning balance                                   $ 3,603     3,306     3,397
Provision charged to operations                           -         -         -
Loans charged off                                      (489)     (315)     (244)
Recoveries                                              278       612       153 
                                                    --------  --------  --------
Ending balance                                      $ 3,392     3,603     3,306
                                                    ========  ========  ========

Commitments to fund loans at December 31, 1998, 1997 and 1996 (in thousands) 
amounted to approximately $24,182-1998, $24,523-1997, $17,432-1996.  Loans on
which the accrual of interest has been discontinued amounted (in thousands) to
approximately $91, 547 and $346 at December 31, 1998, 1997 and 1996.  Had
these loans been current in accordance with their original terms, related 
interest income (in thousands) would have approximated $32, $36 and $36 for 
1998, 1997 and 1996.  There are no loans on which the accrual of interest has
been reduced, or whose terms have been otherwise modified.

Loan origination fees and certain direct origination costs are capitalized.

4.  LOANS (continued)
    -----------------

    The Bank grants commercial and consumer loans to customers in Minden and 
    Shreveport, Louisiana and the surrounding area. Although the Bank has a 
    diversified loan portfolio, a substantial portion of loan repayment is 
    dependent upon the general business climate in Minden and Shreveport.

5.  BANK PREMISES AND EQUIPMENT
    ---------------------------

    Bank premises and equipment (in thousands) at December 31, 1998 and 1997 are
    summarized as follows:
                                        Estimated
                                        Useful Lives         1997     1996
                                                           ------   ------
      Land                                                $ 1,463    1,463
      Buildings and improvements         8-50 Years         3,615    3,107
      Furniture, fixtures and equipment  5-15 Years           880      725
      Vehicles                           3- 5 Years            32       28
                                                          -------   ------
                                                            5,990    5,323
      Less - accumulated depreciation                       1,823    1,661
                                                          -------   ------
        Bank premises and equipment                       $ 4,167    3,662
                                                          =======   ======

      Depreciation (in thousands) charged to operations in 1998, 1997 and 1996 
      amounted to $202, 232 and $193 respectively.

6.  INCOME TAXES
    ------------
    Federal income tax expense (in thousands) for December 31, 1998, 1997 and 
    1996 is as follows:
                                                1998    1997    1996
                                               -----    ----    ----
    Currently payable                        $ 2,719   2,393   1,932   
    Deferred (prepaid)                          (116)     (9)    141
                                             -------   -----   -----
         Income tax expense                    2,603   2,384   2,073   
                                             =======   =====   =====
    Federal statutory tax rate                  34.0%   34.0%   34.0%
    Tax-exempt income                           (3.6)   (3.6)   (3.8)
    Other - net                                   .9     1.5      .8      
                                             -------   -----   -----
         Effective tax rate                     31.3%   31.9%   31.0%
                                             =======   =====   =====

Included in other assets are deferred federal income taxes (in thousands) of 
$528 and $473 at December 31, 1998 and 1997. Cumulative undistributed earnings 
(in thousands) of the subsidiary Bank that have been recorded by the Company, 
and for which no income taxes have been accrued, amounted to approximately 
$36,065 at December 31, 1998. These earnings have been reinvested in the 
subsidiary Bank.
                    
    The deferred tax asset at December 31, 1998 and 1997 consists of the 
    following:
                                                            1997    1996
                                                            ----    ----
    Defered tax assets:                                     (in thousands
      Reserve for loan losses                              $ 834     891     
      ORE write downs                                          7      38      
                                                           -----    ----
                                                             841     929     
    Deferred tax liability:
      Discount on investments                               (113)   (317)
                                                           -----    ----
                                                             728     612     
      Net unrealized appreciation on securities AFS         (200)   (139)       
                                                           -----    ----
      Net deferred tax assets (based upon 34% tax rate)      528     473     
                                                           =====    ====
    Management has determined that no valuation allowance is necessary.

7.  UNDIVIDED PROFITS
    -----------------  
    At December 31, 1998 and 1997, the Bank's undivided profits were legally 
    available for dividends. The Bank is subject to various regulatory capital 
    requirements administered by federal banking agencies.  Failure to meet 
    minimum capital requirements can initiate certain mandatory, and possibly 
    additional discretionary actions by regulators that, if undertaken, could 
    have a direct material effect on the Bank's financial statements.  Under 
    capital adequacy guidelines and the regulatory framework for prompt cor-
    rective action, the Bank must meet specific capital guidelines that involve 
    quantitative measures of the Bank's assets, liabilities, and certain off-
    balance-sheet items as calculated under regulatory accounting practices.  
    The Bank's capital amounts and classification are also subject to qualita-
    tive judgments by the regulators about components, risk weightings, and 
    other factors.

    Quantitative measures established by regulation to ensure capital adequacy 
    require the Bank to maintain minimum amounts and ratios (set forth in the 
    table below) of total and Tier I capital (as defined in the regulations) to 
    risk-weighted assets (as defined), and of Tier I capital (as defined) to 
    average assets (as defined).  Management believes, as of December 31, 1998, 
    that  the Bank meets  all capital  adequacy requirements  to which it is 
    subject.

    As of December 31, 1998, the most recent notification from the Office of the
    Comptroller of the Currency categorized the Bank as well capitalized under 
    the regulatory framework for prompt corrective action.  To be categorized as
    well capitalized the Bank must maintain minimum total risk-based, Tier I 
    risk-based, and Tier I leverage ratios as set forth in the table.  There are
    no conditions or events since that notification that management believes has
    changed the institution's category.

    The Bank's actual capital amounts (in thousands) and ratios are also 
    presented in the table.

<TABLE>
<CAPTION>                                                                          
                                                                          To Be Well Capitalized
                                                                                Under Prompt
                                                       For Capital               Corrective
                                    Actual         Adequancy Purposes:       Action Provisions:
                               ---------------     -------------------   -----------------------
                                Amount   Ratio       Amount     Ratio         Amount       Ratio
                               -------   -----      -------     -----        -------       -----
<S>                            <C>      <C>       <C>         <C>           <C>          <C>
As of December 31,1998:                                                 
  Total Captial                                    >           >             >            >
   (to Risk Weighted Assets)   $34,357   22.1%     =$12,439    = 8.0%        = $15,549    =10.0%
  Tier 1 Captial                                   >           >             >            >
   (to Risk Weighted Assets)   $32,396   20.8%     = $6,219    = 4.0%        = $ 9,329    = 6.0%
   Tier 1 Captial                                  >           >             >            >
   (to Average Assets)         $32,396   10.1%     = $9,620    = 3.0%        = $16,033    = 5.0%
</TABLE>                                                           

8.  RELATED PARTY TRANSACTIONS
    --------------------------
    At December 31, 1998 and 1997, certain officers, directors, or companies in 
    which they have 10% or more beneficial ownership, were indebted to the Bank 
    in the aggregate amount (in thousands) of $11,068 and $8,453, respectively. 
    Deposits with the Bank from the above related parties amounted (in thou-
    sands) to $25,852 and$16,482 at December 31, 1998 and 1997.  Below is a
    summary of the loan activity for 1998 and 1997 (in thousands):
                                                            1998     1997
                                                          -------   ------
    Beginning balance                                       8,453   10,557   
    Additional borrowings                                   6,946    3,686   
    Repayments of borrowings                                4,331    5,790   
                                                          -------   ------
    Ending balance                                         11,068    8,453
                                                          =======   ======
    The Bank is included in a consolidated federal tax return and records its 
    liability to the parent, when applicable, for the tax benefits arising from 
    the parent operating loss.

9.  COMMITMENTS AND CONTINGENCIES
    -----------------------------
    There are outstanding commitments and contingent liabilities on which 
    management does not anticipate losses. They include, among other things, 
    commitments to extend credit and letters of credit undertaken in the normal 
    course of business. Outstanding letters of credit (in thousands) amounted to
    $2,452 at December 31, 1998 and $933 at December 31, 1997. These 
    commitments represent off-balance sheet risk to the Bank, with the 
    contractual notional amount representing the Bank's exposure to credit loss 
    in the event of nonperformance by the other party to the instruments. 
    Commitments to extend credit are agreements to lend to a customer as long as
    there is no violation of any condition established in the contract. They 
    generally have fixed expiration dates and require payment of a fee. Since 
    many commitments are expected to expire without being drawn upon, the total
    commitments do not represent future cash requirements. The Bank evaluates 
    each customer's credit worthiness on a case-by-case basis, and obtains 
    an amount of collateral it deems sufficient.

10. TIME DEPOSITS
    -------------
    Time deposits (in thousands) of $100,000 or more amounted to $35,785 at 
    December 31, 1998 and $28,507 at December 31, 1997. Maturities (in 
    thousands) over five years: $18,174 - 1999, $8,552 - 2000, $6,058 - 2001, 
    $1,782 - 2002, and $356 - 2003, and $863-thereafter.

11. ACQUISITION
    -----------
    The Bank completed its purchase of three branches of Hibernia National Bank 
    in Shreveport, Louisiana as of March 24, 1995. Total assets acquired were 
    approximately $35.4 million, consisting of (in millions) cash $13.7, loans 
    $20.6 and fixed assets $1.1. Liabilities acquired were approximately $37.5 
    million consisting of deposits (in millions) of $35.9 and other liabilities 
    of $1.6. The Bank paid approximately $2.1 million in excess of assets 
    acquired and this amount was allocated to deposit-based intangibles and is 
    being amortized over 15 years. Amortization (in thousands) included in the 
    income statement for 1998, 1997 and 1996 is $143 for each year.  The deposit
    base intangible net of amortization is included in other assets.

    The Bank  acquired  First  Federal  Savings  Bank  (FFSB)  in  Shreveport, 
    Louisiana. An agreement was signed on January 23, 1997 to acquire FFSB and 
    the purchase was completed in May 1997. FFSB had assets of $36.481 million 
    and liabilities of $33.051 million.

    The Bank paid $5,411,200 cash for FFSB and accounted for the transaction as 
    a purchase. The purchase price was $1,872,531 over book value.  The goodwill
    is included in other assets and is being amortized over 15 years.  Amort-
    ization (in thousands) included in the income statement for 1998 and 1997
    was $125 and $73.

12. FAIR VALUE OF FINANCIAL INSTRUMENTS
    -----------------------------------
    Statement of Financial Accounting Standards No. 107, Disclosures About Fair 
    Value of Financial Instruments (Statement 107), requires that the company 
    disclose estimated fair values for its financial instruments. Fair-value 
    estimates, methods, and assumptions are set forth below for its financial 
    instruments.
    a. INVESTMENT SECURITIES
       The fair value of investment securities, except certain agency and state 
       and municipal securities, is estimated based on bid prices published in 
       financial newspapers or bid quotations received from securities dealers. 
       The fair value of certain agency and state and municipal securities is 
       not  readily  available  through  market  sources  other  than  dealer 
       quotations, so fair value estimates are based on quoted market prices of 
       similar  instruments,  adjusted  for differences  between the quoted 
       instruments and the instruments being valued. The carrying value and 
       estimated fair value of investment securities at December 31, 1998 and 
       1997, are disclosed in Note 3.
 
12. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
    -----------------------------------------------
 
    b. LOANS
       Fair values are estimated for portfolios of loans that have similar 
       financial characteristics. Loans are segregated by type and maturity. 
       Each loan category is further segmented into fixed and adjustable rate 
       interest terms.
       
       The fair value of performing loans is calculated by discounting scheduled
       cash flows through the estimated maturity using estimated market discount
       rates that reflect  the credit and  interest rate risk  inherent in the 
       loan.  The estimate  of maturity is based  on the company's  historical 
       experience with repayments for each loan classification, modified, as 
       required, by an estimate of the effect of current economic and lending 
       conditions. For purposes of estimating fair value, loans with a remaining
       maturity of three months or less and adjustable rate loans are assumed to
       be carried at approximate fair value due to repricing at current market 
       rates.

       Fair value  for significant  nonperforming loans  is based  on recent 
       external appraisals. If appraisals are not available, estimated cash 
       flows are discounted using a rate commensurate with the risk associated 
       with the estimated cash flows. Assumptions regarding credit risk, cash 
       flows and discount rates are  judgmentally  determined  using  available
       market information and  specific borrower information.  The following 
       table presents information on loans (in thousands):
                                             
                                             1998                  1997
                                       ------------------   -------------------
                                        Book    Estimated    Book     Estimated
                                        Value     Fair       Value      Fair
                                       (Gross)    Value     (Gross)     Value
                                       ------------------   -------------------
       Loans                           140,320   142,034    136,889    137,352 
                                       ========  ========   ========   ========

    c. DEPOSIT LIABILITIES
       Under Statement 107, the fair value of deposits with no stated maturity, 
       such as noninterest-bearing demand deposits, savings, and interest-
       bearing transaction accounts is equal to the amount payable on demand 
       as of December 31, 1998 and 1997. The fair value of certificates of 
       deposit is based on the discounted value of contractual cash flows. 
       The discount rate is estimated using the rates currently offered for 
       deposits of similar remaining maturities. The following table presents 
       information on deposits (in thousands):
        
                                                   1998               1997
                                            -----------------  -----------------
                                                Estimated          Estimated
                                              Book      Fair     Book      Fair
                                              Value     Value    Value     Value
                                            -------   -------  -------   -------
       Noninterest-bearing demand            47,603    47,603   42,045    42,045
       Savings and interest-bearing demand   94,360    94,360   81,275    81,275
       Certificates of deposit              138,408   139,244  124,863   126,277
                                            -------   -------  -------   -------
                                            280,371   281,207  248,183   249,597
                                            =======   =======  =======   =======

    d. OTHER CATEGORIES OF FINANCIAL INSTRUMENTS
       The carrying amounts of cash and due from banks, federal funds sold, 
       accrued interest receivable and payable, securities sold under agreements
       to repurchase, note payable, and loan commitments approximate fair value 
       because of the short maturities or periodic repricing of these instru-
       ments.

    e. LIMITATIONS
       Fair value estimates are made at a specific point in time, based on rele-
       vant market information and information about the financial instrument. 
       These estimates do not reflect any premium or discount that could result 
       from offering for sale at one time the Company's entire holdings of par-
       ticular financial instruments. Because no market exists for a significant
       portion of the Company's financial instruments, fair-value estimates are 
       based on judgments regarding future expected loss experience, current 
       economic conditions, risk characteristics of various financial instru-
       ments, and other factors. These estimates are subjective in nature and 
       involve uncertainties and matters of significant judgment and therefore
12. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
    -----------------------------------------------

       cannot be determined with precision. Changes in assumptions could
       significantly affect the estimates.

    Fair value estimates are based on existing on-and off-balance sheet 
    financial instruments without attempting to estimate the value of 
    anticipated future business and the value of assets and liabilities that 
    are not considered financial instruments.

13. OTHER REAL ESTATE
    -----------------
    Other real estate owned represents property acquired through foreclosure 
    or deeded in lieu of foreclosure on loans on which the borrowers have 
    defaulted as to payment of principal and interest. Amounts are carried at 
    the lower of cost of acquisition or the asset's fair value less estimated 
    costs to sell. Reductions in the balance at the date of acquisition are 
    charged to the allowance for loan losses. Any subsequent write-downs to 
    reflect current fair value are charged to noninterest expense. There were 
    no allowances for possible write-downs at December 31, 1998 or 1997. The 
    Bank implemented FASB Statement No. 114, Accounting by Creditors for 
    Impairment of a Loan, in 1995. No significant change occurred due to this 
    pronouncement as impaired loans are deemed immaterial and no specific 
    reserve is allocated to them.

14. ADVERTISING
    -----------
    Advertising expense is expensed as incurred.  Advertising expense charged 
    to operations (in thousands) in 1998, 1997 and 1996 amounted to $126, $146 
    and $63, respectively.

15. YEAR 2000 DISCLOSURES
    ---------------------

    The Bank is subject to regulatory oversight in managing potential problems 
    related to Year 2000.  As a result of interagency guidance set forth by the
    Federal Financial Institutions Examination Council, it formulated a plan
    incorporating target dates for the completion of tasks related to each of 
    the major phases inherent in the Year 2000 project: awareness , assessment,
    renovation, validation and implemenation.  The Bank spent (in thousands)
    approximately $500 in 1998 to comply with its Year 2000 plan; it anticipates
    (in thousands) an additional $30 will be necessary to complete this project.
    As of December 31, 1998, the Bank was on schedule in meeting its target
    dates.    

                                    PART III
                                        
ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The information as to the Directors and  Executive Officers of the
Registrant is shown under the caption "Information Concerning Directors and
Nominees" on pages 3 through 6 of the Proxy Statement relating to the Annual
meeting of shareholders to be held on April 13, 1999, and is incorporated by
reference to this Report.

ITEM 10.  EXECUTIVE COMPENSATION

      The information set forth under the caption "Directors Fees" on page 7  of
the Proxy Statements relating to the Annual Meeting of Shareholders to be  held
on April 13, 1999, and the information set forth under the caption "Executive
Compensation" on pages 8 and 9 of such Proxy Statement is incorporated by
reference to this Report.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The information set forth under the caption "Voting Securities and
Principal Holders Thereof" on pages 2 and 3 of the Proxy Statement relating to
the Annual Meeting of Shareholders to be held on April 13, 1999, is incorporated
by reference to this Report.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The information set forth under the caption "Transactions and Relations
with Directors and Associates and Affiliates of Directors" on page 10 of the
Proxy Statement relating to the Annual meeting of Shareholders to be held on
April 13, 1999, is incorporated by reference to this Report.

                                     PART IV
                                        
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)  The exhibits listed below, as required by Item 601 of Regulation S-B,
have been filed or are being filed as a part of this Report.

        
        Exhibit
        Number      Exhibit
        
        3 (i)   Articles  of Incorporation as amended, of the Registrant,  filed
                on  August  14,  1996, at Exhibit 3(I) to Form  10-QSB  for  the
                quarterly  period  ended  June  30,  1996,  is  incorporated  by
                reference
        
        3 (ii)  By-Laws  of  the  Registrant filed on May 14, 1996,  at  Exhibit
                3(ii)  to  Form 10-QSB for the quarterly period ended March  31,
                1996, is incorporated by reference
        
        4 (i)   The  instrument(s)  defining the rights  of  holders  of  equity
                securities  of  the Registrant are the By-Laws listed  at  3(ii)
                above.
        
        21      List of Subsidiaries
        
        27      Financial Data Schedule
        
     (b)  Reports on Form 8-K

            None
        
                                   SIGNATURES
                                        
Pursuant  to  the requirements of Section 13 or 15(d) of the Securities  Act  of
1934,  the Registrant has duly caused this report to be signed on its behalf  by
the undersigned, thereunto duly authorized.

                                           MINDEN BANCSHARES, INC.
                                              (Registrant)

March 26, 1999                             Jack E. Byrd, Jr.
                                           Director,
                                           President and Chief
                                           Executive Officer
                                   

Pursuant  to  requirements of the Securities Act of 1934, this report  has  been
signed  below by the following persons on behalf of the Registrant  and  in  the
capacities and on the dates indicated:

       Harry E. McInnis, Jr.                    James D. Madden
       Director and                             Director
       Chairman of the Board                    March 26, 1999
       March 26, 1999
                                         							S. Douglas Madden
       R. Thad Andress                      				Director
       Director				                            	March 26, 1999
       March 26, 1999
       					                                   	John W. Montgomery
      	Don L. Brice    				                      Director
      	Director					                             March 26, 1999
      	March 26, 1999
							                                         Joe E. Ratcliff
      	Dr. Edward D. Brown			                  	Director
      	Director		                             		March 26, 1999
      	March 26, 1999
						                                         	R. E. Woodard, III
      	Dr. Gary G. Daniel	                   			Director
	      Director	                            				March 26, 1999
	      March 26, 1999				
							                                         Robert W. Hines, Jr.
      	Hal K. Jackson	                       			Vice President and
      	Director	                            				Chief Financial Officer
      	March 26, 1999	                       			March 26, 1999
	                        
                              
                             LIST OF SUBSIDIARIES
                                        
                                        
                                   EXHIBIT 21
                      Subsidiaries of Minden Bancshares, Inc.
 
                                                      State of
       Name                                         Incorporation

Minden Bank & Trust Company                            Louisiana

       Minden Bank & Trust Company, the only subsidiary of Minden Bancshares,
Inc. is a wholly-owned subsidiary.


                             FINANCIAL DATA SCHEDULE
                                        
                                        
                                   EXHIBIT 27