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, 1997

   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:  $22,493,000.

     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 10, 1998 - $22,860,432.

     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 10, 1998 - 280,511
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          40
Item 10.  Executive Compensation                                      40
Item 11.  Security Ownership of Certain Beneficial Owners and
                Management                                            40
Item 12.  Certain Relationships and Related Transactions              40

PART IV

Item 13.  Exhibits and Reports on Form 8-K                            41

Signatures                                                            42

                             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,
1997,  Minden  Bancshares  had,  on  a  consolidated  basis,  total  assets   of
$292,078,000, total deposits of $248,183,000 and total stockholders'  equity  of
$31,686,000.   The  principal executive offices of  Minden  Bancshares  and  its
wholly  owned  subsidiary  are  located at 401 Main  Street,  Minden,  Louisiana
71055.

     At  December 31, 1997, 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 four
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 five 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,  1997,  Minden Bank had total  assets  and  deposits  of
$292,078,000 and $248,236,000 respectively.

ACQUISITIONS

     On  March  24,  1995,  Minden Bank acquired three Hibernia  National  Bank
branches  in  Shreveport, Louisiana, described under "ITEM 2. PROPERTIES,"  with
assets totaling approximately $35,400,000 and liabilities totaling approximately
$37,500,000  with  the  excess  $2,100,000  of  liabilities  over  assets  being
allocated to deposit based intangibles.  The acquisition was accounted for under
the purchase method.

     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.  Recently,
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
announcement advised that regulatory approvals should be received and the
acquisition completed in September, 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 are at the annual
rate  of 0.01296% for 1997 and an 0.0648% under SAIF for 1997.  Minden Bank  had
$3,990,000 of SAIF deposits in 1996 and had $4,469,000 of SAIF deposits in the
1997 first quarter with the assessment increasing to $35,834,110 effective June
30, 1997 with the FFSB acquisiiton.  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,
                                            ------------------------
                                     1997     1996     1995     1994     1993
                                     ----     ----     ----     ----     ----
                                 (Dollars in thousands, except per share data)
Operations:
Interest Income                   $20,028   17,255   15,015   11,100   10,599
Interest Expense                    8,750    7,420    6,301    4,213    4,195
                                  -------   ------   ------   ------   ------
Net Interest Income                11,278    9,835    8,714    6,887    6,404
Provision for Loan Losses               _        _        _      270
                                  -------   ------   ------   ------   ------
Net Interest Income After
  Provision for Loan Losses        11,278    9,835    8,714    6,887    6,134
Noninterest Income                  2,465    2,208    1,804    1,128    1,353
Noninterest Expense                 6,278    5,359    5,233    3,740    3,721
                                  -------   ------   ------   ------   ------
Income Before Taxes                 7,465    6,684    5,285    4,275    3,766
Income Tax Expense                  2,384    2,073    1,617    1,336    1,214
                                  -------   ------   ------   ------   ------
Net Income                        $ 5,081    4,611    3,668    2,939    2,552
                                  =======   ======   ======   ======   ======
Per Share:
Earnings Per Share               $  18.11    16.43    13.07    10.43     8.84
Book Value at End of Period<F1>    112.96    98.15    85.55    67.74    66.07
Cash Dividends                       4.00     3.25     2.75     2.25     1.75
Total Shares Outstanding
  (thousands)                         281      281      281      281      283

Balances at End of Period:
Investment Securities            $124,916  105,231   88,525   90,057   86,417
Loans,
  net of unearned interest        136,889  115,346   99,381   66,225   57,728
Allowance for Possible
  Loan Losses                       3,603    3,306    3,397    3,395    3,354
Total Assets                      292,078  250,032  227,011  172,565  163,173
Deposits                          248,183  215,996  196,096  145,264  141,002
Stockholders' Equity               31,686   27,536   24,009   19,021   18,671


Average Balances:
Total Average Assets              277,084  241,234  210,199  169,353  163,207
Total Average Shareholders'
  Equity                           29,852   25,867   21,998   19,380   17,969

Ratios:
Return on Average Assets            1.83%    1.91%    1.75%    1.74%    1.56%
Return on Average Equity           17.02%   17.83%   16.67%   15.17%   14.20%
Average Stockholders' Equity
  to Average Assets                10.77%   10.72%   10.47%   11.44%   11.01%



<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
1997, 1996, 1995 and 1994 without including the unrealized gains and losses on
available for sale securities would have been $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,
                                                              ------------------------
                                                          1997                        1996
                                              --------------------------   -------------------------
                                               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>                      $128,612    12,353   9.60%    108,349   10,572   9.76%
  Investment Securities:
    Taxable (available for sale)                92,517     5,643   6.10%     80,624    4,774   5.92%
    Nontaxable (held to maturity)               14,964     1,062   7.10%     14,635    1,032   7.05%
                                              --------    ------            -------   ------
      Total investment securities              107,481     6,705   6.24%     95,259    5,806   6.09%
  Federal funds sold                            18,771     1,018   5.42%     20,387    1,069   5.24%
  Interest-bearing balances with
    other banks                                  5,279       247   4.68%      1,887       97   5.14%
                                              --------    ------            -------   ------
      Total earning assets                     260,143    20,323   7.81%    225,882   17,544   7.77%
Allowance for loan losses                       (3,509)                      (3,386)
Unrealized gain (loss) on available
  for sale securities                              108                           27
Cash and due from banks                         10,660                        9,992
Other assets                                     9,682                        8,719
                                              --------                      -------
Total Assets                                  $277,084                      241,234
                                              ========                      =======

Liabilities and Stockholders' Equity
Interest-bearing liabilities:
  Deposits:
    Demand                                    $ 26,097       645   2.47%     24,316      604   2.48%
    Savings                                     53,413     1,636   3.06%     49,802    1,522   3.06%
    Certificates of deposit less
      than $100,000 and other time
      deposits                                  91,075     4,752   5.22%     75,385    3,923   5.20%
    Certificates of deposit of
      $100,000 or more                          25,966     1,386   5.34%     20,442    1,077   5.27%
                                              --------    ------            -------   ------
      Total interest-bearing
        deposits                               196,551     8,419   4.28%    169,945    7,126   4.19%
Securities sold under agreements to
  repurchase                                     7,589       324   4.27%      6,300      279   4.43%
Notes payable                                       72         7   8.75%        162       15   9.26%
                                              --------    ------            -------   ------
      Total interest-bearing
        liabilities                            204,212     8,750   4.28%    176,407    7,420   4.21%
Noninterest-bearing demand deposits             41,137                       37,327
Other liabilities                                1,883                        1,633
Stockholders' equity                            29,852                       25,867
                                              --------                      -------
       Total liabilities and
         stockholders' equity                 $277,084                      241,234
                                              ========                      =======

Net interest income/net interest spread                   11,573   3.53%              10,124   3.56%
                                                                  =====                        =====

Net yield on earning assets                                        4.45%                       4.48%
                                                                  =====                       =====

Taxable equivalent adjustment:
  Nontaxable (held to maturity)
   investment securities                                     295                         289
                                                          ------                      ------
Net interest income                                       11,278                       9,835
                                                          ======                      ======

<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)        1997               1996
                                            -----------------------  -------------------   ----------------   ----------------
                                             1997-1996   1996-1995      1997    1996       Volume  Rate<F3>   Volume  Rate<F3>
                                             ---------   ---------      ----    ----       ------  --------   ------  --------
<S>                                           <C>         <C>         <C>     <C>         <C>       <C>      <C>       <C>
ASSETS
Earning Assets:
  Loans, net of
    unearned income                           $20,263      20,852      1,781   1,908       1,978     (197)    2,061     (153)
  Investment Securities:
    Taxable (available for sale)               11,893       2,842        870     181         704      166       165       16
    Nontaxable (held to maturity)                 329       2,231         29     147          23        6       159      (12)
                                             --------    --------     ------  ------      ------  -------    ------  -------
      Total investment securities              12,222       5,073        899     328         727      172       324        4
  Federal funds sold
  Interest-bearing balances with other banks   (1,616)      2,202        (51)     26         (85)      34       126     (100)
      Total earning assets                      3,392         239        150      21         174      (24)       11       10
                                             --------    --------     ------  ------      ------  -------    ------  -------
Allowance for loan losses                      34,261      28,366      2,779   2,283       2,794      (15)    2,522     (239)
                                             --------    --------     ------  ------      ------  -------    ------  -------
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                                    $ 1,781       2,642         41      61          44       (3)       66       (5)
    Savings                                     3,611       5,300        114     205         111        3       152       53
    Certificates of deposit
      less than $100,000
      and other time deposits                  15,690       8,653        829     674         816       13       419      255
    Certificates of deposit
      of $100,000 or more                       5,524       4,794        309     177         291       18       275      (98)
                                             --------    --------     ------  ------      ------  -------    ------  -------
      Total interest-bearing deposits          26,606      21,389      1,293   1,117       1,262       31       912      205
    Securities sold under agreements
      to repurchase                             1,289        (532)        45      11          57      (12)      (21)      32
    Notes payable                                 (90)        (90)        (8)     (9)         (8)       0        (8)      (1)
                                             --------    --------     ------  ------      ------  -------    ------  -------
      Total interest-bearing liabilities       27,805      20,767      1,330   1,119       1,311       19       883      236
                                             --------    --------     ------  ------      ------  -------    ------  -------
Noninterest-bearing demand deposits
Other liabilities
Stockholders' equity
      Total liabilities and
        stockholders' equity
Net increase in net earning assets            $ 6,456       7,599      1,449   1,164       1,483      (34)    1,639     (475)
                                            =========   =========     ======  ======      ======  =======   =======  =======
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,
                                               1997       1996       1995
                                           ----------  ---------  ---------
Held to Maturity:
 State and Political Subdivisions           $ 16,502     14,784     14,443
                                           ----------  ---------  ---------
Available for Sale:
 U.S. Treasury and Agency                    108,005     90,334     73,721
 Federal Reserve Bank Stock                    1,400      1,205      1,037
                                           ----------  ---------  ----------
                                             109,405     91,539     74,758
 Unrealized Gains (losses)                       409        113        361
                                           ----------  ---------  ----------
      Total Available for Sale Securities    109,814     91,652     75,119
                                           ----------  ---------  ----------
Total Investment Securities                $ 126,316    106,436     89,562
                                           ==========  =========  ==========


     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, 1997 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     $ 41,710      5.92%         459      8.08%        1,400       6.00%
Due after 1 year
     through 5 years     60,756      6.18%       5,879      7.15%            _          _
Due after 5 years
     through 10 years         -         -        7,929      7.48%            _          _
Due after 10 years        5,539      6.33%       2,235      7.20%            _          _
                       ----------  --------  -----------  --------    ----------    --------

Total                  $108,005      6.09%      16,502      7.35%        1,400       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,
                                                              1997         1996
                                                             ------       ------
Commercial, financial and agricultural loans               $ 33,673       31,567
Construction loans secured by real estate                     3,778        3,381
Other loans secured by real estate                           75,237       60,025
Installment and single payment loans                         22,186       18,143
Other loans                                                   2,178        2,368
                                                            -------      -------
         Total Loans                                       $137,052      115,484

Less: Unearned income                                           163          138
      Reserve for possible loan losses                        3,603        3,306
                                                            -------      -------
         Net Loans                                         $133,286      112,040
                                                           ========      =======

     The following table presents maturities and interest rate sensitivity with
respect to selected loan  categories as of December 31, 1997.  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                     $15,371      17,020       1,282      $33,673
Construction loans secured
   by real estate                     1,644       2,110          24        3,778
                                     ------      ------       -----       ------
Total                               $17,015      19,130       1,306      $37,451
                                    =======      ======       =====      =======

Loans due after one year:

   Having Predetermined Interest Rates                                   $16,302
   Having Floating Interest Rates                                          4,134
                                                                         -------
       Total                                                             $20,436
                                                                         =======
                        RISK ELEMENTS IN LOAN PORTFOLIO

     The following table sets forth the nonperforming assets at December 31,
1997 and December 31, 1996 (in thousands).
                                                     Years Ended December 31,
                                                       1997           1996
                                                      ------         ------
Nonaccrual (Impaired-Cash Basis) Loans                $  562         $  355
Past-Due Loans                                           587            510
Restructured Loans                                         0              0
                                                      ------         ------

Total Non-performing Loans                             1,149            865
Other Real Estate Loans                                  278            217
                                                      ------         ------
Total Non-performing Assets                           $1,427         $1,082
                                                      ======         ======

     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, 1997 these loans
totaled $71 thousand as compared to $501 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 0.41% of total loans at December 31, 1997 and 0.31% of total
loans at December 31, 1996.  Interest income on nonaccrual loans which would
have been reported on an accrual basis amounted to approximately $68,000 for the
year ended December 31, 1997 and $36,000 for the year ended December 31, 1996.
Interest income included cash basis interest of $108,000 in 1997 and $60,000 in
1996.  Cash basis interest provided increase of 2 basis points in the yield on
average loans for 1997 and 1996.  Interest income for 1997 did not include any
interest on restructured loans and 1996 included $4,000.

     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.
Other real estate currently includes former branch located at 324 Homer Road
which was closed January 4, 1995.  The former branch was capitalized at its
depreciated value and has subsequently been written down by $91 thousand.

                        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, 1997 and December 31, 1996:

                                                        Years Ended December 31,
                                                          1997            1996
                                                          ----            ----
                                                         (Amounts are in 000's)
Balance at beginning of period                          $3,306           3,397
  Charge-Offs-All Domestic
    Commercial, financial & agricultural                    42              78
    Real Estate - construction                              87              _
    Real Estate - mortgage                                  36              10
    Installment loans to individuals                       150             156
    Lease financing                                         -               -
    Foreign                                                 -               -
                                                        ------           -----
        Total                                              315             244
                                                        ------           -----
  Recoveries-All Domestic
    Commercial, financial & agricultural                    -               -
    Real Estate - construction                              -               -
    Real Estate - mortgage                                 294              85
    Installment loans to individuals                        65              68
    Lease financing                                         -               -
    Foreign                                                 -               -
                                                        ------           -----
        Total                                              359             153
                                                        ------           -----
  Net charge-offs (recoveries)                             (44)             91
  Additions charged to operations                           -               -
  Acquired in First Federal Savings Bank acquisition       253              -
  Balance at end of period                              $3,603           3,306
                                                        ======           =====
  Ratio of net charge-offs during the period
    to average loans outstanding during the period       (0.03%)          0.08%

     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 2.63% and 2.87% of
total loans at December 31, 1997 and 1996, 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
                                                 1997                1996
                                           ----------------    ---------------
                                                     (amounts are in 000's)
                                                   % of                  % of
                                                   Loans in            Loans in
                                           Amount  Category    Amount  Category
                                           ------  --------    ------  --------
Commercial, financial
  and agricultural                         $  901     25%         893     27%
Construction loans
  secured by real estate                       72      2%          99      3%
Other loans secured by
  real estate                               1,982     55%       1,719     52%
Installment and single payment                576     16%         529     16%
Foreign                                         _      _            _      _
Other                                          72      2%          66      2%
                                           ------    ----       -----    ----
Total                                      $3,603    100%       3,306    100%
                                           ======    ====       =====    ====

                        OTHER INTEREST-BEARING ASSETS
                        -----------------------------

     There were no other "nonperforming interest-bearing assets" held by Minden
Bank at December 31, 1997 or 1996.

             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,
                                                          1997           1996
                                                       ---------      ---------
Noninterest-bearing demand deposits                    $ 41,137         37,327
Rate Paid                                                     0%             0%
Interest-bearing demand deposits                       $ 26,097         24,316
Rate Paid                                                  2.47%          2.48%
Savings Deposits                                       $ 53,413         49,802
Rate Paid                                                  3.06%          3.06%
Time Deposits                                          $117,041         95,827
Rate Paid                                                  5.24%          5.22%
Total interest-bearing deposits                        $196,551        169,945
Total deposits                                         $237,688        207,272
Average Rate Paid                                          3.54%          3.44%


        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
                                                           1997          Rate
                                                       -----------     -------
3 months or less                                         $17,026         5.37%
Over 3 months through 12 months                            9,072         5.33%
Over 12 months                                             2,409         5.63%
                                                         -------        ------

Total outstanding                                        $28,507         5.38%
                                                         =======        ======
                        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,
                                                          1997           1996
                                                        -----------  -----------
                                                            (amounts in 000's)
Net Income                                              $  5,081       $  4,611
Average Assets                                           277,084        241,234
Average Equity                                            29,852         25,867
Return on Average Assets                                    1.83%          1.91%
Return on Average Equity                                   17.02%         17.83%
Dividend Payment Ratio                                     22.08%         19.77%
Average Equity to Average
   Assets Ratio                                            10.77%         10.72%

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 7, 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 1996, there was one
transfer for 200 shares for which no price was reported.  During the second
quarter of 1996, there were five transfers totaling 811 shares of which the
price of one transfer of 94 shares for which price was reported of $76.00.
There was one transfer in the third quarter of 1996 of 147 shares at a reported
price of $85.00.  There was one transfer in the fourth quarter of 1996 of 316
shares for which no price was reported.  Minden Bancshares purchased into
Treasury 31 shares from one shareholder for $76.00 in the second quarter, 1996
and 78 shares from one shareholder for $80.00 in the third quarter 1996.  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 transfers 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.

     Minden Bancshares declared and paid semi-annual dividends during 1997 and
1996 as listed.

                   1997    1996
                  -----   -----
First half        $ .75   $ .65
Second half        3.25    2.60
                  -----   -----
   Totals         $4.00   $3.25
                  =====   =====

     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, 1997, 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, 1997, Minden Bancshares ROA was 1.83% compared to 1.91% for the
year ended December 31, 1996 and 1.75% for the year ended December 31, 1995.
ROE, a measure of the effective use of shareholders' investment, was 17.02% in
1997, compared to 17.83% in 1996 and 16.67% in 1995. Minden Bancshares' results
for both ROE and ROA for the years 1997, 1996 and 1995 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, 1997, 1996 and 1995:

                                                        Years Ended December 31,
                                                        ------------------------
                                                          1997    1996    1995
Net Interest Margin - Tax Equivalent                      4.45%   4.48%   4.53%
Net Interest Spread - Tax Equivalent                      3.53%   3.56%   3.68%

     The decrease in Minden Bank's net interest margin for the period ended
December 31, 1997 is due to lower net interest margin of FFSB being consolidated
into Minden Bank and Minden Brancshares. The decrease in Minden Bank's net in-
terest margin for the period ended December 31, 1996 was due to decrease in
overall interest rates.

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

     Minden Bancshares' net income increased in each of its last three years.
Net income for Minden Bancshares was $5,081,000 for the year ended December 31,
1997, an increase of $470,000 or 10.19% over net income of $4,661,000 in 1996
which increased by $943,000 or 25.71% over net income for 1995. The increase in
1997 net income of 10.19% over 1996 is attributable to the acquisition of FFSB
along with continued deposit growth.  The increase in 1996 net income of 25.71%
over 1995 is due to an entire year's operation on the three Shreveport branches
accompanied by increased loan and deposit growth.
     The following is a comparison of per share earnings of Minden Bancshares
for the years ended December 31, 1997, 1996 and 1995 which reflects the change
in net income:

                                                    12 Months Ended December 31,
                                                       1997     1996     1995
                                                       -----    -----    -----
Earnings Per Share:                                   $18.11   $16.43   $13.07

                        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. During 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.  In-
terest income on investment securities increased 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.
     In 1996, tax equivalent net interest income of Minden Bancshares was
$10,124,000, an increase of $1,164,000 or 12.99% over the previous year of 1995.
The increase of 12.99% in net interest income for 1996 when compared to the
prior year was attributable to an entire year's operation of the three Shreve-
port branches acquired March 24, 1995 along with increased loan demand and
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 1997 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 approximate-
ly 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 de-
creased 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.
     During 1996, average earning assets increased $28,366,000 or 14.36% when
compared to average earning assets of approximately $197,516,000 for the prior
year. Average interest-bearing liabilities increased $20,767,000 or 13.34%
during 1996 when compared to average interest-bearing liabilities of
$155,640,000 for 1995. Net interest margin decreased to 4.48% for 1996 when
compared to net interest margin of 4.53% for 1995. The decrease in net interest
margin during 1996 was mainly from lower interest rates.
     Management anticipates that the net interest margin for 1998 will compare
with 1997 or increase slightly.

                                 EARNING ASSETS
                                 --------------

     Average assets at Minden Bancshares increased during each of the last three
fiscal years. During 1997, average assets increased $35,850,000 or 14.86% over
1996. In 1996, average assets increased $31,035,000 or 14.76% over 1995.
     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. In 1997,
average earning assets of Minden Bancshares increased $34,261,000 or 15.17%
over 1996. During 1996, average earning assets increased by $28,366,000 or
14.36% over average earning assets in 1995.
     Consolidated average earning assets of Minden Bancshares increased in 1997
by $34,261,000. 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 entire increase of $28,366,000 for 1996 over 1995
was from increased loan demand.  The following table summarizes loan activities
for the periods indicated:
                                                For The Years Ended December 31,
                                                  1997        1996        1995
                                                -------      ------      ------
                                                       (dollars in 000's)
Average Loans                                   $128,612     108,349     87,497
Dollar Change                                     20,263      20,852     26,376
Percent Change                                     18.70%      23.83%     43.15%

Interest                                        $ 12,353      10,572      8,664
Dollar Change                                      1,781       1,908      2,819
Percent Change                                     16.85%      22.02%     48.23%

Yield                                               9.60%       9.76%      9.90%
Change                                             (0.16%)     (0.14%)     0.34%

     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 1997 and 1996. As Minden Bank's
average earning assets increased significantly in 1997 and 1996, 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 1997 and 1996.
     The following table summarizes investment activities for the periods
indicated:
                                                For The Years Ended December 31,
                                                    1997      1996      1995
                                                  --------  --------  --------
                                                       (dollars in 000's)
Investment Securities
  (Average Balances at Amortized Cost)
U.S. Treasury & Other                             $ 34,979    42,345    45,372
U.S. Government Agencies                            57,538    38,279    32,410
State and Political Subdivisions                    14,964    14,635    12,404
                                                  --------   -------   -------
Total                                             $107,481    95,259    90,186
                                                  ========    ======    ======
Dollar Increase (decrease)                        $ 12,222     5,073      (648)
Percent Increase (decrease)                          12.83%     5.63%    (0.71%)
Interest Income
U.S. Treasury & Other                             $  2,198     2,654     2,675
U.S. Government Agencies                             3,445     2,120     1,918
State and Political Subdivisions                       767       743       639
                                                  --------    ------    ------
Total                                             $  6,410     5,517     5,232
                                                  ========    ======    ======

    Federal funds sold, another major component of average earning assets, de-
creased to $18,771,000 or 7.93% in 1997 from $20,387,000 for the prior year. The
yield on federal funds sold increased to 5.42% for 1997 from 5.24% for the prior
year.

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

     Average noninterest-bearing deposits increased to $41,137,000 in 1997, an
increase of $3,810,000 or 10.21% over the prior year. In 1997, average interest-
bearing deposits increased to $196,551,000, a $26,606,000 or 15.66% increase
over the prior year. Of the $26,606,000 increase in average interest-bearing
deposits in 1997 over 1996, $17,638,000 was attributable to the FFSB acquisition
while only $160,000 of the noninterest-bearing liabilities was attributable.
     The following table reflects average interest-bearing deposit activities
for the periods indicated:
                                                For the Years Ended December 31,
                                                  1997       1996       1995
                                                -------    -------     -------
                                                      (dollars in 000's)
Average Interest-Bearing Demand                $ 26,097     24,316      21,674
Dollar Change                                     1,781      2,642       4,260
Percent Change                                     7.32%     12.19%      24.46%

Interest Expense                               $    645        604         543
Dollar Change                                        41         61         109
Percent Change                                     6.79%     11.23%      25.12%

Yield                                              2.48%      2.48%       2.50%
Change                                             0.00%     (0.02%)      0.01%

Average Savings Deposits                       $ 53,413     49,806      44,502
Dollar Change                                     3,607      5,304       7,146
Percent Change                                     7.24%     11.92%      19.13%

Interest Expense                               $  1,636      1,522       1,317
Dollar Change                                       114        205         354
Percent Change                                     7.49%     15.57%      36.76%

Yield                                              3.06%      3.06%       2.95%
Change                                             0.00%      0.11%       0.37%

Average Other Time Deposits                    $117,041     95,827      82,380
Dollar Change                                    21,214     13,447      14,828
Percent Change                                    22.14%     16.32%      21.95%

Interest Expense                               $  6,138      5,000       4,149
Dollar Change                                     1,138        851       1,487
Percent Change                                    22.76%     20.51%      55.86%

Yield                                             5.24%       5.22%       5.04%
Change                                            0.02%       0.18%       1.10%

                        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 1997 or 1996. 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.  Management was of the belief that no
provision for 1997 was needed although loans had increased by $21,543,000 to
$136,889,000 from $115,346,000 at December 31, 1996. The reserve for loan losses
was $3,603,000 or 2.63% of total loans outstanding as of December 31, 1997 com-
pared to $3,306,000 or 2.87% of total loans outstanding as of December 31, 1996.

     The net loan charge-offs in 1996 were $91,000 as compared to net loan re-
coveries in 1995 of $2,000. Net charge-offs as a percentage of average loans for
1996 was 0.08% as compared to net recoveries of 0.00% for 1995. The net loans
outstanding at December 31, 1996 increased by $15,965,000 to $115,346,000 when
compared to net loans outstanding at December 31, 1995 of $99,381,000. The
reserve for possible loan losses at December 31, 1996 decreased by $91,000 to
$3,306,000 when compared to December 31, 1995.

     The following table summarizes provision and allowance activities for the
periods indicated:
                                                For the Years Ended December 31,
                                                   1997       1996       1995
                                                 -------    -------    -------
                                                       (dollars in 000's)
Loans, Net                                      $136,889    115,346     99,381
Allowance for Possible Loan Losses                 3,603      3,306      3,397
Percent of Loans                                    2.63%      2.87%      3.42%
Provision for Possible Loan Losses              $      0          0          0
Net Charge-Offs (recoveries)                        (297)        91         (2)
Percent of Average Loans                           (0.22%)     0.08%     (0.00%)

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

     Noninterest income consists primarily of service charges, trust department
fees and other fees and commissions. 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 and service release
fees on home mortgage loans originating at the Youree Drive Branch (formerly
First Federal savings Bank) and gain on sale of investment securities was re-
flected in the amount of $81,000.  During 1996, noninterest income increased by
$404,000 to $2,208,000 or 22.39% from 1995. The increase in noninterest income
of $404,000 for 1996 was due primarily to increased fees for services provided.

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

     This category of expense includes salaries, employee benefits, occupancy
expense, furniture and equipment expense and other expenses. Total noninterest
expenses (total operating 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 acquisition
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 adver-
tising during 1997 as compared to $63,000 for 1996.
     Total operating expenses for 1996 were $5,359,000 an increase of $126,000
or 2.41% when compared to total operating expenses for 1995. The increase in
total operating expenses in 1996 as compared to 1995 was attributable to an
entire year's operation of the three Shreveport branches acquired in 1995.

                                    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  54.11%  during  1997
compared  to 52.27% in 1996 and 48.66% in 1995. Average federal funds sold  were
$18,771,000,  $20,387,000 and $18,185,000, respectively  during  1997,  1996 and
1995.  Additionally, at December 31, 1997, Minden Bank had investment securities
with  an  amortized cost of $125,909,000, of which $51,186,000 or 40.65%  mature
within  one  year, $62,554,000 or 49.68% mature within two to  five  years,  and
$12,169,000 or 9.67% 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, 1997:
<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                             $  50,058     12,263      17,767     56,801   $ 136,889
Securities available for sale        24,221     15,906      12,382     58,115     109,814
Securities held to maturity             340        110           -     16,052      16,502
All other                            10,536          _           _          _      10,536
                                  ----------   --------   ---------   --------  ----------
Total Earning Assets               $ 85,155     27,469      30,149    130,968   $ 273,741
                                  ----------   --------   ---------   --------  ----------
Funding Sources:

Time deposits                      $ 46,612      26,080     32,292     19,879    $124,863
Other interest-bearing deposits      81,275           _          _          _      81,275
Securities sold under agreements
     to repurchase                    6,297          20      1,842      2,650      10,809
Noninterest-bearing sources               _           _          _     56,794      56,794
                                  ----------   ---------   --------   --------  ----------
Total Funding Sources             $ 134,184      26,100     34,134     79,323   $ 273,741
                                  ----------   ---------   --------   --------  ----------

Gap Summary:
Periodic  net  earning  assets    $ (49,029)      1,369     (3,985)    51,645   $        _
                                  ----------   ---------   --------   --------  ----------
Cumulative  net  earning  assets  $ (49,029)    (47,660)   (51,645)         -   $        -
                                  ==========   ==========  ========   ========  ==========
Periodic net earning assets/
     Total earning assets            (17.91%)       0.50%    (1.46%)    18.87%           _
Cumulative ratio of earning assets
     to interest-bearing liabilities (17.91%)     (17.41%)  (18.87%)        _            -
</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, 1997, Minden Bancshares' Tier 1 capital ratio was 19.90% and its
total risk based capital ratio was 21.17% 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, 1997, Minden Bancshares' Leverage Ratio was 9.59%. 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
                        --------------------------------
     In February of 1997, the Financial Accounting Standards Board (FASB) issued
SFAS 128, Earnings per Share, effective for financial statements for both in-
terim and annual periods ending after December 15, 1997.  SFAS 128 provides for
revised calculation of earnings per share to compare with current international
reporting and provides for computation of earnings per share from continuing
operations and earnings per share of net income along with disclosures of the
respective computations.  Since the Company is of simple capital structure with
only one class of common stock outstanding, management does not anticipate any
material impact by SFAS 128 in the calculation of the respective earnings per
share computation and disclosures.

     In February of 1997, the Financial Accounting Standards Board (FASB) issued
SFAS 129,  Disclosure of Information about  Capital Structure,  effective for
financial  statements  for periods  ending after  December 15, 1997.  SFAS 129
provides for  the presentation in summary  form within an  entity's financial
statements, the pertinent rights and privileges of the various securities out-
standing and the disclosure within its financial statements of the number of
shares issued upon conversion, exercise or satisfaction of required conditions
during at least the most recent annual fiscal period and any subsequent interim
period presented.  Since this SFAS pertains only to the disclosure of required
information,  it should  not  have any  financial  impact  on the  Company's
operations.

     In June of 1997, the Financial Accounting Standards Board (FASB) issued
SFAS 130,Reporting Comprehensive Income, effective for fiscal years beginning
after December 15, 1997.  SFAS 130 discusses how to report and display compre-
dhensive income and its components.  Comprehensive income is defined as "the
change in equity [net assets] of a business enterprise during a period from
transactions and other events and circumstances from non owner sources.  It
includes all changes in equity during a period except those resulting from
investments by owners and distributions to owners."  This statement divides
comprehensive income into net income and other comprehensive income.  The only
item that management anticipates that will be included in other comprehensive
income will be the net unrealized gain or loss on investment securities class-
ified as "available for sale,"  therefore there should be no material impact by
this SFAS on operations or financial statements.

     In June of 1997, the Financial Accounting Standards Board (FASB) issued
SFAS 131, Disclosures about Segments of an Enterprise and Related Information,
effective for fiscal years beginning after December 15, 1997.  SFAS 131 requires
that public business enterprises report certain information about operating
segments in complete sets of financial statements of the enterprise and in
condensed financial statements of interim periods issued to shareholders.  It
also requires that public business enterprises report certain information about
their products and services, the geographic areas in which they operate, and
their major customers.  At the current time, the Company does not meet the
additional reporting requirements of this SFAS.

                                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 has 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 will
identify the areas which may be affected by the "Year 2000," and will address
all issues and will make any necessary recommendations to the Board of Directors
for approval.

    The EDP Steering Committee has researched the need to upgrade the Bank's
"Mainframe" computer and software and has made recommendations to the Board of
Directors, which has approved the acquisition.  The scheduling for installation
of the new computer system and software is in process and installation should be
completed in the fourth quarter, 1998 or first quarter, 1999.  All personal com-
puters in service by the Bank are being tested, and necessary upgrades are being
ordered and installed.  There are some computer networks with which the Bank
communicates that have advised that their upgrades to meet the "Year 2000" re-
quirements will not be in place until the first quarter, 1999.

    Under  the Bank's "Year 2000 Policy," all computer systems and electronic
date sensitive devices are to be tested, with necessary upgrades made, and cer-
tified as to their "Year 2000" readiness by the end of the first quarter, 1999.

ITEM 7.   FINANCIAL STATEMENTS

                                 January 8, 1998


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, 1997 and 1996, and the
related consolidated statements of income, changes in stockholders' equity, and
cash flows for each of the three years in the period ended December 31, 1997.
These 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, 1997 and 1996, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.


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


                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 1997 and 1996


          ASSETS                                 1997              1996
          ------                                 ----              ----
                                   (in thousands, except per share data)
Cash and cash equivalents:
 Cash and due from banks - Note 2            $ 17,196            14,907
 Federal funds sold                             4,500             8,500
                                             ---------         ---------
                                               21,696            23,407
Investment securities - Note 3
 Securities available for sale                108,414            90,447
 Securities held to maturity                   16,502            14,784
                                             ---------         ---------
                                              124,916           105,231

Federal Reserve Bank and FHLB stock             1,400             1,205
Loans, less allowance for loan losses
   of $3,603 and $3,306 - Notes 4 and 8       133,286           112,040

Accrued interest receivable                     2,642             2,178
Bank premises and equipment - Note 5            3,662             3,093
Real estate owned
  other than bank premises - Note 14              278               217
Other Assets - Notes 6 and 12                   4,198             2,661
                                             ---------         ---------
TOTAL ASSETS                                 $292,078           250,032
                                             =========         =========
    LIABILITIES AND STOCKHOLDERS' EQUITY
    ------------------------------------
LIABILITIES:
 Deposits:
  Noninterest bearing                        $ 42,045            38,197
  Interest bearing - Note 11                  206,138           177,799
                                             ---------         ---------
     Total Deposits                           248,183           215,996

 Securities sold under
   repurchase agreement                        10,809             5,418
 Accrued interest payable                         986               860
 Other liabilities                                414               132
 Note payable - Note 10                             0                90
                                             ---------         ---------
     Total Liabilities                        260,392           222,496

STOCKHOLDERS' EQUITY:
 Common stock, par value $2.50 per share;
    500,000 shares authorized;
    309,816 shares issued;
    280,511 and 280,549 shares
    outstanding, respectively                     775               775
 Additional paid-in capital                    11,205            11,205
 Undivided profits - Note 7                    20,737            16,778
 Treasury stock-at cost-shares
   29,305-1997 and 29,267-1996                 (1,300)           (1,297)
 Net unrealized appreciation on
    AFS securities net of taxes
   of $139-1997 and $39-1996                      269                75
                                             ---------         ---------
        Total Stockholders' Equity             31,686            27,536
                                             ---------         ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY   $292,078           250,032
                                             =========         =========

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

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                        December 31, 1997, 1996 and 1995


                                          1997      1996      1995
                                          ----      ----      ----
                             (in thousands, except per share data)
INTEREST INCOME:
 Interest and fees on loans           $ 12,353    10,572     8,664
 Investment securities:
  Taxable                                5,563     4,704     4,539
  Tax-exempt                               767       743       639
 Federal funds sold                      1,018     1,069     1,043
 Federal Reserve stock and other           327       167       130
                                       --------  --------  --------
     Total interest income              20,028    17,255    15,015

INTEREST EXPENSE:
 Deposits                                8,419     7,126     6,009
 Securities sold under
   repurchase agreement and other          331       294       292
                                       --------  --------  --------
     Total interest expense              8,750     7,420     6,301
                                       --------  --------  --------
     Net interest income                11,278     9,835     8,714
 Provision for loan losses - Note 4          -         -         -
                                       --------  --------  --------
     Net interest income after
       provision for loan losses        11,278     9,835     8,714
                                       --------  --------  --------
OTHER INCOME:
 Service charges                         1,798     1,574     1,367
 Insurance commissions                     292       300       189
 Gain (loss) on investment securities       81         -         -
 Other operating income                    294       334       248
                                       --------  --------  --------
     Total other income                  2,465     2,208     1,804

OPERATING EXPENSES:
 Salaries and employee benefits          3,087     2,785     2,489
 Occupancy expense                         550       491       363
 Amortization                              216       143       110
 Writedown on real estate owned
   other than bank premises                  -         -        91
 FDIC insurance                             42        (6)      241
 Stationery, supplies and printing         501       518       596
 Data processing fees                      138       120       210
 Capital stock tax                         367       251       129
 Other operating expenses                1,377     1,057     1,004
                                       --------  --------  --------
     Total operating expenses            6,278     5,359     5,233
                                       --------  --------  --------
INCOME BEFORE INCOME TAXES               7,465     6,684     5,285

INCOME TAXES - NOTE 6                    2,384     2,073     1,617
                                       --------  --------  --------
NET INCOME                             $ 5,081     4,611     3,668
                                       ========  ========  ========
EARNINGS PER SHARE                     $ 18.11     16.43     13.07
                                       ========  ========  ========

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, 1997, 1996 and 1995

<TABLE>
<CAPTION>
                                                                                                     Net
                                                                                                  Unrealized
                                                                                                 Appreciation
                                       Total                Additional                          (Depreciation)
                                   Stockholders'  Common     Paid-In     Undivided   Treasury        AFS
                                      Equity       Stock     Capital      Profits     Stock       Securities
                                   -------------  -------   ----------   ---------   --------   --------------
                                                    (in thousands, except per share data)
<S>                                   <C>           <C>      <C>         <C>         <C>            <C>
Balance at December 31, 1994         $ 19,021        775      11,205      10,182      (1,279)        (1,862)
----------------------------
Net income                              3,668         --          --       3,668          --             --

Cash dividends paid                      (772)        --          --        (772)         --             --

Purchase of 156 shares
 common stock                              (9)        --          --          --          (9)            --

Change in unrealized appreciation
 on AFS securities, net of taxes
 of $1,082                              2,101         --          --          --          --          2,101
                                   -------------  -------   ----------   ---------   --------   --------------
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 appreciation
 on AFS 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 appreciation
 on AFS securities, net of taxes
 of $100                                  194         --          --          --          --            194
                                   -------------  -------    ----------   ---------  --------   --------------
Balance at December 31, 1997         $ 31,686        775      11,205      20,737      (1,300)           269
----------------------------       =============  =======    ==========   =========  ========   ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        December 31, 1997, 1996 and 1995


                                                         1997     1996     1995
                                                     --------- -------- --------
                                           (in thousands, except per share data)
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                          $  5,081    4,611    3,668
 Adjustments to reconcile net income to net cash
  provided by operating activities:
   Depreciation and amortization                          482      405      324
   Writedown on real estate owned
     other than bank premises                               -        -       91
   (Gain) loss on investment securities                   (81)       -        -
   (Gain) on sale of real estate owned other than
       bank premises                                        -      (42)     (13)
   (Increase) decrease in accrued interest receivable    (464)     150      (84)
   Decrease in other assets                                87       69      262
   Increase in accrued interest payable                   126       73      293
   Increase (decrease) in other liabilities               282       (5)      59
                                                     --------- -------- --------
   Total adjustments                                      432      650      932
                                                     --------- -------- --------
   Net cash provided by operating activities            5,513    5,261    4,600

CASH FLOWS FROM INVESTING ACTIVITIES:
 Proceeds from AFS securities-maturities               90,068   22,515   15,376
 Proceeds from HTM securities                             518      183      410
 Purchase of investment securities and
  Federal Reserve Bank stock - Note 3                (110,466) (39,324) (11,238)
 Proceeds from sales of real estate owned
  other than bank premises                                150      285      192
 Purchase of equipment                                   (801)     (88)  (1,107)
 Purchase of goodwill                                  (1,873)       -        -
 Cost of deposit base intangibles - Note 12                 -        -   (2,146)
 Net (increase) in loans - Note 12                    (21,183) (16,552) (33,449)
                                                     --------- -------- --------
   Net cash (used) by investing activities            (43,587) (32,981) (31,962)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Dividends paid                                        (1,122)    (911)    (772)
 Net increase in noninterest-bearing deposits
  - Note 12                                             3,848    2,499   12,531
 Net increase in interest-bearing deposits
  - Note 12                                            28,339   17,401   38,301
 Net increase (decrease) in securities sold
  under repurchase agreement                            5,391     (384)  (1,636)
 Payments on note payable                                 (90)     (90)     (90)
 Purchase of 38, 109, and 156 shares treasury stock        (3)      (9)      (9)
                                                     --------- -------- --------
   Net cash provided by financing activities           36,363   18,506   48,325
                                                     --------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   (1,711)  (9,214)  20,963

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR         23,407   32,621   11,658
                                                     --------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR             $ 21,696   23,407   32,621
                                                     ========= ======== ========
CASH PAYMENTS:
 Interest                                            $  8,624    7,347    6,008
                                                     ========= ======== ========
 Income taxes                                        $  2,270    1,933    1,531
                                                     ========= ======== ========

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

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1997, 1996 and 1995


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 1997, 1996 or 1995.

       Unrealized holding gains and losses, net of tax, on securities available
       for sale are reported as a net amount in a separate component of stock-
       holders' equity until realized.

       Gains and losses on the sale of securities available for sale are
       determined using the specific-identification method.

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1997, 1996 and 1995
                                  (continued)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
    ------------------------------------------------------

    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 dicretionary contribution for the year.  Prior to 1997, the Bank
       contributed to each eligible employee's individial retirement account
       under it's simplified employees pension program.  The percentage of
       contribution to the 401 (k) Plan for 1997 and the employer SEP for 1996
       and 1995 were set by the Board of Directors at 6%.  Contributions for
       1997, 1996, and 1995 (in thousands) to the respective plans amounted to
       approximately $130, $115 and  $107

    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 280,527 in 1997, 280,623 in 1996, and 280,691 in 1995.  The
       dilutive effect of FASB No. 128 is considered immaterial (less than 3
       cents per share) and thus not presented.

                      MINDEN BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1997, 1996 and 1995
                                  (continued)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
    ------------------------------------------------------
    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, 1997 and 1996
    was $2,133 and $1,859.

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, 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
                                   =========   ==========   ==========  ========
Securities available for sale -
December 31, 1996 -
U.S. Treasury                        39,539         347           45     39,841
U.S. Government agency securities    50,795         100          289     50,606
                                   ---------   ----------   ----------  --------
                                     90,334         447          334     90,447
                                   =========   ==========   ==========  ========
Securities to be held to maturity -
December 31, 1996 -
State and municipal securities       14,784         203           72     14,915
                                   =========   ==========   ==========  ========


Assets, principally securities, carried at approximately (in thousands) $51,794
at December 31, 1997 and $41,234 at December 31, 1996 were pledged to secure
public deposits and for other purposes required or permitted by law.


Gross purchases (in thousands), of securities for 1997, 1996 and 1995 are
detailed below.
                                                     1997       1996       1995
                                                 --------   --------   --------
PURCHASES:
Purchases of available for sale securities        108,035     38,632      7,593
Purchase of Federal Reserve Bank stock                195        168        167
Purchases of held to maturity securities            2,236        524      3,478
                                                 --------   --------   --------
Total                                             110,466     39,324     11,238
                                                 ========   ========   ========

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 recognized on
the maturities and call of bonds held to maturity in 1997, 1996 and 1995.


                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1997, 1996 and 1995
                                  (continued)

3.  INVESTMENT SECURITIES (continued)
    ---------------------------------

    The scheduled maturities (in thousands) of securities to be held to
    maturity and securities available for sale at December 31, 1997 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                     459     461        41,710   41,756
Due from one year to five years           5,879   6,022        60,756   61,048
Due from five to ten years                7,929   8,209             -        -
Due after ten years                       2,235   2,249         5,539    5,610
                                       --------- -------     --------- --------
                                         16,502  16,941       108,005  108,414
                                       ========= =======     ========= ========

4.  LOANS
    -----
Loans (in thousands) at December 31, 1997 and 1996 consisted of the following:

                                                               1997       1996
                                                            ---------   --------
Commercial, financial and agricultural                      $ 33,673     31,567
Real estate - construction                                     3,778      3,381
Real estate - mortgage                                        75,237     60,025
Installment - individuals                                     22,186     18,143
Other                                                          2,178      2,368
                                                            ---------   --------
                                                              137,052    115,484
Unearned discount                                               (163)      (138)
                                                            ---------   --------
                                                             136,889    115,346
Allowance for loan losses                                     (3,603)    (3,306)
                                                            ---------   --------
                                                            $133,286    112,040
                                                            =========   ========

Changes in the allowance for loan losses (in thousands) are summarized as
follows:
                                                       1997      1996      1995
                                                    --------  --------  --------
Beginning balance                                   $ 3,306     3,397     3,395
Provision charged to operations                           -         -         -
Loans charged off                                      (315)     (244)     (180)
Recoveries                                              612       153       182
                                                    --------  --------  --------
Ending balance                                      $ 3,603     3,306     3,397
                                                    ========  ========  ========

Commitments to fund loans at December 31, 1997, 1996 and 1995 (in thousands)
amounted to approximately $24,523-1997, $17,432-1996, $19,045-1995.  Loans on
which the accrual of interest has been discontinued amounted (in thousands) to
approximately $547, $346 and $403 at December 31, 1997, 1996 and 1995.  Had
these loans been current in accordance with their original terms, related
interest income (in thousands) would have approximated $68, $36 and $48 for
1997, 1996 and 1995.  Loans on which the accrual of interest has been reduced,
or whose terms have been otherwise modified, amounted (in thousands) to
approximately $-0-, $-0- and $69 at December 31, 1997, 1996 and 1995,
respectively.

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1997, 1996 and 1995
                                  (continued)

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

    Loan origination fees and certain direct origination costs are capitalized.
    The Bank grants commercial and consumer loans to customers in Minden and
    Shreveport, Louisiana and the surrounding area. Although the Banks have 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, 1997 and 1996 are
    summarized as follows:
                                        Estimated
                                        Useful Lives         1997     1996
                                                           ------   ------
      Land                                                $ 1,463      988
      Buildings and improvements         8-50 Years         3,107    2,881
      Furniture, fixtures and equipment  5-15 Years           725      679
      Vehicles                           3- 5 Years            28       28
                                                          -------   ------
                                                            5,323    4,576
      Less - accumulated depreciation                       1,661    1,483
                                                          -------   ------
        Bank premises and equipment                       $ 3,662    3,093
                                                          =======   ======

      Depreciation (in thousands) charged to operations in 1997, 1996 and 1995
      amounted to $232, $193 and $188, respectively.

6.  INCOME TAXES
    Federal income tax expense (in thousands) for December 31, 1997, 1996 and
    1995 is as follows:
                                                1997    1996    1995
                                               -----    ----    ----
    Currently payable                        $ 2,393   1,932   1,541
    Deferred (prepaid)                            (9)    141      76
                                             -------   -----   -----
         Income tax expense                    2,384   2,073   1,617
                                             =======   =====   =====
    Federal statutory tax rate                  34.0%   34.0%   34.0%
    Tax-exempt income                           (3.6)   (3.8)   (4.2)
    Other - net                                  1.5      .8      .8
                                             -------   -----   -----
         Effective tax rate                     31.9%   31.0%   30.6%
                                             =======   =====   =====

Included in other assets are deferred federal income taxes (in thousands) of
$473 and $564 at December 31, 1997 and 1996. 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
$31,636 at December 31, 1997. These earnings have been reinvested in the
subsidiary Bank.

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1997, 1996 and 1995
                                  (continued)

6.  INCOME TAXES (continued)
    ------------------------

    The deferred tax asset at December 31, 1997 and 1996 consists of the
    following:
                                                            1997    1996
                                                            ----    ----
    Defered tax assets:                                     (in thousands
      Reserve for loan losses                              $ 891     823
      ORE write downs                                         38      38
                                                           -----    ----
                                                             929     861
    Deferred tax liability:
      Discount on investments                               (317)   (258)
                                                           -----    ----
                                                             612     603
      Net unrealized appreciation on securities AFS         (139)    (39)
                                                           -----    ----
      Net deferred tax assets (based upon 34% tax rate)      473     564
                                                           =====    ====
    Management has determined that no valuation allowance is necessary.

7.  UNDIVIDED PROFITS
    -----------------
    At December 31, 1997 and 1996, 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, 1997,
    that  the Bank meets  all capital  adequacy requirements  to which it is
    subject.

    As of December 31, 1997, 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 31,1997:
  Total Captial                                    >           >             >            >
   (to Risk Weighted Assets)   $29,641   21.2%     =$11,202    = 8.0%        = $14,003    =10.0%
  Tier 1 Captial                                   >           >             >            >
   (to Risk Weighted Assets)   $27,868   19.9%     = $5,601    = 4.0%        = $ 8,402    = 6.0%
   Tier 1 Captial                                  >           >             >            >
   (to Average Assets)         $27,868    9.6%     = $8,714    = 3.0%        = $14,523    = 5.0%
</TABLE>

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1997, 1996 and 1995
                                  (continued)


8.  RELATED PARTY TRANSACTIONS
    --------------------------
    At December 31, 1997 and 1996, 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 $8,453 and $10,557, respectively.
    Deposits with the Bank from the above related parties amounted (in thou-
    sands) to $16,482 at December 31, 1997.  Below is a summary of the loan
    activity for 1997 and 1996 (in thousands):
                                                            1997     1996
                                                          -------   ------
    Beginning balance                                     $10,557    6,827
    Additional borrowings                                   3,686    9,669
    Repayments of borrowings                                5,790    5,939
                                                          -------   ------
    Ending balance                                        $ 8,453   10,557
                                                          =======   ======
    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
    $933 at December 31, 1997, and $1,244 at December 31, 1996. 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. NOTE PAYABLE
    ------------
    The Company incurred debt to finance the purchase of its own common stock
    (treasury stock). A summary of the debt (in thousands) is detailed below:
                                                            1997     1996


    Bank One, interest at Chase Manhattan Bank prime,
      principal due $90 thousand per year; interest due
      semi-annually                                           _       90
                                                            ====     ====
    The debt was secured by 16,500 shares of stock in Minden Bank and Trust
    Company. The note matured in 1997.

11. TIME DEPOSITS
    -------------
    Time deposits (in thousands) of $100,000 or more amounted to $28,507 at
    December 31, 1997 and $21,946 at December 31, 1996. Maturities (in
    thousands) over five years: $103,410 - 1998, $14,608 - 1999, $4,610 - 2000,
    $1,178 - 2001, and $1,013 -  2002, and $44-thereafter.

12. 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

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1997, 1996 and 1995
                                  (continued)

12. ACQUISITION (continued)
    -----------------------
    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 1997, 1996 and 1995 and is $143, $143 and $110
    respectively.  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 has 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 1997 is $73.

13. 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, 1997 and
       1996, are disclosed in Note 3.
    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):

                                             1997                  1996
                                       ------------------   -------------------
                                        Book    Estimated    Book     Estimated
                                        Value     Fair       Value      Fair
                                       (Gross)    Value     (Gross)     Value
                                       ------------------   -------------------
       Loans                           136,889   137,352    115,346    116,415
                                       ========  ========   ========   ========

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1997, 1996 and 1995
                                  (continued)

13. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
    -----------------------------------------------
    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, 1997 and 1996. 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):

                                                   1997               1996
                                            -----------------  -----------------
                                                Estimated          Estimated
                                              Book      Fair     Book      Fair
                                              Value     Value    Value     Value
                                            -------   -------  -------   -------
       Noninterest-bearing demand            42,045    42,045   38,197    38,197
       Savings and interest-bearing demand   81,275    81,275   78,431    78,431
       Certificates of deposit              124,863   126,277   99,368    99,573
                                            -------   -------  -------   -------
                                            248,183   249,597  215,996   216,201
                                            =======   =======  =======   =======

    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
       cannot be determined with precision. Changes in assumptions could sig-
       nificantly 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.

14. 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, 1997 or 1996. 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.

15. ADVERTISING
    -----------
    Advertising expense is expensed as incurred.  Advertising expense charged
    to operations (in thousands) in 1997, 1996 and 1995 amounted to $146, $63
    and $54, respectively.

                                    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 14, 1998, 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 14, 1998, 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 14, 1998, 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 14, 1998, 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 27, 1998                             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.                    S. Douglas Madden
       Director and                             Director
       Chairman of the Board                    March 27, 1998
       March 27, 1998

       Don D. Moore                             R. Thad Andress
       Director and Vice Chairman               Director
       of the Board                             March 27, 1998
       March 27, 1998

       John W. Montgomery                       Don L. Brice
       Director                                 Director
       Secretary                                March 27, 1998
       March 27, 1998

       Joe E. Ratcliff                          Dr. Edward D. Brown
       Director                                 Director
       March 27, 1998                           March 27, 1998

       Howard G. Spillers                       R. E. Woodard, III
       Director                                 Director
       March 27, 1998                           March 27, 1998

       Hal K. Jackson                           Robert W. Hines, Jr.
       Director                                 Vice President and
       March 27, 1998                           Chief Financial Officer
                                                March 27, 1998


                             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