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, 1996

   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:  $19,463,000.

    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 11, 1997 - $17,928,768.

    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 11, 1997 - 280,549
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,
1996,  Minden  Bancshares  had,  on  a  consolidated  basis,  total  assets   of
$250,032,000, total deposits of $215,996,000 and total stockholders'  equity  of
$27,536,000.   The  principal executive offices of  Minden  Bancshares  and  its
wholly  owned  subsidiary  are  located at 401 Main  Street,  Minden,  Louisiana
71055.

      At  December 31, 1996, Minden Bancshares' wholly owned subsidiary,  Minden
Bank, had 87 full time and 7 part time employees.

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

SUBSIDIARY ENTITY

     Minden Bank is a state-chartered bank organized under the laws of Louisiana
and  is a member of the Federal Reserve System.  Through its three locations  in
Minden,  its  branch location in Sarepta, Louisiana and its  three  branches  in
Shreveport,  Louisiana , (See "ITEM 2 PROPERTIES" for descriptions) Minden  Bank
conducts  a  general  banking and trust business.  It is  a  full  service  bank
offering (i) retail banking services, such as demand, savings and time deposits,
money  market  checking,  lending, safe deposit boxes, money  orders,  travelers
checks  and 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,  1996,  Minden Bank had total  assets  and  deposits  of
$249,997,000 and $216,046,000 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.

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 acquisition discussed above was for Minden
Bank's first 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,  particularly
the Shreveport-Bossier City area.  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  in  the
Shreveport-Bossier  City area 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  deposits in 1996 and will have $4,469,000 of  deposits  in  1997
insured under SAIF.  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.

     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,
                                            ------------------------
                                     1996    1995     1994    1993     1992
                                     ----    ----     ----    ----     ----
                              (Dollars in thousands, except per share data)
Operations:
Interest Income                   $17,255  15,015   11,100  10,599   11,525
Interest Expense                    7,420   6,301    4,213   4,195    5,186
                                  -------  ------   ------  ------   ------
Net Interest Income                 9,835   8,714    6,887   6,404    6,339
Provision for Loan Losses               _       _        _     270      783
                                  -------  ------   ------  ------   ------
Net Interest Income After
 Provision for Loan Losses          9,835   8,714    6,887   6,134    5,556
Noninterest Income                  2,208   1,804    1,128   1,353    1,302
Noninterest Expense                 5,359   5,233    3,740   3,721    4,193
                                  -------  ------   ------  ------   ------
Income Before Taxes                 6,684   5,285    4,275   3,766    2,665
Income Tax Expense                  2,073   1,617    1,336   1,214      798
                                  -------  ------   ------  ------   ------
Net Income                        $ 4,611   3,668    2,939   2,552    1,867
                                  =======  ======   ======  ======   ======
Per Share:
Earnings Per Share               $  16.43   13.07    10.43    8.84     6.45
Book Value at End of Period<F1>     98.15   85.55    67.74   66.07    58.48
Cash Dividends                       3.25    2.75     2.25    1.75     1.30
Total Shares Outstanding
     (thousands)                      281     281      281     283      289

Balances at End of Period:
Investment Securities            $105,231  88,525   90,057  86,417   74,374
Loans,
  net of unearned interest        115,346  99,381   66,225  57,728   58,602
Allowance for Possible
     Loan Losses                    3,306   3,397    3,395   3,354    3,006
Total Assets                      250,032 227,011  172,565 163,173  160,854
Deposits                          215,996 196,096  145,264 141,002  139,889
Stockholders' Equity               27,536  24,009   19,021  18,671   16,916


Average Balances:
Total Average Assets              241,234 210,199  169,353 163,207  158,310
Total Average Shareholders'
    Equity                         25,867  21,998   19,380  17,969   16,172

Ratios:
Return on Average Assets            1.91%   1.75%    1.74%  1.56%     1.18%
Return on Average Equity           17.83%  16.67%   15.17% 14.20%    11.54%
Average Stockholders' Equity
     to Average Assets             10.72%  10.47%   11.44% 11.01%    10.21%



<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
1996,   1995   and  1994  without including the unrealized gains and  losses  on
available  for  sale  securities  would have  been  $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,
                                                              ------------------------
                                                          1996                        1995
                                              --------------------------   -------------------------
                                               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>                        $108,349   10,572   9.76%     87,497    8,664   9.90%
 Investment Securities:
  Taxable (available for sale)                  80,624    4,774   5.92%     77,782    4,593   5.90%
  Nontaxable (held to maturity)                 14,635    1,032   7.05%     12,404      885   7.13%
        Total investment securities             95,259    5,806   6.09%     90,186    5,478   6.07%
                                              --------   ------            -------   ------
 Federal funds sold                             20,387    1,069   5.24%     18,185    1,043   5.73%
 Interest-bearing balances with
   other banks                                   1,887       97   5.14%      1,648       76   4.61%
                                              --------   ------            -------   ------
        Total earning assets                   225,882   17,544   7.77%    197,516   15,261   7.72%
Allowance for loan losses                       (3,386)                     (3,408)
Unrealized gain (loss) on available
 for sale securities                                27                        (826)
Cash and due from banks                          9,992                       8,070
Other assets                                     8,719                       8,847
                                              --------                     -------
Total Assets                                  $241,234                     210,199
                                              ========                     ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
  Deposits:
    Demand                                     $24,316      604   2.48%     21,674      543   2.50%
    Savings                                     49,802    1,522   3.06%     44,502    1,317   2.95%
    Certificates of deposit
      less than $100,000
      and other time deposits                   75,385    3,923   5.20%     66,732    3,249   4.86%
  Certificates of deposit
    of $100,000 or more                         20,442    1,077   5.27%     15,648      900   5.75%
                                              --------   ------            -------   ------
        Total interest-bearing deposits        169,945    7,126   4.19%    148,556    6,009   4.04%
 Securities sold under agreements
   to repurchase                                 6,300      279   4.43%      6,832      268   3.92%
 Notes payable                                     162       15   9.26%        252       24   9.52%
                                              --------   ------            -------   ------
        Total interest-bearing liabilities     176,407    7,420   4.21%    155,640    6,301   4.04%
Noninterest-bearing demand deposits             37,327                      31,265
Other liabilities                                1,633                       1,296
Stockholders' equity                            25,867                      21,998
                                              --------                     -------
        Total liabilities and
          stockholders' equity                $241,234                     210,199
                                              ========                     =======

Net interest income/net interest spread                  10,124   3.56%               8,960   3.68%

Net yield on earning assets                                       4.48%                       4.53%

Taxable equivalent adjustment:
 Nontaxable (held to maturity)
  investment securities                                     289                         246
                                                          -----                       -----
Net interest income                                       9,835                       8,714
                                                          =====                       =====
<F2> Loans on nonaccurual 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)        1996               1995
                                            -----------------------  -------------------   ----------------   ----------------
                                             1996-1995   1995-1994      1996    1995       Volume  Rate<F3>   Volume  Rate<F3>
                                             ---------   ---------      ----    ----       ------  --------   ------  --------
<S>                                           <C>        <C>           <C>     <C>         <C>       <C>      <C>       <C>
ASSETS
Earning Assets:
  Loans, net of
    unearned income                           $20,852      26,376      1,908   2,819       2,061     (153)    2,522      297
  Investment Securities:
    Taxable (available for sale)                2,842      (2,599)       181     254         165       16      (140)     394
    Nontaxable (held to maturity)               2,231       1,951        147     118         159      (12)      143      (25)
                                             --------    --------     ------  ------      ------  -------    ------  -------
        Total investment securities             5,073       (648)        328     372         324        4         3      369
  Federal funds sold
  Interest-bearing balances with other banks    2,202       8,798         26     666         126     (100)      354      312
        Total earning assets                      239       1,634         21      76          11       10        98      (22)
                                             --------    --------     ------  ------      ------  -------    ------  -------
Allowance for loan losses                      28,366      36,160      2,283   3,933       2,522     (239)    2,977      956
                                             --------    --------     ------  ------      ------  -------    ------  -------
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                                     $2,642       4,260         61     109          66       (5)      106        3
    Savings                                     5,300       7,146        205     354         152       53       184      170
    Certificates of deposit
      less than $100,000
      and other time deposits                   8,653      12,333        674   1,254         419      255       453      801
    Certificates of deposit
      of $100,000 or more                       4,794       2,495        177     233         275      (98)      126      107
                                             --------    --------     ------  ------      ------  -------    ------  -------
        Total interest-bearing deposits        21,389      26,234      1,117   1,950         912      205       869    1,081
    Securities sold under agreements
      to repurchase                              (532)      3,233         11     140         (21)      32       115       25
    Notes payable                                 (90)        (90)        (9)     (2)         (8)      (1)       (7)       5
                                             --------    --------     ------  ------      ------  -------    ------  -------
        Total interest-bearing liabilities     20,767      29,377      1,119   2,088         883      236       977    1,111
                                             --------    --------     ------  ------      ------  -------    ------  -------
Noninterest-bearing demand deposits
Other liabilities
Stockholders' equity
        Total liabilities and
          stockholders' equity
Net increase in net earning assets             $7,599       6,783      1,164   1,845       1,639     (475)    2,000     (155)
                                            =========   =========     ======  ======      ======  =======   -------  -------
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,
                                               1996       1995       1994
                                           ----------  ---------  ---------
Held to Maturity:
 State and Political Subdivisions           $ 14,784     14,443     11,375
                                           ----------  ---------  ---------
Available for Sale:
 U.S. Treasury and Agency                     90,334     73,721      81,503
 Federal Reserve Bank Stock                    1,205      1,037         870
                                           ----------  ---------  ----------
                                              91,539     74,758      82,373
 Unrealized Gains (losses)                       113        361      (2,821)
                                           ----------  ---------  ----------
      Total Available for Sale Securities     91,652     75,119      79,552
                                           ----------  ---------  ----------
Total Investment Securities                $ 106,436     89,562      90,927
                                           ==========  =========  ==========



      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, 1996 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>
Due 1 year or less     $ 35,036      5.02%         488      7.95%        1,205       5.91%
Due after 1 year
     through 5 years     53,068      6.21%       2,628      7.20%            _          _
Due after 5 years
     through 10 years       665      6.07%      10,733      7.30%            _          _
Due after 10 years        1,564      6.35%         935      7.08%            _          _
                       ----------  --------  -----------  --------    ----------    --------

Total                  $ 90,333      5.75%      14,784      7.29%        1,205       5.91%
                       ==========  ========  ===========  ========    ==========    ========

<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,
                                                              1996         1995
                                                             ------       ------
Commercial, financial and agricultural loans               $ 31,567       29,676
Construction loans secured by real estate                     3,381        2,722
Other loans secured by real estate                           60,025       50,651
Installment and single payment loans                         18,143       15,148
Other loans                                                   2,368        1,502
                                                            -------      -------
         Total Loans                                       $115,484       99,699

Less: Unearned income                                           138          318
      Reserve for possible loan losses                        3,306        3,397
                                                            -------      -------
         Net Loans                                         $112,040       95,984
                                                           ========      =======

     The following table presents maturities and interest rate  sensitivity with
respect to selected loan  categories as of December 31, 1996.  Maturities, which
are presented in thousands, are based on remaining scheduled repayments of prin-
cipal.

    Loan Category                     Due       Over One
    -------------                   One Year  Year Through    Over
                                    or Less    Five Years  Five Years     Total
                                    --------   ----------  ----------    -------
Commercial, financial and
   agricultural                     $16,007      13,328       2,232      $31,567
Construction loans secured
   by real estate                     1,074       2,258          49        3,381
                                     ------      ------       -----       ------
Total                               $17,081      15,586       2,281      $34,948
                                    =======      ======       =====      =======

Loans due after one year:

   Having Predetermined Interest Rates                                   $12,752
   Having Floating Interest Rates                                          5,115
                                                                         -------
       Total                                                             $17,867
                                                                         =======

                        RISK ELEMENTS IN LOAN PORTFOLIO
                        -------------------------------
     The  following table sets forth (in 000's) a  presentation of nonperforming
loans  held by  Minden Bank at December 31, 1996 and December 31, 1995.  Nonper-
forming loans  comprise:  (a) loans on which  recognition of interest income has
been discontinued ("nonaccrual loans"); (b) loans contractually past due 90 days
or more as to interest or  principal payments which are  still accruing interest
("past-due loans"); and (c) loans, the terms of  which have been renegotiated to
provide for an  extension of the original  payment period and/or a  reduction or
deferral  of interest or principal  because of a deterioration in the  financial
position of the borrower ("restructured loans").

                                      Nonaccrual  Past-Due  Restructured
                                         Loans      Loans       Loans      Total
                                      ----------   -------    ---------    -----
December 31, 1996                       $ 355        510          0        $ 865
December 31, 1995                       $ 403        174         69        $ 646

   In addition to nonperforming loans discussed above, management has identified
other loans for which payments are current that are subject to  potential future
classification as  nonperforming.  As of December 31, 1996, these loans totalled
$501  thousand as  compared to  $204 thousand at  December 31, 1995.  Loans  are
placed on nonaccrual status by  Minden Bank when a loan becomes ninety (90) days
past due unless there is sufficient  evidence that it will be brought current in
the very near future.  Income on nonaccrual loans is then recognized only to the
extent that cash is received in excess of the required principal payments and if
the future collection of principal is probable.  Interest accruals are  recorded
on such loans only when they are  brought fully current with respect to interest
and  principal and when, in the judgment of management, the loans are  estimated
to be fully  collectible as to  both interest and principal.  Interest income on
nonaccrual loans  which would have been  reported on an accrual  basis  amounted
to  approximately $36,000 for the period ended December 31, 1996 and $48,000 for
the period ended December 31, 1995.  Interest income on  restructured loans inc-
luded in net income  amounted to $4,000 during the  year ended December 31, 1996
and $17,000 during the year ended December 31, 1995.

                        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, 1996 and December 31, 1995:

                                                        Years Ended December 31,
                                                           1996         1995
                                                          ------       ------
                                                        (Amounts are in 000's)
Balance at beginning of period                            $3,397        3,395
 Charge-Offs - All Domestic
  Commercial, financial & agricultural                        78           20
  Real Estate - construction                                   _            _
  Real Estate - mortgage                                      10           67
  Installment loans to individuals                           156          100
  Lease financing                                              _            _
  Foreign                                                      _            _
                                                          ------       ------
     Total                                                   244          187
                                                          ------       ------
 Recoveries-All Domestic
  Commercial, financial & agricultural                         _           39
  Real Estate - construction                                   _            _
  Real Estate - mortgage                                      85           94
  Installment loans to individuals                            68           56
  Lease financing                                              _            _
  Foreign                                                      _            _
                                                          ------       ------
     Total                                                   153          189
                                                          ------       ------
 Net charge-offs (recoveries)                                 91           (2)
 Additions charged to operations                               _            _
 Balance at end of period                                 $3,306        3,397
                                                          ======       ======
 Ratio of net charge-offs during the period
  to average loans outstanding during the period            0.08%        0.00%

   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 2.87% and  3.41%  of
total loans at December 31, 1996 and 1995, 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
ability   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-accural.  Specific reserves are allocated  to  the
loans  placed on the watch list based upon individual factors.  All other  loans
are assigned a 3% 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,
                                                  1996                1995
                                            -----------------    ---------------
                                                   (amounts are in 000's)
                                                       % of               % of
                                                     Loans in           Loans in
                                             Amount  Category    Amount Category
                                             ------  --------    ------ --------
Commercial, financial
  and agricultural                            $ 893       27%     1,019      30%
Construction loans
secured by real estate                           99        3%       102       3%
Other loans secured by
  real estate                                 1,719       52%     1,732      51%
Installment and single payment                  529       16%       510      15%
Foreign                                           _        _          _       _
Other                                            66        2%        34       1%
                                             ------      ----     -----     ----
Total                                        $3,306      100%     3,397     100%
                                             ======      ====     =====     ====

                          OTHER INTEREST-BEARING ASSETS
                          -----------------------------
      There were no other "nonperforming interest-bearing assets" held by Minden
Bank at December 31, 1996 or 1995.

              DEPOSITS  -  AVERAGE BALANCES AND AVERAGE RATES PAID
             ------------------------------------------------------
     The daily average amounts of deposits (in 000's) together with the rates
paid on such deposits are presented below for the periods indicated:

                                          Years Ended December 31,
                                              1996        1995
                                            -------     -------
Noninterest-bearing demand deposits         $37,327      31,265
Rate Paid                                         0%          0%
Interest-bearing demand deposits            $24,316      21,674
Rate Paid                                      2.48%       2.50%
Savings Deposits                            $49,802      44,502
Rate Paid                                      3.06%       2.95%
Time Deposits                               $95,827      82,380
Rate Paid                                      5.22%       5.04%
Total interest-bearing deposits            $169,945     148,556
Total deposits                             $207,272     179,821
Average Rate Paid                              3.44%       3.34%


   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
                                               1996       Rate
                                              -------    ------
3 months or less                              $15,309     5.15%
Over 3 months through 12 months                 5,161     5.16%
Over 12 months                                  1,476     5.78%
                                              -------    ------
Total outstanding                             $21,946     5.20%
                                              =======    ======

                      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,
                                              1996      1995
                                            --------   --------
                                            (amounts in 000's)
Net Income                                  $ 4,611       3,668
Average Assets                            $ 241,234     210,199
Average Equity                             $ 25,867      21,998
Return on Average Assets                       1.91%       1.75%
Return on Average Equity                      17.83%      16.67%
Dividend Payment Ratio                        19.77%      21.05%
Average Equity to Average
     Assets Ratio                             10.72%      10.47%

ITEM 2.   PROPERTIES

      Minden  Bank has seven 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 three 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.

                                     PART II

ITEM  5.  MARKET FOR MINDEN BANCSHARES' COMMON EQUITY
          AND RELATED STOCKHOLDER MATTERS

      Minden Bancshares' Common Stock is not traded on any exchange and there is
no  established  public  trading market.  The transfer  of  stock  represents  a
process  between buyers and sellers and prices of stock are not always  reported
to  Minden Bancshares' management.  During the first quarter of 1995, there were
three  transfers  totaling 393 shares at prices reported of  $66.00  per  share.
During  the  second  quarter of 1995, there were twenty-two  transfers  totaling
1,218  shares at prices reported of $66.00 per share.  During the third  quarter
of  1995,  there were two transfers totaling 365 shares at prices  reporting  of
$66.00  per  share.   There were no transfers during the  fourth  quarter  1995.
Minden  Bancshares purchased into Treasury 142 shares from four shareholders  in
the  first  quarter 1995  and fourteen shares from one shareholder in the  third
quarter  1995  all at the price of $60.00 per share.  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.

     Minden Bancshares declared and paid semi-annual dividends during 1996 and
1995 as listed.

                 1996    1995
                -----   -----
First half      $ .65   $ .50
Second half      2.60    2.25
                -----   -----
   Totals       $3.25   $2.75
                =====   =====

     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, 1996, Minden Bancshares had approximately 467 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,  1996, Minden Bancshares ROA was 1.91% compared to 1.75%  for  the
year  ended  December 31, 1995 and 1.74% for the year ended December  31,  1994.
ROE,  a measure of the effective use of shareholders' investment, was 17.83%  in
1996,  compared to 16.67% in 1995 and 15.17% in 1994. Minden Bancshares' results
for  both ROE and ROA for the years 1996, 1995 and 1994 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
managing 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, 1996, 1995 and 1994:

                                        Years Ended December 31,
                                           1996   1995   1994
                                          -----   -----  -----
Net Interest Margin - Tax Equivalent      4.48%   4.53%   4.41%
Net Interest Spread - Tax Equivalent      3.56%   3.68%   3.68%

      The  decrease  in Minden Bank's net interest margin for the  period  ended
December 31, 1996 is due to decreased interest rates on loans and Federal  funds
sold  accompanied by deposit growth in certificates of deposit, higher  interest
bearing  deposits.  The increase in Minden Bank's net interest  margin  for  the
period  ended  December 31, 1995 was due to increased loan growth and  increased
noninterest-bearing deposits.

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

      Minden  Bancshares' net income increased in each of its last three  years.
Net  income for Minden Bancshares was $4,611,000 for the year ended December 31,
1996,  an increase of $943,000 or 25.71% over net income of $3,668,000  in  1995
which increased by $729,000 or 24.80% over net income for 1994. 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
increase  in  net  income for 1995 of 24.80% over net income for  1994  was  the
result of the acquisition of the three Shreveport branches on March 24, 1995 and
loan and deposit growth.

      The  following is a comparison of per share earnings of Minden  Bancshares
for  the years ended December 31, 1996, 1995 and 1994 which reflects the  change
in net income:


                                        12 Months Ended December 31,
                                           1996     1995    1994
                                           ----     ----    ----
Earnings Per Share:                       $16.43   13.07    10.43

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

      Net  interest income, the difference between interest income and  interest
expense, is the prime component of Minden Bancshares' earnings. During 1996, tax
equivalent  net  interest income was $10,124,000 on average  earning  assets  of
$225,882,000 which represents a net interest margin of 4.48% compared  to  4.53%
on tax equivalent net interest income of $8,960,000 on average earning assets of
$197,516,000  for 1995. The $1,164,000 or 12.99% increase in tax equivalent  net
interest  income in 1996 was attributable to an entire year's operation  of  the
three  Shreveport  branches acquired March 24, 1995 along  with  increased  loan
demand and deposit growth.
      In  1995,  tax  equivalent net interest income of  Minden  Bancshares  was
$8,960,000, an increase of $1,845,000 or 25.93% over the previous year of  1994.
The  increase  of  25.93% in net interest income for 1995 when compared  to  the
prior  year was attributable to the acquisition of three Shreveport branches  on
March 24, 1995 along with increased loan demand.


                       NET YIELD ON EARNING 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 1996 increased $28,366,000 or 14.36% over 1995.
      The  yield on interest-earning assets increased to 7.77% during 1996  from
7.72% during 1995 mainly from an entire year's operation of the three Shreveport
branches acquired March 24, 1995 along with increased loan demand.
     Average interest-bearing liabilities increased $20,767,000 or approximately
13.34%  during 1995 when compared to the prior year. The average cost  of  these
funds  increased  from  4.04%  in 1995 to 4.21% in  1996.  Net  interest  margin
decreased to 4.48% in 1996 from 4.53% in 1995.
      During  1995, average earning assets increased $36,160,000 or 22.41%  when
compared  to average earning assets of approximately $161,356,000 for the  prior
year.  Average  interest-bearing  liabilities increased  $29,377,000  or  23.27%
during   1994   when  compared  to  average  interest-bearing   liabilities   of
$126,263,000  for  1994. Net interest margin increased to 4.53%  for  1995  when
compared  to net interest margin of 4.41% for 1994. The increase in net interest
margin  during  1995 was mainly due to the acquisition of the  three  Shreveport
branches on March 24, 1995 along with increased loan demand.


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

     Average assets at Minden Bancshares increased during each of the last three
fiscal  years. During 1996, average assets increased $31,035,000 or 14.76%  from
1995. In 1995, average assets increased $40,846,000 or 24.12% from 1994.
      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  1996,
average earning assets of Minden Bancshares increased $28,366,000 or 14.36% over
1995.  During  1995, average earning assets increased by $36,160,000  or  22.41%
over average earning assets in 1994.
      Consolidated average earning assets of Minden Bancshares increased in 1996
by  $28,366,000, which resulted from continued growth.  Average loans  increased
$20,852,000 in 1996 to $108,349,000 as compared to an increase of $26,376,000 in
1995  to  $87,497,000. The following table summarizes loan  activities  for  the
periods indicated:


                                      For The Years Ended December 31,
                                        1996        1995         1994
                                   ----------    --------     --------
                                             (dollars in 000's)
Average Loans                      $ 108,349      87,497       61,121
Dollar Change                         20,852      26,376        2,303
Percent Change                         23.83%      43.15%        3.92%

Interest                           $  10,572       8,664        5,845
Dollar Change                          1,908       2,819          189
Percent Change                         22.02%      48.23%        3.34%

Yield                                   9.76%       9.90%        9.56%
Change                                 (0.14%)      0.34%       (0.61%)


    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
anticipation 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 1996 after having shown a
slight decrease in 1995. As Minden Bank's average earning assets increased
significantly in 1996, the amounts in investment securities increased by a
lessor amount due  to  loan  funding  requirements.  Average investment
securities decreased slightly in 1995 due to loan funding requirements and
increases in amount of Federal Funds sold and interest bearing balances with
banks. Available funds were used by management to purchase taxable and tax-
exempt securities in 1996 and 1995.

     The following table summarizes investment activities for the periods
indicated:

                                  For The Years Ended December 31,
                                       1996     1995     1994
                                       ----     ----     ----
                                         (dollars in 000's)
Investment Securities
 (Average Balances at Amortized Cost)
U.S. Treasury & Other               $42,345    45,372    45,864
U.S. Government Agencies             38,279    32,410    34,517
State and Political Subdivisions     14,635    12,404    10,453
                                     ------    ------    ------
Total                               $95,259    90,186    90,834
                                    =======    ======    ======
Dollar Increase (decrease)          $ 5,073      (648)   11,012
Percent Increase (decrease)            5.63%    (0.71%)   13.80%

Interest Income
U.S. Treasury & Other               $ 2,654     2,675     2,544
U.S. Government Agencies              2,120     1,918     1,795
State and Political Subdivisions        743       639       539
                                   --------     -----     -----
Total                                $5,517     5,232     4,878
                                   ========     =====     =====
Portfolio Yield                        5.79%     5.80%     5.37%
Portfolio Yield - Tax Equivalent       6.09%     6.07%     5.62%

    Federal funds sold, another major component of average earning assets,
increased to $20,387,000 or 12.10% in 1996 from $18,185,000 for the prior year.
The yield on federal funds sold decreased to 5.24% for 1996 from 5.73% for the
prior year.

                            INTEREST-BEARING DEPOSITS
                            -------------------------
      Average noninterest-bearing deposits increased to $37,327,000 in 1996,  an
increase of $6,062,000 or 19.39% over the prior year. In 1996, average interest-
bearing  deposits  increased to $169,945,000, a $21,389,000 or  14.40%  increase
over the prior year.
      The  following table reflects average interest-bearing deposit  activities
for the periods indicated:
                                       For the Years Ended December 31,
                                            1996      1995      1994
                                         --------  --------  --------
                                               (dollars in 000's)
Average Interest-Bearing Demand          $ 24,316    21,674    17,414
Dollar Change                               2,642     4,260       843
Percent Change                              12.19%    24.46%     5.09%

Interest Expense                           $  604       543       434
Dollar Change                                  61       109         5
Percent Change                              11.23%    25.12%     1.17%

Yield                                        2.48%     2.50%     2.49%
Change                                      (0.02%)    0.01%    (0.10%)

Average Savings Deposits                 $  49,806   44,502    37,356
Dollar Change                                5,304    7,146     2,994
Percent Change                               11.92%   19.13%     8.71%

Interest Expense                           $ 1,522    1,317       963
Dollar Change                                  205      354        33
 Percent Change                              15.57%   36.76%     3.55%

Yield                                         3.06%    2.95%     2.58%
Change                                        0.11%    0.37%    (0.13%)

Average Other Time Deposits               $ 95,827   82,380    67,552
Dollar Change                               13,447   14,828    (1,431)
Percent Change                               16.32%   21.95%    (2.07%)

Interest Expense                           $ 5,000    4,149     2,662
Dollar Change                                  851    1,487       (65)
Percent Change                               20.51%   55.86%    (2.39%)

Yield                                         5.22%    5.04%     3.94%
Change                                        0.18%    1.10%    (0.01%)


                            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 1996 or 1995. Net charge-offs  for
1996  increased by $93,000 to $91,000 when compared to net recoveries of  $2,000
for  1995.  Management was of the belief that no provision for 1996  was  needed
although loans had increased by $15,965,000 to $115,346,000 from $99,381,000  at
December 31, 1995. The reserve for loan losses was $3,306,000 or 2.87% of  total
loans  outstanding as of December 31, 1996 compared to $3,397,000  or  3.42%  of
total loans outstanding as of December 31, 1995.

     The net  loan  recoveries in  1995 were  $2,000  as compared  to  net  loan
recoveries in 1994 of $41,000.  Net recoveries as a percentage  of average loans
for 1995 was 0.00% as compared to 0.07% for  1994.  The net loans outstanding at
December 31, 1995 increased by  $33,156,000 to  $99,381,000 when compared to net
loans outstanding at December 31, 1994 of $66,225,000.  The reserve for possible
loan losses at December 31, 1995 increased by $2,000 to $3,397,000 when compared
to December 31, 1994.

     The following table summarizes provision and allowance activities for the
periods indicated:
                                     For the Years Ended December 31,
                                        1996        1995        1994
                                    ----------    --------    --------
                                              (dollars in 000's)
Loans, Net                          $ 115,346      99,381      66,225
Allowance for Possible Loan Losses      3,306       3,397       3,395
Percent of Loans                        2.87%       3.42%       5.13%
Provision for Possible Loan Losses  $       0           0           0
Net Charge-Offs (recoveries)        $      91          (2)        (41)
Percent of Average Loans                 0.08%      (0.00%)     (0.07%)


                        NONACCRUAL AND NONPERFORMING LOANS
                        ----------------------------------
     On December 31, 1996, loans on nonaccrual status totalled $355,000, 0.31%
of total loans net of unearned discount. For the years ended December 31, 1995
and 1994, nonaccrual loans totalled $403,000 and $677,000, respectively.  Loans
past due 90 days or more accruing interest (nonperforming loans) totalled
$510,000 as of December 31, 1996 compared to $174,000 and $154,000 for the years
ended December 31, 1995 and 1994, respectively.


                                NONINTEREST INCOME
                                ------------------
     Noninterest income consists primarily of service charges, trust department
fees and other fees and commissions. During 1996, noninterest income increased
by $404,000 to $2,208,000, or 22.39% over 1995, due to increased fees for
services provided.  During 1995, noninterest income increased by $676,000 to
1,804,000 or 59.92% from 1994.  The increase in noninterest income of $676,000
for 1995 was due to the acquisition of the Shreveport branches, increased fees
for services rendered and not having been detrimented by the loss on sale of
securities experienced in 1994.

                                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 1996 amounted to $5,359,000, a $126,000
or 2.35% increase over total operating expenses for 1995. The increase in total
operating expenses in 1996 over 1995 was attributable in some instances to an
entire year's operation of the Shreveport branches whereas there are reductions
in 1996 from 1995 due to start up expenses for the Shreveport branches for
expense categories.  Although there was an increase in noninterest expenses,
there was a reduction in FDIC insurance premiums as the result of rate
decreases.

     Total operating expenses for 1995 were $5,233,000, an increase of
$1,493,000 or 39.92% when compared to total operating expenses for 1994. The
increase in total operating expenses in 1995 as compared to 1994 was
attributable to the Shreveport branches acquisition while the reduction in FDIC
insurance was due to rate decreases.

                                    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  52.27%  during  1996
compared  to 48.66% in 1995 and 42.12% in 1994. Average federal funds sold  were
$20,387,000,  $18,185,000 and $9,387,000, respectively  during  1996,  1995  and
1994.  Additionally, at December 31, 1996, Minden Bank had investment securities
with  an  amortized cost of $106,322,000, of which $36,729,000 or 34.55%  mature
within  one  year, $55,696,000 or 52.38% mature within two to  five  years,  and
$13,897,000 or 13.07% 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, 1996:
<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                             $  50,339      9,237      10,044     45,864   $ 115,484
Securities available for sale        26,729      4,632      10,417     49,874      91,652
Securities held to maturity             330         58         100     14,296      14,784
All other                            10,744          _           _          _      10,744
                                  ----------   --------   ---------   --------  ----------
Total Earning Assets               $ 88,142     13,927      20,561    110,034   $ 232,664
                                  ----------   --------   ---------   --------  ---------
Funding Sources:

Time deposits                      $ 40,579      19,324     19,348     20,117    $ 99,368
Other interest-bearing deposits      78,431           _          _          _      78,431
Short-term debt                          90           _          _          _          90
Securities sold under agreements
     to repurchase                    5,418           _          _          _       5,418
Noninterest-bearing sources               _           _          _     49,357      49,357
                                  ----------   ---------   --------   --------  ----------
Total Funding Sources             $ 124,518      19,324     19,348     69,474   $ 232,664
                                  ----------   ---------   --------   --------  ----------

Gap Summary:
Periodic  net  earning  assets    $ (36,376)     (5,397)     1,213     40,560   $        _
                                  ----------   ---------   --------   --------  ----------
Cumulative  net  earning  assets  $ (36,376)     (41,773)  (40,560)         -   $        -
                                  ==========   ==========  ========   ========  ==========
Periodic net earning assets/
     Total earning assets            (15.63%)      (2.32%)    0.52%     17.43%           _
Cumulative ratio of earning assets
     to interest-bearing liabilities (15.63%)     (17.95%)  (17.43%)        _            -
</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
capital 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, 1996, Minden Bancshares' Tier 1 capital ratio was
22.29% and its total risk based capital ratio was 23.56% under the most
restrictive, fully phased in, risk based guidelines.

     In addition, effective September 7, 1990, the Federal Reserve Board
implemented 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, 1996, Minden Bancshares' Leverage Ratio was 10.28%.
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
Bancshares 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 March of 1995, the Financial Accounting Standards Board (FASB) issued
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed Of, effective for fiscal years beginning after
December 15, 1995. SFAS 121 requires that impairment losses be recorded on long-
lived assets used in operations, including related goodwill. SFAS 121 also
addresses the accounting for long-lived assets which are to be disposed of.
Management does not expect the effect of SFAS 121 to be material.

     In May of 1995, the Financial Accounting Standards Board (FASB) issued SFAS
No. 122, Accounting for Mortgage Servicing Rights, effective for fiscal years
beginning after December 15, 1995. SFAS 122 will not have an effect on the
operating results of Minden Bancshares because neither it nor its subsidiary
bank provide this type of service.

     In  October  of  1995,  the  Financial  Accounting  Standards  Board (FASB)
issued SFAS No. 123, Accounting for Stock-Based Compensation, effective for
transactions entered into after December 15, 1995. SFAS 123 establishes a fair
value method of accounting for stock-based compensation plans. It encourages
entities to adopt the fair value method of accounting but permits the continued
usage of APB Opinion No. 25 Accounting for Stock Issued to Employees, for all
arrangements under which employees receive shares of stock or other equity
instruments of the  employer or the employer incur liabilities to employees in
amounts based on the price of its stock that are appropriate for APB No. 25
reporting.  Since the options granted under the "Stock Incentive Plan" are
appropriate for APB No. 25, management will continue to utilize APB No. 25
accounting which will not affect operations or earnings. There are pro forma
disclosure requirements under SFAS 123 regarding earnings per share computations
should those amounts become material.

     In  June  of  1996,  the  Financial  Accounting  Standards  Board  (FASB)
issued SFAS 125, Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities, effective for transactions occurring after
December 31, 1996.  SFAS 125 provides for fair value accounting for assets
transferred with the retention of some right(s) of ownership and for liabilities
disposed of for which all liabilities are not extinguished until a later date.
Any application to SFAS 125 will be immaterial in the Bank's current operations
and will not require accounting acknowledgment or disclosure.

ITEM 7.   FINANCIAL STATEMENTS

                                 January 9, 1997


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, 1996  and  1995,  and  the
related consolidated statements of income, changes in stockholders' equity,  and
cash  flows for each of the three years in the period ended December  31,  1996.
These  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, 1996  and  1995,  and  the
consolidated results of its operations and its cash flows for each of the  three
years  in  the  period   ended December 31, 1996, 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, 1996 and 1995


          ASSETS                                 1996              1995
          ------                                 ----              ----
                                   (in thousands, except per share data)
Cash and cash equivalents:
 Cash and due from banks - Note 2            $ 14,907            11,121
 Federal funds sold                             8,500            21,500
                                             ---------         ---------
                                               23,407            32,621
Investment securities - Note 3
 U.S. Treasury                                 39,841            42,406
 U.S. Government agencies                      50,606            31,676
 Obligations of state and
   political subdivisions                      14,784            14,443
                                             ---------         ---------
                                              105,231            88,525

Federal Reserve Bank and FHLB stock             1,205             1,037
Loans, less allowance for loan losses
   of $3,306 and $3,397 - Notes 4 and 8       112,040            95,984

Accrued interest receivable                     2,178             2,328
Bank premises and equipment - Note 5            3,093             3,198
Real estate owned
  other than bank premises - Note 14              217               376
Other Assets - Notes 6 and 12                   2,661             2,942
                                             ---------         ---------
TOTAL ASSETS                                 $250,032           227,011
                                             =========         =========
    LIABILITIES AND STOCKHOLDERS' EQUITY
    ------------------------------------
LIABILITIES:
 Deposits:
  Noninterest bearing                        $ 38,197            35,698
  Interest bearing - Note 11                  177,799           160,398
                                             ---------         ---------
     Total Deposits                           215,996           196,096

 Securities sold under
   repurchase agreement                         5,418             5,802
 Accrued interest payable                         860               787
 Other liabilities                                132               137
 Note payable - Note 10                            90               180
                                             ---------         ---------
     Total Liabilities                        222,496           203,002

STOCKHOLDERS' EQUITY:
 Common stock, par value $2.50 per share;
    500,000 shares authorized;
    309,816 shares issued;
    280,549 and 280,658 shares
    outstanding, respectively                     775               775
 Additional paid-in capital                    11,205            11,205
 Undivided profits - Note 7                    16,778            13,078
 Treasury stock-at cost-shares
   29,267-1996 and 29,158-1995                 (1,297)           (1,288)
 Net unrealized appreciation on
    AFS securities net of taxes
   of $39-1996 and $123-1995                       75               239
                                             ---------         ---------
        Total Stockholders' Equity             27,536            24,009
                                             ---------         ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY   $250,032           227,011
                                             =========         =========

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

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                        December 31, 1996, 1995 and 1994


                                          1996      1995      1994
                                          ----      ----      ----
                             (in thousands, except per share data)
INTEREST INCOME:
 Interest and fees on loans            $10,572     8,664     5,845
 Investment securities:
  Taxable                                4,704     4,539     4,294
  Tax-exempt                               743       639       539
 Federal funds sold                      1,069     1,043       377
 Federal Reserve stock and other           167       130        45
                                       --------  --------  --------
     Total interest income              17,255    15,015    11,100

INTEREST EXPENSE:
 Deposits                                7,126     6,009     4,059
 Securities sold under
   repurchase agreement and other          294       292       154
                                       --------  --------  --------
     Total interest expense              7,420     6,301     4,213
                                       --------  --------  --------
     Net interest income                 9,835     8,714     6,887
 Provision for loan losses - Note 4          -         -         -
                                       --------  --------  --------
     Net interest income after
       provision for loan losses         9,835     8,714     6,887
                                       --------  --------  --------
OTHER INCOME:
 Service charges                         1,574     1,367     1,070
 Insurance commissions                     300       189       107
 Gain (loss) on investment securities        -         -      (253)
 Other operating income                    334       248       204
                                       --------  --------  --------
     Total other income                  2,208     1,804     1,128

OPERATING EXPENSES:
 Salaries and employee benefits          2,785     2,489     1,898
 Occupancy expense                         491       363       331
 Furniture and equipment expense           269       218       165
 Writedown on real estate owned
   other than bank premises                  -        91        19
 FDIC insurance                             (6)      241       318
 Stationery, supplies and printing         518       596       258
 Data processing fees                      120       210        67
 Directors' fees                           124       124       133
 Other operating expenses                1,058       901       551
                                       --------  --------  --------
     Total operating expenses            5,359     5,233     3,740
                                       --------  --------  --------
INCOME BEFORE INCOME TAXES               6,684     5,285     4,275

INCOME TAXES - NOTE 6                    2,073     1,617     1,336
                                       --------  --------  --------
NET INCOME                              $4,611     3,668     2,939
                                       ========  ========  ========
EARNINGS PER SHARE                      $16.43     13.07     10.43
                                       ========  ========  ========

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, 1996, 1995 and 1994

<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, 1993         $ 18,671        775      11,205       7,875      (1,184)           --
----------------------------
Net income                              2,939         --          --       2,939          --             --

Cash dividends paid                      (632)        --          --        (632)         --             --

Purchase of 1,800 shares
 common stock                             (95)        --          --          --         (95)            --

Adjustment for effect of a
 change in accounting principal
 - FASB 115 net of taxes of $345          671         --          --          --          --            671

Change in unrealized (depreciation)
 on AFS securities, net of
 taxes of $1,304                       (2,533)        --          --          --          --         (2,533)
                                   -------------  -------   ----------   ---------   --------   --------------
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
----------------------------       =============  =======    ==========   =========  ========   ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        December 31, 1996, 1995 and 1994


                                                         1996     1995     1994
                                                     --------- -------- --------
                                           (in thousands, except per share data)
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                          $  4,611    3,668    2,939
 Adjustments to reconcile net income to net cash
  provided by operating activities:
   Depreciation and amortization                          405      324      198
   Provision for loan losses                                -        -        -
   Writedown on real estate owned
     other than bank premises                               -       91       19
   (Gain) loss on investment securities                     -        -      253
   (Gain) on sale of real estate owned other than
       bank premises                                      (42)     (13)     (44)
   (Increase) decrease in accrued interest receivable     150      (84)    (289)
   (Increase) decrease in other assets                     69      262     (102)
   Increase in accrued interest payable                    73      293       66
   Increase (decrease) in other liabilities                (5)      59       69
                                                     --------- -------- --------
   Total adjustments                                      650      932      170
                                                     --------- -------- --------
   Net cash provided by operating activities            5,261    4,600    3,109

CASH FLOWS FROM INVESTING ACTIVITIES:
 Proceeds from sales and maturities of investment
  securities - Note 3                                  22,698   15,786   24,676
 Purchase of investment securities and
  Federal Reserve Bank stock - Note 3                 (39,324) (11,238) (31,413)
 Proceeds from sales of real estate owned
  other than bank premises                                285      192      247
 Purchase of equipment                                    (88)  (1,107)    (153)
 Purchase of other assets                                   -       -      (166)
 Cost of deposit base intangibles - Note 12                 -   (2,146)       -
 Net (increase) in loans - Note 12                    (16,552) (33,449)  (8,592)
                                                     --------- -------- --------
   Net cash (used) by investing activities            (32,981) (31,962) (15,401)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Dividends paid                                          (911)    (772)    (632)
 Net increase in noninterest-bearing deposits
  - Note 12                                             2,499   12,531    2,738
 Net increase in interest-bearing deposits
  - Note 12                                            17,401   38,301    1,524
 Net increase (decrease) in securities sold
  under repurchase agreement                             (384)  (1,636)   4,735
 Payments on note payable                                 (90)     (90)     (90)
 Purchase of 109, 156 and 1,800 shares treasury stock      (9)      (9)     (95)
                                                     --------- -------- --------
   Net cash provided by financing activities           18,506   48,325    8,180
                                                     --------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   (9,214)  20,963   (4,112)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR         32,621   11,658   15,770
                                                     --------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR             $ 23,407   32,621   11,658
                                                     ========= ======== ========
CASH PAYMENTS:
 Interest                                            $  7,347    6,008    4,147
                                                     ========= ======== ========
 Income taxes                                        $  1,933    1,531    1,235
                                                     ========= ======== ========

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

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1996, 1995 and 1994


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 additions to the allowances
       based on their judgments about information available to them at the time
       of their 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
       straight-line method over the period to maturity. This method does not
       significantly differ from the interest method.
       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 1996, 1995 or 1994.
       Unrealized holding gains and losses, net of tax, on securities available
       for sale are reported as a net amount in a separate component of
       stockholders' 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, 1996, 1995 and 1994
                                   (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
       The Bank has a plan whereby a percentage of the eligible employee's
       compensation is contributed by the Bank to his individual retirement
       account. The percentage is determined annually by the Board of Directors.
       For 1996, 1995 and 1994, the percentage was 6%. To be eligible to
       participate, an employee must be at least 21 years old and have been
       employed by the Bank for two of the preceding five years. Contributions
       (in thousands) to this plan in 1996, 1995 and 1994 amounted to
       approximately $115, $107 and $86.
   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 280,623 in 1996, 280,691 in 1995, and 281,842 in 1994.

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1996, 1995 and 1994
                                   (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,
    1996 and 1995 was $1,859 and $1,358.

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
    were as follows:

                                             GROSS        Gross
                               AMORTIZED   UNREALIZED   UNREALIZED    FAIR
                                 COST        GAINS        LOSSES      VALUE
                               ---------   ----------   ----------  -------
   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
                               ========       ===          ===       ======
   Securities available for
     sale - December 31, 1995 -
   U.S. Treasury                41,812        670           76       42,406
   U.S. Government agency
     securities                 31,909        111          344       31,676
                               -------        ---          ---       ------
                              $ 73,721        781          420       74,082
                              ========        ===          ===       ======
   Securities to be held to
   maturity - December 31, 1995 -
   State and municipal
     securities              $ 14,443          90           55       14,478
                             ========         ===          ===       ======

   Assets, principally securities, carried at approximately (in thousands)
   $41,234 at December 31, 1996 and $35,262 at December 31, 1995 were pledged
   to secure public deposits and for other purposes required or permitted by
   law.
   Gross proceeds from sales and maturities, and purchases (in thousands), of
   securities for 1996 and 1995 are detailed below.

                                                            1996     1995
   PROCEEDS:                                                ----     ----
    Proceeds from available for sale (AFS) securities -  $22,515   15,376
      maturities
    Proceeds from AFS securities - sales                    ----     ----
    Proceeds from held to maturity securities -
      maturities and calls                                   183      410
                                                          ------   ------
    Total                                               $ 22,698   15,786
                                                        ========   ======

                         MINDEN BANCSHARES, INC. AND SUBSIDIARY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            December 31, 1996, 1995 and 1994
                                      (continued)

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

   PURCHASES:                                                    1996      1995
                                                              --------  --------
        Purchases of available for sale securities            $ 38,632     7,593
        Purchase of Federal Reserve Bank stock                     168       167
        Purchases of held to maturity securities                   524     3,478
                                                              --------  --------
        Total                                                 $ 39,324    11,238
                                                              ========  ========

        Gross losses (in thousands) of $253 were realized on sales of securities
        available for sale in 1994.  No gains were recognized. No gain or losses
        were recognized on the maturities and call of bonds held to maturity in
        1996 and 1995.

        The scheduled maturities (in thousands) of securities to be held to
        maturity and securities available for sale at December 31, 1996 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            $    488      490         34,938    34,950
   Due from one year to five years       2,663    2,700         53,178    53,278
   Due from five to ten years           10,699   10,793            666       645
   Due after ten years                     934      932          1,552     1,574
                                       -------   ------      ---------   -------
                                      $ 14,784   14,915         90,334    90,447
                                       =======   ======      =========   =======

4. LOANS
   -----
   Loans (in  thousands) at December  31, 1996 and 1995 consisted of the
   following:
                                                  1996          1995
                                              ----------     ---------
    Commercial, financial and agricultural      $31,567        29,676
    Real estate - construction                    3,381         2,722
    Real estate - mortgage                       60,025        50,651
    Installment - individuals                    18,143        15,148
    Other                                         2,368         1,502
                                               ---------      --------
                                                115,484        99,699
    Unearned discount                              (138)         (318)
                                               ---------      --------
                                                115,346        99,381
    Allowance for loan losses                    (3,306)       (3,397)
                                               ---------      --------
                                               $112,040        95,984
                                               =========      ========

    Changes in the allowance for loan losses (in thousands) are summarized as
    follows:
                                           1996        1995       1994
                                         -------     -------    -------
    Beginning balance                    $3,397       3,395      3,354
     Provision charged to operations          _           _          _
     Loans charged off                     (244)       (180)      (218)
     Recoveries                             153         182        259
                                         -------     -------    -------
    Ending balance                       $3,306       3,397      3,395
                                         =======     =======    =======



                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1996, 1995 and 1994
                                   (continued)


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

   Commitments to fund loans at December 31, 1996, 1995 and 1994 (in thousands)
   amounted to approximately $17,432 - 1996, $19,045 - 1995 and $9,476 - 1994.
   Loans on which the accrual of interest has been discontinued amounted (in
   thousands) to approximately $355, $403 and $677 at December 31, 1996, 1995
   and 1994.  Had these loans been current in accordance with their original
   terms, related interest income (in thousands) would have approximated $36,
   $48 and $59 for 1996, 1995 and 1994.  Loans on which the accrual of interest
   has been reduced, or whose terms have been otherwise modified, amounted (in
   thousands) to approximately $-0-, $69 and $168 at December 31, 1996, 1995
   and 1994, respectively.

   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, 1996 and 1995 are
   summarized as follows:
                                            Estimated
                                           Useful Lives        1996       1995
                                          --------------    -------    -------
     Land                                                    $  988        978
     Buildings and improvements            8 - 50 Years       2,881      3,094
     Furniture, fixtures and equipment     5 - 15 Years         679      1,474
     Vehicles                              3 -  5 Years          28         28
                                                            -------    -------
                                                              4,576      5,574
     Less - accumulated depreciation                          1,483      2,376
                                                            -------    -------
     Bank premises and equipment                             $3,093      3,198
                                                            =======    =======

   Depreciation (in thousands) charged to operations in 1996,  1995 and 1994
   amounted to $193, $188 and $153, respectively.


6. INCOME TAXES
   ------------
   Federal income tax expense (in thousands) for December 31, 1996, 1995 and
   1994 is as follows:

                                                   1996        1995        1994
                                                -------     -------     -------
     Currently payable                           $1,932       1,541       1,340
     Deferred (prepaid)                             141          76          (4)
                                                -------     -------     -------
        Income tax expense                      $ 2,073       1,617       1,336
                                                =======     =======     =======

     Federal statutory tax rate                    34.0%       34.0%       34.0%
     Tax-exempt income                             (3.8)       (4.2)       (4.2)
     Other - net                                     .8          .8         1.5
                                                -------     -------     -------
        Effective tax rate                         31.0%       30.6%       31.3%
                                                =======     =======     =======

   Included in other assets are deferred federal income taxes (in thousands) of
   $564 and $640 at December 31, 1996 and 1995.  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 $11,291 at December 31, 1996.  These  earnings have been
   reinvested in the subsidiary Bank.

                                MINDEN BANCSHARES, INC. AND SUBSIDIARY
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   December 31, 1996, 1995 and 1994
                                             (continued)


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

    The deferred tax asset at December 31, 1996 and 1995 consists of the
    following:
                                                               1996        1995
                                                              ------      ------
    Deferred tax assets:                                         (in thousands)
       Reserve for loan losses                                $ 823         853
       ORE write downs                                           38          38
                                                              ------      ------
                                                                861         891
    Deferred tax liability:
       Discount on investments                                 (258)       (128)
       Net unrealized appreciation on securities AFS            (39)       (123)
                                                              ------      ------
                                                               (297)       (251)
                                                              ------      ------
    Net deferred tax assets (based upon 34% tax rate)         $ 564         640
                                                              ======      ======

   Management has determined that no valuation allowance is necessary.

7. UNDIVIDED PROFITS
   -----------------
   At December 31, 1996 and 1995, 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 descretionary 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
   corrective 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 captial amounts and classification are also subject to qualitative
   judgements 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 fourth 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, 1996,
   that the Bank meets all capital adequacy requirements to which it is subject.

   As of December 31, 1996, the most recent notification from the Office of the
   Comptroller of 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 capital,
   Tier I risk-based capital, 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 in the institutions 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 31,1996:
  Total Captial                                    >           >             >            >
   (to Risk Weighted Assets)   $27,033   23.6%     = $9,328    = 8.0%        = $11,600    =10.0%
  Tier 1 Captial                                   >           >             >            >
   (to Risk Weighted Assets)   $25,576   22.3%     = $4,664    = 4.0%        = $ 6,996    = 6.0%
   Tier 1 Captial                                  >           >             >            >
   (to Average Assets)         $25,576   10.3%     = $9,932    = 3.0%        = $12,416    = 5.0%
</TABLE>

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1996, 1995 and 1994
                                   (continued)


8.  RELATED PARTY TRANSACTIONS
    --------------------------
    At December 31, 1996 and 1995, 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 $10,557 and $6,827, respectively.
    Deposits  with the  Bank  from  the  above  related  parties  amounted   (in
    thousands) to  $21,952 at December 31, 1996.  Below  is  a  summary  of  the
    activity for 1996 and 1995 (in thousands):
                                                                   1996     1995
                                                                -------   ------
    Beginning balance                                            $6,827    6,821
    Additional borrowings                                         9,669    1,786
    Repayments of borrowings                                      5,939    1,780
                                                                -------   ------
    Ending balance                                              $10,557    6,827
                                                                =======   ======

    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
    $1,244  at  December  31,  1996,  and $2,688  at  December  31, 1995.  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:

                                                                     1996   1995
                                                                     ----   ----
    Bank One, interest at Chase Manhattan Bank prime,
        principal due $90 thousand per year; interest due
        semi-annually                                                $ 90    180
                                                                     ====   ====

    The  debt is  secured  by 16,500 shares of stock in Minden  Bank  and  Trust
    Company.  The note will mature in 1997 with the remaining balance of $90,000
    being paid.

11. TIME DEPOSITS
    -------------
    Time  deposits  (in  thousands) of $100,000 or more amounted  to $21,946  at
    December 31, 1996 and $17,726 at December 31, 1995. Maturities (in millions)
    over five years: $82,207 - 1997, $13,162 - 1998, $3,989 - 1999, $-0- - 2000,
    and $-0- - 2001.

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1996, 1995 and 1994
                                   (continued)


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  million.  The  Bank paid approximately $2.1 million in  excess  of
    assets acquired  and this amount was allocated to deposit based  intangibles
    and is  being amortized over 15 years. Amortization (in thousands)  included
    in the income statement for 1996 and 1995 is $143 and $110 respectively. The
    deposit base intangible net of amortization is included in other assets.

    The Bank is in the process of acquiring First Federal Savings Bank (FFSB) in
    Shreveport,  Louisiana.  An  agreement was signed  on  January  23, 1997  to
    acquire  FFSB  and the  purchase is anticipated to be completed  during  the
    second quarter of 1997.  FFSB has assets of $36.481 million and  liabilities
    of $33.051 million.

    The  Bank is  paying  $5,411,200 cash for FFSB  and  will  account  for  the
    transaction as a purchase. The purchase price is $1,981,200 over book value.
    The purchase is anticipated to be funded out of current operations.

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 quota-
       tions, so fair value estimates are based on quoted market prices of simi-
       lar 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, 1996 and 1995,  are dis-
       closed 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 exp-
       erience with  repayments for each loan  classification,  modified, as re-
       quired,  by an estimate of the  effect  of current economic  and  lending
       conditions.  For purposes of estimating fair value,  loans with a remain-
       ing  maturity of  three months or  less and adjustable rate loans are as-
       sumed to be carried at approximate fair value due to repricing at current
       market rates.

       Fair value for significant  nonperforming loans is based on recent exter-
       nal 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 inform-
       ation and  specific borrower  information.  The following table  presents
       information on loans (in thousands):

                     MINDEN BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 1996, 1995 and 1994
                                   (continued)


13. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
    -----------------------------------------------
                                                  1996               1995
                                          ------------------  ------------------
                                           Book    Estimated   Book    Estimated
                                           Value      Fair     Value      Fair
                                          (Gross)     Value   (Gross)     Value
                                          --------  --------  -------  ---------
     Loans                                $115,346   116,415   99,381    100,528
                                          ========  ========  =======  =========

    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, 1996 and 1995. 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 simi-
       lar remaining  maturities.  The following  table presents  information on
       deposits (in thousands):
                                                  1996               1995
                                          ------------------  ------------------
                                                   Estimated           Estimated
                                           Book       Fair     Book       Fair
                                           Value      Value    Value      Value
                                          --------  --------  -------  ---------
       Noninterest-bearing demand         $ 38,197    38,197   35,698     35,698
       Savings and
         interest-bearing demand            78,431    78,431   70,511     70,511
       Certificates of deposit              99,368    99,573   89,887     90,179
                                          --------  --------  -------  ---------
                                          $215,996   216,201  196,096    196,388
                                          ========  ========  =======  =========

    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, and  note payable  approximate  fair value  because of the
       short maturities or periodic repricing of these instruments.

    e. LIMITATIONS
       Fair  value estimates are made at a specific point in time,  based on re-
       levant 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
       particular   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 experi-
       ence, current economic conditions, risk characteristics of various finan-
       cial  instruments, 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 significantly affect the estimates.
       Fair value  estimates  are  based  on existing  on-and  off-balance sheet
       financial  instruments  without  attempting  to  estimate  the  value  of
       anticipated future business and the value of assets and  liabilities that
       are not considered financial instruments.

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, 1996 or 1995. 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.


                                    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 8, 1997, 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  8,  1997, 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 8, 1997, 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 8, 1997, 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 28, 1997                             Jack E. Byrd, Jr.
                                           Director,
                                           President and Chief
                                           Executive Officer


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

       Harry E. McInnis, Jr.                    James D. Madden
       Director and                             Director
       Chairman of the Board                    March 28, 1997
       March 28, 1997

       Don D. Moore                             S. Douglas Madden
       Director and Vice Chairman               Director
       of the Board                             March 28, 1997
       March 27, 1997

       John W. Montgomery                       R. Thad Andress
       Director                                 Director
       Secretary                                March 28, 1997
       March 28, 1997

       Joe E. Ratcliff                          Don L. Brice
       Director                                 Director
       March 28, 1997                           March 28, 1997

       Howard G. Spillers                       Dr. Edward D. Brown
       Director                                 Director
       March 28, 1997                           March 28, 1997

       Dr. Gary G. Daniel                       R. E. (Mike) Woodard, III
       Director                                 Director
       March 28, 1997                           March 28, 1997

       Hal K. Jackson                           Robert W. Hines, Jr.
       Director                                 Vice President and
       March 28, 1997                           Chief Financial Officer
                                                March 28, 1997


                             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