<TABLE>
<CAPTION>
                      THE IBERVILLE BUILDING AND LOAN ASSOCIATION
                          STATEMENTS OF FINANCIAL CONDITION
                          June 30, 1998 and December 31, 1997



                                                             June 30,   December 31,
                                                               1998         1997
                                                           (Unaudited)   (Restated)
                                                            ----------   ----------
<S>                                                        <C>          <C>        
    ASSETS
    Cash and amounts due from depository institutions..... $   199,861  $   142,714
    Interest-bearing deposits in other institutions.......   1,461,374      967,494
                                                            ----------   ----------
      Total cash..........................................   1,661,235    1,110,208
                                                            ----------   ----------
    Investment securities held-to-maturity (estimated
     market value $15,133 and $15,085)....................      15,152       15,152
    Mortgage-backed securities held-to-maturity (esti-
     mated market value $2,031,445 and $2,374,282)........   2,036,437    2,385,948
    Mortgage-backed securities available-for-sale (amor-
     tized cost $1,744,271 and $1,943,217)................   1,744,475    1,947,685
                                                            ----------   ----------
      Total investment securities.........................   3,796,064    4,348,785
                                                            ----------   ----------
    Loans receivable......................................  17,327,012   16,722,127
    Less allowance for loan losses........................     405,621      403,768
                                                            ----------   ----------
      Loans receivable, net...............................  16,921,391   16,318,359
                                                            ----------   ----------
    Premises and equipment, net...........................     155,559      163,330
    Federal Home Loan Bank stock, at cost.................     165,900      363,100
    Accrued interest receivable...........................      88,609       80,394
    Other assets..........................................      92,983       10,822
                                                            ----------   ----------
      Total assets........................................ $22,881,741  $22,394,998
                                                            ==========   ==========


    LIABILITIES AND EQUITY
    Deposits.............................................. $21,048,433  $20,026,417
    Advances from Federal Home Loan Bank..................           -      610,000
    Advances by borrowers for taxes and insurance.........      12,086       15,004
    Federal income taxes payable..........................      39,044       47,657
    Other liabilities and deferrals.......................      63,624       73,960
                                                            ----------   ----------
      Total liabilities...................................  21,163,187   20,773,038
                                                            ----------   ----------
    Commitments and contingencies.........................           -            -
                                                            ----------   ----------
    Retained earnings - substantially restricted..........   1,718,425    1,619,011
    Accumulated other comprehensive income................         129        2,949
                                                            ----------   ----------
      Total equity........................................   1,718,554    1,621,960
                                                            ----------   ----------
      Total liabilities and equity........................ $22,881,741  $22,394,998
                                                            ==========   ==========

</TABLE>
    The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
                   THE IBERVILLE BUILDING AND LOAN ASSOCIATION
                  STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                    Three Months Ended June 30, 1998 and 1997
                     Six Months Ended June 30, 1998 and 1997




                                  --Three months ended---   ----Six months ended---
                                    June 30,     June 30,     June 30,     June 30,
                                     1998         1997         1998         1997
                                 (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)
                                  ----------   ----------   ----------   ----------
<S>                              <C>          <C>          <C>          <C>        
    INTEREST INCOME
    Loans....................... $   360,401  $   347,281  $   733,970  $   675,814
    Mortgage-backed securities..      55,568       63,242      118,689      125,633
    FHLB stock and other
     securities.................       2,705        5,398        8,272        9,733
    Deposits....................      17,396       16,409       29,634       38,398
                                  ----------   ----------   ----------   ----------
      Total interest income.....     436,070      432,330      890,565      849,578
                                  ----------   ----------   ----------   ----------

    INTEREST EXPENSE
    Deposits
     Interest-bearing demand
      deposit accounts..........      32,337       17,732       48,145       34,851
     Passbook savings accounts..      26,560       22,556       50,164       44,219
     Certificate of deposit
      accounts..................     167,529      186,268      350,988      374,049
                                  ----------   ----------   ----------   ----------
      Total interest on deposits     226,426      226,556      449,297      453,119
    Advances from Federal Home
     Loan Bank..................       4,361            -       11,284            -
                                  ----------   ----------   ----------   ----------
      Total interest expense....     230,787      226,556      460,581      453,119
                                  ----------   ----------   ----------   ----------
      Net interest income.......     205,283      205,774      429,984      396,459
    Provision for losses on
     loans......................       3,000       11,000       14,960       23,000
                                  ----------   ----------   ----------   ----------
    NET INTEREST INCOME AFTER
     PROVISION FOR LOSSES ON
     LOANS......................     202,283      194,774      415,024      373,459
                                  ----------   ----------   ----------   ----------

    NON-INTEREST INCOME
    Service charges on deposit
     accounts...................      20,064       18,894       40,935       36,012
    Other.......................       3,228       11,061        6,929       14,847
                                  ----------   ----------   ----------   ----------
      Total non-interest income.      23,292       29,955       47,864       50,859
                                  ----------   ----------   ----------   ----------

</TABLE>
    Continued . . .
<PAGE>
<TABLE>
<CAPTION>
                                  --Three months ended---   ----Six months ended---
                                    June 30,     June 30,     June 30,     June 30,
                                     1998         1997         1998         1997
                                 (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)
                                  ----------   ----------   ----------   ----------
<S>                              <C>          <C>          <C>          <C>        
    NON-INTEREST EXPENSES
    Compensation and benefits... $    77,159  $    83,160  $   164,246  $   167,532
    Occupancy...................       8,096        9,084       12,752       16,416
    Furniture and equipment.....       5,631        8,212       12,108       15,658
    Deposit insurance premium...       3,085        3,264        6,209        3,979
    Data processing.............      22,027       12,858       36,288       27,518
    Legal and other professional       7,200        7,200       14,400       11,705
    Advertising.................       3,561        3,304        8,737        7,614
    Office supplies and postage.       4,295        6,967       15,664       15,226
    Other general and
     administrative expenses....      13,669       13,980       32,501       29,378
                                  ----------   ----------   ----------   ----------
      Total non-interest
       expenses.................     144,723      148,029      302,905      295,026
                                  ----------   ----------   ----------   ----------

    INCOME BEFORE PROVISION FOR
     FEDERAL INCOME TAXES.......      80,852       76,700      159,983      129,292

    PROVISION FOR FEDERAL INCOME
     TAXES......................      34,108       29,628       60,569       49,388
                                  ----------   ----------   ----------   ----------
    NET INCOME..................      46,744       47,072       99,414       79,904
                                  ----------   ----------   ----------   ----------

    Other comprehensive income, 
     before tax:
      Unrealized holding gains
       (losses) on securities
       arising during the period       1,726        8,293       (4,272)      (1,010)
      Income tax expense (benefit)
       related to unrealized
       holding gains (losses)...         587        3,167       (1,452)        (174)
                                  ----------   ----------   ----------   ----------
    Other comprehensive income
     (loss), net of tax effects.       1,139        5,126       (2,820)        (836)
                                  ----------   ----------   ----------   ----------
    Comprehensive income........ $    47,883  $    52,198  $    96,594  $    79,068
                                  ==========   ==========   ==========   ==========

</TABLE>
    The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
                     THE IBERVILLE BUILDING AND LOAN ASSOCIATION
                            STATEMENTS OF CHANGES IN EQUITY
                         Six Months Ended June 30, 1998 and 1997



                                                Retained   Accumulated
                                               Earnings -      Other
                                                Substan-      Compre-
                                                 tially       hensive       Total
                                               Restricted     Income       Equity
                                               ----------   ----------   ----------
<S>                                           <C>          <C>          <C>        
    BALANCE, DECEMBER 31, 1996, AS PREVIOUSLY
     REPORTED.................................$ 1,477,100  $    (1,333) $ 1,475,767
    Prior period adjustment...................    (21,833)           -      (21,833)
                                               ----------   ----------   ----------
    BALANCE, DECEMBER 31, 1996, AS RESTATED...  1,455,267       (1,333)   1,453,934

    COMPREHENSIVE INCOME
    Net income................................     79,904            -       79,904
    Other comprehensive income, net of tax
      Unrealized losses on securities.........          -         (836)        (836)
                                               ----------   ----------   ----------
    BALANCE, JUNE 30, 1997 (Unaudited)........$ 1,535,171  $    (2,169) $ 1,533,002
                                               ==========   ==========   ==========



    BALANCE, DECEMBER 31, 1997, AS PREVIOUSLY
     REPORTED.................................$ 1,638,709  $     2,949  $ 1,641,658
    Prior period adjustment...................    (19,698)           -      (19,698)
                                               ----------   ----------   ----------
    BALANCE, DECEMBER 31, 1997, AS RESTATED...  1,619,011        2,949    1,621,960

    COMPREHENSIVE INCOME
    Net income, as restated...................     99,414            -       99,414
    Other comprehensive income, net of tax
      Unrealized losses on securities.........          -       (2,820)      (2,820)
                                               ----------   ----------   ----------
    BALANCE, JUNE 30, 1998 (Unaudited)........$ 1,718,425  $       129  $ 1,718,554
                                               ==========   ==========   ==========



</TABLE>

   The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
                   THE IBERVILLE BUILDING AND LOAN ASSOCIATION
                            STATEMENTS OF CASH FLOWS
                     Six Months Ended June 30, 1998 and 1997

                                                            ----Six months ended---
                                                              June 30,     June 30,
                                                               1998         1997
                                                           (Unaudited)  (Unaudited)
                                                            ----------   ----------
<S>                                                        <C>          <C>        
    CASH FLOWS FROM OPERATING ACTIVITIES
    Net income............................................ $    99,414  $    79,904
                                                            ----------   ----------
    Adjustments  to  reconcile  net  income to net cash 
     provided  by  operating activities:
      Depreciation........................................      10,499       13,500
      Provision for loan losses...........................      15,000       24,000
      Provision for deferred federal income tax (tax
       credit)............................................     (27,791)         228
      Amortization of net premium on investment and
       mortgage-backed securities.........................      15,723        9,497
      Net discount charged on installment loans...........      18,594       12,508
      Net loan fees deferred..............................       2,396           61
      Stock dividends from Federal Home Loan Bank.........      (7,800)     (10,000)
      Net decrease (increase) in interest receivable......      (8,215)       1,689
      Net decrease (increase) in other assets.............     (69,298)      19,154
      Net increase (decrease) in interest payable.........       4,997       (5,670)
      Net increase (decrease) in federal income taxes
       payable............................................      (8,613)      23,722
      Net increase in other liabilities...................       6,044       14,458
                                                            ----------   ----------
        Total adjustments.................................     (48,464)     103,147
                                                            ----------   ----------
    Net cash provided by operating activities.............      50,950      183,051
                                                            ----------   ----------


    CASH FLOWS FROM INVESTING ACTIVITIES
    Net increase in loans receivable......................    (639,022)    (448,913)
    Purchases of securities available-for-sale............    (119,776)    (156,148)
    Principal payments received on mortgage-backed
     securities available-for-sale........................     310,522      116,803
    Purchase of securities held-to-maturity...............           -     (154,850)
    Principal payments received on mortgage-backed
     securities held-to-maturity..........................     341,980      288,174
    Purchases of office property and equipment............      (2,728)      (3,565)
    Proceeds from sale of Federal Home Loan Bank stock....     205,000            -
                                                            ----------   ----------
    Net cash provided by (used in) investing activities..       95,976     (358,499)
                                                            ----------   ----------

</TABLE>
    Continued . . .
<PAGE>
<TABLE>
<CAPTION>
                                                            ----Six months ended---
                                                              June 30,     June 30,
                                                               1998         1997
                                                           (Unaudited)  (Unaudited)
                                                            ----------   ----------
<S>                                                        <C>          <C>        
    CASH FLOWS FROM FINANCING ACTIVITIES
    Net increase in deposit accounts...................... $ 1,017,019  $    69,678
    Net decrease in advances by borrowers for
     taxes and insurance..................................      (2,918)      (1,872)
    Repayment of advances from Federal Home Loan Bank.....    (610,000)           -
                                                            ----------   ----------
    Net cash provided by financing activities.............     404,101       67,806
                                                            ----------   ----------
    NET INCREASE (DECREASE) IN CASH.......................     551,027     (107,642)
      Cash - beginning of year............................   1,110,208    1,808,500
                                                            ----------   ----------
      Cash - end of year.................................. $ 1,661,235  $ 1,700,858
                                                            ==========   ==========


</TABLE>

    The accompanying notes are an integral part of these financial statements.
<PAGE>
                   THE IBERVILLE BUILDING AND LOAN ASSOCIATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                             June 30, 1998 and 1997


A:       SIGNIFICANT ACCOUNTING POLICIES

         The  accounting  and  reporting  policies  followed  by  The  Iberville
         Building and Loan Association (a mutual  association) are in accordance
         with generally  accepted  accounting  principles and conform to general
         practices within the savings and loan industry.

         The  accompanying  unaudited  financial  statements  were  prepared  in
         accordance  with  instructions  for Form 10-QSB and,  therefore  do not
         include information or footnotes necessary for a complete  presentation
         of  financial  position,  results  of  operations  and  cash  flows  in
         conformity with generally accepted accounting  principles.  Manage-ment
         believes that all normal recurring  adjustments that are neces-sary for
         a fair  presentation of interim period financial  information have been
         reflected in these financial statements.

         Comprehensive Income
         Statement  of  Financial   Accounting   Standards  No.  130,  Reporting
         Comprehensive  Income,  is effective for fiscal years  beginning  after
         December  15,  1997.  This  statement  establishes  standards  for  the
         determination,  reporting and presentation of comprehensive  income and
         its components in financial  statements.  The Association  adopted this
         statement in 1998. The only component of comprehensive  income included
         in the financial  statements was  unrealized  gain (loss) on securities
         available for sale.
<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

         The  profitability  of The  Iberville  Building  and  Loan  Association
("Iberville" or the "Association") depends primarily on its net interest income,
which is the difference between interest and dividend income on interest-earning
assets,  principally  loans,  mortgage-backed  securities  and  interest-earning
deposits  in  other  institutions,  and  interest  expense  on  interest-bearing
deposits and Federal Home Loan Bank ("FHLB")  advances.  Net interest  income is
dependent  upon the level of  interest  rates and the extent to which such rates
are changing.  Iberville's  profitability also is dependent, to a lesser extent,
on the level of its noninterest income,  provision for loan losses,  noninterest
expense  and income  taxes.  During  each of the periods  reported  herein,  net
interest  income after  provision  for loan losses  exceeded  total  noninterest
expense. Total noninterest expense consists of general, administrative and other
expenses,  such as compensation and benefits,  occupancy and equipment expenses,
deposit insurance premiums, and miscellaneous other expenses.

         The  Association's  operations and profitability are subject to changes
in interest rates,  applicable  statutes and  regulations  and general  economic
conditions, as well as other factors beyond the Association's control.

Changes in Financial Condition

         The  Association's  total  assets  increased  by  $487,000 or 2.2% from
December 31, 1997 to June 30, 1998. This increase was primarily due to increases
of $603,000 in net loans  receivable and $551,000 in cash and cash  equivalents,
and these increases were partially  offset by an aggregate  decrease of $553,000
in securities.  The Association continues to emphasize the origination of higher
yielding loans over the purchase of lower yielding mortgage-backed securities.

         The Association's  total classified  assets for regulatory  purposes at
June 30, 1998  (excluding  loss assets  specifically  reserved  for) amounted to
$506,000,  all of which was classified as  substandard.  The largest  classified
asset at June 30, 1998 consisted of a $114,000 adjustable-rate residential loan.
The remaining  $392,000 of  substandard  assets at June 30, 1998 consisted of 12
residential  mortgage  loans  totaling  $326,000 and 10 consumer  loans totaling
$66,000.

         Deposits  increased  by $1.0 million or 5.1% in the first half of 1998.
As a result of the increase in deposits,  the Association repaid all of its FHLB
advances,  which  amounted  to  $610,000  at December  31,  1997.  Total  equity
increased by $96,000 or 5.9% in the first half of 1998.

Results of Operations

         Net income  decreased  by $1,000 or 2.1% in the quarter  ended June 30,
1998 and  increased  by $19,000 or 23.8% in the six months  ended June 30,  1998
compared  to the  respective  1997  periods.  The  decrease in the June 30, 1998
quarter  was due to a decrease  in  noninterest  income and an  increase  in the
effective  tax rate.  The  increased  net  income for the first half of 1998 was
primarily due to an increase in net interest  income and, to a lesser extent,  a
decline in the provision for loan losses.
<PAGE>
         Total interest income and interest  expense  increased  slightly in the
three and six months ended June 30, 1998 over the respective  1997 periods.  Net
interest  income was the same for the three months ended June 30, 1998 and 1997,
and net interest  income  increased by $34,000 or 8.6% in the first half of 1998
over the comparable 1997 period.

         The provision for loan losses  decreased by $8,000 in each of the three
and six months ended June 30, 1998 over the comparable 1997 periods. At June 30,
1998, the  Association's  total  non-accruing  loans  amounted to $207,000.  The
allowance  for loan losses  amounted to $405,000 at June 30, 1998,  representing
2.3% of the total loan portfolio and 195.2% of total  non-accruing loans at such
date.

         Noninterest  income  decreased  by $6,000 or 20.0% in the three  months
ended June 30, 1998 and by $3,000 or 5.9% in the six months  ended June 30, 1998
from the  comparable  1997  periods.  The declines  were  primarily due to lower
commissions from the sale of annuities and credit life insurance.

         Noninterest  expenses  nominally declined in the quarter ended June 30,
1998 and  increased by $8,000 or 2.7% in the first half of 1998  compared to the
respective  1997  periods.  The increase in the first half of 1998 was primarily
due to increases of $5,000 related to becoming Year 2000 computer  compliant and
$3,000 for office supplies.

         The provision for federal income taxes  increased by $6,000 or 20.7% in
the three  months  ended June 30, 1998 and by $12,000 or 24.5% in the six months
ended  June 30,  1998 over the  respective  1997  periods.  The  increases  were
primarily due to increases in pre-tax  income and, in the quarter ended June 30,
1998,  an  increase  in the  effective  tax  rate to  43.2%  from  38.2%  in the
comparable 1997 quarter.

Liquidity and Capital Resources

         Iberville is required under applicable federal  regulations to maintain
specified levels of "liquid" investments in qualifying types of U.S. Government,
federal agency and other  investments  having  maturities of five years or less.
Current Office of Thrift Supervision  ("OTS") regulations require that a savings
institution  maintain  liquid  assets of not less than 4% of its  average  daily
balance of net withdrawable  deposit accounts and borrowings payable in one year
or less.  At June 30, 1998,  Iberville's  liquidity was in excess of the minimum
OTS requirement.

         Cash was generated by Iberville's operating activities during the first
half of 1998 and 1997  primarily as a result of net income in each  period.  The
adjustments  to reconcile net income to net cash  provided by operations  during
the periods presented consisted primarily of the provisions for loan losses, the
provisions  for  depreciation  and  amortization,  accretion  of the premiums on
mortgage-backed securities,  amortization of the discount on consumer loans, the
FHLB stock  dividends,  and  increases or decreases  in various  receivable  and
payable  accounts.  The  primary  investing  activities  of  Iberville  are  the
origination of loans and the purchase of mortgage-backed  securities,  which are
primarily  funded with the proceeds from  repayments and prepayments on existing
loans  and  mortgage-backed  securities  and  the  maturity  of  mortgage-backed
securities.  Investing  activities  used  net  cash in the  first  half of 1997,
primarily  due  to  increases  in  the  net  loan  portfolio  and  purchases  of
securities. In the first half of 1998, investing activities provided net cash as
<PAGE>
the principal  payments on mortgage-backed  securities  exceeded the increase in
the loan portfolio. The primary financing activity consists of deposits and FHLB
advances.  Financing activities provided net cash in the first half of both 1998
and  1997 due to an  increase  in  deposits.  Total  cash  and cash  equivalents
increased by $551,000 in the first half of 1998 and decreased by $108,000 in the
first half of 1997. Total cash and cash equivalents  amounted to $1.7 million at
June 30, 1998.

         Iberville  believes  that it has adequate  resources to fund all of its
commitments and that it can adjust the rate on certificates of deposit to retain
deposits in changed  interest rate  environments.  If Iberville  requires  funds
beyond its internal funding  capabilities,  advances from the FHLB of Dallas are
available as an additional source of funds.

         Iberville is required to maintain regulatory capital sufficient to meet
tangible,  core and risk-based  capital ratios of at least 1.5%,  3.0% and 8.0%,
respectively.  At  June  30,  1998,  Iberville  exceeded  each  of  its  capital
requirements,  with tangible, core and risk-based capital ratios of 7.51%, 7.51%
and 15.47%, respectively.

Impact of Inflation and Changing Prices

         The financial  statements and related  financial data presented  herein
have been prepared in accordance with generally accepted  accounting  principles
which  generally  require the  measurement  of financial  position and operating
results in terms of historical dollars,  without considering changes in relative
purchasing power over time due to inflation.  Unlike most industrial  companies,
virtually all of Iberville's assets and liabilities are monetary in nature. As a
result,  interest rates generally have a more significant  impact on Iberville's
performance than does the effect of inflation. Interest rates do not necessarily
move in the same  direction or in the same  magnitude as the prices of goods and
services,  since such prices are affected by  inflation to a larger  extent than
interest rates.

The Year 2000

         The Association  has reviewed its computer and data  processing  issues
relating to the Year 2000 and has  developed a written  Year 2000 Policy as well
as a written Year 2000 Contingency  Plan.  Management  believes that most of the
Association's  hardware  and  terminals  will not need to be  replaced  but that
certain software will need to be upgraded.  The Association's data processing is
handled by an independent third party data center,  and management is monitoring
the data  center's  progress and timetable to resolving  issues  relating to the
Year 2000. Testing with the data center commenced in mid-September  1998. If the
data  center is able to become  Year 2000  compliant  in a timely  manner,  then
management  believes  that  issues  related  to the  Year  2000  will not have a
material adverse effect on the  Association's  liquidity,  capital  resources or
consolidated  results of operations.  The  Association  currently  estimates the
total cost of becoming Year 2000 compliant to be approximately $15,000 (of which
$5,000  has been  incurred  as of June 30,  1998)  and  expects  to be Year 2000
compliant by the end of 1998.

         In the event the third  party data center is unable to become Year 2000
compliant in a timely manner, the Association has established a contingency plan
to switch to another data center. The Association is in the process of receiving
an estimate  from another data center as to the cost of conversion to their data
center.  While the costs of  switching  to another data center have not yet been
quantified,  management  currently does not believe that such costs would have a
material adverse effect on the  Association's  liquidity,  capital  resources or
consolidated results of operations.