UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549
                                
                            Form 10-Q
                                
     Quarterly Report Pursuant to Section 13 or 15(d) of the
             Securities Exchange Act of 1934 for the
  Quarter Ended September 30, 1998 Commission File Number:  0-12437
                                
                                
                       One American Corp.
     (Exact name of registrant as specified in its charter)


Louisiana                             72-0948181
(State or other jurisdiction of       (IRS Employer Identification No.)
Incorporation of Organization)

 2785 LA Hwy. 20 West
 P. O. Box 550
 Vacherie, Louisiana                          70090-0550
(Address of principal executive offices)      (Zip Code)

Registrant's Telephone Number, including area code:  (504) 265-2265

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:
                                
                  Common Stock, $2.50 Par Value
                        (Title of Class)

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X    No ___

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

      Common stock $2.50 Par Value, 2,671,278 shares outstanding
as of November 12, 1998.


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<PAGE>                                                                   
                         Form 10-Q Index
                                
                             Part I
Financial Information

     Financial Statements

     Consolidated Balance Sheets,
     September 30, 1998, December 31, 1997 and September 30, 1997  3

     Consolidated Statements of Income
     for the three and nine months ended September 30, 1998 and
     1997                                                          4

     Consolidated Statements of Changes in Stockholders' Equity
     for the nine months ended September 30, 1998 and 1997         5

     Consolidated Statements of Cash Flows
     for the nine months ended September 30, 1998 and 1997         6

     Notes to Consolidated Financial Statements                    7

     Management's Discussion and Analysis of Financial Condition
     and Results of Operations                                    11

     Average Balance Sheets and Interest Rate Analysis
     for the three months ended September 30, 1998,
     June 30, 1998 and September 30, 1997                         23

     Average Balance Sheets and Interest Rate Analysis
     for the nine months ended September 30, 1998
     and September 30, 1997                                       24

     Interest Differentials
     for the three months ended September 30, 1998,
     June 30, 1998, and September 30, 1997 and the
     nine months ended September 30, 1998 and 1997                25

                                
                             Part II
Other Information

     Legal Proceedings                                            26

     Exhibits and Reports on Form 8-K                             27

     Management's Responsibility for Financial Reporting          27

     Signatures                                                   28

                                   2
<PAGE>
<TABLE>
<CAPTION>
Consolidated Balance Sheets
One American Corp. and Subsidiaries                                         Unaudited     Unaudited      Unaudited
                                                                        September 30,  December 31,  September 30,
In thousands                                                                1998           1997          1997
<S>                                                                           <C>           <C>            <C>
Assets
   Cash and Due From Banks                                                    $11,562       $10,219        $12,179
   Interest Bearing Deposits in Other Banks                                     3,445         2,896          3,501
   Federal Funds Sold and Securities
     Purchased Under Resale Agreements                                         13,375        12,150         10,975
   Securities
      Available for Sale (Amortized Cost of $98,345, $114,212
         and $108,030, respectively)                                           99,617       114,877        108,568
         Total Securities                                                      99,617       114,877        108,568
   Loans                                                                      175,796       149,165        146,108
      Less:  Allowance for Loan Losses                                         (3,425)       (2,190)        (1,711)
   Loans, Net                                                                 172,371       146,975        144,397

   Bank Premises and Equipment                                                 11,386        10,837         10,593
   Other Real Estate                                                               19            78            128
   Accrued Interest Receivable                                                  2,015         2,176          2,060
   Other Assets                                                                 2,409         2,186          3,210
        Total Assets                                                         $316,199      $302,394       $295,611

Liabilities
   Deposits:
     Noninterest Bearing                                                      $52,579       $52,015        $49,244
     Interest Bearing                                                         223,279       211,642        208,383
         Total Deposits                                                       275,858       263,657        257,627

   Accrued Interest Payable                                                       767           777            686
   Other Liabilities                                                            2,027         1,705          1,532
        Total Liabilities                                                     278,652       266,139        259,845

Stockholders' Equity
   Common Stock-$2.50 par value;
     Authorized-10,000,000 shares;
      Issued-3,000,000 shares                                                   7,500         7,500          7,500
   Surplus                                                                      5,000         5,000          5,000
   Retained Earnings                                                           25,622        23,943         23,536
   Unrealized Gain (Loss) on Securities Available for Sale, Net                   839           439            355
   Treasury Stock - 328,722, 296,900 and 296,770 shares at cost                (1,414)         (627)          (625)
        Total Stockholders' Equity                                             37,547        36,255         35,766
        Total Liabilities and Stockholders' Equity                           $316,199      $302,394       $295,611

The accompanying notes are an integral part of these financial statements.
</TABLE>
                    
                                   3
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Income
One American Corp. and Subsidiaries                                              Three Months Ended        Nine Months Ended
for the three and nine months ended September 30, 1998 and 1997             Unaudited     Unaudited      Unaudited Unaudited
In thousands, except per share data                                              1998          1997           1998      1997
<S>                                                                            <C>           <C>           <C>        <C>
Interest Income
   Interest and Fees on Loans                                                  $3,903        $3,404        $11,072    $9,857
   Interest on Securities:
      Taxable Interest                                                          1,439         1,489          4,454     4,477
      Nontaxable Interest                                                         144           153            438       422
         Total Interest on Securities                                           1,583         1,642          4,892     4,899
   Other Interest Income                                                          147           162            572       583

      Total Interest Income                                                     5,633         5,208         16,536    15,339

   Interest Expense on Deposits                                                 2,136         1,940          6,190     5,677
      Net Interest Income                                                       3,497         3,268         10,346     9,662

Provision for Loan Losses                                                         225           300            975       525
   Net Interest Income After
      Provision for Loan Losses                                                 3,272         2,968          9,371     9,137

Other Income
   Service Charges on Deposit Accounts                                            523           522          1,542     1,565
   Gain on Securities                                                               0             0              0       190
   Gain on Purchased Assets                                                       146           125            571       406
   Other Operating Income                                                         235           255            719       650
      Total Other Income                                                          904           902          2,832     2,811
      Income Before Other Expenses                                              4,176         3,870         12,203    11,948

Other Expenses
   Salaries and Employee Benefits                                               1,269         1,192          3,786     3,468
   Net Occupancy Expense                                                          333           326            962       931
   Net ORE and Repossession Expense                                                11           (32)            (9)      (59)
   Other Operating Expenses                                                       982           930          2,868     2,857
      Total Other Expenses                                                      2,595         2,416          7,607     7,197
       Income Before Income Taxes                                               1,581         1,454          4,596     4,751
Applicable Income Taxes                                                           513           460          1,505     1,594
      Net Income                                                               $1,068          $994         $3,091    $3,157

      Net Income Per Share                                                      $0.40         $0.37          $1.15     $1.17

      Cash Dividends Per Share                                                  $0.18         $0.15          $0.53     $0.45

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                   4
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Changes in Stockholders' Equity
One American Corp. and Subsidiaries
for the nine months ended September 30, 1998 and 1997                       Unaudited     Unaudited
In thousands                                                                     1998          1997
<S>                                                                            <C>           <C>
Common Stock
  Balance - Beginning and End of Period                                        $7,500        $7,500

Surplus
  Balance - Beginning and End of Period                                        $5,000        $5,000

Retained Earnings
  Balance - Beginning of Period                                               $23,943       $21,596
  Net Income                                                                    3,091         3,157
  Cash Dividends                                                               (1,412)       (1,217)
  Balance - End of Period                                                     $25,622       $23,536

Unrealized Gain (Loss) on Securities Available for Sale, Net
  Balance - Beginning of Period                                                  $439           $64
  Net Change in Unrealized Gain (Loss)                                            400           291
  Balance - End of Period                                                        $839          $355

Treasury Stock
  Balance - Beginning of Period                                                 ($627)        ($625)
  Treasury Stock Purchased (31,822 shares )                                      (787)            0
  Balance - End of Period                                                     ($1,414)        ($625)

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                   5
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
One American Corp. and Subsidiaries
for the nine months ended September 30, 1998 and 1997                       Unaudited     Unaudited
In thousands                                                                     1998          1997
<S>                                                                            <C>           <C>
Cash Flows From Operating Activities
  Net Income                                                                   $3,091        $3,157
  Adjustments to Reconcile Net Income to Net
    Cash Provided by Operating Activities:
      Gain on Purchased Assets                                                   (571)         (405)
      Provision for Depreciation                                                  611           562
      Provision for Loan Losses                                                   975           525
      Net Amortization (Accretion) on Securities                                 (216)          (89)
      Provision (Credit) for Deferred Income Taxes                               (332)          232
      (Gain) Loss on Sale of Other Real Estate and Repossessions                   (6)          (59)
      (Gain) Loss on Securities                                                     0          (189)
   Changes in Assets and Liabilities:
      (Increase) Decrease in Accrued Interest Receivable                          161           (29)
      (Increase) Decrease in Other Assets                                         (96)       (1,166)
      Increase (Decrease) in Accrued Interest Payable                             (10)           (7)
      Increase (Decrease) in Other Liabilities                                    429           413
        Net Cash Provided by Operating Activities                               4,036         2,945
Cash Flows From Investing Activities
  Maturities or Calls of Securities Available for Sale                         50,731        44,159
  Purchases of Securities Available for Sale                                  (34,650)      (40,302)
  Proceeds from Sale of Securities Available for Sale                               0           189
  Net (Increase) Decrease in Federal Funds Sold                                (1,225)        2,350
  Net (Increase) Decrease in Loans                                            (25,834)      (11,872)
  Proceeds from Sale of Other Real Estate and Repossessions                        99           130
  Purchases of Premises and Equipment                                          (1,160)       (1,509)
  Proceeds from Other Borrowings                                                 (106)          (64)
    Net Cash Used in Investing Activities                                     (12,145)       (6,919)
Cash Flows From Financing Activities
  Net Increase (Decrease) in Demand Deposits, NOW
    and Savings Accounts                                                        5,609        (7,586)
  Net Increase (Decrease) in Certificates of Deposits                           6,593        14,509
  Dividends Paid                                                               (1,413)       (1,215)
   Treasury Stock Purchased                                                      (788)            0
    Net Cash Provided By Financing Activities                                  10,001         5,708
Increase (Decrease) in Cash and Cash Equivalents                                1,892         1,734
Cash and Cash Equivalents - Beginning of Period                                13,115        13,946
Cash and Cash Equivalents - End of Period                                     $15,007       $15,680
Supplemental Disclosure of Cash Flow Information:
   Income Tax Payments                                                         $1,745        $1,231
   Interest Paid on Deposits                                                   $6,200        $5,685
Noncash Investing Activities:
   Other Real Estate Acquired in Settlement of Loans                              $34          $131
   Change in Unrealized Gain (Loss) on
      Securities Available for Sale                                              $606          $441
   Change in Deferred Tax Effect on
      Unrealized Gain (Loss) on Securities Available for Sale                    $206          $150
Noncash Financing Activities:
   Dividends Declared and Not Paid                                               $472          $406

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                   6
<PAGE>
               One American Corp. and Subsidiaries
           Notes to Consolidated Financial Statements
                       September 30, 1998
                           (UNAUDITED)
                                
Summary of Significant Accounting Policies

     The accounting principles followed by One American Corp.
(the Company) and its wholly owned Subsidiaries, First American
Bank and Trust (the Bank), and One American Agency, Inc. are
those which are generally practiced within the banking industry.
The methods of applying those principles conform to generally
accepted accounting principles and have been applied on a
consistent basis.  The principles that significantly affect the
determination of financial position, results of operations,
changes in stockholders' equity, and cash flows are summarized
below.

     Presentation -  The accompanying unaudited consolidated
interim financial statements do not include all of the
information and footnotes required by generally accepting
accounting principles.  Management is of the opinion that the
unaudited interim financial statements reflect all normal,
recurring accrual adjustments necessary to provide a fair
statement of the results for the interim periods presented.  It
is noted that the results of the first nine months ended
September 30, 1998 are no indication of the expected results for
the annual period that ends December 31, 1998.  Additional
information concerning the audited financial statements and notes
can be obtained from One American Corp.'s annual report and Form
10-K filed for the period ended December 31, 1997.

     Principles of Consolidation - The consolidated financial
statements include the accounts of One American Corp. and its
wholly-owned subsidiaries, First American Bank and Trust, and One
American Agency, Inc.  All significant intercompany balances and
transactions have been eliminated.  Certain reclassifications to
previously published financial statements have been made to
comply with current reporting requirements.

     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 reported amounts of revenues and expenses during
the period.  Actual results could differ from those estimates.

     Material estimates that are particularly susceptible to
change in the near-term relate to the determination of the
allowance for loan losses and the valuation of real estate
acquired in connection with foreclosures or in satisfaction of
loans.  In connection with the determination of the allowance for
loan losses and real estate owned, the Bank obtains independent
appraisals for significant properties.

     Securities - Management determines the appropriate
classification of debt securities (Held to Maturity, Available
for Sale, or Trading) at the time of purchase and re-evaluates
this classification periodically.  Securities that management has
both the intent and ability to hold to maturity regardless of
changes in market conditions, liquidity needs or changes in
general economic conditions are classified as securities held to
maturity.  These securities are carried at cost adjusted for

                                   7
<PAGE>
amortization of premium and accretion of discount, computed by
various methods approximating the interest method over their
contractual lives.
     Securities that may be sold prior to maturity are classified
as securities available for sale.  Any decision to sell a
security classified as available for sale would be based on
various factors, including significant movements in interest
rates, changes in the maturity mix of the Bank's assets and
liabilities, liquidity needs, regulatory capital considerations,
and other similar factors.  Securities available for sale are
carried at fair value.  Unrealized gains or losses are reported
as increases or decreases in stockholders' equity, net of the
related deferred tax effect.  Realized gains or losses,
determined on the basis of the cost of specific securities sold,
are included in earnings.  The Bank had no securities classified
as held to maturity or trading at September 30, 1998 or 1997.
Securities purchased for trading purposes are classified as
trading securities and are carried at market value with market
adjustments included in non-interest income.

     Loans - Loans are stated at principal amounts outstanding,
less unearned income and allowance for loan losses.  Interest on
commercial loans is accrued daily based on the principal
outstanding.  Interest on installment loans is recognized and
included in interest income using the sum-of-the-digits method,
which does not differ materially from the interest method.
     Generally, the Bank discontinues the accrual of interest
income when a loan becomes 90 days past due as to principal or
interest.  When a loan is placed on non-accrual status,
previously recognized but uncollected interest is reversed to
income or charged to the allowance for loan losses.  Interest
income is subsequently recognized only to the extent cash
payments are received.  The Bank classifies loans as impaired if,
based on current information and events, it is possible that the
Bank will be unable to collect the scheduled payments of
principal and interest when due according to the contractual
terms of the loan agreement.  The measurement of impaired loans
is based on the present value of the expected future cash flows
discounted at the loan's effective interest rate or the loan's
observable market price or based on the fair value of the
collateral if the loan is collateral-dependent.

     Allowance for Loan Losses - The allowance for loan losses is
an amount which in management's judgment is adequate to absorb
potential losses in the loan portfolio.  The allowance for loan
losses is based upon management's review and evaluation of the
loan portfolio.  Factors considered in the establishment of the
allowance for loan losses include management's evaluation of
specific loans; the level and composition of classified loans;
historical loss experience; results of examinations by regulatory
agencies; an internal asset review process; expectations of
future economic conditions and their impact on particular
borrowers; and other judgmental factors.  Allowances for impaired
loans are generally determined based upon collateral value or the
present value of estimated cash flows.
     The allowance for loan losses is based on estimates of
potential future losses, and ultimate losses may vary from the
current estimates.  These estimates are reviewed periodically and
as adjustments become necessary, the effect of the change in
estimate is charged to operating expenses in the period incurred.
All losses are charged to the allowance for loan losses when the
loss actually occurs or when management believes that the
collectibility of the principal is unlikely.  Recoveries are
credited to the allowance at the time of recovery.

     Bank Premises and Equipment - Bank premises and equipment
are stated at cost less accumulated depreciation.  Depreciation

                                   8
<PAGE>
is provided at rates based upon estimated useful service lives
(ten to thirty years for buildings, three to ten years for
equipment) using the straight-line method for financial reporting
purposes and accelerated methods for income tax purposes.
     The cost of assets retired or otherwise disposed of and the
related accumulated depreciation are eliminated from the accounts
in the year of disposal and the resulting gains or losses are
included in current operations.
     Expenditures for maintenance and repairs are charged to
operations as incurred.  Costs of major additions and
improvements are capitalized.

     Other Real Estate - Other real estate is comprised of
properties acquired through foreclosure or negotiated settlement.
The carrying value of these properties is lower of cost or fair
value less estimated selling expenses.  Loan losses arising from
the acquisition of these properties are charged against the
allowance for loan losses.  Any subsequent market reductions
required are charged to other real estate expense.  Revenues and
expenses associated with maintaining or disposing of foreclosed
properties are recorded during the period in which they are
incurred.

     Income Taxes - The provision for income taxes is based on
income as reported in the financial statements after interest
income from state and municipal securities is excluded.  Also
certain items of income and expenses are recognized in different
time periods for financial statement purposes than for income tax
purposes.  Thus, provisions for deferred taxes are recorded in
recognition of such timing differences.
     Deferred taxes are provided utilizing a liability method
whereby deferred tax assets are recognized for deductible
temporary differences and operating loss and tax credit
carryforwards and deferred tax liabilities are recognized for
taxable temporary differences.  Temporary differences are the
differences between the reported amounts of assets and
liabilities and their tax bases.  Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it
is more likely than not that some portion or all of the deferred
tax assets will not be realized.  Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
     The Company and its subsidiaries file a consolidated federal
income tax return.  In addition, state income tax returns are
filed individually by the Companies in accordance with state
statutes.

     Earnings per Common Share - In February 1997, Statement of
Financial Accounting Standard No. 128 "Earnings Per Share" ("SFAS
NO. 128") was issued which establishes standards for computing
and presenting earnings per share (EPS).  Under SFAS No. 128,
primary EPS is replaced with basic EPS.  Basic EPS is computed by
dividing income applicable to common shares by the weighted
average shares outstanding; no dilution for any potentially
convertible shares is included in the calculation.  Fully diluted
EPS, now called diluted EPS, reflects the potential dilution that
could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted
in the issuance of common stock that then shared in the earnings
of the company.  At September 30, 1998, the company had no
convertible shares or other contracts to issue common stock.  The
weighted average number of shares of common stock used to
calculate basic EPS was 2,672,804 and 2,703,230 for the third
quarters of 1998 and 1997, respectively; and 2,682,497 and
2,703,230 for the nine month periods ending September 30, 1998
and 1997, respectively.

                                   9
<PAGE>
     On April 22, 1998, the organization reduced the par value of
its common shares from $5.00 to $2.50 per share to effect a 2 -
for - 1 stock split issued May 8, 1998.  The earnings per common
share for the three month and nine month period ending September
30, 1997 have been retroactively restated for this stock split.

     Statements of Cash Flows - For purposes of reporting cash
flows, cash and cash equivalents includes cash on hand and
amounts due from banks (including cash items in process of
clearing).

     Comprehensive Income - The Financial Accounting Standards
Board issued Statement No. 130 "Reporting Comprehensive Income,"
which became effective for fiscal years beginning after December
15, 1997.  This statement establishes standards for reporting and
display of comprehensive income and its components which are
revenues, expenses, gains, and losses that under GAAP are
included in comprehensive income but excluded from net income.
The company adopted this statement in 1998.  The only component
of comprehensive income affecting the financial statements was
unrealized gain or loss on securities available for sale that was
immaterial for all periods presented.

     Acquisitions - On March 5, 1998, First American Agency,
L.L.C., a subsidiary of First American Bank and Trust, acquired
Riverbend Insurance Agency, Inc of Destrehan, St Charles Parish,
Louisiana.  The results of its operations are included in the
financial statements for the three month and nine month periods
ended September 30, 1998.
      
                                   10
<PAGE>                                                             
               One American Corp. and Subsidiaries
        Management's Discussion and Analysis of Financial
               Condition and Results of Operations
                       September 30, 1998

Third Quarter in Review

     For the current quarter of 1998, net income was $1.1 million
compared to $1.0 million for the same quarter of 1997.  An
increase in net interest income and a decrease in provisions for
loan losses primarily accounted for the increase in net income.
Earnings per common share were $.40 and $.37 for the third
quarters of 1998 and 1997, respectively.  Return on average
assets on an annualized basis was 1.36% for the current quarter,
and 1.36% for the same quarter of 1997.  For the third quarters
of 1998 and 1997, return on average equity on an annualized basis
was 11.63% and 11.32%, respectively.  Cash dividends were $.18
per share for the current quarter and $.15 per share for the same
quarter of 1997.

     For the first nine months of 1998, net income was $3.1
million compared to $3.2 million for the same period of 1997.
The reason for the decrease in net income for the first nine
months of 1998 compared to 1997 is due to greater provisions for
loan losses and increases in non-interest expense.  Earnings per
common share were $1.15 and $1.17 for the first nine months of
1998 and 1997, respectively.  Return on average assets on an
annualized basis was 1.33% and 1.45% for the first nine months of
1998 and 1997, respectively.  For the first nine months of 1998
and 1997, return on average equity on an annualized basis was
11.33% and 12.72%, respectively.  Cash dividends were $.53 per
share and $.45 per share for the first nine months of 1998 and
1997, respectively.

     Net interest income (FTE) for the current quarter was $3.5
million, $229 thousand greater than that of the third quarter of
1997.  The net interest margin (FTE) was 4.90% for the current
quarter and 4.95% for the same quarter of 1997. For the first
nine months of 1998, net interest income (FTE) was $10.3 million
compared to $9.7 million for the same period of 1997.  The
resulting net interest margin (FTE) for the first nine months of
1998 was 4.96% compared to 4.94% for the same period of 1997.

     During the third quarter of 1998, in comparison with the
same quarter of 1997, average loans outstanding increased $25.6
million or 18% to $169.2 million.  Average total deposits for the
current quarter increased $19.2 million or 8% to $273.8 million
when compared to the average total deposits for the same quarter
of 1997.  Average total assets for the current quarter increased
$21.5 million or 7% to $313.1 million when compared to the total
average assets of the third quarter of 1997.  For the first nine
months of 1998, in comparison with the same period of 1997,
average loans outstanding increased $17.6 million or 13% to
$158.0 million.  Average total deposits for the current nine
month period increased $17.0 million or 7% to $270.4 million when
compared to the average total deposits for the same period of
1997.  Average total assets for the current nine month period
increased $19.6 million or 7% to $309.3 million when respectively
compared to the total average assets of the same period of 1997.

     On February 28, 1998, First American Agency, L.L.C., a
subsidiary of First American Bank and Trust, was formed.  First

                                   11
<PAGE>
American Agency, L.L.C. was formed to provide insurance needs for
the Bank's market area.  On March 5, 1998, First American Agency,
L.L.C. acquired Riverbend Insurance Agency, Inc of Destrehan, St
Charles Parish, Louisiana.  Management intends to provide the
Bank's customer base the ability to obtain insurance.  The
ability for the Bank's customer base to obtain insurance from a
subsidiary of the Bank provides an additional level of
convenience to the Bank's customer base and the ability for the
Bank to increase non-interest income.

     On April 22, 1998, the organization reduced the par value of
its common shares from $5.00 to $2.50 per share to effect a 2 -
for - 1 stock split issued May 8, 1998.  The earnings per common
share for the three month and nine month period ending September
30, 1997 have been retroactively adjusted for this stock split.

Earnings Analysis

     Net Interest Income - The primary source of earnings for the
Bank is net interest income; the difference between interest and
fees generated from interest-earning assets less interest expense
for interest-bearing liabilities.  For analytical purposes, net
interest income is presented on a tax equivalent basis, using a
34% tax rate.  Certain earning assets are exempt from income
taxes, therefore a tax equivalent adjustment is included so that
tax exempt earning assets are tax equivalent and comparable with
other taxable earning assets.  The primary factors that affect
net interest income are changes in volume and mix of earning
assets and interest-bearing liabilities, along with changes in
market rates.

     Net interest income on a fully tax equivalent basis (FTE)
for the current quarter of 1998 was $3.6 million, 7% greater than
the same quarter of 1997.  The improvement in net interest income
can be primarily attributed to the change in volume of loans that
provided an increase of $500 thousand in net interest income
(FTE) when comparing the third quarter of 1998 to the third
quarter of 1997.  Net interest income (FTE) for the first nine
months of 1998 was $10.6 million, an increase of $691 thousand or
7% over the same period of 1997.  The improvement in net interest
income for the first nine months of 1998 over the same period of
1997 can also be attributed primarily to an increase in the
volume of loans.

     Earning Assets, Interest Bearing Liabilities, and Net
Interest Spread - During the current quarter of 1998, average
earning assets were $288.9 million, an increase of $20.4 million
or 8% over the third quarter of 1997.  The trend in earning
assets over the quarters compared continues to show a shift in
the mix of earning assets toward the loan portfolio from the
securities portfolio as shown in the table Earning Asset
Structure.  Management's continued strategy is to increase the
Bank's earning asset mix to include a greater percentage of
higher yielding loans over lower yielding securities.  The Bank's
primary market area continues to produce levels of loan demand
that has enhanced the Bank's earning asset structure.  Management
continues to believe that greater levels of loan demand will
exist in the near future due to opportunities that were non-
existent in the Bank's primary market area.  However, there is no
guarantee that the Bank will continue to experience the loan
growth enjoyed over the last twelve months.  The current loan
demand, in the Bank's primary market area, appears to be the
result of a strong economic climate.

     The trend over the quarters compared shows the mix of
interest bearing liabilities shifting to certificates of deposit

                                   12
<PAGE>
and money market accounts from NOW accounts.  As an additional
note, the Bank continues to benefit from the increase in volume
of non-interest bearing deposits while at the same time improving
the relationship as a percentage of total deposits.  The growth
is attributed to a concertive effort by the Bank to attract a
broader core deposit base consisting of commercial and personal
customers.

     For the current quarter of 1998, the average yield on
earning assets was 7.84%, while the average cost of interest
bearing liabilities was 3.83%, producing a net interest spread
(FTE) of 4.01%.  The net interest margin (FTE) was 4.90% for the
current quarter of 1998.  In comparison, the net interest margin
(FTE) for the same quarter of 1997 was 4.95%.  The cost of
interest bearing liabilities during the third quarter of 1997 was
3.72%, while the yield on average earning assets was 7.82%,
producing a net interest spread of 4.10%.  The 11 basis point
increase in the average cost of interest bearing liabilities from
the third quarter of 1997 to the same quarter of 1998, was more
than the 2 basis point increase in the yield on interest earning
assets for the respective quarters.

     For the first nine months of 1998, the average yield of
earning assets was 7.87% while the cost of interest bearing
liabilities were 3.80%, resulting in a net interest spread (FTE)
of 4.07%.  Net interest margin (FTE) was 4.96% for the first nine
months of 1998 compared to 4.94% for the same period of 1997.

     The table of Average Balance Sheets and Interest Rate
Analysis for the quarterly periods ended September 30, 1998,
December 31, 1997, and September 30, 1997, and the corresponding
table of Interest Differentials detail the effect a change in
average balance outstanding of assets and liabilities and the
change interest yield and interest costs have on net interest
income for the respective periods.  Also, the tables of Earning
Asset Structure and Deposit Structure show a more condensed,
descriptive analysis of the common size percentage changes in
earning assets and deposit mix over the quarterly periods
analyzed.

                                   13
<PAGE>
<TABLE>
<CAPTION>
Earning Asset Structure                         Third                       Second                      Third
In thousands                                    Quarter 1998                Quarter 1998                Quarter 1997
                                                              % of                        % of                        % of
                                                Average       Earning       Average       Earning       Average       Earning
                                                Balances       Assets       Balances       Assets       Balances       Assets

<S>                                               <C>              <C>        <C>              <C>        <C>              <C>
Interest Bearing Deposits                         $2,825           1.0%       $2,844           1.0%       $2,124           0.7%
Federal Funds Sold                                 8,541           2.9%        9,925           3.4%        9,857           3.7%
Securities
  Taxable                                         98,137          34.0%      106,643          37.4%      102,015          38.1%
  Non-Taxable                                     10,142           3.5%       10,147           3.6%       10,850           4.0%
Loans - Net                                      169,229          58.6%      155,801          54.6%      143,618          53.5%
    Total Earning Assets                        $288,874         100.0%     $285,360         100.0%     $268,464         100.0%
<CAPTION>
Deposit Structure                               Third                       Second                      Third
                                                Quarter 1998                Quarter 1998                Quarter 1997
                                                Average         % of        Average         % of        Average         % of
                                                Balances      Deposits      Balances      Deposits      Balances      Deposits

<S>                                              <C>              <C>        <C>              <C>        <C>              <C>
Noninterest Bearing Deposits                     $53,454          19.5%      $55,090          20.3%      $48,522          19.2%
NOW Accounts                                      23,284           8.5%       23,587           8.7%       25,546          10.0%
Savings Accounts                                  30,799          11.2%       31,650          11.7%       32,394          12.7%
Money Market Deposit Accounts                     57,341          20.9%       54,780          20.3%       48,893          19.2%
Certificates of Deposits
   less than $100,000                             97,374          35.7%       94,303          34.8%       87,564          34.3%
   Total Core Deposits                           262,252          95.8%      259,410          95.8%      242,919          95.4%
Certificates of Deposits
   greater than $100,000                          11,530           4.2%       11,345           4.2%       11,643           4.6%
   Total Deposits                               $273,782         100.0%     $270,755         100.0%     $254,562         100.0%

Interest Bearing Liabilities as a
   percentage of Earning Assets                    76.3%                       75.6%                       76.7%

Core Deposits as a percentage
   of Total Average Assets                         83.8%                       83.8%                       83.3%
</TABLE>
Provision for Loan Losses

     Provision for Loan Losses was $225 thousand and $300
thousand for the third quarters of 1998 and 1997, respectively.
Management provided $75 thousand per month to provision for loan
losses during the third quarter of 1998.  For the first nine
months of 1998, Provision for Loan Losses was $975 thousand
compared to $525 thousand for the same period last year.
Management feels a need to increase the unallocated portion of
the Allowance for Loan Losses.  The need to increase Allowance
for Loan Losses was created due to past impaired credits that
utilized a portion of the unallocated Allowance for Loan Losses.

Other Income

     Other income for the current quarter was $904 thousand, an
increase of $2 thousand or 0.2% compared to $902 thousand for the
same quarter of 1997.  Exclusive of security transactions, other
income for the first nine months of 1998 increased $211 thousand
or 8% from the same period of 1997.

                                   14
<PAGE>
     Gain on purchased assets was $146 thousand for the current
quarter, an increase of $21 thousand from the same quarter of
1997.  For the first nine months of 1998, gain on purchased
assets was $571 thousand, an increase of $165 thousand or 41%
from the same period of 1997.  These gains are recognition of the
collection of principal on certain loans acquired as a result of
past bank acquisitions.  The Bank continues to pursue the
collection of these loans.  However, the amount of future gains,
if any are indeterminable.

     The Bank did not experience any gains from security
transactions involving Available for Sale securities during both
the current quarter and the same respective period in 1997.
However, the Bank experienced $190 thousand in gains from
security transactions involving Available for Sale securities
during the nine month period ending September 30, 1997.

Other Expenses

     Other expenses were $2.6 million for the third quarter of
1998 , an increase of $179 thousand or 7% for the same quarter of
1997.  Salaries and employee benefits were $1.3 million for the
current quarter compared to $1.2 million for the same of quarter
of 1997.  Net occupancy expense was $333 thousand for the current
quarter, compared to $326 thousand for the third quarter of 1997.
Other operating expenses were $982 thousand for the current
quarter, an increase of $52 thousand or 5% compared to the same
quarter of 1997.

     For the first nine months of 1998, other expenses were $7.6
million, an increase of $410 thousand or 6% from the same period
of 1997.  Salaries and employee benefits were $3.8 million for
the nine month period compared to $3.5 million for the same
period of 1997.  Net occupancy expense was $962 thousand for the
first nine months of 1998 compared to $931 thousand for the same
period of 1997.  Other operating expenses were $2.9 million for
the first nine months of 1997, an increase of $11 thousand
compared to the same period of 1997.

Applicable Income Taxes

     Applicable income taxes for the current quarter were $513
thousand compared to $460 thousand for the third quarter of 1997.
Effective tax rates are 32% for both periods mentioned.  For the
first nine months of 1998, applicable income taxes were $1.5
million compared to $1.6 million for the same period of 1997.
Effective tax rates are 33% and 34%, respectively for the first
nine months of 1998 and 1997.  The Company's effective income tax
expense as a percentage of pretax income is different from
statutory rates due to tax-exempt interest income earned from
investments in state and municipal bonds.  Interest income from
state and municipal bonds is generally exempt from federal income
taxes.

Liquidity

     Liquidity management is the process of ensuring that the
Company's asset and liability structure is the proper mix to meet
the withdrawals of its' depositors, and to fund loan commitments
and other funding requirements.  Management's primary source of
funds is the Bank's core deposit base.  During the quarter,
average core deposits were approximately $262.3 million or 96% of

                                   15
<PAGE>
total average deposits and 84% of total average assets.  For a
comparison with prior period quarters see the table entitled
Deposit Structure.  Other sources of liquidity are maturities in
the investment portfolio, loan maturities and repayments, and
sources of short term borrowings.  Management continually
evaluates the maturities and mix of its earning assets and
interest-bearing liabilities to monitor its ability to meet
current and future obligations and to achieve maximum net
interest income.  Due to the stability of the core deposit base
as noted above, the maturities of the investment portfolio, cash
flows from the loan portfolio, and the ability of short term
borrowings, management does not anticipate any difficulties in
meeting the needs of its depositors nor the ability to fund
future loan commitments.

Interest Rate Sensitivity

     Interest rate risk is the measurement of risk exposure or
changes in net interest income and subsequently net income given
changes in the external interest rate markets.  This possible
risk exposure is produced by the different repricing intervals of
interest earning assets and interest bearing liabilities, given
changes in the mix of such assets and liabilities, and the growth
of such assets and liabilities.  One measurement of interest rate
risk is gap analysis.  The gap matches the repricing of interest
rate sensitive assets and liabilities for selective intervals.
GAP analysis is a static measurement based on an individual point
in time.  This interest rate risk measurement process may not
indicate actual rate exposure given contractual maturities and
repricing period inconsistencies.  Management also measures
interest rate risk exposure by process of dynamic income
simulation.  The latter process measures possible levels of
exposure more accurately given the ability to better identify
contractual maturities and repricing periods.

     For gap analysis, a decay rate methodology is used to arrive
at the principal and interest cash flows used in the market value
calculations given FDIC regulatory guidelines as set forth in
FDICIA 305.  First, rate sensitive and non-rate sensitive
balances are separated.  Higher decay rates force rate sensitive
cash flows to occur within one year.  Decay rates are then input
for the non-rate sensitive funds.  These decay rates spread the
non-rate sensitive balances out as far as the FDIC regulatory
guidelines allow in FDICIA 305.  Decay rates assumptions
implemented are based on a flat rate environment and at
management's discretion.

     The Bank has established decay rate assumptions given data
collection over the last 10 or so years on MMDA, Savings
Accounts, Now Accounts, and Non-interest Bearing Accounts.  The
assumptions are based on account type sensitivity patterns given
the change in the Bank's benchmark for pricing and the change in
relationship each account type has to total deposits.  Decay
rates are updated at each modeling session if warranted by rate
changes in the market or changes in non-rate sensitivity patterns
given the account type.  The identification of the non-rate
sensitive portion of such accounts provides a more complete
picture of the actual core deposit base, which may not reprice in
the same manner as the rate sensitive portion.

     The Interest Rate Sensitivity Table presents the Bank's
interest rate sensitivity position at
September 30, 1998.  The table indicates that the Company's
interest bearing liabilities slightly exceed its earning assets
out to the one year point in time, suggesting liabilities may
reprice at a faster rate than assets.  This may not be the case
in reality given that mentioned above as it pertains to GAP
analysis.

                                   16
<PAGE>
     In May 1994 the Bank enhanced its interest rate management
tools by becoming a member of the Federal Home Loan Bank of
Dallas (FHLB).  The FHLB provides the Bank the ability to further
match the rates and maturities of its funding with those of
earning assets.  Also, the FHLB provides the Bank the ability to
offer long term, fixed rate loans to its customer base with
minimal additional interest rate risk exposure.
<TABLE>
<CAPTION>
Interest Rate Sensitivity Table
September 30, 1998
In thousands
                                        0-90     91-365    1 Year -  Over 5 Non-
                                        Days      Days     5 Years   Years  Sensitive   Total
<S>                                    <C>       <C>       <C>      <C>         <S>     <C>
Assets
   Securities                          $12,061   $30,701   $42,517  $14,338     -       $99,617
   Loans, Net of Unearned Income        28,903    35,361    61,351   45,849       907   172,371
   Federal Funds Sold                   13,375     -         -         -        -        13,375
   Other Assets                          3,445     -         -         -       27,391    30,836
     Total Assets                      $57,784   $66,062  $103,868  $60,187   $28,298  $316,199

Liabilities
   NOW and Super NOW Deposits             $419    $1,248   $16,455   $4,520     -       $22,642
   Insured Money Market Accounts           162    28,786    29,474     -        -        58,423
   Savings Deposits                        987     2,955    21,133    6,259     -        31,334
   Certificates of Deposits             29,199    60,140    19,506    2,035     -       110,880
   Noninterest Bearing Deposits          4,814    14,573    22,689   10,504     -        52,579
   Other Liabilities                        33       103       649      274     1,735     2,794
   Stockholders' Equity                   -        -         -         -       37,547    37,547
   Total Liabilities and
       Stockholders' Equity            $35,614  $107,805  $109,906  $23,592   $39,282  $316,199

   Interest Rate Sensitivity Gap       $22,170  ($41,743)  ($6,038) $36,595  ($10,984)    -
   Cumulative Interest Rate
     Sensitivity Gap                   $22,170  ($19,573) ($25,611) $10,984     -

   GAP / Assets                            7.0%    -13.2%     -1.9%    11.6%     -3.5%
      Cumulative GAP / Assets              7.0%     -6.2%     -8.1%     3.5%    -
</TABLE>
Financial Instruments

     In the normal course of business the Company enters into
agreements which, for accounting purposes, are considered off -
balance sheet activities.  These agreements are loans and lines
of credit commitments to customers to extend credit at specified
rates, duration, and purpose.  The commitments adhere to normal
lending policy, collateral requirements, and credit reviews.
Available loan commitments at September 30, 1998 and 1997, were
$15.4 million and $9.7 million, respectively.  The Bank had
letters of credit of $547 thousand issued at September 30, 1998
compared to $657 thousand at September 30, 1997.  Additionally,
the Bank has deposit customers who have credit lines available to
them through their deposit accounts.  At September 30, 1998 the
available portion of these credit lines was $338 thousand
compared to $569 thousand at September 30, 1997.  These credit
lines are immediately cancelable by the Bank.  The credit lines
provide a source of income to the Bank through service fees
charged and interest earned on balances outstanding.  The credit

                                   17
<PAGE>
lines are reviewed regularly and do not pose a material credit
risk to the Bank.  To date the Bank does not have instruments
outstanding that can be specifically described as a financial
guarantee which guarantees the performance of a customer to a
third party other than the financial standby letters of credit
described above.  The Bank issues credit cards.  As of September
30, 1998, the aggregate credit available was $3.6 million, and
$3.4 million at September 30, 1997.  Applicants are reviewed
through normal lending policies and credit reviews.

     The Bank is not a party to financial instruments defined as
interest rate exchange agreements, financial futures, or
financial options.  Therefore, the Bank is not exposed to
interest rate risk in excess of the amount recognized in the
consolidated balance sheets as that risk may apply to interest
rate exchange agreements, financial futures, or financial
options.

Allowance for Loan Losses

     The Allowance for Loan Losses was $3.4 million at September
30, 1998 or 2.0% of loans outstanding.  At September 30, 1997,
the Allowance for Loan Losses was $1.7 million or 1.2% of loans
outstanding.  Net charge-offs (recoveries) were ($190) thousand
for the current quarter, versus $1.3 million for the same quarter
of 1997.  Gross charge-offs as a percentage of average loans were
 .02% and .94% in the third quarters of 1998 and 1997,
respectively.  Recoveries as a percentage of gross charge-offs
for the current quarter were 733% versus 1% for the same quarter
of 1997.  Net charge-offs (recoveries) were ($260) thousand for
the first nine months of 1998, versus $1.9 million for the same
period of 1997.  Gross charge-offs as a percentage of average
loans were .08% in the first nine months of 1998 and 1.5% in the
same period of 1997.  Recoveries as a percentage of gross charge-
offs for the first nine months of 1998 were 299% versus 7% for
the same period of 1997.

     The Allowance for Loan Losses account represents amounts
available for possible future losses based on modeling and
management's evaluation of the loan portfolio.  To ascertain the
potential losses in the portfolio, management reviews past due
loans on a monthly basis.  Additionally, the loan review
department performs an ongoing review of the loan portfolio.
Loans are reviewed for compliance to the Bank's lending policy
and the borrower's current financial condition and ability to
meet scheduled repayment terms.  The Bank is increasing the
balance in the Allowance for Loan Losses in order to accept any
adverse loan relationships that have the potential to occur in
the future.

     As the Bank's loan - to - deposit relationship continues to
increase, so does the potential to experience adverse loans at a
rate uncommon to the Bank's historical loan loss basis given the
smaller loan - to - deposit relationships of the past.
Management feels a need to increase the unallocated portion of
the Allowance for Loan Losses.  The need to increase the
Allowance for Loan Losses was created due primarily to a non-
domestic impaired credit that utilized a portion of the
unallocated Allowance for Loan Losses during the third quarter of
1997.
     
     Management feels a necessity to replenish the unallocated
portion of the Allowance for Loan Losses which was utilized by
this non-domestic credit.  Management funded the Allowance for
Loan Losses from Provision for Loan Losses in the amount of $75
thousand per month during the third quarter of 1998.  Management
intends to continue funding the unallocated portion of the
Allowance for Loan Losses at an acceptable level until the
Allowance for Loan Losses is within an acceptable range based on

                                   18
<PAGE>
modeling of the loan portfolio and the status of the allocated
and unallocated portion of the Allowance for Loan Losses.

Nonperforming Assets

     Nonperforming assets include nonaccrual loans, impaired
loans, repossessions and other real estate.  Generally, loans are
considered nonaccrual when the interest becomes 90 days past due
or when there is uncertainty about the repayment of principal and
interest in accordance with the terms of the loans.  Loans past
due 90 days and still accruing at September 30, 1998 and 1997
were $617 thousand and $259 thousand, respectively.  Impaired
loans having recorded investments of $4.4 million at September
30, 1998 compared to $3.6 million at September 30, 1997 have been
recognized in conformity with SFAS No. 114 as amended by SFAS No.
118.  The total Allowance for Loan Losses related to these loans
was $1.7 million at September 30, 1998 compared to $725 thousand
at September 30, 1997.  Interest received on impaired loans
amounted to $365 thousand at September 30, 1998 compared to $299
thousand at September 30, 1997.  Non-accrual loans not included
in impaired loans were immaterial at September 30, 1998 and 1997.

     Other real estate is properties held for sale acquired
through foreclosure or negotiated settlement of debt.  Other real
estate was $19 thousand at September 30, 1998 and $128 thousand
at the close of the third quarter of 1997.  Repossessions are
movable assets acquired through foreclosure or negotiated
settlement of debt.  No repossessions existed at September 30,
1998.  At September 30, 1997, repossessions were $425 thousand.

     In the process of reviewing the loan portfolio, management
acknowledges certain potential problem loans that are not
classified as impaired, non-accrual, greater than 90 days
delinquent, or restructured.  Management does not feel that any
of these potential problem loans are reasonably likely to have or
will have a material effect on the Company's liquidity, capital
resources, or results of operations.

     The Bank also has approximately $153 thousand in par value
of Louisiana Agricultural Finance Authority Bonds and Louisiana
Housing Finance Authority Bonds with a book value of $1, on
nonaccrual status.  Under a directive from state regulatory
agencies the original $2.35 million in par value of the
Guaranteed Investment Contracts were placed on nonaccrual status
in May, 1992.  Due to the directive, the bonds were written down
to $.20 on the dollar or $470 thousand.  While management has
written down these bonds in accordance with regulatory policy as
mentioned above, management continues to feel that the fair value
was not representative of the potential liquidation value of
these bonds.  Management is of the opinion that the permanent
impairment of the bonds was not in excess of the prescribed
regulatory write downs.  A class action suit was filed on behalf
of the bondholders. In summary, the suit sought a determination
of the priority treatment the bondholders would receive under
California statutes in the liquidation of Executive Life
Insurance Company.  Under Priority 5 the Guaranteed Investment
Contracts (GICs), which support the municipal bonds, would be
treated as insurance policies and would have the same payout
ratio as other policies.  Under Priority 6, the GICs would have
the status of a general unsecured creditor.  On November 15,
1992, the Superior Court in California ruled the GICs were a
Priority 5.  As a result of pending litigation, continued
settlement proposals are taking place between the guarantors of
the bonds and the bondholders.  To date, the Bank has recovered
approximately $2.21 million as partial payments of the $2.35

                                   19
<PAGE>
million in original par value.  Of the $2.21 million, $1.74
million were recognized as gains on securities available for sale
since the original write down.  The remaining $470 thousand was
applied against the book value.  Of the $1.74 million in gains
recognized since the write down, $190 thousand was recognized in
1997, $227 thousand was recognized in 1996, and $1.31 million was
recognized prior to 1996.  The Bank continues to pursue the
collection of principal on these securities.  However, the amount
of any future fulfillment of these collection actions remain
uncertain.

Regulatory Matters

     The Bank is subject to various capital requirements
administered by the Federal Banking Agencies.  Failure to meet
minimum capital requirements can initiate certain mandatory - and
possibly discretionary - actions by regulators that, if
undertaken, could have a material effect on the Bank's financial
statements.  Various regulations require the Bank to meet
specific capital adequacy guidelines that involve quantitative
measures of the Bank's assets, liabilities, and certain off -
balance - sheet items as calculated under regulatory accounting
practices.  The Bank's capital classification is also subject to
qualitative judgments by the regulators about components, risk
weightings, and other factors.  Quantitative measures established
by regulation to ensure capital adequacy require the Bank to
maintain minimum amounts and ratios as set forth in the section
entitled Capital Adequacy below.

     Management is unaware, regulatory or otherwise, of any known
trends, events or uncertainties which are reasonably likely to
have or will have a material effect on the Company's liquidity,
capital resources, or results of operations.

Capital Adequacy

     The strength of a company is measured by the company's
capital, earnings history, asset quality, and management.
Capital can be increased by the retention of earnings and
issuance of equity stock.  Management feels the current trend of
earnings and dividend distribution is sufficient to maintain its
capital adequacy requirements.

     The Bank is required to maintain minimum amounts of capital
to total risk-weighted assets, as defined by the regulators.  The
guidelines require total capital of 8.00%, half of which must be
Tier 1 capital.  The computation of risk-weighted ratios follow
the transitional rule, which currently does not include the
unrealized gain (loss) on securities available for sale in Tier 1
capital.

                                   20
<PAGE>
<TABLE>
<CAPTION>
Capital Adequacy Ratios
In Thousands                               September 30,December 31, September 30,
                                                   1998         1997         1997
<S>                                             <C>          <C>          <C>
Tier 1 Capital:
   Stockholders' Equity                         $35,897      $34,954      $34,533
Tier 2 Capital:
   Allowance for Loan Losses                      2,029        1,833        1,711
      Total Capital                             $37,926      $36,787      $36,244

Risk-Weighted Ratios:
   Tier 1 Capital                                  22.3%        23.9%        22.8%
   Total Capital                                   23.6%        25.1%        24.0%
Leverage Ratio                                     11.5%        11.7%        11.9%
Stockholders' Equity                               11.4%        11.6%        11.7%

Regulatory Risk-Based Capitalization Requirements
                                                        SignificantlyCritically
                     Well       Adequately Under        Under        Under
                     CapitalizedCapitalizedCapitalized  Capitalized  Capitalized
Risk-Weighted Ratios:
   Tier 1 Capital           6.0%       4.0%      < 4.0%       < 3.0%
   Total Capital           10.0%       8.0%      < 8.0%       < 6.0%
Leverage Ratio              5.0%       4.0%      < 4.0%       < 3.0%      <= 2.0% tangible
                                                                                  equity

</TABLE>
     The leverage ratio consists of Tier 1 capital as a
percentage of average total assets.  The minimum leverage ratio
for all banks and bank holding companies is 3.00%.  This minimum
ratio is dependent upon the strength of the individual bank or
holding company and may be increased by regulatory authorities on
an individual basis.  The 3.00% minimum was established to make
certain that all banks have a minimum capital level to support
their assets, regardless of risk profile.  As shown in the table
Capital Adequacy Ratios below, the Company's ratios for the
reporting periods exceed regulatory minimums.

     The Company's dividends are determined by its Board of
Directors.  The current policy is to maintain dividends at a
level which ensures that the Company is able to maintain
sufficient regulatory capital levels.  The Company's primary
source of funds is the dividends received from the Bank.  Under
current dividend limitations, the Bank could pay, without
regulatory approval, dividends of approximately $3.9 million.
The Company carries no debt, therefore future liquidity needs are
limited to the payment of any declared dividends.  Should a
regulatory agency limit the Bank from paying dividends, the
Company maintains sufficient liquidity to maintain its
operations.

The Year 2000

     The Bank has formed a Year 2000 committee.  The purpose of
the committee is to identify potential costs and uncertainties
relating to the Year 2000.  To date the committee has written a
policy that addresses the issues approaching the Year 2000 in
five phases.  The phases include awareness, assessment,
renovation, validation, and implementation.  The committee feels
that the Bank is currently in the validation phase.  Management
does not feel that issues related to the Year 2000 are reasonably
likely to have or will have a material effect on the Company's
liquidity, capital resources, or results of operation.  The costs
incurred in relation to the Year 2000 issue during 1998 were
immaterial.

                                   21
<PAGE>
<TABLE>
<CAPTION>
AVERAGE BALANCE SHEETS AND INTEREST RATE ANALYSIS
In thousands

                                                  Third Quarter 1998      Second Quarter 1998    Third Quarter 1997
                                                  AVERAGE  INCOME/  YIELD AVERAGE  INCOME/ YIELD AVERAGE  INCOME/ YIELD/
                                                  BALANCE  EXPENSE  RATE  BALANCE  EXPENSE RATE  BALANCE  EXPENSE RATE
<S>                                                <C>        <C>   <C>    <C>       <C>   <C>    <C>       <C>   <C>
Assets
   Interest Bearing Deposit Accounts               $2,825     $31.1 4.37%  $2,844    $55.1 7.77%  $2,124    $25.1 4.69%
   Federal Funds Sold and Securities
     Purchased under Resale Agreements              8,541     115.7 5.37%   9,926    140.3 5.67%   9,857    137.2 5.52%
   Securities:
     Taxable                                       98,137   1,439.4 5.82% 106,643  1,550.6 5.83% 102,015  1,489.0 5.79%
     Non-Taxable*                                  10,142     217.6 8.51%  10,147    217.6 8.60%  10,850    232.6 8.51%
   Loans - Net                                    169,229   3,903.0 9.15% 155,801  3,664.9 9.44% 143,618  3,403.7 9.40%
       Total Earning Assets                       288,874   5,706.8 7.84% 285,361  5,628.5 7.91% 268,464  5,287.6 7.82%
   Allowance for Loan Losses                       (3,148)                 (2,742)                (2,209)
   Nonearning Assets                               27,361                  27,107                 25,358
       Total Assets                              $313,087                $309,726               $291,613

Liabilities and Stockholders' Equity
   NOW Accounts                                   $23,284     126.2 2.15% $23,587    119.4 2.03% $25,546    137.7 2.14%
   Savings Accounts                                30,799     196.4 2.53%  31,650    200.3 2.54%  32,394    206.8 2.53%
   Money Market Deposit Accounts                   57,341     464.4 3.21%  54,780    421.9 3.09%  48,893    345.3 2.80%
   Certificates of Deposits less than $100,000     97,374   1,188.4 4.84%  94,303  1,148.8 4.89%  87,564  1,109.9 5.03%
   Certificates of Deposits greater than $100,000  11,530     143.2 4.93%  11,345    136.4 4.82%  11,643    129.1 4.40%
      Total Interest Bearing Deposits             220,328   2,118.6 3.81% 215,665  2,026.8 3.77% 206,040  1,928.8 3.71%
   Other Borrowings                                 1,079      17.2 6.33%   1,111     17.8 6.43%     706     11.4 6.41%
      Total Interest Bearing Liabilities          221,407   2,135.8 3.83% 216,776  2,044.6 3.78% 206,746  1,940.2 3.72%
   Noninterest Bearing Deposits                    53,454                  55,090                 48,522
   Other Liabilities                                1,508                   1,350                  1,228
   Stockholders' Equity                            36,718                  36,510                 35,117
      Total Liabilities and Stockholders' Equity $313,087                $309,726               $291,613

Net Interest Income - Tax Equivalent Basis*                 3,571.0                3,583.9                3,347.4
Tax Equivalent Adjustment                                     (74.0)                 (74.0)                 (79.1)
    Net Interest Income                                    $3,497.0               $3,509.9               $3,268.3

Net Interest Income - Spread*                                       4.01%                  4.13%                  4.10%

Net Interest Income as a % of Total Earning Assets*                 4.90%                  5.04%                  4.95%
*Tax Equivalent Basis - 34% Rate for the periods dated

                                   22
<PAGE>
<CAPTION>
AVERAGE BALANCE SHEETS AND INTEREST RATE ANALYSIS
In thousands
                                                 Nine Months Ended       Nine Months Ended
                                                 September 30, 1998      September 30, 1997
                                                 AVERAGE  INCOME/   YIELDAVERAGE  INCOME/  YIELD/
                                                 BALANCE  EXPENSE   RATE BALANCE  EXPENSE  RATE
<S>                                                <C>       <C>    <C>    <C>      <C>    <C>
Assets
   Interest Bearing Deposit Accounts               $3,446    $129.7 5.03%  $2,790   $110.0 5.27%
   Federal Funds Sold and Securities
     Purchased under Resale Agreements             10,875     441.2 5.42%  11,715    473.3 5.40%
   Securities:
     Taxable                                      102,181   4,454.3 5.83% 102,407  4,477.1 5.85%
     Non-Taxable*                                  10,306     663.2 8.60%   9,880    640.2 8.66%
   Loans - Net                                    158,013  11,072.0 9.37% 140,380  9,856.8 9.39%
       Total Earning Assets                       284,821  16,760.4 7.87% 267,172 15,557.4 7.79%
   Allowance for Loan Losses                       (2,743)                 (2,697)
   Nonearning Assets                               27,188                  25,148
       Total Assets                               309,266                 289,623

Liabilities and Stockholders' Equity
   NOW Accounts                                    24,161     379.7 2.10%  26,145    414.4 2.12%
   Savings Accounts                                31,391     591.3 2.52%  32,318    610.6 2.53%
   Money Market Deposit Accounts                   54,823   1,277.1 3.11%  50,481  1,056.2 2.80%
   Certificates of Deposits less than $100,000     94,631   3,464.9 4.90%  84,730  3,177.1 5.01%
   Certificates of Deposits greater than $100,000  11,577     423.3 4.89%  11,649    384.1 4.41%
      Total Interest Bearing Deposits             216,583   6,136.3 3.79% 205,323  5,642.4 3.67%
   Other Borrowings                                 1,112      52.9 6.36%     727     35.0 6.44%
      Total Interest Bearing Liabilities          217,695   6,189.2 3.80% 206,050  5,677.4 3.68%
   Noninterest Bearing Deposits                    53,824                  48,051
   Other Liabilities                                1,362                   1,086
   Stockholders' Equity                            36,385                  34,436
      Total Liabilities and Stockholders' Equity $309,266                $289,623

Net Interest Income - Tax Equivalent Basis*                10,571.2                9,880.0
Tax Equivalent Adjustment                                    (225.5)                (217.7)
    Net Interest Income                                   $10,345.7               $9,662.3

Net Interest Income - Spread*                                       4.07%                  4.10%

Net Interest Income as a % of Total Earning Assets*                 4.96%                  4.94%
*Tax Equivalent Basis - 34% Rate for the periods dated
</TABLE>

                                   23
<PAGE>
<TABLE>
<CAPTION>
INTEREST DIFFERENTIALS
In thousands
                                                                                               Nine Months Ended
                                                 Third Quarter 1998     Third Quarter 1998     September 30, 1998
                                                   vs                     vs                      vs
                                                  Second Quarter 1998    Third Quarter 1997    September 30, 1997
                                                 Change due to   Total  Change due to   Total  Change due to    Total
                                                 Volume   Rate   Change Volume   Rate   Change  Volume   Rate   Change

<S>                                               <C>    <C>     <C>      <C>    <C>      <C>    <C>     <C>     <C>
Interest Earning Assets:
   Interest Bearing Deposit Accounts              ($0.4) ($23.6) ($24.0)  $8.3   ($2.3)   $6.0   $25.9   ($6.2)  $19.7
   Federal Funds Sold                             (19.6)   (5.0)  (24.6) (18.3)   (3.2)  (21.5)  (33.9)    1.8   (32.1)
   Securities:
      Taxable                                    (123.7)   12.5  (111.2) (56.6)    7.0   (49.6)   (9.9)  (12.9)  (22.8)
      Non-Taxable*                                 (0.1)    0.1    (0.0) (15.2)    0.2   (15.0)   27.6    (4.6)   23.0
   Loans                                          315.9   (77.8)  238.1  607.0  (107.6)  499.3 1,238.1   (22.9)1,215.2
      Total Interest Income                       172.1   (93.8)   78.3  525.1  (105.9)  419.2 1,247.8   (44.8)1,203.0

Interest Bearing Liabilities:
   NOW Accounts                                    (1.5)    8.3     6.8  (12.2)    0.7   (11.5)  (31.4)   (3.3)  (34.7)
   Savings Accounts                                (5.4)    1.5    (3.9) (10.2)   (0.2)  (10.4)  (17.5)   (1.8)  (19.3)
   Money Market Deposit Accounts                   19.7    22.8    42.5   59.7    59.4   119.1    90.8   130.1   220.9
   Certificates of Deposits less than $100,000     37.4     2.2    39.6  124.3   (45.8)   78.5   371.3   (83.5)  287.8
   Certificates of Deposits greater than $100,000   2.2     4.6     6.8   (1.2)   15.3    14.1    (2.4)   41.6    39.2
   Other Borrowings                                (0.5)   (0.1)   (0.6)   6.0    (0.2)    5.8    18.5    (0.6)   17.9
      Total Interest Expense                       51.9    39.3    91.2  166.4    29.2   195.6   429.3    82.5   511.8
   Increase (Decrease) in
      Interest Differential                      $120.2 ($133.1) ($12.9)$358.7 ($135.1) $223.6  $818.5 ($127.3) $691.2

*Tax Equivalent Basis - 34% Rate for the periods dated
</TABLE>

                                   24
<PAGE>
                             Part II

Item 1.  Legal Proceedings

     During the normal course of business, the Company is
involved in various legal proceedings.  In the opinion of
management and counsel, any liability resulting from such
proceedings would not have a material adverse effect on the
Company's financial statements.

Item 4.  Submission of Matters to a Vote of Security Holders

     None

Item 5.  Other Information

     Pursuant to Section 13(e)(1) of the Securities Exchange Act
of 1934, One American Corp filed a Issuer Tender Offer Statement
with the Securities and Exchange Commission on July 20, 1998.
Also pursuant to Section 13(e)(1) of the Securities Exchange Act
of 1934, One American Corp filed a Final Amendment Issuer Tender
Offer Statement with the Securities and Exchange Commission on
August 27, 1998.  For specifics on these two filings, please
refer to One American Corp's EDGAR filings with the Securities
and Exchange Commission.

Item 6.  Exhibits and Reports on Form 8-K

(b)  Reports on Form 8-K

     None

                                   25
<PAGE>                                   
Management's Responsibility for Financial Reporting

     The management of One American Corp. and Subsidiaries is
responsible for the preparation of the financial statements,
related financial data and other information in this quarterly
report.  The financial statements are prepared in accordance with
generally accepted accounting principles and include some amounts
that are necessarily based on management's informed estimates and
judgments, with consideration given to materiality.  All
financial information contained in this quarterly report is
consistent with that in the financial statements.

     Management fulfills its responsibility for the integrity,
objectivity, consistency and fair presentation of the financial
statements and financial information through an accounting system
and related internal accounting controls that are designed to
provide reasonable assurance that assets are safeguarded and that
transactions are authorized and recorded in accordance with
established policies and procedures.  The concept of reasonable
assurance is based on the recognition that the cost of a system
of internal accounting controls should not exceed the related
benefits.  As an integral part of the system of internal
accounting controls, One American Corp. and Subsidiaries has a
professional staff who monitors compliance with and assess the
effectiveness of the system of internal accounting controls and
coordinate audit coverage with the independent public accountant.

     The Audit Committee of the Board of Directors, composed
solely of outside directors, meets periodically with management,
and the independent public accountant to review matters relating
to financial reporting, internal accounting control and the
nature, extent and results of the audit effort.  The independent
public accountant has direct access to the Audit Committee with
or without management present.

     The financial statements as of December 31, 1997, were
examined by Hannis T. Bourgeois, L. L. P. independent public
accountant, who rendered an independent professional opinion.
Hannis T. Bourgeois, L. L. P has not reviewed the financial
statements as of September, 30, 1998.


                                   26
<PAGE>
Signatures

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

One American Corp.

By:/s/Frank J Bourgeois
Frank J. Bourgeois, President

November 12, 1998
Date

                                   27
<PAGE>