UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549Form 10-QQuarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the

|Quarter Ended March 31, 2001 | 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                     
|(Address of principal executive offices)

Registrant's Telephone Number, including area code: (225) 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 XNo ___
     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, 2,617,853 shares outstanding as of May 10, 2001.
                                          
                          1



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|Form 10-Q Index                                               |   
|------------------------------------------------------------- | --
|Part I                                                        |   
|Financial Information                                         |   
|                                                              |   
|Financial Statements                                          |   
|                                                              |   
|Consolidated Balance Sheets,                                  |   
|March 31, 2001, December 31, 2000, and March 31, 2000         | 3 
|                                                              |   
|Consolidated Statements of Income                             |   
|for the three month periods ended March 31, 2001 and 2000     | 4 
|                                                              |   
|Consolidated Statements of Changes in Stockholders' Equity    |   
|for the three month periods ended March 31, 2001 and 2000     | 5 
|                                                              |   
|Consolidated Statements of Cash Flows                         |   
|for the three month periods ended March 31, 2001 and 2000     | 6 
|                                                              |   
|Notes to Consolidated Financial Statements                    | 8 
|                                                              |   
|Management's Discussion and Analysis of Financial Condition   |   
|and Results of Operations                                     | 12
|                                                              |   
|Average Balance Sheets and Interest Rate Analysis             |   
|for the three months ended March 31, 2001, December 31, 2000, |   
|and March 31, 2000                                            | 24
|                                                              |   
|Interest Differentials                                        |   
|for the three months ended March 31, 2001, December 31, 2000, |   
|and March 31, 2000                                            | 25
|Part II                                                       |   
|Other Information                                             |   
|                                                              |   
|Legal Proceedings                                             | 26
|                                                              |   
|Submission of Matters to a Vote of Security Holders           | 26
|                                                              |   
|Other Information                                             | 26
|                                                              |   
|Exhibits and Reports on Form 8-K                              | 26
|                                                              |   
|Management's Responsibility for Financial Reporting           | 27
|                                                              |   
|Review by Independent Public Accountant                       | 28
|                                                              |   
|Signatures                                                    | 29

2



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|Consolidated Balance Sheets                                                                  | Unaudited |              | Unaudited
|-------------------------------------------------------------------------------------------- | --------- | ------------ | ---------
|One American Corp. and Subsidiaries                                                          | March 31, | December 31, | March 31,
|In thousands                                                                                 | 2001      | 2000         | 2000     
|Assets                                                                                       |           |              |          
|Cash and Due From Banks                                                                      | $15,605   | $12,733      | $12,759  
|Interest Bearing Deposits in Other Banks                                                     | 2,747     | 3,386        | 1,546    
|Federal Funds Sold and Securities                                                            |           |              |          
|Purchased Under Resale Agreements                                                            | 21,075    | 9,050        | 11,325   
|Securities Available for Sale (Amortized Cost of $92,016, $92,550,and $93,818, respectively) | 93,196    | 92,932       | 92,615   
|                                                                                             |           |              |          
|Loans                                                                                        | 237,428   | 239,251      | 224,446  
|Less: Allowance for Loan Losses                                                              | (4,616)   | (4,465)      | (3,850)  
|Loans, Net                                                                                   | 232,812   | 234,786      | 220,596  
|                                                                                             |           |              |          
|Bank Premises and Equipment                                                                  | 14,255    | 14,036       | 13,368   
|Other Real Estate                                                                            | 109       | 19           | 19       
|Accrued Interest Receivable                                                                  | 2,158     | 2,233        | 2,060    
|Equity Securities                                                                            | 1,377     | 1,355        | 1,201    
|Other Assets                                                                                 | 3,888     | 3,319        | 3,481    
|Total Assets                                                                                 | $387,222  | $373,849     | $358,970 
|                                                                                             |           |              |          
|Liabilities                                                                                  |           |              |          
|Deposits:                                                                                    |           |              |          
|Noninterest Bearing                                                                          | $66,383   | $63,253      | $59,516  
|Interest Bearing                                                                             | 274,161   | 265,650      | 256,404  
|Total Deposits                                                                               | 340,544   | 328,903      | 315,920  
|                                                                                             |           |              |          
|Accrued Interest Payable                                                                     | 1,347     | 1,183        | 1,068    
|Other Liabilities                                                                            | 2,495     | 1,752        | 2,525    
|Total Liabilities                                                                            | 344,386   | 331,838      | 319,513  
|                                                                                             |           |              |          
|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                                                                            | 32,416    | 31,557       | 29,702   
|Accumulated Other Comprehensive Income                                                       | 779       | 252          | (794)    
|Treasury Stock - 380,985, 360,452 and 348,081 shares at cost                                 | (2,859)   | (2,298)      | (1,951)  
|Total Stockholders' Equity                                                                   | 42,836    | 42,011       | 39,457   
|Total Liabilities and Stockholders' Equity                                                   | $387,222  | $373,849     | $358,970 
|The accompanying notes are an integral part of these financial statements.                  

3



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|Consolidated Statements of Income                                          |           |          
|-------------------------------------------------------------------------- | --------- | ---------
|One American Corp. and Subsidiaries                                        |           |          
|for the three months ended March 31, 2001 and 2000                         | Unaudited | Unaudited
|In thousands, except per share data                                        | 2001      | 2000     
|Interest Income                                                            |           |          
|Interest and Fees on Loans                                                 | $5,283    | $4,786   
|Interest on Securities:                                                    |           |          
|Taxable Interest                                                           | 1,217     | 1,196    
|Nontaxable Interest                                                        | 190       | 122      
|Total Interest on Securities                                               | 1,407     | 1,318    
|Other Interest Income                                                      | 278       | 199      
|Total Interest Income                                                      | 6,968     | 6,303    
|Interest Expense                                                           |           |          
|Interest Expense on Deposits                                               | 2,969     | 2,492    
|Interest Expense on Borrowings                                             | 18        | 21       
|Total Interest Expense                                                     | 2,987     | 2,513    
|                                                                           |           |          
|Net Interest Income                                                        | 3,981     | 3,790    
|                                                                           |           |          
|Provision for Loan Losses                                                  | 75        | 150      
|Net Interest Income After                                                  |           |          
|Provision for Loan Losses                                                  | 3,906     | 3,640    
|                                                                           |           |          
|Noninterest Income                                                         |           |          
|Service Charges on Deposit Accounts                                        | 570       | 533      
|Gain on Securities                                                         | 0         | 7        
|Gain on Purchased Assets                                                   | 167       | 366      
|Other Operating Income                                                     | 299       | 302      
|Total Noninterest Income                                                   | 1,036     | 1,208    
|Income Before Noninterest Expense                                          | 4,941     | 4,848    
|                                                                           |           |          
|Noninterest Expense                                                        |           |          
|Salaries and Employee Benefits                                             | 1,520     | 1,400    
|Net Occupancy Expense                                                      | 423       | 394      
|Net ORE and Repossession Expense                                           | 0         | (4)      
|Equipment Expense                                                          | 365       | 374      
|Other Operating Expenses                                                   | 594       | 534      
|Total Noninterest Expense                                                  | 2,902     | 2,698    
|Income Before Income Taxes                                                 | 2,039     | 2,150    
|Applicable Income Taxes                                                    | 681       | 703      
|Net Income                                                                 | $1,358    | $1,447   
|                                                                           |           |          
|Net Income Per Share                                                       | $0.52     | $0.54    
|                                                                           |           |          
|Cash Dividends Per Share                                                   | $0.190    | $0.185   
|The accompanying notes are an integral part of these financial statements.

4



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|Consolidated Statements of Changes in Stockholders' Equity                
|--------------------------------------------------------------------------
|One American Corp. and Subsidiaries                                       
|for the three months ended March 31, 2001 and 2000                        
|Unaudited                                                                 
|                                                                          
|                                                                          
|In thousands                                                              
|                                                                          
|Balances, January 1, 2001                                                 
|                                                                          
|Comprehensive Income:                                                     
|Net Income                                                                
|Other Comprehensive Income,                                               
|Net of Tax:                                                               
|Net Change in Unrealized Gain (Loss)                                      
|on Securities Available-for-Sale                                          
|Less: Reclassification Adjustments                                        
|Total Comprehensive Income                                                
|                                                                          
|Treasury Stock Purchased                                                  
|Cash Dividends                                                            
|Balances, March 31, 2001                                                  
|                                                                          
|Balances, January 1, 2000                                                 
|                                                                          
|Comprehensive Income:                                                     
|Net Income                                                                
|Other Comprehensive Income,                                               
|Net of Tax:                                                               
|Net Change in Unrealized Gain (Loss)                                      
|on Securities Available-for-Sale                                          
|Less: Reclassification Adjustments                                        
|Total Comprehensive Income                                                
|                                                                          
|Treasury Stock Purchased                                                  
|Cash Dividends                                                            
|Balances, March 31, 2000                                                  
|The accompanying notes are an integral part of these financial statements.

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|Consolidated Statements of Cash Flows                      |           |          
|---------------------------------------------------------- | --------- | ---------
|One American Corp. and Subsidiaries                        |           |          
|for the three months ended March 31, 2001 and 2000         | Unaudited | Unaudited
|In thousands                                               | 2001      | 2000     
|Cash Flows From Operating Activities                       |           |          
|Net Income                                                 | $1,358    | $1,447   
|Adjustments to Reconcile Net Income to Net                 |           |          
|Cash Provided by Operating Activities:                     |           |          
|Gain on Purchased Assets                                   | (167)     | (366)    
|Provision for Depreciation                                 | 221       | 234      
|Provision for Loan Losses                                  | 75        | 150      
|Net Amortization (Accretion) on Securities                 | (189)     | (8)      
|Provision (Credit) for Deferred Income Taxes               | 2         | 99       
|(Gain) Loss on Sale of Other Real Estate and Repossessions | 0         | 0        
|Changes in Assets and Liabilities:                         |           |          
|(Increase) Decrease in Accrued Interest Receivable         | 75        | (53)     
|(Increase) Decrease in Other Assets                        | (859)     | 149      
|Increase (Decrease) in Accrued Interest Payable            | 164       | 100      
|Increase (Decrease) in Other Liabilities                   | 796       | 630      
|Net Cash Provided by Operating Activities                  | 1,476     | 2,382    
|Cash Flows From Investing Activities                       |           |          
|Maturities or Calls of Securities Available for Sale       | 16,697    | 9,076    
|Purchases of Securities Available for Sale                 | (15,974)  | (12,392) 
|Proceeds from Sale of Securities Available for Sale        | 0         | 0        
|Net (Increase) Decrease in Federal Funds Sold              | (12,025)  | (5,625)  
|Net (Increase) Decrease in Loans                           | 1,976     | (9,249)  
|Proceeds from Sale of Other Real Estate and Repossessions  | 0         | 0        
|Purchases of Premises and Equipment                        | (440)     | (1,005)  
|Net Cash Used in Investing Activities                      | (9,766)   | (19,195) 
|Cash Flows From Financing Activities                       |           |          
|Net Increase (Decrease) in Demand Deposits, NOW            |           |          
|and Savings Accounts                                       | 3,748     | 6,423    
|Net Increase (Decrease) in Certificates of Deposits        | 7,893     | 7,607    
|Proceeds from Other Borrowings                             | 0         | 0        
|Repayments of Borrowings                                   | (55)      | (51)     
|Dividends Paid                                             | (502)     | (494)    
|Treasury Stock Purchased                                   | (561)     | (390)    
|Net Cash Provided By Financing Activities                  | 10,523    | 13,095   
|Increase (Decrease) in Cash and Cash Equivalents           | 2,233     | (3,718)  
|Cash and Cash Equivalents - Beginning of Period            | 16,119    | 18,023   
|Cash and Cash Equivalents - End of Period                  | $18,352   | $14,305  
|Continued on next page                                     |           |          

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|Consolidated Statements of Cash Flows                                      |           |          
|-------------------------------------------------------------------------- | --------- | ---------
|One American Corp. and Subsidiaries                                        |           |          
|for the three months ended March 31, 2001 and 2000                         | Unaudited | Unaudited
|In thousands                                                               | 2001      | 2000     
|Supplemental Disclosure of Cash Flow Information:                          |           |          
|Income Tax Payments                                                        | $0        | $0       
|Interest Paid on Deposits                                                  | $2,805    | $2,413   
|Noncash Investing Activities:                                              |           |          
|Other Real Estate Acquired in Settlement of Loans                          | $90       | $0       
|Change in Unrealized Gain (Loss) on                                        |           |          
|Securities Available for Sale                                              | $798      | ($76)    
|Change in Deferred Tax Effect on                                           |           |          
|Unrealized Gain (Loss) on Securities Available for Sale                    | $271      | ($26)    
|Noncash Financing Activities:                                              |           |          
|Dividends Declared and Not Paid                                            | $498      | $490     
|The accompanying notes are an integral part of these financial statements.

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|Notes to Consolidated Financial Statements
|------------------------------------------
|March 31, 2001                            
|(UNAUDITED)                               

Summary of Significant Accounting Policies
     The accounting principles followed by One American Corp. (the Company), its wholly-owned subsidiary, First American Bank and Trust (the Bank), and the Bank's wholly-owned subsidiary, First American Agency, L.L.C. (the
Agency), 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 accepted 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 three-month period ended
March 31, 2001 are not an indication of the expected results for the annual period that ends December 31, 2001. 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, 2000.Principles of Consolidation -The consolidated financial statements include the accounts of One American Corp. (the Company), its wholly-owned subsidiary, First American Bank and Trust (the Bank), and the Bank's
wholly-owned subsidiary, First American Agency, L.L.C. (the Agency). 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 that conform to generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
     The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. In connection with the
determination of estimated losses on loans, management obtains independent appraisals for significant collateral. The Bank's loans are generally secured by specific items of collateral including real property, consumer assets, and business assets.
Although the Bank has a diversified loan portfolio, a substantial portion of its debtors' ability to honor their contracts is dependent on local conditions in the area. While management uses available information to recognize losses on loans, further
reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies 
                                          
                          8



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may require the Bank to recognize additional losses based on their judgements about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change
materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.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 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. Securities purchased for
trading purposes are classified as trading securities and are carried at market value with market adjustments included in non-interest income. The Bank had no securities classified as held to maturity or trading at March 31, 2001 or 2000.Loans -Loans are stated at principal amounts outstanding, less unearned income and allowance for loan losses. Interest on commercial and individual loans is accrued daily based on the principal outstanding.
     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 maintained at a level which, in management's judgement, is adequate to absorb credit losses inherent 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 examination 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 on collateral values or the present value of estimated cash flows. Although management uses available information to recognize losses on loans, because of uncertainties associated with local economic conditions, collateral values, and
future cash flows on impaired loans, it is reasonably possible that a material 
                                          
                          9



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change could occur in the allowance for loan losses in the near term. However, the amount of the change that is reasonably possible cannot be estimated.
     The allowance for loan losses is based on estimates of potential future losses. Actual 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 principal repayment 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 is provided at rates based upon estimated useful service lives 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 for by 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 -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. 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 March 31, 2001 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 2,621,251 and 2,655,761 for the three months ended March
31, 2001 and 2000, respectively.
                                          
                         10



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Statements of Cash Flows - For purposes of reporting cash flows, cash and cash equivalents includes cash and due from banks and interest bearing deposits in other banks. 
     Comprehensive Income -Components of comprehensive income are revenues, expenses, gains, and losses that under GAAP are included in comprehensive income but excluded from net income. The components of comprehensive
income are disclosed in the Statements of Changes in Stockholders Equity for all periods presented.
     Recent Accounting Pronouncements - In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement replaces SFAS 125 by
revising and clarifying the standards for accounting for transfers of financial assets and collateral and by requiring additional disclosures. The provisions of SFAS No. 140 are effective for transfers and servicing financial assets occurring after March
31, 2001. The adoption of SFAS No. 140 is not expected to have a material impact on the Company's financial position or results of operations.
                                          
                         11



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|One American Corp. and Subsidiaries
Management's Discussion and Analysis of Financial
Condition and Results of Operations
March 31, 2001
|----------------------------------------------------------------------------------------------------------------------------------------

The purpose of this discussion and analysis is to focus on significant changes in the financial condition of the Company and its results of operations during the three-month periods ended March 31, 2001 and 2000. This
discussion and analysis is intended to highlight and supplement information contained elsewhere in this Quarterly Report on Form 10-Q, particularly the preceding Consolidated Financial Statements and Notes to Consolidated Financial Statements. This
discussion and analysis should be read in conjunction with the Consolidated Financial Statements, Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2000 Annual
Report on Form 10-K.
     This quarterly report on Form 10-Q includes statements that may constitute forward-looking statements, usually containing the words "believe", "estimate", "expect", "intend", or similar expressions. These statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from those reflected in the
forward-looking statements. Factors that could cause future results to vary from current expectations include, but are not limited to, the following: changes in economic conditions (both generally and more specifically in the markets in which the Company
operates); changes in interest rates, deposit flows, and loan demand; changes in real estate values; changes in competition; changes in accounting principles, policies, or guidelines; and changes in government legislation and regulation (which change from
time to time and over which the Company has no control); and other risks detailed in this quarterly report on Form 10-Q and the Company's other Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.First Quarter in Review
     Net income was $1.4 million for both the first quarter of 2001 and the first quarter of 2000. Net interest income increased $191 thousand, noninterest income decreased $172 thousand, noninterest expense increased $205
thousand, and, accordingly, income taxes decreased $22 thousand. Earnings per common share were $0.52 and $0.54 for the first quarters of 2001 and 2000, respectively. Return on average assets on an annualized basis was 1.45% for the current quarter and
1.64% for the same quarter of 2000. Cash dividends were $0.190 per share for the current quarter and $0.185 per share for the same quarter of 2000.
     Net interest income on a fully tax equivalent basis (FTE) for the current quarter was $4.1 million, $225 thousand greater than that of the first quarter of 2000. The net interest margin (FTE) was 4.76% for the current
quarter and 4.75% for the same quarter of 2000.
                                          
                         12



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During the first quarter of 2001, in comparison with the same quarter of 2000, average loans outstanding increased $18.0 million or 8.2% to $237.0 million. Average total deposits for the current quarter increased $20.8
million or 6.7% to $330.9 million when compared to the average total deposits for the same quarter of 2000. Average total assets for the current quarter increased $22.8 million or 6.5% to $375.8 million when compared to the total average assets of the
first quarter of 2000.Earnings AnalysisNet 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 (FTE) for the current quarter of 2001 was $4.1 million, 5.9% greater than the same quarter of 2000. The improvement in net interest income can be primarily attributed to the change in volume and in the
rate of loans that provided an increase of $497 thousand in interest income when comparing the first quarter of 2001 to the first quarter of 2000. Offsetting this increase was an increase in interest expense caused primarily by growth in volume as well as
increases in rates paid on certificates of deposit.

Earning Assets, Interest-Bearing Liabilities, and Net Interest Spread -During the current quarter of 2001, average earning assets were $347.7 million, an increase of $21.6 million or 6.6% over the first quarter of
2000. 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 "Average Earning Asset Structure". Management's strategy aims
at increasing the level of earning assets as well as to alter their mix by including a greater percentage of higher yielding loans over lower yielding securities and other short-term investments. The Bank's primary market area enjoys a stable economic
climate that provides good lending opportunities. However, signs of slowing are becoming evident. The average loan portfolio increased $18.0 million or 8.2% when compared to the quarter ended March 31, 2000. There is no guarantee that either similar
levels of growth or the current economic climate will continue into the future.
     The trend over the quarters compared shows an increase in interest bearing liabilities with growth in certificates of deposit and money market accounts. The Bank also benefited from a relatively stable level of non-interest
bearing deposits, even though its relationship as a percentage of total deposits decreased in the quarter ended March 31, 2001. The Bank continually strives to attract a broad core deposit base consisting of individual and commercial customers.
                                          
                         13



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For the first quarter of 2001, the average yield on earning assets was 8.24% while the average cost of interest bearing liabilities was 4.46%, producing a net interest spread (FTE) of 3.78%. The net interest margin (FTE)
was 4.76% for the current ended March 31, 2001. In comparison, the net interest margin (FTE) for the same quarter of 2000 was 4.75%. The cost of interest-bearing liabilities during the first quarter of 2000 was 4.00%, while the yield on average earning
assets was 7.85%, producing a net interest spread of 3.85%.
     The table "Average Balance Sheets and Interest Rate Analysis" for the three-month periods ended March 31, 2001, December 31, 2000, and March 31, 2000 and the corresponding table "Interest Differentials" detail the effects
that the changes in the average balances outstanding of assets and liabilities and the changes in interest yield and interest costs have had on net interest income for the respective periods. Also, the tables "Average Earning Asset Structure" and "Average
Deposit Structure" show a more condensed, descriptive analysis of the common size percentage changes in earning assets and deposit mix over the quarterly periods being analyzed. 
                                          
                         14



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|Average Earning Asset Structure                | First        |              | Fourth       |          | First    |         
|---------------------------------------------- | ------------ | ------------ | ------------ | -------- | -------- | --------
|In thousands                                   | Quarter 2001 | Quarter 2000 | Quarter 2000
|                                               |              | % of         |              | % of     |          | % of    
|                                               | Average      | Earning      | Average      | Earning  | Average  | Earning 
|                                               | Balances     | Assets       | Balances     | Assets   | Balances | Assets  
|Interest Bearing Deposits                      | $3,683       | 1.1%         | $5,870       | 1.7%     | $2,898   | 0.9%    
|Federal Funds Sold                             | 14,286       | 4.1%         | 11,274       | 3.3%     | 11,092   | 3.4%    
|Securities                                     |              |              |              |          |          |         
|Taxable                                        | 76,696       | 22.1%        | 79,122       | 22.9%    | 82,478   | 25.3%   
|Non-Taxable                                    | 14,629       | 4.2%         | 10,995       | 3.2%     | 9,327    | 2.9%    
|Other Equity Securities                        | 1,376        | 0.4%         | 1,355        | 0.4%     | 1,199    | 0.4%    
|Loans - Net                                    | 237,003      | 68.1%        | 237,585      | 68.5%    | 219,049  | 67.1%   
|Total Average Earning Assets                   | $347,673     | 100.0%       | $346,201     | 100.0%   | $326,043 | 100.0%  
|                                               |              |              |              |          |          |         
|Average Deposit Structure                      | First        |              | Fourth       |          | First    |         
|In thousands                                   | Quarter 2001 | Quarter 2000 | Quarter 2000
|                                               | Average      | % of         | Average      | % of     | Average  | % of    
|                                               | Balances     | Deposits     | Balances     | Deposits | Balances | Deposits
|Noninterest Bearing Deposits                   | $60,640      | 18.3%        | $62,555      | 19.0%    | $58,817  | 19.0%   
|NOW Accounts                                   | 24,498       | 7.4%         | 21,326       | 6.5%     | 22,912   | 7.4%    
|Savings Accounts                               | 30,349       | 9.2%         | 30,137       | 9.1%     | 32,193   | 10.4%   
|Money Market Deposit Accounts                  | 71,191       | 21.5%        | 72,716       | 22.0%    | 69,544   | 22.4%   
|Certificates of Deposits less than $100,000    | 118,191      | 35.7%        | 117,789      | 35.7%    | 105,915  | 34.1%   
|Total Average Core Deposits                    | 304,869      | 92.1%        | 304,523      | 92.3%    | 289,381  | 93.3%   
|Certificates of Deposits greater than $100,000 | 26,020       | 7.9%         | 25,330       | 7.7%     | 20,751   | 6.7%    
|Total Average Deposits                         | $330,889     | 100.0%       | $329,853     | 100.0%   | $310,132 | 100.0%  
|                                               |              |              |              |          |          |         
|Average Interest Bearing Deposits              |              |              |              |          |          |         
|as a percentage of Average Earning Assets      | 77.7%        |              | 77.2%        |          | 77.1%    |         
|Average Core Deposits                          |              |              |              |          |          |         
|as a percentage of Total Average Assets        | 81.1%        |              | 81.2%        |          | 82.0%    |         

Provision for Loan LossesProvision for Loan Losses were $75 thousand for the first quarter of 2001 and $150 thousand for the first quarter of 2000. See the discussion of "Allowance for Loan Losses".Noninterest IncomeNoninterest income for the current quarter was $1.0 million, a decrease of $172 thousand or 14.2% from the $1.2 million reported for the same quarter of 2000. Primarily accounting for this change was a reduction of $199
thousand in gain on purchased assets.
     Gains on purchased assets are recognition of the collection of principal on certain loans acquired in past bank acquisitions. Payment activity on these loans may vary between reporting periods. The Bank pursues the
collection of these loans on an ongoing basis. Future gains on these assets, however, are indeterminable.
                                          
                         15



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Noninterest Expense
     Noninterest expense was $2.9 million for the first quarter of 2001, an increase of $205 thousand or 7.6% over the same quarter of 2000. Salaries and employee benefits were $1.5 million for the current quarter compared to
$1.4 million for the same of quarter of 2000. Net occupancy expense was $423 thousand for the current quarter, compared to $394 thousand for the first quarter of 2000. Equipment expense was $365 thousand for the current quarter compared to $374 thousand
for the same quarter of 2000. Other operating expenses were $595 thousand for the first quarter of 2001, an increase of $61 thousand or 11.4% compared to the same quarter of 2000.Applicable Income Taxes
     Applicable income taxes for the current quarter were $681 thousand compared to $703 thousand for the first quarter of 2000. Effective tax rates were 33.4% for the first quarter of 2001 and 32.7% for the quarter ended March
31, 2000. 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 assets and liabilities are properly structured to meet the withdrawals of its depositors, fund loan commitments, and satisfy other funding requirements. The
Company's primary source of funds is the Bank's core deposit base. During the quarter, average core deposits were approximately $304.9 million or 92.1% of total average deposits and 81.1% of total average assets. For a comparison with prior period
quarters see the table , "Average Deposit Structure". Other sources of liquidity are maturing securities in the investment portfolio, maturities and repayments in the loan portfolio, advances from the Federal Reserve Bank of Atlanta and the Federal Home
Loan Bank of Dallas, and other wholesale funding entities. 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 availability of wholesale funding, management does not anticipate any difficulties
in meeting the needs of its depositors and in funding future loan commitments.
                                          
                         16



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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, the 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 selected 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 maturity and repricing period inconsistencies.
     Management also measures interest rate risk exposure by the process of dynamic income simulation. This process measures possible levels of exposure more accurately given the ability to better identify contractual maturities
and repricing periods. Key assumptions used in the simulation model include the relative timing of prepayments on mortgage-related assets and the cash flows and maturities of other financial instruments. These assumptions are intrinsically uncertain and,
as a result, the model cannot specifically estimate net interest income or precisely predict the impact of a change in interest rates on net income or stockholders' equity. Actual results will differ from the simulated results due to the timing,
magnitude, and frequency of interest rate changes and changes in market conditions and management strategies, among other factors.
     The Bank's objective is to limit the impact on net interest income from a gradual change in interest rates of 200 basis points over twelve months to 10% of projected net interest income. Based on the results of a dynamic
income simulation at March 31, 2001; the Bank would expect a decrease in net interest income of $53 thousand in the event of a gradual 200 basis point increase in interest rates, and an increase of $20 thousand in the event of a gradual 200 basis point
decrease in interest rates. Both of these changes are well within the Bank's interest rate risk policy limits.
     For gap analysis, prepayment assumptions are applied to loans reflective of historical experience and employing a "flat-rate" interest rate change scenario. Decay rate methodology is applied to non fixed rate deposit
accounts 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 deposit balances out as far as the FDIC regulatory guidelines allow in FDICIA 305. Decay rate
assumptions implemented are based on a flat rate environment and at management's discretion.
     The Bank has established decay rate assumptions based on historical data collection 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 the 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. 
                                          
                         17



---

The Interest Rate Sensitivity Table presents the Bank's interest rate sensitivity position at March 31, 2001, using gap analysis, based on the expected maturity intervals of interest rate sensitive assets and liabilities.
The table indicates that the Company's interest-earning assets exceed its interest-bearing liabilities at the one year point in time suggesting the Bank is positively rate sensitive. This table does not necessarily reflect the impact of interest rate
movements on the Bank's net income because the effective maturities or repricing of certain assets and liabilities is subject to competition and other limitations. As a result, certain assets and liabilities indicated as maturing or repricing within a
stated period may in fact mature or reprice at different times and at different volumes.
     The Bank is 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. 
                                          
                         18



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|Interest Rate Sensitivity Table      
|-------------------------------------
|March 31, 2001                       
|In thousands                         
|                                     
|                                     
|                                     
|Assets                               
|Investments -                        
|Fixed-Rate Securities                
|Average Interest Rates               
|Variable-Rate Securities             
|Average Interest Rates               
|Total Investments                    
|Average Interest Rates               
|Loans -                              
|Fixed-Rate Loans, Net                
|Average Interest Rates               
|Variable-Rate Loans, Net             
|Average Interest Rates               
|Total Loans                          
|Average Interest Rates               
|Interest Bearing Deposits in         
|Other Banks                          
|Average Interest Rates               
|Federal Funds Sold                   
|Average Interest Rates               
|Other Assets                         
|Total Assets                         
|Liabilities                          
|NOW and Super NOW Deposits           
|Average Interest Rates               
|Insured Money Market Accounts        
|Average Interest Rates               
|Savings Deposits                     
|Average Interest Rates               
|Variable-Rate Certificates of Deposit
|Average Interest Rates               
|Certificates of Deposit              
|Average Interest Rates               
|Non Interest Bearing Deposits        
|Other Interest Bearing Liabilities   
|Average Interest Rates               
|Other Liabilities                    
|Stockholders' Equity                 
|Total Liabilities and                
|Stockholders' Equity                 
|                                     
|Interest Rate Sensitivity Gap        
|Cumulative Interest Rate             
|Sensitivity Gap                      
|                                     
|GAP / Assets                         
|Cumulative GAP / Assets              

19



---

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 March 31, 2001 and 2000, were $21.2 million and $23.2 million,
respectively. The Bank had letters of credit of $500 thousand issued at March 31, 2001 compared to $458 thousand at March 31, 2000. Additionally, the Bank has deposit customers who have credit lines available to them through their deposit accounts. At
March 31, 2001 the available portion of these credit lines was $192 thousand compared to $279 thousand at March 31, 2000. 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 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 financial
guarantees which guarantee the performance of a customer to a third party other than the financial standby letters of credit described above. The Bank also issues credit cards. The aggregate credit available was $5.6 million at March 31, 2001 and $5.5
million March 31, 2000. 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 the additional interest rate risk inherent in
those instruments.Allowance for Loan Losses
     The Allowance for Loan Losses was $4.6 million at March 31, 2001, or 1.9%, of loans outstanding. At March 31, 2000 the Allowance for Loan Losses was $3.9 million, or 1.7%, of loans outstanding. Net charge-offs (recoveries)
were ($76) thousand for the current quarter, versus $455 thousand for the same quarter of 2000. Gross charge-offs as a percentage of average loans were (.03%) and .22% in the first quarters of 2001 and 2000, respectively. Recoveries as a percentage of
gross charge-offs for the current quarter were 207.0% versus 4.2% for the same quarter of 2000
     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 maintains 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. Loans classified as impaired or substandard are individually
evaluated and specific portions of the allowance are allocated to each loan, based on collateral values and the present value of estimated 
                                          
                         20



---

cash flows. The remainder of the allowance is unallocated and is tested for adequacy by comparing its level to the non-impaired, non-substandard remainder of the loan portfolio multiplied by a model-generated "potential default" factor. The model
analyzes various classes of loans by industry to determine the inherent default risk in each class. These risks are then quantified into potential default factors, which are applied to each class of loans in the Bank's portfolio. As the process applies
the total "potential default'' factor to the non classified portion of the loan portfolio, it accounts for additional reserves necessary because of loan growth. Management also considers the uncertainty in estimating loan losses, including the possibility
of improper risk ratings and specific reserve allocations, as well as the uncertainty in predicting the future performance of the economy in the Bank's market area.Non-performing Assets
     Non-performing assets include non-accrual loans, impaired loans, repossessions and other real estate. Generally, loans are considered non-accrual 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 March 31, 2001 and 2000 were $263 thousand and $194 thousand, respectively. Impaired loans having recorded investments of $4.2
million at March 31, 2001 compared to $5.3 million at March 31, 2000 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 $1.0 million at March 31, 2001 compared to
$1.1 million at March 31, 2000. Interest received on impaired loans amounted to $87 thousand at March 31, 2001 compared to $119 thousand at March 31, 2000. Non-accrual loans not included in impaired loans were immaterial at March 31, 2001 and 2000.
     Other real estate is properties held for sale acquired through foreclosure or negotiated settlement of debt. Other real estate was $109 thousand at March 31, 2001 and $19 thousand at the close of the first quarter of 2000.
Repossessions are movable assets acquired through foreclosure or negotiated settlement of debt. There were no repossessions at March 31, 2001 and 2000.
     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.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 
                                          
                         21



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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 in its capital, earnings history, asset quality, and management. Capital can be increased through the retention of earnings and the issuance of equity stock. Management feels the current trend of
earnings and dividend distribution is sufficient to maintain its capital adequacy requirements.
     The Company and the Bank are 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.
     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. Capital adequacy ratios for the "Bank only" are not materially different. 
                                          
                         22



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|Capital Adequacy Ratios                           |             |             |             |               |             |         
|------------------------------------------------- | ----------- | ----------- | ----------- | ------------- | ----------- | --------
|In Thousands                                      |             |             | March 31,   | December 31,  | March 31,   |         
|                                                  |             |             | 2001        | 2000          | 2000        |         
|Tier 1 Capital:                                   |             |             |             |               |             |         
|Stockholders' Equity                              |             |             | $41,415     | $41,099       | $39,541     |         
|Tier 2 Capital:                                   |             |             |             |               |             |         
|Allowance for Loan Losses                         |             |             | 2,918       | 2,847         | 2,679       |         
|Total Capital                                     |             |             | $44,333     | $43,946       | $42,220     |         
|                                                  |             |             |             |               |             |         
|Risk-Weighted Ratios:                             |             |             |             |               |             |         
|Tier 1 Capital                                    |             |             | 17.9%       | 18.2%         | 18.6%       |         
|Total Capital                                     |             |             | 19.1%       | 19.4%         | 19.8%       |         
|Leverage Ratio                                    |             |             | 11.0%       | 11.0%         | 11.2%       |         
|Stockholders' Equity                              |             |             | 10.7%       | 11.0%         | 11.0%       |         
|                                                  |             |             |             |               |             |         
|Regulatory Risk-Based Capitalization Requirements |             |             |             |               |             |         
|                                                  |             |             |             | Significantly | Critically  |         
|                                                  | Well        | Adequately  | Under       | Under         | Under       |         
|                                                  | Capitalized | Capitalized | Capitalized | 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  

Its Board of Directors determines the Company's dividend policy. 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 $4.8 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. 
                                          
                         23



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|AVERAGE BALANCE SHEETS AND INTEREST RATE ANALYSIS     
|------------------------------------------------------
|In thousands                                          
|                                                      
|                                                      
|                                                      
|                                                      
|Assets                                                
|Interest Bearing Deposit Accounts                     
|Federal Funds Sold and Securities                     
|Purchased under Resale Agreements                     
|Securities:                                           
|Taxable                                               
|Non-Taxable*                                          
|Other Equity Securities                               
|Loans - Net                                           
|Total Earning Assets                                  
|Allowance for Loan Losses                             
|Nonearning Assets                                     
|Total Assets                                          
|                                                      
|Liabilities and Stockholders' Equity                  
|NOW Accounts                                          
|Savings Accounts                                      
|Money Market Deposit Accounts                         
|Certificates of Deposits less than $100,000           
|Certificates of Deposits greater than $100,000        
|Total Interest Bearing Deposits                       
|Other Borrowings                                      
|Total Interest Bearing Liabilities                    
|Noninterest Bearing Deposits                          
|Other Liabilities                                     
|Stockholders' Equity                                  
|Total Liabilities and Stockholders' Equity            
|                                                      
|Net Interest Income - Tax Equivalent Basis*           
|Tax Equivalent Adjustment                             
|Net Interest Income                                   
|                                                      
|Net Interest Income - Spread*                         
|                                                      
|Net Interest Income as a % of Total Earning Assets*   
|*Tax Equivalent Basis - 34% Rate for the periods dated

24



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|INTEREST DIFFERENTIALS                                 |                     |        |                    |        |       |       
|------------------------------------------------------ | ------------------- | ------ | ------------------ | ------ | ----- | ------
|In thousands                                           |                     |        |                    |        |       |       
|                                                       | First Quarter 2001  |        | First Quarter 2001 |       
|                                                       | vs                  |        |                    | vs     |       |       
|                                                       | Fourth Quarter 2000 |        | First Quarter 2000 |       
|                                                       |                     |        |                    |        |       |       
|                                                       | Change due to       | Total  | Change due to      | Total 
|                                                       | Volume              | Rate   | Change             | Volume | Rate  | Change
|                                                       |                     |        |                    |        |       |       
|Interest Earning Assets:                               |                     |        |                    |        |       |       
|Interest Bearing Deposit Accounts                      | ($44)               | ($11)  | ($55)              | $13    | $2    | $15   
|Federal Funds Sold                                     | 52                  | (56)   | (4)                | 44     | (3)   | 41    
|Securities:                                            |                     |        |                    |        |       |       
|Taxable                                                | (37)                | 33     | (4)                | (83)   | 122   | 39    
|Non-Taxable*                                           | 71                  | 1      | 72                 | 105    | (3)   | 102   
|Other Equity Securities                                | 1                   | 1      | 2                  | 3      | 2     | 5     
|Loans                                                  | (13)                | (55)   | (68)               | 393    | 104   | 497   
|Total Interest Income                                  | $30                 | ($87)  | ($57)              | $475   | $224  | $699  
|                                                       |                     |        |                    |        |       |       
|Interest Bearing Liabilities:                          |                     |        |                    |        |       |       
|NOW Accounts                                           | 17                  | (12)   | 5                  | 8      | (5)   | 3     
|Savings Accounts                                       | 1                   | (4)    | (3)                | (12)   | (2)   | (14)  
|Money Market Deposit Accounts                          | (16)                | (123)  | (139)              | 16     | (41)  | (25)  
|Certificates of Deposits less than $100,000            | 6                   | 21     | 27                 | 147    | 249   | 396   
|Certificates of Deposits greater than $100,000         | 10                  | (5)    | 5                  | 64     | 54    | 118   
|Other Borrowings                                       | 0                   | (1)    | (1)                | (3)    | 0     | (3)   
|Total Interest Expense                                 | $18                 | ($124) | ($106)             | $220   | $255  | $475  
|Increase (Decrease) in                                 |                     |        |                    |        |       |       
|Interest Differential                                  | $12                 | $37    | $49                | $255   | ($31) | $224  
|                                                       |                     |        |                    |        |       |       
|*Tax Equivalent Basis - 34% Rate for the periods dated

25



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Part IIItem 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
     NoneItem 5. Other Information
     NoneItem 6. Exhibits and Reports on Form 8-K
     (b)  Reports on Form 8-K
     A report on Form 8-K dated February 5, 2001 was filed by the registrant reporting Item 5 - Other Events. The Company announced the execution of a definitive agreement for the acquisition of the common stock of Schwegmann
Bank and Trust Company for cash. The closing of this transaction is subject to regulatory approval and other customary conditions, and is expected to be completed in the second quarter of 2001. 
                                          
                         26



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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 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 assesses the effectiveness of the system of internal accounting controls and coordinates 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 the presence of management.
     The financial statements as of December 31, 2000 were examined by Hannis T. Bourgeois, L L P, independent public accountants, who rendered an independent professional opinion. The financial statements as of March 31, 2001
were reviewed by Hannis T. Bourgeois, L L P. 
                                          
                         27



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Independent Accountant's Report
April 24, 2001
To the Shareholders and Board of Directors
One American Corp. and Subsidiaries
Vacherie, Louisiana
     We have reviewed the accompanying Consolidated Balance Sheets of One American Corp. and Subsidiaries as of March 31, 2001 and 2000 and the related Consolidated Statements of Income, Changes in Stockholders' Equity, and Cash
Flows for the three month periods then ended.
     We previously audited and expressed our unqualified opinion in our report dated January 18, 2001 on the Consolidated Balance Sheet of One American Corp. and Subsidiaries as of December 31, 2000.
     We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of obtaining an understanding of the
system for the preparation of interim financial information, applying analytical review procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an examination
in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
     Based on our reviews, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements for them to be in conformity with generally accepted accounting principles.
Respectfully submitted,
\s\ Hannis t. Bourgeois, LLP
HANNIS T. BOURGEOIS, LLP
Baton Rouge, Louisiana
                                          
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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, PresidentMay 10, 2001
Date
                                          
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