FIRST ALLEN PARISH BANCORP, INC.


          ---------------------------------------------
                          ANNUAL REPORT
          ---------------------------------------------

                              1996

<PAGE>
TABLE OF CONTENTS

                                                                 Page

President's Message                                         1

General Information                                         3

Selected Consolidated Financial and Other Data of the
  Company                                                   4

Management's Discussion and Analysis of Financial
  Condition and Results of Operations                       6

Consolidated Financial Statements                           17

Stockholder Information                                     47

Corporate Information                                            48

<PAGE>

March 21, 1997

Dear Stockholder:


We are pleased to provide you with the Annual Report on the
Consolidated Financial Statements of First Allen Parish Bancorp,
Inc., holding company of First Federal Savings and Loan
Association of Allen Parish (First Federal), for the year ended
December 31, 1996.

Our first full quarter of operation as a public stock company
ended with our year ended December 31, 1996, contributing to a
year of solid performance.  Consolidated assets of First Allen
Parish Bancorp, Inc., totalled $31.5 million at December 31,
1996, an increase of $2.6 million over the year ended December
31, 1995.  Total stockholders' equity was $4.3 million,
representing an increase of $2.3 million over the year ended
December 31, 1995.  This increase in equity was a direct result
of the conversion of First Federal from a mutual to a public
stock institution on September 27, 1996, and the coinciding
issuance of 264,506 shares of $0.01 par value common stock issued
at $10.00 per share.

Although net income of $167,000 was realized for the year ended
December 31, 1996, net income decreased from $290,000 for the
year ended December 31, 1995.  The Company expensed $170,000 of
deposit insurance premiums in 1996 because of a one-time special
assessment levied by the Federal Deposit Insurance Corporation to
recapitalize the Savings Association Insurance Fund (SAIF).  The
effect of this federal legislation was a one-time special
assessment levied against the earnings of all FDIC-SAIF insured
savings and loan associations.  The positive effect of resolving
this issue is that going forward, our annual FDIC-SAIF insurance
premium will be significantly reduced.  Based on current figures,
we should save approximately $45,000 annually on FDIC-SAIF
premiums, enough to recoup the $170,000 assessment in four years
or less.  

Knowing that the FDIC-SAIF issue is finally resolved should have
a very positive effect on all FDIC-SAIF insured stock
institutions, such as First Federal.  The initial market price of
our stock as of September 30, 1996 was $10.00, compared to $14.38
at December 31, 1996.

<PAGE>

Interest-bearing and non-interest bearing  deposits and Federal
Home Loan Bank stock increased $111,000, from $1.6 million at
December 31, 1995, to $1.7 million at December 31, 1996. 
Mortgage-backed securities increased $1.8 million, from $15.4
million at December 31, 1995, to $17.2 million at December 31,
1996.

Loans receivable increased $707,000, from $11.2 million at
December 31, 1995, to $11.9 million, at December 31, 1996.

Deposits were $26.6 million, at December 31, 1995, as compared to
$25.7 million at December 31, 1996.  Federal Home Loan Bank
(FHLB) advances were $1.2 million at December 31, 1996.

Your Board of Directors, management and staff remain committed to
building strong stockholder value.  Since its origination in
1962, First Federal has been, and intends to continue to be, a
community-oriented financial institution, offering a full range
of banking services aimed at meeting the financial needs of the
communities it serves.  Our customers appreciate the fact that we
are accessible and are here for them to serve their financial
needs. 

Thank you for your investment in First Allen Parish Bancorp, Inc.
and First Federal.  We are looking forward to a long and
prosperous relationship.

Sincerely,


/s/ Charles Galligan
------------------------------
Charles Galligan,
President and CEO

<PAGE>

                       GENERAL INFORMATION


     First Allen Parish Bancorp, Inc. (the Company) is a Delaware
Corporation which is the holding company for First Federal
Savings and Loan Association of Allen Parish (the Association). 
The Company was organized by the Association for the purpose of
acquiring all of the capital stock of the Association in
connection with the conversion of the Association from mutual to
stock form, which was completed on September 27, 1996 (the
Conversion).  The only significant assets of the Company are the
capital stock of the Association, the Company's loan to an
employee stock ownership plan, and investment securities in
United States government and agency obligations.  The business of
the Company initially consists of the business of the
Association.

     The Association, which was originally chartered in 1962 as a
federal chartered mutual savings and loan association, is
headquartered in Oakdale, Louisiana.  Its deposits are insured up
to the maximum allowable amount by the Federal Deposit Insurance
Corporation (FDIC).  The Association serves  communities located
in Allen Parish and in the surrounding parishes in Louisiana
through its office located at 222 South 10th Street, Oakdale,
Louisiana.

     The Association has been and intends to continue to be, a
community-oriented financial institution offering financial
services to meet the needs of the market area it serves.  The
Association attracts deposits from the general public and uses
such funds together with FHLB advances to originate loans secured
by real estate, including one-to-four family residential mortgage
loans, commercial real estate loans, land loans, construction
loans and loans secured by other properties.  The Association
also originates consumer and other loans consisting primarily of
loans secured by automobiles, manufactured homes, share loans and
lines of credit.  The Association has also invested a significant
portion of its assets in mortgage-backed and related securities
and other investments.

<PAGE>

                 SELECTED CONSOLIDATED FINANCIAL
                  AND OTHER DATA OF THE COMPANY

     Set forth below are selected consolidated financial and
other data of the Company.  The financial data is derived in part
from, and should be read in connection with, the Consolidated
Financial Statements, and Notes thereto presented elsewhere in
this Annual Report.

<TABLE>
<CAPTION>

                                                       At
                                                  December 31,
                                                  ------------

                                                  1996       1995
                                                  ----       ----
<S>                                            <C>        <C>
(In thousands) 
Selected Financial Condition Data:
Total assets                                   $31,490    $28,858
Cash and cash equivalents                        1,474      1,363
Loans receivable, net 
  Real estate                                    9,410      9,315
  Consumer and other                             2,528      1,916
Mortgage-backed and related securities          17,185     15,391
FHLB stock                                         259        260
Deposits                                        25,750     26,583
FHLB advances                                    1,200       -   
Total stockholders' equity                       4,319      2,059
 
</TABLE>

<TABLE>

                                                  Years Ended
                                                  December 31,
                                                ----------------
                                                1996        1995
                                                ----        ----
                                           (In thousands, except
                                             share information)

<S>                                         <C>         <C>
Selected Operating Data:
Interest income                             $  2,135    $  2,005
Interest expense                               1,151       1,078
  Net interest income                            984         927
  Recovery from loan losses                        8          21
  Net interest income after recovery
    from loan losses                             992         948

Total non-interest income                        249         241

Total non-interest expense                       986         748
    Earnings before income taxes                 255         441
Income tax expense                                88         151
    Net earnings                            $    167    $    290
                                            ========    ======== 

    Net earnings per share                  $   0.69    $   -    
                                            ========    ======== 

    Average common shares outstanding        243,346        -    
                                            ========    ======== 
</TABLE>
<PAGE>

<TABLE>
                                              At or for the Years
                                               Ended December 31,
                                               ------------------
                                                  1996      1995
                                               ---------   ------
<S>                                            <C>       <C>
Key Financial Ratios and Other Data: 
Performance Ratios:
Return on average assets (net income divided
  by average total assets)                        .55%     1.00%

Return on average equity (net income divided 
  by average equity)                             6.29%    13.98%

Net interest rate spread (difference between
  average yield on interest-earning assets
  and average cost of interest-bearing
  liabilities)                                   3.08%     3.05%

Net interest margin (net interest income as a 
  percentage of average interest-earning assets) 3.37%     3.31%

Net interest income to non-interest expense     99.82%   123.97%

Average interest-earning assets to average
interest-bearing liabilities                   107.50%   106.59%
 
Net interest income after recovery from loan
  losses, to total non-interest expense        100.63%   126.78%

Non-interest expense to average assets (1)       3.26%     2.58%

Asset Quality Ratios:
Non-performing loans to total loans               .37%     1.44%

Non-performing assets to total assets             .38%      .69%

Allowance for loan losses to non-performing
  loans                                        670.81%   196.90%

Allowance for loan losses to non-performing
  assets                                       249.02%   158.50%

Capital Ratios (2):
Equity to assets at year end                    13.71%     7.14%
Equity to average assets ratio
  (Average equity divided by average total 
    assets)                                      8.83%     7.34%

Other Data:
Number of full-service offices                      1         1

</TABLE>

(1)  Without the SAIF assessment of $170,000, non-interest
     expense would have been $816,000 for 1996 or 2.7% of average
     total assets.
(2)  For a discussion of the Company's regulatory capital ratios,
     see Management's Discussion and Analysis of Financial
     Condition and Results of Operations - Liquidity and Capital
     Resources.     

<PAGE>

              MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


General

     First Allen Parish Bancorp, Inc. was formed in June, 1996 by
First Federal Savings and Loan Association of Allen Parish to
become the holding company of the Association.  The acquisition
of the Association by First Allen Parish Bancorp, Inc. was
consummated on September 27, 1996 in connection with the
Association's conversion from the mutual to the stock form.  All
references to the Company prior to September 27, 1996, except
where otherwise indicated, are to the Association.

     The Company's results of operations depend primarily on its
level of net interest income, which is the difference between
interest earned on interest-bearing assets, consisting primarily
of mortgage and consumer loans and investments, and the interest
paid on interest-bearing liabilities, consisting primarily of
deposits and Federal Home Loan Bank (FHLB) advances.  Net
interest income is a function of the Company's "interest rate
spread," which is the difference between the average yield earned
on interest-bearing assets and the average rate paid on interest-
bearing liabilities, as well as a function of the average balance
of interest-bearing assets as compared to interest-bearing
liabilities.  The interest rate spread is affected by regulatory,
economic and competitive factors that influence interest rates,
loan demand and deposit flows.  The Company, like other financial
institutions, is subject to interest-rate risk to the degree that
its interest-earning assets mature or reprice at different times,
or on a different basis, than its interest-bearing liabilities. 
The Company's operating results are also affected by the amount
of its non-interest income, including loan fees and service
charges and other income.  Non-interest expense consists
principally of employee compensation and employee benefits,
occupancy expenses, data processing, federal deposit insurance
premiums, stationery and printing and other operating expenses. 
The Company's operating results are affected by general economic
and competitive conditions, in particular, the changes in market
interest  rates, government policies and actions by regulatory
authorities.

Financial Condition

     Total assets increased $2.6 million, or 9.12%, to $31.5
million at December 31, 1996 from $28.9 million at December 31,
1995.  The increase was primarily funded by the issuance of
264,506 shares of common stock in the Conversion, which provided
$2.3 million in proceeds, net of conversion costs.  The proceeds
from the issuance of common stock were used to finance a $1.8
million increase in mortgage-backed securities and $707,000
increase in net loans receivable.

     Net loans receivable increased by $707,000, or 6.29%, to
$11.9 million at December 31, 1996 from $11.2 million at December
31, 1995 due primarily to an increase in consumer and other
loans.

     Mortgage-backed and related securities and cash equivalents
increased $1.9 million, or 11.4% to $18.7 million at December 31,
1996 from $16.8 million at December 31, 1995.  This increase was
financed from the proceeds of the stock conversion as mentioned
above.  

<PAGE>

     Deposits decreased $833,000 or 3.13% to $25.7 million at
December 31, 1996 from $26.6 million at December 31, 1995.  FHLB
advances increased to $1.2 million at 1996 from none at December
31, 1995.

     Total equity increased $2.3 million to $4.3 million at
December 31, 1996 from $2.06 million at December 31, 1995. 
Earnings for the year provided a $167,000 increase, which was
offset by unearned ESOP shares.  The issuance of common stock in
the Conversion raised $2.3 million, net of conversion costs,
which was the significant factor in the increase in total equity.

     The Company's capital exceeded all of the capital
requirements imposed by FIRREA.  OTS regulations provide that an
institution that exceeds all capital requirements before and
after a proposed capital distribution and, like the Company, has
not been notified of a need for more than normal supervision
could, after prior notice but without approval by the OTS, make
capital distributions during the calendar year of up to 100% of
its net income to date during the calendar year plus the amount
that would reduce by one-half its "surplus capital ratio" (the
excess capital over its capital requirements) at the beginning of
the calendar year.  Any additional capital distributions would
require prior regulatory approval.

     The Association did not declare any dividends in 1996
subsequent to its conversion to a stock company on September 27,
1996.
     
Results of Operations

     The Company's results of operations depend primarily on the
level of its net interest income and non-interest income and its
control of operating expenses.  Net interest income depends upon
the volume of interest-earning assets and interest-bearing
liabilities and the interest rates earned or paid on them.

     The Company's non-interest income consists primarily of fees
charged on transaction accounts and fees charged for delinquent
payments received on mortgage and consumer loans.  In addition,
non-interest income is derived from insurance commissions, loan
origination and servicing fees and other operating revenues.

     The schedule on the following page presents, for the periods
indicated, the total dollar amount of interest income from
average interest-earning assets and the resultant yields, as well
as the total dollar amount of interest expense on average
interest-bearing liabilities and resultant rates.  All average
balances are monthly average balances.  Management does not
believe that the use of monthly balances instead of daily
balances has caused a material difference in the information
presented.  Nonaccruing loans have been included as loans
carrying a zero yield.

PAGE
<PAGE>
<TABLE>
<CAPTION>

                                                           Year Ended December 31,
                                      -----------------------------------------------------------------
                                                  1996                                1995
                                      -------------------------------    ------------------------------
                                                              Average                           Average
                                       Average                 Yield/    Average                 Yield/
                                       Balance     Interest     Cost     Balance     Interest     Cost
                                      -----------------------------------------------------------------

<S>                                  <C>           <C>          <C>      <C>         <C>          <C>
Interest-earning assets:
 Mortgage loans(1)                   $ 8,997       $  839       9.32%    $ 9,290     $  864       9.30%
 Consumer and other loans              2,392          210       8.77       1,911        182       9.52
 Mortgage-backed securities           15,702          986       6.29      15,258        859       5.63
 FHLB stock                              256           15       5.90         256         16       6.25
 Other interest-bearing deposits       1,817           85       4.68       1,282         84       6.47
   Total interest-earning assets      29,164        2,135       7.32      27,997      2,005       7.16

Non-interest earning assets            1,016           --       0.00       1,016         --       0.00
   Total average assets              $30,180       $2,135       7.07%    $29,013     $2,005       6.91%

Interest-bearing liabilities:
 Passbook accounts                   $ 3,005       $   63       2.09%    $ 2,952     $   68       2.30%
 NOW and money market accounts         6,000           88       1.46       4,073         91       2.17
 Certificates                         17,949          991       5.52      19,178        916       4.78
 FHLB advances                           175            9       5.14          62          3       4.84
   Total interest-bearing
     liabilities                      27,129        1,151       4.24      26,265      1,078       4.10

Non-interest income                                $  984                            $  927
Net interest rate spread(2)                                     3.08%                             3.05%

Net interest margin(3)                                          3.37%                             3.31%
Average interest-earning assets
  to average interest-bearing liabilities          107.50                            106.59%

--------------------------
(1) Average balances include non-accrual loans.
(2) Net interest rate spread represents the difference between the average yield on interest-earning assets and
    the average rate on interest-bearing liabilities.
(3) Net interest margin represents net interest income divided by average interest-earning assets.

</TABLE>
PAGE
<PAGE>
Rate/Volume Analysis

     The table below sets forth certain information regarding
changes in interest income and interest expense of the Company
for the years indicated.  For each category of interest-earning
assets and interest-bearing liabilities, information is provided
on changes attributable to (i) changes in volume (changes in
volume multiplied by old rate); (ii) changes in rate (change in
rate multiplied by old volume); and the net change.  For purposes
of this table, changes attributable to both rate and volume,
which cannot be segregated, have been allocated proportionally to
the changes due to volume and the changes due to rate.

<TABLE>


                                                   Years Ended December 31,
                                                         1996 vs. 1995
                                                   ------------------------
                                             Increase/(Decrease)
                                                    due to
                                             -------------------

                                                                    Total
                                                                  Increase
                                             Volume     Rate     (Decrease)
---------------------------------------------------------------------------
<S>                                          <C>       <C>        <C>
Interest-earnings assets:
  Mortgage loans                             $(27)     $   1      $(26)
  Consumer and other loans                     40        (13)       27
  Mortgage-backed securities                   26        103       129
  FHLB stock                                   --         (1)       (1)
  Other                                         6         (4)        2
   Total interest-earning assets               45         86       131

Interest-bearing liabilities:
  Passbook accounts                             1         (5)       (4)
  NOW and money market accounts                 8        (12)       (4)
  Certificate accounts                        (52)       128        76
  Federal Home Loan Bank advances               6         --         6

   Total interest-bearing liabilities         (37)       111        74

Net change in interest income                  82        (25)       57

</TABLE>
<PAGE>

Comparison of Operating Results for the Years Ended December 31,
1996 and 1995

     General.  Net earnings for the year ended December 31, 1996
decreased by $123,000 or 42.1% to $167,000 or $0.69 per share,
from $290,000, for the year ended December 31, 1995.  The
decrease was primarily due to the combined effects of a $44,000
increase in net interest income after recovery from loan losses
and a $63,000  decrease in income taxes offset by a $171,000
increase in SAIF deposit insurance premiums , a $25,000 increase
in compensation and employee benefits, a $19,000 increase in
stationery and printing and a $20,000 increase in other non-
interest expenses.  For the years ended December 31, 1996 and
1995, the returns on average assets were .55% and 1.00%,
respectively, while the returns on average equity were 6.29% and
13.98%, respectively.

     A provision in the Omnibus Appropriations Bill passed by
Congress and signed by President Clinton on September 30, 1996
included an anticipated special assessment to recapitalize the
Savings Association Insurance Fund (SAIF).  The 65.7 cents per
$100 of qualifying accounts as of March 31, 1995 created a pre-
tax expense of $170,000 to the Company.  Without the SAIF
assessment, net income would have been $280,000, return on
average assets would have been .92%, return on average equity
would have been 10.50% and earnings per share would have been
$1.15 for the year ended December 31, 1996.

     The recapitalization of SAIF is anticipated to reduce the
future deposit  insurance premiums from 23 cents per $100 of
deposits to 6.4 cents per $100 of deposits.  The 6.4 cent premium
is projected for the years 1997 through 1999, then decreasing
further to 2.4 cents from 2000 until 2017, assuming a merger of
SAIF and the Bank Insurance Fund (BIF).

     Interest Income.  For the year ended December 31, 1996, net
interest income increased by $57,000 to $984,000 from $927,000
for the year ended December 31, 1995.  This reflects an increase
of $130,000 in interest income to $2.1 million from $2.0 million
and an increase of $73,000 in interest expense to $1.2 million
from $1.1 million.  The increase in interest income was due to
both an increase in total interest-earning assets and an increase
in rates earned.  The increase in interest expense was due to
increased rates paid.  

     Interest income on loans and other interest earning assets
remained relatively flat from 1995 to 1996.  Interest income on
mortgage-backed and related securities increased $128,000 or
14.9% to $987,000 for the year ended December 31, 1996 from
$859,000 for the year ended December 31, 1995.  The increase in
interest income from mortgage-backed and related securities was
primarily due to increased rates earned.

     Interest Expense.  Interest expense for the year ended
December 31, 1996 increased $73,000 to $1.2 million from $1.1
million for the year ended December 31, 1995.  The increase was
primarily due to an increase in the average rate paid on
certificates of deposit.  Although certificates of deposit
decreased from 1995 to 1996, interest rates paid on them
increased resulting in a slightly higher cost of funds.  Average
balances in certificates of deposit decreased $1.2 million to
$17.9  million at December 31, 1996 from $19.2 million at
December 31, 1995.  Average non-certificate balances increased
$2.0 million to $9.0 million from $7.0 million from 1995 to 1996. 
Interest expense on FHLB advances increased to $9,000 for the
year ended December 31, 1996 from $3,000 for the prior year.  The
Association borrowed $1.2 million compared to $-0- at December
31, 1995.

<PAGE>

     Provision for Loan Losses.  The Association maintains an
allowance for loan losses based upon management's periodic
evaluation of known and inherent risks in the loan, the
Association's past loss experience, adverse conditions that may
affect the borrower's ability to repay loans, estimated value of
the underlying collateral and current and expected market
conditions.  The allowance for  loan losses was $296,452 at
December 31, 1996 and  $317,406 at December 31, 1995.  The
provision for loan losses is the method by which the allowance
for losses is adjusted during the period.  The Association did
not establish a provision for loan losses for the year ended
December 31, 1996 since the Association experienced recoveries on
loans for which reserves had previously been established.  The
recovery of $8,000 was primarily due to the payment of consumer
loans for  which provisions had been made in prior periods. 
Management's focus on asset quality since 1991 has resulted in an
increased allowance for loan losses to net loans receivable to
2.48% at December 31, 1996 from 1.88% at December 31, 1991.  The
ratio of nonperforming loans to total loans has also declined to
 .37% at December 31, 1996 from 3.92% at December 31, 1991. 
Because of the improvement in asset quality and increased
coverage of the allowance for loan losses to total loans,
management believes its allowance for loan losses is at a level
that is considered to be adequate to provide for estimated
losses; however; there can be no assurance that further additions
will not be made to the loss allowance and that such losses will
not exceed the estimated amount.

     Non-interest Income.  For the year December 31, 1996, non-
interest income was $249,000 compared to $241,000 for the year
ended December 31, 1995.  The increase of $8,000 was due to
increases of $6,000 in insurance commissions earned and $10,000
in loan origination and servicing fees offset by a $5,000
decrease in gains on foreclosed real estate.

          Non-interest Expense.  Non-interest expense increased
$238,000 or 31.8% to $986,000 for the year ended December 31,
1996 from $748,000 for the year ended December 31, 1995.  The
majority of the increase was due to the one-time SAIF assessment
of $170,000 (see Note 20 in the consolidated financial
statements) mandated by the FDIC on September 30, 1996. 
Compensation and employee benefits increased $25,000 or 6.8% to
$394,000 for the year ended December 31, 1996 from $369,000 for
the year ended December 31, 1995.  Increases in occupancy and
equipment expenses, stationery and printing and other expenses of
$5,000, $19,000 and $20,000 respectively, resulted in higher non-
interest expense for 1996 compared to 1995.

     Income Taxes.  Income taxes decreased $63,000 or 41.7% to
$88,000 for the year ended December 31, 1996 from $151,000 for
the year ended December 31, 1995.  The decrease in income taxes
was the result of the higher non-interest expenses incurred,
primarily from the one-time SAIF assessment referred to above.

<PAGE>

Interest Rate Sensitivity

     Net Portfolio Value.  In order to encourage associations to
reduce their interest rate risk, the OTS adopted a rule
incorporating an interest rate risk ("IRR") component into the
risk-based capital rules.  The IRR component is a dollar amount
that will be deducted from total capital for the purpose of
calculating an institution's risk-based capital requirement and
is measured in terms of the sensitivity of its net portfolio
value ("NPV") to changes in interest rates.  NPV is the
difference between incoming and outgoing discounted cash flows
from assets, liabilities, and off-balance sheet contracts.  An
institution's IRR is measured as the change to its NPV as a
result of a hypothetical 200 basis point ("bp") change in market
interest rates.  A resulting change in NPV of more than 2% of the
estimated market value of its assets will require the institution
to deduct from its capital 50% of that excess change.  The rules
provide that the OTS will calculate the IRR component quarterly
for each institution.  The Company, based on asset size and risk-
based capital, has been informed by the OTS that it is exempt
from this rule.  Nevertheless, the following table presents the
Company's NPV at December 31, 1996 as calculated by the OTS,
based on information provided to the OTS by the Company.  

<TABLE>

    Change in
  Interest Rates                          December 31, 1996
 In Basis Points                         Net Portfolio Value
   (Rate Shock)                    Amount                  Change
                                        (Dollars in thousands)
        <S>                         <C>                    <C>
        400                         3,772                  (24)%
        300                         4,204                  (15)%
        200                         4,553                   (8)
        100                         4,796                   (3)
        Static                      4,932
        (100)                       4,996                    1
        (200)                       5,078                    3
        (300)                       5,244                    6
        (400)                       5,513                   12

</TABLE>

     As shown in the above table, increase in interest rates will
result in  net decreases in the Company's NPV, while decrease in
interest rates will result in smaller net increases in the NPV. 
For example, the table reflects the Company's NPV decreasing 15%
if interest rates increased by 300bp, whereas the NPV would
increase by 6% if interest rates decreased by 300bp.

     Certain shortcomings are inherent in the method of analysis
presented in both the computation of NPV and in the analysis of
the maturing and repricing of interest-earning assets and
interest-bearing liabilities.  Although certain assets and
liabilities may have similar maturities or periods within which
they will reprice, they may react differently to changes in
market interest rates.  The interest rates on certain types of
assets and liabilities may fluctuate in advance of changes in
market interest rates, while interest rates on other types may
lag behind changes in market rates.  Additionally, adjustable-
rate mortgages

<PAGE>

have features which restrict changes in interest rates on a
short-term basis and over the life of the asset.  The proportion
of adjustable-rate loans could be reduced in future periods if
market interest rates would decrease and remain at lower levels
for a sustained period, due to increased refinancing activity. 
Further, in the event of a change in interest rates, prepayment
and early withdrawal levels would likely deviate significantly
from those assumed in the table.  Finally, the ability of many
borrowers to service their adjustable-rate debt may decrease in
the event of a sustained interest rate increase.

Liquidity and Capital Resources

     The Company's primary sources of funds are deposits,
borrowings, principal and interest payments on loans, mortgage-
backed and investment securities.  In the event that the Company
should require funds beyond its ability to generate them
internally, additional sources of funds are available through the
use of FHLB advances.  While scheduled loan repayments and
maturing investments are relatively predictable, deposit flows
and early loan repayments are more influenced by interest rates,
general economic conditions and competition.

     Federal regulations require the Association to maintain
minimum levels of liquid assets.  The required percentage has
varied from time to time based upon economic conditions and
savings flows and is currently 5 percent of net withdrawable
savings deposits and borrowings payable on demand in one year or
less during the preceding calendar month.  Liquid assets for
purposes of this ratio include cash, certain time deposits, U. S.
Government, government agency and other securities and
obligations generally having remaining maturities of less than
five years.  The Association's most liquid assets are cash and
cash equivalents, short-term investments and mortgage-backed and
related securities.  The levels of these assets are dependent on
the Association's operating, financing, lending and investing
activities during any given period.  At December 31, 1996 and
1995, liquidity eligible assets totaled $2.0 million and $2.1
million, respectively.   At those dates, the Association's
liquidity ratios were 7.8% and 8.2%, respectively, in excess of
the 5% minimum regulatory requirement.

     The Company uses its liquid resources principally to meet
ongoing commitments, to fund maturing certificates of deposit and
deposit withdrawals, to invest, to fund existing and future loan
commitments, to maintain liquidity and to meet operating
expenses.  At December 31, 1996, the Association had outstanding
commitments to extend credit which amounted to $416,550. 
Management believes that loan repayments and other sources of
funds will be adequate to meet the Company's foreseeable
liquidity needs.

     At December 31, 1996, the Association had $14.9 million in
certificates of deposit due within one year and $7.3 million in
savings and checking accounts.  Based on past experience,
management expects that most of the deposits will be retained or
replaced by new deposits.     

     The primary investment activities of the Company are the
origination of one- to four- family residential, commercial real
estate, one- to four- family construction, land and consumer
loans, and the purchase of investment and mortgage-backed
securities.  During the years ended December 31, 1996 and 1995,
the Company

<PAGE>

originated loans totaling $5.9 million and $2.9 million,
respectively.  During those same periods, the Company purchased
mortgage-backed securities totaling $3.9 million and $4.3
million, respectively.  These activities were funded primarily by
deposits and principal repayments on loans and mortgage-backed
securities.  The Company increased its purchases of mortgage-
backed securities with proceeds from its stock conversion.  The
continued increase in mortgage-backed securities and relatively
flat lending activity could adversely affect the Company's
interest rate spreads.

     In connection with its conversion on September 27, 1996 from
a federally chartered mutual savings and loan association to a
federally chartered stock savings and loan association, the
Association's capital structure increased substantially with the
issuance of stock and the formation of its holding company, First
Allen Parish Bancorp, Inc.

     The Company issued 264,506 shares of common stock that
resulted in $2,645 of common stock and $2,298,842 of additional
paid-in capital net of conversion costs of $345,577.  The
resulting capital ratios (see Note 21 in the consolidated
financial statements) at December 31, 1996 increased
substantially from prior years due to stockholders' equity.  The
Association had tangible capital of $4.5 million or 14.4% of
total assets, which is approximately $4.0 million above the
minimum requirement of 1.5% of total assets.  The Association had
core capital of $4.5 million or 14.4% of total assets, which is
$3.6 million above the minimum leverage ratio of 3.0%.  The
Association had total risk-based capital of $4.7 million and
total risk-weighted assets of $12.6 million, or total capital of
37.2% of risk-weighted assets.  This was $3.7 million above the
8.0% requirement.

     The deposits of savings associations such as the Association
are presently insured by the SAIF which along with the BIF is one
of the two insurance funds administered by the FDIC.  On
September 30, 1996, President Clinton signed into law the fiscal
year 1997 Omnibus Appropriations Bill which included the Deposit
Insurance Funds Act of 1996.  Provisions of the bill included a
one-time assessment on SAIF-insured deposits.  The Company's
assessment of $170,000 was recorded in the 1996 consolidated
financial statements.  Following the recapitalization, SAIF
premiums will be reduced to the same level as for BIF deposits. 

     Separately, Financing Corporation (FICO) bond payments will
be shared by SAIF and BIF-insured financial institutions with
SAIF-insured institutions paying 80% of the annual cost and BIF-
insured institutions paying 20% of the annual cost through
December 31, 1999, after which assessments will be paid on a pro
rata basis.  Until then, the FICO assessment will be 1.3 basis
points for banks versus 6.4 basis points for thrifts per $100 of
deposits.  Previously, the minimum combined SAIF and FICO
assessments for thrifts had been 23 basis points.  Although the
special one-time assessment significantly increased non-interest
expense for the current year, the anticipated reduction in the
premium schedule will reduce the Company's federal insurance
premiums for future periods.

<PAGE>

Recent Accounting Developments

     In March 1995, the FASB issued SFAS 121 Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of.  SFAS 121 is effective for fiscal years beginning
after December 15, 1995.  The statement requires a company to
assess whether an asset (or group of assets) that will continue
to be used is impaired and whether an adjustment to the carrying
value is required.  Certain events, such as a significant
decrease in the asset's market value, a physical change in the
asset or the way the asset is used, among others, are indicators
that impairment may exist.  If an asset is determined to  be
impaired, and the estimated cash flows from the asset are less
than the carrying value of the asset, then fair market value is
calculated, and the carrying value is adjusted if it is less than
the fair market value.  Assets to be disposed of are reported at
the lower of the carrying amount or fair value less cost to sell.

     In May 1995, the FASB issue SFAS 122, Accounting for
Mortgage Servicing Rights.  SFAS 122 is effective for fiscal
years beginning after December 15, 1995.  SFAS 122 requires
capitalization of servicing rights for both purchased loans and
in-house originations.  Prior to the issuance of this statement,
only servicing rights associated with purchased loans were
capitalized. When a financial institution sells a loan and
retains the servicing rights, SFAS 122 requires that  the total
cost of the loan (including loan fees and origination costs) be
allocated between the loan and the mortgage servicing rights
based on their relative fair values.  The cost of the mortgage
servicing rights is recognized as a separate asset and amortized
in proportion to the estimated net servicing income.  If it is
not practical to estimate fair values, the loan cost is allocated
entirely to the loan.

     SFAS No. 123, Accounting for Stock-Based Compensation was
adopted by the Company during 1996.  This statement establishes
financial accounting and reporting standards for stock-based
employee compensation plans.  These plans include all
arrangements by which employees receive shares of stock or other
equity investments of the employer or the employer incurs
liabilities to employees in amounts based on the price of the
employer's stock.  This statement also applies to transactions in
which an entity issues its equity instruments to acquire goods
and services from nonemployees.

     SFAS No. 125, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities, supersedes
SFAS No. 122 and will be effective for all transfers and
servicing of financial assets and extinguishments of liabilities
occurring after December 31, 1996.  This statement provides
accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities based on
consistent application of a financial-components approach that
focuses on control. It distinguishes transfers of financial
assets that are sales from transfers that are secured borrowings.

     Under the financial-components approach, after a transfer of
financial assets, an entity recognizes all financial and
servicing assets it controls and liabilities it has incurred and
recognizes financial assets it no longer controls and liabilities
that have been extinguished.  The financial-components approach
focuses on the assets and liabilities that exist after the
transfer.  Many of these assets and liabilities are components of
financial assets that existed prior to the transfer.  If a
transfer does not meet the criteria for a sale, the transfer is
accounted for as a secured borrowing with pledge of collateral. 

<PAGE>

     Management believes adoption of SFAS Nos. 121, 122, 123 and
125 will not have a material effect on the financial position or
results of operations, nor will adoption require additional
capital resources.

Impact of Inflation and Changing Prices

     The audited Consolidated Financial Statements and Notes
thereto presented herein have been prepared in accordance with
generally accepted accounting principles.  These principles
generally require the measurement of financial position and
operating results in terms of historical dollars, without
considering changes in the relative purchasing power of money
over time due to inflation.

     The primary assets and liabilities of the Company and
savings institutions such as the Association are monetary in
nature.  As a result, interest rates have a more significant
impact on the Company's performance than the effects of general
levels of inflation.  Interest rates, however, do not necessarily
move in the same direction or with the same magnitude as the
prices of goods and services, since such prices are affected by
inflation.  In a period of rapidly rising interest rates, the
liquidity and maturity structure of the Company's assets and
liabilities are critical to the maintenance of acceptable
performance levels.

     The principal effect of inflation, as distinct from levels
of interest rates, on the Company's earnings is in the area of
non-interest expense.  Expense items such as employee
compensation and benefits, occupancy and equipment costs may be
subject to increases as a result of inflation.  An additional
effect of inflation is the possible increase in the dollar value
of the collateral securing loans made by the Company.  The
Company is unable to determine the extent, if any, to which the
properties securing its loans have appreciated in dollar value
due to inflation.

<PAGE>

                  INDEPENDENT AUDITOR'S REPORT


The Board of Directors
First Allen Parish Bancorp, Inc. and Subsidiary
Oakdale, Louisiana


     We have audited the accompanying consolidated statements of
financial condition of First Allen Parish Bancorp, Inc. and
Subsidiary as of December 31, 1996 and 1995, and the related
consolidated statements of income, changes in stockholders'
equity and cash flows for the years then ended.  These
consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.

     We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
consolidated financial statements.  An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of First Allen Parish Bancorp, Inc. and
Subsidiary as of December 31, 1996 and 1995, and the results of
their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.



               Darnall, Sikes, Kolder, Frederick & Rainey
               A Corporation of Certified Public Accountants


Lafayette, Louisiana
January 23, 1997

<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

          Consolidated Statements of Financial Condition
                    December 31, 1996 and 1995

<TABLE>

                                                1996             1995
                                           -----------      -----------
<S>                                        <C>              <C>
ASSETS

Cash and cash equivalents:
  Interest-bearing                         $   847,896      $ 1,040,626
  Non-interest bearing                         626,409          321,969
Mortgage-backed and related securities
  held to maturity (estimated market
  value of $12,979,395 and $12,393,239)     13,238,771       12,433,279
Mortgage-backed and related securities
  available for sale, estimated
  market value                               3,946,564        2,958,167
Loans receivable, net                       11,937,990       11,230,728
Accrued interest receivable                    206,457          198,584
Other receivables                               42,800           47,120
Foreclosed real estate, net of allowance
  for losses of $25,807 and $25,807             74,856           38,568
Federal Home Loan Bank stock, at cost          259,200          259,600
Premises and equipment at cost, less
  accumulated depreciation                     282,353          309,796
Other assets                                    26,574           19,677

   Total assets                            $31,489,870      $28,858,144

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

Deposits                                   $25,749,999      $26,582,879
Advances from Federal Home Loan bank         1,200,000               --
Advances by borrowers for taxes and
  insurance                                     31,854           43,033
  Current                                        2,843               --
  Deferred                                     122,265          116,982
Accrued expenses and other liabilities          44,624           41,462
Deferred income                                 18,818           15,172
   Total liabilities                        27,170,403       26,799,528

Stockholders' Equity

Serial preferred stock (.01 par value,
  100,000 shares authorized, none issued
  or outstanding)                                   --               --
Common stock (.01 par value, 900,000 shares
  authorized, 264,506 shares issued and
  outstanding                                    2,645               --
Additional paid-in capital                   2,298,842               --
Retained earnings, substantially restricted  2,230,294        2,063,367
Unrealized loss on mortgage-backed and
  related securities held available for
  sale, net of tax benefit at $3,093
  and $2,459                                     (6004)          (4,781)
Unearned employee benefits                    (206,310)              --

   Total stockholders' equity                4,319,467        2,058,586

   Total liabilities and stockholders'
     equity                                $31,489,870      $28,858,114

</TABLE>

The accompanying notes are an integral part of this statement.

PAGE
<PAGE>
         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

                Consolidated Statements of Income
             Years Ended December 31, 1996 and 1995

<TABLE>

                                                1996             1995
                                           -----------      -----------
<S>                                        <C>              <C>

Interest income:
  Loan receivable:
    First mortgage loans                   $  838,531       $  864,381
    Consumer and other loans                  209,692          182,381
  Mortgage-backed and related securities      987,064          858,903
  Other interest earning assets               100,071           99,246
      Total interest income                 2,135,358        2,004,602

Interest expense:
  Deposits                                  1,142,332        1,074,698
  Borrowed funds                                8,909            3,158
      Total interest expense                1,151,241        1,077,856

Net interest income                           984,117          926,746
Recovery from loan losses                       7,972           21,020
Net interest income after recovery from
  loan losses                                 992,089          947,766

Non-interest income:
  Service charges on deposits                 190,176          191,862
  Insurance commissions earned                 11,512            5,549
  Loan origination and servicing fees          31,329           21,473
  Net other real estate expense                (3,502)            (717)
  Gain on foreclosed real estate                1,408            6,467
  Other operating revenues                     17,890           16,759
      Total non-interest income               248,813          241,393

Non-interest expense:
  Compensation and employee benefits          394,039          369,033
  Occupancy and equipment expenses             58,565           53,474
  SAIF deposit insurance premiums             228,542           58,217
  Stationery and printing                      58,250           38,902
  Data processing                              58,575           60,191
  Other expenses                              187,906          168,303
     Total non-interest expense               985,877          748,120

     Earnings before income taxes             255,025          441,039

Income tax expense                             88,098          150,543

     Net earnings                          $  166,927    $     290,496

Net earnings per share                     $     0.69    $          --
Average common shares outstanding             243,346


The accompanying notes are an integral part of this statement.

</TABLE>
PAGE
<PAGE>
<TABLE>
                                            FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

                                      Consolidated Statements of Changes in Stockholders' Equity
                                                Years Ended December 31, 1996 and 1995





                                                                                  Unrealized loss on
                                                                                 Mortgage-backed and
                                                        Additional                Related Securities     Unearned
                                              Common     Paid-in     Retained     Available-for-sale     Employee
                                               Stock     Capital     Earnings     Net of Tax Benefit     Benefits     Total
                                              -----------------------------------------------------------------------------

<S>                                          <C>       <C>           <C>           <C>                   <C>
Balance, December 31, 1994                   $   --    $       --    $1,772,871    $(103,570)            $      --   $1,669,301
Net earnings, as restated for the year
  ended December 31, 1995                        --            --       290,496           --                    --      290,496
Change in unrealized loss on securities
  available-for-sale (net of tax
  benefit of $50,895)                            --            --            --       98,789                    --       98,789
Balance, December 31, 1995                       --            --     2,063,367       (4,781)                   --    2,058,586
Sale of common stock, net of offering
  costs of $345,577                           2,645     2,296,839            --           --                    --    2,299,484
Unearned ESOP shares                             --            --            --           --              (211,600)    (211,600)
Net earnings                                     --            --       166,927           --                    --      166,927
Allocation of ESOP shares                        --         2,003            --           --                 5,290        7,293
Change in unrealized loss on securities
  available-for-sale (net of tax
  benefit of $630)                               --            --            --       (1,223)                   --       (1,223)

Balance, December 31, 1996                   $2,645    $2,298,842    $2,230,294    $  (6,004)            $(206,310)  $4,319,467)



The accompanying notes are an integral part of this statement.

</TABLE>
PAGE
<PAGE>
         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

              Consolidated Statements of Cash Flows
             Years Ended December 31, 1996 and 1995

<TABLE>

                                                1996             1995
                                           -----------      -----------
<S>                                        <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net earnings                             $   166,927      $    32,775

  Adjustments to reconcile net earnings
    to net cash provided by operating
    activities:
      Depreciation of premises and
        equipment                               36,332           32,755
      Recovery from loan losses                 (7,972)         (21,020)
      Gain on sale of foreclosed
        real estate                             (1,408)          (6,467)
      Premium amortization net of
        discount accretion                      43,481           36,945
      Deferred income taxes                      5,787           41,370
      Stock dividend on FHLB stock             (14,800)         (12,100)
      Changes in assets and liabilities-
        Increase in accrued interest
          receivable                            (7,873)         (39,248)
        Increase in prepaid assets              (3,358)         (12,264)
        Increase in accrued expenses
          and other liabilities                  3,162            8,463
        Increase (decrease) in current
          income taxes payable                   2,843          (54,649)
        (Increase) decrease in deferred
          income                                 3,646           (7,979)
        Decrease in other receivables            4,320               --
          Total adjustments                     64,160          (34,174)

          Net cash provided by operating
            activities                         231,087          265,322

CASH FLOWS FROM INVESTING ACTIVITIES
  Principal repayment of mortgage-backed
    and related securities-held to
    maturity                                 1,700,147        1,168,081
  Principal repayments of mortgage-backed
    and related securities -
    available-for-sale                         385,904          990,909
  Purchase of mortgage-backed and
    related securities - held-to-maturity   (2,699,731)      (3,244,087)
  Purchase of mortgage-backed and
    related securities -
    available-for-sale                      (1,468,195)        (979,459)
Net decrease (increase) in loans
  made to customers                           (699,290)         262,428
Proceeds from sale of foreclosed
  real estate                                   30,000            7,300
Purchase of property and equipment              (8,890)         (51,524)
Improvements on foreclosed real estate         (14,746)              --

      Net cash used by investing
        activities                          (2,774,801)      (1,846,352)

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease) in demand
    deposits, NOW accounts, passbook
    savings accounts, and certificates
    of deposits                               (832,880)       2,054,727
Increase (decrease) in advances from
  FHLB                                       1,200,000         (500,000)
Net increase (decrease) in advances by
  borrowers for taxes and insurance            (11,179)           5,715
Issuance of common stock                     2,299,483               --

      Net cash provided by financing
        activities                           2,655,424        1,560,442

      Net increase (decrease) in cash
         and cash equivalents                  111,710          (29,588)

CASH AND CASH EQUIVALENTS, beginning         1,362,595        1,392,183
  of period
CASH AND CASH EQUIVALENTS, end of period   $ 1,474,305      $ 1,362,595

                                                       (continued)

<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

         Consolidated Statements of Cash Flows (continued)
             Years Ended December 31, 1996 and 1995

Supplemental Disclosures

Cash paid for:
  Interest on deposits, advances, and
    other borrowings                       $ 1,151,362      $ 1,081,451
  Income taxes                                  82,811          109,173

Transfers from loans to real estate
  acquired through foreclosure                  74,252               --

Proceeds from sales of foreclosed real
  estate financed through loans                 30,00                --

Total (increase) decrease in unrealized
  loss on mortgage-backed and related
  securities available-for-sale, net of
  tax benefit                                  (1,223)           98,789

Issuance of unearned ESOP shares              211,600                --
</TABLE>

The accompanying notes are an integral part of this statement.

<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

           Notes to Consolidated Financial Statements

(1)  Conversion and Acquisition of the Association by the Company

     First Allen Parish Bancorp, Inc. (the Company) was
incorporated in June, 1996 for the purpose of becoming the
savings and loan holding company of First Federal Savings and
Loan Association of Allen Parish (the Association) in connection
with the Association's conversion from a federally chartered
mutual savings and loan to a federally chartered stock savings
and loan.  Pursuant to its Plan of Conversion, on September 27,
1996, the Company issued and sold 264,506 shares of its common
stock, in a subscription and community offering to the
Association's depositors and borrowers, the Company's employee
stock ownership plan, and the general public.  Total proceeds of
the offering, net of conversion costs and funding the ESOP were
$2,087,923.  The Company utilized $1,149,742 of the net proceeds
to acquire all of the common stock issued by the Association in
connection with its conversion.  The remaining proceeds were
retained by the Company and invested in government and agency
securities.

     The acquisition of the Association by the Company was
accounted for in a manner similar to the pooling-of-interests
method.  Accordingly, the accounting basis of the assets,
liabilities and equity accounts of the Association remained the
same as prior to the conversion and acquisition and were not
adjusted to their fair values, and no purchase accounting
adjustments were recorded.  All intercompany accounts and
transactions are eliminated in consolidation.

     In order to grant priority to eligible account holders in
the event of future liquidation, the Association, at the time of
conversion established a liquidation account in the amount equal
to the Association's capital as of March 31, 1996 ($2,113,937). 
In the event of the future liquidation of the Association,
eligible account holders and supplemental eligible account
holders who continue to maintain their deposit accounts shall be
entitled to receive a distribution from the liquidation account. 
The total amount of the liquidation account will be decreased as
the balance of the eligible account holders and supplemental
eligible account holders is reduced subsequent to the conversion,
based on an annual determination of such balances.  The
Association may not declare or pay a cash dividend to the Company
on, or repurchase any of its common stock if the effect thereof
would cause the retained earnings of the Association to be
reduced below the amount required for the liquidation account. 
Except for such restrictions, the existence of the liquidation
account does not restrict the use or application of the
Association's retained earnings.

<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (Continued)

(2)  Summary of Significant Accounting Policies

     The accounting and reporting policies of First Allen Parish
Bancorp, Inc. and Subsidiary and the methods of applying those
policies conform with generally accepted accounting principles. 
The accounting and reporting policies and the methods of applying
those policies which significantly affect the determination of
financial position, results of operations, and cash flows are
summarized below.

     A.   Cash and Cash Equivalents

          Cash and cash equivalents consist of cash and interest-
bearing deposits due from other institutions.  For purposes of
the statements of cash flows, the Company considers all of these
highly liquid financial instruments with original maturities,
when purchased of three months or less to be cash equivalents.

          Cash and cash equivalents at December 31 include the
following:

<TABLE>

                                         1996         1995
<S>                                  <C>          <C>
Interest-bearing deposits 
  in other institutions              $  847,896   $1,040,626
Non-interest bearing deposits           626,409      321,969

                    Total            $1,474,305   $1,362,595

</TABLE>

     B.   Mortgage-Backed and Related Securities

          The Company follows Statement of Financial Accounting
Standards No. 115 regarding classification of all debt securities
and certain equity securities.

          Mortgage-backed and related securities that management
has the ability and intent to hold to maturity are classified as
held-to-maturity and carried at cost, adjusted for amortization
of premium and accretion of discounts using methods approximating
the interest method.  Other mortgage-backed and related
securities are  classified as available-for-sale and are carried
at fair value.  Unrealized holding gains and losses, net of tax,
on securities available-for-sale are recognized as direct
increases or decreases in retained earnings until realized.

<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)


     At December 31, 1996, the Company had no outstanding
commitments to sell securities.  Should any be sold, gains and
losses are recognized based on the specific identification
method.  All sales are made without recourse.  Gross unrealized
losses in the held-to-maturity portfolio and in the available-
for-sale portfolio are as follows:

<TABLE>

                                        December 31,
                                   -----------------------
                                     1996          1995
                                     Gross        Gross
                                   Unrealized   Unrealized
                                      Loss         Loss
                                   -----------------------

<S>                                  <C>         <C>
Held-to-maturity 
  securities                         $259,376    $40,040
Available-for-sale 
  securities                            9,097      7,240

</TABLE>

C.   Loans Receivable

     Loans receivable are stated at unpaid principal balances,
less the allowance for loan losses, and net deferred loan
origination fees and discounts.

     Discounts on consumer loans are recognized  over the lives
of the loans using the interest method.

     A loan (including a loan defined as impaired under SFAS 114)
is classified as nonaccrual when the loan becomes 90 days or more
past due.  Any unpaid interest previously accrued on those loans
is reversed from income.  Interest income generally is not
recognized on specific impaired loans unless the likelihood of
further loss is remote.  Interest payments received on such loans
are applied as a reduction of the loan principal balances. 
Interest income on other nonaccrual loans is recognized only to
the extent of interest payments received.

     The allowance for loan losses is established through a
provision for loan losses based on management's evaluation of the
risk inherent in its loan portfolio and changes in the nature and
volume of its loan activity, including those loans which are
being specifically monitored by management.  Such evaluation,
which includes a review of loans for which full collectibility
may not be reasonably assured, considers among other matters, the
loan classifications discussed above, the estimated fair value of
the underlying collateral, economic conditions, historical loan
loss experience, the amount of loans

<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)


outstanding and other factors that warrant recognition in
providing for an adequate loan loss allowance.  Allowances for
impaired loans are generally determined based on collateral
values or the present value of estimated cash flows.  The Company
applies FASB Statement No. 114 Accounting by Creditors for
Impairment of a Loan, which requires that impaired loans that are
within the scope of this statement be measured based on the
present value of expected future cash flows discounted at the
loan's effective interest rate or at the loan's market price or
the fair value of the collateral if the loan is collateral
dependent.  The Company uses the loan-by-loan measurement method
for all loans, however, residential mortgage loans and consumer
installment loans are considered to be groups of smaller balance
homogenous loans and are collectively evaluated for impairment
and are not subject to SFAS 114 measurement criteria.  A loan is
considered impaired when it is probable that all contractual
amounts due will not be collected in accordance with the terms of
the loan.  A loan is not deemed to be impaired if a delay in
receipt of payment is expected to be less than 60 days or if,
during a longer period of delay, the Company expects to collect
all amounts due, including interest accrued at the contractual
rate during the period of the delay.  Factors considered by
management include the property location, economic conditions and
any unique circumstances affecting the loan.  Due to the
composition of the Company's loan portfolio, the fair value of
collateral is utilized to measure virtually all of the Company's
impaired loans.  If the fair value of an impaired loan is less
than the related recorded amount, a valuation allowance is
established or the writedown is charged against the allowance for
loan losses if the impairment is considered to be permanent.

     FASB Statement No. 118, Accounting by Creditors for
Impairment of a Loan-Income Recognition and Disclosures, amended
SFAS No. 114 to allow a creditor to use existing methods for
recognizing interest income on impaired loans.  The Company has
elected to continue to use its existing nonaccrual methods for
recognizing interest on impaired loans.

D.   Loan Origination Fees, Commitment Fees and Related Costs

     FASB Statement No. 91, Accounting for Non-refundable Fees
and Costs Associated with Originating or Acquiring Loans and
Initial Direct Costs of Leases,  states that loan fees and
certain direct loan origination costs are normally deferred and
the net fee or cost is recognized as an adjustment to interest

<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)


income using a method which does not differ materially from the
interest method, over the contractual life of the loans, adjusted
for estimated prepayments based on the Company's historical
prepayment experience.  Commitment fees and costs relating to
commitments whose likelihood of exercise is remote should be
recognized over the commitment period on a straight-line basis. 
If the commitment is subsequently exercised during the commitment
period, the remaining unamortized commitment fee at the time of
exercise should be recognized over the life of the loan as an
adjustment of yield.  Loan fees and certain direct loan
origination costs are not deferred at the Company, however, due
to immateriality.  These fees are recognized in the period
collected.  The Company does not charge commitment fees.

E.   Foreclosed Real Estate

     Real estate properties acquired through, or in lieu of loan
foreclosures are initially recorded at the lower of cost or fair
value minus estimated costs to sell at the date of foreclosure. 
Costs relating to development and improvement of property are
capitalized, whereas costs relating to the holding of property
are expensed.

     Valuations are periodically performed by management, and an
allowance for losses is established by a charge to operations if
the carrying value of a property exceeds its estimated net
realizable value.

F.   Federal Home Loan Bank Stock

     Federal Home Loan Bank (FHLB) stock is carried at cost due
to its lack of marketability and restricted ownership.  FHLB
stock can be sold back only at its par value and only to FHLB or
other member institutions.  FHLB stock is evaluated annually for
impairment.

G.   Income Taxes

     Provisions for income taxes are based on taxes payable for
the current year and include deferred income taxes on temporary
differences in the recognition of income and expenses for tax and
financial statement purposes,  primarily from preparing tax
returns on the cash basis of accounting and preparing the
financial statements on the accrual basis.  Deferred taxes are
computed utilizing the method prescribed in FASB Statement 109,
Accounting for Income Taxes.

<PAGE>

H.   Premises and Equipment

     Land is carried at cost.  Buildings, furniture, fixtures,
and equipment are carried at cost, less accumulated depreciation. 
Maintenance, repairs, and minor renewals are expensed as
incurred.  Property retired or sold, and the accumulated
depreciation is removed from the accounts in the year of sale or
retirement.  Gains or losses on disposition are taken into
income.

     The Company computes depreciation by use of the straight-
line method over the following estimated useful lives:

<TABLE>

<S>                                  <C>
Buildings                              40 years
Furniture and fixtures               7-10 years
Automobiles                             5 years

</TABLE>

     For income tax purposes, depreciation of assets acquired
prior to January 1, 1981 is calculated on the straight-line
method, and depreciation of assets acquired after December 31,
1980 is calculated using the Accelerated Cost Recovery System
(ACRS) and Modified Accelerated Cost Recovery System (MACRS) of
the Internal Revenue Service.  Provision is made for deferred
income taxes applicable to the difference in depreciation
charges.

I.   Deferred Income

     Interest on loans collected in advance is deferred and is
recognized to interest income over the contractual life of the
loans.  Profits from repossessed real estate sale transactions
for which the proceeds were financed by the Company are deferred
and recognized to income based upon the amount, composition, and
source of the down payment made by the buyer and periodic cash
payments by the buyer.

J.   Earnings Per Share

     Earnings per share is based upon the weighted average common
and common equivalent shares outstanding, less unallocated ESOP
shares.  For 1996, earnings per share is based upon the total
number of common shares outstanding after the conversion and
acquisition described above and are presented as if those shares
had been outstanding for the entire year.  The 1996 computation
does not reflect the pro forma effect of any investment income
that would have been earned if the net proceeds from conversion
had been received at the beginning of the year.

<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)



K.   Use of Estimates

     Management of the Association has made a number of estimates
and assumptions relating to the reporting of assets and
liabilities and the disclosure of contingent assets and
liabilities to prepare these consolidated financial statements in
conformity with generally accepted accounting principles.  Actual
results could differ from those estimates.

L.   New Accounting Pronouncements

     In March 1995, the FASB issued SFAS 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of.  SFAS 121 is effective for fiscal years beginning
after December 15, 1995.  The statement requires a company to
assess whether an asset (or group of assets) that will continue
to be used is impaired and whether an adjustment to the carrying
value is required.  Certain events, such as a significant
decrease in the asset's market value, a physical change in the
asset or the way the asset is used, among others, are indicators
that impairment may exist.  If an asset is determined to be
impaired, and the estimated cash flows from the asset are less
than the carrying value of the asset, then fair market value is
calculated, and the carrying value is adjusted if it is less than
the fair market value.  Assets to be disposed of are reported at
the lower of the carrying amount or fair value less cost to sell. 


     In May 1995, the FASB issued SFAS 122, Accounting for
Mortgage Servicing Rights.  SFAS 122 is effective for fiscal
years beginning after December 15, 1995.  SFAS 122 requires
capitalization of servicing rights for both purchased loans and
in-house originations.  Prior to the issuance of this statement,
only servicing rights associated with purchased loans were
capitalized.  When a financial institution sells a loan and
retains the servicing rights, SFAS 122 requires that the total
cost of the loan (including loan fees and origination costs) be
allocated between the loan and the mortgage servicing rights
based on their relative fair values.  The cost of the mortgage
servicing rights is recognized as a separate asset and amortized
in proportion to the estimated net servicing income.  If it is
not practical to estimate fair values, the loan cost is allocated
entirely to the loan.  

     SFAS No. 123, Accounting for Stock-Based Compensation, was
adopted by the Company during 1996.  This statement establishes
financial accounting and reporting standards for stock-based

<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)


employee compensation plans.  These plans include all
arrangements by which employees receive shares of stock or other
equity investments of the employer or the employer incurs
liabilities to employees in amounts based on the price of the
employer's stock.  This statement also applies to transactions in
which an entity issues its equity instruments to acquire goods
and services from nonemployees.

     SFAS No. 125, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities, supersedes
SFAS No. 122 and will be effective for all transfers and
servicing of financial assets and extinguishments of liabilities
occurring after December 31, 1996.  This statement provides
accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities based on
consistent application of a financial-components approach that
focuses on control.  It distinguishes transfers of financial
assets that are sales from transfers that are secured borrowings.

     Under the financial-components approach, after a transfer of
financial assets, an entity recognizes all financial and
servicing assets it controls and liabilities it has incurred and
recognizes financial assets it no longer controls and liabilities
that have been extinguished.  The financial-components approach
focuses on the assets and liabilities that exist after the
transfer.  Many of these assets and liabilities are components of
financial assets that existed prior to the transfer.  If a
transfer does not meet the criteria for a sale, the transfer is
accounted for as a secured borrowing with pledge of collateral. 

     Management believes adoption of SFAS Nos. 121, 122, 123 and
125 will not have a material effect on the financial position or
results of operations, nor will adoption require additional
capital resources.

M.   Reclassified Items

     Certain items of the prior years have been reclassified in
order to conform to current presentation.


(3)  Federal Home Loan Bank Stock

     The carrying values of the FHLB stock at December 31, 1996
and 1995 are $259,200 and $259,600, respectively.  FHLB stock was
not considered impaired at December 31, 1996 or 1995 and was
carried at cost.

<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)


(4)  Mortgage-Backed and Related Securities

     The carrying values and estimated market values of mortgage-
backed and related securities at December 31 are summarized as
follows:

<TABLE>

                               Held-to-Maturity Securities December 31, 1996
                      -------------------------------------------------------------

                                Net Unamortized
                                    Premium                    Gross      Estimated
                      Principal    (Unearned    Carrying    Unrealized      Market
                       Balance     Discounts)     Value     Gain (Loss)     Value
-----------------------------------------------------------------------------------

<S>                 <C>            <C>         <C>           <C>          <C>
GNMA certificates   $   369,772     $    562    $   370,334   $   1,178    $   371,512
FHLMC certificates    4,530,875      (19,200)     4,511,675     (82,826)     4,428,849
FNMA certificates     8,234,043       51,024      8,285,067    (170,188)     8,114,879
Collateralized
 mortgage obligations    66,481        5,214         71,695      (7,540)        64,155

                    $13,201,171     $ 37,600    $13,238,771   $(259,376)   $12,979,395

</TABLE>

<TABLE>
                              Available-for-Sale Securities December 31, 1996
                      -------------------------------------------------------------

                                Net Unamortized
                                    Premium                    Gross      Estimated
                      Principal    (Unearned    Carrying    Unrealized      Market
                       Balance     Discounts)     Value     Gain (Loss)     Value
-----------------------------------------------------------------------------------

<S>                 <C>            <C>         <C>           <C>          <C>
GNMA certificates   $   530,391     $ 11,902    $   542,293   $  (6,560)   $   535,733
FHLMC certificates      721,216        3,136        724,352       4,944        729,296
FNMA certificates     1,303,828        8,622      1,312,450      (4,073)     1,308,377
SBA certificates      1,363,155       13,411      1,376,566      (3,408)     1,373,158

                    $ 3,918,590     $ 37,071    $ 3,955,661   $  (9,097)   $ 3,946,564

</TABLE>
<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)

<TABLE>

                               Held-to-Maturity Securities December 31, 1995
                      -------------------------------------------------------------

                                Net Unamortized
                                    Premium                    Gross      Estimated
                      Principal    (Unearned    Carrying    Unrealized      Market
                       Balance     Discounts)     Value     Gain (Loss)     Value
-----------------------------------------------------------------------------------

<S>                 <C>            <C>         <C>           <C>          <C>
GNMA certificates   $   418,052     $   (581)   $   417,471   $   1,887    $   419,358
FHLMC certificates    4,498,102       (1,915)     4,496,187      36,458      4,532,645
FNMA certificates     7,337,799       89,590      7,427,389     (72,935)     7,354,454
Collaterialized
 mortgage obligations    85,525        6,707         92,232      (5,450)        86,782

                    $12,339,478     $ 93,801    $12,433,279   $ (40,040)   $12,393,239

</TABLE>

<TABLE>

                              Available-for-Sale Securities December 31, 1995
                      -------------------------------------------------------------

                                Net Unamortized
                                    Premium                    Gross      Estimated
                      Principal    (Unearned    Carrying    Unrealized      Market
                       Balance     Discounts)     Value     Gain (Loss)     Value
-----------------------------------------------------------------------------------

<S>                 <C>            <C>         <C>           <C>          <C>
GNMA certificates   $   594,133     $ 13,332    $   607,465   $  (8,854)   $   598,611
FHLMC certificates      827,686        2,741        830,427       3,791        834,218
FNMA certificates     1,519,237        8,278      1,527,515      (2,177)     1,525,338

                    $ 2,941,056     $ 24,351    $ 2,965,407   $  (7,240)   $ 2,958,167

</TABLE>
PAGE
<PAGE>
         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)


(5)  Loans Receivable

     Major classification of loans at December 31 are as follows:

<TABLE>
                                                                   1996         1995
<S>                                                           <C>           <C>
First mortgage loans (principally conventional):
  Principal balances -
    Secured by one-to-four family residences                  $ 7,278,520   $ 7,918,939
    Land loans                                                    450,955       202,613
    Commercial loans                                            1,519,441     1,208,388
    Construction loans                                            486,815       260,000
   Other real estate loans                                        237,293       131,281
                                                                9,973,024     9,721,221
Less: Undisbursed portion of first mortgage 
             loans                                               (308,529)     (143,245)
               Total first mortgage loans                       9,664,495     9,577,976

Consumer and other loans:
  Principal balances -
    Automobile                                                    474,424       495,609
    Manufactured home                                              22,093        11,666
         Share loans                                            795,101       800,305
         Lines of credit                                      1,003,407       440,040
    Other consumer loans                                          721,446       414,639
                                                                3,016,471     2,162,259
Less: Undisbursed portion of consumer loans                      (446,524)     (192,024)
      Unearned discounts                                                -           (77)
           Total consumer and other loans                       2,569,947     1,970,158

Less: Allowance for loan losses                                  (296,452)     (317,406)
         Loans receivable, net                                $11,937,990   $11,230,728

</TABLE>

     Activity in the allowance for loan losses for the years
ended December 31 is summarized as follows:

<TABLE>

                                                                   1996         1995
<S>                                                           <C>           <C>

Balance, beginning of year                                    $317,406      $328,386
  Recovery from operations                                      (7,972)      (21,020)
  Charge offs less recoveries                                  (12,982)       10,040

Balance, end of year                                          $296,452      $317,406

</TABLE>
<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)


     The Company had loans with unpaid principal balances
totaling $44,193 and $155,135 at December 31, 1996 and 1995,
respectively, upon which interest was no longer being accrued due
to their delinquent status.  Had the accrual of interest not been
discontinued on these loans, interest income would have been
increased by approximately $2,818 and $11,399, respectively.  The
Company is not committed to lend additional funds to debtors
whose loans have been modified.


(6)  Troubled Debt Restructuring

     In accordance with FASB Statement No. 114, Accounting by
Creditors for Impairment of a Loan, as amended by FASB Statement
No. 118, Accounting by Creditors for Impairment of a Loan-Income
Recognition and Disclosures, management has classified loans
receivable at December 31, 1996 and 1995, in the amounts of
$153,649 and $190,805, respectively, as troubled debt
restructuring due to modification of terms.  The interest income
that would have been recognized if those loans had been current
with their original terms was $15,287 and $17,530 for the years
ended December 31, 1996 and 1995, respectively.  Interest income
totalling $13,933 and $15,839 was included in income for the
years ended December 31, 1996 and 1995, respectively.  The
Company is not committed to lend additional funds to debtors
whose loans  have been restructured.  No impaired loans existed
at December 31, 1996 and 1995.     


(7)  Accrued Interest Receivable

     Accrued interest receivable at December 31 is summarized as
follows:

<TABLE>

                                             1996       1995

<S>                                        <C>        <C>
Mortgage-backed and related securities     $120,473   $113,802
Loans receivable                             85,984     84,782

                                           $206,457   $198,584

</TABLE>
<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)

(8)  Allowance for Losses on Foreclosed Real Estate

     Activity in the allowance for losses for foreclosed real
estate for the years ended December 31 is as follows:

<TABLE>

                                             1996       1995

<S>                                        <C>        <C>
Balance, beginning of year                 $ 25,807   $ 25,807
  Provisions charged to operations               --         --
  Charge-offs less recoveries                    --         --

Balance, end of year                       $ 25,807   $ 25,807

</TABLE>

(9)  Premises and Equipment

     Premises and equipment at December 31 consisted of the
following:

<TABLE>

                                             1996       1995

<S>                                        <C>        <C>
Land and buildings                        $ 342,138  $ 342,138
Furniture, fixtures and equipment           277,668    268,778

                                            619,806    610,916

Less:  Accumulated depreciation            (337,453)  (301,120)

                                          $ 282,353  $ 309,796

</TABLE>

     Depreciation for the years ended December 31, 1996 and 1995
was $36,332 and $32,775, respectively.

<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)

(10) Deposits

     Deposits at December 31 are summarized as follows:

<TABLE>

                         Weighted
                         Average
                          Rate at           1996                  1995
                         12/31/96     Amount    Percent     Amount    Percent

<S>                       <C>     <C>           <C>     <C>           <C>
Demand and NOW 
  accounts, 
  including 
  non-interest 
  bearing deposits 
  of $456,542 and 
  $330,705                1.80%   $ 3,678,782    14.28  $ 3,305,082    12.43
Money market              2.39%       833,048     3.23    1,006,630     3.79
Passbook savings          2.06%     2,757,739    10.70    2,913,566    10.96
                                    7,269,569    28.21    7,225,278    27.18

Certificates 
  of deposit:
     3.99% or less        3.60%         4,809     0.00      171,939      .65
     4.00% to 5.99%       5.01%    18,408,487    71.76   17,179,541    64.63
     6.00% to 7.99%       -             -         0.00    1,961,306     7.38
     8.00% to 9.99%       8.00%        67,134     0.03       44,815      .16
                                   18,480,430    71.79   19,357,601    72.82

                                  $25,749,999   100.00  $26,582,879   100.00
</TABLE>

     The aggregate amount of short-term jumbo certificates of
deposit with a minimum denomination of $100,000 was
approximately, $3,179,379 and $3,485,098 at December 31, 1996 and
1995, respectively.

     At December 31, 1996 scheduled maturities of certificates of
deposit are as follows:

<TABLE>
                                                       Year Ending December 31,
                                            1997        1998        1999       2000      2001

    <S>                              <S>          <C>         <C>         <C>       <C>
    3.99 percent or less             $     4,809  $     -     $   -       $   -     $  -
    4.00 to 5.99 percent              14,943,199   2,905,260   344,538     205,490   10,000
    6.00 to 7.99 percent                    -           -         -           -        -
    8.00 to 8.99 percent                    -           -         -         67,134     -

                                     $14,948,008  $2,905,260  $344,538    $272,624  $10,000

</TABLE>
<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)


     Interest expense on deposits for the years ended December 31
is summarized as follows:

<TABLE>

                                             1996          1995
<S>                                     <C>           <C>
Money market and NOW 
  accounts                              $   88,399    $   91,928
Passbook savings                            62,108        66,777
Certificates of 
 deposits                                  991,825       915,993

                                        $1,142,332    $1,074,698

</TABLE>

     Income from early withdrawal penalties amounted to $6,524
and $6,753 for the years ended December 31, 1996 and 1995,
respectively.

(11) Advances from Federal Home Loan Bank

     Borrowed funds at December 31, 1996 consisted of the
following:

<TABLE>

                                            Rate     Amount

     <S>                                     <C>   <C>
     Advances from Federal Home Loan Bank    5.61% $1,200,000
</TABLE>

     Pursuant to a blanket floating lien with the Federal Home
Loan Bank, the advance at December 31, 1996 was secured by
$1,559,387 in mortgage-backed securities.  At December 31, 1996,
the $1,200,000 advance matures on January 7, 1997.


(12) Deferred Income

     Deferred income at December 31 consisted of the following:

<TABLE>

                                                 1996      1995

<S>                                            <C>       <C>
Interest on loans collected in advance         $ 4,976   $ 3,222
Unrealized profit from the sale of
 repossessed property                           13,842    11,950

    Totals                                     $18,818   $15,172

</TABLE>
<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)


(13) Interest Income on Other Interest Earning Assets

     Details of interest income on other interest earning assets
included in interest income for the years ended December 31 are
provided below:

<TABLE>

                                           1996         1995

<S>                                       <C>          <C>
Interest on demand in other institutions  $ 84,976     $82,875
Federal Home Loan Bank dividends            15,095      16,371

    Totals                                $100,071     $99,246

</TABLE>

(14) Other Noninterest Expenses

     Details of other expenses included in noninterest expenses
for the years ended December 31 are provided below:

<TABLE>

                                           1996           1995

<S>                                      <C>            <C>
Bank clearing charges                    $ 87,335       $ 70,570
Insurance                                  20,431         18,643
Professional fees                          37,571         37,553
Telephone                                  12,274         10,940
Advertising                                15,620         12,280
Property taxes                              6,887          6,773
Dues and subscriptions                      5,000          5,384
Miscellaneous other
  expenses                                  2,788          6,160

  Total                                  $187,906       $168,303

</TABLE>


(15) Retirement Plans

     Profit Sharing Plan

     In 1988, the Company adopted a contributory profit sharing
plan for all full time employees.  Contributions are to be made
annually based on participants' salaries.  The contributions for
the years ended December 31, 1996 and 1995 included in
compensation and employee benefits expense were $31,711 and
$29,967, respectively.

<PAGE>


         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)


Employee Stock Ownership Plan (ESOP)

     All employees meeting age and service requirements are
eligible to participate in an ESOP.  Under the terms of the ESOP,
contributions are allocated to participants using a formula based
on compensation.  Participants vest over five years.  

     In connection with the conversion described in Note 1, the
ESOP purchased 21,160 shares of Company common stock.  The
remaining unamortized cost of such shares purchased is reflected
as unearned employee benefits in the accompanying balance sheet. 
On December 31, 1996, 529 shares were allocated to participants. 
The fair value of such shares, $7,293, was charged to expense. 
The fair value of the remaining unallocated shares at December
31, 1996 totalled $284,460.


(16) Officer's Deferred Compensation Contract

     The Company has a deferred compensation contract with one
member of the Board of Directors.  The agreement provides for a
lump sum payment to be made to the director upon retirement or to
his beneficiary in the event of death before retirement. The
agreement is terminated should the director resign before the
stated date of retirement.

     At December 31, 1996 and 1995, $24,831 and $16,531,
respectively, had been accrued as deferred compensation payable.
       

(17) Income Taxes

     The Company utilizes FASB Statement 109 to account for
income taxes.

     The components of income tax expense for the years ended
December 31 are as follows:

<TABLE>

                                      1996           1995
<S>                                 <C>            <C>
Income taxes current:
  Federal                           $ 82,811       $109,173

Deferred taxes due to
  timing differences                   5,287         41,370

    Total income tax
      expense                       $ 88,098       $150,543

</TABLE>
<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)



     The total provision for federal income taxes differs from
that computed by applying statutory corporate tax rates as
follows for the years ended December 31:

<TABLE>

                                    1996          1995
<S>                                 <C>           <C>
Computed at the expected
 statutory rate                     34.0 %        34.0%
Other                                 .5             .1

                                    34.5%          34.1%

</TABLE>

     Temporary differences giving rise to the deferred tax
amounts consist primarily of converting the financial statements
from accrual to cash basis for tax purposes and by the excess of
tax bad debts over book bad debts since 1987.

     Amounts for deferred tax liabilities at December 31 are as
follows:

<TABLE>

                                    1996       1995
<S>                               <C>        <C>
Deferred tax assets               $ 22,767   $ 16,542
Deferred tax liabilities           145,032    133,524

  Net deferred tax liabilities    $122,265   $116,982

</TABLE>

     No valuation allowances were recorded against deferred tax
assets as of  December 31, 1996 and December 31, 1995.

          Under the Internal Revenue Code, the Company is allowed
     to deduct the greater of an experience method bad debt
     deduction based on actual charge-offs or a statutory bad
     debt deduction based on a percentage (8%) of taxable income
     before such deduction.  This deduction is an addition to tax
     bad debt reserves established for the purpose of absorbing
     losses.  The allowable deduction under the percentage of
     taxable income method is subject to certain statutory
     limitations, which applied at December 31, 1995.  Under the
     Small Business Job Protection Act (The Act) of 1996, the
     allowable deduction under the taxable income method was
     terminated for tax years beginning after 1995 and will not
     be available to the Company for future years.  The Act also
     provides that federal income tax bad debt reserves in excess
     of the base year reserves will be included in taxable income
     over a six year inclusion period.  The Association has
     established a deferred tax liability of approximately
     $34,000 for this recapture.  Postponement of the recapture
     is possible for a two-year period if an association meets a
     minimum level of mortgage lending for 1996 and 1997.

<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)


     Retained earnings of the Company at December 31, 1996 and
1995 includes approximately $368,500, for which provision for
federal income tax has been made.  This amount represents
allocations of income to bad debt deductions for tax purposes
only.  Reduction of amounts allocated for purposes other than tax
bad debt losses will create income for tax purposes only, which
will be subject to the then current corporate income tax rate.

     The accompanying statement of income for the year ended
December 31, 1995 has been restated to correct an error in income
tax expense.  The effect of the restatement was to decrease net
income for the year as follows:

<TABLE>

               As Originally                      Decrease in
                 Reported      As Corrected       Net Income

<S>               <C>            <C>                 <C>
1995              $312,091       $290,496            $21,595

</TABLE>

(18) Related Party Transactions

     In the ordinary course of business, the Company makes loans
to its directors, officers, and employees.  These loans are made
on the same terms as loans to other customers.  The activity of
such loans outstanding for the years ended December 31 are as
follows:

<TABLE>
                                     1996        1995
<S>                                <C>         <C>
Balance, beginning of year         $293,138    $284,350
  Additions                          14,657     143,281
  Payments                          (93,074)   (134,503)

Balance, end of year               $214,721    $293,138

</TABLE>

(19) Concentration of Credit

     The majority of the Company's loans and its standby letters
of credit have been granted to customers in the Company's market
area, which is primarily Allen Parish, Louisiana.  The Parish is
largely a rural area and relies heavily on the agricultural
industry and government employment.  The concentrations of credit
by type of loan are set forth in the note on loans receivable as
presented earlier in this report.  The Company, as a matter of
policy, does not extend credit to any borrower or group of
related borrowers in excess of its legal lending limit of
approximately $615,000.

<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)


(20) Federal Deposit Insurance Premiums

     The deposits of the Company are presently insured by the
Savings Association Insurance Fund (SAIF), which together with
the Bank Insurance Fund (BIF), are the two insurance funds
administered by the FDIC.  In the third quarter of 1995, the FDIC
lowered the premium schedule for BIF-insured institutions in
anticipation of the BIF achieving its statutory reserve ratio. 
The reduced premium created a significant disparity in deposit
insurance expense, causing a competitive advantage for BIF
members.  Legislation enacted on September 30, 1996 provided for
a one-time special assessment of .657% of the Company's SAIF
insured deposits at March 31, 1995.  The purpose of the
assessment is to bring the SAIF to its statutory reserve ratio. 
Based on the above formula, the Company's SAIF assessment of
$170,020 was recorded in the 1996 consolidated financial
statements.  Although the special one-time assessment
significantly increased noninterest expense for the year, the
anticipated reduction in the premium schedule will reduce the
Company's federal insurance premiums for future periods.

(21) Regulatory Capital Requirements

     The Association is subject to various regulatory capital
requirements administered by the federal banking agencies. 
Failure to meet minimum capital requirements can initiate certain
mandatory, and possibly additional discretionary, actions by
regulators that, if undertaken, could have a direct material
effect on the Company's consolidated financial statements.  Under
capital adequacy guidelines and the regulatory framework for
prompt corrective action, the Association must meet specific
capital guidelines that involve quantitative measures of the
Association's assets, liabilities and certain off-balance sheet
items as calculated under regulatory accounting practices.  The
Association's capital amounts and classification are 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 Association to maintain minimum
amounts and ratios (set forth in the table below) of risk-based
capital, as defined in the regulations, to risk-weighted assets,
as defined, and of tangible and core capital, as defined, to
total assets, as defined.  Management believes, as of December
31, 1996, that the Association meets all capital adequacy
requirements to which it is subject.

     As of May 20, 1996, the most recent notification from the
Office of Thrift Supervision (OTS) categorized the Association as
well capitalized under the regulatory framework for prompt
corrective action.  To be categorized as well capitalized, the
Association must maintain minimum total risk-based, tangible and
core capital ratios as set forth in the table.  There are no
conditions or events since that notification that management
believes have changed the institution's category.

<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)

<TABLE>

                               Tangible       Core     Risk-based
<S>                          <C>          <C>         <C>
Regulatory capital           $4,531,781   $4,531,781  $4,671,281
Minimum capital requirement     472,348      944,696   1,004,800
  Regulatory capital in excess of
    of minimum capital 
    requirements             $4,059,433   $3,587,085  $3,666,481

Minimum capital requirement         1.5%         3.0%        8.0%

The Association's regulatory 
  capital                          14.4%        14.4%       37.2%

</TABLE>

(22) Financial Instruments with Off-Balance-Sheet
         Risk/Commitments

     The Company is a party to financial instruments with off-
balance-sheet risk in the normal course of business to meet the
financing needs of its customers and to reduce its own exposure
to fluctuations in interest rates.  These financial instruments
include commitments to extend credit and standby letters of
credit.  Those instruments involve, to varying degrees, elements
of credit and interest rate risk in excess of the amount
recognized in the statement of financial position.  The contract
or notional amount of those instruments reflect the extent of the
Company's involvement in particular classes of financial
instruments.

     The Company's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for
loan commitments to extend credit and standby letters of credit
is represented by the contractual notional amount of those
instruments.  The Company uses the same credit policies in making
commitments and conditional obligations as it does for on-
balance-sheet instruments.

     Unless noted otherwise, the Company does not require
collateral or other security to support financial instruments
with credit risk.

     Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition
established in the contract.  Commitments generally have fixed
expiration dates or other termination clauses.  Since many of the
commitments are expected to expire without being drawn upon, the
total commitment amounts do not necessarily represent future cash
requirements.  The Company evaluates each customer's credit
worthiness on a case-by-case basis.  The amount of collateral
obtained, if it is deemed

<PAGE>

necessary by the Company upon extension of credit, is based on
management's credit evaluation of the counterparty.  Collateral
held varies but may include accounts receivable; inventory,
property, plant, and equipment; and income-producing commercial
properties.  In addition to undisbursed loan proceeds,
outstanding mortgage commitments amounted to:

<TABLE>

                                     Ranges

                       Variable      Interest      Commitment
                         Rate          Rates          Terms
<S>                    <C>        <C>              <C>
December 31, 1996      $326,800   8.50% -  9.25%      182 days

December 31, 1995      $124,945   9.00% - 10.00%   44-150 days

</TABLE>

<TABLE>
                                       Ranges

                            Fixed      Interest     Commitment
                            Rate         Rates          Terms

<S>                       <C>        <C>             <C>
December 31, 1996         $ 89,750   8.00% - 14.00%  159-182 days
December 31, 1995         $219,557   8.00% - 12.00%   44-150 days

</TABLE>

     Standby letters of credit are conditional commitments issued
by the Company to guarantee the performance of a customer to a
third party.  Those guarantees are primarily issued to support
public and private borrowing arrangements, including commercial
paper, bond financing, and similar transactions.  The Company had
short-term standby letters of credit outstanding of $2,000 and
$4,970 at December 31, 1996 and 1995, respectively.


(23) Estimated Fair Value of Financial Instruments

     The following methods and assumptions were used by the
Company in estimating fair values of financial instruments as
disclosed herein:

     Cash and cash equivalents - The carrying amounts of cash and
short-term instruments approximate their fair value.

     Securities to be held to maturity and securities available-
for-sale - Fair values for investment securities, excluding

<PAGE>

         FIRST ALLEN PARISH BANCORP, INC. AND SUBSIDIARY

      Notes to Consolidated Financial Statements (continued)


restricted equity securities, are based on quoted market prices. 
The carrying values of restricted equity securities approximate
fair values.

     Loans receivable - Fair values for variable and fixed rate
loans are estimated using discounted cash flow analysis, using
interest rates currently being offered for loans with similar
terms to borrowers of similar credit quality.

     Deposit liabilities - The fair values disclosed for demand
deposits are, by definition, equal to the amount payable on
demand at the reporting date (that is, their carrying amounts). 
The carrying amounts of variable-rate, fixed-term money market
accounts and certificates of deposit approximate their fair
values at the reporting date.  Fair values for fixed-rate
certificates of deposit are estimated using a discounted cash
flow calculation that applies interest rates currently being
offered on the certificates to a schedule of aggregated expected
monthly maturities on time deposits.

     Short-term borrowings - Fair values of borrowed funds are
estimated using discounted cash flow analyses based on the
Company's current incremental borrowing rates for similar types
of borrowing arrangements.

     Accrued interest - The carrying amounts of accrued interest
approximate their fair values.

     Off-balance sheet items - The fair value of these items
approximate their contractual amounts.

     The estimated fair values of the Company's financial
instruments were as follows:

<TABLE>

                                    December 31, 1996       December 31, 1995

                                   Carrying        Fair       Carrying         Fair
                                     Value         Value       Value           Value

<S>                               <C>           <C>           <C>            <C>
Financial assets:
  Cash and due from banks         $ 1,474,305   $ 1,474,305   $ 1,362,595    $ 1,362,595
  Securities to be held to
    maturity                       13,238,771    12,979,395    12,433,279     12,393,239
  Securities available for sale     3,946,564     3,946,564     2,958,167      2,958,167
  Loans                            11,937,990    11,794,550    11,230,728     11,331,594
  Accrued interest receivable         206,457       206,457       198,584        198,584
  Other receivables                    42,800        42,800        47,120         47,120
  Federal Home Loan Bank stock,
    at cost                           259,200       259,200       259,600        259,600

Financial liabilities:
  Deposit liabilities              25,749,999    25,790,309    26,582,579     26,653,000
  Borrowed funds                    1,200,000     1,200,000            --             --
  Advances by borrowers for
    taxes and insurance                31,854        31,854        43,033         43,033
  Current federal income
    taxes payable                       2,843         2,843            --             --
  Accrued expenses and other
    liabilities                        44,624        44,624        41,462         41,462
  Off-balance sheet items
    Standby letters of credit           2,000         2,000         4,970          4,970
  Commitments to extend credit        416,550       416,550       344,502        344,502

</TABLE>
PAGE
<PAGE>
                FIRST ALLEN PARISH BANCORP, INC.

                     Stockholder Information

ANNUAL MEETING:

     The Annual Meeting of Stockholders will be held at 4:00
p.m., Oakdale, Louisiana time on Thursday, April 24, 1997, at the
Hardwood Mill Restaurant, Magnolia Room, 1194 Old River Mill
Road, Oakdale, Louisiana  71463.

STOCK LISTING:

     First Allen Parish Bancorp, Inc. common stock is traded on
the National Association of Securities Dealers, Inc. (NASDAQ)
"Pink Sheets" under the symbol "FALN".

PRICE RANGE OF COMMON STOCK:

     The per share price range of the common stock for each
quarter since conversion was as follows:

      1996          High      Low    Dividends

 Fourth Quarter    $14.38    $10.00     $ -

     The stock price information set forth in the table above was
provided by Trident Securities, Inc., 1275 Peachtree Street N.
E., Suite 460, Atlanta, Georgia  30309.

     At December 31, 1996, there were 264,506 shares of First
Allen Parish Bancorp, Inc. common stock issued and outstanding
(including unallocated ESOP shares) and there were 103 registered
holders of record.

STOCKHOLDERS AND GENERAL INQUIRIES:

     Charles L. Galligan, President/CEO
     First Allen Parish Bancorp, Inc.
     222 South 10th Street
     Oakdale, Louisiana  71463
     (318) 335-2031

TRANSFER AGENT:

     Registrar and Transfer Co.
     10 Commerce Drive
     Cranford, New Jersey  07016
     (800) 368-5948

ANNUAL AND OTHER REPORTS:

     A copy of the First Allen Parish Bancorp, Inc. Annual Report
on Form 10-K for the year ended December 31, 1996, as filed with
the Securities and Exchange Commission (SEC), may be obtained
without charge by contacting Charles L. Galligan, President and
Chief Executive Officer, First Allen Parish Bancorp, Inc., 222
South 10th Street (Post Office Box 706), Oakdale, Louisiana 
71463.

<PAGE>

                FIRST ALLEN PARISH BANCORP, INC.

                      Corporate Information

COMPANY AND ASSOCIATION ADDRESS:

     First Allen Parish Bancorp, Inc.
     222 South 10th Street
     Post Office Box 706           Telephone:  (318) 335-2031
     Oakdale, Louisiana  71463          Telefax:    (318) 335-2941

OFFICERS:

     Dr. James D. Sandefur, Chairman of the Board
     Charles L. Galligan, President and Chief Executive Officer
     Leslie A. Smith, Secretary
     Betty Jean Parker, Treasurer and Chief Financial Officer

BOARD OF DIRECTORS:

     Dr. James D. Sandefur.  Dr. Sandefur has served as Chairman
of the Board since January 1996.  Dr. Sandefur was a practicing
optometrist, and was the owner of the Vision Clinic located in
Oakdale, Louisiana from March 1968 until June 1996.  Dr. Sandefur
is currently semi-retired and works as a consultant for the
Vision Clinic.

     Charles L. Galligan.  Mr. Galligan has served as the
President and Chief Executive Officer since joining the
Association in 1991.  In these capacities, he is responsible for
overseeing the day-to-day operations of the Association.  Prior
to joining the Association, Mr. Galligan was President of
Vermilion Federal Savings Bank located in Abbeville, Louisiana.

     Jesse Boyd, Jr.  Mr. Boyd is the owner and president of Boyd
Buick- Cadillac-Chevrolet-Pontiac-Olds-GMC, Inc., a car
dealership, and Boyd Oil Company, a bulk oil distributorship,
located in Oakdale and Glenmora,   Louisiana, respectively.

     James E. Riley.  Mr. Riley owned and operated a pharmacy in
Oberlin, Louisiana until his retirement in 1990.

     J. C. Smith.  Mr. Smith's principal business is farming.  He
is also involved in J. C. Smith & Sons, Partnership, a farming
operation, and J. C. Smith & Sons Auto and Home Service Center, a
retail hardware store, both located in Oberlin, Louisiana.

     Leslie A. Smith.  Mr. Smith is the principal of Oakdale
Elementary School.

     In 1994, Mr. T. H. Mayes, who had served as a director of
the Association since 1965, retired from the board and was named
a director emeritus.

INDEPENDENT AUDITORS:

     Darnall, Sikes, Kolder, Frederick & Rainey
     125 Rue Beauregard
     Lafayette, Louisiana  70502
     (318) 232-3312

SPECIAL COUNSEL:

     Robert I. Lipsher, Esq.
     Luse, Lehman, Gorman, Pomerenk & Schick
     5335 Wisconsin Avenue, N. W.
     Suite 400
     Washington, DC  20015
     (202) 274-2000

<PAGE>