SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM 10-K
(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended                    September 30, 2002
                          --------------------------------------------------

                                                      - or -

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from                        to
                               ----------------------    -----------------------

Commission Number:  1-13712

                              TECHE HOLDING COMPANY
         ---------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

                      Louisiana                           72-1287456
---------------------------------------------     --------------------------
(State or other jurisdiction of incorporation            (I.R.S. Employer
  or organization)                                       Identification No.)

211 Willow Street                                         70538
---------------------------------------------     -------------------------
(Address of principal executive offices)                 Zip Code

Registrant's telephone number, including area code:     (337) 828-3212
                                                     -------------------

Securities registered pursuant to Section 12(b) of the Act:

 Title of Each Class                Name of Each Exchange on which Registered
 ----------------------------       -----------------------------------------
 Common Stock, par value                      American Stock Exchange
 $.01 per share

Securities registered pursuant to Section 12(g) of the Act:          None
                                                            --------------------

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

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

         The aggregate  market value of the voting stock held by  non-affiliates
of the Registrant,  based on the closing price of the Registrant's  Common Stock
as quoted on the American Stock Exchange on December 16, 2002, was $51.6 million
(1,902,469 shares at $27.12 per share).

         As of December  16, 2002 there were  issued and  outstanding  2,336,748
shares of the Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions  of the Annual  Report to  Stockholders  for the Fiscal Year Ended
     September 30, 2002. (Parts I, II and IV)
2.   Portions  of  the  Proxy   Statement   for  the  2003  Annual   Meeting  of
     Stockholders. (Part III)

<PAGE>

                                     PART I

         Teche Holding Company (the "Company" or the "Registrant") may from time
to time make written or oral "forward-looking  statements," including statements
contained in the Company's  filings with the Securities and Exchange  Commission
(including  this Annual  Report on Form 10-K and the exhibits  thereto),  in its
reports to stockholders and in other  communications  by the Company,  which are
made in good faith by the Company  pursuant to the "safe  harbor"  provisions of
the Private Securities Litigation Reform Act of 1995.

         These forward-looking statements involve risks and uncertainties,  such
as statements of the Company's plans,  objectives,  expectations,  estimates and
intentions,  that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and the strength of the local economy in which the Company conducts  operations;
the effects of, and changes in,  trade,  monetary and fiscal  policies and laws,
including  interest  rate  policies  of the board of  governors  of the  federal
reserve system, inflation, interest rates, market and monetary fluctuations; the
impact of changes in financial  services' laws and  regulations  (including laws
concerning taxes, banking, securities and insurance); technological changes; and
the success of the Company at managing the risks involved in the foregoing.

         The Company  cautions that the foregoing  list of important  factors is
not  exclusive.  The Company does not  undertake  to update any  forward-looking
statement,  whether written or oral, that may be made from time to time by or on
behalf of the Company.

Item 1.  Business
-------  --------

General

         The Company is a Louisiana  corporation  organized in December  1994 at
the direction of Teche Federal  Savings Bank (the "Bank" or "Teche  Federal") to
acquire all of the capital stock that the Bank issued in its conversion from the
mutual to stock form of ownership (the  "Conversion").  References to the "Bank"
or "Teche Federal" herein,  unless the context requires otherwise,  refer to the
Company on a consolidated basis.

         The  Bank is a  community-oriented  federal  savings  bank  offering  a
variety of  financial  services  to meet the local  banking  needs of St.  Mary,
Lafayette,   Iberia,  St.  Martin,  Terrebonne  and  upper  Lafourche  Parishes,
Louisiana (the "primary market area").  Teche Federal conducts its business from
its main  office and two branch  offices in New  Iberia,  Louisiana,  and twelve
branch offices located in Morgan City,  Bayou Vista,  Lafayette (three offices),
Breaux Bridge and Houma (three offices), Thibodaux and Franklin, Louisiana.

         The  Company and the Bank are  subject to  regulation  by the Office of
Thrift Supervision ("OTS"),  the Federal Deposit Insurance  Corporation ("FDIC")
and the Securities and Exchange Commission ("SEC").

Market Area/Competition

         Teche  Federal's  home office is located in Franklin,  St. Mary Parish,
Louisiana.  The Bank also has  branch  offices  in the  contiguous  Parishes  of
Iberia, St. Martin, Lafayette, Terrebonne and Lafourche.

                                        1
<PAGE>

         The local economy is dependent to a certain  extent on the oil and gas,
seafood and agricultural (primarily sugar cane) industries. These industries are
cyclical in nature and have a direct impact on the level and  performance of the
Bank's loan portfolio.  Economic downturns in the past have caused a decrease in
loan  originations  and  an  increase  in  nonperforming  assets.  However,  the
metropolitan Lafayette area, which is the fourth largest city in Louisiana,  has
experienced  sustained  growth and is the home to the University of Louisiana at
Lafayette,  several hospitals and various small-to medium-size  businesses,  and
has provided the Bank with increased lending opportunities.

         The  Bank  encounters  strong  competition  both in the  attraction  of
deposits  and  origination  of real estate and other  loans.  Competition  comes
primarily  from  other  financial  institutions  in  its  primary  market  area,
including  savings  banks,  commercial  banks and savings  associations,  credit
unions and investment  and mortgage  brokers in serving its primary market area.
The  Bank  also  originates  mortgage  loans  through  its  branch  offices  and
affiliations  with mortgage  originators,  secured by properties  throughout its
primary market area and other locations in Louisiana.

Lending Activities

         The Bank's lending strategy has historically focused on the origination
of traditional  one-to-four-  family mortgage loans with the primary emphasis on
single  family  residences  in the Bank's  primary  market  area.  Additionally,
management  emphasizes the origination of consumer loans  (primarily home equity
loans),  alternative mortgage loans, commercial loans and commercial real estate
loans for retention in the Company's loan portfolio.  Alternative mortgage loans
originated by the Bank are residential real estate loans that do not meet all of
the Bank's standard loan underwriting criteria.

         Analysis of Loan  Portfolio.  Set forth below is selected data relating
to the composition of the Bank's loan portfolio at the dates indicated.

<TABLE>
<CAPTION>
                                                                           At September 30,
                                 ---------------------------------------------------------------------------------------------------
                                        2002                 2001                2000                  1999               1998
                                 -------------------  ------------------- -------------------     ----------------   ---------------
                                             Percent            Percent              Percent              Percent           Percent
                                    Amount  of Total   Amount   of Total    Amount   of Total     Amount  of Total   Amount of Total
                                    ------  --------   ------   --------    ------   --------     ------  --------   ------ --------
                                                                          (Dollars in Thousands)
<S>                             <C>        <C>     <C>          <C>     <C>         <C>       <C>        <C>     <C>        <C>
Residential real estate mortgage
loans:
  One- to four-family..........   $253,668   71.60%  $293,435      76.21% $310,505     79.47%   $296,602    85.43% $301,071   86.20%
  Construction/permanent loans.      8,814    2.49      8,908       2.31    10,821      2.77       4,620     1.33     3,873    1.11
  Multi-family.................      5,804    1.64      1,107       0.29     1,186      0.30       1,318     0.38     1,934    0.55
Commercial real estate loans...      7,792    2.20     10,775       2.80     5,465      1.40       5,207     1.50     6,261    1.79
Commercial non-real estate loans     3,295    0.93         --         --        --        --          --       --        --      --
Land loans.....................      8,750    2.47      9,161       2.38     8,173      2.09       5,501     1.58     1,604    0.46

Consumer loans:
  Home equity loans ...........     40,779   11.51     36,039       9.36    33,007      8.45      19,655     5.66    20,186    5.78
  Loans on savings accounts....      3,978    1.12      4,536       1.18     4,960      1.27       5,166     1.49     5,881    1.69
  Other........................     21,409    6.04     21,051       5.47    16,617      4.25       9,112     2.63     8,458    2.42
                                  --------  ------   --------     ------  --------    ------    --------   ------  --------  ------
       Total loans.............    354,289  100.00%   385,012     100.00%  390,734    100.00%    347,181   100.00%  349,267  100.00%
                                            ======                ======              ======               ======            ======
Less:
  Allowance for loan losses....      3,459              3,436                3,630                 3,537              3,515
  Deferred loan fees, net......        207                746                  592                   658                580
                                  --------           --------             --------              --------           --------
       Net loans..............    $350,623           $380,830             $386,512              $342,986           $345,172
                                  ========           ========             ========              ========           ========
</TABLE>

                                        2

<PAGE>

         Loan Maturity  Tables.  The following  table sets forth the maturity of
the Bank's residential construction and commercial real estate loan portfolio at
September  30,  2002.  The  table  does not  include  prepayments  or  scheduled
principal  repayments.  Adjustable-rate  loans  are shown as  maturing  based on
contractual maturities.


                                                    Residential
                                                   Construction/     Commercial
                                                     Permanent       Real Estate
                                                     ---------       -----------

Amounts due:
  1 year or less...............................       $1,934            $1,692
                                                      ------            ------
  After 1 year:
    1 year to 5 years..........................            -             3,601
    More than 5 years..........................        6,880             2,499
                                                      ------            ------

      Total due after September 30, 2003.......        6,880             6,100
                                                      ------            ------

      Total amount due.........................       $8,814            $7,792
                                                      ======            ======


         The  following  table  sets  forth the  dollar  amount  of  residential
construction/permanent   loans  and  commercial  real  estate  loans  due  after
September  30,  2003  that  have  pre-determined  interest  rates  and that have
floating or adjustable interest rates.


                                                        Floating or
                                               Fixed     Adjustable
                                               Rates       Rates           Total
                                               -----     ---------         -----
                                                      (In Thousands)

Residential construction/permanent........    $ 6,880      $    -        $ 6,880
Commercial real estate....................      4,690       1,410          6,100
                                              -------      ------        -------
      Total...............................    $11,570      $1,410        $12,980
                                              =======      ======        =======


         One-  to  Four-Family   Residential   Loans.  Teche  Federal  generally
originates single-family owner occupied residential mortgage loans in amounts up
to 80% of the lower of the  appraised  value or  selling  price of the  property
securing the loan. The Bank also  originates such loans in amounts up to 100% of
the lower of the appraised  value or selling  price of the  mortgaged  property,
provided that private mortgage  insurance is provided on the amount in excess of
90% of the lesser of the appraised value or selling price.

         The Bank offers  fixed-rate  and  adjustable-rate  mortgage  loans with
terms of up to 30 years,  which  amortize  monthly.  Interest  rates  charged on
mortgage  loans are  competitively  priced  based on market  conditions  and the
Bank's  cost of funds.  The Bank  originates  and holds  most of its  fixed-rate
mortgage  loans  as  long  term  investments.   Most  loans  are  originated  in
conformance  with the Federal Home Loan Mortgage  Corporation  ("FHLMC") and the
Federal National Mortgage  Association  ("FNMA") guidelines and can therefore be
sold in the secondary  market  should  management  deem it  necessary.  The Bank
originated  $41.1  million of  fixed-rate  mortgage  loans during the year ended
September 30, 2002.

         Alternative  mortgage loans originated by the Bank are residential real
estate loans that do not meet the Bank's standard loan underwriting criteria due
to, among other things, higher loan to value ratios, lack

                                        3
<PAGE>

of private mortgage  insurance,  weaker credit  characteristics of the borrower,
absence of credit history or the non-conforming  nature of the property securing
the loan.  Because these loans may have higher  credit risks,  they also provide
higher  yields to the Bank.  The Bank  attempts to  minimize  the credit risk by
ensuring  that the  borrowers  meet  some of the  Bank's  standard  underwriting
criteria and securing such loans only by residential  real estate.  At September
30, 2002,  alternative  mortgage  loans  comprised  $31.6 million or 8.9% of the
total loan portfolio.

         Residential Construction/Permanent Loans. The Bank's construction loans
have  primarily been made to finance the  construction  of  single-family  owner
occupied residential  properties and, to a limited extent, single family housing
for sale by  contractors.  Construction/permanent  loans  generally  are made to
customers   of  the  Bank  in  its  primary   market   area.   The  Bank  offers
construction/permanent  loans in amounts up to 80% of the appraised value of the
property  securing the loan.  Loan  proceeds  are  disbursed  in  increments  as
construction progresses and as inspections warrant. Construction/permanent loans
to individuals generally do not pay off at completion of the construction phase,
but are automatically  transferred to the Bank's one- to four-family residential
portfolio.  These  single-family  residential  loans are structured to allow the
borrower to pay interest only on the funds advanced for the  construction  for a
period of up to nine  months  at the end of which  time the loan  converts  to a
permanent mortgage.

         Multi-Family   and   Commercial   Real  Estate  Loans.   The  Bank  has
historically  originated a limited amount of loans secured by  multi-family  and
commercial real estate,  including non-owner occupied  residential  multi-family
dwelling units (more than four units), as well as professional  office buildings
and apartment complexes.

         The Bank generally  originates  multi-family and commercial real estate
loans  up to 80% of the  appraised  value  of the  property  securing  the  loan
depending  upon the type of  collateral.  The Bank's  philosophy is to originate
commercial  real estate and  multi-family  loans only to borrowers  known to the
Bank and on properties in its market area. The  multi-family and commercial real
estate loans in the Bank's  portfolio  generally  consist of fixed-rate and ARMs
which were originated at prevailing market rates for terms up to 15 years.

         Loans secured by multi-family  and commercial real estate are generally
larger and involve a greater degree of risk than one- to four-family residential
mortgage  loans.  Of primary concern in multi- family and commercial real estate
lending  is the  borrower's  creditworthiness,  the  feasibility  and cash  flow
potential of the project, and the outlook for successful operation or management
of the  properties.  As a result,  repayment  of such  loans may be subject to a
greater extent than residential  real estate loans to adverse  conditions in the
real estate market or the economy. In accordance with the Bank's  classification
of assets policy and procedure, the Bank requests annual financial statements on
major loans secured by multi-family and commercial real estate. At September 30,
2002 the aggregate balance of the five largest  multi-family and commercial real
estate loans totaled $6.1 million with no single loan larger than $1.9 million.

         Commercial  Non-real  Estate Loans. At September 30, 2002, the Bank had
$3.3  million  invested in  commercial  non-real  estate  loans.  Such loans are
commercial  business  loans  primarily  to small  business  owners in the Bank's
market area. These loans are typically secured by equipment, machinery and other
business assets and generally have terms of three to five years.  This portfolio
grew during the 2002 fiscal year, and the Bank  anticipates  that this portfolio
will continue to grow.  Commercial business loans generally have higher interest
rates and shorter terms than one- to four-family residential mortgage loans, but
also  involve a greater  degree of risk.  These  loans may have  higher  average
balances,  increased  difficulty of loan monitoring and a higher risk of default
since their repayment generally depends on the

                                        4
<PAGE>

successful operation of the borrower's business.  The Bank tries to minimize its
risk  exposure  by  limiting  these  loans to proven  businesses  and  obtaining
personal guarantees from the borrowers whenever possible.

         Land Loans.  At September 30, 2002, the Bank had $8.8 million  invested
in residential lot loans to individuals.

         Home Equity  Loans.  The Bank also  offers home equity  loans on single
family  residences.  At September 30, 2002,  home equity  mortgage loans totaled
$40.8 million.  While the Bank does offer  adjustable  rate home equity lines of
credit,  the  majority  of the home  equity  portfolio  have fixed  rates with a
maximum  term of 30 years.  A variety of home equity loan  programs  are offered
including  combined loan to values up to 125.00% of  collateral,  however,  such
loans are generally for shorter terms.  Creditworthiness,  capacity, and loan to
value  are  the  primary  factors  considered  during  underwriting.  To  offset
additional credit risk and higher combined loan to values, the Bank reduces loan
terms and increases loan yields.

         Consumer Loans. The Bank also offers loans in the form of loans secured
by deposits, home equity loans, automobile loans, mobile home loans, credit card
loans and unsecured personal consumer loans.  Federal regulations allow the Bank
to make secured and unsecured consumer loans of up to 35% of the Bank's assets.

         Loans  secured  by  deposits  at the  Bank  are  made up to 100% of the
deposit.  At September  30, 2002,  the Bank had $4.0 million of loans secured by
deposits.

         Teche  Federal also  originates  automobile  and mobile home loans.  At
September  30, 2002,  the Bank had $4.1 million and $13.0  million of automobile
and mobile home loans, respectively.

         The  Bank has a credit  card  program  whereby  customers  are  offered
revolving  credit  through  Teche  Federal  credit cards which are serviced by a
third-party  vender.  At September 30, 2002,  such credit cards had a balance of
$1.3 million. The Bank sold this portfolio in November 2002.

         Consumer  loans tend to be  originated  at higher  interest  rates than
conventional residential mortgage loans and for shorter terms which benefits the
Bank's interest rate risk management.  However, consumer loans generally involve
more risk than first mortgage one- to four-family residential real estate loans.
Repossessed  collateral for a defaulted loan may not provide an adequate  source
of repayment  of the  outstanding  loan  balance as a result of damage,  loss or
depreciation,  and the  remaining  deficiency  often  does not  warrant  further
substantial   collection  efforts  against  the  borrower.  In  addition,   loan
collections are dependent on the borrower's continuing financial stability,  and
thus are more likely to be adversely affected by job loss,  divorce,  illness or
personal bankruptcy. Further, the application of various state and federal laws,
including  federal and state bankruptcy and insolvency law, may limit the amount
which may be  recovered.  These  loans may also  give  rise to  defenses  by the
borrower  against the Bank and a borrower may be able to assert against the Bank
claims  and  defenses  which  it  has  against  the  seller  of  the  underlying
collateral.  In underwriting  consumer loans,  the Bank considers the borrower's
credit  history,  an analysis of the borrower's  income and ability to repay the
loan, and the value of the collateral.

         Loans-to-One  Borrower.  Savings  associations cannot make any loans to
one  borrower  in an amount  that  exceeds in the  aggregate  15% of  unimpaired
capital and retained income on an unsecured basis and an additional amount equal
to 10% of  unimpaired  capital  and  retained  income if the loan is  secured by
readily  marketable  collateral  (generally,  financial  instruments,  not  real
estate) or $500,000, whichever

                                        5

<PAGE>

is higher. The Bank's maximum loan-to-one  borrower limit was approximately $6.9
million as of September 30, 2002.

Non-Performing and Problem Assets

         General. Teche Federal's primary market area is dependent, to a certain
extent,  on the oil and gas,  seafood and  agricultural  (primarily  sugar cane)
industries.  These industries are cyclical in nature and have a direct impact on
the level and performance of the Bank's loan portfolio.  Management  continually
monitors its loan portfolio for appropriate underwriting standards.

         Non-Performing Assets and Delinquencies.  When a borrower fails to make
a required  payment on a loan and does not cure the  delinquency  promptly,  the
loan is classified as delinquent.  In this event, the normal procedure  followed
by the Bank is to make contact with the borrower at  prescribed  intervals in an
effort to bring the loan to a current status.  In most cases,  delinquencies are
cured promptly. If a delinquency is not cured, the Bank normally, subject to any
required prior notice to the borrower,  commences  foreclosure  proceedings,  in
which the  property may be sold.  In a  foreclosure  sale,  the Bank may acquire
title to the  property  through  foreclosure,  in which  case  the  property  so
acquired is offered for sale and may be financed by a loan involving  terms more
favorable to the borrower than those normally offered.  Any property acquired as
a result of  foreclosure or by deed in lieu of foreclosure is classified as real
estate owned until such time as it is sold or otherwise  disposed of by the Bank
to recover its  investment.  Any real estate  acquired in settlement of loans is
initially recorded at the estimated fair value at the time of acquisition and is
subsequently  reduced by additional  allowances which are charged to earnings if
the  estimated  fair value of the  property  declines  below its initial  value.
Subsequent  costs directly  relating to development  and improvement of property
are  capitalized  (not to exceed fair value),  whereas  costs related to holding
property are expensed.

         The Bank's general policy is to place a loan on nonaccrual  status when
the loan becomes 90 days  delinquent  or otherwise  demonstrates  other risks of
collectibility.  Interest on loans that are  contractually  90 days or more past
due is reserved through an allowance account.  The allowance is established by a
charge to interest income equal to all interest previously accrued, and interest
is subsequently  recognized only to the extent cash payments are received until,
in management's  judgment,  the borrower's ability to make periodic interest and
principal  payments  is back to normal,  in which case the loan is  returned  to
accrual status.

                                        6

<PAGE>

         The following table sets forth information regarding non-accrual loans,
real estate owned ("REO"),  and loans that are 90 days or more delinquent but on
which the Bank was accruing  interest at the dates  indicated  and  restructured
loans. There are no restructured loans other than those included in the table.

<TABLE>
<CAPTION>
                                                                      At September 30,
                                                   -----------------------------------------------------
                                                     2002        2001        2000       1999      1998
                                                    ------    --------    --------    -------    ------
                                                                   (Dollars in thousands)
<S>                                               <C>       <C>         <C>         <C>        <C>
Loans accounted for on a non-accrual basis:
 Mortgage loans:
   Permanent loans secured by one- to four-family
     residences .................................   $  919    $    294    $    793    $   609    $  640
   All other mortgage loans .....................      216          71          76         --        --
 Consumer .......................................      440         300         144         51        83
                                                    ------    --------    --------    -------    ------
      Total .....................................   $1,575    $    665    $  1,013    $   660    $  723
                                                    ======    ========    ========    =======    ======

Accruing loans which are contractually past
due 90 days or more:
 Mortgage loans:
   Permanent loans secured by one- to
     four-family residences .....................   $   --    $     --    $     --    $    --    $   --
   All other mortgage loans .....................      736          --          --         --        --
 Consumer .......................................       --          --          --         --        --
                                                    ------    --------    --------    -------    ------
      Total .....................................   $  736    $     --    $     --    $    --    $   --
                                                    ======    ========    ========    =======    ======
Total non-performing loans ......................   $2,311    $    665    $  1,013    $   660    $  723
                                                    ======    ========    ========    =======    ======

Real estate owned ...............................   $  580    $    282    $    232    $   178    $  331
                                                    ======    ========    ========    =======    ======
Total non-performing assets .....................   $2,891    $    947    $  1,245    $   838    $1,054
                                                    ======    ========    ========    =======    ======
Total non-performing loans to total loans
  outstanding before allowance ..................      .65%        .18%        .28%       .24%      .21%
                                                    ======    ========    ========    =======    ======
Total non-performing loans to total assets ......      .45%        .14%        .21%       .15%      .18%
                                                    ======    ========    ========    =======    ======
Total non-performing assets to total assets .....      .56%        .21%        .26%       .19%      .26%
                                                    ======    ========    ========    =======    ======
</TABLE>

         Interest income that would have been recorded on loans accounted for on
a non-accrual  basis under the original terms of such loans was not  significant
for the year ended September 30, 2002.

         Real Estate  Owned.  Real estate  acquired by the Bank as the result of
foreclosure or by deed in lieu of foreclosure is classified as real estate owned
until it is sold.  When property is acquired it is recorded at the fair value at
the date of  foreclosure.  At September  30,  2002,  the Bank had REO with a net
balance of $580,000.

         Allowances   for  Loan  Losses  and  Real  Estate   Owned.   Management
periodically estimates the likely level of losses on loans and foreclosed REO to
determine  whether the allowance for loan losses is adequate to absorb losses in
the existing portfolio. Based on these estimates, a provision for loan losses is
charged to operations in order to adjust the allowance to a level  determined to
be adequate to absorb  anticipated  future losses.  These  estimates are made at
least every quarter.

         Management's  judgment as to the level of the allowance for loan losses
involves the  consideration  of the following  factors:  current and anticipated
economic  conditions and their potential effects on borrowers,  an evaluation of
the existing  relationships  among borrowers and loans, the present level of the
allowance,  the Bank's  historical loss  experience,  the historical  charge-off
percentages for state and national savings banks, the results of examinations of
the loan portfolio by regulatory  agencies and  management's  internal review of
the  loan  portfolio.   In  addition,   management  considers  changes  in  loan
concentrations

                                        7
<PAGE>

by type of loan that occurred during the period.  Because certain types of loans
have higher credit risk,  greater  concentrations of such loans may result in an
increase to the allowance.  In determining the  collectibility of certain loans,
the estimated value of any underlying collateral is considered.  Management also
takes into account the total amount of past due loans and within such group, the
amount  that is  thirty,  sixty,  ninety or  one-hundred  twenty  days past due.
Nonperforming loans are evaluated individually,  based primarily on the value of
the underlying  collateral securing the loan. Larger loans, such as multi-family
mortgages and  commercial  loans are also  generally  evaluated  for  impairment
individually.

         In  recent   years,   the  Bank's   charge-offs   have  been  low  and,
consequently,  additions to the  allowance  have been more  reflective  of other
qualitative  factors  such as the types of loans  added  during  the  period and
statistical analysis of state and national charge-off percentages.  There can be
no  assurance  that the  allowance  for losses will be adequate to cover  losses
which may in fact be realized in the future and that  additional  provisions for
losses will not be required.

                                        8
<PAGE>

         Allocation of Allowance for Loan Losses. The following table sets forth
the allocation of the Bank's  allowance for loan losses by loan category and the
percent  of loans  in each  category  to total  loans  receivable  at the  dates
indicated.  The  portion  of the loan  loss  allowance  allocated  to each  loan
category  does not  represent  the total  available  for losses  which may occur
within the loan  category  since the total loan loss  allowance  is a  valuation
reserve  applicable to the entire loan portfolio.  The change in allocation from
September 30, 2001 to September 30, 2002 reflects the relative  balances at year
end of each loan category as well as management's  assessment at year end of the
risk characteristics of each loan category.

<TABLE>
<CAPTION>
                                                                           At September 30,
                               -----------------------------------------------------------------------------------------------------
                                       2002                 2001                  2000            1999                1998
                               ---------------------  ------------------ ------------------- ------------------ --------------------
                                          Percent of          Percent of         Percent of          Percent of          Percent of
                                           Loans to            Loans to           Loans to            Loans to            Loans to
                                  Amount Total Loans  Amount Total Loans Amount Total Loans  Amount Total Loans  Amount Total Loans
                                  ------ -----------  ------ ----------- ------ -----------  ------ -----------  ------ -----------
                                                                         (Dollars in Thousands)
<S>                            <C>        <C>       <C>        <C>     <C>         <C>     <C>        <C>      <C>         <C>
At end of year allocated to:
One- to four-family...........   $1,866     71.60%    $2,595     76.21%  $2,742      79.47%  $2,664     85.43%   $2,600      86.20%
Multi-family and commercial
  real estate.................      350      3.84        114      3.09      121       1.70      121      1.88       246       2.34
Construction..................        5      2.49         15      2.31       16       2.77       15      1.33        24       1.11
Home equity...................      562     11.51        386      9.36      429       8.45      423      5.66       430       5.78
Consumer and other loans......      676     10.56        326      9.03      322       7.61      314      5.70       215       4.57
                                 ------    ------     ------    ------   ------      -----   ------     -----     -----     ------
Total allowance(1)............   $3,459    100.00%    $3,436    100.00%  $3,630     100.00%  $3,537    100.00%   $3,515     100.00%
                                 ======    ======     ======    ======   ======     ======   ======    ======     =====     ======
</TABLE>

------------------------
(1)  Includes specific reserves for assets classified as loss.


                                        9

<PAGE>

         Analysis of the  Allowance for Loan Losses.  The  following  table sets
forth  information  with respect to the Bank's allowance for loan losses for the
periods indicated:

<TABLE>
<CAPTION>
                                                                         At September 30,
                                                -----------------------------------------------------------------
                                                  2002          2001          2000          1999          1998
                                                ---------     ---------     ---------     ---------     ---------
                                                                     (Dollars in Thousands)
<S>                                           <C>           <C>           <C>           <C>           <C>

Total loans outstanding, net ................   $ 350,623     $ 380,830     $ 386,512     $ 342,986     $ 345,172
                                                =========     =========     =========     =========     =========
Average loans outstanding ...................   $ 364,676     $ 389,963     $ 382,173     $ 340,540     $ 349,769
                                                =========     =========     =========     =========     =========

Allowance balances (at beginning of year) ...   $   3,436     $   3,630     $   3,537     $   3,515     $   3,355
                                                ---------     ---------     ---------     ---------     ---------

Provision ...................................         205            80           120           150           180
                                                ---------     ---------     ---------     ---------     ---------
Charge offs:
  Residential real estate mortgage loans:
    One- to four-family units ...............         (99)          (91)          (23)          (60)          (56)
  Construction loans ........................          --            --            --            --            --
  Multi-family and commercial
    real estate loans .......................          (1)          (10)           --            --            --
  Land loans ................................          (1)           --            --            --            --
  Other .....................................        (114)         (185)          (66)         (112)           (8)
                                                ---------     ---------     ---------     ---------     ---------
      Total charge-offs .....................        (215)         (286)          (89)         (172)          (64)
Recoveries
  Residential real estate mortgage loans:
    One- to four-family units ...............           5             1            19            38            18
  Construction loans ........................          --            --            --            --            --
  Multi-family and commercial
     real estate loans ......................          --            --            --            --            22
  Land loans ................................          --            --            --            --            --
  Other .....................................          28            11            43             6             4
                                                ---------     ---------     ---------     ---------     ---------
      Total recoveries ......................          33            12            62            44            44
                                                ---------     ---------     ---------     ---------     ---------
  Net (charge-offs) .........................        (182)         (274)          (27)         (128)          (20)
                                                ---------     ---------     ---------     ---------     ---------
Allowance balance (at end of year) ..........   $   3,459     $   3,436     $   3,630     $   3,537     $   3,515
                                                =========     =========     =========     =========     =========

Allowance for loan losses to total loans
  outstanding before allowance ..............         .98%          .89%          .93%         1.02%         1.01%
Net loans charged off as a percent of average
loans outstanding before allowance ..........         .05%          .07%          .01%          .04%          .01%
</TABLE>


Investment Activities

         General.  To  supplement  lending  activities,  the Company  invests in
residential  mortgage-backed   securities,   including  collateralized  mortgage
obligations  ("CMO's"),  investment  securities and interest-  bearing deposits.
These investments have historically consisted of investment securities issued by
U.S. government agencies and government-sponsored  corporations. Such securities
can serve as collateral for borrowings and,  through  repayments and maturities,
as a source of liquidity.

                                       10

<PAGE>

         The  Company  is  authorized  to invest  in  various  types of  assets,
including U.S. Treasury obligations,  securities of various federal agencies and
government-sponsored  corporations,  including securities issued by FHLMC, FNMA,
and the  Government  National  Mortgage  Association,  securities  of state  and
municipal governments,  deposits at the FHLB of Dallas,  certificates of deposit
of federally  insured  institutions,  certain  bankers'  acceptances and federal
funds.  Subject to various  restrictions,  the Company also has the authority to
invest in commercial  paper,  corporate  debt and/or equity  securities  and ARM
funds, the assets of which conform to the investments  that federally  chartered
savings institutions are otherwise authorized to make directly.

         The  Company's  investments  in  mortgage-backed  securities  and CMO's
includes securities issued by government agencies, private issuers and financial
institutions.  At September 30, 2002, the Company's  investment in CMO's did not
include any residual interest or interest-only or principal-only  securities. As
a matter of policy,  the Company does not invest in residual  interests of CMO's
or interest-only and principal-only securities. The CMO's held by the Company at
September  30,  2002  consisted  of  floating  rate  and  fixed  rate  tranches.
Generally,  private issued CMO's tend to have greater prepayment and credit risk
than those issued by government agencies or  government-sponsored  corporations,
such as the FHLMC, FNMA and GNMA, because they often are secured by jumbo loans.
At September  30, 2002,  the Bank had CMO's with an aggregate  estimated  market
value of $10.7 million, all of which were privately issued. To minimize the risk
of private issued CMO's,  the Bank only purchases  those CMOs rated AA or better
by one of the rating agencies.

         The  following  table sets forth the  carrying  value of the  Company's
investment  portfolio,  short-term  investments  and  FHLB  stock  at the  dates
indicated.


                                                   At September 30,
                                            ------------------------------
                                              2002       2001       2000
                                            --------   --------   --------
                                                    (In Thousands)

Investment securities issued by U.S.
  government agencies and corporations..... $     --   $     --   $  3,385
FHLB Stock ................................    5,211      4,776      5,781
Mortgage-backed securities ................   84,034     21,532     30,949
CMO's .....................................   10,744     19,395     22,181
Municipal obligations .....................       59         70         93
Equity securities .........................      170        233        601
                                            --------   --------   --------
   Total investment and mortgage-backed
      securities ..........................  100,218     46,006     62,990
Interest-bearing deposits .................   24,767     13,777        860
                                            --------   --------   --------
   Total investments ...................... $124,985   $ 59,783   $ 63,850
                                            ========   ========   ========

                                       11

<PAGE>

         Investment Portfolio Maturities. The following table sets forth certain
information regarding the amortized cost, carrying value, market value, weighted
average  yields and  maturities  of the Bank's  investment  and  mortgage-backed
securities portfolio at September 30, 2002.

<TABLE>
<CAPTION>
                                                                  As of September 30, 2002
                        ------------------------------------------------------------------------------------------------------------
                                                                                    More than
                         One Year or Less  One to Five Years Five to Ten Years      Ten Years            Total Investments
                        ------------------ ----------------- ----------------- ----------------- -----------------------------------
                         Amortized Average Amortized Average Amortized Average Amortized Average Amortized Average  Carrying  Market
                           Cost     Yield     Cost    Yield    Cost     Yield     Cost    Yield    Cost     Yield    Value    Value
                          ------   -------   ------  -------  ------   -------   ------  -------  ------   -------  -------   ------
                                                                     (Dollars in Thousands)
<S>                       <C>      <C>      <C>     <C>      <C>      <C>     <C>        <C>     <C>       <C>   <C>      <C>

Mortgage-backed
  securities available
  for sale(1).............  $ 513    7.78%    $ 12    9.00%    $ 56     9.00%   $51,588    5.05%   $52,169   5.08% $ 53,137 $ 53,137
Mortgage-backed
  securities held-to-
  maturity................      -       -        -       -        -        -     30,897    5.45     30,897   5.49    30,897   31,188
CMO's held to
  maturity(1).............      -       -        -       -        -        -     10,630    5.30     10,630   5.30    10,744   10,744
FHLB stock................      -       -        -       -        -        -          -       -      5,211   3.00     5,211    5,211
Municipal obligations(2)..     59    4.37        -       -        -        -          -       -         59   4.37        59       59
Equity securities.........      -       -        -       -        -        -          -       -        151      -       170      170
                            -----             ----             ----             -------            -------         -------- --------
      Total...............  $ 572    7.43%    $ 12    9.00%    $ 56     9.00%   $93,115    5.20%   $99,117   5.09% $100,218 $100,509
                            =====             ====             ====             =======            =======         ======== ========
</TABLE>

------------------------
(1)  Does not assume prepayments.
(2)  Yields on municipal  obligations have not been computed on a tax equivalent
     basis.

                                       12

<PAGE>

Sources of Funds

         General.  Deposits are the major source of the Bank's funds for lending
and  other   investment   purposes.   Teche  Federal  also  derives  funds  from
amortization and prepayment of loans and mortgage- backed securities, maturities
of investment  securities and operations.  Scheduled loan principal and interest
payments are a relatively  stable  source of funds,  while  deposit  inflows and
outflows and loan prepayments are  significantly  influenced by general interest
rates and market conditions.  Teche Federal also utilizes advances from the FHLB
of Dallas.

         Deposits.  Consumer and commercial  deposits are attracted  principally
from  within the Bank's  primary  market area  through  the  offering of a broad
selection  of deposit  instruments  including  regular  savings,  demand and NOW
accounts and  certificates  of deposit.  Deposit account terms vary according to
the minimum balance  required,  the time period the funds must remain on deposit
and the interest rate, among other factors.

         The interest rates paid by the Bank on deposits can be set daily at the
direction of senior management.  Senior management  determines the interest rate
to offer the public on new and maturing accounts.  Senior management obtains the
interest rates being offered by other financial  institutions  within its market
area.  This data along with a report showing the dollar value of certificates of
deposit maturing is reviewed and interest rates are determined.

         Non-interest bearing demand accounts constituted $25.2 million, or 7.2%
of the Bank's deposit portfolio at September 30, 2002. Money market accounts and
NOW  accounts  constituted  $101.8  million,  or  29.2%  of the  Bank's  deposit
portfolio at September 30, 2002.  Regular  savings  accounts  constituted  $26.2
million,  or 7.5%  of the  Bank's  deposit  portfolio  at  September  30,  2002.
Certificates  of deposit  constituted  $195.9  million  or 56.1% of the  deposit
portfolio,  including  $57.7 million of which had balances of $100,000 and over.
As of September 30, 2002, the Bank had no brokered deposits.

         Certificate  Accounts of $100,000 or More.  Teche  Federal  maintains a
policy of offering higher interest rates on certificates  with larger  balances.
As a  result,  to some  extent,  Teche  Federal  customers  tend to  consolidate
accounts  to earn  the  highest  possible  interest.  This  enables  the Bank to
effectively  compete  in the  marketplace,  reduce the  number of  accounts  and
associated  costs,  and  increase,  to some extent the number of  accounts  with
balances of $100,000 or more.  The following  table  indicates the amount of the
Bank's  certificates  of deposit of  $100,000  or more by time  remaining  until
maturity as of September 30, 2002.


                                            Certificates     Weighted
                                             of Deposit    Interest Rate
                                             ----------    -------------
                                           (In Thousands)
Maturity Period:
---------------
3 months or less.......................       $ 7,737            3.39%
Over 3 through 6 months................         7,610            3.31
Over 6 through 12 months...............        12,985            3.20
Over 12 months.........................        29,336            4.72
                                              -------            ----
Totals.................................       $57,668            4.01%
                                              =======            ====


                                       13

<PAGE>

Borrowings

         Deposits  are the  primary  source of funds of the Bank's  lending  and
investment activities and for its general business purposes. The Bank may obtain
advances  from the FHLB of Dallas to  supplement  its supply of lendable  funds.
Advances from the FHLB of Dallas are typically secured by a pledge of the Bank's
stock in the FHLB of Dallas and a portion of the Bank's first mortgage loans and
certain other assets.  The Bank, if the need arises, may also access the Federal
Reserve Bank discount  window to supplement  its supply of lendable funds and to
meet deposit withdrawal  requirements.  At September 30, 2002, Teche Federal had
$103.5 million in advances outstanding from the FHLB of Dallas.

         The following table sets forth certain information regarding the Bank's
short term advances at or for the years ended on the dates indicated:

<TABLE>
<CAPTION>
                                               At or For the Year Ended September 30,
                                               --------------------------------------
                                                     2002       2001      2000
                                                   -------    -------   -------
                                                       (Dollars in Thousands)
<S>                                              <C>        <C>       <C>
FHLB advances:
  Average balance outstanding ..................   $   167    $25,946   $52,500
  Maximum amount outstanding at any
     month-end during the year .................     8,000     60,700    60,700
  Balance outstanding at end of year ...........         -          -    57,500
  Weighted average interest rate during the year      2.68%      6.26%     6.00%
  Weighted average interest rate at end of year          -%         -%     6.60%
</TABLE>


Subsidiary Activity

         The only subsidiary of the Company is Teche Federal Savings Bank.

         As  of  September  30,  2002,  the  Bank  had  one  subsidiary:  Family
Investment  Services,  Inc.  ("FISI")  and  the net  book  value  of the  Bank's
investment  in  stock,  unsecured  loans  and  conforming  loans in its  service
corporation was $104,473. FISI was inactive at September 30, 2002.

Personnel

         As of September  30, 2002,  the Bank had 205 full-time and 50 part-time
employees.  None  of  the  Bank's  employees  is  represented  by  a  collective
bargaining  group. The Bank believes that its relationship with its employees is
good.

Regulation

         Set  forth  below  is a brief  description  of all  material  laws  and
regulations  which relate to the  regulation  of the Bank and the  Company.  The
description  does not purport to be complete and is qualified in its entirety by
reference to applicable laws and regulations.

                                       14
<PAGE>

Recent Legislation to Curtail Corporate Accounting Irregularities.

         On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act
of 2002  (the  "Act").  The  Securities  and  Exchange  Commission  (the  "SEC")
promulgated certain regulations  pursuant to the Act which were effective August
29, 2002,  and will continue to propose  additional  implementing  or clarifying
regulations as necessary in furtherance of the Act.

         The  passage  of the  Act and the  regulations  implemented  by the SEC
subject  publicly-traded  companies to additional and more cumbersome  reporting
regulations and disclosure. These new regulations, which are intended to curtail
corporate fraud, require the chief executive officer and chief financial officer
of  the  Company  to  personally  certify  certain  SEC  filings  and  financial
statements  and to  certify  as to the  existence  of  disclosure  controls  and
procedures  within the Company are designed to ensure that information  required
to be disclosed by the Company in its SEC filings is processed,  summarized  and
reported accurately.

         The Act and regulations  promulgated  thereunder by the SEC also impose
additional measures to be taken by the Company's officers, directors and outside
auditors and impose accelerated reporting requirements by officers and directors
of the Company in connection  with certain  changes in their equity  holdings of
the Company.  Implementation  of and compliance  with the Act and  corresponding
regulations will likely increase the Company's expenses.

Holding Company Regulation

         General.  The  Company is a unitary  savings and loan  holding  company
subject to regulatory  oversight by the OTS. As such, the Company is required to
register  and  file  reports  with  the OTS and is  subject  to  regulation  and
examination by the OTS. In addition,  the OTS has enforcement authority over the
Company and its non-savings association  subsidiaries,  should such subsidiaries
be formed,  which also permits the OTS to restrict or prohibit  activities  that
are determined to be a serious risk to the subsidiary savings association.  This
regulation  and  oversight  is  intended  primarily  for the  protection  of the
depositors of the Bank and not for the benefit of  stockholders  of the Company.
The Company is also required to file certain reports with, and otherwise  comply
with, the rules and regulations of the OTS and the SEC.

                  Financial Modernization. The Gramm-Leach-Bliley Act, (the "GLB
Act"), which became effective in March 2000,  permits greater  affiliation among
banks,  securities firms,  insurance companies,  and other companies under a new
type of financial  services  company known as a "financial  holding  company." A
financial   holding   company   essentially  is  a  bank  holding  company  with
significantly  expanded powers.  Financial  holding  companies are authorized by
statute to engage in a number of financial activities  previously  impermissible
for bank  holding  companies,  including  securities  underwriting,  dealing and
market  making;  sponsoring  mutual funds and  investment  companies;  insurance
underwriting  and agency;  and  merchant  banking  activities.  The GLB Act also
permits the Federal Reserve and the Treasury Department to authorize  additional
activities for financial  holding companies if they are "financial in nature" or
"incidental"  to  financial  activities.  A bank  holding  company  may become a
financial  holding company if each of its subsidiary banks is well  capitalized,
well managed,  and has at least a "satisfactory" CRA rating. A financial holding
company  must  provide  notice  to the  Federal  Reserve  within  30 days  after
commencing activities previously determined by statute or by the Federal Reserve
and Department of the Treasury to be permissible.  The Company has not submitted
notice to the Federal Reserve to be deemed a financial holding company.

                                       15
<PAGE>

         The GLB Act  repeals the  "unitary  savings  and loan  holding  company
exemption"  from the  restrictions  imposed by the Home  Owners' Loan Act on the
business activities of savings and loan holding companies.  However, the GLB Act
grandfathers from this provision companies that were already unitary savings and
loan  holding  companies  before  May 4, 1999 or that  result  from an  internal
reorganization of such preexisting unitary holding companies.  Since the Company
was a unitary  savings and loan holding company before May 4, 1999, it qualifies
as a  grandfathered  unitary  savings and loan  holding  company.  Grandfathered
unitary  savings  and  loan  holding  companies  have no  restrictions  on their
activities at the holding  company  level.  However,  non-grandfathered  unitary
savings and loan holding companies may engage only in activities  authorized for
savings  and loan  holding  companies  under  the Home  Owners'  Loan Act and in
banking,  securities,  insurance and merchant banking  activities  permitted for
financial holding companies under the GLB Act.

         The GLB Act imposes  significant new financial privacy  obligations and
reporting requirements on all financial institutions,  including federal savings
associations.  Specifically,  the  statute,  among other  things,  will  require
financial  institutions  (a) to establish  privacy policies and disclose them to
customers both at the  commencement of a customer  relationship and on an annual
basis  and  (b) to  permit  customers  to opt out of a  financial  institution's
disclosure of financial  information to nonaffiliated third parties. The federal
financial  regulators have  promulgated  final  regulations  implementing  these
provisions, which became effective July 1, 2001.

         The GLB Act also enacts  significant  changes to the Federal  Home Loan
Bank System.  The GLB Act expands the permissible uses of Federal Home Loan Bank
advances by community  financial  institutions (under $500 million in assets) to
include  funding  loans  to  small  businesses,  small  farms  and  small  agri-
businesses. In addition, the GLB Act makes membership in a regional Federal Home
Loan Bank voluntary for federal savings associations.

         Activities  Restrictions.  As a grandfathered  unitary savings and loan
holding  company  under the GLB Act, the Company is generally not subject to any
restrictions on its business activities or those of its non-savings  institution
subsidiaries.  However, if the Company were to fail to meet the Qualified Thrift
Lender Test, then it would become subject to the activities  restrictions of the
Home Owners' Loan Act applicable to multiple holding companies.  See "Regulation
of the Bank -- Qualified Thrift Lender Test."

         If the Company were to acquire control of another savings  association,
it would  lose  its  grandfathered  status  under  the GLB Act and its  business
activities  would  be  restricted  to  certain   activities   specified  by  OTS
regulation,  which include performing  services and holding properties used by a
savings institution  subsidiary,  certain activities  authorized for savings and
loan  holding  companies  as  of  March  5,  1987,  and  nonbanking   activities
permissible for bank holding companies  pursuant to the Bank Holding Company Act
of 1956 (the "BHC Act") or authorized for financial holding  companies  pursuant
to the GLB Act.  Furthermore,  no company  may  acquire  control of the  Company
unless the acquiring  company was a unitary  savings and loan holding company on
May 4, 1999 (or became a unitary savings and loan holding company pursuant to an
application pending as of that date) or the acquiring company is only engaged in
activities that are permitted for multiple savings and loan holding companies or
for financial holding companies under the BHC Act as amended by the GLB Act.

Regulation of the Bank

         General. As a federally  chartered,  FDIC-insured  savings association,
the Bank is subject to  extensive  regulation  by the OTS and the FDIC.  Lending
activities and other investments must comply with

                                       16

<PAGE>

various federal statutory and regulatory requirements.  The Bank is also subject
to certain reserve requirements promulgated by the Federal Reserve Board.

         The OTS, in conjunction with the FDIC,  regularly examines the Bank and
prepares  reports for the  consideration of the Bank's Board of Directors on any
deficiencies that they find in the Bank's  operations.  The Bank's  relationship
with its depositors and borrowers is also regulated to a great extent by federal
law,  especially  in such matters as the  ownership of savings  accounts and the
form and content of the Bank's mortgage documents.

         The Bank must file  reports  with the OTS and the FDIC  concerning  its
activities  and  financial  condition,   in  addition  to  obtaining  regulatory
approvals  prior to entering into certain  transactions  such as mergers with or
acquisitions  of other savings  institutions.  This  regulation and  supervision
establishes a comprehensive  framework of activities in which an institution can
engage and is intended  primarily for the protection of the FDIC and depositors.
The  regulatory  structure  also  gives  the  regulatory  authorities  extensive
discretion in connection with their  supervisory and enforcement  activities and
examination  policies,  including policies with respect to the classification of
assets and the  establishment  of adequate  loan loss  reserves  for  regulatory
purposes.  Any change in such  regulations,  whether by the OTS, the FDIC or the
Congress could have a material adverse impact on the Company, the Bank and their
operations.

         Insurance  of  Deposit  Accounts.  The FDIC  administers  two  separate
deposit insurance funds. Generally,  the Bank Insurance Fund (the "BIF") insures
the deposits of commercial banks and the Savings Association Insurance Fund (the
"SAIF") insures the deposits of savings institutions.  The FDIC is authorized to
increase  deposit  insurance  premiums  if  it  determines  such  increases  are
appropriate  to maintain  the  reserves of either the SAIF or BIF or to fund the
administration  of the  FDIC.  In  addition,  the  FDIC  is  authorized  to levy
emergency special assessments on BIF and SAIF members.

         Regulatory  Capital  Requirements.   OTS  capital  regulations  require
savings institutions to meet three capital standards: (1) tangible capital equal
to 1.5% of total adjusted  assets,  (2) a leverage ratio (core capital) equal to
at least 3% of total adjusted assets for savings  associations  that receive the
highest  supervision  rating for safety and soundness  and 4% of total  adjusted
assets for all other  associations,  and (3) a  risk-based  capital  requirement
equal to 8.0% of total  risk-weighted  assets.  The Bank's capital levels can be
found at Note 17 to the Consolidated  Financial  Statements  included as part of
Exhibit 13 to this report.

         Savings  associations  with a greater than  "normal"  level of interest
rate  exposure  will,  in the future,  be subject to a deduction for an interest
rate risk ("IRR")  component  may be from  capital for  purposes of  calculating
their risk-based capital requirement. See "-- Net Portfolio Value Analysis."

         The Bank is not under any agreement with regulatory  authorities nor is
it aware of any current  recommendations by the regulatory authorities which, if
they were to be implemented,  would have a material effect on liquidity, capital
resources or operations of the Bank or the Company.

         Net Portfolio  Value Analysis - Interest Rate Risk. The Bank is subject
to  interest  rate risk to the  degree  that its  interest-bearing  liabilities,
primarily deposits with short- and medium-term maturities,  mature or reprice at
different rates than our  interest-earning  assets.  Although having liabilities
that mature or reprice less frequently on average than assets will be beneficial
in times of rising interest rates, such an asset/liability structure will result
in lower net income during periods of declining interest rates, unless offset by
other factors.

                                       17

<PAGE>

         The Bank  believes it is critical  to manage the  relationship  between
interest rates and the effect on its net portfolio value ("NPV").  This approach
calculates the difference  between the present value of expected cash flows from
assets and the present value of expected cash flows from liabilities, as well as
cash  flows  from  off-balance  sheet  contracts.  The Bank  manages  assets and
liabilities  within the context of the marketplace,  regulatory  limitations and
within  its  limits on the  amount of  change in NPV which is  acceptable  given
certain interest rate changes.

         The OTS requires all  regulated  thrift  institutions  to calculate the
estimated change in the institution's NPV assuming instantaneous parallel shifts
in the Treasury  yield curve of 100 to 300 basis points either up or down in 100
basis point increments. The NPV is defined as the present value of expected cash
flows from  existing  assets less the present  value of expected cash flows from
existing  liabilities  plus the present  value of net expected cash inflows from
existing off-balance sheet contracts.

         The OTS  provides an  interest  rate  sensitivity  report of NPV to all
institutions  that file with the OTS a  Consolidated  Maturity  & Rate  Schedule
("CMR") as a part of the institution's  quarterly Thrift Financial  Report.  The
OTS simulation  model uses a discounted  cash flow analysis and an  option-based
pricing  approach to measuring  the interest  rate  sensitivity  of NPV. The OTS
model  estimates  the  economic  value of each  type of  asset,  liability,  and
off-balance  sheet contract  under the assumption  that the Treasury yield curve
shifts  instantaneous  and  parallel up and down 100 to 300 basis  points in 100
basis points  increments.  The OTS allows thrifts with under $1 billion in total
assets to use the results of their  interest rate  sensitivity  model,  which is
based on information provided by the institution, to estimate the sensitivity of
NPV.

         The OTS model utilizes an option-based pricing approach to estimate the
sensitivity of mortgage  loans.  The most  significant  embedded option in these
types of assets is the prepayment  option of the  borrowers.  The OTS model uses
various price indications and prepayment  assumptions to estimate sensitivity of
mortgage loans.

         In the OTS model,  the value of deposit  accounts  appears on the asset
and liability side of the NPV analysis.  In estimating the value of certificates
of deposit  accounts ("CD"),  the liability  portion of the CD is represented by
the implied  value when  comparing the  difference  between the CD face rate and
available  wholesale  CD rates.  On the asset side of the NPV  calculation,  the
value of the "customer  relationship"  due to the rollover of retail CD deposits
represents an intangible asset in the NPV calculation.

         Other  deposit  accounts  such as NOW  accounts,  money  market  demand
accounts, passbook accounts, and non-interest-bearing accounts also are included
on the asset and liability side of the NPV  calculation in the OTS model.  These
accounts are valued at 100% of the respective  account balances on the liability
side.  On  the  asset  side  of  the  analysis,   the  value  of  the  "customer
relationship" of the various types of deposit accounts is reflected as a deposit
intangible.

         The NPV  sensitivity  of borrowed  funds is  estimated by the OTS model
based on a discounted cash flow approach.

         The OTS uses, as a critical  point, a change of plus or minus 200 basis
points in order to set its "normal"  institutional results and peer comparisons.
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 greater the change, positive or negative, in
NPV, the more interest rate risk is assumed to exist with the  institution.  The
following table lists the Bank's latest percentage change in NPV assuming an

                                       18

<PAGE>

immediate  change of plus or minus 100, 200, and 300 basis points from the level
of interest rates at September 30, 2002.


                                                          NPV as % of PV
                            Net Portfolio Value             of Assets
                            -------------------        --------------------
     Change                                              NPV
   in Rates(1)   $ Amount  $Change(2)   %Change(3)     Ratio(4)    Change(5)
   -----------   --------  ----------   ----------     --------    ---------
                           (Dollars in Thousands)
     +300 bp       60,626    5,616         +10%          11.77%       +156 bp
     +200 bp       61,247    6,237          +11          11.68        +146
     +100 bp       59,837    4,827          + 9          11.23        +102
        0 bp       55,010        -                       10.21
     -100 bp       47,740   -7,270          -13           8.79        -142


-------------------
(1)  The -200bp  and -300bp  scenarios  are not shown due to low  interest  rate
     environment.
(2)  Represents  the excess  (deficiency)  of the  estimated  NPV  assuming  the
     indicated  change in interest  rates minus the  estimated  NPV  assuming no
     change in interest rates.
(3)  Calculated  as the  amount of change in the  estimated  NPV  divided by the
     estimated NPV assuming no change in interest rates.
(4)  Calculated as the estimated NPV divided by average total assets.
(5)  Calculated  as the  excess  (deficiency)  of the  NPV  ratio  assuming  the
     indicated change in interest rates over the estimated NPV ratio assuming no
     change in interest rates.


                                                  September 30,    September 30,
                                                      2002             2001
                                                  -------------    -------------
*** RISK MEASURES: -100 BP RATE SHOCK ***
Pre-Shock NPV Ratio: NPV as % of PV of Assets...     10.21%           12.44%
Exposure Measure: Post-Shock NPV Ratio .........      8.79%           11.36%
Sensitivity Measure: Change in NPV Ratio .......       142 bp           108bp
*** CALCULATION OF CAPITAL COMPONENT ***
Change in NPV as % of PV of Assets .............      1.16%            1.61%


         As the table  shows,  increases  in interest  rates would result in net
increases in the Bank's NPV, while  decreases in interest rates will result in a
net decrease in the Bank's NPV.  (The Bank's NPV  decreases by 13.9% if interest
rates decrease by 100 basis points.)  Certain  shortcomings  are inherent in the
methodology used in the above table. Modeling changes in NPV requires the making
of certain  assumptions that may tend to oversimplify the manner in which actual
yields and costs respond to changes in market interest rates.  First, the models
assume  that  the  composition  of the  Bank's  interest  sensitive  assets  and
liabilities  existing at the  beginning of a period  remains  constant  over the
period being  measured.  Second,  the models assume that a particular  change in
interest rates is reflected  uniformly  across the yield curve regardless of the
duration  to  maturity  or  repricing  of  specific   assets  and   liabilities.
Accordingly,  although  the NPV  measurements  do provide an  indication  of the
Bank's interest rate risk exposure at a

                                       19

<PAGE>

particular  point in time,  such  measurements  are not  intended  to  provide a
precise forecast of the effect of changes in market interest rates on the Bank's
net interest income.

         In times of decreasing  interest rates, the value of fixed-rate  assets
could  increase in value and the lag in  repricing  of interest  rate  sensitive
assets could be expected to have a positive effect on the Bank.

         Dividend and Other Capital  Distribution  Limitations.  The OTS imposes
various  restrictions or requirements on the ability of savings  institutions to
make capital distributions including cash dividends.

         A  savings  association  that is a  subsidiary  of a  savings  and loan
holding company, such as the Bank, must file an application or a notice with the
OTS at least 30 days before making a capital distribution.  Savings associations
are not  required  to file  an  application  for  permission  to make a  capital
distribution  and need only file a notice if the following  conditions  are met:
(1) they are eligible for expedited  treatment under OTS  regulations,  (2) they
would  remain  adequately  capitalized  after the  distribution,  (3) the annual
amount of capital  distribution does not exceed net income for that year to date
added to retained net income for the two  preceding  years,  and (4) the capital
distribution  would not violate any  agreements  between the OTS and the savings
association  or any OTS  regulations.  Any  other  situation  would  require  an
application to the OTS.

         In addition, the OTS could prohibit a proposed capital distribution if,
after making the  distribution,  by any  institution,  which would  otherwise be
permitted by the regulation,  if the OTS determines that the distribution  would
constitute an unsafe or unsound practice.

         A federal  savings  institutions  is  prohibited  from making a capital
distribution if, after making the distribution the savings  institution would be
unable to meet any one of its minimum regulatory capital requirements.  Further,
a federal  savings  institution  cannot  distribute  regulatory  capital that is
needed for its liquidation account.

         Qualified  Thrift Lender Test.  The Home Owners' Loan Act ("HOLA"),  as
amended, requires savings institutions to meet a Qualified Thrift Lender ("QTL")
test. If the Bank maintains an appropriate level of Qualified Thrift Investments
(primarily  residential  mortgages and related  investments,  including  certain
mortgage-backed  securities)  ("QTIs") and otherwise qualifies as a QTL, it will
continue  to enjoy  full  borrowing  privileges  from the  FHLB of  Dallas.  The
required  percentage of QTIs is 65% of portfolio  assets  (defined as all assets
minus  intangible  assets,  property used by the  institution  in conducting its
business and liquid  assets equal to 10% of total  assets).  Certain  assets are
subject to a  percentage  limitation  of 20% of portfolio  assets.  In addition,
savings associations may include shares of stock of the FHLBs, FNMA and FHLMC as
qualifying  QTIs.  The FDICIA also amended the method for  measuring  compliance
with the QTL test to be on a monthly  basis in nine out of every 12  months,  as
opposed to on a daily or weekly  average of QTIs. As of September 30, 2002,  the
Bank  was in  compliance  with its QTL  requirement  with  93.8%  of its  assets
invested in QTIs.

         A savings association that does not meet a QTL test must either convert
to a bank charter or comply with the following  restrictions  on its operations:
(i) the savings  association  may not engage in any new activity or make any new
investment,  directly or  indirectly,  unless such  activity  or  investment  is
permissible  for a  national  bank;  (ii) the  branching  powers of the  savings
association  shall be restricted to those of a national bank;  (iii) the savings
association shall not be eligible to obtain any advances from its FHLB; and (iv)
payment of  dividends by the savings  association  shall be subject to the rules
regarding  payment of dividends by a national bank. Upon the expiration of three
years from the date the  savings  association  ceases to be a QTL, it must cease
any activity and not retain any investment not permissible

                                       20

<PAGE>

for a national bank and immediately repay any outstanding FHLB advances (subject
to safety and soundness considerations).

Item 2.  Description of Properties
-------  -------------------------

Properties

         The Bank  operates  from  its main  office  located  at 1120  Jefferson
Terrace, New Iberia, Louisiana and fourteen offices. The Bank's total investment
in office  property  and  equipment  was $22.2  million with a net book value of
$15.2  million at September  30, 2002.  The Bank  currently  operates  automated
teller machines at most of its branch offices.

Item 3.  Legal Proceedings
-------  ----------------

         Neither the Company nor its  subsidiaries  are  involved in any pending
legal  proceedings,  other than routine legal matters  occurring in the ordinary
course of business, which in the aggregate involve amounts which are believed by
management to be immaterial to the consolidated  financial  condition or results
of operations of the Company.

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

         None.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters
-------  --------------------------------------------------------

         Information  relating to the market for Registrant's  common equity and
related  stockholder  matters  appears  under the heading  "Market and  Dividend
Information" in the  Registrant's  Annual Report to Stockholders  for the fiscal
year ended September 30, 2002 ("Annual  Report") and is  incorporated  herein by
reference.

Item 6.  Selected Financial Data
-------  -----------------------

         The  above-captioned  information  appears under the heading  "Selected
Financial  Information"  in the  Annual  Report  and is  incorporated  herein by
reference.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
        of Operations
        -------------

         The above-captioned information appears under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Annual Report and is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
-------- ----------------------------------------------------------

         See the information that appears under the heading "Net Portfolio Value
Analysis - Interest Rate Risk" in this Annual Report on Form 10-K.

                                       21

<PAGE>

Item 8.  Financial Statements and Supplementary Data
-------  -------------------------------------------

         The  Consolidated   Financial  Statements  of  Teche  Holding  and  its
subsidiaries,  together with the report thereon by Deloitte & Touche LLP, appear
in the Annual Report and are incorporated herein by reference.

Item 9.  Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
--------------------------------------------------------------------------------
         Financial Disclosure
         --------------------

         None.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant
--------  --------------------------------------------------

         The  information  that  appears  under  the  headings   "Section  16(a)
Beneficial  Ownership  Reporting  Compliance"  and  "Proposal  I -  Election  of
Directors" in the  Registrant's  definitive proxy statement for the Registrant's
Annual  Meeting of  Stockholders  to be held on  January  22,  2003 (the  "Proxy
Statement"),  which was filed with the  Commission  on  December  16,  2002,  is
incorporated  herein by  reference.  See also "Item 1.  Business  of the Bank --
Personnel" included herein.

Item 11.  Executive Compensation
--------  ----------------------

         The above-captioned information appears under the heading "Director and
Executive  Officer  Compensation"  in the Proxy  Statement  and is  incorporated
herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
--------  --------------------------------------------------------------

         (a)      Security Ownership of Certain Beneficial Owners

                  Information  required by this item is  incorporated  herein by
                  reference  to the Section  captioned  "Voting  Securities  and
                  Principal Holders Thereof" of the Proxy Statement.

         (b)      Security Ownership of Management

                  Information  required by this item is  incorporated  herein by
                  reference to the section captioned  "Proposal I -- Election of
                  Directors" of the Proxy Statement.

         (c)      Management of the Company knows of no arrangements,  including
                  any pledge by any person of  securities  of the  Company,  the
                  operation of which may at a subsequent date result in a change
                  in control of the registrant.

         (d)      Securities Authorized for Issuance Under  Equity  Compensation
                  Plans

                                       22

<PAGE>

         Set forth below is information as of September 30, 2002 with respect to
compensation   plans  under  which  equity  securities  of  the  Registrant  are
authorized for issuance.

<TABLE>
<CAPTION>
                                           EQUITY COMPENSATION PLAN INFORMATION
                                                      (a)                     (b)                         (c)
                                                                                                  Number of securities
                                             Number of securities       Weighted-average        remaining available for
                                               to be issued upon       exercise price of         future issuance under
                                                  exercise of             outstanding             equity compensation
                                             outstanding options,      options, warrants      plans (excluding securities
                                             warrants and rights          and rights            reflected in column (a))
                                             --------------------         -----------           ------------------------
<S>                                             <C>                     <C>                         <C>
Equity compensation plans
  approved by shareholders(1)............          280,261                 $14.47                      210,402 (3)
Equity compensation plans
  not approved by shareholders(2)........           65,778                  19.52                        5,944
                                                   -------                  -----                      -------
     TOTAL..............................           346,039                 $15.43                      216,346
                                                   =======                  =====                      =======
</TABLE>

--------------------
(1)  Plans approved by stockholders include the Teche Holding Company 1995 Stock
     Option Plan and the Teche Holding Company 2001 Stock-Based Incentive Plan.
(2)  Plans not approved by  stockholders  include the Teche Holding Company 1997
     Stock Option Plan,  the Teche Holding  Company 1998 Stock Option Plan,  the
     Teche  Holding  Company  Stock Option  Agreement  with Scott Sutton and the
     Teche Federal  Savings Bank  Restricted  Stock Agreement with Scott Sutton.
     For information regarding the material features of these plans, see Note 14
     to the Consolidated  Financial Statements included as part of Exhibit 13 to
     this report.
(3)  Includes  32,813  shares  remaining  available  for  grant  under the Teche
     Holding Company 2001 Stock-Based Incentive Plan, which permits up to 15% of
     the 250,000  shares  reserved for issuance  under the plan to be awarded as
     restricted  stock instead of options.  During the year ended  September 30,
     2002, awards of 4,687 shares were made under this plan.

Item 13.  Certain Relationships and Related Transactions
--------  ----------------------------------------------

         The  above-captioned  information  appears  under the heading  "Certain
Relationships   and  Related   Transactions"  in  the  Proxy  Statement  and  is
incorporated herein by reference.

Item 14.  Controls and Procedures
--------  -----------------------

         (a) Evaluation of disclosure  controls and  procedures.  Based on their
evaluation  as of a date within 90 days of the filing date of this Annual Report
on Form  10-K,  the  Registrant's  principal  executive  officer  and  principal
financial officer have concluded that the Registrant's  disclosure  controls and
procedures  (as defined in Rules  13a-14(c) and 15d-14(c)  under the  Securities
Exchange  Act of 1934  (the  "Exchange  Act"))  are  effective  to  ensure  that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms.

         (b) Changes in internal controls.  There were no significant changes in
the Registrant's  internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.

                                       23

<PAGE>

                                     PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
--------  ---------------------------------------------------------------

(a)      The following documents are filed as a part of this report:

         (1) The following  financial  statements and the independent  auditors'
report included in the Annual Report are incorporated herein by reference.


            Independent Auditors' Report
            Consolidated Balance Sheets as of September 30, 2002 and 2001
            Consolidated Statements of Income For the Years Ended
                September 30, 2002, 2001 and 2000
            Consolidated Statements of Stockholders' Equity
                for the Years Ended September 30, 2002, 2001 and 2000
            Consolidated Statements of Cash Flows for the Years Ended
                September 30, 2002, 2001 and 2000
            Notes to Consolidated Financial Statements

         The remaining  information appearing in the Annual Report is not deemed
to be filed as part of this report, except as expressly provided herein.

         (2)  All  schedules  are  omitted  because  they  are not  required  or
applicable,  or the required information is shown in the consolidated  financial
statements or the notes thereto.

         (3)      Exhibits

                  (a)  The following exhibits are filed as part of this report.

               3.1  Articles of Incorporation of Teche Holding Company*
               3.2  Bylaws of Teche Holding Company*
               4.0  Stock Certificate of Teche Holding Company*
               10.1 Teche Federal Savings Bank Management Stock Plan**
               10.2 Teche Holding Company 1995 Stock Option Plan**
               10.3 Teche Holding Company 1997 Stock Option Plan***
               10.4 Teche Holding Company 1998 Stock Option Plan***
               10.5 Teche  Holding  Company  Stock Option  Agreement  with Scott
                    Sutton****
               10.6 Teche Federal Savings Bank  Restricted  Stock Agreement with
                    Scott Sutton****
               10.7 Teche Holding Company 2001 Stock-Based Incentive Plan*****
               11.0 Statement regarding computation of earnings per share
                    (see Note 13 to the Consolidated Financial Statements in the
                    Annual Report)
               13.0 Annual  Report to  Stockholders  for the  fiscal  year ended
                    September 30, 2002
               21.0 Subsidiary  of  the  Registrant
                    (see  "Item  1  Business - Subsidiary Activity" herein)
               23.0 Independent Auditors' Consent
               99.0 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                       24

<PAGE>

-----------------
*    Incorporated  herein by reference to the identically  numbered  exhibits to
     the  Registrant's  Registration  Statement  on Form  S-1,  filed  with  the
     Commission on December 16, 1994, Registration No. 333-87486.
**   Incorporated  herein  by  reference  to  Exhibits  10.1  and  10.2  to  the
     Registrant's Form 10-K for the fiscal year ended September 30, 1995.
***  Incorporated   herein  by   reference  to  Exhibits  4.1  and  4.2  to  the
     Registrant's  Registration Statement on Form S-8, filed with the Commission
     on June 3, 1998, Registration No. 333-55913.
**** Incorporated   herein  by   reference  to  Exhibits  4.1  and  4.2  to  the
     Registrant's  Registration Statement on Form S-8, filed with the Commission
     on January 28, 2000, Registration No. 333-95583.
*****Incorporated  herein  by  reference  to  Exhibit  4.1 to  the  Registrant's
     Registration  Statement on Form S-8,  filed with the  Commission  on May 1,
     2002, Registration No. 333-87354.


       (b)  Reports on Form 8-K.

               No   reports on Form 8-K were filed during the fourth  quarter of
               the 2002 fiscal year.



                                       25

<PAGE>

                                   SIGNATURES

            Pursuant  to  the  requirements  of  Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934,  the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                        TECHE HOLDING COMPANY

Dated:  December 30, 2002               By:  /s/Patrick O. Little
                                             -----------------------------------
                                              Patrick O. Little
                                              President, Chief Executive Officer
                                                 and Chairman of the Board
                                              (Duly Authorized Representative)

         Pursuant to the  requirement  of the  Securities  Exchange Act of 1934,
this  Report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on December 30, 2002.

<TABLE>
<CAPTION>
<S>                                           <C>

By:      /s/Patrick O. Little                    By:      /s/J. L. Chauvin
         -----------------------------------              -----------------------------
         Patrick O. Little                                J. L. Chauvin
         President, Chief Executive Officer               Vice President and Treasurer
           and Chairman of the Board                      (Principal Financial Officer)
         (Principal Executive Officer)


By:      /s/Robert Earl Mouton                   By:      /s/Donelson T. Caffery, Jr.
         -----------------------------------              -----------------------------
         Robert Earl Mouton                               Donelson T. Caffery, Jr.
         Director                                         Director


By:      /s/Mary Coon Biggs                      By:      /s/Christian L. Olivier
         -----------------------------------              -----------------------------
         Mary Coon Biggs                                  Christian L. Olivier
         Director                                         Director



By:      /s/ W. Ross Little, Jr.                 By:      /s/Henry L. Friedman
         -----------------------------------              -----------------------------
         W. Ross Little, Jr.                              Henry L. Friedman
         Director and Secretary                           Director



By:      /s/ Thomas F. Kramer MD                 By:      /s/Robert Judice, Jr.
         -----------------------------------              -----------------------------
         Thomas F. Kramer, M.D.                           Robert Judice, Jr.
         Director                                         Director

</TABLE>

<PAGE>

                            SECTION 302 CERTIFICATION

     I, Patrick O. Little, President and Chief Executive Officer, certify that:

1.   I have reviewed this annual report on Form 10-K of Teche Holding Company;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     (c)  presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.


Date: December 30, 2002                  /s/Patrick O. Little
                                         ---------------------------------------
                                         Patrick O. Little
                                         President and Chief Executive Officer

<PAGE>

                            SECTION 302 CERTIFICATION

     I, J.L. Chauvin, Vice President and Treasurer, certify that:

1.   I have reviewed this annual report on Form 10-K of Teche Holding Company;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     (c)  presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.


Date:  December 30, 2002                  /s/J.L. Chauvin
                                          --------------------------------------
                                          J.L. Chauvin
                                          Vice President and Treasurer