UNITED STATES
                       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, 2005

                                     - 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                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

1120 Jefferson Terrace, New Iberia, Louisiana                      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 if the  registrant  is a  well-known  seasoned
issuer, as defined in Rule 405 of the Securities Act.   YES     NO  X
                                                            ---    ---

         Indicate  by  check  mark if the  registrant  is not  required  to file
reports pursuant to Section 13 or Section 15(d) of the Act.   YES     NO  X
                                                                  ---    ---

         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]

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Exchange Act Rule 12b-2). YES      NO  X
                                             ---     ---

         Indicate by check mark whether the  registrant  is a shell  company (as
defined by Rule 12b-2 of the Exchange Act). YES      NO  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 March 31, 2005, was $59.7 million.

         As of December  13, 2005 there were  issued and  outstanding  2,284,003
shares of the Registrant's Common Stock.

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

1.       Portions of the Annual Report to Stockholders for the Fiscal Year Ended
         September 30, 2005. (Parts I, II and IV)
2.       Portions  of the  Proxy  Statement  for  the  2006  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 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, upper Lafourche, East Baton Rouge and
St. Landry  Parishes,  Louisiana (the "primary  market area").  At September 30,
2005,  Teche  Federal  conducted  its  business  from its office in New  Iberia,
Louisiana, and eighteen branch offices in the following cities: Baton Rouge (two
offices),  Bayou Vista (one office),  Breaux  Bridge (one  office),  Eunice (one
office), Franklin (one office), Houma (two offices),  Lafayette (three offices),
Morgan City (one office),  New Iberia (three  offices),  Opelousas (one office),
Prairieville (one office) and Thibodaux (one office), all within 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").

                                        1

<PAGE>

Market Area/Competition

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

         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  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. In recent years, the
Bank has emphasized  SmartGrowth  Loans,  consisting of commercial  loans,  home
equity loans,  alternative  mortgage loans and consumer loans. In furtherance of
this strategy,  the Bank has increased the amount of its commercial  real estate
and commercial loan  portfolios,  consumer loans and alternative  mortgage 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.  At  September  30,  2005,
SmartGrowth Loans totaled $300.4 million or 60.9% of total loans.

                                        2

<PAGE>

         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,
                                         -------------------------------------------------------------------------------------------
                                             2005             2004               2003                2002                2001
                                         ---------------  ---------------    ---------------    ---------------     ----------------
                                                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...............  $298,229   60.45% $313,175   65.77% $ 242,726   67.23%  $253,668    71.60%  $293,435    76.21%
  Construction/permanent loans......    13,308    2.70    16,713    3.51     13,546    3.75      8,814     2.49      8,908     2.31
  Multi-family......................    19,636    3.98     7,503    1.58      6,854    1.90      5,804     1.64      1,107     0.29
Commercial real estate loans........    46,877    9.50    32,342    6.79     19,786    5.48      7,792     2.20     10,775     2.80
Commercial non-real estate loans....    10,607    2.15     7,756    1.63      3,457    0.96      3,295     0.93         --       --
Land loans..........................    13,991    2.84    11,758    2.47      7,743    2.14      8,750     2.47      9,161     2.38
Consumer loans:
  Home equity loans ................    49,348   10.00    45,259    9.51     41,770   11.57     40,779    11.51     36,039     9.36
  Loans on savings accounts.........     5,111    1.04     4,184    0.88      4,247    1.18      3,978     1.12      4,536     1.18
  Mobile home loans.................    25,439    5.16    22,528    4.73     14,693    4.08     12,972     3.66     10,426     2.71
  Other.............................    10,767    2.18    14,913    3.13      6,164    1.71      8,437     2.38     10,625     2.76
                                      --------   -----  --------   -----  ---------   -----   --------    -----   --------    -----
       Total loans..................   493,313  100.00%  476,131  100.00%   360,986  100.00%   354,289   100.00%   385,012   100.00%
                                                ======            ======             ======              ======              ======
Less:
  Allowance for loan losses.........     5,151             4,365              3,397              3,459               3,436
  Deferred loan fees, net...........       346               439                459                207                 746
                                      --------          --------          ---------           --------            --------
        Net loans...................  $487,816          $471,327          $ 357,130           $350,623            $380,830
                                      ========          ========          =========           ========            ========
</TABLE>

                                        3

<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,  2005.  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
                                                         ---------   -----------
                                                            (In Thousands)

        Amounts due:
          1 year or less...............................    $ 6,074     $ 6,277
          After 1 year:
            1 year to 5 years..........................          -       9,485
            More than 5 years..........................      7,234      31,115
                                                           -------     -------

              Total due after September 30, 2006.......    $ 7,234     $40,600

              Total amount due.........................    $13,308     $46,877
                                                           =======     =======


         The  following  table  sets  forth the  dollar  amount  of  residential
construction/permanent   loans  and  commercial  real  estate  loans  due  after
September  30,  2006  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...    $ 4,115    $ 3,119    $ 7,234
       Commercial real estate...............     25,306     15,294     40,600
                                                -------    -------    -------
             Total..........................    $29,421    $18,413    $47,834
                                                =======    =======    =======

         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  $21.2  million of  fixed-rate  mortgage  loans during the year ended
September 30, 2005.

         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 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,

                                        4

<PAGE>

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, 2005,  alternative  mortgage loans comprised $85.5 million,  or
17.4%, 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. This portfolio has grown
in recent years and  management  anticipates  that it will continue to grow. The
Bank originates  loans secured by multi-family  (greater than four family units)
properties.  The Bank also  originates  loans secured by commercial real estate,
primarily office  buildings (both owner and non-owner  occupied) and development
loans to builders.

         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. This portfolio  generally consists of
short term (generally five years or less) fixed rate balloon loans originated at
prevailing market rates with amortizations 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,
2005 the aggregate balance of the five largest  multi-family and commercial real
estate  loans  totaled  $14.3  million,  with no single  loan  larger  than $4.8
million.

         Commercial  Non-real  Estate Loans. At September 30, 2005, the Bank had
$10.6 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.  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  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, 2005, the Bank had $14.0 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, 2005,  home equity  mortgage loans totaled
$49.4 million. While the Bank does offer

                                        5

<PAGE>

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% 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 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, 2005,  the Bank had $5.1 million of loans secured by
deposits.

         Teche  Federal also  originates  automobile  and mobile home loans.  At
September  30, 2005,  the Bank had $7.4 million and $25.4  million of automobile
and mobile home loans, respectively.

         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  is  higher.  The  Bank's  maximum  loan-to-one
borrower limit was approximately $8.5 million as of September 30, 2005.

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

                                        6

<PAGE>

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 generally  reserved  through an  allowance  account.  The Bank  sometimes
modifies  this  general  policy  after a review of the  value of the  collateral
pledged against  individual  loans.  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.

         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,
                                                                  -----------------------------------------------------------
                                                                    2005         2004         2003         2002         2001
                                                                    ----         ----         ----         ----         ----
                                                                                      (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...   $3,283       $  989       $  633       $  919       $  294
   All other mortgage loans....................................      100          911          114          216           71
 Consumer......................................................      541          558          225          440          300
                                                                  ------       ------       ------       ------       ------
      Total....................................................   $3,924       $2,458       $  972       $1,575       $  665
                                                                  ======       ======       ======       ======       ======
Accruing loans which are contractually past
 due 90 days or more:
 Mortgage loans:
   Permanent loans secured by one- to four-family
     residences ...............................................   $  852       $1,391       $    -       $    -       $    -
   All other mortgage loans....................................       75           48          733          736            -
 Consumer......................................................      145           10            -            -            -
                                                                  ------       ------       ------       ------       ------
      Total....................................................   $1,072       $1,449       $  733       $  736       $    -
                                                                  ======       ======       ======       ======       ======
Total non-performing loans.....................................   $4,996       $3,907       $1,705       $2,311       $  665
                                                                  ======       ======       ======       ======       ======

Real estate owned..............................................   $  270       $  194       $  269       $  580       $  282
                                                                  ======       ======       ======       ======       ======
Total non-performing assets....................................   $5,266       $4,101       $1,974       $2,891       $  947
                                                                  ======       ======       ======       ======       ======
Total non-performing loans to total loans
  outstanding before allowance.................................     1.01%        0.82%        0.47%        0.65%        0.18%
                                                                  ======       ======       ======       ======       ======
Total non-performing loans to total assets.....................     0.74%        0.60%        0.32%        0.45%        0.14%
                                                                  ======       ======       ======       ======       ======
Total non-performing assets to total assets....................     0.78%        0.63%        0.37%        0.56%        0.21%
                                                                  ======       ======       ======       ======       ======
</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, 2005.

         Potential  Problem Loans. In August and September of 2005, the southern
coastal areas in the State of Louisiana were struck by two major hurricanes. The
Company's  primary market area generally was on the outskirts of both storms and
avoided a direct hit. However, the Company has identified affected

                                        7

<PAGE>

borrowers  within its portfolio.  Borrowers have been affected by the hurricanes
either from property damage, job losses or both.

         In accordance  with directives  received from bank regulatory  agencies
regarding  disaster  relief,   management  has  adopted  a  policy  of  allowing
forbearance  and waivers of late fees from affected  borrowers.  Management  has
contacted  its  borrowers  in the affected  areas to  determine  their needs for
possible  forbearance.  Forbearance  generally includes postponing loan payments
for  initially  up to three  months  and also  include in an  extension  of loan
maturities.

         The principal amount of loans outstanding under the forbearance program
is not included in the  nonaccrual  and past due loans in the table  above.  The
loans are considered  current under the  forbearance  terms.  As of December 27,
2005, loans under forbearance terms were primarily 1-4 family mortgage loans and
consumer loans and totaled approximately $3.6 million.

         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,  2005,  the Bank had REO with a net
balance of $270.

         Allowances  for  Loan  Losses.  The  allowance  for  loan  losses  is a
valuation  allowance  available  for losses  incurred  on loans.  Any losses are
charged to the allowance for loan losses when the loss actually occurs or when a
determination is made that a loss is probable to occur.  Recoveries are credited
to the  allowance  at  the  time  of  recovery.

         Periodically  during the year management  estimates the likely level of
losses to determine  whether the allowance for loan losses is adequate to absorb
losses in the existing portfolio.  Based on the estimates,  an amount is charged
to the  provision  for loan losses and credited to the allowance for loan losses
in order to adjust the allowance to a level  determined to be adequate to absorb
such losses.

         The hurricanes that struck the South Louisiana  coastal areas in August
and  September  impacted  some  of  the  Bank's  borrowers  and  the  underlying
collateral.  An  assessment  of the  effects  of these  hurricanes  is  ongoing.
Management has contacted the borrowers in the affected areas to determine  their
need for possible forbearance, which the Bank offers, to its affected borrowers.
Forbearance  generally includes postponing loan payments for initially up to the
three (3) months and may result in an extension of loan  maturities  as a result
of these efforts.

         Management's  judgment  as to the  level of losses  on  existing  loans
involves the  consideration of current and anticipated  economic  conditions and
their  potential  effects on specific  borrowers;  an evaluation of the existing
relationships  among loans, known the inherent risks in the loan portfolio,  and
the present level of the allowance; results of examination of the loan portfolio
by regulatory agencies;  and management's internal review of the loan portfolio.
In determining the  collectibility  of certain loans,  management also considers
the fair value of any underlying collateral.

         It should be  understood  that  estimates  of loan  losses  involve  an
exercise  of  judgment.  While it is  possible  that is  particular  periods the
Company may sustain losses,  which are substantial relative to the allowance for
loan losses,  it is the judgment of management that the allowance of loan losses
reflected in the consolidated balance sheets is adequate to absorb losses in the
existing loan portfolio.

                                        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, 2004 to September 30, 2005 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,
                                ----------------------------------------------------------------------------------------------------
                                      2005                2004                2003                2002                2001
                                -------------------  ------------------- -------------------  ------------------  ------------------
                                        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........... $ 1,978      60.45%  $ 1,385      65.77% $ 1,112       67.23% $ 1,866     71.60%  $ 2,595    76.21%
Multi-family and commercial
  real estate.................   1,447      13.48     1,300       8.37    1,106        7.38      350      3.84       114     3.09
Construction..................      50       2.70        50       3.51       62        3.75        5      2.49        15     2.31
Home equity...................     658      10.00       675       9.51      515       11.57      562     11.51       386     9.36
Consumer and other loans......   1,018      13.37       955      12.84      602       10.07      676     10.56       326     9.03
                               -------     ------   -------     ------  -------      ------  -------    ------   -------   ------
Total allowance(1)............ $ 5,151     100.00%  $ 4,365     100.00% $ 3,397      100.00% $ 3,459    100.00%  $ 3,436   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,
                                                          ------------------------------------------------------------------------
                                                            2005            2004            2003            2002            2001
                                                          --------        --------        --------        --------        --------
                                                                                  (Dollars in Thousands)

<S>                                                       <C>             <C>             <C>             <C>             <C>
Total loans outstanding, net......................        $487,816        $471,327        $357,130        $350,623        $380,830
                                                          ========        ========        ========        ========        ========
Average loans outstanding.........................        $498,193        $404,379        $349,738        $364,676        $389,963
                                                          ========        ========        ========        ========        ========

Allowance balances (at beginning of year).........        $  4,365        $  3,397        $  3,459        $  3,436        $  3,630
                                                          --------        --------        --------        --------        --------
Acquisition......................................                -             973               -               -               -
                                                          --------        --------        --------        --------        --------
Provision........................................              950              60              75             205              80
                                                          --------        --------        --------        --------        --------
Charge offs:
  Residential real estate mortgage loans:
    One- to four-family units.....................            (122)            (14)            (78)            (99)            (91)
  Construction loans..............................               -               -             (49)              -               -
  Multi-family and commercial
    real estate loans.............................               -               -             (20)             (1)            (10)
  Land loans.....................................              (16)             (2)              -              (1)              -
  Other...........................................             (39)            (99)           (168)           (114)           (185)
                                                          --------        --------        --------        --------        --------
      Total charge-offs...........................            (177)           (115)           (315)           (215)           (286)
Recoveries
  Residential real estate mortgage loans:
    One- to four-family units.....................               9              10              66               5               1
  Construction loans..............................               -               -               6               -               -
  Multi-family and commercial
     real estate loans............................               -               -               1               -               -
  Land loans......................................               1               -               -               -               -
  Other...........................................               3              40             105              28              11
                                                          --------        --------        --------        --------        --------
      Total recoveries............................              13              50             178              33              12
                                                          --------        --------        --------        --------        --------
  Net (charge-offs)...............................            (164)            (65)           (137)           (182)           (274)
                                                          --------        --------        --------        --------        --------
Allowance balance (at end of year)................        $  5,151        $  4,365        $  3,397        $  3,459        $  3,436
                                                          ========        ========        ========        ========        ========

Allowance for loan losses to total loans
  outstanding before allowance....................            1.04%           0.92%           0.94%           0.98%           0.89%
Net loans charged off as a percent of
  average loans outstanding before allowance......            0.03%           0.02%           0.04%           0.05%           0.07%
</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.

         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

                                       10

<PAGE>

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, 2005, 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,  2005  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, 2005,  the Bank had CMO's with an aggregate  estimated  market
value of $7.2 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.

<TABLE>
<CAPTION>
                                                                 At September 30,
                                                      ---------------------------------------
                                                        2005           2004            2003
                                                      --------       --------        --------
                                                                  (In Thousands)

<S>                                                  <C>            <C>             <C>
      Investment securities issued by U.S.
        government agencies and corporations........  $  3,178       $  3,224        $  3,236
      FHLB Stock....................................     6,567          8,561           6,477
      Mortgage-backed securities....................    84,332         91,255         115,899
      ARM mutual fund...............................    15,560         15,264          10,139
      CMO's.........................................     7,183          9,442             329
      Municipal obligations.........................        38             38              38
      Equity securities.............................     1,459          1,352               6
                                                      --------       --------        --------
         Total investment and mortgage-backed
            securities..............................   118,317        129,136         136,124
      Interest-bearing deposits.....................    18,666          2,382           1,622
                                                      --------       --------        --------
         Total investments..........................  $136,983       $131,518        $137,746
                                                      ========       ========        ========
</TABLE>

                                       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, 2005.

<TABLE>
<CAPTION>
                                                              As of September 30, 2005
                       -------------------------------------------------------------------------------------------------------------
                                                                                   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>
Investment securities
 issued by U.S.
 government agencies
 and corporations...... $     -       -% $    -        -%  $ 3,275    4.10%  $      -       -% $  3,275    4.10%  $  3,178  $  3,178
Mortgage-backed
 securities available
 for sale(1)...........       -       -   3,430     3.21    14,410    3.98    33,690     3.55    51,530    3.65     50,073    50,073
Mortgage-backed
 securities held-to-
 maturity..............       -       -       -        -     9,873    4.28    24,386     4.84    34,259    4.68     34,259    33,608
ARM mutual fund........  15,873    3.80       -        -         -       -         -        -    15,873    3.80     15,560    15,560
CMO's(1)...............       -       -       -        -         -       -     7,364     4.46     7,364    4.46      7,183     7,183
FHLB stock.............       -       -       -        -         -       -         -        -     6,567    3.93      6,567     6,567
Municipal
  obligations(2).......       -       -       -        -        38    4.75         -        -        38    4.75         38        38
Equity securities......       -       -       -        -         -       -         -        -     1,532    1.71      1,459     1,459
                        -------    ----  ------     ----   -------    ----   -------     ----  --------    ----   --------  --------
      Total............ $15,873    3.80% $3,430     3.21%  $27,596    4.10%  $65,440     4.13% $120,438    4.02%  $118,317  $117,666
                        =======    ====  ======     ====   =======    ====   =======     ====  ========    ====   ========  ========
</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.  In  recent  years,  the Bank has  emphasized  SmartGrowth  Deposits
consisting of checking  accounts,  money market  accounts and savings  accounts.
SmartGrowth Deposits totaled $224.6 million at September 30, 2005.

         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 $39.8 million, or 7.7%
of the Bank's deposit portfolio at September 30, 2005. Money market accounts and
NOW  accounts  constituted  $129.9  million,  or  25.2%  of the  Bank's  deposit
portfolio at September 30, 2005.  Regular  savings  accounts  constituted  $54.9
million,  or 10.6% of the  Bank's  deposit  portfolio  at  September  30,  2005.
Certificates  of deposit  constituted  $291.4  million  or 56.5% of the  deposit
portfolio,  including  $96.8 million of which had balances of $100,000 and over.
As of September 30, 2005, 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, 2005.


                                             Certificates           Weighted
                                              of Deposit         Interest Rate
                                              ----------         -------------
                                            (In Thousands)
      Maturity Period:
      3 months or less....................     $14,799                $3.23%
      Over 3 through 6 months.............      14,619                 3.06
      Over 6 through 12 months............      27,276                 3.34
      Over 12 months......................      40,184                 3.57
                                               -------                -----
      Totals..............................     $96,878                $3.37%
                                               =======                =====


                                       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, 2005, Teche Federal had
$93.4 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,
                                                     --------------------------------------
                                                          2005        2004        2003
                                                        -------     -------     -------
                                                             (Dollars in Thousands)
<S>                                                    <C>         <C>         <C>
    FHLB advances:
      Average balance outstanding...................... $33,961     $31,377     $ 5,736
      Maximum amount outstanding at any
         month-end during the year.....................  65,059      58,000      19,649
      Balance outstanding at end of year...............  15,962      58,000      19,649
      Weighted average interest rate during the year...    3.38%       1.97%       4.97%
      Weighted average interest rate at end of year....    4.69%       2.32%       2.42%
</TABLE>

Subsidiary Activity

         The only subsidiary of the Company is Teche Federal Bank.

         As  of  September  30,  2005,  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 $77,172. FISI was inactive at September 30, 2005.

Personnel

         As of September  30, 2005,  the Bank had 213 full-time and 82 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>


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.

         Sarbanes-Oxley  Act of 2002. The Sarbanes-Oxley Act of 2002 (the "Act")
was enacted to address  corporate  and  accounting  fraud.  The  Securities  and
Exchange Commission (the "SEC") has promulgated new regulations  pursuant to the
Act  and  may  continue  to  propose   additional   implementing  or  clarifying
regulations  as necessary in  furtherance  of the Act. The passage of the Act by
Congress  and  the   implementation  of  new  regulations  by  the  SEC  subject
publicly-traded   companies  to  additional   and  more   cumbersome   reporting
regulations   and  disclosure.   Compliance  with  the  Act  and   corresponding
regulations may increase the Company's expenses.

         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 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.


                                       15

<PAGE>

         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 19 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  which may be deducted 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.

         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.

                                       16

<PAGE>

         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.

                                       17

<PAGE>

         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
immediate  change of plus or minus 100, 200, and 300 basis points from the level
of interest rates at September 30, 2005.
<TABLE>
<CAPTION>
                                                                                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)
        <S>             <C>               <C>               <C>            <C>            <C>
         +300 bp          54,908           -23,683           -30%            8.40%         -288 bp
         +200 bp          64,296           -14,295           -18%            9.61%         -167 bp
         +100 bp          72,471            -6,120            -8%           10.60%          -68 bp
            0 bp          78,591                                            11.28%
         -100 bp          80,734            +2,143            +3%           11.43%          +15 bp
         -200 bp          78,307              -284             0%           11.00%          -28 bp

</TABLE>

(1)  The -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.
<TABLE>
<CAPTION>
                                                             September 30,  September 30,
                                                                 2005          2004
                                                             -------------  ------------
<S>                                                              <C>         <C>
*** RISK MEASURES: +200 BP RATE SHOCK ***
Pre-Shock NPV Ratio: NPV as % of PV of Assets ..........         11.28%      10.42%
Exposure Measure: Post-Shock NPV Ratio .................          9.61%       9.49%
Sensitivity Measure: Change in NPV Ratio ...............         167 bp       93 bp
*** CALCULATION OF CAPITAL COMPONENT ***
Change in NPV as % of PV of Assets .....................          2.05%       1.35%
</TABLE>

         As the table shows,  increases  and  decreases in interest  rates would
result in net  decreases in the Bank's NPV. The Bank's NPV decreases by 18.2% if
interest rates increase by 200 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

                                       18

<PAGE>

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 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  institution  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, 2005,  the
Bank was in  compliance  with its QTL  requirement  with  83.07%  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

                                       19

<PAGE>

to be a QTL,  it must  cease any  activity  and not retain  any  investment  not
permissible  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 $28.5  million with a net book value of
$18.9  million at September  30, 2005.  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.


                                       20

<PAGE>

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

         None.

                                     PART II

Item 5. Market for Registrant's  Common Equity,  Related Stockholder Matters and
--------------------------------------------------------------------------------
Issuer Purchases of Equity Securities
-------------------------------------

         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, 2005 ("Annual  Report") and is  incorporated  herein by
reference.

         Set  forth  below  is   information   regarding  the  Company's   stock
repurchases  during the fourth  quarter of the fiscal year ended  September  30,
2005.
<TABLE>
<CAPTION>
                                       ISSUER PURCHASES OF EQUITY SECURITIES
---------------------------------------------------------------------------------------------------------------------------

                                 (a)              (b)                    (c)                              (d)
                               Total                               Total  Number of                  Maximum Number
                              Number of         Average            Shares (or Units)            (or Approximate Dollar
                                Shares         Price Paid        Purchased as Part of        Value) of Shares (or Units)
                              (or Units)       per Share          Publicly Announced          that May Yet Be Purchased
          Period              Purchased        (or Unit)           Plans or Programs         Under the Plans or Programs
---------------------------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>                     <C>                            <C>
July 1-31, 2005                 3,000            38.75                   3,000                          64,000
---------------------------------------------------------------------------------------------------------------------------
August 1-31, 2005                 -                -                       -                            64,000
---------------------------------------------------------------------------------------------------------------------------
September 1-30, 2005            10,000           38.85                  10,000                          54,000
---------------------------------------------------------------------------------------------------------------------------
Total                           13,000                                  13,000                          54,000
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


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.

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

         The  Consolidated   Financial  Statements  of  Teche  Holding  and  its
subsidiaries,  together  with the report  thereon by Dixon Hughes PLLC,  and the
supplementary  financial  information  appear  in  the  Annual  Report  and  are
incorporated herein by reference.


                                       21

<PAGE>

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

         None.

Item 9A. Controls and Procedures
--------------------------------

         (a) Evaluation of disclosure  controls and  procedures.  Based on their
evaluation of the Company's  disclosure  controls and  procedures (as defined in
Rule 13a-15(e) under the Securities  Exchange Act of 1934 (the "Exchange Act")),
the Company's  principal  executive officer and principal financial officer have
concluded that as of the end of the period covered by this Annual Report on Form
10-K such  disclosure  controls  and  procedures  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  control over financial  reporting.  During the
last  quarter of the year  under  report,  there was no change in the  Company's
internal control over financial  reporting that has materially  affected,  or is
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

Item 9B. Other Information
--------------------------

         Not Applicable

                                    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  in  January  2006  (the  "Proxy
Statement")  which is  incorporated  herein  by  reference.  See  also  "Item 1.
Business of the Bank -- Personnel" included herein.

         The Company has adopted a Code of Ethics that applies to its  principal
executive officer,  principal financial officer, principal accounting officer or
controller or persons performing  similar functions.  A copy of the Code will be
furnished  without charge upon written  request to the Secretary,  Teche Holding
Company, 1120 Jefferson Terrace Boulevard, New Iberia, Louisiana 70560.

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.

                                       22

<PAGE>

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" in 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" in 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

     Set forth below is  information  as of  September  30, 2005 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 plans
                                             outstanding options,      options, warrants         (excluding securities
                                             warrants and rights          and rights            reflected in column (a))
                                             -------------------          ----------            ------------------------
<S>                                                  <C>                   <C>                            <C>
Equity compensation plans
  approved by shareholders(1) (2)........            $208,514              $30.45                         233,659
Equity compensation plans
  not approved by shareholders(3)........              36,382               18.88                           4,800
     TOTAL..............................             $244,896              $28.73                         238,459
</TABLE>
____________
(1)  Plans  approved by  stockholders  include the Teche  Holding  Company  2001
     Stock-Based Incentive Plan.
(2)  Includes  33,659  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,
     2005, awards of 104,400 shares were made under this plan.
(3)  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 16
     to the Consolidated  Financial Statements included as part of Exhibit 13 to
     this report.

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.

                                       23

<PAGE>

Item 14. Principal Accountant Fees and Services
-----------------------------------------------

         The  information  relating  to this  item  is  incorporated  herein  by
reference to the information  contained under the section  captioned  "Principal
Accounting Fees and Services" in the Proxy Statement.

                                     PART IV

Item 15. Exhibits and Financial Statement Schedules
---------------------------------------------------

(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:


                Report of Independent Registered Public Accounting Firm
                Consolidated Balance Sheets as of September 30, 2005 and 2004
                Consolidated Statements of Income For the Years Ended
                    September 30, 2005, 2004 and 2003
                Consolidated Statements of Stockholders' Equity
                    for the Years Ended September 30, 2005, 2004 and 2003
                Consolidated Statements of Cash Flows for the Years Ended
                    September 30, 2005, 2004 and 2003
                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) Other than Exhibit 23.2, Reissued Report of Predecessor Independent
Auditor,  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
<TABLE>
<CAPTION>
                  (a) The following exhibits are filed as part of this report:

                  <S>      <C>
                  3.1      Articles of Incorporation of Teche Holding Company*
                  3.2      Bylaws of Teche Holding Company*
                  4        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*****
                  10.8     Teche  Holding  Company  2004 Stock-Based Incentive Plan******
                  11       Statement regarding computation of earnings per share
                           (see Note 14 to the Consolidated Financial Statements
                           in the Annual Report)
                  13       Annual Report to Stockholders for the fiscal year ended  September  30, 2005
                  21       Subsidiary  of the Registrant  (see  "Item  1  Business  -  Subsidiary  Activity" herein)

                                       24

<PAGE>

                  23.1     Consent of Dixon  Hughes PLLC, Independent Registered Public Accounting Firm
                  23.2     Reissued  Report of  Predecessor Independent Auditor
                  31       Certifications  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
                  32       Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>

*     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.

******Incorporated  herein   by  reference  to Exhibit  4.1 to the  Registrant's
      Registration  Statement on Form S-8, filed with the  Commission on May 25,
      2005, Registration No. 333-125218.

                                       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 29, 2005                 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 29, 2005.
<TABLE>
<CAPTION>

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



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



By:      /s/ Mary Coon Biggs                                  By:
         ------------------------------------------                ---------------------------------------
         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 M.D.                            By:  /s/ Robert Judice, Jr.
         ------------------------------------------                ---------------------------------------
         Thomas F. Kramer, M.D.                                    Robert Judice, Jr.
         Director                                                  Director
</TABLE>