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, 2007
                                                       - 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)

             United States                               72-1287456
--------------------------------------      ------------------------------------
    (State or other Jurisdiction of         (I.R.S. Employer Identification No.)
    Incorporation or Organization)

     1120 Jefferson Terrace, New Iberia, Louisiana             70560
-----------------------------------------------------   --------------------
        (Address of Principal Executive Offices)             (Zip Code)

Registrant's telephone number, including area code:     (337) 560-7151
                                                        --------------

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

         Title of Each Class           Name of Each Exchange on Which Registered
---------------------------------      -----------------------------------------
    Common Stock, $0.01 par value               American Stock Exchange

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 a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [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, 2007, was $70.0 million.

         As of December  18, 2007 there were  2,205,699  issued and  outstanding
shares of the Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions of the 2007 Annual Report to Stockholders (Parts I, II and IV)
2.   Portions of the Proxy Statement for the 2008 Annual Meeting of Stockholders
     (Part III)

<PAGE>

                                     PART I

         Teche Holding Company (the "Company" or "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,
St. Landry and Ascension Parishes,  Louisiana (the "primary market area"). Teche
federal  operates from its main office  located at 1120 Jefferson  Terrace,  New
Iberia,  Louisiana and currently has nineteen other offices. As of September 30,
2007, the Bank had 226 full-time and 95 part-time employees.

         The  Company and the Bank are  subject to  regulation  by the Office of
Thrift Supervision, the Federal Deposit Insurance Corporation and the Securities
and Exchange Commission.

                                       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 regional  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,  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,  2007,
SmartGrowth Loans totaled $375.5 million or 66.2 % 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,
                                   -------------------------------------------------------------------------------------------------
                                          2007                2006                2005                2004               2003
                                   -------------------- --------------------- ------------------ ------------------- ---------------
                                             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>
One- to four-family mortgage loans  $298,092   52.50%   $290,453   55.25%   $298,229  60.45%   $313,175   65.77%   $242,726   67.23%
Multi-family mortgage loans           24,540    4.33      20,756    3.95      19,636   3.98       7,503    1.58       6,854    1.90
Land loans                            28,376    5.01      21,812    4.15      13,991   2.84      11,758    2.47       7,743    2.14
Construction loans                    10,853    1.92       9,358    1.78      13,308   2.70      16,713    3.51      13,546    3.75
Commercial real estate loans          75,961   13.39      59,474   11.31      46,877   9.50      32,342    6.79      19,786    5.48
Commercial non-real estate loans      15,378    2.71      21,262    4.05      10,607   2.15       7,756    1.63       3,457    0.96
Home equity loans                     51,240    9.03      53,202   10.12      49,348  10.00      45,259    9.51      41,770   11.57
Loans on savings accounts              5,939    1.05       5,223    0.99       5,111   1.04       4,184    0.88       4,247    1.18
Mobile home loans                     48,144    8.49      35,242    6.70      25,439   5.16      22,528    4.73      14,693    4.08
Other secured and unsecured loans      8,883    1.57       8,911    1.70      10,767   2.18      14,913    3.13       6,164    1.71
                                    --------  ------    --------  ------    -------- ------    --------  ------    --------  ------
    Total loans                      567,406  100.00%    525,693  100.00%    493,313 100.00%    476,131  100.00%    360,986  100.00%
                                              ======              ======             ======              ======              ======
Less:
 Allowance for loan losses             5,083               4,890               5,151              4,365               3,397
 Deferred loan fees, net                 335                 300                 346                439                 459
                                    --------            --------            --------           --------            --------
     Net loans                      $561,988            $520,503            $487,816           $471,327            $357,130
                                    ========            ========            ========           ========            ========
</TABLE>

                                       3

<PAGE>

         Loan Maturity  Tables.  The following  table sets forth the maturity of
the Bank's  construction loans and commercial real estate loans at September 30,
2007. The table does not include prepayments or scheduled principal  repayments.
Adjustable-rate loans are shown as maturing based on contractual maturities.

                                                                  Commercial
                                               Construction       Real Estate
                                                  Loans              Loans
                                               ------------      -----------
                                                      (In Thousands)

Amounts due:
 1 year or less                                   $     -         $ 5,493
 After 1 year:
   1 year to 5 years                                    -          43,648
   More than 5 years                               10,853          26,820
                                                  -------         -------
    Total due after September 30, 2007            $10,853         $70,468
                                                  -------         -------

    Total amount due                              $10,853         $75,961
                                                  =======      ===========

         The  following  table  sets  forth  the  dollar  amount  of the  Bank's
construction loans and commercial real estate loans due after September 30, 2008
that have  pre-determined  interest  rates and that have  floating or adjustable
interest rates.

                                                          Floating or
                                                          Adjustable
                                             Fixed Rates     Rates         Total
                                             -----------    -------      -------
                                                         (In Thousands)
Construction loans                             $ 9,623      $ 1,230      $10,853
Commercial real estate loans                    54,062       21,899       75,961
                                               -------      -------      -------
         Total                                 $63,685      $23,129      $86,814
                                               =======      =======      =======

         One- to  Four-Family  Residential  Real  Estate  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  $46.9  million of  fixed-rate  mortgage  loans during the year ended
September 30, 2007.

         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

                                       4

<PAGE>

higher credit risks,  they also provide higher yields to the Bank.  Underwriting
criteria for these loans require sufficient  mitigating factors,  such as higher
FICO scores and/or  additional  equity,  to minimize the additional  credit risk
associated with these types of loans.  In addition,  the Bank does not originate
exotic loans,  such as interest  only ARMS.  At September 30, 2007,  alternative
mortgage loans comprised $84.3 million, or 14.9%, of the total loan portfolio.

         Construction  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  loans generally are made to customers of the Bank in
its primary market area. The Bank offers construction 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 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  during the construction  phase (normally for a period of up to
nine  months)  at the end of which  time the  construction  loan  converts  to a
mortgage loan.

         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,
2007 the aggregate balance of the five largest  multi-family and commercial real
estate  loans  totaled  $22.6  million,  with no single  loan  larger  than $8.3
million.

         Commercial  Non-real  Estate Loans. At September 30, 2007, the Bank had
$15.4 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.

                                       5

<PAGE>

         Land Loans. At September 30, 2007, the Bank had $28.4 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, 2007,  home equity  mortgage loans totaled
$51.2 million.  While the Bank does offer  adjustable  rate home equity lines of
credit,  the  majority  of the home  equity  portfolio  have fixed  rates with a
maximum  term of 30 years.  A variety of home equity loan  programs  are offered
including combined loan to values up to 125% 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, 2007,  the Bank had $5.9 million of loans secured by
deposits.

         At September  30, 2007,  the Bank had $4.7 million and $48.1 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 $9.0 million as of September 30, 2007.

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.

                                       6

<PAGE>

         Non-Performing Assets and Delinquencies.  When a borrower fails to make
a required  payment on a loan and does not cure the  delinquency  promptly,  the
loan is classified as delinquent.  In this event, the normal procedure  followed
by the Bank is to make contact with the borrower at  prescribed  intervals in an
effort to bring the loan to a current status.  In most cases,  delinquencies are
cured promptly. If a delinquency is not cured, the Bank normally, subject to any
required prior notice to the borrower,  commences  foreclosure  proceedings,  in
which the  property may be sold.  In a  foreclosure  sale,  the Bank may acquire
title to the  property  through  foreclosure,  in which  case  the  property  so
acquired is offered for sale and may be financed by a loan involving  terms more
favorable to the borrower than those normally offered.  Any property acquired as
a result of  foreclosure or by deed in lieu of foreclosure is classified as real
estate owned until such time as it is sold or otherwise  disposed of by the Bank
to recover its  investment.  Any real estate  acquired in settlement of loans is
initially  recorded at the estimated fair value less  estimated  selling cost 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.

                                       7

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                  At September 30,
                                                                    ----------------------------------------------
                                                                     2007      2006      2005      2004      2003
                                                                    ------    ------    ------    ------    ------
                                                                                 (Dollars in thousands)
<S>                                                               <C>       <C>       <C>       <C>       <C>
Loans accounted for on a non-accrual basis:
 Mortgage loans:
    Loans secured by one- to four-family residences                 $1,715    $1,704    $3,283    $  989    $  633
    All other mortgage loans                                           442       749       100       911       114
    Consumer                                                           481       363       541       558       225
                                                                    ------    ------    ------    ------    ------
    Total                                                           $2,638    $2,816    $3,924    $2,458    $  972
                                                                    ======    ======    ======    ======    ======
 Accruing loans which are contractually past
   due 90 days or more:
 Mortgage loans:
    Loans secured by one- to four-family residences                 $1,157    $1,096    $  852    $1,391    $    -
    All other mortgage loans                                             -         -        75        48       733
    Consumer                                                            67        10       145        10         -
                                                                    ------    ------    ------    ------    ------
    Total                                                           $1,224    $1,106    $1,072    $1,449    $  733
                                                                    ======    ======    ======    ======    ======
Total non-performing loans                                          $3,862    $3,922    $4,996    $3,907    $1,705
                                                                    ======    ======    ======    ======    ======

Real estate owned                                                   $1,218    $1,066    $  270    $  194    $  269
                                                                    ======    ======    ======    ======    ======
Total non-performing assets                                         $5,080    $4,988    $5,266    $4,101    $1,974
                                                                    ======    ======    ======    ======    ======
 Total non-performing loans to total loans
      outstanding before allowance                                    0.69%     0.75%     1.01%     0.82%     0.47%
                                                                    ======    ======    ======    ======    ======
Total non-performing loans to total assets                            0.54%     0.57%     0.74%     0.60%     0.32%
                                                                    ======    ======    ======    ======    ======
Total non-performing assets to total assets                           0.71%     0.73%     0.78%     0.63%     0.37%
                                                                    ======    ======    ======    ======    ======
</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, 2007.

         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
less estimated costs to sell at the date of foreclosure.  At September 30, 2007,
the Bank had REO with a net balance of $1.2 million.

         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.

                                       8

<PAGE>

         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 in  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.

                                       9

<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.

<TABLE>
<CAPTION>
                                                                      At September 30,
                            -------------------------------------------------------------------------------------------------------
                                 2007                  2006                  2005                 2004               2003
                            ------------------- --------------------- --------------------  -------------------  ------------------
                                    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        $   999      52.54%  $ 1,058       55.25%  $ 1,978       60.45% $ 1,385      65.77%  $ 1,112      67.23%
 Multi-family and
   commercial real estate    1,881      17.71     1,747       15.26     1,447       13.48    1,300       8.37     1,106       7.38
Construction                    36       1.91        34        1.78        50        2.70       50       3.51        62       3.75
Home equity                    510       9.03       778       10.12       658       10.00      675       9.51       515      11.57
Consumer and other loans     1,657      18.81     1,273       17.59     1,018       13.37      955      12.84       602      10.07
                           -------------------  -------- -----------  -------- ----------- -------- ----------  ------- -----------
Total allowance            $ 5,083     100.00%  $ 4,890      100.00%  $ 5,151      100.00% $ 4,365     100.00%  $ 3,397     100.00%
                           ===================  ======== ===========  ======== =========== ======== ==========  ======= ===========
</TABLE>

                                       10

<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,
                                            -------------------------------------------------------------
                                               2007         2006         2005         2004         2003
                                            ---------    ---------    ---------    ---------    ---------
                                                                (Dollars in Thousands)
<S>                                        <C>          <C>          <C>          <C>          <C>
Total loans outstanding, net                $ 561,988    $ 520,503    $ 487,816    $ 471,327    $ 357,130
                                            =========    =========    =========    =========    =========
Average loans outstanding                   $ 547,740    $ 503,252    $ 498,193    $ 404,379    $ 349,738
                                            =========    =========    =========    =========    =========

Allowance balances (at beginning of year)   $   4,890    $   5,151    $   4,365    $   3,397    $   3,459
                                            ---------    ---------    ---------    ---------    ---------
Acquisition                                         -            -            -          973            -
                                            ---------    ---------    ---------    ---------    ---------
Provision                                         605          210          950           60           75
                                            ---------    ---------    ---------    ---------    ---------
Charge offs:
  Residential real estate mortgage loans:
   One- to four-family units                     (175)        (333)        (122)         (14)         (78)
  Construction loans                                -         (268)           -            -          (49)
   Multi-family and commercial
       real estate loans                            -           (1)           -            -          (20)
  Land loans                                      (23)          (7)         (16)          (2)        --
 Other                                           (230)         (98)         (39)         (99)        (168)
                                            ---------    ---------    ---------    ---------    ---------
    Total charge-offs                            (428)        (707)        (177)        (115)        (315)
Recoveries
  Residential real estate mortgage loans:
   One- to four-family units                        5           45            9           10           66
  Construction loans                                -           64            -            -            6
   Multi-family and commercial
        real estate loans                           -           90            -            -            1
  Land loans                                        -            -            1            -            -
 Other                                             11           37            3           40          105
                                            ---------    ---------    ---------    ---------    ---------
    Total recoveries                               16          236           13           50          178
                                            ---------    ---------    ---------    ---------    ---------
 Net (charge-offs)                               (412)        (471)        (164)         (65)        (137)
                                            ---------    ---------    ---------    ---------    ---------
Allowance balance (at end of year)          $   5,083    $   4,890    $   5,151    $   4,365    $   3,397
                                            =========    =========    =========    =========    =========

 Allowance for loan losses to total loans
      outstanding before allowance               0.89%        0.93%        1.04%        0.92%        0.94%
 Net loans charged off as a percent of
      average loans outstanding before
      allowance                                  0.08%        0.09%        0.03%        0.02%        0.04%
</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.

                                       11

<PAGE>

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

         The  Company's  investments  in  mortgage-backed  securities  and CMO's
include securities issued by government agencies,  private issuers and financial
institutions.  At September 30, 2007, 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,  2007  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, 2007,  the Bank had CMO's with an aggregate  estimated  market
value of $4.5 million,  all of which were privately issued. To minimize the risk
of private issued CMO's,  the Bank only purchases  those CMOs rated AA or better
by one of the rating agencies.

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

                                                        At September 30,
                                                  ------------------------------
                                                    2007       2006       2005
                                                  --------   --------   --------
                                                         (In Thousands)
Investment securities issued by U.S.
 Government agencies and corporations             $  3,219   $  3,147   $  3,178
FHLB Stock                                           4,343      4,185      6,567
Mortgage-backed securities                          59,594     76,152     84,332
ARM mutual fund                                     15,674     15,788     15,560
CMO's                                                4,475      5,389      7,183
Municipal obligations                                   25         31         38
Equity securities                                      515      1,753      1,459
                                                  --------   --------   --------
   Total investment and mortgage-backed             87,845    106,445    118,317
     securities
Interest-bearing deposits                            7,473      1,803     18,666
                                                  --------   --------   --------
  Total investments                               $ 95,318   $108,248   $136,983
                                                  ========   ========   ========

                                       12

<PAGE>

         Investment Portfolio Maturities. The following table sets forth certain
information  regarding the carrying  values and weighted  average  yields of the
Bank's securities  portfolios by scheduled  maturity date at September 30, 2007.
The table shows  contractual  maturities  and does not reflect  repricing or the
effect of prepayments. Actual maturities may differ. Securities with no maturity
date (FHLB stock and equity  securities)  are shown under the total  investments
column  only.  The  total  investments  carrying  value  differs  from the total
amortized cost because  available for sale  securities are carried at their fair
value  instead  of their  amortized  cost  while the  carrying  value of held to
maturity securities is equal to their amortized cost.

<TABLE>
<CAPTION>
                                                                As of September 30, 2007
                             -------------------------------------------------------------------------------------------------------
                              One Year or Less   One to Five Years Five to Ten Years More than Ten Years   Total Investments
                             ------------------  ----------------- ----------------- ------------------ ----------------------------
                              Carrying  Average   Carrying Average  Carrying Average  Carrying Average  Carrying  Average Amortized
                               Value    Yield      Value   Yield     Value   Yield     Value   Yield     Value     Yield     Cost
                             ---------  -------  --------- ------- --------- ------- --------- ------- ------------------ ----------
                                                                  (Dollars in Thousands)
<S>                          <C>         <C>     <C>        <C>    <C>         <C>   <C>         <C>    <C>         <C>    <C>
Investment securities issued by
  U.S. government agencies
  and corporations            $     -       -%   $ 3,219    4.27%  $      -       -% $      -       -%  $  3,219    4.27%  $  3,275
Mortgage-backed securities
  available for sale(1)             -       -%     2,143    3.19%     8,934    4.08%   16,662    4.56%    27,739    4.30%    28,589
Mortgage-backed securities
  held-to-maturity                  -       -%         -       -%     6,249    4.27%   25,606    5.14%    31,855    4.96%    31,855
ARM mutual fund                15,674    5.50%         -       -%         -       -%        -       -%    15,674    5.50%    16,133
CMO's(1)                            -       -%         -       -%         -       -%    4,475    4.68%     4,475    4.68%     4,687
FHLB stock                          -       -%         -       -%         -       -%        -       -%     4,343    5.25%     4,343
Municipal obligations(2)            -       -%        25    4.75%         -       -%        -       -%        25    4.75%        25
Equity securities                   -       -%         -       -%         -       -%        -       -%       515    1.63%       457
                             -------- -------   --------    ----   --------    ----  --------    ----   --------    ----   --------
      Total                  $ 15,674    5.50%   $ 5,387    3.84%  $ 15,183    4.16% $ 46,743    4.89%  $ 87,845    4.80%  $ 89,364
                             ========== ================    ====   ========    ====  ========    ====   ========    ====   ========
</TABLE>

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

                                       13
<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 $276.9 million at September 30, 2007.

         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 $54.4 million, or 9.8%
of the Bank's deposit portfolio at September 30, 2007. Money market accounts and
NOW  accounts  constituted  $170.6  million,  or  30.7%  of the  Bank's  deposit
portfolio at September 30, 2007.  Regular  savings  accounts  constituted  $51.9
million,  or 9.3%  of the  Bank's  deposit  portfolio  at  September  30,  2007.
Certificates  of deposit  constituted  $278.7  million  or 50.2% of the  deposit
portfolio,  including $108.4 million of which had balances of $100,000 and over.
As of September 30, 2007, 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, 2007.

                                     Certificates              Weighted
                                      of Deposit            Interest Rate
                                     ----------             -------------
Maturity Period:                      (In Thousands)
----------------------------------
3 months or less                    $    23,346                   4.68%
Over 3 through 6 months                  16,490                   4.63
Over 6 through 12 months                 34,728                   4.70
Over 12 months                           33,800                   4.72
                                    -----------              ---------
Totals                              $   108,364                   4.69%
                                    ===========              =========

                                       14

<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 a line of
credit provided by a large  commercial bank to supplement its supply of lendable
funds and to meet deposit withdrawal requirements.  At September 30, 2007, Teche
Federal had $89.8  million in advances  outstanding  from the FHLB of Dallas and
$159.6 million available for future borrowings.

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


                                                     At or For the Year Ended
                                                          September 30,
                                                  -----------------------------
                                                   2007       2006       2005
                                                  -------    -------    -------
                                                      (Dollars in Thousands)
FHLB advances:
 Average balance outstanding                      $13,520    $11,496    $33,961
    Maximum amount outstanding at any
        month-end during the year                  27,953     15,797     65,059
 Balance outstanding at end of year                27,953     10,191     15,962
 Weighted average interest rate during the year      5.08%      4.95%      3.38%
 Weighted average interest rate at end of year       4.86%      5.10%      4.69%

Subsidiary Activity

         The only  subsidiary  of the  Company  is  Teche  Federal  Bank.  As of
September  30, 2007,  the Bank had one inactive  subsidiary:  Family  Investment
Services,  Inc.  ("FISI")  which had total  assets  of  approximately  $184,000,
consisting primarily of cash.

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.

Holding Company Regulation

         General.  The  Company is a unitary  savings and loan  holding  company
subject to regulatory oversight by the Office of Thrift Supervision (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 Securities and Exchange Commission (the "SEC").

                                       15

<PAGE>

         Sarbanes-Oxley  Act of 2002. The Sarbanes-Oxley Act of 2002 ("SOX") was
enacted  to address  corporate  and  accounting  fraud and  implemented  various
reforms  addressing,  among other matters,  corporate  governance,  auditing and
accounting.  The SEC has  promulgated  new  regulations  pursuant to SOX and may
continue  to  propose  additional  implementing  or  clarifying  regulations  as
necessary  in  furtherance  of  SOX.  The  passage  of SOX 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 SOX and  corresponding  regulations has and may further 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,   Federal  Deposit   Insurance
Corporation  ("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.

         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.

                                       16

<PAGE>

         Insurance  of  Deposit   Accounts.   The  Federal   Deposit   Insurance
Corporation  ("FDIC") insures the Bank's deposits to applicable limits.  Despite
the FDIC's  authority  to assess  premiums  under a  risk-based  system for such
deposit insurance,  most insured depository  institutions have not been required
to pay premiums for the last ten years. The Federal Deposit Insurance Reform Act
of 2005 (the  "Reform  Act")  resulted  in  significant  changes to the  federal
deposit insurance program: (i) effective March 31, 2006, the Bank Insurance Fund
and the Savings Association Insurance Fund were merged into a new combined fund,
called the Deposit  Insurance Fund; (ii) the current $100,000 deposit  insurance
coverage  will be indexed  for  inflation  (with  adjustments  every five years,
commencing January 1, 2011); and (iii) deposit insurance coverage for retirement
accounts was increased to $250,000 per  participant  subject to  adjustment  for
inflation. In addition, the Reform Act gave the FDIC greater latitude in setting
the assessment rates for insured depository institutions, which could be used to
impose minimum assessments.

         As  authorized,  the  FDIC  sets  the  reserve  ratio  for the  Deposit
Insurance Fund annually at between 1.15% and 1.5% of estimated insured deposits.
If the Deposit  Insurance  Fund's reserves exceed the designated  reserve ratio,
the FDIC is required to pay out all or, if the reserve  ratio is less than 1.5%,
a portion of the excess as a dividend to insured  depository  institutions based
on the  percentage  of insured  deposits  held on December 31, 1996 adjusted for
subsequently  paid  premiums.  Insured  depository  institutions  that  were  in
existence on December 31, 1996 and paid assessments prior to that date (or their
successors) are entitled to a one-time credit against future  assessments  based
on the amount of their  assessable  deposits  on that date.  The Bank's  initial
one-time  assessment credit balance was $431,782 as of October 16, 2006. At June
30, 2007,  the FDIC applied  $74,371  against our  quarterly  insurance  payment
computation,  and $74,182 at  September  30, 2007.  We still have an  additional
credit  balance of $283,228 at September 30, 2007.  The credit balance should be
used up sometime in late 2008.

         Pursuant to the Reform Act,  the FDIC has  determined  to maintain  the
designated  reserve ratio at 1.25%.  The FDIC has also adopted a new  risk-based
premium  system that  provides  for  quarterly  assessments  based on an insured
institution's  ranking in one of four risk categories based on their examination
ratings and capital  ratios.  Beginning in 2007,  well-capitalized  institutions
with the CAMELS ratings of 1 or 2 will be grouped in Risk Category I and will be
assessed for deposit insurance at an annual rate of between five and seven basis
points.  The  assessment  rate  for  an  individual  institution  is  determined
according  to a  formula  based  on a  weighted  average  of  the  institution's
individual  CAMEL  component  ratings plus either five  financial  ratios or the
average  ratings of its long-term  debt.  Assessments  for  institutions in Risk
Categories II, III and IV will be at annual rates of 10, 28 and 43 basis points,
respectively.

         In  addition,  all  FDIC-insured   institutions  are  required  to  pay
assessments  to the  FDIC to fund  interest  payments  on  bonds  issued  by the
Financing Corporation ("FICO"), an agency of the Federal government  established
to recapitalize  the predecessor to the SAIF. The FICO assessment  rates,  which
are determined  quarterly,  averaged 0.013% of insured  deposits in fiscal 2006.
These assessments will continue until the FICO bonds mature in 2017.

         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% of total  risk-weighted  assets.  The Bank's  capital  levels can be
found at Note 18 to the Consolidated  Financial  Statements  included as part of
Exhibit 13 to this report. In assessing an institution's  capital adequacy,  the
Office of Thrift  Supervision  takes into  consideration  not only these numeric
factors but also qualitative  factors as well and has the authority to establish
higher capital requirements for individual institutions where necessary.

                                       17

<PAGE>

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

         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, 2007,  the
Bank was in  compliance  with its QTL  requirement  with  73.49%  of its  assets
invested in QTIs.

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

                                       18

<PAGE>

Item 1A. Risk Factors
---------------------

The  following  is a summary of what the Company  perceives  to be the  material
risks related to an investment in the Company's securities.

We realize income primarily from the difference between interest earned on loans
and  investments  and interest paid on deposits and  borrowings,  and changes in
interest  rates may  adversely  affect  our net  interest  rate  spread  and net
interest margin, which could hurt our earnings.

         We derive our income mainly from the difference or "spread" between the
interest  earned on loans,  securities and other  interest-earning  assets,  and
interest paid on deposits, borrowings and other interest-bearing liabilities. In
general,  the larger the spread, the more we earn. When market rates of interest
change,  the  interest  we receive on our assets and the  interest we pay on our
liabilities  will  fluctuate.  This can cause  decreases  in our  spread and can
adversely affect our income.

         Several  years ago  market  interest  rates  were at  historically  low
levels.  However,  between  June 2004 and June 2007,  the U.S.  Federal  Reserve
steadily  increased  its target  federal funds rate,  raising it 17 times,  from
1.00% to 5.25%.  While  the  federal  funds  rate and  other  short-term  market
interest  rates,  which we use as a guide  to our  deposit  pricing,  increased,
intermediate-  and long-term  market interest rates,  which we use as a guide to
our loan pricing, did not increased proportionately.  This led to a "flattening"
of the market yield curve,  which even  "inverted" at times as short-term  rates
exceeded long-term rates over an intermediate  maturity horizon.  The relatively
flat yield curve has hurt our net interest  rate spread and net interest  margin
because the interest  rates we pay on our deposits have repriced  upwards faster
than the interest rates that we earn on our loans and  investments.  The federal
funds  rate was  lowered  in  September,  October,  and  December  2007,  for an
aggregate  decrease  of 100 basis  points.  At  present,  the  curve  continues,
however, to be relatively flat.

         Interest  rates also affect how much money we lend.  For example,  when
interest rates rise, the cost of borrowing  increases and loan originations tend
to decrease. In addition,  changes in interest rates can affect the average life
of loans and  investment  securities.  A reduction in interest  rates  generally
results in increased  prepayments of loans and  mortgage-backed  securities,  as
borrowers  refinance  their debt in order to reduce their  borrowing  cost. This
causes  reinvestment  risk,  because  we  generally  are not  able  to  reinvest
prepayments  at rates that are  comparable to the rates we earned on the prepaid
loans or  securities.  Changes in market  interest  rates  could also reduce the
value of our financial assets. If we are unsuccessful in managing the effects of
changes in interest  rates,  our  financial  condition and results of operations
could suffer.

A portion  of our total  loan  portfolio  consists  of  commercial  real  estate
mortgage loans,  commercial  loans and  construction  loans.  The repayment risk
related  to  these  types of loans is  considered  to be  greater  than the risk
related to one- to four-family residential loans.

         Our loan portfolio  includes  commercial  real estate  mortgage  loans,
commercial  loans and  construction  loans.  Unlike single family or one-to-four
family residential  mortgage loans, which generally are made on the basis of the
borrower's  ability  to make  repayment  from his or her  employment  and  other
income,  and which are secured by real property with values that tend to be more
easily  ascertainable,  commercial  loans typically are made on the basis of the
borrower's  ability  to make  repayment  from  the cash  flow of the  borrowers'
business,  which may include rental income.  The repayment of construction loans
for residential and commercial land acquisition and development, including loans
to  builders  and  developers,  is  dependent,  in part,  on the  success of the
ultimate construction project. In addition, commercial real estate mortgages and
construction  loans to  builders  and  developers  generally  result  in  larger
balances  to single  borrowers,  or related  groups of  borrowers,  than one- to
four-family loans.

                                       19

<PAGE>

Strong   competition   within  our   market   area  may  limit  our  growth  and
profitability.

         Competition in the banking and financial  services industry is intense.
Many of our competitors have substantially  greater resources and lending limits
than  we do  and  offer  services  that  we do  not  or  cannot  provide.  Price
competition  for loans might result in us  originating  fewer loans,  or earning
less on our loans, and price competition for deposits might result in a decrease
in our total deposits or higher rates on our deposits.

Our business is  geographically  concentrated in southeastern  Louisiana,  and a
downturn in conditions  in this market area could have an adverse  impact on our
profitability.

         A substantial  amount of our loans are to individuals and businesses in
our primary market area.  The regional  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.

If we experience  loan losses in excess of our  allowance,  our earnings will be
adversely affected.

         The risk of credit  losses on loans  varies with,  among other  things,
general economic  conditions,  the type of loan being made, the creditworthiness
of the borrower  over the term of the loan and, in the case of a  collateralized
loan, the value and  marketability  of the  collateral for the loan.  Management
maintains an  allowance  for loan losses based upon  historical  experience,  an
evaluation of economic  conditions and regular reviews of delinquencies and loan
portfolio quality. If management's  assumptions and judgments about the ultimate
collectibility of the loan portfolio prove to be incorrect and the allowance for
loan losses is  inadequate to absorb future losses or if we are required to make
material  additions  to  the  allowance,  our  earnings  and  capital  could  be
significantly and adversely affected.

We operate in a highly  regulated  environment and may be adversely  affected by
changes in laws and regulations.

         We are subject to extensive regulation,  supervision and examination by
the Office of Thrift Supervision and the Federal Deposit Insurance  Corporation.
Such  regulation and  supervision  govern the activities in which an institution
and its  holding  companies  may  engage  and  are  intended  primarily  for the
protection of the insurance fund and  depositors.  Regulatory  authorities  have
extensive  discretion  in  connection  with their  supervisory  and  enforcement
activities,  including  the  imposition of  restrictions  on the operation of an
institution, the classification of assets by the institution and the adequacy of
an  institution's  allowance for loan losses.  Any change in such regulation and
oversight,   whether  in  the  form  of  regulatory  policy,   regulations,   or
legislation,  including  changes in the  regulations  governing  mutual  holding
companies, could have a material impact on us and our operations.

Item 1B. Unresolved Staff Comments
----------------------------------

         Not applicable.

                                       20

<PAGE>

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

         The Bank  operates  from  its main  office  located  at 1120  Jefferson
Terrace,  New Iberia,  Louisiana and currently has nineteen other  offices.  The
Bank's total  investment in office property and equipment was $37.9 million with
a net book value of $26.1 million at September 30, 2007.

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

         At September 30, 2007,  neither the Company nor its  subsidiaries  were
involved in any pending  legal  proceedings,  other than routine  legal  matters
occurring in the ordinary  course of business,  which in the  aggregate  involve
amounts which are believed by  management  to be immaterial to the  consolidated
financial condition or results of operations of the Company.

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

         None.

                                     PART II

Item 5. Market for 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, 2007 (the "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,
2007.

<TABLE>
<CAPTION>
                                                 ISSUER PURCHASES OF EQUITY SECURITIES
                                                                                               (d)
                                                                        (c)               Maximum Number
                                   (a)                             Total Number of        (or Approximate
                                  Total             (b)           Shares (or Units)       Dollar Vlaue) of
                                  Number          Average         Purchased as Part       Shares (or Units)
                                of Shares        Price Paid          of Publicly           that May Yet be
                                (or Units)       Per Share         Announced Plans       Purchased Under the
                                Purchased        or (Unit)           or Programs          Plans or Programs
                               -------------  ---------------  ---------------------- ------------------------
<S>                                  <C>     <C>                              <C>              <C>

July 1-31, 2007                           -                -                       -                   62,900
August 1-31, 2007                     1,400            42.00                   1,400                   61,500
September 1-30, 2007                      -                -                       -                   61,500
                               -------------    -------------  ----------------------
     Total                            1,400   $        42.00                   1,400
                               =============    =============  ======================
</TABLE>

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

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

                                       21

<PAGE>

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

         The  above-captioned  information  appears under the heading "Asset and
Liability Management - Interest Rate Sensitivity  Analysis" in the Annual Report
and is incorporated herein by reference.

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

         The  Company's  consolidated  financial  statements,  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.

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.

         (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, Executive Officers and Corporate Governance
---------------------------------------------------------------

         The  information  that  appears  under  the  headings   "Directors  and
Executive   Officers  of  the  Company"  and   "Corporate   Governance"  in  the
Registrant's  definitive proxy statement for the Registrant's  Annual Meeting of
Stockholders to be held in January 2008 (the "Proxy  Statement") is incorporated
herein by reference.

         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.

                                       22

<PAGE>

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

         The   above-captioned    information   appears   under   the   headings
"Compensation  Discussion and Analysis," "Named Executive Officer  Compensation"
and "Director Compensation" in the Proxy Statement and is incorporated herein by
reference.

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

    (a)  Securities Authorized for Issuance Under Equity Compensation Plans

         Set forth below is information as of September 30, 2007 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                                     Remaining Available for
                                           to be Issued Upon            Weighted-Average            Future Issuance Under
                                              Exercise of               Exercise Price of            Equity Compensation
                                          Outstanding Options,         Outstanding Options,      Plans (Excluding Securities
                                          Warrants and Rights          Warrants and Rights          Reflected in Column (a))
                                         ---------------------         --------------------      ---------------------------
<S>                                        <C>                          <C>                              <C>
Equity compensation plans
   approved by shareholders:                      152,385                $         32.61                         234,761
Equity compensation plans not
   approved by stockholders:                       44,978                          23.06                               -
                                         ----------------                ---------------                ----------------
    Total                                         197,363                $         30.43                         234,761
                                         ================                ===============                ================
</TABLE>

         For  information  regarding the material  features of the  Registrant's
equity compensation plans, see Note 15 to the Consolidated  Financial Statements
included as part of Exhibit 13 to this report.

     (b) Security Ownership of Certain Beneficial Owners

         Information  required by this item is incorporated herein by  reference
         to the first table appearing within the Proxy  Statement,  which  shows
         the  number of  shares  of  the  Company's  common  stock  owned by all
         persons and  entities  who were known by the Company to be  beneficial
         owners of more than 5% of the Company's outstanding common stock as of
         the  voting  record  date  for  the  Registrant's  Annual  Meeting  of
         Stockholders to be held in January 2008.

     (c) Security Ownership of Management

         Information  required  by this item is incorporated herein by reference
         to the  section  captioned  "Directors  and  Executive  Officers of the
         Company" in the Proxy Statement.

     (d) Changes in Control

         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.

                                       23

<PAGE>

Item  13.  Certain   Relationships  and  Related   Transactions,   and  Director
--------------------------------------------------------------------------------
Independence
------------

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

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  report  of  the
independent  registered public accounting firm are included in the Annual Report
are incorporated herein by reference:
<TABLE>
<CAPTION>
<S>          <C>
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of September 30, 2007 and 2006
Consolidated Statements of Income For the Years Ended September 30, 2007, 2006 and 2005
Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 2007, 2006 and 2005
Consolidated Statements of Cash Flows for the Years Ended September 30, 2007, 2006 and 2005
Notes to Consolidated Financial Statements
</TABLE>

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

         (3)      Exhibits

                  The following exhibits are filed as part of this report:
<TABLE>
<CAPTION>
<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******
          10.9  Employment Agreement between Teche Holding Company and Patrick O. Little
          10.10 Employment Agreement between Teche Federal Bank and Patrick O. Little
          10.11 Teche Federal Bank Change in Control Severance Agreement for executive officers
          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, 2007
          21    Subsidiaries of the Registrant (see "Item 1 Business - Subsidiary Activity" herein)
</TABLE>

                                       24

<PAGE>
<TABLE>
<CAPTION>
<S>    <C>
          23   Consent of Dixon Hughes PLLC, Independent Registered Public Accounting Firm
          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

*         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.

</TABLE>

                                       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.

<TABLE>
<CAPTION>
<S>                                                     <C>
                                                              TECHE HOLDING COMPANY


Dated: December 31, 2007                                              /s/Patrick O. Little
                                                                      ----------------------------------------------
                                                              By:     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 31, 2007.


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


/s/Ernest Freyou                                              /s/Donelson T. Caffery, Jr.
--------------------------------------------------------      ------------------------------------------------------
Ernest Freyou                                                 Donelson T. Caffery, Jr.
Director                                                      Director


/s/Mary Coon Biggs                                            /s/W. Ross Little, Jr.
--------------------------------------------------------      ------------------------------------------------------
Mary Coon Biggs                                               W. Ross Little, Jr.
Director                                                      Director and Secretary


/s/Henry L. Friedman                                          /s/Thomas F. Kramer
--------------------------------------------------------      ------------------------------------------------------
Henry L. Friedman                                             Thomas F. Kramer
Director                                                      Director


/s/Robert Judice, Jr.                                         /s/Robert L. Wolfe, Jr.
--------------------------------------------------------      ------------------------------------------------------
Robert Judice, Jr.                                            Robert L. Wolfe, Jr.
Director                                                      Director

</TABLE>

                                       26