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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-KSB

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 [Fee Required]

                  For the fiscal year ended September 30, 1996

                                       OR

[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 [No Fee Required]

                For the transition period from _______ to _______

         Commission file number 0-25486.

                        ST. LANDRY FINANCIAL CORPORATION
        (Exact Name of Small Business Issuer as Specified in its Charter)

             Delaware                                           72-1284436
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                         Identification No.)

459 East St. Landry Street, Opelousas, Louisiana                   70570
     (Address of principal executive offices                     (Zip Code)

Issuer's telephone number, including area code: (318) 942-5748

           Securities Registered Pursuant to Section 12(b) of the Act:

                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                                (Title of Class)

         Check whether the Issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past twelve  months (or for
such shorter period that the Issuer was required to file such reports),  and (2)
has been subject to such requirements for the past 90 days. YES [X] NO [ ]

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained, to the best of Issuer's knowledge, in definitive proxy or information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

         The  Issuer  had $4.1  million  in  gross  income  for the  year  ended
September 30, 1996.

         As of September  30, 1996,  there were issued and  outstanding  459,093
shares of the Issuer's Common Stock.  The Issuer's voting stock is not regularly
and actively traded,  and there are no regularly quoted bid and asked prices for
the Issuer's  voting stock.  Accordingly,  the Issuer is unable to determine the
aggregate market value of the voting stock held by non-affiliates.

                       DOCUMENTS INCORPORATED BY REFERENCE

PARTS II and IV of Form  10-KSB--1996  Annual  Report to  Stockholders.
PART III of Form 10-KSB--Proxy Statement for the 1996 Annual Meeting of
 Stockholders.

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<PAGE>



                                     PART I

Item  1. Description of Business

General

         St. Landry Financial  Corporation ("St.  Landry" or the "Company") is a
Delaware  corporation  which was organized in 1995 by First Federal  Savings and
Loan  Association of Opelousas  ("First Federal" or the  "Association")  for the
purpose  of  becoming  a thrift  institution  holding  company.  First  Federal,
headquartered  in  Opelousas,  Louisiana,  was  founded  in 1957 as a  federally
chartered  institution.  Its deposits are insured up to applicable limits by the
FDIC. In April 1995, the Association converted to the stock form of organization
through  the sale and  issuance  of 459,093  shares of its  common  stock to the
Company.  The  principal  asset of the Company is the  outstanding  stock of the
Association,  its wholly owned subsidiary. The Company presently has no separate
operations  and its business  consists only of the business of the  Association.
All references to the Company, unless otherwise indicated, at or before April 5,
1995 refer to the Association.

         First   Federal   has  been,   and   intends  to   continue  to  be,  a
community-based   financial  institution  that  offers  a  variety  of  selected
financial services to meet the needs of the community it serves. The Association
attracts  retail  deposits  from the  general  public  and  primarily  uses such
deposits to originate one- to  four-family  residential  mortgages.  To a lesser
extent  the  Association  also  originates   commercial  real  estate,  one-  to
four-family  construction  and consumer loans.  The  Association  also purchases
mortgage-backed securities and invests in U.S. Government and agency obligations
and other permissible investments.  See "--Lending Activities" and "--Investment
Activities."

         At September 30, 1996, the  Association's  loans  receivable  portfolio
totalled $41.2 million,  which consisted of $35.6 million of one- to four-family
residential  mortgage  loans,  $2.9 million of  commercial  real estate and land
loans,  $1.3 million of  construction  or development  loans and $1.4 million in
consumer loans.

         First Federal's primary market area is St Landry Parish,  Louisiana. At
September 30, 1996, the Company had total assets of $56.9  million,  deposits of
$42.0 million and stockholders' equity of $6.7 million (12% of total assets).

         The  executive  offices of the  Company  are located at 459 East Landry
Street, Opelousas,  Louisiana 70570, and the telephone number at that address is
(318) 942-5748.

Lending Activities

         General.  Historically,  the Association  originated fixed-rate one- to
four-family mortgage loans for retention in its portfolio.  In the early 1980's,
the Association  began the origination of adjustable rate mortgage ("ARM") loans
for retention in its portfolio,  in order to increase the percentage of loans in
its portfolio with more frequent repricing or shorter maturities than fixed-rate
mortgage loans.  However,  borrowers in the local market area traditionally have
favored fixed-rate products which has limited the Association's ability to


<PAGE>



originate  ARMs.  As a  result,  the  Association  has  continued  to  originate
fixed-rate residential mortgage loans in response to consumer demand.

         The  Association's  primary  focus  in  lending  activities  is on  the
origination  of loans  secured  by first  mortgages  on  owner-occupied  one- to
four-family  residences.  To a lesser extent,  the Association  originates loans
secured by commercial real estate, one- to four-family construction and consumer
loans.  At September  30, 1996,  the  Association's  net loans held in portfolio
totalled $39.9 million, which constituted 70% of the Association's total assets.

         The Loan  Committee of the  Association,  comprised  of Directors  Roy,
Wolfe  and  Dunbar,   has  the   responsibility   for  the  supervision  of  the
Association's  loan  portfolio  with an overview by the full Board of Directors.
Loans may be approved by the Loan Committee,  depending on the size of the loan,
with all loans subject to ratification by the full Board of Directors.  Loans in
excess of $250,000 require full board approval. In addition, foreclosure actions
or the taking of  deeds-in-lieu  of foreclosure  are subject to oversight by the
Board of Directors.

         The aggregate amount of loans that the Association is permitted to make
under  applicable  federal  regulations to any one borrower,  including  related
entities,  or the aggregate  amount that the Association  could have invested in
any one real estate  project,  is  generally  the  greater of 15% of  unimpaired
capital and surplus or $500,000. See "Regulation--Federal  Regulation of Savings
Associations."  At September 30, 1996, the maximum amount which the  Association
could have lent to any one  borrower  and the  borrower's  related  entities was
approximately $1.0 million.  At September 30, 1996, the Association had no loans
or lending  relationships with an outstanding  balance in excess of this amount.
The Association's  largest lending  relationship was a loan to a single borrower
aggregating  $576,000 at  September  30,  1996,  and was secured by an apartment
building under construction. The next largest lending relationships at that date
consisted  of a  $471,000  loan  secured  by one- to  four-  family  residential
property and a $403,000 loan secured by a church.  At September 30, 1996, all of
these loans was performing in accordance with their respective repayment terms.



<PAGE>



         Loan Portfolio  Composition.  The following information  concerning the
composition of the Association's  rates loan portfolios in dollar amounts and in
percentages (before deductions for loans in process, deferred fees and discounts
and allowances for losses) as of the dates indicated.
<TABLE>
<CAPTION>


                                                                          September 30,
                                                ------------------------------------------------------------
                                                      1994                  1995                 1996
                                                ----------------   ---------------------    ----------------
                                                Amount   Percent   Amount        Percent    Amount   Percent
                                                ------   -------   ------        -------    ------   -------
                                                                    (Dollars in Thousands)
<S>                                            <C>       <C>      <C>           <C>       <C>        <C>
Real Estate Loans:
 One- to four-family .....................      $31,074   89.69%   $34,665       89.52%    $35,635    86.41%
 Commercial ..............................        1,428    4.12      1,728        4.46       2,891     7.01
 Construction ............................        1,604    4.63      1,556        4.02       1,295     3.14
                                                -------   -----    -------       -----     -------    -----
     Total real estate loans .............       34,106   98.44     37,949       98.00      39,821    96.56
                                                -------   -----    -------       -----     -------    -----
 Consumer Loans:
  Deposit account ........................          474    1.36        606        1.57         705     1.71
  Automobile .............................           --      --         --          --         479     1.16
  Mobile homes ...........................           35     .10         74         .19         147      .36
  Other ..................................           33     .10         91         .24          88      .21
                                                          -----     ------       -----      ------    -----
     Total consumer loans ................          542    1.56        771        2.00       1,419     3.44
                                                -------   -----     ------       -----      ------    -----
     Total loans .........................       34,648  100.00%    38,720      100.00%     41,240   100.00%
                                                -------  ======     ------      ======      ------   ======

Less:
 Loans in process ........................          900                885                     711
 Deferred fees and discounts .............           94                 90                      93
 Allowance for losses ....................          351                389                     580
                                                -------             ------                  ------
 Total loans receivable, net .............      $33,303            $37,356                 $39,856
                                                =======            =======                 =======
</TABLE>


<PAGE>



         The following  table shows the  composition of the  Association's  loan
portfolios by fixed- and adjustable-rate at the dates indicated.

<TABLE>
<CAPTION>
                                                                  September 30,
                                             ------------------------------------------------------
                                                    1994              1995              1996
                                             -----------------  ----------------  -----------------
                                             Amount    Percent  Amount   Percent  Amount    Percent
                                             ------    -------  ------   -------  ------    -------
                                                                   (Dollars in Thousands)
<S>                                          <C>       <C>      <C>      <C>      <C>       <C>        
Fixed-Rate Loans:
 Real estate:
  One- to four-family....................... $10,405    30.03%  $11,891   30.71%  $12,263    29.74%
  Commercial................................      61      .18        76     .19        34      .08
  Construction..............................     797     2.30       100     .26       409      .99
                                             -------   ------   -------  ------   -------    -----
     Total real estate loans................  11,263    32.51    12,067   31.16    12,706    30.81
 Consumer...................................      35      .10       165     .42       714     1.73
                                             -------   ------   -------  ------   -------    -----
     Total fixed-rate loans.................  11,298    32.61    12,232   31.58    13,420    32.54
                                             -------   ------   -------  ------   -------    -----

Adjustable-Rate Loans:
 Real estate:
  One- to four-family.......................  20,669    59.65    22,774   58.82    23,372    56.67
  Commercial................................   1,367     3.95     1,652    4.27     2,857     6.93
  Construction..............................     807     2.33     1,456    3.76       886     2.15
                                             -------   ------   -------  ------   -------   ------
     Total real estate loans................  22,843    65.93    25,882   66.85    27,115    65.75
 Consumer...................................     507     1.46       606    1.57       705     1.71
                                             -------   ------   -------  ------   -------   ------
     Total adjustable-rate loans............  23,350    67.39    26,488   68.42    27,820    67.46
                                             -------   ------   -------  ------   -------   ------
     Total loans............................  34,648   100.00%   38,720  100.00%   41,240   100.00%
                                             -------   ======   -------  ======   -------   ======

Less:
 Loans in process...........................     900                885               711
 Deferred fees and discounts................      94                 90                93
 Allowance for loan losses..................     351                389               580
                                             -------            -------           -------
    Total loans receivable, net............. $33,303            $37,356           $39,856
                                             =======            =======           =======


</TABLE>

<PAGE>



         The following schedule illustrates the interest rate sensitivity of the
Association's  loan  portfolio  at  September  30,  1996.  Mortgages  which have
adjustable or renegotiable  interest rates are shown as terms to repricing.  The
Association  is  unable  to  provide  this  information   based  on  contractual
maturities. The schedule does not reflect the effects of possible prepayments or
enforcement of due-on-sale clauses.

<TABLE>
<CAPTION>


                                                     Real Estate
                        ----------------------------------------------------------------    
                        One- to Four-Family         Commercial          Construction            Consumer               Total
                        -------------------     ------------------    ------------------    ------------------    ------------------
                                  Weighted                Weighted              Weighted              Weighted              Weighted
                                   Average                 Average               Average               Average               Average
                         Amount     Rate         Amount     Rate        Amount    Rate        Amount     Rate       Amount     Rate
                        -------   ---------     -------   --------     -------  --------     -------  --------     -------  --------
                                                                   (Dollars in Thousands)
<S>                     <C>       <C>           <C>       <C>          <C>      <C>          <C>      <C>          <C>       <C>
     Due During 
   Periods Ending
    September 30,
--------------------
1997................   $24,655        7.29%     $ 2,644      7.90%     $ 1,295      7.86%     $  733      6.62%    $29,327     7.35%
1998 and 1999.......       408        9.45           37     10.03          ---        ---        167      9.62         612     9.53
2000 and 2001.......       268        9.87           24     11.93          ---        ---        507     17.68         799    14.89
2002 to 2006........     1,774        9.28          158      9.29          ---        ---         12     17.00       1,944     9.33
2007 to 2021........     5,909        8.74           28      9.42          ---        ---        ---       ---       5,937     8.74
2022 and following..     2,621        8.57          ---       ---          ---        ---        ---       ---       2,621     8.57
                       -------                  -------                -------                ------               -------
                       $35,635                  $ 2,891                $ 1,295                $1,419               $41,240
                       =======                  =======                =======                ======               =======
</TABLE>



         The total amount of loans due to mature or reprice after  September 30,
1996 which have  predetermined  interest rates is $13.4 million,  and which have
floating or adjustable interest rates is $27.8 million.




<PAGE>



         One- to  Four-Family  Residential  Mortgage  Lending.  The  Association
focuses its lending efforts  primarily on the origination of conventional  loans
for the  acquisition  of  owner-occupied,  one- to  four-family  residences.  At
September 30, 1996, the Association's one- to four-family  residential  mortgage
loans totalled $35.6 million,  or 86% of the Association's gross loan portfolio.
The Association originates these loans primarily from referrals from real estate
agents, existing customers and walk-in customers.

         The Association currently offers  adjustable-rate and fixed-rate loans.
During the year ended  September  30,  1996,  the  Association  originated  $6.4
million of adjustable-rate  real estate loans, 91% of which were secured by one-
to four-family  residential real estate. During the same period, the Association
originated $1.7 million of fixed-rate real estate loans,  virtually all of which
were secured by one- to four-family  residential real estate.  The Association's
one- to four-family  residential mortgage originations are secured by properties
primarily located in its market area.

         The Association  currently  originates one- to four-family  residential
mortgage  loans in  amounts  up to 90% of the  appraised  value of the  security
property.  The terms of such loans are  generally for up to a maximum term of 30
years.  Interest  charged  on  these  mortgage  loans  is  competitively  priced
according to local market conditions.

         The Association currently offers ARMs with one year annual adjustments.
All of the ARM loans are generally  offered at a margin over the 11th District's
cost of funds. ARM loans currently offered by the Association generally provided
for  up to a two  percent  annual  cap  and a  lifetime  cap  of 12  1/2%.  As a
consequence  of using caps,  the  interest  rates on the ARMs may not be as rate
sensitive as the Association's cost of funds. Borrowers of adjustable rate loans
are qualified at the fully-indexed rate of interest.

         In underwriting one- to four-family  residential real estate loans, the
Association  evaluates both the borrower's  ability to make monthly payments and
the value of the property  securing the loan.  Properties  securing  real estate
loans  made  by  First  Federal  are  currently  appraised  by  independent  fee
appraisers  approved and  qualified  by the Board of  Directors.  First  Federal
generally  requires  borrowers to obtain an opinion of title and fire,  property
and flood  insurance  (if required) in an amount not less than the amount of the
loan. Real estate loans originated by the Association  generally  contain a "due
on sale" clause allowing the Association to declare the unpaid principal balance
due and payable upon the sale of the security property.

         Commercial Real Estate Lending.  The Association  engages in commercial
real estate lending,  including  permanent loans secured  primarily by churches,
office  buildings,   apartment  buildings  and  retail   establishments  in  the
Association's  primary market area. At September 30, 1996, the  Association  had
$2.9  million of  commercial  real  estate  loans  which  represented  7% of the
Association's  gross loan  portfolio.  Included  in  commercial  real  estate is
approximately $461,000 of loans to individuals secured by vacant land located in
the Association's market area.

         Generally, commercial real estate loans originated by First Federal are
adjustable-rate  loans,  with annual  adjustments based upon the 11th District's
cost of funds,  subject to  limitations on the maximum annual and total interest
rate increase or decrease over the life of


<PAGE>



the loan.  Commercial  real  estate  loans  typically  do not  exceed 75% of the
appraised value of the property  securing the loan.  First Federal  analyzes the
financial  condition  of  the  borrower,  the  borrower's  credit  history,  the
reliability  and  predictability  of the net income  generated  by the  property
securing  the  loan  and the  value  of the  property  itself.  The  Association
generally requires personal guaranties of the borrowers,  which are supported by
financial  statements,  in addition to the security  property as collateral  for
such loans.  Appraisals  on  properties  securing  commercial  real estate loans
originated  by the  Association  are  generally  performed  by  independent  fee
appraisers approved by the Board of Directors.

         Loans  secured  by  commercial  real  estate are  generally  larger and
involve a greater  degree of credit  risk than one- to  four-family  residential
mortgage loans. Commercial real estate loans typically involve large balances to
single  borrowers  or groups of related  borrowers.  Because  payments  on loans
secured  by  commercial  real  estate  are  often  dependent  on the  successful
operation  or  management  of the  properties,  repayment  of such  loans may be
subject to adverse  conditions in the real estate market or the economy.  If the
cash flow from the project is reduced (for  example,  if leases are not obtained
or renewed), the borrower's ability to repay the loan may be impaired.

         Construction  Lending.  The Association  engages in a limited amount of
construction  lending,  with $1.3  million or 3% of its gross loan  portfolio in
construction loans as of September 30, 1996.  Generally,  such loans are made to
owner-occupants  for  the  construction  of  one-  to  four-family   residences.
Currently, such loans are offered with terms to maturity of up to six months and
in amounts  generally up to 90% of the appraised value of the security  property
which then convert to permanent loans at the end of the  construction  phase. At
September 30, 1996, the  Association had a single  non-residential  construction
loan of $576,000 secured by an apartment building.

         The   Association's   construction   loans   require   the  payment  of
interest-only  on a monthly basis.  The Association  makes the permanent loan on
the underlying property  consistent with its underwriting  standards for one- to
four-family residences.  The Association usually disburses funds on construction
loans directly to the builder,  or jointly to the individual and supplier if the
individual is acting as its own general  contractor,  at certain intervals based
upon the completed  percentage of the project.  Inspections  of loans in process
are performed by the Association's staff.

         Nevertheless, construction lending is generally considered to involve a
higher level of credit risk than one- to four-family  residential  lending since
the risk of loss on construction loans is dependent  largely,  upon the accuracy
of the initial  estimate of the individual  property's  value upon completion of
the project and the estimated cost (including  interest) of the project.  If the
cost  estimate  proves to be  inaccurate,  the  Association  may be  required to
advance funds beyond the amount originally committed to permit completion of the
project.  In an effort to reduce these risks, the application process includes a
submission to the Association of accurate plans, specifications and costs of the
project to be constructed. These items are also used as a basis to determine the
appraised  value of the  subject  property.  Loans  are  based on the  lesser of
current appraised value and/or the cost of construction (land plus building).



<PAGE>



         Consumer  Lending.  First  Federal  currently  offers loans  secured by
deposit  accounts  and mobile  homes,  as well as a limited  number of unsecured
loans to existing  customers.  Substantially all of the  Association's  consumer
loans  originated by the Association were originated in its primary market area.
At September 30, 1996, the Association's  consumer loan portfolio  totalled $1.4
million, or 3% of its total gross loan portfolio. The majority of consumer loans
are secured by savings accounts and automobiles.

         During fiscal 1996, the Association purchased a group of consumer loans
secured by used automobiles totalling $503,000.  These loans were purchased from
a loan broker which initially  retained  servicing  rights.  The Association has
experienced difficulties in obtaining information and payments from the servicer
and  subsequent  to  September  30,  1996,  a new  servicer  has taken  over the
responsibility  for servicing  this  portfolio.  As a result,  $314,000 of these
loans have been classified as substandard under the Association's classification
of assets system. In addition,  the Association increased its provision for loan
losses  during  fiscal 1996  partially  as a result of the  performance  of this
portfolio.

         Consumer loan terms vary according to the type and value of collateral,
length of  contract  and  creditworthiness  of the  borrower.  The  underwriting
standards employed by the Association for consumer loans include an application,
a determination  of the applicant's  payment history on other debts,  employment
stability and an assessment of ability to meet existing obligations and payments
on the proposed loan.  Although  creditworthiness  of the applicant is a primary
consideration,  the underwriting process also includes a comparison of the value
of the security, if any, in relation to the proposed loan amount.

         Consumer  loans may entail  greater risk than do  residential  mortgage
loans, particularly in the case of consumer loans which are unsecured or secured
by  rapidly  depreciable  assets  such  as  automobiles.   In  such  cases,  any
repossessed collateral for a defaulted consumer loan may not provide an adequate
source of repayment of the  outstanding  loan balance as a result of the greater
likelihood of damage, loss or depreciation.  The remaining deficiency often does
not warrant further  substantial  collection  efforts  against the borrower.  In
addition,  consumer 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.  Furthermore,  the application of
various  federal and state laws,  including  federal  and state  bankruptcy  and
insolvency laws, may limit the amount which can be recovered on such loans. Such
loans may also give rise to claims  and  defenses  by a consumer  loan  borrower
against an assignee of such loan such as the Association,  and a borrower may be
able to assert  against such assignee  claims and defenses  which it has against
the seller of the  underlying  collateral.  Consumer  loan  delinquencies  often
increase over time as the loans age.

Originations, Purchases, Sales and Servicing of Loans

         Real estate loans are generally  originated by First Federal's staff of
salaried loan officers. Loan applications are taken and processed at its office.
In fiscal 1996, the Association  originated  $8.7 million of loans,  compared to
$10.1  million,  $8.1 million and $5.9  million in fiscal  1995,  1994 and 1993,
respectively.  Management  attributes the increase in  originations to sustained
low interest rates during fiscal 1994 and 1995. During fiscal


<PAGE>



1996,  there was a slight  decrease  in the dollar  amount of  originations  due
primarily  to the fact that the loans were not as large and in part because of a
slight rise in interest rates.

         In periods of economic uncertainty,  including,  rising interest rates,
depressed real estate values and slowing of economic activity, the Association's
ability  to  originate  large  dollar  volumes  of  real  estate  loans  may  be
substantially  reduced or restricted  with a resultant  decrease in related loan
origination fees, other fee income and operating earnings.  The Association does
not currently  purchase loans because there is sufficient  product available for
origination but will consider favorable purchase opportunities as they arise.

         The  following  table shows the loan  origination,  purchase,  sale and
repayment activities of the Association for the periods indicated.

<TABLE>
<CAPTION>

                                                     Year Ended September 30,
                                                 -------------------------------     
                                                   1994        1995       1996
                                                   ----        ----       ----
                                                        (In Thousands)
<S>                                               <C>         <C>        <C> 
Originations by type:
 Adjustable rate:
  Real estate - one- to four-family.........     $ 4,438     $ 5,561     $5,826
              - commercial..................         516       1,361        551
  Consumer..................................         218         613        459
                                                 -------     -------     ------
         Total adjustable-rate..............       5,172       7,535      6,836
                                                 -------     -------     ------
 Fixed rate:
  Real estate - one- to four-family.........       2,903       2,418      1,717
              - commercial..................         ---           6         25
  Consumer..................................          31          94         76
                                                 -------     -------     ------
         Total fixed-rate...................       2,934       2,518      1,818
                                                 -------     -------     ------
         Total loans originated.............       8,106      10,053      8,654
                                                 -------     -------     ------

Purchases:
 Total purchased............................         ---         ---        503
                                                 -------     -------     ------

Sales and Repayments:
  Total sales...............................         ---         ---        ---
  Principal repayments......................       4,451       3,625      5,133
                                                 -------     -------     ------
         Total reductions...................       4,451       3,625      5,133
                                                 -------     -------     ------
  Increase (decrease) in other items,
    net(1)..................................      (2,596)     (2,375)    (1,523)
                                                 -------     -------     ------
         Net increase (decrease)............     $ 1,059     $ 4,053     $2,501
                                                 =======     =======     ======
<FN>
------------------
(1) Primarily existing loans refinanced by the Association.
</FN>
</TABLE>

Asset Quality

         When a  borrower  fails  to make a  required  payment  on a  loan,  the
Association  attempts to cause the  delinquency  to be cured by  contacting  the
borrower.  Initially,  a payment reminder is sent five and 20 days after the due
date, if payment has not been received.  If the  delinquency is not cured by the
30th day,  contact with the borrower may be made by phone and by another letter.
Additional  written and oral  contacts may be made with the borrower  between 30
and 60 days after the due date. If the delinquency  continues for a period of 60
days, the Association  usually sends a default letter to the borrower and, after
90


<PAGE>



days, institutes appropriate action to foreclose on the property. If foreclosed,
the property is sold at public auction and may be purchased by the  Association.
Delinquent consumer loans are handled in a generally similar manner, except that
when the payment is 45 days past due, the loan is referred to the  Association's
counsel for collection.  The Association's  procedures for repossession and sale
of consumer  collateral  are  subject to various  requirements  under  Louisiana
consumer protection laws.

         Generally,  when a loan becomes delinquent 90 days or more, or when the
collection of principal or interest becomes doubtful, the Association will place
the loan on a non-accrual  status and, as a result,  previously accrued interest
income on the loan is taken out of current income. Each account is handled on an
individual  basis. The loan will be transferred back to an accrual status if the
borrower brings the loan current.

         The following table sets forth the  Association's  loan  delinquencies,
approximately  $1.0  million  are  secured  by one- to  four-family  residences,
$199,000 are secured by automobiles, and $12,000 are unsecured.

<TABLE>
<CAPTION>
                                                               Total Loans
                            Loans Delinquent For:               Delinquent
                        60-89 Days      90 Days and Over      60 Days or More
                     ---------------    ----------------      ---------------  
                     Number   Amount    Number    Amount      Number   Amount
                     ------   ------    ------    ------      ------   ------
                                     (Dollars in Thousands)
<S>                   <C>      <C>       <C>       <C>         <C>      <C>
Total......           19       $441       35       $802         77      $1,243
                      ==       ====       ==       ====         ==      ======
</TABLE>

<PAGE>



         Non-Performing  Assets.  The table  below  sets forth the  amounts  and
categories of non-performing assets in the Association's loan portfolio.  At all
dates presented,  the Association had no accruing loans which were contractually
past due 90 days or more and no  troubled  debt  restructurings  (which  involve
forgiving a portion of interest or  principal  on any loans or making loans at a
rate  materially  less than that of market  rates).  Foreclosed  assets  include
assets acquired in settlement of loans.

<TABLE>
<CAPTION>

                                                    September 30,
                                        ------------------------------------
                                        1992    1993    1994    1995    1996
                                        ----    ----    ----    ----    ----
                                                (Dollars in Thousands)
<S>                                   <C>       <C>     <C>     <C>     <C>
Non-accruing loans:
  One- to four-family ..............   $  662    $390    $561    $581    $618
  Consumer .........................     --       --      --       19     184
                                       ------    ----    ----    ----    ----
    Total ..........................      662     390     561     600     802
                                       ------    ----    ----    ----    ----
Foreclosed assets:
  One- to four-family ...............     565     274      69      56     131
                                       ------    ----    ----    ----    ----
     Total ..........................     565     274      69      56     131
                                       ------    ----    ----    ----    ----
Total non-performing assets ........   $1,227    $664    $630    $656    $933
                                       ======    ====    ====    ====    ====
Total as a percentage of total
   assets............................    2.56%   1.38%   1.32%   1.23%   1.64%
                                       ======    ====    ====    ====    ====
</TABLE>

         For the year ended September 30, 1996 gross interest income which would
have been recorded had the  non-accruing  loans been current in accordance  with
their  original  terms  amounted to $101,000.  The amounts that were included in
interest  income on such loans were  $58,000  for the year ended  September  30,
1996.

         The majority of the Association's  non-performing assets are secured by
one- to four-family  residential  property.  No single loan or real estate owned
had an outstanding balance in excess of $145,000.

         Classified Assets.  Federal  regulations provide for the classification
of loans and other assets such as debt and equity  securities  considered by the
OTS to be of lesser quality as "substandard,"  "doubtful" or "loss." An asset is
considered  "substandard"  if it is  inadequately  protected  by the current net
worth and paying capacity of the obligor or of the collateral  pledged,  if any.
"Substandard"  assets include those characterized by the "distinct  possibility"
that the savings  association  will sustain "some loss" if the  deficiencies are
not  corrected.  Assets  classified  as  "doubtful"  have all of the  weaknesses
inherent in those classified  "substandard," with the added  characteristic that
the weaknesses present make "collection or liquidation in full," on the basis of
currently  existing facts,  conditions,  and values,  "highly  questionable  and
improbable."  Assets  classified as "loss" are those considered  "uncollectible"
and  of  such  little  value  that  their  continuance  as  assets  without  the
establishment of a specific loss reserve is not warranted.

         When  a  savings  association   classifies  problem  assets  as  either
substandard or doubtful,  it may establish general allowances for loan losses in
an amount  deemed  prudent by  management.  General  allowances  represent  loss
allowances which have been established to recognize the inherent risk associated
with lending activities,  but which, unlike specific  allowances,  have not been
allocated to particular problem assets. When a savings association


<PAGE>



classifies  problem  assets as  "loss," it is  required  either to  establish  a
specific  allowance  for  losses  equal to 100% of that  portion of the asset so
classified or to charge-off such amount.  An  association's  determination as to
the  classification of its assets and the amount of its valuation  allowances is
subject to review by the  association's  Regional  Director at the  regional OTS
office,  who may order the establishment of additional  general or specific loss
allowances.

         In connection with the filing of its periodic  reports with the OTS and
in  accordance  with  its  classification  of  assets  policy,  the  Association
regularly  reviews the loans in its  portfolio  to  determine  whether any loans
require classification in accordance with applicable  regulations.  On the basis
of management's  review of its assets,  the following table presents  classified
assets at the dates indicated.


                                                   September 30,
                                   ---------------------------------------------
                                   1992     1993      1994      1995       1996
                                   ----     ----      ----      ----       ----
                                                  (In  Thousands)
Classified Assets:
 Substandard .................    $1,109    $1,440    $1,194    $1,171    $1,185
 Doubtful ....................      --        --        --        --        --
 Loss ........................       117        65        63        48       230
                                  ------    ------    ------    ------    ------
     Total ...................    $1,226    $1,505    $1,257    $1,219    $1,415
                                  ======    ======    ======    ======    ======


         First Federal has recognized various levels of loan loss provisions due
to the impact of a large  balance of  delinquent  and  classified  loans and the
uncertainty surrounding the Association's local market area.

         Included in the Association's  classified assets at September 30, 1996,
were $314,000 in  automobile  loans which were  purchased in October  1995,  and
$277,000 were loans made to facilitate the sale of real estate owned,  which are
properties the Association  has previously  acquired  through  foreclosure or by
deed-in-lieu  thereof.  In an attempt to offset holding costs such as insurance,
taxes and  maintenance,  the Association may sell the properties by financing up
to 100% of the  purchase  price.  All of such loans were made at fixed  rates of
interest  for  terms of 20  years.  Unlike  troubled  debt  restructurings,  the
Association  did not forgive any interest or principal  payments on these loans.
Under  regulatory  criteria,  these loans are classified  until the borrower can
demonstrate  an ability  to repay the loan.  As of  September  30,  1996,  First
Federal had four loans to facilitate, all of which were performing in accordance
with their terms.

         Other  Assets  of  Concern.   As  of  September  30,  1996,  there  was
approximately $486,000 in net book value of assets classified by the Association
because of known information about the possible credit problems of the borrowers
or the cash flows of the security  property has caused  management  to have some
doubts as to the ability of the borrowers to comply with present loan  repayment
terms  and  which  may  result  in the  future  inclusion  of  such  item in the
non-performing asset categories.  Other assets of concern consist of ten one- to
four-family residences  aggregating $341,000,  $133,000 in automobile loans, and
$12,000 in unsecured  loans at September 30, 1996 which have been  designated as
special  mention under OTS  regulations  and the loans to facilitate,  discussed
above. All of these loans


<PAGE>



are being  monitored  by the  Association  due to  periodic  delinquencies.  See
"--Allowance for Loan Losses."

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

         Real estate properties acquired through foreclosure are recorded at the
lower of cost or fair value, less estimated  disposition costs. If fair value at
the date of  foreclosure  is lower than the  balance of the  related  loan,  the
difference  will be  charged-off to the allowance for loan losses at the time of
transfer.  Valuations  are  periodically  updated by management and if the value
declines,  a specific  provision for losses on such property is established by a
charge to operations.

         Although   management  believes  that  it  uses  the  best  information
available to determine the allowance,  unforeseen market conditions could result
in adjustments and net earnings could be significantly affected if circumstances
differ   substantially   from  the   assumptions   used  in  making   the  final
determination.  Future  additions  to the  Association's  allowance  will be the
result of periodic  loan,  property  and  collateral  reviews and thus cannot be
predicted  in advance.  At  September  30,  1996,  the  Association  had a total
allowance for loan losses of $580,000 or 62.6% of non-performing loans. See Note
1 of the Notes to Consolidated Financial Statements.

         The  following  table  sets  forth  an  analysis  of the  Association's
allowance for loan losses.

                                                        Year Ended September 30,
                                                        ------------------------
                                                         1994     1995     1996
                                                         ----     ----     ----
                                                         (Dollars in Thousands)

Balance at beginning of period ......................    $256     $351     $389
                                                         ----     ----     ----
Charge-offs:
  One- to four-family ...............................       5        2       23
Recoveries:
  One- to four-family ...............................     --       --       --
                                                         ----     ----     ----
Net charge-offs .....................................       5        2       23
                                                         ----     ----     ----
Additions charged to operations .....................     100       40      214
                                                         ----     ----     ----
  Balance at end of period ..........................    $351     $389     $580
                                                         ====     ====     ====

Ratio of net charge-offs during the period to
 average loans outstanding during the period ........    0.02%    0.00%    0.05%
                                                         ====     ====     ====
Ratio of net charge-offs during the period to
 average non-accruing loans .........................    1.05%    3.40%    3.28%
                                                         ====     ====     ====


<PAGE>


         The distribution of the Association's  allowance for losses on loans at
the dates indicated is summarized as follows:

<TABLE>
<CAPTION>

                                                                             September 30,
                                 ---------------------------------------------------------------------------------------------------
                                               1994                              1995                               1996
                                 -------------------------------    -------------------------------   ------------------------------
                                                         Percent                           Percent                          Percent
                                                        of Loans                           of Loans                         of Loans
                                               Loan     in Each                  Loan      in Each                 Loan     in Each
                                 Amount of    Amounts   Category    Amount of   Amounts    Category   Amount of   Amounts   Category
                                 Loan Loss      by      to Total    Loan Loss     by       to Total  Loan Loss      by      to Total
                                 Allowance   Category     Loans     Allowance  Category      Loans   Allowance   Category     Loans
                                 ---------   --------     -----     ---------  --------      -----   ---------   --------     -----
                                                                        (Dollars In thousands)
<S>                                <C>       <C>         <C>          <C>      <C>         <C>          <C>      <C>          <C>   
One- to four-family .............  $341      $31,074     89.69%       $378     $34,665     89.53%       $327     $35,635      86.41%
Commercial real estate ..........     4        1,428      4.12           2       1,728      4.46          29       2,891       7.01
Construction ....................     4        1,604      4.63           4       1,556      4.02           3       1,295       3.14
Consumer ........................     2          542      1.56           5         771      1.99         221       1,419       3.44
                                   ----      -------    ------        ----     -------    ------        ----     -------     ------
     Total ......................  $351      $34,648    100.00%       $389     $38,720    100.00%       $580     $41,240     100.00%
                                   ====      =======    ======        ====     =======    ======        ====     =======     ======
</TABLE>


Investment Activities

         Generally,  the investment policy of the Association is to invest funds
among  various   categories  of  investments  and  maturities   based  upon  the
Association's   need  for  liquidity,   asset/liability   management   policies,
investment   quality  and   marketability,   liquidity   needs  and  performance
objectives.

         At September 30, 1996,  the  Association  had an investment  portfolio,
consisting of mortgage-backed securities and U.S. Government obligations.  These
investments  were made in order to generate income and because these  securities
carry a low risk weighting for OTS risk-based  capital  purposes and satisfy OTS
liquid-asset   requirements.   See  "Regulation--   Capital   Requirements"  and
"--Liquidity."

         At September 30, 1996, First Federal's investment securities, including
Federal Home Loan Bank ("FHLB")  stock  totalled  $2.8  million,  or 5% of total
assets and  mortgage-backed  securities  totalled  $12.3 million or 22% of total
assets. For information  regarding the amortized cost and market values of First
Federal's  investment  securities  portfolio,   see  Note  2  of  the  Notes  to
Consolidated  Financial Statements included in the Annual Report to Stockholders
filed as Exhibit 13 hereto.  At September 30, 1996, the weighted average term to
maturity or repricing of the  investment  securities  portfolio,  excluding FHLB
stock, was 17 years.

         Mortgage-Backed  Securities.  The Association purchases mortgage-backed
and related  securities  to  complement  and  supplement  its  mortgage  lending
activities  when there is a lack of  investment  opportunities  available in the
Association's  market area.  Management  determined that such investments  would
produce relatively higher risk-adjusted yields for the Association when compared
to other investment  securities and substituted for loan originations,  in light
of the  competition  for home  mortgages in the  Association's  market area. The
Association  has emphasized  mortgage-backed  and related  securities  with high
credit  quality,  high cash flow,  low  interest-rate  risk,  high liquidity and
acceptable   prepayment  risk.   Accordingly,   management   believes  that  the
Association's mortgage-backed securities are


<PAGE>



generally  resistant to credit problems.  Because these  securities  represent a
passthrough  of principal and interest from  underlying  individual  thirty year
mortgages,  such  securities do present  prepayment  risk.  Any such  individual
security contains mortgages that can be prepaid at any time over the life of the
security.  In a rising interest rate  environment  the underlying  mortgages are
likely to extend their lives versus a stable or declining  rate  environment.  A
declining  rate  environment  can  result  in  rapid  prepayments.  There  is no
certainty as to the security life or speed of prepayment.  The geographic makeup
and  correlated  economic  conditions of the  underlying  mortgages also play an
important  role in  determining  prepayment.  In  addition to  prepayment  risk,
interest rate risk is inherent in holding any debt  security.  As interest rates
rise the value of the security declines and conversely as interest rates decline
values rise.  Adjustable rate  mortgage-backed  securities have the advantage of
moving  their  interest  rate  within  limits with the  contractual  index used,
subject to the risk of prepayment.  All of the adjustable  rate  mortgage-backed
securities  in the  portfolio  are tied to the Eleventh  District  Cost of Funds
Index or the One Year Constant  Maturity  Treasury  Index and all are considered
held for investment. The market valuation does not consequently present a direct
impact on equity.

         The  Association's  mortgage-backed  and related  securities  portfolio
consists  primarily  of  securities  issued  under  government-sponsored  agency
programs,  including those of Government National Mortgage Association ("GNMA"),
Federal National  Mortgage  Association  ("FNMA") and Federal Home Loan Mortgage
Corporation    ("FHLMC").    The   certificates   are   modified    pass-through
mortgage-backed  securities  that  represent  undivided  interests in underlying
pools  of  fixed-rate,  or  certain  types  of  adjustable  rate,  single-family
residential mortgages issued by these  government-sponsored  entities.  FNMA and
FHLMC generally provide the certificate holder a guarantee of timely payments of
interest,  whether or not  collected.  GNMA's  guarantee to the holder is timely
payments of principal and  interest,  backed by the full faith and credit of the
U.S. Government.  Private mortgage-backed securities acquired by the Association
have been pooled and sold by private issuers and generally underwritten by large
investment  banking firms.  These  securities  provide for the timely payment of
principal and interest either through  insurance issued by a reputable  insurer,
or by subordinating  certain payments under other securities secured by the same
mortgage pool in a manner that is sufficient to have the senior  mortgage-backed
securities earn either of the highest two credit ratings from one or more of the
nationally recognized securities rating agencies.

         Mortgage-backed  securities  generally  yield  less than the loans that
underlie such  securities,  because of the cost of payment  guarantees or credit
enhancements that reduce credit risk to holders.  Mortgage-backed securities are
also more liquid than individual mortgage loans and may be used to collateralize
obligations of the Association. In general, mortgage-backed securities issued or
guaranteed  by  FNMA,  FHLMC  and  certain  AAA-  or  AA-rated   mortgage-backed
pass-through  securities are weighted at no more than 20% for risk-based capital
purposes,  and  mortgage-backed  securities  issued  or  guaranteed  by GNMA are
weighted at 0% for  risk-based  capital  purposes,  compared to an assigned risk
weighting of 50% to 100% for whole  residential  mortgage loans.  These types of
securities  thus  allow the  Association  to  optimize  regulatory  capital to a
greater extent than non-securitized whole loans.



<PAGE>



         The  following  table  sets  forth the  contractual  maturities  of the
Association's  mortgage-backed securities at September 30, 1996. For information
regarding   the   amortized   cost  and   market   values  of  First   Federal's
mortgage-backed  securities  portfolio,  see Note 3 of the Notes to Consolidated
Financial  Statements  included in the Annual  Report to  Stockholders  filed as
Exhibit 13 hereto.
<TABLE>
<CAPTION>


                                                            Due in                               Septembet 30, 
                                       ---------------------------------------------------           1996
                                       1 to 3         3 to 5         5 to 10       Over 10          Balance
                                        Years           Years          Years        Years         Outstanding
                                        -----           -----          -----        -----         -----------
                                                                  (In Thousands)
<S>                                    <C>              <C>           <C>          <C>               <C>
Federal Home Loan Mortgage
 Corporation......................     $2,143           $---           $---        $3,457            $5,600
Federal National Mortgage
 Association......................        436            ---            ---         4,656             5,092
Government National Mortgage
 Association .....................        ---             50            224         1,280             1,554
                                        -----           ----           ----        ------            ------
 Total............................     $2,579           $ 50           $224        $9,393           $12,246
                                       ======           ====           ====        ======           =======
</TABLE>



<PAGE>



         The following  table sets forth the  composition  of the  Association's
investment and mortgage-backed securities at the dates indicated.

<TABLE>
<CAPTION>

                                                                                 September 30,
                                                          ------------------------------------------------------
                                                                 1994              1995                1996
                                                          ----------------  -----------------   ----------------
                                                           Book     % of      Book      % of      Book     % of
                                                           Value    Total     Value     Total     Value    Total
                                                           -----    -----     -----     -----     -----    -----
                                                                                   (Dollars in Thousands)
<S>                                                      <C>      <C>      <C>        <C>      <C>       <C>
Investment securities:
  U.S. government securities...........................   $ 1,482   44.85%  $ 1,485    44.82%  $   990    30.87%
  FHLMC stock..........................................        15     .45        15      .45       378    11.79
  Adjustable-rate mortgage-backed securities (1).......     1,400   42.37     1,400    42.26     1,395    43.50
                                                          -------   -----    ------    -----   -------    -----
     Subtotal..........................................     2,897   87.68     2,900    87.53     2,763    86.16
FHLB stock.............................................       407   12.32       413    12.47       444    13.84
                                                          -------   -----    ------    -----   -------    -----
     Total investment securities and FHLB stock........   $ 3,304  100.00%  $ 3,313   100.00%  $ 3,207   100.00%
                                                          =======  ======   =======   ======   =======   ======

Average remaining life of investment securities........   2.7 years        2.1 years          1.1 years

Other interest-earning assets:
  Interest-bearing deposits with other institutions....   $   110  100.00%  $    13   100.00%  $   234   100.00%
                                                          -------  ------    ------   -------  -------   ------
     Total.............................................   $   110  100.00%  $    13   100.00%  $   234   100.00%
                                                          =======  ======    ======   =======  =======   ======
Mortgage-backed securities:
  GNMA.................................................   $ 1,174   11.53%  $  1,042    9.27%  $ 1,567    12.70%
  FNMA.................................................     3,027   29.72      4,201   37.36     5,059    41.00
  FHLMC................................................     5,908   58.00      5,886   52.34     5,522    44.75
                                                          -------  ------   --------  ------   -------   ------
                                                           10,109   99.25     11,129   98.97    12,148    98.45
Unamortized premium (discounts), net...................        77     .75        117    1.03       191     1.55
                                                          -------  ------   --------  ------   -------   ------
     Total mortgage-backed securities..................   $10,186 100.00%    $11,246  100.00%  $12,339   100.00%
                                                          ======= ======     =======  ======   =======   ======
<FN>
----------
(1)  Represents a mutual fund which invests in stock secured by  adjustable-rate
     mortgage-backed securities and other debt securities.

</FN>
</TABLE>

<PAGE>



         The composition and maturities of the investment  securities portfolio,
excluding FHLB stock, are indicated in the following table.



                                              1 to 5       Total Investment
                                              Years           Securities
                                              -----     ------------------------
                                           Book Value   Book Value  Market Value
                                           ----------   ----------  ------------
                                                   (Dollars in Thousands)
U.S. government securities ..............    $990          $990         $990
                                             ----          ----         ----
Total investment securities .............    $990          $990         $990
                                             ====          ====         ====
Weighted average yield ..................    4.99%         4.99%        4.99%

         The  OTS has  issued  guidelines  regarding  management  oversight  and
accounting  treatment for securities,  including investment  securities,  loans,
mortgage-backed  securities and derivative  securities.  The guidelines  require
thrift  institutions to reduce the carrying value of securities to the lesser of
cost or market value unless it can be demonstrated that a class of securities is
intended to be held to maturity.

Sources of Funds

         General.  The  Association's  primary  sources  of funds are  deposits,
amortization and prepayment of loan principal,  borrowings,  interest earned on,
and  maturation of investment  securities and  short-term  investments,  and net
earnings.

         Borrowings may be used on a short-term basis to compensate for seasonal
reductions in deposits or deposit inflows at less than projected levels, and may
be used on a  longer-term  basis to support  expanded  lending  activities or to
increase  the  effectiveness  of the  Association's  asset/liability  management
program.  In this  regard,  in order to enhance  both the return on the  capital
raised in the  Conversion  and its interest  rate spread,  the  Association  may
utilize  advances from the FHLB of Dallas and attempt to match the maturities of
such liabilities with assets such as  mortgage-backed  securities having similar
effective  maturities  but  higher  yields  compared  to the  rate  paid on such
advances.

         Deposits. First Federal offers the following types of deposit accounts:
passbook savings, money market deposit accounts, certificates of deposit and IRA
accounts.  The Association  solicits  deposits from its market area and does not
accept  brokered  deposits.  The  Association  relies  primarily on  competitive
pricing  policies,  advertising and customer service to attract and retain these
deposits.

         The flow of deposits is influenced  significantly  by general  economic
conditions,   changes  in  money  market  and  prevailing  interest  rates,  and
competition.  The Association  currently offers competitive rates on longer term
certificates of deposit,  the result of which is designed to extend the maturity
of its  liabilities.  The  Association  believes  that this will have a positive
effect  on its  results  of  operations,  both  for  asset/liability  management
purposes and in the event market rates of interest increase.



<PAGE>



         The variety of deposit  accounts offered by the Association has allowed
it to be  competitive  in  obtaining  funds and to respond with  flexibility  to
changes in consumer  demand.  The  Association  has become more  susceptible  to
short-term fluctuations in deposit flows, as customers have become more interest
rate conscious which can result in disintermediation, which is the flow of funds
away from savings institutions into direct investments,  such as U.S. government
and corporate  securities,  and other investment vehicles which,  because of the
absence of federal insurance  premiums and reserve  requirements,  generally pay
higher rates of return than savings institutions.  If interest rates continue to
increase,  these  sources of funds may become  more costly  than  interest  rate
regulated sources.


         At September 30, 1996, First Federal's  deposit base was $42.0 million.
The  Association  has  been  able  to  maintain  its  deposit  base,  due to the
stabilization  of interest rates paid on deposits  during fiscal 1996.  Although
approximately  12% of the  Association's  total deposits are in  certificates of
deposit of $100,000 or more, this level has historically  been maintained and is
prevalent  in the  Association's  market  area.  Based  on its  experience,  the
Association  believes that its deposits are relatively  stable sources of funds.
However, the ability of the Association to attract and maintain  certificates of
deposit, and the rates paid on these deposits,  has been and will continue to be
significantly affected by market conditions.

         The following table sets forth the dollar amount of savings deposits in
the various types of deposit programs offered by the Association for the periods
indicated.

<TABLE>
<CAPTION>

                                                                  Year Ended September 30,
                                           ----------------------------------------------------------
                                                 1995               1996                  1996
                                           ----------------  -----------------     ------------------
                                                    Percent            Percent                Percent
                                           Amount  of Total  Amount   of Total     Amount    of Total
                                           ------  --------  ------   --------     ------    --------
                                                              (Dollars in Thousands)
<S>                                      <C>        <C>      <C>       <C>        <C>         <C>
Transactions and Savings Deposits:
----------------------------------
Passbook Accounts 3.00% ................  $ 4,847    11.33%  $ 4,566    10.58%      $4,540     10.81%
Money Market Accounts 3.05% ............    7,869    18.40     7,725    17.90        6,244     14.87
                                          -------    -----   -------    ------       -----     -----
Total Non-Certificates .................   12,716    29.73    12,291    28.48       10,784     25.68
                                          -------    -----   -------    ------      ------     -----
Certificates:
 2.00 - 3.99%...........................   15,121    35.35       675     1.57           --        --
 4.00 - 5.99%...........................   14,540    34.00    28,357    65.73       28,640     68.22
 6.00 - 7.99%...........................      345      .81     1,820     4.22        2,562      6.10
 8.00 - 9.99%...........................       48      .11        --       --           --        --
                                          -------   ------    ------    -----       ------     -----
Total Certificates .....................   30,054    70.27    30,852    71.52       31,202     74.32
                                          -------   ------    ------    -----       ------     -----
Total Deposits .........................  $42,770   100.00%  $43,143   100.00%     $41,986    100.00%
                                          =======   ======   =======   =======     =======    ======

</TABLE>


<PAGE>



         The  following  table sets forth the savings  flows at the  Association
during the periods indicated.

                                                 Year Ended September 30,
                                                 ------------------------
                                           1994          1995            1996
                                           ----          ----            ----
                                                  (Dollars in Thousands)

Opening balance ...................     $ 43,139       $ 42,770       $ 43,143
Deposits ..........................       10,727         17,676          9,763
Withdrawals .......................      (12,256)       (18,590)       (12,228)
Interest credited .................        1,660          1,287          1,308
                                        --------       --------       --------

Ending balance ....................     $ 42,770       $ 43,143       $ 41,986
                                        ========       ========       ========
Net increase (decrease) ...........     $   (369)      $    373       $ (1,157)
                                        ========       ========       ========
Percent increase (decrease) .......         (.86)%          .87%         (2.76)%
                                        ========       ========       ========

         The  following  table  shows  rate  and  maturity  information  for the
Association's certificates of deposit as of September 30, 1996.


                                     4.00-      6.00-                 Percent
                                     5.99%      7.99%      Total      of Total
                                     -----      -----      -----      --------
Certificate accounts maturing
  in quarter ending:
  ------------------
December 31, 1996 ...............    $ 4,869    $  418    $ 5,287      16.95%
March 31, 1997 ..................      8,481      --        8,481      27.18
June 30, 1997 ...................      3,235       300      3,535      11.33
September 30, 1997 ..............      4,420       338      4,758      15.25
December 31, 1997 ...............      2,281       259      2,540       8.14
March 31, 1998 ..................      1,603       155      1,758       5.63
June 30, 1998 ...................        653        33        686       2.20
September 30, 1998 ..............        947      --          947       3.04
December 31, 1998 ...............      1,018      --        1,018       3.26
March 31, 1999 ..................        394        23        417       1.34
June 30, 1999 ...................         46       158        204        .65
September 30, 1999 ..............         30       283        313       1.00
Thereafter ......................        663       595      1,258       4.03
                                     -------    ------     ------      -----
   Total ........................    $28,640    $2,562    $31,202     100.00%
                                     =======    ======    =======     ======
   Percent of total .............      91.79%    8.21%
                                     =======    ======



<PAGE>



         The  following  table   indicates  the  amount  of  the   Association's
certificates  of deposit and other deposits by time remaining  until maturity as
of September 30, 1996.

<TABLE>
<CAPTION>
                                                  Maturity
                                    ------------------------------------
                                              Over    Over
                                    3 Months 3 to 6  6 to 12      Over
                                    or Less  Months   Months   12 months   Total
                                    -------  ------   ------   ---------   -----
                                                 (In Thousands)
<S>                                 <C>      <C>      <C>      <C>      <C>
Certificates of deposit less
  than $100,000 ..................   $  633   $1,147   $1,480   $  675   $ 3,935
Certificates of deposit of
  $100,000 or more ...............    4,654    7,206    6,713    8,376    26,949
Public funds (1) .................     --        128      100       90       318
                                     ------   ------   ------   ------   -------
Total certificates of deposit ....   $5,287   $8,481   $8,293   $9,141   $31,202
                                     ======   ======   ======   ======   =======
<FN>
---------------
(1)  Deposits from governmental and other public entities.
</FN>
</TABLE>


         Borrowings.  The  Association  has the ability to use advances from the
FHLB of Dallas to  supplement  its deposits when the rates are  favorable.  As a
member of the FHLB of Dallas,  the  Association is required to own capital stock
and is authorized to apply for  advances.  Each FHLB credit  program has its own
interest  rate,  which  may be  fixed  or  variable,  and  includes  a range  of
maturities.  The FHLB of Dallas may prescribe the acceptable uses to which these
advances  may be put, as well as  limitations  on the size of the  advances  and
repayment provisions.

         The  following  table  sets forth the  maximum  month-end  balance  and
average balance of FHLB advances, securities sold under agreements to repurchase
and other borrowings for the periods indicated.



                                                 Year Ended September 30,
                                                 ------------------------
                                             1994          1995           1996
                                             ----          ----           ----
                                                      (In Thousands)
Maximum Balance:
  FHLB advances ...................         $1,052         $2,538         $7,561
Average Balance:
  FHLB advances ...................         $  543         $1,591         $4,809



<PAGE>



                  The following  table sets forth certain  information as to the
Association's borrowings at the dates indicated.



                                                             September 30,
                                                     --------------------------
                                                      1994      1995     1996
                                                      ----      ----     ----
                                                       (Dollars in Thousands)
FHLB advances ....................................   $1,052    $2,538    $7,561
                                                     ------    ------    ------
     Total borrowings ............................   $1,052    $2,538    $7,561
                                                     ======    ======    ======
Weighted average interest rate of FHLB advances ..     5.04%     6.11%     5.53%


Subsidiary Activities

         As a federally chartered savings and loan association, First Federal is
permitted by OTS  regulations to invest up to 2% of its assets or  approximately
$1.1 million at  September  30,  1996,  in the stock of, or unsecured  loans to,
service corporation  subsidiaries.  First Federal may invest an additional 1% of
its assets in service  corporations  where  such  additional  funds are used for
inner-city  or  community  development  purposes.  At September  30,  1996,  the
Association did not have any subsidiaries.

Competition

         First Federal faces strong  competition,  both in originating loans and
in attracting  deposits.  Competition in originating  loans comes primarily from
other commercial banks, savings associations, credit unions and mortgage bankers
making loans secured by real estate  located in the  Association's  market area.
The  Association  competes for loans  principally on the basis of the quality of
services it provides to borrowers,  interest rates and loan fees it charges, and
the types of loans it originates.

         The Association attracts all of its deposits through its retail banking
office,  primarily from the  communities it serves.  Therefore,  competition for
those deposits is principally from other commercial banks,  savings associations
and brokerage houses located in the same communities.  The Association  competes
for these  deposits  by  offering  deposit  accounts  at  competitive  rates and
convenient business hours.

         The Association's  primary market area covers the parish of St. Landry,
Louisiana.  There are 13 commercial  banks,  one savings  association  and three
credit  unions  which have  offices in and compete for deposits and loans in the
Association's  primary  market area.  First  Federal  estimates its share of the
residential  mortgage  loan market and savings  deposit base to be not more than
21% and 6%, respectively.


<PAGE>



Regulation

         General.  First  Federal  is a  federally  chartered  savings  and loan
association,  the deposits of which are federally insured and backed by the full
faith and credit of the United States Government.  Accordingly,  the Association
is  subject to broad  federal  regulation  and  oversight  extending  to all its
operations.  First  Federal  is a member of the FHLB of Dallas and is subject to
certain  limited  regulation  by the Board of Governors  of the Federal  Reserve
System  ("Federal  Reserve  Board").  As the savings and loan holding company of
First  Federal,  the  Company  also will be subject to  federal  regulation  and
oversight.  The  purpose of the  regulation  of the  Company  and other  holding
companies is to protect  subsidiary savings  associations.  The Association is a
member of the Savings Association  Insurance Fund ("SAIF"),  which together with
the Bank Insurance Fund ("BIF") are the two deposit insurance funds administered
by the FDIC. The deposits of First Federal are insured by the FDIC. As a result,
the FDIC has certain regulatory and examination authority over the Association.

         Certain of these regulatory requirements and restrictions are discussed
below or elsewhere in this document.

         Federal  Regulation  of  Savings  Associations.  The OTS has  extensive
authority  over  the  operations  of  savings  associations.  As  part  of  this
authority,  First Federal is required to file periodic  reports with the OTS and
is subject to periodic  examinations  by the OTS and the FDIC.  The last regular
OTS and FDIC  examinations of First Federal were as of June 1995 and March 1993,
respectively.  Under  agency  scheduling  guidelines,  it is likely that another
examination  will be initiated in the near future.  When these  examinations are
conducted by the OTS and the FDIC, the examiners may require the  Association to
provide  for  higher  general  or  specific  loan  loss  reserves.  All  savings
associations  are subject to a  semi-annual  assessment,  based upon the savings
association's total assets, to fund the operations of the OTS. The Association's
OTS assessment for the fiscal year ended September 30, 1996, was $18,000.

         The OTS also  has  extensive  enforcement  authority  over all  savings
institutions  and their holding  companies,  including the  Association  and the
Company. This enforcement authority includes, among other things, the ability to
assess civil money penalties, to issue cease-and-desist or removal orders and to
initiate  injunctive  actions.  In  general,  these  enforcement  actions may be
initiated  for  violations  of  laws  and  regulations  and  unsafe  or  unsound
practices.  Other  actions or  inactions  may provide the basis for  enforcement
action,  including  misleading or untimely  reports  filed with the OTS.  Except
under certain  circumstances,  public disclosure of final enforcement actions by
the OTS is required.

         In addition,  the investment,  lending and branching authority of First
Federal is prescribed by federal laws and it is prohibited  from engaging in any
activities not permitted by such laws. For instance,  no savings institution may
invest in  non-investment  grade  corporate debt  securities.  In addition,  the
permissible  level of  investment  by federal  associations  in loans secured by
non-residential real property may not exceed 400% of total capital,  except with
approval of the OTS. Federal savings  associations are also generally authorized
to  branch  nationwide.   The  Association  is  in  compliance  with  the  noted
restrictions.


<PAGE>



         The    Association's    general    permissible    lending   limit   for
loans-to-one-borrower  is equal to the greater of $500,000 or 15% of  unimpaired
capital  and  surplus  (except  for  loans  fully  secured  by  certain  readily
marketable  collateral,  in  which  case  this  limit  is  increased  to  25% of
unimpaired  capital and  surplus).  At  September  30, 1996,  the  Association's
lending  limit under this  restriction  was $1.0  million.  First  Federal is in
compliance with the loans-to-one- borrower limitation.

         The OTS, as well as the other  federal  banking  agencies,  has adopted
guidelines  establishing  safety and soundness standards on such matters as loan
underwriting and  documentation,  asset quality,  earnings  standards,  internal
controls and audit  systems,  interest rate risk exposure and  compensation  and
other  employee  benefits.  Any  institution  which  fails to comply  with these
standards must submit a compliance plan. A failure to submit a plan or to comply
with an  approved  plan will  subject  the  institution  to further  enforcement
action.

         Insurance of Accounts and  Regulation  by the FDIC.  First Federal is a
member of the SAIF,  which is administered by the FDIC.  Deposits are insured up
to applicable  limits by the FDIC and such insurance is backed by the full faith
and credit of the United States Government. As insurer, the FDIC imposes deposit
insurance  premiums and is authorized to conduct  examinations of and to require
reporting by FDIC-insured  institutions.  It also may prohibit any  FDIC-insured
institution  from engaging in any activity the FDIC  determines by regulation or
order  to pose a  serious  risk to the  SAIF or the BIF The  FDIC  also  has the
authority to initiate  enforcement actions against savings  associations,  after
giving the OTS an opportunity to take such action, and may terminate the deposit
insurance if it determines that the institution has engaged in unsafe or unsound
practices or is in an unsafe or unsound condition.

         The FDIC's deposit insurance premiums are assessed through a risk-based
system under which all insured  depository  institutions  are placed into one of
nine  categories  and  assessed  insurance  premiums  based upon their  level of
capital and supervisory evaluation. Under the system, institutions classified as
well  capitalized  (i.e., a core capital ratio of at least 5%, a ratio of Tier 1
or core capital to  risk-weighted  assets  ("Tier 1  risk-based  capital") of at
least 6% and a risk-based  capital ratio of at least 10%) and considered healthy
pay the  lowest  premium  while  institutions  that  are  less  than  adequately
capitalized (i.e., core or Tier 1 risk-based capital ratios of less than 4% or a
risk-based  capital  ratio  of less  than  8%)  and  considered  of  substantial
supervisory concern pay the highest premium.  Risk classification of all insured
institutions  will be made by the FDIC for each semi-annual  assessment  period.
For the first six months of 1995,  the  assessment  schedule for BIF members and
SAIF members ranged from .23% to .31% of deposits.

         The FDIC is authorized to increase  assessment  rates,  on a semiannual
basis, if it determines that the reserve ratio of the SAIF will be less than the
designated  reserve  ratio of 1.25% of SAIF insured  deposits.  In setting these
increased  assessments,  the FDIC must seek to restore the reserve ratio to that
designated  reserve  level,  or such higher  reserve ratio as established by the
FDIC.  The FDIC may also impose  special  assessments  on SAIF  members to repay
amounts  borrowed from the United States Treasury or for any other reason deemed
necessary by the FDIC.



<PAGE>



         As is the case  with the SAIF,  the FDIC is  authorized  to adjust  the
insurance  premium  rates for banks  that are  insured by the BIF of the FDIC in
order to maintain the reserve ratio of the BIF at 1.25% of BIF insured deposits.
As a result of the BIF reaching its statutory  reserve  ratio,  the FDIC revised
the premium schedule for BIF insured  institutions to provide a range of .04% to
 .31% of deposits.  The revisions  became effective in the third quarter of 1995.
In addition,  the BIF rates were further  revised,  effective  January  1996, to
provide a range of 0% to .27% with a minimum annual assessment of $2,000.

         In  order  to  help  eliminate  this  disparity  and  any   competitive
disadvantage due to disparate deposit insurance premium  schedules,  legislation
to recapitalize the SAIF was enacted in September 1996. The legislation provides
for a one-time  assessment  to be imposed on all  deposits  assessed at the SAIF
rates, as of March 31, 1995, in order to recapitalize the SAIF. It also provides
for the merger of the BIF and the SAIF on January  1, 1999  provided  no savings
associations  then exist.  The special  assessment rate has been  established at
 .657% of deposits by the FDIC and the resulting  assessment of $294,000 was paid
in November 1996. This special assessment  significantly  increased  noninterest
expense and adversely  affected the Company's results of operations for the year
ended September 30, 1996.  Following the special assessment,  and depending upon
capital level and supervisory  rating,  the Company's deposit insurance premiums
could decrease significantly for future periods.

         Prior  to the  enactment  of the  legislation,  a  portion  of the SAIF
assessment imposed on savings  associations was used to repay obligations issued
by a federally chartered corporation to provide financing ("FICO") for resolving
the thrift  crisis in the 1980s.  Although the FDIC has  proposed  that the SAIF
assessment be equalized with the BIF assessment  schedule,  effective October 1,
1996, SAIF-insured institutions will continue to be subject to a FICO assessment
as a result of this continuing  obligation.  Although the  legislation  also now
requires  assessments  to be made on  BIF-assessable  deposits for this purpose,
effective  January 1, 1997,  that  assessment will be limited to 20% of the rate
imposed on SAIF  assessable  deposits  until the earlier of December 31, 1999 or
when no  savings  association  continues  to exist,  thereby  imposing a greater
burden on SAIF member  institutions  such as the Company.  Thereafter,  however,
assessments  on  BIF-member  institutions  will  be made on the  same  basis  as
SAIF-member  institutions.  The rates to be established by the FDIC to implement
this  requirement for all  FDIC-insured  institutions is uncertain at this time,
but are  anticipated to be about a 6.5 basis points  assessment on SAIF deposits
and 1.5 basis points on BIF deposits until BIF insured institutions  participate
fully in the assessment.

         Regulatory    Capital    Requirements.    Federally   insured   savings
associations, such as First Federal, are required to maintain a minimum level of
regulatory  capital.  The OTS has  established  capital  standards,  including a
tangible capital requirement, a leverage ratio (or core capital) requirement and
a risk-based capital requirement applicable to such savings associations.  These
capital  requirements  must be generally as stringent as the comparable  capital
requirements  for national  banks.  The OTS is also authorized to impose capital
requirements  in excess  of these  standards  on  individual  associations  on a
case-by-case basis.

         The capital  regulations  require  tangible capital of at least 1.5% of
adjusted total assets (as defined by  regulation).  Tangible  capital  generally
includes  common   stockholders'   equity  and  retained  income,   and  certain
noncumulative perpetual preferred stock and related income.


<PAGE>



In addition,  all  intangible  assets,  other than a limited amount of purchased
mortgage servicing rights,  must be deducted from tangible capital. At September
30, 1996, the  Association  did not have any intangible  assets for  calculating
compliance with the requirement.

         The OTS regulations establish special  capitalization  requirements for
savings associations that own subsidiaries.  In determining  compliance with the
capital requirements,  all subsidiaries engaged solely in activities permissible
for national  banks or engaged in certain other  activities  solely as agent for
its customers are  "includable"  subsidiaries  that are consolidated for capital
purposes in proportion to the association's  level of ownership.  For excludable
subsidiaries the debt and equity  investments in such  subsidiaries are deducted
from assets and capital. The Association currently has no subsidiaries.

         At September 30, 1996,  the  Association  had tangible  capital of $5.5
million,  or 10% of adjusted total assets,  which is approximately  $4.7 million
above the minimum requirement of 1.5% of adjusted total assets in effect on that
date.

         The capital standards also require core capital equal to at least 3% of
adjusted total assets.  Core capital generally consists of tangible capital plus
certain intangible  assets,  including a limited amount of purchased credit card
relationships.  As a result of the prompt corrective action provisions discussed
below,  however, a savings  association must maintain a core capital ratio of at
least  4%  to  be  considered  adequately  capitalized  unless  its  supervisory
condition is such to allow it to maintain a 3% ratio. At September 30, 1996, the
Association had no intangibles which were subject to these tests.

         At September 30, 1996, the  Association  had core capital equal to $5.5
million,  or 10% of  adjusted  total  assets,  which is $3.8  million  above the
minimum leverage ratio requirement of 3% as in effect on that date.

          The OTS risk-based  requirement  requires savings associations to have
total capital of at least 8% of risk-weighted  assets. Total capital consists of
core capital, as defined above, and supplementary capital. Supplementary capital
consists of certain  permanent  and  maturing  capital  instruments  that do not
qualify as core capital and general  valuation loan and lease loss allowances up
to a maximum of 1.25% of risk-weighted assets. Supplementary capital may be used
to satisfy the risk-based  requirement  only to the extent of core capital.  The
OTS is  also  authorized  to  require  a  savings  association  to  maintain  an
additional  amount of total capital to account for  concentration of credit risk
and  the  risk  of  non-traditional  activities.  At  September  30,  1996,  the
Association had no capital instruments that qualify as supplementary capital and
$347,000 of general loss  reserves,  all of which  qualified  under the 1.25% of
risk-weighted assets limit.

         Certain  exclusions from capital and assets are required to be made for
the purpose of calculating  total  capital.  Such  exclusions  consist of equity
investments  (as  defined  by  regulation)  and that  portion  of land loans and
nonresidential  construction  loans in excess of an 80% loan-to-value  ratio and
reciprocal holdings of qualifying capital instruments.

         In  determining  the  amount  of  risk-weighted   assets,  all  assets,
including certain off- balance sheet items, will be multiplied by a risk weight,
ranging from 0% to 100%, based on


<PAGE>



the risk inherent in the type of asset. For example, the OTS has assigned a risk
weight of 50% for prudently  underwritten  permanent one- to  four-family  first
lien mortgage loans not more than 90 days  delinquent and having a loan to value
ratio of not more than 80% at  origination  unless  insured  to such ratio by an
insurer approved by the FNMA or FHLMC.

         On September 30, 1996,  First Federal had total capital of $5.9 million
(including  $5.5 million in core capital,  $347,000 in qualifying  supplementary
capital  and  risk-weighted  assets of $30.1  million  (including  no  converted
off-balance sheet assets); or total capital of 19% of risk-weighted assets. This
amount was $3.4 million above the 8% requirement in effect on that date.

         The  OTS  has  adopted  a  final  rule  that  requires   every  savings
association with more than normal interest rate risk exposure to deduct from its
total capital, for purposes of determining compliance with such requirement,  an
amount equal to 50% of its interest-rate risk exposure multiplied by the present
value of its assets.  This exposure is a measure of the potential decline in the
net  portfolio  value of a savings  association,  greater than 2% of the present
value of its  assets,  based upon a  hypothetical  200 basis  point  increase or
decrease  in  interest  rates  (whichever  results  in a greater  decline).  Net
portfolio  value is the  present  value of  expected  cash  flows  from  assets,
liabilities and off-balance sheet contracts. The rule provides for a two quarter
lag between  calculating  interest rate risk and  recognizing any deduction from
capital.  The rule will not become effective until the OTS evaluates the process
by which  savings  associations  may  appeal an  interest  rate  risk  deduction
determination.  It is uncertain as to when this evaluation may be completed. Any
savings  association  with less than $300 million in assets and a total  capital
ratio in excess of 12% is exempt from this requirement unless the OTS determines
otherwise.

         The OTS and the FDIC are authorized  and,  under certain  circumstances
required, to take certain actions against savings associations that fail to meet
their  capital  requirements.  The OTS is  generally  required to take action to
restrict the activities of an "undercapitalized  association" (generally defined
to be  one  with  less  than  either  a 4%  core  capital  ratio,  a 4%  Tier  1
risked-based  capital  ratio  or an  8%  risk-based  capital  ratio).  Any  such
association  must  submit a  capital  restoration  plan and  until  such plan is
approved by the OTS may not increase its assets,  acquire  another  institution,
establish a branch or engage in any new  activities,  and generally may not make
capital   distributions.   The  OTS  is  authorized  to  impose  the  additional
restrictions that are applicable to significantly undercapitalized associations.

          As a condition to the approval of the capital  restoration  plan,  any
company  controlling  an  undercapitalized  association  must agree that it will
enter  into  a  limited  capital  maintenance  guarantee  with  respect  to  the
institution's achievement of its capital requirements.

         Any savings  association  that fails to comply with its capital plan or
is  "significantly  undercapitalized"  (i.e.,  Tier 1 risk-based or core capital
ratios of less than 3% or a risk- based  capital  ratio of less than 6%) must be
made  subject  to one or more of  additional  specified  actions  and  operating
restrictions  which may cover all aspects of its operations and include a forced
merger  or  acquisition  of  the   association.   An  association  that  becomes
"critically  undercapitalized" (i.e., a tangible capital ratio of 2% or less) is
subject to further


<PAGE>



mandatory  restrictions  on its  activities  in addition to those  applicable to
significantly undercapitalized associations. In addition, the OTS must appoint a
receiver  (or  conservator  with the  concurrence  of the  FDIC)  for a  savings
association,  with certain limited  exceptions,  within 90 days after it becomes
critically undercapitalized.

         Any  undercapitalized  association  is  also  subject  to  the  general
enforcement  authority of the OTS and the FDIC  including,  the appointment of a
receiver or conservator.

         The OTS is also generally  authorized to reclassify an association into
a lower capital category and impose the restrictions applicable to such category
if the institution is engaged in unsafe or unsound  practices or is in an unsafe
or unsound condition.

         The imposition by the OTS or the FDIC of any of these measures on First
Federal may have a substantial  adverse effect on the  Association's  operations
and profitability and the value of the Common Stock purchased in the Conversion.
Company  shareholders  do not have  preemptive  rights,  and  therefore,  if the
Company is directed by the OTS or the FDIC to issue additional  shares of Common
Stock,  such issuance may result in the dilution in the  percentage of ownership
of the Company of those persons purchasing shares in the Conversion.

         Limitations   on  Dividends  and  Other  Capital   Distributions.   OTS
regulations impose various  restrictions on savings associations with respect to
their ability to make distributions of capital,  which include dividends,  stock
redemptions or repurchases,  cash-out mergers and other transactions  charged to
the capital account.  OTS regulations  also prohibit a savings  association from
declaring or paying any dividends or from repurchasing any of its stock if, as a
result,  the regulatory  capital of the  association  would be reduced below the
amount  required to be maintained  for the  liquidation  account  established in
connection with its mutual to stock conversion.

         Generally, savings associations, such as First Federal, that before and
after the  proposed  distribution  meet  their  capital  requirements,  may make
capital  distributions  during any calendar year equal to the greater of 100% of
net  income for the  year-to-date  plus 50% of the amount by which the lesser of
the  association's  tangible,  core or  risk-based  capital  exceeds its capital
requirement  for such  capital  component,  as measured at the  beginning of the
calendar year, or 75% of its net income for the most recent four quarter period.
However,  an association deemed to be in need of more than normal supervision by
the OTS may have its dividend authority restricted by the OTS. First Federal may
pay dividends in accordance with this general authority.

         Savings  associations  proposing to make any capital  distribution need
only  submit  written  notice  to the OTS 30 days  prior  to such  distribution.
Savings  associations  that do not,  or would  not meet  their  current  minimum
capital requirements  following a proposed capital  distribution,  however, must
obtain OTS approval prior to making such distribution. The OTS may object to the
distribution  during that 30-day  period  notice  based on safety and  soundness
concerns. See "- Regulatory Capital Requirements."

         The OTS has proposed  regulations that would revise the current capital
distribution  restrictions.  Under the proposal a savings association may make a
capital distribution


<PAGE>



without  notice to the OTS  (unless  it is a  subsidiary  of a holding  company)
provided that it has a CAMEL 1 or 2 rating, is not of supervisory  concern,  and
would remain  adequately  capitalized  (as defined in the OTS prompt  corrective
action regulations)  following the proposed  distribution.  Savings associations
that would remain adequately capitalized following the proposed distribution but
do not meet the other  noted  requirements  must notify the OTS 30 days prior to
declaring a capital  distribution.  The OTS stated it will  generally  regard as
permissible that amount of capital  distributions  that do not exceed 50% of the
institution's  excess  regulatory  capital  plus net  income to date  during the
calendar year. A savings association may not make a capital distribution without
prior approval of the OTS and the FDIC if it is undercapitalized before, or as a
result of, such a distribution. As under the current rule, the OTS may object to
a capital distribution if it would constitute an unsafe or unsound practice.  No
assurance  may be given as to  whether  or in what form the  regulations  may be
adopted.

         Liquidity.  All savings  associations,  including  First  Federal,  are
required  to  maintain  an average  daily  balance of liquid  assets  equal to a
certain  percentage of the sum of its average daily balance of net  withdrawable
deposit accounts and borrowings payable in one year or less. For a discussion of
what the Association includes in liquid assets, see "Management's Discussion and
Analysis of  Financial  Condition  and  Results of  Operations--  Liquidity  and
Capital  Resources"  in the Annual  Report to  Stockholders  filed as Exhibit 13
hereto.  This liquid asset ratio requirement may vary from time to time (between
4% and 10%) depending upon economic  conditions and savings flows of all savings
associations. At the present time, the minimum liquid asset ratio is 5%.

         In  addition,  short-term  liquid  assets  (e.g.,  cash,  certain  time
deposits,  certain  bankers  acceptances  and short-term  United States Treasury
obligations)  currently must constitute at least 1% of the association's average
daily  balance of net  withdrawable  deposit  accounts  and current  borrowings.
Penalties may be imposed upon associations for violations of either liquid asset
ratio requirement. At September 30, 1996, the Association was in compliance with
both  requirements,  with an overall  liquid  asset ratio of 7% and a short-term
liquid assets ratio of 2%.

         Accounting.   An  OTS  policy  statement   applicable  to  all  savings
associations  clarifies and  re-emphasizes  that the investment  activities of a
savings   association  must  be  in  compliance  with  approved  and  documented
investment policies and strategies, and must be accounted for in accordance with
GAAP. Under the policy statement,  management must support its classification of
and accounting for loans and securities (i.e., whether held for investment, sale
or trading) with  appropriate  documentation.  The  Association is in compliance
with these amended rules.

         OTS accounting regulations,  which may be made more stringent than GAAP
by the OTS, require that transactions be reported in a manner that best reflects
their underlying economic substance and inherent risk and that financial reports
must  incorporate any other accounting  regulations or orders  prescribed by the
OTS.

         Qualified Thrift Lender Test. All savings associations, including First
Federal,  are required to meet a qualified  thrift lender  ("QTL") test to avoid
certain  restrictions  on  their  operations.   This  test  requires  a  savings
association to have at least 65% of its portfolio


<PAGE>



assets (as defined by regulation) in qualified  thrift  investments on a monthly
average  for nine out of  every  12  months  on a  rolling  basis.  Such  assets
primarily  consist of  residential  housing  related loans and  investments.  At
September  30, 1996,  the  Association  met the test and has always met the test
since its effectiveness.

         Any savings association that fails to meet the QTL test must convert to
a national bank charter, unless it requalifies as a QTL and thereafter remains a
QTL. If an  association  does not  requalify  and  converts  to a national  bank
charter,  it must remain  SAIF-insured  until the FDIC permits it to transfer to
the BIF.  If such an  association  has not yet  requalified  or  converted  to a
national  bank,  its  new  investments  and  activities  are  limited  to  those
permissible  for both a  savings  association  and a  national  bank,  and it is
limited to national bank branching  rights in its home state.  In addition,  the
association is immediately  ineligible to receive any new FHLB borrowings and is
subject to national  bank limits for payment of dividends.  If such  association
has not requalified or converted to a national bank within three years after the
failure,  it must  divest  of all  investments  and  cease  all  activities  not
permissible  for a  national  bank.  In  addition,  it must repay  promptly  any
outstanding FHLB borrowings,  which may result in prepayment  penalties.  If any
association  that fails the QTL test is  controlled by a holding  company,  then
within one year after the failure,  the holding  company must register as a bank
holding  company  and  become  subject  to  all  restrictions  on  bank  holding
companies. See "--Holding Company Regulation."

         Community  Reinvestment  Act.  Under  the  Community  Reinvestment  Act
("CRA"),  every  FDIC  insured  institution  has a  continuing  and  affirmative
obligation  consistent  with safe and sound  banking  practices to help meet the
credit  needs  of its  entire  community,  including  low  and  moderate  income
neighborhoods.  The CRA does not  establish  specific  lending  requirements  or
programs  for  financial   institutions  nor  does  it  limit  an  institution's
discretion  to develop the types of products and  services  that it believes are
best  suited  to its  particular  community,  consistent  with the CRA.  The CRA
requires the OTS, in connection with the examination of First Federal, to assess
the  institution's  record of meeting the credit needs of its  community  and to
take such record into account in its evaluation of certain applications, such as
a merger or the establishment of a branch,  by First Federal.  An unsatisfactory
rating may be used as the basis for the denial of an application by the OTS.

         The federal banking agencies,  including the OTS, have recently revised
the CRA  regulations  and  the  methodology  for  determining  an  institution's
compliance with the CRA. Due to the heightened  attention being given to the CRA
in the past few years,  the  Association  may be required  to devote  additional
funds for investment and lending in its local  community.  The  Association  was
examined  for  CRA   compliance   in  August  1994  and  received  a  rating  of
"satisfactory".

         Transactions with Affiliates. Generally, transactions between a savings
association or its  subsidiaries  and its affiliates are required to be on terms
as  favorable  to  the  association  as  transactions  with  non-affiliates.  In
addition,  certain of these  transactions,  such as loans to an  affiliate,  are
restricted  to a percentage  of the  association's  capital.  Affiliates  of the
Association  include the Company and any company  which is under common  control
with the  Association.  In addition,  a savings  association may not lend to any
affiliate  engaged in activities not  permissible  for a bank holding company or
acquire the securities of most affiliates.


<PAGE>



         Certain  transactions with directors,  officers or controlling  persons
are also subject to conflict of interest  regulations enforced by the OTS. These
conflict of interest  regulations and other statutes also impose restrictions on
loans to such persons and their  related  interests.  Among other  things,  such
loans must be made on terms  substantially the same as for loans to unaffiliated
individuals.

         Holding Company  Regulation.  The Company is a unitary savings and loan
holding company subject to regulatory oversight by the OTS. As such, the Company
is  required  to  register  and  file  reports  with the OTS and is  subject  to
regulation  and  examination  by the OTS. In addition,  the OTS has  enforcement
authority over the Company and its non-savings  association  subsidiaries  which
also permits the OTS to restrict or prohibit  activities  that are determined to
be a serious risk to the subsidiary savings association.

         As a unitary savings and loan holding company, the Company generally is
not subject to activity restrictions. If the Company acquires control of another
savings association as a separate subsidiary, it would become a multiple savings
and loan  holding  company,  and the  activities  of the  Company and any of its
subsidiaries  (other  than  First  Federal  or any  other  SAIF-insured  savings
association)  would  become  subject  to such  restrictions  unless  such  other
associations  each  qualify  as  a  QTL  and  were  acquired  in  a  supervisory
acquisition.

         If the  Association  fails the QTL test,  the  Company  must obtain the
approval of the OTS prior to continuing after such failure,  directly or through
its other  subsidiaries,  any business  activity  other than those  approved for
multiple savings and loan holding companies or their subsidiaries.  In addition,
within one year of such  failure the Company  must  register as, and will become
subject  to,  the  restrictions  applicable  to  bank  holding  companies.   The
activities  authorized for a bank holding  company are more limited than are the
activities  authorized  for a  unitary  or  multiple  savings  and loan  holding
company. See "--Qualified Thrift Lender Test."

         The Company must obtain approval from the OTS before acquiring  control
of  any  other  SAIF-insured   association.   Such  acquisitions  are  generally
prohibited  if they  result  in a  multiple  savings  and loan  holding  company
controlling  savings  associations  in  more  than  one  state.   However,  such
interstate  acquisitions are permitted based on specific state  authorization or
in a supervisory acquisition of a failing savings association.

         Federal Securities Law. The stock of the Company is registered with the
SEC under the Securities  Exchange Act of 1934, as amended (the "Exchange Act").
The Company is subject to the information,  proxy solicitation,  insider trading
restrictions and other requirements of the SEC under the Exchange Act.

         Company stock held by persons who are affiliates  (generally  officers,
directors and principal  stockholders)  of the Company may not be resold without
registration or unless sold in accordance with certain resale  restrictions.  If
the Company  meets  specified  current  public  information  requirements,  each
affiliate  of the  Company  is  able  to  sell  in the  public  market,  without
registration, a limited number of shares in any three-month period.

         Federal  Reserve  System.   The  Federal  Reserve  Board  requires  all
depository  institutions to maintain  non-interest bearing reserves at specified
levels against their


<PAGE>



transaction accounts (primarily checking,  NOW and Super NOW checking accounts).
At September  30,  1996,  First  Federal was in  compliance  with these  reserve
requirements.  The balances maintained to meet the reserve  requirements imposed
by the Federal Reserve Board may be used to satisfy liquidity  requirements that
may be imposed by the OTS. See "-- Liquidity."

         Savings  associations are authorized to borrow from the Federal Reserve
Bank  "discount   window,"  but  Federal  Reserve  Board   regulations   require
associations to exhaust other reasonable alternative sources of funds, including
FHLB borrowings, before borrowing from the Federal Reserve Bank.

         Federal Home Loan Bank System. First Federal is a member of the FHLB of
Dallas,  which is one of 12 regional FHLBs,  that administers the home financing
credit  function  of  savings  associations.  Each FHLB  serves as a reserve  or
central bank for its members within its assigned region.  It is funded primarily
from  proceeds  derived from the sale of  consolidated  obligations  of the FHLB
System.  It makes loans to members (i.e.,  advances) in accordance with policies
and  procedures,  established  by the board of directors of the FHLB,  which are
subject to the oversight of the Federal Housing Finance Board. All advances from
the FHLB are required to be fully secured by sufficient collateral as determined
by the FHLB. In addition,  all long-term  advances are required to provide funds
for residential home financing.

         As a member,  First Federal is required to purchase and maintain  stock
in the FHLB of Dallas. At September 30, 1996, First Federal had $444,000 in FHLB
stock,  which was in  compliance  with this  requirement.  In past years,  First
Federal has received substantial dividends on its FHLB stock. Over the past five
fiscal years such  dividends  have averaged 4.75% and were 5.82% for fiscal year
1996.

         Under  federal  law the FHLBs are  required  to  provide  funds for the
resolution  of  troubled  savings  associations  and to  contribute  to low- and
moderately priced housing programs through direct loans or interest subsidies on
advances targeted for community investment and low- and moderate-income  housing
projects.  These  contributions  have  affected  adversely  the  level  of  FHLB
dividends  paid and could continue to do so in the future.  These  contributions
could also have an adverse  effect on the value of FHLB stock in the  future.  A
reduction in value of First  Federal's FHLB stock may result in a  corresponding
reduction in First Federal's capital.

         For the fiscal year ended  September  30, 1996,  dividends  paid by the
FHLB of Dallas to First Federal  totalled  $26,000,  which  constituted a $2,000
increase over the amount of dividends received in fiscal year 1995.

Federal and State Taxation

         Savings   associations  such  as  the  Association  that  meet  certain
definitional  tests relating to the  composition of assets and other  conditions
prescribed by the Internal  Revenue Code of 1986,  as amended (the "Code"),  had
been permitted to establish  reserves for bad debts and to make annual additions
thereto which may, within specified  formula limits,  be taken as a deduction in
computing taxable income for federal income tax purposes. The


<PAGE>



amount of the bad debt reserve deduction for "non-qualifying  loans" is computed
under the experience  method.  The amount of the bad debt reserve  deduction for
"qualifying  real  property  loans"  (generally  loans  secured by improved real
estate) may be computed under either the experience  method or the percentage of
taxable income method (based on an annual election).

         Under the  experience  method,  the bad debt  reserve  deduction  is an
amount  determined  under a formula based  generally upon the bad debts actually
sustained by the savings association over a period of years.

         The  percentage of specially  computed  taxable  income that is used to
compute a savings  association's bad debt reserve deduction under the percentage
of taxable  income  method  (the  "percentage  bad debt  deduction")  is 8%. The
percentage bad debt  deduction thus computed is reduced by the amount  permitted
as a  deduction  for  non-qualifying  loans  under the  experience  method.  The
availability  of the  percentage  of taxable  income method  permits  qualifying
savings  associations to be taxed at a lower  effective  federal income tax rate
than that applicable to corporations generally (approximately 31.3% assuming the
maximum percentage bad debt deduction).

         If an  association's  specified  assets  (generally,  loans  secured by
residential  real  estate  or  deposits,  educational  loans,  cash and  certain
government  obligations)  constitute  less  than 60% of its  total  assets,  the
association may not deduct any addition to a bad debt reserve and generally must
include existing reserves in income over a four year period.

         Under the percentage of taxable income method,  the percentage bad debt
deduction  cannot  exceed the amount  necessary  to increase  the balance in the
reserve for  "qualifying  real property  loans" to an amount equal to 6% of such
loans  outstanding  at the end of the  taxable  year or the  greater  of (i) the
amount  deductible  under the  experience  method or (ii) the amount  which when
added to the bad debt deduction for "non-qualifying  loans" equals the amount by
which 12% of the amount comprising  savings accounts at year-end exceeds the sum
of surplus,  undivided  profits and reserves at the  beginning  of the year.  At
September 30, 1996, the 6% and 12%  limitations  did not restrict the percentage
bad debt deduction  available to the Association.  It is not expected that these
limitations would be a limiting factor in the foreseeable future.

         In August 1996, legislation was enacted that repeals the reserve method
of accounting  (including  the percentage of taxable income method) used by many
thrifts,  including  the  Association,  to calculate  their bad debt reserve for
federal income tax purposes.  As a result, large thrifts such as the Association
must  recapture  that  portion of the reserve that exceeds the amount that could
have been taken under the specific  charge-off  method for  post-1987 tax years.
The  legislation  also  requires  thrifts to account  for bad debts for  federal
income  tax  purposes  on the  same  basis as  commercial  banks  for tax  years
beginning  after  December 31, 1995.  The  recapture  will occur over a six-year
period,  the  commencement of which will be delayed until the first taxable year
beginning  after  December 31,  1997,  provided the  institution  meets  certain
residential lending requirements. The management of the Company does not believe
that  the  legislation  will  have  a  material  impact  on the  Company  or the
Association.



<PAGE>



         In addition to the regular income tax, corporations,  including savings
associations such as the Association, generally are subject to a minimum tax. An
alternative  minimum tax is imposed at a minimum tax rate of 20% on  alternative
minimum  taxable  income,  which is the sum of a  corporation's  regular taxable
income (with certain  adjustments) and tax preference  items, less any available
exemption.  The alternative  minimum tax is imposed to the extent it exceeds the
corporation's  regular  income tax and net  operating  losses can offset no more
than 90% of alternative  minimum  taxable  income.  For taxable years  beginning
after 1986 and before 1996, corporations, including savings associations such as
the Association,  are also subject to an environmental tax equal to 0.12% of the
excess of alternative  minimum  taxable income for the taxable year  (determined
without regard to net operating  losses and the deduction for the  environmental
tax) over $2 million.

         To the extent earnings appropriated to a savings association's bad debt
reserves for  "qualifying  real property  loans" and deducted for federal income
tax purposes  exceed the allowable  amount of such reserves  computed  under the
experience method and to the extent of the association's  supplemental  reserves
for  losses on loans  ("Excess"),  such  Excess  may not,  without  adverse  tax
consequences,   be  utilized  for  the  payment  of  cash   dividends  or  other
distributions   to  a  shareholder   (including   distributions  on  redemption,
dissolution or  liquidation) or for any other purpose (except to absorb bad debt
losses).  As of September 30, 1996,  the  Association's  Excess for tax purposes
totalled approximately $965,000.

         The Company files  consolidated  federal income tax returns on a fiscal
year basis using the accrual method of accounting. Savings associations, such as
the Association,  that file federal income tax returns as part of a consolidated
group are required by applicable  Treasury  regulations  to reduce their taxable
income for purposes of computing the  percentage  bad debt  deduction for losses
attributable  to  activities  of  the  non-savings  association  members  of the
consolidated  group  that are  functionally  related  to the  activities  of the
savings association member.

         The  Company  has not been  audited by the IRS with  respect to federal
income tax returns since its organization.

         Louisiana Taxation. The Company is subject to the Louisiana Corporation
Income Tax based on its Louisiana  taxable income,  as well as franchise  taxes.
The  Corporation  Income Tax applies at  graduated  rates from 4% upon the first
$25,000 of Louisiana  taxable  income to 8% on all Louisiana  taxable  income in
excess of $200,000.  For these  purposes,  "Louisiana  taxable income" means net
income  which is earned  within or  derived  from  sources  within  the State of
Louisiana,  after adjustments  permitted under Louisiana law including a federal
income tax  deduction  and an allowance  for net  operating  losses,  if any. In
addition,  First Federal is subject to the Louisiana Shares Tax which is imposed
on the assessed value of its stock.  The formula for deriving the assessed value
is to  calculate  15% of the  sum of (a)  20% of the  Association's  capitalized
earnings, plus (b) 80% of the Association's taxable stockholders' equity, and to
subtract from that figure 50% of the  Association's  real and personal  property
assessment.   Various  items  may  also  be  subtracted   in   calculating   the
Association's capitalized earnings.

         Delaware  Taxation.  As a  Delaware  holding  company,  the  Company is
exempted  from Delaware  corporate  income tax but is required to file an annual
report with and pay an


<PAGE>



annual fee to the State of  Delaware.  The Company is also  subject to an annual
franchise tax imposed by the State of Delaware.

Executive Officers

         The following information as to the business experience during the past
five years is supplied with respect to executive officers of the Company. Except
as otherwise indicated, the persons named have served as officers of the Company
since it  became  the  holding  company  of the  Association  and all  positions
described  below  are  with  the  Association.  There  are  no  arrangements  or
understandings  between the persons named and any other person pursuant to which
such officers were selected.

         Wayne McKinnon Gilmore.  Mr. Gilmore, age 75, is Chairman of the Board,
President and Chief Executive  Officer of the  Association.  He was elected as a
director  and Chief  Executive  Officer  in 1957,  as  President  in 1987 and as
Chairman of the Board in 1994.

         H. Andrew Myers,  Jr. Mr. Myers,  47, joined the Association in 1989 as
Executive Vice President.  He is responsible for overseeing the daily management
functions of the Association.

         Kathryn  Fontenot  Chelette,  CPA.  Ms.  Chelette,  age 30,  became the
Controller  of the  Association  in 1991.  From  1988 to  1991,  she was a staff
accountant  with John S.  Dowling  & Co.,  a  corporation  of  certified  public
accountants.

Employees

         At  September  30,  1996,  the  Company  had a total  of 15  employees,
including 2 part-time  employee.  The Company's employees are not represented by
any collective bargaining group.  Management considers its employee relations to
be good.


<PAGE>



Item 2. Description of Property

         The  Company  conducts  its  business  at its main  office  located  in
Opelousas,  Louisiana.  The following table sets forth  information  relating to
each of the Company's properties as of September 30, 1996.


                                                        Total
                                          Owned      Approximate  September 30,
                            Year           or           Square      1996 Book
Location                  Acquired       Leased        Footage        Value
--------                  --------       ------       ---------       -----
                                                                  (In Thousands)
Main Office:
459 East Landry Street      1969          Owned        5,516          $467
Opelousas, Louisiana
Storage Facility:
434 S. Lombard Street       1993          Owned          768            10
Opelousas, Louisiana



         The Company  believes that its current  facilities are adequate to meet
the present and foreseeable needs of the Association and the Company, subject to
possible future expansion.

         The  Company  maintains  an  on-line  data base  with a service  bureau
servicing financial institutions.  The net book value of the data processing and
computer equipment utilized by the Company at September 30, 1996 was $10,000.

Item 3. Legal Proceedings

         The Company is involved  from time to time as plaintiff or defendant in
various  legal  actions  arising in the  normal  course of  business.  While the
ultimate outcome of these proceedings cannot be predicted with certainty,  it is
the opinion of management,  after  consultation  with counsel  representing  the
Company in the proceedings,  that the resolution of these proceedings should not
have a material effect on the Company's results of operations.

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

         No matter was  submitted  to a vote of  security  holders,  through the
solicitation  of proxies or otherwise,  during the quarter  ended  September 30,
1996.



<PAGE>



                                     PART II


Item  5.  Market for Common Equity and Related
          Stockholder Matters

         Page 49 of the Company's 1996 Annual Report to  Stockholders  is herein
incorporated by reference.


Item  6.  Management's Discussion and Analysis or Plan of Operation

         Pages 4 through 15 of the Company's 1996 Annual Report to  Stockholders
is herein incorporated by reference.


Item  7.  Financial Statements

         Pages 17 through 48 of the Company's 1996 Annual Report to Stockholders
are herein incorporated by reference.


Item  8.  Changes in and Disagreements With Accountants on
          Accounting and Financial Disclosure

         There has been no  Current  Report  on Form 8-K filed  within 24 months
prior to the date of the most recent financial  statements reporting a change in
accountants and/or reporting disagreements on any matter of accounting principle
or financial statement disclosure.




<PAGE>



                                    PART III

Item 9.  Directors and Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the Exchange Act

         Information  concerning  directors of the  Registrant  is  incorporated
herein by reference from the Company's  definitive  Proxy Statement for the 1996
Annual Meeting of Stockholders, a copy of which will be filed not later than 120
days after the close of the fiscal year.

Item 10.  Executive Compensation

         Information concerning executive compensation is incorporated herein by
reference  from the  Company's  definitive  Proxy  Statement for the 1996 Annual
Meeting of  Stockholders,  a copy of which will be filed not later than 120 days
after the close of the fiscal year.

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management

         Information  concerning security ownership of certain beneficial owners
and management is incorporated herein by reference from the Company's definitive
Proxy  Statement for the 1996 Annual  Meeting of  Stockholders,  a copy of which
will be filed not later than 120 days after the close of the fiscal year.

Item 12.  Certain Relationships and Related Transactions

         Information   concerning  certain  relationships  and  transactions  is
incorporated  herein by reference from the Company's  definitive Proxy Statement
for the 1996 Annual Meeting of  Stockholders,  a copy of which will be filed not
later than 120 days after the close of the fiscal year.


<PAGE>



                                     PART IV


Item 13.  Exhibits and Reports on 8-K

         (a) Exhibits:
<TABLE>
<CAPTION>


                                                                                 Reference to
                                                                                 Prior Filing
Regulation                                                                       or Exhibit
S-K Exhibit                                                                     Number Attached
  Number                       Document                                             Hereto
-----------              -------------------                                    ---------------
<S>         <C>                                                                 <C>
     3       Articles of Incorporation and Bylaws..............................        *
     4       Instruments defining the rights of security holders,
             including indentures:
               Common Stock Certificate........................................        *
    10       Material contracts:
              (a) Employee Stock Ownership Plan................................        *
              (b) Stock Option and Incentive Plan..............................        *
              (c) Employment Agreements:
                  Wayne McKinnon Gilmore.......................................        *
                  H. Andrew Myers, Jr..........................................        *
                  Kathryn Fontenot Chelette....................................        *
              (d) Recognition and Retention Plan...............................        *
              (e) Defined Contribution Plan....................................        *
    11       Statement re computation of per share earnings....................      None
    13       Annual Report to Security Holders for the last fiscal year, Form
               10-Q or 10QSB or quarterly report to security holders...........       13
    16       Letter on change in certifying accountant.........................        *
    21       Subsidiaries of Registrant........................................      None
    23       Consent of Experts and Counsel....................................       23
    24       Power of Attorney................................................. Not required
    27       Financial Data Schedule...........................................       27
    99       Additional Exhibits...............................................      None
<FN>
--------------------
         *Filed  on  December   13,   1994  as  exhibits  to  the   Registrant's
Registration  Statement No. 33-87292 on Form S-1. All of such  previously  filed
documents are hereby  incorporated  herein by reference in accordance  with Item
601 of Regulation S-B.
</FN>
</TABLE>


         (b)  Reports on Form 8-K:

         No reports on Form 8-K have been filed  during the  three-month  period
ended September 30, 1996.


<PAGE>



                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
Registrant  caused  this  Report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                       ST. LANDRY FINANCIAL CORPORATION


Date: December 23, 1996                By:  /s/ Wayne McK. Gilmore
      ----------------------           -----------------------------------------
                                       Wayne McK. Gilmore, Chairman of the Board
                                       President and Chief Executive Officer
                                       (Duly Authorized Representative)

         Pursuant to the  requirements  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 the dates indicated.


 /s/ Wayne McK. Gilmore                /s/ H. Kent Aguillard
----------------------------           -----------------------------------------
Wayne McK. Gilmore                     H. Kent Aguillard, Director
 Chairman of the Board
 President and Chief Executive
 Officer (Principal Executive
 and Operating Officer)

Date:   December 23, 1996              Date:    December 23, 1996
        --------------------                    --------------------------------

 /s/ Anna Lee Dunbar                   /s/ Lynette Young Feucht
----------------------------           -----------------------------------------
Anna Lee Dunbar, Director              Lynette Young Feucht, Director

Date:   December 23, 1996              Date:    December 23, 1996
        --------------------                    --------------------------------

/s/ Patrick Fontenot                  /s/ Simon Howard Fournier
----------------------------          ------------------------------------------
Patrick Fontenot, Director            Simon Howard Fournier, Director

Date:   December 23, 1996             Date:    December 23, 1996
        --------------------                   ---------------------------------

/s/ Morgan J. Goudeau                 /s/ H. Andrew Myers, Jr.
----------------------------          ------------------------------------------
Morgan J. Goudeau, III,               H. Andrew Myers, Jr.,
 Director                               Executive Vice President and Director

Date:   December 23, 1996             Date:    December 23, 1996
        --------------------                   ---------------------------------

/s/ Martin A. Roy, Jr.                /s/ Marvin Schwartzenburg
----------------------------          ------------------------------------------
Martin A. Roy, Jr.                    Marvin Schwartzenburg, Director
 Vice President, Treasurer
 and Director

Date:   December 23, 1996             Date:    December 23, 1996
        --------------------                   ---------------------------------

/s/ Randy C. Tomlinson                /s/ Robert L. Wolfe, Jr.
----------------------------          ------------------------------------------
Randy C. Tomlinson, Director          Robert L. Wolfe, Jr., Director

Date:   December 23, 1996             Date:    December 23, 1996
        --------------------                   ---------------------------------

/s/ Kathryn Fontenot                  Date:    December 23, 1996
----------------------------                   ---------------------------------
Kathryn Fontenot Chelette,
 Controller (Principal
 Financial and Accounting
 Officer)