SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

For the fiscal year ended       September 30, 2001
                          -----------------------------

                                     - or -

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

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

Commission Number:  1-13712

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

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

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

Registrant's telephone number, including area code:        (337) 828-3212
                                                           --------------
Securities registered pursuant to Section 12(b) of the Act:

    Title of Each Class                Name of Each Exchange on which Registered
    -------------------                -----------------------------------------

    Common Stock, par value                    American Stock Exchange
    $.01 per share

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

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

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

         The aggregate  market value of the voting stock held by  non-affiliates
of the Registrant,  based on the closing price of the Registrant's  Common Stock
as quoted on the American Stock Exchange on December 24, 2001, was $38.2 million
(1,946,560 shares at $19.60 per share).

         As of December  24, 2001 there were  issued and  outstanding  2,378,476
shares of the Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions  of the Annual  Report to  Stockholders  for the Fiscal Year Ended
     September 30, 2001. (Parts I, II and IV)
2.   Portions  of  the  Proxy   Statement   for  the  2002  Annual   Meeting  of
     Stockholders. (Part III)
<PAGE>

                                      INDEX
<TABLE>
<CAPTION>

PART I                                                                                                         Page
                                                                                                               ----

<S>      <C>                                                                                                 <C>
Item 1.     Business...........................................................................................  1

Item 2.     Properties........................................................................................  21

Item 3.     Legal Proceedings.................................................................................  21

Item 4.     Submission of Matters to a Vote of Security Holders...............................................  21

PART II

Item 5.     Market for Registrant's Common Equity and Related Stockholder Matters.............................  21

Item 6.     Selected Financial Data...........................................................................  21

Item 7.     Management's Discussion and Analysis of Financial Condition and
                 Results of Operations........................................................................  21

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk........................................  22

Item 8.     Financial Statements and Supplementary Data.......................................................  22

Item 9.     Changes In and Disagreements with Accountants on Accounting and Financial
              Disclosure......................................................................................  22

PART III

Item 10.    Directors and Executive Officers of the Registrant................................................  22

Item 11.    Executive Compensation............................................................................  22

Item 12.    Security Ownership of Certain Beneficial Owners and Management....................................  22

Item 13.    Certain Relationships and Related Transactions....................................................  22

PART IV

Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K...................................  22
</TABLE>


<PAGE>

                                     PART I

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

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

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

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

General

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

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

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

                                        1
<PAGE>

Market Area/Competition

            Teche Federal's home office is located in Franklin, St. Mary Parish,
Louisiana,  which is  approximately  50 miles  southeast of Lafayette,  90 miles
south of Baton Rouge and 120 miles west of New Orleans.  The limited  population
of Franklin and St. Mary Parish  (approximately 9,000 and 64,000,  respectively)
has,  over the years,  caused the Bank to expand  through the  establishment  of
branch offices in the contiguous  Parishes of Iberia, St. Martin,  Lafayette,
Terrebonne and Lafourche.

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

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

Lending Activities

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

<TABLE>
<CAPTION>
                                                                            At September 30,
                                      ----------------------------------------------------------------------------------------------
                                           2001               2000               1999                 1998               1997
                                      ----------------    ---------------    ---------------     ----------------    ---------------
                                               Percent           Percent            Percent              Percent            Percent
                                      Amount  of Total    Amount of Total    Amount of Total     Amount  of Total    Amount of Total
                                      ------  --------    ------ --------    ------ --------     ------  --------    ------ --------
                                                                          (Dollars in Thousands)
<S>                               <C>        <C>      <C>       <C>      <C>        <C>      <C>         <C>     <C>        <C>
Residential real estate mortgage loans:
  One- to four-family...........    $293,435    76.21%  $310,505   79.47%  $296,602    85.43%  $301,071    86.20%  $310,306   88.38%
  Construction/permanent loans..       8,908     2.31     10,821    2.77      4,620     1.33      3,873     1.11      2,381     .68
  Multi-family..................       1,107      .29      1,186     .30      1,318      .38      1,934      .55      2,839     .81
Commercial real estate loans....      10,775     2.80      5,465    1.40      5,207     1.50      6,261     1.79      6,897    1.97
Land loans......................       9,161     2.38      8,173    2.09      5,501     1.58      1,604      .46      2,634     .75

Consumer loans:
  Home equity loans ............      36,039     9.36     33,007    8.45     19,655     5.66     20,186     5.78     14,130    4.02
  Loans on savings accounts.....       4,536     1.18      4,960    1.27      5,166     1.49      5,881     1.69      5,984    1.70
  Other.........................      21,051     5.47     16,617    4.25      9,112     2.63      8,457     2.42      5,919    1.69
                                    --------   ------   --------  ------   --------   ------    -------   ------   --------  ------
       Total loans..............     385,012   100.00%   390,734  100.00%   347,181   100.00%   349,267   100.00%   351,090  100.00%
                                               ======             ======              ======              ======             ======
Less:
  Allowance for loan losses.....       3,436               3,630              3,537               3,515               3,355
  Deferred loan fees, net.......         746                 592                658                 580                 860
                                    --------            --------           --------            --------            --------
        Net loans...............    $380,830            $386,512           $342,986            $345,172            $346,875
                                    ========            ========           ========            ========            ========
</TABLE>
                                       2


<PAGE>

            Loan Maturity Tables. The following table sets forth the maturity of
the Bank's residential construction and commercial real estate loan portfolio at
September  30,  2001.  The  table  does not  include  prepayments  or  scheduled
principal  repayments.  Adjustable-rate  loans  are shown as  maturing  based on
contractual maturities.


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

Amounts due:
  1 year or less......................        $1,853             $2,501
  After 1 year:
    1 year to 5 years.................            --              2,042
    More than 5 years.................         7,055              6,232
                                              ------            -------
      Total due after
           September 30, 2002.........         7,055              8,274
                                              ------            -------
      Total amount due................        $8,908            $10,775
                                              ======            =======


            The  following  table sets forth the dollar  amount of all loans due
after  September 30, 2002,  which have  pre-determined  interest rates and which
have floating or adjustable interest rates.


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

Residential construction..........     $7,055           $    --         $7,055
Commercial real estate............      4,248             4,026          8,274
                                      -------            ------        -------
      Total.......................    $11,303            $4,026        $15,329
                                      =======            ======        =======


            One- to Four-Family  Residential Loans. The primary lending activity
of Teche Federal has  traditionally  been the origination of one- to four-family
owner-occupied,  residential  mortgage loans, secured by property located in the
Bank's  primary  market  area.  In  recent  years,  consumer  lending  has  been
increasing.

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

                                        3
<PAGE>

            The Bank offers fixed-rate and  adjustable-rate  mortgage loans with
terms of up to 30 years,  which  amortize  monthly.  Interest  rates  charged on
mortgage  loans are  competitively  priced  based on market  conditions  and the
Bank's  cost of funds.  The Bank  originates  and holds  most of its  fixed-rate
mortgage  loans  as  long  term  investments.   Most  loans  are  originated  in
conformance  with the Federal Home Loan Mortgage  Corporation  ("FHLMC") and the
Federal National Mortgage  Association  ("FNMA") guidelines and can therefore be
sold in the secondary  market  should  management  deem it  necessary.  The Bank
originated  $27.4  million of  fixed-rate  mortgage  loans during the year ended
September 30, 2001.

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

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

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

            Loans  secured  by  multi-family  and  commercial  real  estate  are
generally  larger and involve a greater  degree of risk than one- to four-family
residential  mortgage  loans. Of primary concern in multi- family and commercial
real estate lending is the borrower's creditworthiness, the feasibility and cash
flow  potential  of the  project,  and the outlook for  successful  operation or
management  of the  properties.  As a  result,  repayment  of such  loans may be
subject  to a greater  extent  than  residential  real  estate  loans to adverse
conditions  in the real estate  market or the economy.  In  accordance  with the
Bank's  classification of assets policy and procedure,  the Bank requests annual
financial  statements on major loans secured by multi-family and commercial real
estate.  At  September  30,  2001 the  aggregate  balance  of the  five  largest
multi-family  and  commercial  real estate  loans  totaled  $3.1 million with no
single loan larger than $740,000.

         Land Loans.  At September 30, 2001, the Bank had $9.2 million  invested
in residential lot loans to individuals.

         Home Equity  Loans.  The Bank also  offers home equity  loans on single
family  residences.  At September 30, 2001,  home equity  mortgage loans totaled
$36.0 million. While the Bank does offer

                                        4
<PAGE>

adjustable  rate home equity  lines of credit,  the  majority of the home equity
portfolio  have fixed rates with a maximum  term of 30 years.  A variety of home
equity loan programs are offered including combined loan to values up to 125.00%
of   collateral,   however,   such  loans  are  generally  for  shorter   terms.
Creditworthiness, capacity, and loan to value are the primary factors considered
during  underwriting.  To offset additional credit risk and higher combined loan
to values, the Bank reduces loan terms and increases loan yields.

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

            Loans  secured  by  deposits  at the Bank are made up to 100% of the
deposit.  At September  30, 2001,  the Bank had $4.5 million of loans secured by
deposits.

            Teche Federal also  originates  automobile and mobile home loans. At
September 30, 2001,  $5.6 million and $10.4 million  consisted of automobile and
mobile home loans, respectively.

            The Bank has a credit card  program  whereby  customers  are offered
revolving  credit  through  Teche  Federal  credit cards which are serviced by a
third-party  vender.  At September 30, 2001,  such credit cards had a balance of
$1.5 million.

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

            Loans-to-One Borrower. Savings associations cannot make any loans to
one  borrower  in an amount  that  exceeds in the  aggregate  15% of  unimpaired
capital and retained income on an unsecured basis and an additional amount equal
to 10% of  unimpaired  capital  and  retained  income if the loan is  secured by
readily  marketable  collateral  (generally,  financial  instruments,  not  real
estate) or  $500,000,  whichever  is  higher.  The  Bank's  maximum  loan-to-one
borrower limit was approximately $7.0 million as of September 30, 2001.

Non-Performing and Problem Assets

         General. Teche Federal's primary market area is dependent, to a certain
extent,  on the oil and gas,  seafood and  agricultural  (primarily  sugar cane)
industries.  These industries are cyclical in nature and have a direct impact on
the level and performance of the Bank's loan portfolio. In the mid-1980s, after

                                        5
<PAGE>

sharp  increases in interest  rates,  oil prices fell,  causing severe  economic
problems in Louisiana and the Bank's primary market area.  During this time, the
Bank experienced a sharp increase in non-performing assets and real estate owned
("REO").  The Bank's primary market area has, to a certain  extent,  diversified
somewhat since the mid-1980's, however, management continues to monitor its loan
portfolio for appropriate underwriting standards.

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

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

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

                                        6
<PAGE>

<TABLE>
<CAPTION>
                                                                    At September 30,
                                                    ----------------------------------------------
                                                     2001      2000      1999      1998      1997
                                                    ------    ------    ------    ------    ------
                                                                 (Dollars in thousands)
<S>                                               <C>       <C>       <C>       <C>       <C>
Loans accounted for on a non-accrual basis:
 Mortgage loans:
   Permanent loans secured by one- to four-family
     residences .................................   $  294    $  793    $  609    $  640    $1,028
   All other mortgage loans .....................       71        76        --        --        --
 Consumer .......................................      300       144        51        83        88
                                                    ------    ------    ------    ------    ------
      Total .....................................   $  665    $1,013    $  660    $  723    $1,116
                                                    ======    ======    ======    ======    ======
Accruing loans which are contractually past
due 90 days or more:
 Mortgage loans:
   Permanent loans secured by one- to four-family
     residences .................................       --        --        --        --        --
   All other mortgage loans .....................       --        --        --        --        --
 Consumer .......................................       --        --        --        --        --
                                                    ------    ------    ------    ------    ------
      Total .....................................   $   --    $   --    $   --    $   --    $   --
                                                    ======    ======    ======    ======    ======
Total non-performing loans ......................   $  665    $1,013    $  660    $  723    $1,116
                                                    ======    ======    ======    ======    ======

Real estate owned ...............................   $  282    $  232    $  178    $  331    $   33
                                                    ======    ======    ======    ======    ======
Total non-performing assets .....................   $  942    $1,245    $  838    $1,054    $1,149
                                                    ======    ======    ======    ======    ======

Total non-performing loans to total loans
  outstanding before allowance ..................      .17%      .28%      .19%      .20%      .31%
                                                    ======    ======    ======    ======    ======
Total non-performing loans to total assets ......      .14%      .21%      .15%      .18%      .27%
                                                    ======    ======    ======    ======    ======
Total non-performing assets to total assets .....      .21%      .26%      .19%      .26%      .28%
                                                    ======    ======    ======    ======    ======
</TABLE>

            Interest income that would have been recorded on loans accounted for
on a  non-accrual  basis  under  the  original  terms  of  such  loans  was  not
significant for the year ended September 30, 2001.

            The following  table sets forth the types and dollar  amounts of the
Bank's loans which were more than 60 days delinquent as of September 30, 2001:


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

Residential mortgage loans.......................                $790
Commercial real estate loans.....................                $ --
Land loans.......................................                $ --
Consumer loans...................................                $366


            Real Estate Owned. Real estate acquired by the Bank as the result of
foreclosure or by deed in lieu of foreclosure is classified as real estate owned
until it is sold.  When property is acquired it is recorded at the fair value at
the date of  foreclosure.  At September  30,  2001,  the Bank had REO with a net
balance of $282,000.

                                        7
<PAGE>

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

            Management's  judgment  as to the  level of the  allowance  for loan
losses  involves  the  consideration  of  the  following  factors:  current  and
anticipated  economic  conditions and their potential  effects on borrowers,  an
evaluation of the existing  relationships among borrowers and loans, the present
level of the allowance,  the Bank's  historical loss experience,  the historical
charge-off  percentages  for state and national  savings  banks,  the results of
examinations of the loan  portfolio  by  regulatory  agencies  and  management's
internal review of the loan portfolio. In addition, management considers changes
in loan concentrations by type of loan that occurred during the period.  Because
certain types of loans have higher credit risk,  greater  concentrations of such
loans  may  result  in  an  increase  to  the  allowance.   In  determining  the
collectibility   of  certain  loans,  the  estimated  value  of  any  underlying
collateral is considered. Management also takes into account the total amount of
past due loans and within such group, the amount that is thirty,  sixty,  ninety
or  one-hundred  twenty  days  past  due.   Nonperforming  loans  are  evaluated
individually, based primarily on the value of the underlying collateral securing
the loan.  Larger  loans,  such as  multi-family  mortgages  are also  generally
evaluated for impairment individually.

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

                                        8
<PAGE>

            Allocation  of Allowance for Loan Losses.  The following  table sets
forth the  allocation  of the Bank's  allowance for loan losses by loan category
and the percent of loans in each category to total loans receivable at the dates
indicated.  The  portion  of the loan  loss  allowance  allocated  to each  loan
category  does not  represent  the total  available  for losses  which may occur
within the loan  category  since the total loan loss  allowance  is a  valuation
reserve  applicable to the entire loan portfolio.  The change in allocation from
September 30, 2000 to September 30, 2001 reflects the relative  balances at year
end of each loan category as well as management's  assessment at year end of the
risk characteristics of each loan category.

<TABLE>
<CAPTION>
                                                                     At September 30,(1)
                          -----------------------------------------------------------------------------------------------------
                               2001                2000                  1999               1998                 1997
                          ------------------ --------------------   ------------------ -------------------  -------------------
                                 Percent of           Percent of           Percent of          Percent of           Percent of
                                  Loans to             Loans to             Loans to            Loans to            Loans to
                          Amount Total Loans Amount   Total Loans   Amount Total Loans Amount  Total Loans  Amount  Total Loans
                          ------ ----------- ------   -----------   ------ ----------- ------  -----------  ------  -----------
                                                                    (Dollars in Thousands)
<S>                     <C>       <C>      <C>           <C>      <C>      <C>       <C>          <C>     <C>        <C>
At end of year
allocated to:
One- to
  four-family...........  $2,595    76.21%   $2,742        79.47%   $2,664   85.43%    $2,600       86.20%  $2,558     88.38%
Multi-family
  and commercial
  real estate...........     114     3.09       121         1.70       121    1.88        246        2.34      437      2.78
Construction............      15     2.31        16         2.77        15    1.33         24        1.11       26       .68
Home equity.............     386     9.36       429         8.45       423    5.66        430        5.78      208      4.02
Consumer and
  other loans...........     326     9.03       322         7.61       314    5.70        215        4.57      126      4.14
                          ------   ------    ------       ------    ------  ------     ------      ------   ------    ------
Total allowance(1)......  $3,436   100.00%   $3,630       100.00%   $3,537  100.00%    $3,515      100.00%  $3,355    100.00%
                          ======   ======    ======       ======    ======  ======     ======      ======   ======    ======
</TABLE>

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

                                        9
<PAGE>

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

<TABLE>
<CAPTION>
                                                                           At September 30,
                                                -------------------------------------------------------------------
                                                   2001          2000          1999          1998          1997
                                                ---------     ---------     ---------     ---------     ---------
                                                                        (Dollars in Thousands)
<S>                                             <C>           <C>           <C>           <C>           <C>
Total loans outstanding, net ................   $ 380,830     $ 386,512     $ 342,986     $ 345,172     $ 346,875
                                                =========     =========     =========     =========     =========

Average loans outstanding ...................   $ 389,963     $ 382,173     $ 340,540     $ 349,769     $ 336,509
                                                =========     =========     =========     =========     =========


Allowance balances (at beginning of year) ...   $   3,630     $   3,537     $   3,515     $   3,355     $   3,182
                                                ---------     ---------     ---------     ---------     ---------

Provision ...................................          80           120           150           180           240
                                                ---------     ---------     ---------     ---------     ---------
Charge offs:
  Residential real estate mortgage loans:
    One- to four-family units ...............         (91)          (23)          (60)          (56)           (7)
  Construction loans ........................          --            --            --            --            --
  Multi-family and commercial
    real estate loans .......................         (10)           --            --            --            --
  Land loans ................................          --            --            --            --            --
  Other .....................................        (185)          (66)         (112)           (8)          (69)
                                                ---------     ---------     ---------     ---------     ---------
      Total charge-offs .....................        (286)          (89)         (172)          (64)          (76)
Recoveries
  Residential real estate mortgage loans:
    One- to four-family units ...............           1            19            38            18             9
  Construction loans ........................          --            --            --            --            --
  Multi-family and commercial
     real estate loans ......................          --            --            --            22            --
  Land loans ................................          --            --            --            --            --
  Other .....................................          11            43             6             4            --
                                                ---------     ---------     ---------     ---------     ---------
      Total recoveries ......................          12            62            44            44             9
                                                ---------     ---------     ---------     ---------     ---------
  Net (charge-offs) .........................        (274)          (27)         (128)          (20)          (67)
                                                ---------     ---------     ---------     ---------     ---------
Allowance balance (at end of year) ..........   $   3,436     $   3,630     $   3,537     $   3,515     $   3,355
                                                =========     =========     =========     =========     =========

Allowance for loan losses to total loans
  outstanding before allowance ..............         .89%          .93%         1.02%         1.01%          .96%
Net loans charged off as a percent of average
loans outstanding before allowance ..........         .07%          .01%          .04%          .01%          .02%

</TABLE>

Investment Activities

            General.  To supplement lending  activities,  the Company invests in
residential  mortgage-backed   securities,   including  collateralized  mortgage
obligations  ("CMO's"),  investment  securities and interest-  bearing deposits.
These investments have historically consisted of investment securities issued by
U.S.

                                       10
<PAGE>

government agencies and government-sponsored  corporations.  Such securities can
serve as collateral for borrowings and, through repayments and maturities,  as a
source of liquidity.

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

            The Company's  investments in  mortgage-backed  securities and CMO's
includes securities issued by government agencies, private issuers and financial
institutions.  At September 30, 2001, the Company's  investment in CMO's did not
include any residual interest or interest-only or principal-only  securities. As
a matter of policy,  the Company does not invest in residual  interests of CMO's
or interest-only and principal-only securities. The CMO's held by the Company at
September  30,  2001  consisted  of  floating  rate  and  fixed  rate  tranches.
Generally,  private issued CMO's tend to have greater prepayment and credit risk
than those issued by government agencies or  government-sponsored  corporations,
such as the FHLMC, FNMA and GNMA, because they often are secured by jumbo loans.
At September  30, 2001,  the Bank had CMO's with an aggregate  estimated  market
value of $19.4 million, all of which were privately issued. To minimize the risk
of private issued CMO's,  the Bank only purchases  those CMOs rated AA or better
by one of the rating agencies.

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


                                                At September 30,
                                          ---------------------------
                                            2001      2000      1999
                                          -------   -------   -------
                                                (In Thousands)

Investment securities issued by U.S. ..
  Government agencies and corporations    $    --   $ 3,385   $ 4,375
FHLB Stock ............................     4,776     5,781     4,229
Mortgage-backed securities ............    21,532    30,949    26,277
CMO's .................................    19,395    22,181    32,042
Municipal obligations .................        70        93       201
Equity securities .....................       233       601       565
                                          -------   -------   -------
   Total investment and mortgage-backed
      securities ......................    46,006    62,990    67,689
Interest-bearing deposits .............    13,777       860     1,829
                                          -------   -------   -------
   Total investments ..................   $59,783   $63,850   $69,518
                                          =======   =======   =======

                                       11
<PAGE>

            Investment  Portfolio  Maturities.  The  following  table sets forth
certain information  regarding the amortized cost, carrying value, market value,
weighted   average   yields  and   maturities  of  the  Bank's   investment  and
mortgage-backed securities portfolio at September 30, 2001.

<TABLE>
<CAPTION>
                                                            As of September 30, 2001
                    ---------------------------------------------------------------------------------------------------------------
                     One Year or Less  One to Five Years  Five to Ten Years  More than Ten Years          Total Investments
                     ----------------  -----------------  -----------------  ------------------- ----------------------------------
                    Amortized  Average Amortized Average  Amortized  Average Amortized Average   Amortized Average Carrying  Market
                      Cost      Yield    Cost    Yield      Cost      Yield    Cost     Yield      Cost     Yield   Value    Value
                      ----      -----    ----    -----      ----      -----    ----     -----      ----     -----   -----    -----
                                                 (Dollars in Thousands)
<S>                 <C>         <C>     <C>       <C>     <C>         <C>    <C>         <C>     <C>       <C>   <C>       <C>
Mortgage-backed
 Securities
 available
 for sale(1)........ $1,298      6.50    $2,201    5.90    $   66      8.22   $17,577     6.61    $21,142   6.53  $21,532   $21,532
CMO's held
  to maturity(1)....     --        --        --      --        --        --    18,762     6.50     18,762   6.50   19,395    19,395
FHLB Stock..........     --        --        --      --        --        --        --       --      4,776   5.12    4,776     4,776
Municipal
  Obligations(2)....     --        --        70    4.43        --        --        --       --         70   4.43       70        70
Equity
  Securities........     --        --        --      --        --        --        --       --        190     --      233       233
                     ------              ------            ------             -------             -------         -------   -------
      Total......... $1,298      6.50%   $2,271    5.86%   $   66      8.22%  $36,339     6.55%   $44,940   6.33% $46,006   $46,006
                     ======              ======            ======             =======             =======         =======   =======

</TABLE>

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

                                       12
<PAGE>

Sources of Funds

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

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

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

            Non-interest  bearing demand accounts  constituted $23.3 million, or
6.8% of the Bank's  deposit  portfolio  at  September  30,  2001.  Money  market
accounts  and NOW accounts  constituted  $86.7  million,  or 25.3% of the Bank's
deposit  portfolio at September 30, 2001.  Regular savings accounts  constituted
$24.5 million,  or 7.1% of the Bank's  deposit  portfolio at September 30, 2001.
Certificates  of deposit  constituted  $208.5  million  or 60.8% of the  deposit
portfolio,  including  $42.2 million of which had balances of $100,000 and over.
As of September 30, 2001, the Bank had no brokered deposits.

            Certificate  Accounts of $100,000 and Above. Teche Federal maintains
a policy of offering higher interest rates on certificates with larger balances.
As a  result,  to some  extent,  Teche  Federal  customers  tend to  consolidate
accounts  to earn  the  highest  possible  interest.  This  enables  the Bank to
effectively  compete  in the  marketplace,  reduce the  number of  accounts  and
associated  costs,  and  increase,  to some extent the number of  accounts  with
balances of $100,000.  The  following  table  indicates the amount of the Bank's
certificates  of deposit of $100,000 or more by time remaining until maturity as
of September 30, 2001.


                                        Certificates         Weighted
                                         of Deposit        Interest Rate
                                         ----------        -------------
                                       (In Thousands)
Maturity Period:
----------------
3 months or less.....................      $ 8,886              5.66%
Over 3 through 6 months..............        8,187              5.41
Over 6 through 12 months.............       10,593              5.32
Over 12 months.......................       14,534              5.34
                                           -------              ----
Totals...............................      $42,200              5.42%
                                           =======              ====

                                       13
<PAGE>

Borrowings

            Deposits are the primary  source of funds of the Bank's  lending and
investment activities and for its general business purposes. The Bank may obtain
advances  from the FHLB of Dallas to  supplement  its supply of lendable  funds.
Advances from the FHLB of Dallas are typically secured by a pledge of the Bank's
stock in the FHLB of Dallas and a portion of the Bank's first mortgage loans and
certain other assets.  The Bank, if the need arises, may also access the Federal
Reserve Bank discount  window to supplement  its supply of lendable funds and to
meet deposit withdrawal  requirements.  At September 30, 2001, Teche Federal had
$67.1 million in advances outstanding from the FHLB of Dallas.

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

<TABLE>
<CAPTION>

                                                      At or For the Year Ended September 30,
                                                      --------------------------------------
                                                          2001        2000        1999
                                                          ----        ----        ----
                                                              (Dollars in Thousands)
<S>                                                   <C>         <C>          <C>
FHLB advances:
  Average balance outstanding......................     $25,946     $52,500      $39,100
  Maximum amount outstanding at any
     month-end during the year.....................      60,700      60,700       47,300
  Balance outstanding at end of year...............          --      57,500       44,300
  Weighted average interest rate during the year...        6.26%       6.00%        5.00%
  Weighted average interest rate at end of year....          --%       6.60%        4.93%

</TABLE>

Subsidiary Activity

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

            As of  September  30,  2001,  the  Bank had one  subsidiary:  Family
Investment  Services,  Inc.  ("FISI")  and  the net  book  value  of the  Bank's
investment  in  stock,  unsecured  loans  and  conforming  loans in its  service
corporation was $104,077. FISI was inactive at September 30, 2001.

Personnel

            As of  September  30,  2001,  the  Bank  had  163  full-time  and 53
part-time employees. None of the Bank's employees is represented by a collective
bargaining  group. The Bank believes that its relationship with its employees is
good.

Regulation

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

                                       14
<PAGE>

Holding Company Regulation

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

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

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

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

                                       15
<PAGE>

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

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

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

Regulation of the Bank

            General. As a federally chartered, SAIF-insured savings association,
the Bank is subject to  extensive  regulation  by the OTS and the FDIC.  Lending
activities and other  investments must comply with various federal statutory and
regulatory   requirements.   The  Bank  is  also  subject  to  certain   reserve
requirements promulgated by the Federal Reserve Board.

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

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

                                       16
<PAGE>

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

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

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

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

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

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

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

            The OTS provides an interest rate  sensitivity  report of NPV to all
institutions  that file with the OTS a  Consolidated  Maturity  & Rate  Schedule
("CMR") as a part of the institution's  quarterly Thrift Financial  Report.  The
OTS simulation  model uses a discounted  cash flow analysis and an  option-based
pricing  approach to measuring  the interest  rate  sensitivity  of NPV. The OTS
model estimates the

                                       17
<PAGE>

economic value of each type of asset, liability,  and off-balance sheet contract
under the  assumption  that the Treasury  yield curve shifts  instantaneous  and
parallel up and down 100 to 300 basis points in 100 basis points increments. The
OTS allows  thrifts  with under $1 billion in total assets to use the results of
their interest rate sensitivity model, which is based on information provided by
the institution, to estimate the sensitivity of NPV.

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

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

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

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

            The OTS uses,  as a  critical  point,  a change of plus or minus 200
basis  points  in  order  to set its  "normal"  institutional  results  and peer
comparisons.  A resulting  change in NPV of more than 2% of the estimated market
value of its assets will require the  institution to deduct from its capital 50%
of that excess  change.  The rules  provide that the OTS will  calculate the IRR
component  quarterly for each institution.  The greater the change,  positive or
negative,  in NPV,  the more  interest  rate risk is  assumed  to exist with the
institution.  The following table lists the Bank's latest  percentage  change in
NPV assuming an immediate change of plus or minus 100, 200, and 300 basis points
from the level of interest rates at September 30, 2001.

                                       18
<PAGE>

                                                            NPV as % of PV
                                  Net Portfolio Value         of Assets
                   ----------------------------------     -------------------
       Change                                               NPV
     in Rates(1)   $ Amount   $Change(2)  %Change(3)       Ratio(4)  Change(5)
     -----------   --------   ----------  ----------       --------  ---------
                  (Dollars in Thousands)

       +300 bp      48,374    -12,961          -21%        10.47%     -197bp
       +200 bp      53,715     -7,620          -12         11.36      -108bp
       +100 bp      58,553     -2,783           -5         12.10       -34bp
          0 bp      61,336                                 12.44
       -100 bp      60,064     -1,272           -2         12.04       -40bp
       -200 bp      57,786     -3,549           -6         11.46       -98bp

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


                                                 September 30,  September 30,
                                                      2001          2000
                                                 -------------  -------------

*** RISK MEASURES: 200 BP RATE SHOCK ***
Pre-Shock NPV Ratio: NPV as % of PV of Assets....    12.44%          10.09%
Exposure Measure: Post-Shock NPV Ratio...........    11.36%           7.66%
Sensitivity Measure: Change in NPV Ratio.........     108bp          243 bp
*** CALCULATION OF CAPITAL COMPONENT ***
Change in NPV as % of PV of Assets...............     1.61%           2.80%
Interest Rate Risk Capital Component ($000)......   $    0         $     0


            As the table shows,  increases in interest rates would result in net
decreases in the Bank's NPV,  while  decreases in interest  rates will result in
smaller net  increases  in the Bank's NPV.  (The Bank's NPV  decreases by 12% if
interest rates increase by 200 basis points.) Certain  shortcomings are inherent
in the methodology used in the above table. Modeling changes in NPV requires the
making of certain  assumptions that may tend to oversimplify the manner in which
actual yields and costs respond to changes in market interest rates.  First, the
models assume that the composition of the Bank's interest  sensitive  assets and
liabilities  existing at the  beginning of a period  remains  constant  over the
period being measured.

                                       19
<PAGE>

Second,  the  models  assume  that a  particular  change  in  interest  rates is
reflected  uniformly  across  the yield  curve  regardless  of the  duration  to
maturity or repricing of specific assets and liabilities.  Accordingly, although
the NPV  measurements  do provide an indication of the Bank's interest rate risk
exposure at a particular  point in time, such  measurements  are not intended to
provide a precise  forecast of the effect of changes in market interest rates on
the Bank's net interest income.

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

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

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

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

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

            Qualified Thrift Lender Test. The Home Owners' Loan Act ("HOLA"), as
amended, requires savings institutions to meet a QTL test. If the Bank maintains
an appropriate  level of Qualified  Thrift  Investments  (primarily  residential
mortgages and related investments, including certain mortgage-backed securities)
("QTIs")  and  otherwise  qualifies  as a QTL,  it will  continue  to enjoy full
borrowing privileges from the FHLB of Dallas. The required percentage of QTIs is
65% of portfolio assets (defined as all assets minus intangible assets, property
used by the  institution  in conducting  its business and liquid assets equal to
10% of total assets).  Certain assets are subject to a percentage  limitation of
20% of portfolio assets. In addition, savings associations may include shares of
stock of the FHLBs,  FNMA and FHLMC as qualifying  QTIs. The FDICIA also amended
the method for measuring  compliance  with the QTL test to be on a monthly basis
in nine out of every 12 months,  as  opposed to on a daily or weekly  average of
QTIs.  As of  September  30,  2001,  the  Bank  was in  compliance  with its QTL
requirement with 88.9% of its assets invested in QTIs.

            A savings  association  that  does not meet a QTL test  must  either
convert  to a bank  charter or comply  with the  following  restrictions  on its
operations:  (i) the savings  association  may not engage in any new activity or
make any new  investment,  directly  or  indirectly,  unless  such  activity  or
investment is permissible for a national bank; (ii) the branching  powers of the
savings association shall be restricted to

                                       20
<PAGE>

those of a national bank; (iii) the savings association shall not be eligible to
obtain any advances from its FHLB;  and (iv) payment of dividends by the savings
association  shall be subject to the rules  regarding  payment of dividends by a
national  bank.  Upon the  expiration  of three  years from the date the savings
association  ceases to be a QTL, it must cease any  activity  and not retain any
investment  not  permissible  for a  national  bank and  immediately  repay  any
outstanding FHLB advances (subject to safety and soundness considerations).

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

Properties

            The Bank operates from its main office located at 211 Willow Street,
Franklin,  Louisiana and fourteen offices. The Bank's total investment in office
property and  equipment was $19.3 million with a net book value of $13.2 million
at September 30, 2001. The Bank currently  operates automated teller machines at
most of its branch offices.

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

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

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

            None.

                                     PART II

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

            Information  relating to the market for  Registrant's  common equity
and related  stockholder  matters appears under the heading "Market and Dividend
Information" in the  Registrant's  Annual Report to Stockholders  for the fiscal
year ended September 30, 2001 ("Annual  Report") and is  incorporated  herein by
reference.

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

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

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

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

                                       21
<PAGE>

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

            See the  information  that appears under the heading "Net  Portfolio
Value  Analysis  - Interest  Rate  Risk" on pages 17  through 20 of this  Annual
Report on Form 10-K.

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

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

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

            None.

                                    PART III

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

            The  information  that  appears  under the headings  "Section  16(a)
Beneficial  Ownership  Reporting  Compliance"  and  "Proposal  I -  Election  of
Directors" in the  Registrant's  definitive proxy statement for the Registrant's
Annual  Meeting of  Stockholders  to be held on  January  23,  2002 (the  "Proxy
Statement"),  which was filed with the  Commission  on  December  21,  2001,  is
incorporated  herein by  reference.  See also "Item 1.  Business  of the Bank --
Personnel" included herein.

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

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

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

            The  above-captioned  information appears under the headings "Voting
Securities  and  Principal  Holders  Thereof"  and  "Proposal  I -  Election  of
Directors" in the Proxy Statement and is incorporated herein by reference.

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

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

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
-------------------------------------------------------------------------

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

                                       22
<PAGE>

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


        Independent Auditors' Report
        Consolidated Balance Sheets as of September 30, 2001 and 2000
        Consolidated Statements of Income For the Years Ended
            September 30, 2001, 2000 and 1999
        Consolidated Statements of Stockholders' Equity
            for the Years Ended September 30, 2001, 2000 and 1999
        Consolidated Statements of Cash Flows for the Years Ended
            September 30, 2001, 2000 and 1999
        Notes to Consolidated Financial Statements

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

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

            (3)   Exhibits

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

             3.1  Articles of Incorporation of Teche Holding Company*
             3.2  Bylaws of Teche Holding Company*
             4.0  Stock Certificate of Teche Holding Company*
            10.1  Form of Teche Federal Savings Bank Management Stock Plan**
            10.2  Form of Teche Holding Company 1995 Stock Option Plan**
            11.0  Statement regarding computation of earnings per share
                  (see Note 13 to the Notes to Consolidated Financial Statements
                  in the Annual Report)
            13.0  Annual  Report to Stockholders  for the fiscal  year  ended
                  September  30,  2001  21.0Subsidiary  of  the Registrant
                  (see "Item 1 Business - Subsidiary  Activity"  herein)
            23.0  Independent Auditors' Consent

                  (b)  Reports on Form 8-K.

                            None.


---------------
*           Incorporated  herein  by  reference  into  this  document  from  the
            Exhibits to Form S-1, Registration  Statement,  initially filed with
            the Commission on December 16, 1994, Registration No. 33-87486.
**          Incorporated  herein  by  reference  into  this  document  from  the
            Exhibits  to the  Registrant's  Form 10-K for the fiscal  year ended
            September 30, 1995, filed with the Commission.

                                       23
<PAGE>

                                   SIGNATURES

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

                                         TECHE HOLDING COMPANY

Dated:  December 19, 2001                By:  /s/Patrick O. Little
                                              Patrick O. Little
                                              President, Chief Executive Officer
                                                and Chairman of the Board
                                              (Duly Authorized Representative)

        Pursuant to the requirement of the Securities Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on December 19, 2001.

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


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


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


By:     /s/Virginia Kyle Hine                                By:      /s/W. Ross Little, Jr.
        ----------------------------------                            ------------------------------
        Virginia Kyle Hine                                            W. Ross Little, Jr.
        Director                                                      Director and Secretary


By:     /s/Henry L. Friedman                                 By:
        ----------------------------------                            ------------------------------
        Henry L. Friedman                                             Thomas F. Kramer, M.D.
        Director                                                      Director

</TABLE>