9TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934







|Louisiana                         | 72-1438784            
|--------------------------------- | ----------------------
|(State or Other Jurisdiction      | (I.R.S. Employer      
|of Incorporation or Organization) | Identification Number)

|300 West Morris Avenue                  
|----------------------------------------
|Hammond, Louisiana                      
|(Address of Principal Executive Offices)



|Securities registered under Section 12(g) of the Exchange 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 12 months
(or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing 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 registrant'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.:

State the issuer's revenues for its most recent fiscal year: $4,296,695

Based upon the $11.938 per share average bid and asked price of the Issuer's common stock as of March 21, 2001, the aggregate market
value of the 248,078 shares of the Issuer's common stock deemed to be held by non-affiliates of the Issuer was $3.0 million.  Although
directors and executive officers of the Issuer and certain of its employee benefit plans were assumed to be "affiliates" of the Issuer for
purposes of this calculation, the classification is not to be interpreted as an admission of such status.

Number of shares of Common Stock outstanding as of March 21, 2001: 327,655

Transitional Small Business Disclosure Format (check one): Yes ____ No  X



Listed below are the documents incorporated by reference and the Part of the Form 10-KSB into which the document is
incorporated: (1) portions of the Annual Report to Stockholders for the year ended December 31, 2000 are incorporated into Part II, Items
5 through 8 of this Form 10-KSB; and (2) portions of the definitive proxy statement for the 2001 Annual Meeting of Stockholders are
incorporated into Part III, Items 9 through 12 of this Form 10-KSB.



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**PART I.**

**Item 1.  Business.**

**General**

FPB Financial Corp.  (the "Company") is a Louisiana corporation organized in February 1999 by
Florida Parishes Bank  (the "Bank") for the purpose of becoming a unitary holding company of the Bank.
The only significant assets of the Company are the capital stock of the Bank, US Agency debt securities,
miscellaneous equity investments and the portion of the net proceeds retained by the Company in
connection with the conversion of the Bank from the mutual to stock form of organization on June 30, 1999
(the "Conversion").  The business and management of the Company consists of the business and
management of the Bank.

The Bank is a federally-chartered stock savings bank that was originally formed in 1922 as Florida
Parishes Homestead Association.  The Bank changed its name to Florida Parishes Bank when it converted
to a federal mutual savings bank in February 1999.

References in this document to the Company include the Bank, unless the context otherwise
requires.  References to"we", "our," "us" and similar expressions include the Company and the Bank.

Our business consists principally of attracting deposits from the general public and using those
funds to originate loans secured by one- to four-family residential loans and, to a lesser extent, consumer
loans, construction loans, commercial real estate loans and land loans.  Our profitability depends primarily
on our net interest income, which is the difference between the income we receive on our loans and other
assets and our cost of funds, which consists of the interest we pay on deposits and borrowings.  At
December 31, 2000, we had total assets of $61.4 million, deposits of $46.0 million and total stockholders'
equity of $6.8 million.

The Bank is subject to examination and comprehensive regulation by the Office of Thrift
Supervision ("OTS"), which is the Bank's chartering authority and primary regulator.  The Bank is also
regulated by the Federal Deposit Insurance Corporation ("FDIC"), the administrator of the Savings
Association Insurance Fund ("SAIF").  The Bank also is subject to certain reserve requirements established
by the Board of Governors of the Federal Reserve System ("Federal Reserve Board" or "FRB") and is a
member of the Federal Home Loan Bank ("FHLB") of Dallas, which is one of the 12 regional banks
comprising the FHLB System.

This Form 10-KSB includes statements that may constitute forward-looking statements, usually
containing the words "believe," "estimate," "project," "expect," "anticipate," "intend" or similar
expressions.  These statements are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995.  Forward-looking statements inherently involve risks and uncertainties that
could cause actual results to differ materially from those reflected in the forward-looking statements.
Factors that could cause future results to vary from current expectations include, but are not limited to, the
following: changes in economic conditions (both generally and more specifically in the markets in which we
operate); changes in interest rates, deposit flows, loan demand, real estate values and competition; changes
in accounting principles, government legislation and regulation; and changes in other risks detailed in this
Form 10-KSB and in the Company's other Securities and Exchange

2

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Commission filings.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which reflect management's
analysis only as of the date hereof.  The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after the date hereof.

The Company's executive office is located at 300 West Morris Avenue, Hammond, Louisiana
70403, and its telephone number is (985) 345-1880.

**Lending Activities**

**General.**  At December 31, 2000, the Company's net loan portfolio totalled $46.6 million,
representing approximately 75.9 % of the Company's $61.4 million of total assets at that date.  All of the
loans included in the loan portfolio at December 31, 2000 were loans originated by the Bank.  The
principal lending activity of the Bank is the origination of one- to four-family residential loans and
consumer loans.  At December 31, 2000, conventional first mortgage, one- to four-family residential loans
(excluding construction loans) amounted to $38.0 million, or 80.7 % of the total loan portfolio, and
consumer loans amounted to $4.1 million, or 8.7 % of the total loan portfolio, in each case before net items.
To a lesser extent, the Bank originates construction loans, commercial loans, commercial real estate loans
and land loans.  At December 31, 2000, construction loans amounted to $1.5  million, or 3.2 % of the total
loan portfolio, commercial loans totalled $384,000, or .8% of the total loan portfolio, commercial real
estate loans totalled $2.4 million, or 5.1 % of the total loan portfolio, and land loans amounted to
$898,000, or 1.9 % of the total loan portfolio, in each case before net items.

The types of loans that the Bank may originate are subject to federal and state laws and
regulations.  Interest rates charged by the Bank on loans are affected principally by the demand for such
loans and the supply of money available for lending purposes and the rates offered by its competitors.
These factors are, in turn, affected by general and economic conditions, the monetary policy of the federal
government, including the Federal Reserve Board, legislative and tax policies, and governmental budgetary
matters.

A savings institution generally may not make loans to one borrower and related entities in an
amount which exceeds the greater of (a) 15% of its unimpaired capital and surplus, although loans in an
amount equal to an additional 10% of unimpaired capital and surplus may be made to a borrower if the
loans are fully secured by readily marketable securities, or (b) $500,000.  At December 31, 2000, the
Bank's limit on loans-to-one borrower was $775,000 and its five largest loans or groups of loans-to-one
borrower, including related entities, aggregated $466,000, $326,000, $315,000, $297,000 and $276,000.
All of the Bank's five largest loans or groups of loans were performing in accordance with their terms at
December 31, 2000.

3

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**Loan Portfolio Composition**.  The following table shows the composition of the Company's loan
portfolio by type of loan at the dates indicated.

|                                   | December 31,          
|---------------------------------- | ----------------------
|                                   | 2000                  
|                                   | Amount                
|                                   | (Dollars in Thousands)
|Real estate loans:                 |                       
|One-to four-family residential     | $37,914               
|Construction(1)                    | 1,501                 
|Commercial real estate             | 2,375                 
|Land                               | 898                   
|Total real estate loans            | 42,688                
|Consumer loans:                    |                       
|Loans secured by savings           | 1,049                 
|Second mortgage & home equity      |                       
|loans                              | 1,648                 
|Automobile                         | 899                   
|Unsecured                          | 289                   
|Other                              | 184                   
|Total consumer loans               | 4,069                 
|Commercial loans:                  |                       
|Secured, other than mortgage       | 277                   
|Unsecured                          | 107                   
|Total commercial loans             | 384                   
|Total loans                        | 47,141                
|Less:                              |                       
|Loans in process                   | (461)                 
|Allowance for loan losses          | (170)                 
|Net deferred loan origination cost | 85                    
|Total loans receivable, net        | $46,595               
|                                   |                       

_________________

(1)	Consists solely of one- to four-family residential construction loans.

**Origination of Loans.**  The lending activities of the Bank are subject to the written underwriting
standards and loan origination procedures established by the Bank's Board of Directors and management.
Loan originations are obtained through a variety of sources, including referrals from real estate brokers,
builders and existing customers.  Written loan applications are taken by lending personnel, and the loan
department supervises the procurement of credit reports, appraisals and other documentation involved with
a loan.  Property valuations are performed by independent outside appraisers approved by the Bank's Board
of Directors.

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Under the Bank's real estate lending policy, a title insurance policy must be obtained for each real
estate loan for $25,000 or more.  The Bank also requires fire and extended coverage casualty insurance, in
order to protect the properties securing its real estate loans.  Borrowers must also obtain flood insurance
policies when the property is in a flood hazard area as designated by the Department of Housing and Urban
Development.  The Bank does not require borrowers to advance funds to an escrow account for the
payment of real estate taxes or hazard insurance premiums. The Bank generally obtains the financial
statements of the borrower if the requested loan exceeds $25,000 and an assignment of life insurance if the
requested loan exceeds $150,000.

The Bank's loan approval process is intended to assess the borrower's ability to repay the loan, the
viability of the loan  and the adequacy of the value of the property that will secure the loan.  The Bank's
Loan Officers, its Senior Vice President and its President may individually approve secured loans up to
$50,000, $100,000 and $100,000, respectively, and unsecured loans up to $20,000, $50,000 and $50,000,
respectively.  All loans exceeding $100,000 and those secured by real estate outside the Bank's market area
must be approved by the Board of Directors' loan committee.

The following table shows total loans originated and repaid during the periods indicated.  No loans
were purchased or sold during the periods shown.

|                                                      | Year Ended December 31,
|----------------------------------------------------- | -----------------------
|                                                      | 2000                   
|                                                      | (In Thousands)         
|Loan originations(1):                                 |                        
|One- to four-family residential                       | $8,172                 
|Construction(2)                                       | 1,501                  
|Commercial real estate                                | 982                    
|Land                                                  | 610                    
|Consumer                                              | 1,632                  
|Commercial loans                                      | 353                    
|Total loans originated                                | 13,250                 
|Loan principal reductions                             | (6,992)                
|Increase (decrease) due to
       other items, net(3) | (452)                  
|Net increase in loan portfolio                        | $5,806                 
|                                                      |                        

(1)      Includes loans refinanced by existing borrowers of the Bank.

(2)      Consists solely of one- to four-family residential construction loans.

(3)      "Other items, net" include the effects relating to loans in process, deferred loan origination fees or
costs, and the
           allowance for loan losses.



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Although federal laws and regulations permit federally chartered savings institutions, such as the
Bank, to originate and purchase loans secured by real estate located throughout the United States, the
Bank's present lending is done primarily within its primary market area, which consists of Tangipahoa
Parish in Louisiana.  Subject to the Bank's loans-to-one borrower limitation, the Bank is permitted to invest
without limitation in residential mortgage loans and up to 400% of its capital in loans secured by non-residential or commercial real estate.  The Bank may also invest in secured and unsecured consumer loans
in an amount not exceeding 35% of the Bank's total assets.  This 35% limitation may be exceeded for
certain types of consumer loans, such as home equity and property improvement loans secured by
residential real property.  In addition, the Bank may invest up to 10% of its total assets in secured and
unsecured loans for commercial, corporate, business or agricultural purposes.  At December 31, 2000, the
Bank was well within each of the above lending limits.

**One- to Four-Family Residential Real Estate Loans.**  The primary real estate lending activity of
the Bank is the origination of loans secured by first mortgage liens on one- to four-family residences.  At
December 31, 2000, $38.0 million, or 80.7%, of the Company's total loan portfolio, before net items,
consisted of conventional first mortgage, one- to four-family residential loans (excluding construction
loans).

The loan-to-value ratio, maturity and other provisions of the loans made by the Bank generally
have reflected the policy of making less than the maximum loan permissible under applicable regulations,
in accordance with sound lending practices, market conditions and underwriting standards established by
the Bank. The Bank's lending policies on one- to four-family residential mortgage loans generally limit the
maximum loan-to-value ratio  to 80% of the lesser of the appraised value or purchase price of the property.
The one- to four-family residential loans which have a loan-to-value ratio in excess of 80% bear a higher
interest rate but do not require private mortgage insurance.  Residential mortgage loans are amortized on a
monthly basis with principal and interest due each month.  The loans generally include "due-on-sale"
clauses.

The residential mortgages originated by the Bank primarily consist of fixed-rate loans maturing in
10, 15, 20 or 30 years.  The Bank also offers balloon mortgages that mature in three to five years, with
principal amortized over 10 to 15 years. $8.2 million or 84.5% consists of fixed-rate loans originated in
2000 maturing within 10 to 30 years. Of the total residential loan portfolio of $37.9 million at December
31, 2000, $32.1  million, or 84.7% consisted of fixed-rate loans with an original maturity of 10 to 30 years.

The Bank has the authority to originate and purchase mortgage loans which provide for periodic
interest rate adjustments subject to certain limitations.   The Bank offers adjustable-rate mortgages
("ARMs") on which the interest rate adjusts every one, three or seven years based upon the one-year T-bill
index plus a specified margin.  However, because the Bank does not offer teaser rates, the Bank is
generally not competitive in its market area in the origination of ARMs.  In addition, with the decline in
mortgage rates in recent years, borrowers generally prefer fixed-rate mortgages in the Bank's market area.
The Bank has not originated any ARMs in the last two years. At December 31, 2000, one- to four-family
residential ARMs represented $1.8 million, or 3.9%, of the total loan portfolio, before net items.

**Construction Loans.**  At December 31, 2000, $1.5 million, or 3.2%, of the Company's total loan
portfolio, before net items, consisted of loans for the construction of single-family residences.

6

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Construction
loans are being actively marketed, and the origination of construction loans was  $1.5 million  in 2000 and
$1.5 million in 1999. At the choice of the borrower,  the Bank will generally originate both the construction
loan and the permanent loan at one closing.  In this event, the loan is treated as a one- to four-family
residential loan from the date of origination.  Otherwise, the Bank will originate only an interim
construction loan for a period of six to nine months.  All of the construction loans bear a fixed interest rate.
The funds are disbursed as various phases of the construction are completed.  At December 31, 2000, the
Bank had****no****speculative construction loans.

Construction lending is generally considered to involve a higher degree of risk of loss than
long-term financing on improved, owner-occupied real estate because of the uncertainties of construction,
including the possibility of costs exceeding the initial estimates and the need to obtain a tenant or purchaser
if the property will not be owner-occupied.  The Bank generally attempts to mitigate the risks associated
with construction lending by, among other things, lending primarily in its market area, using conservative
underwriting guidelines, and closely monitoring the construction process.

**Commercial Real Estate Loans.**  The Bank's commercial real estate loan portfolio primarily
consists of loans secured by professional offices, churches and multi-family residences located within the
Bank's primary market area.  Commercial real estate loans amounted to $2.4 million, or 5.1% of the total
loan portfolio, at December 31, 2000.  The largest commercial real estate loan at December 31, 2000 was a
$252,000 loan secured by a commercial building and property.  The average balance of the 26  commercial
real estate loans at December 31, 2000 was approximately $92,000.

Of the 26 commercial real estate loans, eighteen had fixed interest rates, were fully amortizing over
an original term to maturity of three to 15 years, and had an aggregate principal balance of $1.4 million at
December 31, 2000.  The remaining eight loans were  fixed-rate balloon mortgages with a balance of $1.0
million at that date.  As part of its commitment to loan quality, the Bank's senior management reviews each
nonresidential loan prior to approval by the Board of Directors.  All loans are based on the appraised value
of the secured property, and commercial real estate loans are generally not made in amounts in excess of
80% of the appraised value of the secured property.  All appraisals are performed by an independent
appraiser designated by the Bank and are reviewed by management.  In originating nonresidential loans, the
Bank considers the quality of the property, the credit of the borrower, the historical and projected cash flow
of the project, the location of the real estate and the quality of the property management.

Commercial real estate lending is generally considered to involve a higher degree of risk than one-
to four-family residential lending.  Such lending typically involves large loan balances concentrated in a
single borrower or groups of related borrowers for rental or business properties.  In addition, the payment
experience on loans secured by income-producing properties is typically dependent on the success of the
operation of the related project and thus is typically affected by adverse conditions in the real estate market
and in the economy.  The Bank generally attempts to mitigate the risks associated with commercial real
estate lending by, among other things, lending primarily in its market area and using low loan-to-value
ratios in the underwriting process.

**Land Loans.**  As of December 31, 2000, the Bank's land loans are secured by vacant lots which
are generally expected to be used for residential purposes.  These loans are generally three- to five-year
balloon mortgages, with principal amortized over 10 to 15 years.  These loans bear a fixed interest rate.

7

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At
December 31, 2000, the Bank's land loans amounted to $898,000, or 1.9% of the total loan portfolio.  The
average balance of the 31****land loans at December 31, 2000 was approximately $29,000.

Land development and acquisition loans involve significant additional risks when compared with
loans on existing residential properties.  These loans may involve larger loan balances to single borrowers,
and the payment experience may be dependent on the successful development of the land and the sale of the
lots.  These risks can be significantly impacted by supply and demand conditions.

**Consumer Loans.**  Subject to restrictions contained in applicable federal laws and regulations, the
Bank is authorized to make loans for a wide variety of personal or consumer purposes.  At December 31,
2000, $4.1 million, or 8.7%, of the Company's total loan portfolio consisted of consumer loans.

The Bank originates consumer loans in order to provide a full range of financial services to its
customers and because such loans generally have shorter terms and higher interest rates than residential
mortgage loans.  The consumer loans offered by the Bank include short-term loans secured by one- to
four-family residences and loans secured by deposit accounts in the Bank, second mortgages, automobile
loans, unsecured loans and other miscellaneous loans.

The Bank offers loans secured by deposit accounts in the Bank, which loans amounted to $1.0
million, or 2.1%, of the Company's total loan portfolio at December 31, 2000.  Such loans are originated
for up to 95% of the account balance, with a hold placed on the account restricting the withdrawal of the
account balance.  The interest rate on the loan is equal to the interest rate paid on the account plus 2%.
These loans mature on or before the maturity date of the underlying certificate of deposit.

The Bank offers second mortgages secured by one-to four-family residences, even on properties
where the first mortgage is held by another lender.  The amount of the second mortgage, when combined
with the amount of the first mortgage, is limited to 90% of the appraised value of the property.  Second
mortgages amounted to $1.6 million, or 3.4%, of the total loan portfolio at December 31, 2000, compared
to $373,000 at December 31, 1999.

The Bank offers automobile loans on both new and used vehicles, with most of the loans secured
by new vehicles.  The automobile loans have fixed interest rates and terms of up to five years for new
vehicles and 42 months for used vehicles.  Automobile loans amounted to $899,000, or 1.9%, of the total
loan portfolio at December 31, 2000, compared to $763,000 at December 31, 1999.

The unsecured loans originated by the Bank are generally for $10,000 or less and have a maximum
term of 36 months.  These loans bear a fixed interest rate and require monthly payments of principal and
interest.  Unsecured loans amounted to $289,000, or .6%  of the total loan portfolio, at December 31, 2000.

Other consumer loans primarily consist of small boats and overdrafts.  These loans amounted to
$184,000, or .4% of the total loan portfolio, at December 31, 2000.  The Bank originates these loans only
to a limited extent.

Consumer loans generally have shorter terms and higher interest rates than mortgage loans but
generally involve more credit risk than mortgage loans because of the type and nature of the collateral

8

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and,
in certain cases, the absence of collateral.  In addition, consumer lending collections are dependent on the
borrower's continuing financial stability, and thus are more likely to be adversely affected by job loss,
divorce, illness and personal bankruptcy.  In many cases, any repossessed collateral for a defaulted
consumer loan will not provide an adequate source of repayment of the outstanding loan balance because of
improper repair and maintenance of the underlying security.  The remaining deficiency often does not
warrant further substantial collection efforts against the borrower.  The Bank believes that the generally
higher yields earned on consumer loans compensate for the increased credit risk associated with such loans
and that consumer loans are important to its efforts to increase rate sensitivity, shorten the average maturity
of its loan portfolio and provide a full range of services to its customers.

**Commercial Loans.** Commercial loans amounted to $384,000, or .8%, of the total loan portfolio
at December 31, 2000. The Bank's commercial loans consist of unsecured lines of credit and loans secured
primary by vehicles and equipment. The largest commercial loan at December 31, 2000 was a $36,000
loan secured by 3 vehicles. The average balance of the 26 commercial loans at December 31, 2000 was
approximately $15,000.

At December 31,2000, the commercial loan portfolio had an average remaining maturity of 23
months. Commercial loans are reviewed by senior management on an annual or semi-annual basis. In
originating and reviewing commercial loans, the Bank considers the credit and projected cash flow of the
borrower. In addition, the Bank examines the borrower's future business potential and the prospects of the
local economy in which the borrower conducts business.

Commercial lending is generally considered to involve a higher degree of risk than real estate
secured lending. The payment experience on commercial loans is typically dependent on the borrower's
cash flow and is typically affected by adverse business conditions. The Bank generally attempts to mitigate
the risks associated with commercial lending by structuring repayment schedules to coincide with expected
cash flows, performing regular loan reviews and monitoring  the local, regional and national business
climate.

**Loan Origination and Other Fees.**  In addition to interest earned on loans, the Bank receives loan
origination fees or "points" for originating loans.  Loan points are a percentage of the principal amount of
the mortgage loan and are charged to the borrower in connection with the origination of the loan.

In accordance with Statement of Financial Accounting Standards No. 91, which deals with the
accounting for non-refundable fees and costs associated with originating or acquiring loans, the Bank's loan
origination fees and certain related direct loan origination costs are offset, and the resulting net amount is
deferred and amortized as interest income over the contractual life of the related loans as an adjustment to
the yield of such loans.  At December 31, 2000, the Bank had $85,000 of deferred costs which will be
expensed over the contractual maturities of the related loans.

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**Contractual Maturities**.  The following table shows the scheduled contractual maturities of the Company's loans as of December 31, 2000,
before giving effect to net items.  Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported
as due in one year or less.  The amounts shown below reflect normal principal amortization but do not take into account loan prepayments.



|December 31, 2000                     | One- to
 four-familyresidential | ConstructionLoans | Commercial 
Real EstateMortgages | LandLoans   | Second 
Mortgages | ConsumerLoans | Commercial
   
Loans | Total    
|------------------------------------- | ------------------------------- | ----------------- | -------------------------------- | ----------- | ----------------- | ------------- | -------------------- | ---------
|                                      | (In Thousands)                 
|                                      |                                 |                   |                                  |             |                   |               |                      |          
|Amounts due in:                       |                                 |                   |                                  |             |                   |               |                      |          
|One year or less                      | $ 1,287                         | $ 1,501           | $   232                          | $    
  258 | $    178          | $    
  912   | $   101              | $   4,469
|After one year through two years      | 594                             | -                 | 720                              | 78          | 155               | 348           | 50                   | 1,945    
|After two years through three years   | 903                             | -                 | 683                              | 475         | 702               | 485           | 137                  | 3,385    
|After three years through five years  | 1,767                           | -                 | 632                              | 87          | 613               | 676           | 96                   | 3,871    
|After five years through ten years    | 8,129                           | -                 | 108                              | -           | -                 | -             | -                    | 8,237    
|After ten years through fifteen years | 12,240                          | -                 | 0                                | -           | -                 | -             | -                    | 12,240   
|After fifteen years                   | 12,994                          | -                 | 0                                | -           | -                 | -             | -                    | 12,994   
|Total                                 | $37,914                         | $ 1,501           | $ 2,375                          | $    
  898 | $ 1,648           | $   2,421     | $  384               | $ 47,141 
|                                      |                                 |                   |                                  |             |                   |               |                      |          

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The following table shows the dollar amount of all loans, before net items, due after one year from
December 31, 2000 as shown in the preceding table, which have fixed interest rates or which have floating
or adjustable interest rates.

|                                    | Fixed-Rate     | Floating or 
Adjustable-Rate | Total  
|----------------------------------- | -------------- | ---------------------------- | -------
|                                    | (In Thousands)
|                                    |                |                              |        
|One-to four-family residential      | $34,876        | $  1,751                     | $36,627
|Construction loans                  | --             | --                           | --     
|Commercial real estate
   mortgages | 2,143          | --                           | 2,143  
|Land                                | 640            | --                           | 640    
|Second mortgages                    | 1,470          | --                           | 1,470  
|Consumer                            | 1,509          | --                           | 1,509  
|Commercial loans                    | 283            | --                           | 283    
|Total                               | $40,921        | $  1,751                     | $42,672
|                                    |                |                              |        

Scheduled contractual maturities of loans do not necessarily reflect the actual expected term of the
Company's portfolio.  The average life of mortgage loans is substantially less than their average contractual
terms because of prepayments.  The average life of mortgage loans tends to increase when current
mortgage loans rates are higher than rates on existing mortgage loans and, conversely, decrease when rates
on existing mortgage loans are lower than current mortgage loan rates (due to refinancing of adjustable-rate
and fixed-rate loans at lower rates).  Under the latter circumstance, the weighted average yield on loans
decreases as higher yielding loans are repaid or refinanced at lower rates.

**Asset Quality**

**General.**  The Bank mails delinquent notices to borrowers when  a borrower fails to make a
required payment within 10 days of the date due.  Additional notices begin when a loan becomes 20 days
past due.  Late charges are generally imposed following the 10th day after a payment is due. In most cases,
deficiencies are cured promptly.  If a delinquency extends beyond 30 days, the loan and payment history is
reviewed and efforts are made to collect the loan.  While the Bank generally prefers to work with borrowers
to resolve such problems, the Bank institutes foreclosure or other collection proceedings when  necessary to
minimize any potential loss.  Before foreclosure proceedings start, the Bank determines whether an
environmental study needs to be conducted first.

Loans are placed on non-accrual status when management believes the probability of collection of
interest is insufficient to warrant further accrual.  When a loan is placed on non-accrual status, previously
accrued but unpaid interest is deducted from interest income.  As a matter of policy, the Bank discontinues
the accrual of interest income when the loan becomes 90 days past due as to principal or interest.  Specific
reserves are established when a consumer loan becomes 120 days past due.



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Real estate acquired by the Bank as a result of foreclosure or by deed-in-lieu of foreclosure and
loans deemed to be in-substance foreclosed under generally accepted accounting principles are classified as
real estate owned until sold.  The Bank had no real estate owned at December 31, 2000 or 1999.

**Delinquent Loans.**  The following table sets forth information concerning delinquent loans at
December 31, 2000, in dollar amount and as a percentage of the Company's total loan portfolio.  The
dollar amounts shown equal  the total outstanding principal balances of the related loans, rather than the
actual payment amounts which are past due. At December 31, 2000, all of the Company's delinquent loans
were permanent one-to four-family residential loans, automobile loans and other consumer loans which
were delinquent 30 or more days.

|                       | December 31,           |       |       
|---------------------- | ---------------------- | ----- | ------
|                       | 2000                   | 1999  |       
|                       | Amount                 | %     | Amount
|                       | (Dollars in Thousands)
|                       |                        |       |       
|Loans delinquent for:  |                        |       |       
|30 - 59 days           | $ 549                  | 1.16% | $   60
|60 - 89 days           | 183                    | .04   | 20    
|90 days and over       | 156                    | .33   | 174   
|Total delinquent loans | $ 888                  | 1.53% | $ 254 
|                       |                        |       |       

**Non-Performing Assets**.  The following table shows the Company's non-performing assets at the
dates indicated.  The Company did not have any accruing loans 90 days or more delinquent or troubled
debt restructurings at the dates shown.

|                                                                | December 31,          
|--------------------------------------------------------------- | ----------------------
|                                                                | 2000                  
|                                                                | (Dollars in Thousands)
|Non-accruing loans:                                             |                       
|Real estate loans:                                              |                       
|One- to four-family residential                                 | $ 156                 
|Consumer                                                        | --                    
|Commercial loans                                                | --                    
|Total non-accruing loans                                        | 156                   
|Real estate owned                                               | --                    
|Total non-performing assets                                     | $ 156                 
|                                                                |                       
|Total non-performing loans as a percentage of
   total loans    | .33%                  
|                                                                |                       
|Total non-performing assets as a percentage of
    total assets | .25%                  
|                                                                |                       

12

---

The $156,000 of non-accruing loans at December 31, 2000 consisted of five one-to four-family
residential loans, of which the largest loan was for $86,000.  All of the residential properties securing these
loans are located in either Tangipahoa or Livingston Parish.

If the $156,000 of non-accruing loans at December 31, 2000 had been current in accordance with
their terms during 2000, the gross interest income on such loans would have been approximately $11,000.
A total of $10,000 of interest income on these non-accruing loans was actually recorded in 2000.

**Classified Assets.**  Federal regulations require that each insured savings institution classify its
assets on a regular basis.  In addition, in connection with examinations of insured institutions, federal
examiners have authority to identify problem assets and, if appropriate, classify them.  There are three
classifications for problem assets: "substandard," "doubtful" and "loss."  Substandard assets have one or
more defined weaknesses and are characterized by the distinct possibility that the insured institution will
sustain some loss if the deficiencies are not corrected.  Doubtful assets have the weaknesses of substandard
assets with the additional characteristic  that the weaknesses make collection or liquidation in full on the
basis of currently existing facts, conditions and values questionable, and there is a higher possibility of
loss.  An asset classified loss is considered uncollectible and of such little value that continuance as an asset
of the institution is not warranted.  Another category designated "special mention" also must be established
and maintained for assets which do not currently expose an insured institution to a sufficient degree of risk
to warrant classification as substandard, doubtful or loss.  Assets classified as substandard or doubtful
require the institution to establish general allowances for loan losses.  If an asset or portion thereof is
classified loss, the insured institution must either establish specific allowances for loan losses in the amount
of 100% of the portion of the asset classified loss, or charge-off such amount.  General loss allowances
established to cover possible losses related to assets classified substandard or doubtful may be included in
determining an institution's regulatory capital, while specific valuation allowances for loan losses do not
qualify as regulatory capital.  Federal examiners may disagree with an insured institution's classifications
and amounts reserved.

All loans for $200,000 or more are reviewed annually under the Bank's asset classification policy,
and other loans are reviewed based on delinquency reports.  The Bank's total classified assets at December
31, 2000 (excluding loss assets specifically reserved for) amounted to $319,000, all of which was classified
as substandard.  The largest classified asset at December 31, 2000 consisted of an $86,000 fixed-rate
residential loan.  The remaining $233,000 of substandard assets at December 31, 2000 consisted of eight
residential mortgage loans totaling $233,000.

**Allowance for Loan Losses**.  At December 31, 2000, the Company's allowance for loan losses
amounted to $170,000 or .36% of the total loan portfolio.  The Company's loan portfolio consists primarily
of residential mortgage loans and, to a lesser extent, commercial real estate loans, land loans, consumer
loans and commercial loans.  The loan loss allowance is maintained by management at a level considered
adequate to cover estimated losses inherent in the existing portfolio based on prior loan loss experience,
known and probable risks in the portfolio, adverse situations that may affect the borrower's ability to repay,
the estimated value of any underlying collateral, general economic conditions, and other factors and
estimates which are subject to change over time.  The Company significantly increased its allowance for
loan losses in 1998 by incurring an $81,000 provision for loan losses, compared to a $6,000 provision for
1997.  See "Management's Discussion and Analysis of Financial Condition and Results of Operations -
Results of Operations - Provision for Loan Losses" in the Company's 2000 Annual Report to Stockholders,
which is filed as Exhibit 13.1 hereto (the "2000 Annual Report"), for a

13

---

discussion of the  changes in the
allocation of the allowance for loan losses in 2000.  While management believes that it determines the size
of the allowance based on the best information available at the time, the allowance will need to be adjusted
as circumstances change and assumptions are updated.  Future adjustments to the allowance could
significantly affect net income.

The following table shows changes in the Company's  allowance for loan losses during the periods
indicated.

|                                                                       | Year Ended December 31,
|---------------------------------------------------------------------- | -----------------------
|                                                                       | 2000                   
|                                                                       | (Dollars in Thousands) 
|Total loans outstanding at end of period                               | $  47,141              
|                                                                       |                        
|Average loans outstanding                                              | $ 44,097               
|                                                                       |                        
|Balance at beginning of period                                         | $     
  170           
|Charge-offs                                                            | --                     
|Recoveries                                                             | --                     
|Net charge-offs (recoveries)                                           | --                     
|Provision for loan losses                                              | --                     
|Balance at end of period                                               | $      170             
|                                                                       |                        
|Allowance for loan losses as a percent of
  total loans outstanding    | .36 %                  
|                                                                       |                        
|Ratio of net charge-offs (recoveries) to
    average loans outstanding | --  %                  
|                                                                       |                        

The following table shows how the Company's allowance for loan losses is allocated by type of
loan at each of the dates indicated.

|                                | December 31,          
|------------------------------- | ----------------------
|                                | 2000                  
|                                | Amount 
ofAllowance   
|                                | (Dollars in Thousands)
|One- to four-family residential | $    80               
|Construction                    | 20                    
|Commercial real estate          | 25                    
|Land                            | 10                    
|Consumer & second mortgages     | 25                    
|Commercial Loans                | 10                    
|Total                           | $   170               
|                                |                       



14

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**Securities** - **Held to Maturity**

All securities held to maturity are mortgage-backed securities. Mortgage-backed securities
represent a participation interest in a pool of one- to four-family or multi-family mortgages.  The mortgage
originators use intermediaries (generally U.S. Government agencies and government-sponsored enterprises)
to pool and repackage the participation interests in the form of securities, with investors such as the
Company receiving the principal and interest payments on the mortgages.  Such U.S. Government agencies
and government-sponsored enterprises guarantee the payment of principal and interest to investors.

Mortgage-backed securities are typically issued with stated principal amounts, and the securities
are backed by pools of mortgages that have loans with interest rates that are within a range and have
varying maturities.  The underlying pool of mortgages, i.e., fixed-rate or adjustable-rate, as well as
prepayment risk, are passed on to the certificate holder.  The life of a mortgage-backed pass-through
security thus approximates the life of the underlying mortgages.

The Company's mortgage-backed securities consist entirely of Government National Mortgage
Association ("GNMA") securities.  The GNMA is a government agency within the Department of Housing
and Urban Development which is intended to help finance government-assisted housing programs.  GNMA
securities are backed by loans insured by the Federal Housing Administration, or guaranteed by the
Veterans Administration, and the timely payment of principal and interest on GNMA securities are
guaranteed by the GNMA and backed by the full faith and credit of the U.S. Government.

At December 31, 2000, the Company's mortgage-backed securities amounted to $1.8  million,
which represented 2.9% of the Company's $61.4  million of total assets at that date.  All of the Company's
$1.8  million of mortgage-backed securities at December 31, 2000 are accounted for as held to maturity,
and $1.7 million had adjustable interest rates.  The Company's mortgage-backed securities at
December 31, 1999 amounted to $2.2 million.  The Company did not purchase any mortgage-backed
securities in either 2000 or 1999.  For information regarding the maturities of the Company's mortgage-backed securities, see Notes to Consolidated Financial Statements in the 2000 Annual Report.

Mortgage-backed  securities  generally yield less than the loans which underlie such securities
because of their payment guarantees or credit enhancements which offer nominal credit risk.  In addition,
mortgage-backed securities are more liquid than individual mortgage loans and may be used to collateralize
borrowings or other obligations of the Company.



15

---

The following table shows the activity in the Company's mortgage-backed securities portfolio
during the periods indicated.

|                                                            | At or For the Year
  Ended
  December 31,
|----------------------------------------------------------- | -----------------------------------------
|                                                            | 2000                                     
|                                                            | (Dollars in Thousands)                   
|Mortgage-backed securities at
  beginning of period (cost)  | $2,166                                   
|Purchases                                                   | --                                       
|Repayments                                                  | (397)                                    
|Premium amortization                                        | (3)                                      
|Mortgage-backed securities at end
  of period (cost)        | $ 1,766                                  
|                                                            |                                          
|Mortgaged-backed securities at end
  of period (fair value) | $ 1,772                                  
|                                                            |                                          
|Weighted average yield at end of period                     | 7.43 %                                   
|                                                            |                                          

**Securities** - **Available for Sale**

The Company  has authority to invest in various types of liquid assets, including United States
Treasury obligations, securities of various federal agencies and of state and municipal governments,
certificates of deposit at federally-insured banks and savings institutions, certain bankers' acceptances,
federal funds, common stock, etc.  Each purchase of a type of  investment security is approved by the
Board of Directors.

At December 31, 2000, the Company's available for sale securities consist of $7.5 million  in
United States Government agencies securities, $1.0 million in a mutual fund which invests in adjustable-rate mortgages and $73,000 in common stock. At December 31, 1999, the Company's available for sale
securities consisted of $3.0 million in United States Government securities and  $1.0 million investment in a
mutual fund which invests in adjustable rate mortgages and $38,000 in common stock.

The investment securities have a weighted average yield of 6.52% at December 31, 2000.

The fair values of the investment securities were $8.6 million at December 31, 2000 and $4.0
million at December 31, 1999. See notes to Consolidated Financial Statements in the 2000 Annual Report.

**Sources of Funds**

**General**.  Deposits are the primary source of the Company's funds for lending and other
investment purposes.  In addition to deposits, the Company derives funds primarily from principal and
interest payments on loans and mortgage-backed securities.  Loan repayments are a relatively stable source
of funds, while deposit inflows and outflows are significantly influenced by general interest rates

16

---

and
money market conditions.  Borrowings are also used on a short-term basis to compensate for reductions in
the availability of funds from other sources and may be used on a longer-term basis for general business
purposes.

**Deposits.**  The Bank's deposits are attracted principally from within its primary market area.
Deposit account terms vary, with the principal differences being the minimum balance required, the time
periods the funds must remain on deposit and the interest rate.

The Bank's deposits are obtained primarily from residents of Tangipahoa Parish and, to a lesser
extent, Livingston and St. Tammany Parishes.  Management of the Bank estimates that less than 1% of the
Bank's deposits are obtained from customers residing outside of Louisiana.  The Bank does not pay fees to
brokers to solicit funds for deposit with the Bank or actively solicit negotiable-rate certificates of deposit
with balances of $100,000 or more.

Interest rates paid, maturity terms, service fees and withdrawal penalties are established by the
Bank on a periodic basis.  Management determines the rates and terms based on rates paid by competitors,
the Bank's needs for funds or liquidity, growth goals and federal and state regulations.

The following table shows the amount of deposits at the Bank by types of deposit at the dates
indicated.

|                             | December 31,          
|---------------------------- | ----------------------
|                             | 2000                  
|                             | Amount                
|                             | (Dollars in Thousands)
|Certificate accounts:        |                       
|3.01% - 4.00%                | $       
  --         
|4.01% -5.00%                 | 6,991                 
|5.01% - 6.00%                | 6,927                 
|6.01% - 7.00%                | 17,889                
|7.01% and over               | 2,717                 
|Total certificate accounts   | 34,524                
|Transaction accounts:        |                       
|Passbook accounts            | 898                   
|Money market accounts        | 2,042                 
|NOW accounts                 | 7,296                 
|Noninterest-bearing deposits | 1,287                 
|Total transaction accounts   | 11,523                
|Accrued interest payable     | 117                   
|Total deposits               | $46,164               
|                             |                       

17

---

The following table shows the average balance of each type of deposit and the average rate paid on
each type of deposit for the periods indicated.

|                                           | Year Ended December 31,
|------------------------------------------ | -----------------------
|                                           | 2000                   
|                                           | Average 
Balance       
|                                           | (Dollars in Thousands) 
|                                           |                        
|Passbook savings accounts                  | $  1,148               
|NOW accounts                               | 5,603                  
|Money market deposit accounts              | 2,286                  
|Certificates of deposit                    | 32,228                 
|Total interest-bearing
        deposits(1) | 41,219                 
|Noninterest-bearing deposits               | 2,269                  
|Total deposits                             | $ 43,488               
|                                           |                        

___________________

(1)	Excludes accrued interest payable.

The following table shows the activity in the Bank's deposits during the periods indicated.

|                                         | Year Ended
  December 31,
|---------------------------------------- | -------------------------
|                                         | 2000                     
|                                         |                          
|Net increase before interest credited(1) | $ 5,501                  
|Interest credited                        | 1,092                    
|Net increase in deposits(2)              | $ 6,593                  
|                                         |                          

(2)      Excludes accrued interest payable on deposits.

The Bank attempts to control the flow of deposits by pricing its accounts to remain generally
competitive with other financial institutions in its market area.  The Bank actively competes with other
institutions on a rate basis, and the Bank has frequently taken a position of price leadership in its market
area.



18

---

The following table shows the interest rate and maturity information for the Bank's certificates of
deposit at December 31, 2000.

Maturity DateOne Year 
or Less
Over 1
   to 2 Years
Over 2 
  to 3 Years
Over3 Years
Total(In Thousands)4.01% - 5.00%
$  6,058
$    933
$      
  --
$      
  --
$   6,9915.01% - 6.00%
4,798
773
686
670
6,9276.01% - 7.00%
14,229
1,551
1,197
912
17,8897.01% and over
2,604
--
113
--
2,717Total
$27,689
$ 3,257
$   1,996
$ 1,582
$ 34,524




The following table shows the maturities of the Bank's certificates of deposit having principal
amounts of $100,000 or more at December 31, 2000.

Certificates of deposit maturing
    in quarter ending:
Amount(In Thousands)March 31, 2001
$   2,382June 30, 2001
2,157September 30, 2001
1,139December 31, 2001
1,037After December  31, 2001
811Total certificates of deposit with
  balances of $100,000 or more
$  7,526


**Borrowings.**  The Bank may obtain advances from the FHLB of Dallas upon the security of the
common stock it owns in that bank and certain of its residential mortgage loans and mortgage-backed
securities, provided certain standards related to creditworthiness have been met.  These advances are made
pursuant to several credit programs, each of which has its own interest rate and range of maturities.  FHLB
advances are generally available to meet seasonal and other withdrawals of deposit accounts and to permit
increased lending.

As of December 31, 2000, the Bank was permitted to borrow up to an aggregate total of $20.1
million from the FHLB of Dallas.  The Bank had $8.2  million of FHLB advances outstanding at
December 31, 2000, compared to $6.2 million at December 31, 1999.

The following table shows certain information regarding the borrowings of the Company at or for
the dates indicated:



19



---



|                                                                   | At or for the Year Ended December 31, |       
|------------------------------------------------------------------ | ------------------------------------- | ------
|                                                                   | 2000                                  | 1999  
|                                                                   | (Dollars in Thousands)                |       
|                                                                   |                                       |       
|FHLB advances:                                                     |                                       |       
|Average balance outstanding                                        | $7,508                                | $4,792
|Maximum amount outstanding at any
     month-end during the period | $8,200                                | $6,200
|Balance outstanding at end of period                               | $8,200                                | $6,200
|Average interest rate during the period                            | 6.05%                                 | 5.73% 
|Weighted average interest rate at end of period                    | 6.10%                                 | 5.96% 

**Subsidiaries**

At December 31, 2000, the Company's only subsidiary is the Bank. During 2000, the Bank
established FPB Insurance & Investments, Inc.

**Total Employees**

The Company had 15 full-time employees and 2 part-time employees at December 31, 2000.  None
of these employees are represented by a collective bargaining agent, and the Company believes that it
enjoys good relations with its personnel.

**Our Market Area**

The Company's primary market area for lending and deposits is Tangipahoa Parish, which is
located in southeast Louisiana.  To a lesser extent, the Company serves customers in the adjacent parishes
of Livingston and St. Tammany.  The Company's market area can be characterized as a combination of
rural and suburban areas.  Tangipahoa Parish maintains a large commuter population with residents
commuting to jobs in the New Orleans and Baton Rouge metropolitan areas.  The parish's population
increased from approximately 86,000 in 1990 to 98,000 in 1999, representing an annual growth rate of
1.3%.  The increased demand for housing resulting from the population growth has had a positive impact
on real estate values in Tangipahoa Parish in recent years.

Educational facilities are three of the four largest employers in Tangipahoa Parish, including
Southeastern Louisiana University.  The second largest employer is North Oaks Medical Center.  Median
2000 family income of $30,500 in Tangipahoa Parish is  lower than the comparative medians for Louisiana
and the United States, which is indicative of the market area's more rural nature that provides for a lower
cost of living than the more heavily populated markets within the state.  The unemployment rate in
Tangipahoa Parish was 8.2% in December 2000.  This rate is higher than the comparative measures for
Louisiana and the United States, which tends to be a characteristic of rural markets in general as the result
of seasonal agricultural employment fluctuations.



20

---

**Competition**

The Bank faces significant competition both in attracting deposits and in making loans.  Its most
direct competition for deposits has come historically from commercial banks, credit unions and other
savings institutions located in its primary market area, including many large financial institutions which
have greater financial and marketing resources available to them.  In addition, the Bank faces significant
competition for investors' funds from short-term money market securities, mutual funds and other corporate
and government securities.  The Bank does not rely upon any individual group or entity for a material
portion of its deposits.  The Bank's ability to attract and retain deposits depends on its ability to generally
provide a rate of return, liquidity and risk comparable to that offered by competing investment
opportunities.

The Bank's competition for real estate loans comes principally from mortgage banking companies,
commercial banks, other savings institutions and credit unions.  The Bank competes for loan originations
primarily through the interest rates and loan fees it charges, and the efficiency and quality of services it
provides borrowers.  Factors which affect competition include general and local economic conditions,
current interest rate levels and volatility in the mortgage markets.  Competition may increase as a result of
the continuing reduction of restrictions on the interstate operations of financial institutions.

**Regulation**

*The following discussion of certain laws and regulations which are applicable to FPB Financial
and Florida Parishes Bank, as well as descriptions of laws and regulations contained elsewhere herein,
summarizes the aspects of such laws and regulations which are deemed to be material to FPB Financial
and the Bank.  However, the summary does not purport to be complete and is qualified in its entirety by
reference to applicable laws and regulations.*

**FPB Financial**

**Holding Company Acquisitions**.  FPB Financial is a savings and loan holding company within the
meaning of the Home Owners' Loan Act, as amended ("HOLA"), and is registered with the OTS.  Federal
law generally prohibits a savings and loan holding company, without prior OTS approval, from acquiring
the ownership or control of any other savings institution or savings and loan holding company, or all, or
substantially all, of the assets or more than 5% of the voting shares thereof. These provisions also prohibit,
among other things, any director or officer of a savings and loan holding company, or any individual who
owns or controls more than 25% of the voting shares of such holding company, from acquiring control of
any savings institution not a subsidiary of such savings and loan holding company, unless the acquisition is
approved by the OTS.

**Holding Company Activities**.  FPB Financial operates as a unitary savings and loan holding
company. Generally, there are limited restrictions on the activities of a unitary savings and loan holding
company and its non-savings institution subsidiaries.  However, if the OTS determines that there is
reasonable cause to believe that the continuation by a savings and loan holding company of an activity
constitutes a serious risk to the financial safety, soundness or stability of its subsidiary savings institution,
the OTS may impose such restrictions as deemed necessary to address such risk.  These restrictions include
limiting the following:

21

---

- the payment of dividends by the savings institution;
- transactions between the savings institution and its affiliates; and
- any activities of the savings institution that might create a serious risk that the liabilities of
the holding company and its affiliates may be imposed on the savings institution.

If the savings institution subsidiary of a unitary savings and loan holding company fails to meet the
qualified thrift lender test, as discussed under "- The Bank - Qualified Thrift Lender Test," then such
holding company also shall become subject to the activities restrictions applicable to multiple savings and
loan holding companies and, unless the savings institution requalifies as a Qualified Thrift Lender within
one year thereafter, shall register as, and become subject to the restrictions applicable to, a bank holding
company.  See "- The Bank - Qualified Thrift Lender Test."

Every savings institution subsidiary of a savings and loan holding company is required to give the
OTS at least 30 days' advance notice of any proposed dividends to be made on its guarantee, permanent or
other non-withdrawable stock, or else such dividend will be invalid. See "- The Bank - Capital
Distributions."

**Restrictions on Transactions With Affiliates**.  Transactions between a savings institution and its
"affiliates" are subject to quantitative and qualitative restrictions under Sections 23A and 23B of the
Federal Reserve Act and OTS regulations.  Affiliates of a savings institution include, among other entities,
the savings institution's holding company and companies that are controlled by or under common control
with the savings institution.

In general, the extent to which a savings institution or its subsidiaries may engage in certain
"covered transactions" with affiliates is limited to an amount equal to 10% of the institution's capital and
surplus, in the case of covered transactions with any one affiliate, and to an amount equal to 20% of such
capital and surplus, in the case of covered transactions with all affiliates. In addition, a savings institution
and its subsidiaries may engage in covered transactions and certain other transactions only on terms and
under circumstances that are substantially the same, or at least as favorable to the savings institution or its
subsidiary, as those prevailing at the time for comparable transactions with nonaffiliated companies. A
"covered transaction" is defined to include a loan or extension of credit to an affiliate; a purchase of
investment securities issued by an affiliate; a purchase of assets from an affiliate, with certain exceptions;
the acceptance of securities issued by an affiliate as collateral for a loan or extension of credit to any party;
or the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate.  In addition, a savings
institution may not

- make a loan or extension of credit to an affiliate unless the affiliate is engaged only in
activities permissible for bank holding companies;
- purchase or invest in securities of an affiliate other than shares of a subsidiary;
- purchase a low-quality asset from an affiliate; or

> 22

---

- engage in covered transactions and certain other transactions between a savings institution
or its subsidiaries and an affiliate except on terms and conditions that are consistent with
safe and sound banking practices.

With certain exceptions, each loan or extension of credit by a savings institution to an affiliate must be
secured by collateral with a market value ranging from 100% to 130% (depending on the type of collateral)
of the amount of the loan or extension of credit.

OTS regulations generally exclude all non-bank and non-savings institution subsidiaries of savings
institutions from treatment as affiliates, except to the extent that the OTS or the Federal Reserve Board
decides to treat such subsidiaries as affiliates. OTS regulations also provide that certain classes of savings
institutions may be required to give the OTS prior notice of affiliate transactions.

**The Bank**

**General.**  The OTS is the Bank's chartering authority and primary federal regulator.  The OTS has
extensive authority over the operations of federally chartered savings institutions.  As part of this authority,
federally chartered savings institutions are required to file periodic reports with the OTS and are subject to
periodic examinations by the OTS and the FDIC.  The Bank also is subject to regulation and examination
by the FDIC and to requirements established by the Federal Reserve Board.  The investment and lending
authority of savings institutions are prescribed by federal laws and regulations, and such institutions are
prohibited from engaging in any activities not permitted by such laws and regulations.  Such regulation and
supervision is primarily intended for the protection of depositors and the Savings Association Insurance
Fund.

The OTS' enforcement authority over all savings institutions and their holding companies 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.

**Insurance of Accounts.**  The deposits of the Bank are insured to the maximum extent permitted by
the SAIF, which is administered by the FDIC, and  are backed by the full faith and credit of the U.S.
Government.  As insurer, the FDIC 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 threat to the FDIC.  The FDIC also has the
authority to initiate enforcement actions against savings institutions, after giving the OTS an opportunity to
take such action.

SAIF-insured institutions are assigned to one of three capital groups which are based solely on the
level of an institution's capital--"well capitalized," "adequately capitalized," and "undercapitalized."  These
capital levels are defined in the same manner as under the prompt corrective action system discussed below.
These three groups are then divided into three subgroups which reflect varying levels of supervisory
concern, from those which are considered to be healthy to those which are considered to be of substantial
supervisory concern.  The matrix so created results in nine assessment risk classifications, with rates
ranging prior to September 30, 1996 from .23% for well capitalized, healthy institutions to .31% for
undercapitalized institutions with substantial supervisory concerns.



23

---

Both the SAIF and the Bank Insurance Fund ("BIF") are required by law to maintain a reserve
ratio of 1.25% of insured deposits.  The BIF achieved a fully funded status first, and effective January 1,
1996 the FDIC substantially reduced the average deposit insurance premium paid by BIF-insured banks.
The deposit insurance premiums for BIF member institutions were reduced to zero basis points (subject to
a $2,000 minimum) for institutions in the lowest risk category, as compared to 23 basis points for SAIF
members in the lowest risk category.

On September 30, 1996, new legislation required all SAIF member institutions to pay a one-time
special assessment to recapitalize the SAIF, with the aggregate amount to be sufficient to bring the reserve
ratio to 1.25% of insured deposits.  The legislation also provided for the elimination of the premium
differential between SAIF-insured and BIF-insured institutions and for the merger of the BIF and the SAIF,
with the merger being conditioned upon the prior elimination of the thrift charter.

Beginning January 1, 1997, effective SAIF rates generally range from zero basis points to 27 basis
points.   From 1997 through 1999, SAIF members paid 6.4 basis points to fund the Financing Corporation,
while BIF member institutions paid approximately 1.3 basis points.  The Bank's insurance premiums,
which had amounted to 23 basis points, were thus reduced to 6.4 basis points effective January 1, 1997.
Effective January 1, 2000 the Bank's effective assessment rate dropped to 2.0 basis points. Based on the
Bank's assessable deposits in 2000 and 1999, the premium reduction resulted in a pre-tax cost savings of
approximately $89,000 in 2000 and $62,000 in 1999 for the Bank.

The FDIC may terminate the deposit insurance of any insured depository institution, including the
Bank, if it determines after a hearing that the institution has engaged or is engaging in unsafe or unsound
practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law,
regulation, order or any condition imposed by an agreement with the FDIC.  It also may suspend deposit
insurance temporarily during the hearing process for the permanent termination of insurance, if the
institution has no tangible capital.  If insurance of accounts is terminated, the accounts at the institution at
the time of the termination, less subsequent withdrawals, shall continue to be insured for a period of six
months to two years, as determined by the FDIC.  Management is aware of no existing circumstances
which would result in termination of the Bank's deposit insurance.

**Regulatory Capital Requirements.**  Federally insured savings institutions are required to maintain
minimum levels of regulatory capital.  The OTS has established capital standards applicable to all savings
institutions.  These standards generally must be as stringent as the comparable capital requirements
imposed on national banks.  The OTS also is authorized to impose capital requirements in excess of these
standards on individual institutions on a case-by-case basis.

Current OTS capital standards require savings institutions to satisfy three different capital
requirements.  Under these standards, savings institutions must maintain "tangible" capital equal to at least
1.5% of adjusted total assets, "core" capital equal to at least 3.0% of adjusted total assets and "total"
capital (a combination of core and "supplementary" capital) equal to at least 8.0% of "risk-weighted"
assets. Core capital generally consists of common stockholders' equity (including retained earnings).
Tangible capital generally equals core capital minus  intangible assets, with only a limited exception for
purchased mortgage servicing rights.  The Bank had no intangible assets at December 31, 2000.  Both core
and tangible capital are further reduced by an amount equal to a savings institution's debt and equity
investments in subsidiaries engaged in activities not permissible to national banks (other than subsidiaries
engaged in activities undertaken as agent for customers or in mortgage banking activities

24

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and subsidiary
depository institutions or their holding companies).  These adjustments do not affect the Bank's regulatory
capital.

In determining compliance with the risk-based capital requirement, a savings institution is allowed
to include both core capital and supplementary capital in its total capital, provided that the amount of
supplementary capital included does not exceed the savings institution's core capital.  Supplementary
capital generally consists of general allowances for loan losses up to a maximum of 1.25% of risk-weighted
assets, together with certain other items.  In determining the required amount of risk-based capital, total
assets, including certain off-balance sheet items, are multiplied by a risk weight based on the risks inherent
in the type of assets.  The risk weights range from 0% for cash and securities issued by the U.S.
Government or unconditionally backed by the full faith and credit of the U.S. Government to 100% for
loans (other than qualifying residential loans weighted at 50%) and repossessed assets.

In August 1993, the OTS adopted a final rule incorporating an interest-rate risk component into the
risk-based capital regulation.  Under the rule, an institution with greater than "normal" interest rate risk will
be subject to a deduction of its interest rate risk component from total capital for purposes of calculating its
risk-based capital.  As a result, such an institution will be required to maintain additional capital in order to
comply with the risk-based capital requirement.  An institution has greater than "normal" interest rate risk
if it would suffer a loss of net portfolio value exceeding 2.0% of the estimated market value of its assets in
the event of a 200 basis point increase or decrease in interest rates.  The interest rate risk component will be
calculated, on a quarterly basis, as one-half of the difference between an institution's measured interest rate
risk and 2.0% multiplied by the market value of its assets.  The rule also authorizes the OTS to waive or
defer an institution's interest rate risk component on a case-by-case basis.  The final rule was originally
effective as of January 1, 1994, subject however to a two quarter "lag" time between the reporting date of
the data used to calculate an institution's interest rate risk and the effective date of each quarter's interest
rate risk component.  However, in October 1994 the OTS indicated that it would waive the capital
deductions for institutions with greater than "normal" risk until the OTS published an appeals process.  On
August 21, 1995, the OTS established (1) an appeals process to handle "requests for adjustments" to the
interest rate risk component and (2) a process by which "well-capitalized" institutions may obtain
authorization to use their own interest rate risk model to determine their interest rate risk component.  The
OTS also indicated that it would continue to delay the implementation of the capital deduction for interest
rate risk pending the testing of the appeals process.

Savings institutions must value securities available for sale at amortized cost for regulatory capital
purposes.  This means that in computing regulatory capital, savings institutions should add back any
unrealized losses and deduct any unrealized gains, net of income taxes, on debt securities reported as a
separate component of GAAP capital.

At December 31, 2000, the Bank exceeded all of its regulatory capital requirements, with tangible,
core and risk-based capital ratios of 8.69%, 8.69% and 18.85%, respectively.  The following table sets
forth the Bank's compliance with each of the above-described capital requirements as of December 31,
2000.



25

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|                                                                     | Tangible
  Capital     | Core
   Capital(1) | Risk-Based 
Capital (2)
|-------------------------------------------------------------------- | ---------------------- | ------------------ | -----------------------
|                                                                     | (Dollars in Thousands)
|Capital under GAAP                                                   | $ 5,299                | $ 5,299            | $ 5,299                
|Additional capital items:                                            |                        |                    |                        
|Unrealized loss on securities available
      for sale, net of taxes | (12)                   | (12)               | (12)                   
|General valuation allowances(3)                                      | --                     | --                 | 170                    
|Less equity investment                                               | --                     | --                 | (15)                   
|Regulatory capital                                                   | 5,287                  | 5,287              | 5,442                  
|Minimum required regulatory capital(4)                               | 912                    | 1,825              | 2,310                  
|Excess regulatory capital                                            | $ 4,375                | $ 3,462            | $ 3,132                
|                                                                     |                        |                    |                        
|Regulatory capital as a percentage                                   | 8.69%                  | 8.69%              | 18.85%                 
|Minimum capital required as a  percentage(4)                         | 1.50%                  | 3.00%              | 8.00%                  
|Regulatory capital as a percentage
 in excess of requirements        | 7.19%                  | 5.69%              | 10.85 %                
|                                                                     |                        |                    |                        

(1)      Does not reflect the 4.0% requirement to be met in order for an institution to be "adequately
capitalized."

(2)      Does not reflect the interest-rate risk component in the risk-based capital requirement, the effective
date of which has been postponed as discussed above.

(3)      General valuation allowances are only used in the calculation of risk-based capital.  Such
allowances are limited to 1.25% of risk-weighted assets.

(4)      Tangible and core capital are computed as a percentage of adjusted total assets of $60.8  million.
Risk-based capital is computed as a percentage of adjusted risk-weighted assets of $28.9  million.

Any savings institution that fails any of the capital requirements is subject to possible enforcement
actions by the OTS or the FDIC.  Such actions could include a capital directive, a cease and desist order,
civil money penalties, the establishment of restrictions on the institution's operations, termination of federal
deposit insurance and the appointment of a conservator or receiver.  The OTS' capital regulation provides
that such actions, through enforcement proceedings or otherwise, could require one or more of a variety of
corrective actions.

**Prompt Corrective Action**.  The following table shows the amount of capital associated with the
different capital categories set forth in the prompt corrective action regulations.

26

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|Capital Category               | Total 
Risk-Based Capital | Tier 1 
Risk-Based Capital | Tier 1 
Leverage Capital
|------------------------------ | ------------------------- | -------------------------- | ------------------------
|Well capitalized               | 10% or more               | 6% or more                 | 5% or more              
|Adequately capitalized         | 8% or more                | 4% or more                 | 4% or more              
|Undercapitalized               | Less than 8%              | Less than 4%               | Less than 4%            
|Significantly undercapitalized | Less than 6%              | Less than 3%               | Less than 3%            

In addition, an institution is "critically undercapitalized" if it has a ratio of tangible equity to total
assets that is equal to or less than 2.0%.  Under specified circumstances, a federal banking agency may
reclassify a well capitalized institution as adequately capitalized and may require an adequately capitalized
institution or an undercapitalized institution to comply with supervisory actions as if it were in the next
lower category (except that the FDIC may not reclassify a significantly undercapitalized institution as
critically undercapitalized).

An institution generally must file a written capital restoration plan which meets specified
requirements within 45 days of the date that the institution receives notice or is deemed to have notice that
it is undercapitalized, significantly undercapitalized or critically undercapitalized.  A federal banking
agency must provide the institution with written notice of approval or disapproval within 60 days after
receiving a capital restoration plan, subject to extensions by the agency.  An institution which is required to
submit a capital restoration plan must concurrently submit a performance guaranty by each company that
controls the institution.  In addition, undercapitalized institutions are subject to various regulatory
restrictions, and the appropriate federal banking agency also may take any number of discretionary
supervisory actions.

At December 31, 2000, the Bank was deemed a well capitalized institution for purposes of the
above regulations and as such is not subject to the above mentioned restrictions.

**Safety and Soundness Guidelines**.  The OTS and the other federal banking agencies have
established guidelines for safety and soundness, addressing operational and managerial standards, as well
as compensation matters for insured financial institutions.  Institutions failing to meet these standards are
required to submit compliance plans to their appropriate federal regulators.  The OTS and the other
agencies have also established guidelines regarding asset quality and earnings standards for insured
institutions.  The Bank believes that it is in compliance with these guidelines and standards.

**Liquidity Requirements.**  All savings institutions 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.  The liquidity requirement may
vary from time to time (between 4% and 10%) depending upon economic conditions and savings flows of
all savings institutions.   At the present time, the required minimum liquid asset ratio is 4%.  At
December 31, 2000, the Bank's liquidity ratio was 30.5%.

27

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**Capital Distributions**.  OTS regulations govern capital distributions by savings institutions, which
include cash dividends, stock repurchases and other transactions charged to the capital account of a savings
institution to make capital distributions.  Under new regulations effective April 1, 1999, a savings
institution must file an application for OTS approval of the capital distribution if either (1) the total capital
distributions for the applicable calendar year exceed the sum of the institution's net income for that year to
date plus the institution's retained net income for the preceding two years, (2) the institution would not be
at least adequately capitalized following the distribution, (3) the distribution would violate any applicable
statute, regulation, agreement or OTS-imposed condition, or (4) the institution is not eligible for expedited
treatment of its filings.  If an application is not required to be filed, savings institutions which are a
subsidiary of a holding company (as well as certain other institutions) must still file a notice with the OTS
at least 30 days before the board of directors declares a dividend or approves a capital distribution.

**Community Reinvestment Act and the Fair Lending Laws.**  Savings institutions have a
responsibility under the Community Reinvestment Act of 1977 ("CRA") and related regulations of the OTS
to help meet the credit needs of their communities, including low- and moderate-income neighborhoods.  In
addition, the Equal Credit Opportunity Act and the Fair Housing Act (together, the "Fair Lending Laws")
prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in
those statutes.  An institution's failure to comply with the provisions of CRA could, at a minimum, result in
regulatory restrictions on its activities.  Failure to comply with the Fair Lending Laws could result in
enforcement actions by the OTS, as well as other federal regulatory agencies and the Department of
Justice.

**Qualified Thrift Lender Test.**  All savings institutions are required to meet a qualified thrift
lender or QTL test to avoid certain restrictions on their operations.  A savings institution can comply with
the QTL test by either qualifying as a domestic building and loan association as defined in the Internal
Revenue Code or meeting the second prong of the QTL test set forth in the HOLA.  A savings institution
that does not meet the QTL test must either convert to a bank charter or comply with the following
restrictions on its operations:

- the institution may not engage in any new activity or make any new investment, unless 
            such activity or investment is permissible for a national bank;
- the branching powers of the institution shall be restricted to those of a national bank;
- the institution shall not be eligible to obtain any new advances from its FHLB, other than 
            special liquidity advances with the approval of the OTS; and
- payment of dividends by the institution 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 institution 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).

Currently, the prong of the QTL test that is not based on the Code requires that 65% of an
institution's "portfolio assets" (as defined) consist of certain housing and consumer-related assets on a

28

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monthly average basis in nine out of every 12 months. Assets that qualify without limit for inclusion as part
of the 65% requirement include:

- loans made to purchase, refinance, construct, improve or repair domestic residential
housing;
- home equity loans;
- most mortgage-backed securities;
- stock issued by the FHLB of Dallas; and
- direct or indirect obligations of the FDIC.

In addition, the following assets, among others, may be included in meeting the test subject to an overall
limit of 20% of the savings institution's portfolio assets: 50% of residential mortgage loans originated and
sold within 90 days of origination; 100% of consumer loans (limited to 10% of total portfolio assets); and
stock issued by the FHLMC or the FNMA.  Portfolio assets consist of total assets minus the sum of
(1) goodwill and other intangible assets, (2) property used by the savings institution to conduct its business,
and (3) liquid assets up to 20% of the institution's total assets.  At December 31, 2000, the qualified thrift
investments of the Bank were approximately 82.1% of its portfolio assets.

**Federal Home Loan Bank System**.  The Bank is a member of the FHLB of Dallas, which is one
of 12 regional FHLBs that administers the home financing credit function of savings institutions.  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.  At December 31, 2000, the Bank had $8.2 million of FHLB advances.  See Note 8 of Notes
to Consolidated  Financial Statements in the 2000 Annual Report.

As a member, the Bank is required to purchase and maintain stock in the FHLB of Dallas in an
amount equal to at least 1% of its aggregate unpaid residential mortgage loans or similar obligations at the
beginning of each year.  At December 31, 2000, the Bank had $430,000 in FHLB stock, which was in
compliance with this requirement.

The FHLBs are required to provide funds for the resolution of troubled savings institutions and to
contribute to affordable housing programs through direct loans or interest subsidies on advances targeted
for community investment and low- and moderate-income housing projects.  These contributions have
adversely affected the level of FHLB dividends paid in the past and could do so in the future.  These
contributions also could have an adverse effect on the value of FHLB stock in the future.  The dividend
yield on the Bank's FHLB stock was 7.88% in 2000 and 5.45% in 1999.

**Federal Reserve System**.  The Federal Reserve Board requires all depository institutions to
maintain reserves against their transaction accounts and non-personal time deposits.  As of December 31,
2000, no reserves were required to be maintained on the first $5 million of transaction accounts, reserves of
3% were required to be maintained against the next $42.8 million of net transaction accounts, and a reserve
of 10% against all remaining net transaction accounts.  The above dollar amounts

29

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and percentages are
subject to periodic adjustment by the Federal Reserve Board.  Because required reserves must be
maintained in the form of vault cash or a noninterest-bearing account at a Federal Reserve Bank, the effect
of this reserve requirement is to reduce an institution's earning assets.

**Thrift Charter**.  Congress has been considering legislation in various forms that would require
savings institutions, such as the Bank, to convert their charters to national or state bank charters.  Recent
legislation required the Treasury Department to prepare for Congress a comprehensive study on the
development of a common charter for savings institutions and commercial banks.  The Bank cannot
determine whether, or in what form, such legislation may eventually be enacted and there can be no
assurance that any legislation that is enacted would not adversely affect the Bank and its parent holding
company.

**Taxation**

**Federal Taxation**

**General**.  FPB Financial and the Bank are subject to the corporate tax provisions of the Internal
Revenue Code, and the Bank is subject to certain additional provisions which apply to thrift and other types
of financial institutions.  The following discussion of federal taxation is intended only to summarize certain
pertinent federal income tax matters relevant to the taxation of FPB Financial and the Bank and is not a
comprehensive discussion of the tax rules applicable to FPB Financial and the Bank.

**Fiscal Year.**  FPB Financial and the Bank  file federal income tax returns on the basis of a
calendar year ending on December 31. Consolidated returns will be filed for 2000 and it is expected that
consolidated returns will be filed for the foreseeable future.

**Bad Debt Reserves.**  In August 1997, legislation was enacted that repealed the reserve method of
accounting (including the percentage of taxable income method) previously used by many savings
institutions to calculate their bad debt reserve for federal income tax purposes.  Savings institutions with
$500 million or less in assets may, however, continue to use the experience method.  The Bank must
recapture that portion of its reserve which exceeds the amount that could have been taken under the
experience method for post-1987 tax years.  At December 31, 1995, the Bank's post-1987 excess reserves
amounted to approximately $154,000.  The recapture, over a six-year period, commenced  January 1,
1998.  The legislation also requires savings institutions 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.  This
change in accounting method and recapture of excess bad debt reserves is adequately provided for in the
Bank's deferred tax liability.

At December 31, 2000, the federal income tax reserves of the Bank included $ 503,000 for which
no federal income tax has been provided.  Because of these federal income tax reserves and the liquidation
account established for the benefit of certain depositors of the Bank in connection with the conversion, the
retained earnings of the Bank are substantially restricted.

**Distributions.**  If the Bank were to distribute cash or property to its stockholders, and the
distribution was treated as being from its accumulated bad debt reserves, the distribution would cause the
Bank to have additional taxable income.  A distribution is from accumulated bad debt reserves if (a) the
reserves exceed the amount that would have been accumulated on the basis of actual loss experience, and

30

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(b) the distribution is a "non-qualified distribution."  A distribution with respect to stock is a non-qualified
distribution to the extent that, for federal income tax purposes,

> it is in redemption of shares,
>   it is pursuant to a liquidation of the institution, or
>   in the case of a current distribution, together with all other such distributions during the
> taxable year, it exceeds the institution's current and post-1951 accumulated earnings and
> profits.

The amount of additional taxable income created by a non-qualified distribution is an amount that when
reduced by the tax attributable to it is equal to the amount of the distribution.

**Minimum Tax.**  The Code imposes an alternative minimum tax at a rate of 20%.  The alternative
minimum tax generally applies to a base of regular taxable income plus certain tax preferences ("alternative
minimum taxable income" or "AMTI") and is payable to the extent such AMTI is in excess of an
exemption amount.  Tax preference items include the following:

> depreciation, and
>   75% of the excess (if any) of(1)	adjusted current earnings as defined in the Code, over
> 
> (2)	AMTI determined without regard to this preference and prior to reduction by net
> operating losses.

**Capital Gains and Corporate Dividends-Received Deduction.**  Corporate net capital gains are
taxed at a maximum rate of 35%.  Corporations which own 20% or more of the stock of a corporation
distributing a dividend may deduct 80% of the dividends received.  Corporations which own less than 20%
of the stock of a corporation distributing a dividend may deduct 70% of the dividends received.  However, a
corporation that receives dividends from a member of the same affiliated group of corporations may deduct
100% of the dividends received.

**Other Matters.**  Federal legislation is introduced from time to time that would limit the ability of
individuals to deduct interest paid on mortgage loans.  Individuals are currently not permitted to deduct
interest on consumer loans.  Significant increases in tax rates or further restrictions on the deductibility of
mortgage interest could adversely affect the Bank.

The Bank's federal income tax returns for the 1997 and subsequent tax years are open under the
statute of limitations and are subject to review by the IRS.  The Bank has not been audited by the IRS
during the last five years.

31

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**State Taxation**

FPB Financial is subject to the Louisiana Corporation Income Tax based on its Louisiana taxable
income.  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 by FPB Financial within or
derived from sources within the State of Louisiana, after adjustments permitted under Louisiana law,
including a federal income tax deduction.  In addition, the Bank is subject to the Louisiana Shares Tax
which is imposed on the assessed value of a company's stock.  The formula for deriving the assessed value
is to calculate 15% of the sum of

(a)	20% of the Bank's capitalized earnings, plus

(b)	80% of the Bank's taxable stockholders' equity,

and to subtract from that figure 50% of the Bank's real and personal property assessment.  Various items
may also be subtracted in calculating a company's capitalized earnings.

**Item 2.  Description of Property**

At December 31, 2000, Florida Parishes conducted its business from its headquarters and sole
office at 300 West Morris Avenue, Hammond, Louisiana 70403.  The Bank owns the building and land at
this site.  The estimated net book value of the electronic data processing and other office equipment owned
by Florida Parishes was $119,000 at December 31, 2000.

**Item 3.  Legal Proceedings**

The Bank is involved in routine legal proceedings occurring in the ordinary course of business
which, in the aggregate, are believed by management to be immaterial to the financial condition and results
of operations of the Bank.

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

Not applicable.

**PART II.**

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

The information required herein, to the extent applicable, is incorporated by reference from****Page
46 of the Company's 2000 Annual Report.



32

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

The information required herein is incorporated by reference from pages  4  to 12 of the 2000
Annual Report.

**Item 7.  Financial Statements.**

The information required herein is incorporated by reference from pages 15  to 44 of the 2000
Annual Report.

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

On August 21, 2000 the Company filed form 8-K regarding changes in the Company's certifying
account, which Form 8-K is incorporated herein by reference.

**PART III.**

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

The information required herein is incorporated by reference from pages 3  to 4  and  8  of the
definitive proxy statement of the Company for the Annual Meeting of Stockholders to be held on April 25,
2001, which will be filed within 120 days of December 31, 2000 ("Definitive Proxy Statement").

**Item 10.  Executive Compensation.**

The information required herein is incorporated by reference from pages 9  to 11 of the Definitive
Proxy Statement.

**Item 11.  Security Ownership of Certain Beneficial Owners and Management.**

The information required herein is incorporated by reference from pages 6  to 8  of the Definitive
Proxy Statement.

**Item 12.  Certain Relationships and Related Transactions.**

The information required herein is incorporated by reference from page 13  of the Definitive Proxy
Statement.

**Item 13. Exhibits, List and Reports on Form 8-K.**

**(a)**  **Documents Filed as Part of this Report**

(1)	The following financial statements are incorporated by reference from Item 7 hereof (see
Exhibit 13):



33

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> Reports of Independent Auditors
> 		Consolidated Balance Sheets as of December 31, 2000 and 1999
> 		Consolidated Statements of Income for the Years Ended
>   December 31, 2000 and 1999
> 		Consolidated Statements of Changes in Shareholders' Equity for the
>   Years Ended December 31, 2000 and 1999
> 		Consolidated Statements of Cash Flows for the Years
>   ended December 31, 2000 and 1999
> 		Notes to Consolidated Financial Statements
> (2)         All schedules for which provision is made in the applicable accounting regulation of the
> SEC are omitted because of the absence of conditions under which they are required or because the
> required information is included in the consolidated financial statements and related notes thereto.
> 
> (3)         The following exhibits are filed as part of this Form 10-KSB, and this list includes the
> Exhibit Index.

2.1*         Plan of Conversion
 3.1*         Articles of Incorporation of FPB Financial Corp.
 3.2*         Bylaws of FPB Financial Corp.
 4.1*         Stock Certificate of FPB Financial Corp.
10.1*       Employment Agreement among FPB Financial Corp., Florida Parishes Bank and Fritz W.
Anderson, II 
               
dated June 30, 1999
10.2*       Employment Agreement among FPB Financial Corp., Florida Parishes Bank and G.
Wayne Allen dated June 30,
               
1999
10.3**     2000 Stock Option Plan
10.4**     2000 Recognition and Retention Plan and Trust Agreement
13.1         2000 Annual Report to Stockholders

---

(*)         Incorporated herein by reference from the Company's Registration Statement on Form SB-2
(Registration
             No. 333-74259) filed by the Company with the SEC on March 11, 1999, as
subsequently amended.

(**)      Incorporated herein by reference from the
Company's Proxy on Form DEF-14A filed by the Company with
             the SEC
on March 24, 2000.

**(b)**	**Reports on Form 8-K**

The Company did not file any reports on Form 8-K during the quarter ended December 31,
2000.

34

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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.

**FPB FINANCIAL CORP.**

|Date: March 23, 2001 | By: /s/ Fritz W. Anderson, II        
|-------------------- | -------------------------------------
|                     | Fritz W. Anderson, II                
|                     | President and Chief Executive Officer

In accordance with  the Exchange Act, 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/ Fritz W. Anderson

March 23, 2001Fritz W. Anderson, II
Director, President and Chief Executive
Officer (principal financial and accounting
officer)/s/ G. Wayne Allen

March 23, 2001G. Wayne Allen
Director, Senior Vice President and Secretary/s/ Bill W. Bowden

March 23, 2001Bill W. Bowden
Chairman of the Board/s/ Dan R. Durham

March 23, 2001Dan R. Durham
Director/s/ Wilbert H. Hutchinson

March 23, 2001Wilbert H. Hutchinson
Director/s/ Richard S. Inge

March 23, 2001Richard S. Inge
Director/s/ John L. McGee

March 23, 2001John L. McGee
Director