SECURITIES AND EXCHANGE COMMISSION

	WASHINGTON, D. C. 20549

	                                   

	FORM 10 - QSB	

	Quarterly Report Under Section 13 or 15 (d)
	of the Securities Exchange Act of 1934

For the Quarter ended September 30, 1998    Commission File Number 2-89559
                         Zachary Bancshares, Inc.                          
	(Exact name of registrant as specified in its charter)


             Louisiana                     72-0981148                      
   (State of or other jurisdiction  (I.R.S. Employer incorporation 
        of organizaton)                 or Identification No.)

       4700 Main Street			
	 Post Office Box 497
       Zachary, Louisiana                      70791-0497                  
(Address of principal executive office)         (Zipcode)

Registrant's telephone number, including area code     225 654 2701        

                                None                                       
	(Former name, former address and former fiscal
	year if changed since last report)

     Indicate by check mark whether the registant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

YES  X     NO    

     Indicate the number of shares outstanding of each of the issuer's 
classes of common stock, as of the latest practicable date.

     Common Stock, $10 par value, 193,667 shares outstanding as of 
September 30, 1998.

	I N D E X



Financial Statements:

				  
  Consolidated Balance Sheets - September 30, 1998, 
    December 31, 1997 and September 30, 1997                           2

  Consolidated Statements of Income - for the three 
    and nine months ended September 30, 1998 and 1997                  3

  Consolidated Statements of Changes in Stockholders' 
    Equity - for the nine months ended September 30, 
    1998 and 1997                             	                        4

  Consolidated Statements of Cash Flows -
    for the nine months ended September 30, 1998 and 1997             5 - 6

  Notes to Consolidated Financial Statements                          7 - 11 

  Management's Discussion and Analysis of Financial 
    Condition and Results of Operations                              12 - 14

  Part II - Other Information	                                          15

  Signatures	                                                           16
  
  Management's Responsibility for Financial Reporting                17 - 18

	



					1









			Zachary Bancshares, Inc. and Subsidiary
			CONSOLIDATED BALANCE SHEETS
		September 30, 1998, December 31, 1997 and September 30, 1997
ASSETS
                		             (UNAUDITED)      (UNAUDITED)      (UNAUDITED)
                               September 30,     DECEMBER 31,     September 30,
                                   1998             1997              1997      
Cash and Due from Banks        $ 2,694,650      $ 2,481,869       $ 3,756,635
Interest Bearing Deposits in
	Other Institutions	             1,685,233	          95,046      	     93,716
Reserve Funds Sold	              4,100,000	       1,700,000         1,950,000
Securities Available for Sale
   (Amortized Cost $20,545,751,
   $25,624,161 and $26,078,695) 20,607,858	       25,620,114	      26,150,163
Loans		                         50,459,315        46,141,573	      42,414,396
  Less: Allowance for 
          Loan Losses             (791,373)         (771,850)        (784,060)
                     				       49,667,942	       45,369,723       41,630,336
Bank Premises and Equipment      2,517,947	        1,693,887        1,525,351
Other Real Estate	                 194,805	          217,401	         241,595
Accrued Interest Receivable	       563,422	          558,501          517,274
Other Assets                       226,193            69,139           82,419
      Total Assets	            $82,258,050 	     $77,805,680      $75,947,489
			LIABILITIES
Deposits:
  Noninterest Bearing          $16,101,756	      $14,418,082      $13,535,456
  Interest Bearing	             56,664,086	       54,762,690	      53,666,229
				                            72,765,842	       69,180,772	      67,201,685
Accrued Interest Payable	          217,425	          188,188          183,745
Other Liabilities                  448,554           221,985      	   338,990
      Total Liabilities	       $73,431,821 	     $69,590,945      $67,724,420
STOCKHOLDERS' EQUITY
Common Stock - $10 Par Value; Authorized
  2,000,000 Shares; Issued 216,000 
  Shares, Respectively        $  2,160,000	     $  2,160,000	     $ 2,160,000
Surplus	                	        1,480,000	        1,480,000        1,480,000
Retained Earnings        	       5,591,898	        5,024,066	       4,982,560
Unrealized Gain (Loss) on Securities 
  Available for Sale, Net	          40,991 	         ( 2,671)          47,169
Treasury Stock (22,333 Shares
 at Cost)          	              (446,660)         (446,660)        (446,660)
      Total Stockholders' Equity  8,826,229	       8,214,735	       8,223,069
      Total Liabilities and
	 Stockholders' Equity	         $82,258,050	     $77,805,680      $75,947,489
The accompanying notes are an integral part of these financial statements.
2
	Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF INCOME
for the three and nine months ended September 30, 1998 and 1997
                                   (UNAUDITED)              (UNAUDITED) 		 
                        				      QUARTER ENDED         NINE MONTHS ENDED  
                                  SEPTEMBER 30,           SEPTEMBER 30,         
                                 1998       1997         1998        1997      
Interest Income:
  Interest and Fees on Loans	$ 1,124,830	$  958,249  	$3,219,364	 $2,612,869
  Interest on Securities	        328,454    427,272    1,062,324	  1,356,009
  Other Interest Income           81,580     24,917      209,789	     83,145
      Total Interest Income	 $ 1,534,864 $1,410,438   $4,491,477	 $4,052,023

Interest Expense:
  Interest Expense on 
      Deposits                $  592,846 $  534,827   $1,748,353	 $1,598,857
  Interest Expense on Borrowings      80      -              521      -         
       Total Interest Expense $  592,926 $  534,827   $ 1,748,874	$1,598,857

	 Net Interest Income         $  941,938 $  875,611	  $ 2,742,603 $2,453,166

Provision for Loan Losses 	       52,134      8,245	      127,486     23,459
      Net Interest Income  
          After Provision for
          Loan Losses            889,804	   867,366	    2,615,117  2,429,707
Other Income:
  Service Charges on
    Deposit  Accounts            124,979    125,309	      363,975    381,668
  Loss on Securities	               -    	     -             -        (5,391) 
Other Operating Income            50,655     55,851	      131,921    117,278
       Total Other Income	       175,634	   181,160	      495,896	   493,555
       Income before Other
          Expenses	           $1,065,438 $1,048,526  	 $3,111,013	$2,923,262
Other Expenses:
  Salaries and Employee 
      Benefits                   381,257    376,543     1,125,121  1,062,930
  Occupancy Expense	              41,468	    52,360       122,583    152,793
  Net Other Real Estate Expense      756    (11,684)        6,435    (10,484)
  Other Operating Expenses	      271,010    236,895 	     737,847    677,833
      Total Other Expenses	      694,491    654,114	    1,991,986  1,883,072
      Income before Income 
         Taxes	                  370,947    394,412	    1,119,027  1,040,190
Applicable Income Taxes          131,760	   124,500	      376,895    338,278
      Net Income	             $  239,187	$  269,912   $   742,132 $  701,912
Per Share:
  Net Income                  $     1.23 $     1.39   $      3.83 $     3.62
  Cash Dividends              $      -   $      -     $       .90 $      .80
The accompanying notes are an integral part of these financial statements.
3
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
for the nine months ended September 30, 1998 and 1997


                                         		          (UNAUDITED)  
                                                     September 30,         
                                                   1998          1997       

Common Stock:
  Balance - Beginning and End of Period	       $2,160,000     $2,160,000
				

Surplus:
  Balance - Beginning and End of Period        $1,480,000	    $1,480,000
				

Retained Earnings:
  Balance - Beginning of Period                $5,024,066	    $4,435,582
  	Net Income	                                    742,132        701,912
  	Cash Dividends                                (174,300)      (154,934)

  Balance - End of Period                      $5,591,898	    $4,982,560
			
Net Unrealized Gain (Loss) on Securities
  Available for Sale:
  Balance - Beginning of Period                $  ( 2,671)    $   (17,046)
	  Net Change in Unrealized Gain
 			on Securities Available for Sale   	           43,662          64,215 

  Balance - End of Period	                     $   40,991     $    47,169 
		
Treasury Stock:
  Balance - Beginning and End of Period	       $ (446,660)    $  (446,660) 
				

The accompanying notes are an integral part of these financial statements.


4


	Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1998 and 1997
                       						              										(UNAUDITED)  
         					 	                         										   September,            
                      	              				      1998              1997    
Cash Flows From Operating Activities:
  Net Income							                       $    742,132	      $   701,912
  Adjustments to Reconcile Net Income to	
    Net Cash Provided by Operating
    Activities:
      Provision for Loan Losses       			      127,486            23,459  
      Provision for Depreciation 
        and Amortization                   	   152,988           128,220
	 Stock Dividends on Federal Home Loan
			  Bank Stock	                               (12,600)          (32,300)	
	  Net (Accretion) Amortization of
        Securities (Discounts) Premiums         (2,107)          (14,803)
      (Gain) Loss on Sale of Securities	          -                5,391
      (Gain) on Sale of Other Real Estate		       -              (11,684)    
      (Increase) Decrease in Accrued 
			Interest Receivable	                         (4,921)           95,294 
      (Increase) Decrease in Other Assets     (157,054)	             (95)
      Increase (Decrease) in Accrued 
			Interest Payable	                            29,237            (1,543)
      Increase (Decrease) in Other Liabilities 204,077 	         244,915
          Net Cash Provided by Operating
            Activities	                      1,079,238	        1,138,766
Cash Flows From Investing Activities:
  Net (Increase) Decrease in Reserve
    Funds Sold	                             (2,400,000)	      (1,100,000)
  Purchase of FHLB Stock                       (51,300)	            -     
  Purchases of Securities Available for Sale	    -      	     (7,033,099)
  Maturities or Calls of Securities Available
		for Sale	                                  2,500,000	        4,000,000
  Principal Payments on Mortgage-Backed
		Securities	                                2,644,417 	         605,612
  Proceeds from Sales of Securities Available
		for Sale	                                      -      	      8,945,151
  Net (Increase) Decrease in Loans   	      (4,425,705)	      (5,213,969)
  Purchases of Premises and   Equipment	      (977,048) 	       (314,132)
  Proceeds from Sales of Other
    Real Estate	                               22,596	           178,270
          Net Cash Provided by 
			      Investing Activities	             (2,687,040)	           67,833 
(CONTINUED)
5
                                                      (UNAUDITED)  
                                                     September 30,           
                                              1998                1997    
Cash Flows From Financing Activities:
  Net Increase (Decrease) in Demand
    Deposits, NOW Accounts and
    Savings Accounts	                       2,904,206 	           38,091 
  Net Increase (Decrease) in Certificates
		of Deposit	                                 680,864    	    (1,005,675)
  Cash Dividends                             (174,300)	         (154,934)
	  
          Net Cash Provided by (Used in)
			      Financing Activities	              3,410,770 	       (1,122,518)
				
Increase (Decrease) in Cash and Interest
	Bearing Deposits                           1,802,968    	        84,081 

Cash and Interest Bearing Deposits -
    Beginning of  Period	                   2,576,915   	      3,766,270

Cash and Interest Bearing Deposits -
    End of Period	                       $  4,379,883	      $  3,850,351
				
Supplemental Disclosures of Cash Flow
  Information:
    Noncash Investing Activities:
				
  Change in Unrealized Gain (Loss)
        on Securities Available
        for Sale                         $      66,154       $     97,296 
  Change in Deferred Tax Effect
        on Unrealized Gain on Securities
        Available for Sale               $      22,492       $    (33,081)
 Cash Payments For:
  Interest Paid on Deposits	             $   1,719,116	      $    536,370
			
  Income Tax Payments	                   $     374,500       $    333,000

The accompanying notes are an integral part of these financial statements.

6


Zachary Bancshares, Inc. and Subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

September 30, 1998 and 1997


Note A - Summary of Significant Accounting Policies -
The accounting principles followed by Zachary Bancshares, Inc. and its wholly-
owned Subsidiary, Bank of Zachary, are those which are generally practiced 
within the banking industry.  The methods of applying those principles con
form with generally accepted accounting principles and have been applied on 
a consistent basis.  The principles which significantly affect the determina
tion of financial position, results of operations, changes in stockholders' 
equity and cash flows are summarized below.

Presentation

The accompanying unaudited consolidated interim financial statements do not 
include all of the information and footnotes required by generally accepted 
accounting principles.  Management is of the opinion that the unaudited interim
financial statements reflect all normal, recurring accrual adjustments neces
sary to provide a fair statement of the results for the interim periods pre
sented.  It is noted that the results for the first nine months ended Septem
ber 30, 1998 are  no indication of the expected results for the annual period
which ends December 31, 1998.  Additional information concerning the audited 
financial statements and notes can be obtained from Zachary Bancshares, 
Inc.'s annual report and Form 10-KSB filed for the period ended December 31, 
1997.

Principles of Consolidation
The consolidated financial statements include the accounts of Zachary Banc
shares, Inc. (the Company), and its wholly-owned subsidiary,  Bank  of  
Zachary  (the Bank). All  material  intercompany accounts  and   transactions
have been  eliminated.  Certain  reclassifications to previously published 
financial statements have been made to comply with current reporting require
ments.

Estimates

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the period.  Actual results 
could differ from those estimates.  Material estimates that are particularly 
susceptible to change in the near term relate to the determination of the 
allowance for loan losses and the valuation of real estate acquired in con
nection with foreclosures.  The Bank obtains independent appraisals for sig
nificant properties.

 Securities
	
Management determines the appropriate classification of debt securities (Held
to Maturity, Available for Sale, or Trading) at the time of purchase and re-
evaluates this classification periodically.

Securities that management  has both the intent and ability to hold to maturity 
regardless of changes in market conditions, liquidity needs or changes in 
general economic conditions are classified as securities held to maturity. 
Securities classified as trading are those securities held for resale in an
ticipation of short-term market movements.  The Bank holds no securities 
classified as held to maturity or trading.

Securities that may be sold prior to maturity are classified as securities avail
able for sale. Any decision to sell a security classified as available for sale 
would be based on various factors, including significant movements in interest 
rates, changes in the maturity mix of the Bank's assets and liabilities, li-
quidity needs, regulatory capital considerations, and other similar factors.
Securities available for sale are carried at fair value.  Unrealized gains or
losses are reported as increases or decreases in stockholders' equity, net of
the reported deferred tax effect.  Realized gains or losses, determined on 
the basis of the costs of specific securities sold, are included in earnings.

Loans

Loans are stated at  principal amounts outstanding, less  unearned income and 
allowance for loan losses.  Interest on commercial loans is accrued  daily  
based on the principal outstanding.  Interest  on installment loans is recog
nized and included in interest income using the sum of the digits method, 
which does not differ materially from the interest method.

The Bank  discontinues the accrual of interest income when a loan  becomes 90 
days past due as to principal or interest.  Interest on impaired loans is dis
continued when, in management's opinion the borrower may be unable to meet 
payments as they become due.  When a loan is placed on  non-accrual status, 
previously  recognized but uncollected interest is reversed to income or char
ged to the allowance for loan losses.  Interest income is subsequently recog
nized only to the extent cash payments are received.

Allowance for Loan Losses

The allowance for loan losses is an amount which in management's judgment is 
adequate to absorb potential losses in the loan portfolio.  The  allowance 
for loan losses is based  upon management's review and evaluation of the loan
portfolio.  Factors considered  in the establishment of the  allowance for 
loan losses include management's evaluation of specific loans; the  level and
composition of classified loans; historical loss experience; results of exami
nations by regulatory agencies; an internal asset review process; expecta
tions of future economic conditions and their impact on particular borrowers; 
and other judgmental factors.

The allowance for loan losses is  based on estimates of potential future 
losses, and ultimate  losses may vary from the current estimates.  These 
estimates are reviewed periodically and as adjustments become necessary, the 
effect of the change in estimate is charged to operating expenses in the 
period incurred.  All losses are charged to the allowance for loan losses
when the loss actually occurs or when management  believes that the  collec
tibility of  the principal is unlikely.  Recoveries are credited to the allow
ance at the time of recovery.

Bank Premises and Equipment

Bank premises and equipment are stated at  cost less accumulated depreciation.  
Depreciation is provided at rates based upon estimated useful service lives 
using the  straight-line method  for financial reporting purposes and acceler
ated methods for income tax purposes.

The cost of assets retired or otherwise disposed of and the related accumulated 
depreciation are eliminated from the accounts in the year of disposal and the 
resulting gains or losses are included  in current operations.

Expenditures for maintenance and repairs are charged to operations as incur
red.  Cost of major additions and improvements are capitalized.

Other Real Estate

Other real estate is comprised of properties acquired through foreclosure or 
negotiated settlement.  The carrying value of these properties is lower of 
cost or fair value.  Loan losses arising from the acquisition of these pro
perties are charged against the allowance for loan losses.  Any subsequent 
market reductions required are charged to Net Other Real Estate Expense.  
Revenues and expenses associated with maintaining or disposing of foreclosed 
properties are recorded during the period in which they are incurred.

Income Taxes

The provision for income taxes is based on income as reported in the financial 
statements after interest income from state and municipal securities is ex
cluded.  Also certain items of income and expenses are recognized in diffe
rent time periods for financial statement purposes than for income tax pur
poses.  Thus provisions for deferred taxes are recorded in recognition of 
such timing differences.

Deferred taxes are provided on a liability method whereby deferred tax assets 
are recognized for deductible  temporary  differences  and  operating loss  
and  tax credit carryforwards and deferred tax liabilities are recognized
for taxable temporary differences. Temporary  differences are the differences  
between the reported amounts of assets and liabilities  and their  tax bases.  
Deferred tax assets are reduced by a valuation allowance when, in the opinion 
of management, it is more likely than not that some portion or all of the  
deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the  date of
enactment.  

The Company and the Bank file a consolidated federal income tax return.  In 
addition, state income tax returns are filed individually by the Company in 
accordance with state statutes.

Comprehensive Income

The Financial Accounting Standards Board issued Statement No. 130 "Reporting   
Comprehensive Income" , which has become effective for years beginning after  
December 15, 1997.  This statement establishes standards for reporting and dis
play of comprehensive income and its components which are revenues, expenses, 
gains, and losses that under GAAP are included in comprehensive income but ex
cluded from net income.  The Bank adopted this statement in 1998.  The only 
component of comprehensive income included in the financial statements was 
the unrealized gain (loss) on securities available for sale, which was 
immaterial at September 30,1998 and 1997.


10


Earnings per Common Share

In February 1997, Statement of Financial Accounting Standards No. 128 "Earnings 
Per Share" (SFAS No. 128) was issued which establishes standards for computing 
and presenting earnings per share (EPS).  Under SFAS No. 128, primary EPS is 
replaced with Basic EPS.  Basic EPS is computed by dividing income applicable to
common shares by the weighted average shares outstanding; no dilution for any 
potentially convertible shares is included in the calculation.  Fully diluted 
EPS now called diluted EPS reflects the potential dilution that could occur 
if securities or other contracts to issue common stock were exercised or con
verted into common stock or resulted in the issuance of common stock that 
then shared in the earnings of the Company.  At September  30, 1998 the Com
pany had no convertible shares or other contracts to issue common stock.  
The weighted average number of shares of common stock used to calculate Basic
EPS was 193,667 for the third quarter of 1998 and 1997.

Statements of Cash Flows

For purposes of reporting cash flows, cash and cash equivalents includes cash 
on hand and amounts due from banks (including cash items in process of clear
ing).


















11





Zachary Bancshares, Inc. and Subsidiary

MANAGEMENT'S DISCUSSION

September 30, 1998

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 	
RESULTS OF OPERATIONS

The following is management's discussion and analysis of the 
significant changes in income and expenses in relation to the 
changes in financial position for the nine months ended September 
30, 1998 and 1997. This information should be read in conjunction 
with the financial statements and notes relating thereto.  The 
Company is unaware of any trends, uncertainties or events which 
would or could have a material impact on future operating results, 
liquidity, or capital.

FINANCIAL CONDITION ANALYSIS

Loans

Total loans were $50,459,315 at September 30, 1998 compared to 
$42,414,396 at September 30, 1997.  This represents an increase of 
$8,044,919 or 19%.  Loan growth was funded from reallocation of 
investment securities as they matured and from deposit growth.

Investment Securities

Investment securities decreased 21% to $20,607,858 at September 
30, 1998 compared to $26,150,163 at September 30, 1997.  This 
decrease was due to the reallocation of these funds to the loan 
portfolio as the securities matured.

Bank Premises and Equipment

Total bank premises and equipment were $2,517,947 at September 30, 
1998 compared to $1,525,351 at September 30, 1997.  The contract 
for $2,876,000 for the construction of a new Company headquarters 
is about 48% complete as of September 30, 1998. As work continues 
on the project, the bank premises and equipment totals will increase to 
reflect the construction in progress.  Completion of the project is 
anticipated to be in the first quarter of 1999.

12
Deposits

Total deposits increased  8% to $72,765,842 at September 30, 1998 
compared to $67,201,685 at September 30, 1997.

RESULTS OF OPERATION

For the Nine Month Period Ended September 30, 1998 over 1997

Net Income

Net Income was $742,132 for the nine month period ended September 
30, 1998 compared to $701,912 in the same period in 1997, an increase of 
6%. This increase is primarily a result of the shifting of investment assets 
to the higher yielding loan portfolio as well as an overall increase in Bank 
assets.

Interest Income

Interest Income for the nine month period ended September 30, 1998 
was $4,491,477 or an 11% increase over the same period in 1997.  
The interest income increase resulted from the Company's continued 
asset mix reallocation from lower yielding securities into higher 
yielding loans.  The Bank's loan portfolio increased 19% to 
$50,459,315 while its investment portfolio decreased 21% to 
$20,607,858 in the time period under consideration.
 
Interest Expense

Interest Expense for the nine months ended September 30, 1998 was 
$1,748,874 or a 9% increase over the same period in 1997 at 
$1,598,857.  Interest bearing deposits increased 6% to $56,664,086 
from $53,666,229 at September 30, 1997.  Both volume and rate 
increases contributed to the net interest expense change.

Provision for Loan Losses

The Company included $127,486 for provision for loan losses during 
the nine month period ended September 30, 1998 due to continued 
increases in the loan portfolio. The Company's Watch List volumes 
were stable in the last half of 1997 and to date in 1998.  
Management reviews the Watch List on a monthly basis and remains 
committed to providing for losses in a timely manner.


13
Total Other Income

Total other income for the time period under consideration 
increased $2,341. Service charges on Deposit Accounts decreased 
$17,693 or 7% as the Company offered new products during the 
latter part of 1997 which included reduced monthly service fees.  
Other income increased $14,643 or 12% primarily from fee income on 
investment sales which the Company received under the terms of a 
contract with a third party which offers discount brokerage 
services at the Company's facility.

Total Other Expense

Total other expenses increased 6% or $108,914 to $1,991,986 at 
September 30, 1998 from $1,883,072 at September 30, 1997. Employee 
salaries and benefits increased 6% for the nine month period under 
consideration.  Occupancy expense decreased 20% for the 1998 nine 
month time period as 1997's period had one time expenses of 
approximately $15,000 related to the Company's data processing 
conversion in February 1997.

Income Tax

The Company is fully taxable at the maximum rate (34%) in both 
1998 and 1997 and expects to remain taxable at the current rate 
throughout 1998.

Earnings Per Share

The Company's 1998 earning per share at September 30,1998 was 
$3.83 a  6% increase or $.21 per share over the previous year.

Dividends

The Company's cash dividend increased $.10 at June 30, 1998 to 
$.90 per share or 13% over the previous year.






14










	PART II





Item l.  LEGAL PROCEEDINGS

During the normal course of business, the Company is 
involved in various legal proceedings.  In the opinion of manage- 
ment and counsel, any liability resulting from such proceedings 
would not have a material adverse effect on the Company's 
financial statements. 	



Item 6.  EXHIBITS AND REPORTS ON FORM 8-K 

     a.  None         	      
  
         
     













15









	SIGNATURES






     Pursuant to the requirement of the Securities and Exchange 
     Act of 1934, the registrant has duly caused this report to
     be signed on its behalf by the undersigned, thereunto duly 
     authorized.

		                                    ZACHARY BANCSHARES, INC.



     Date:                                                     
		                                       Harry S. Morris, Jr.
		                                       President



		                                                            
		                                       Larry Bellard       
                                         Treasurer









	16


Management's Responsibility for Financial Reporting

	The management of Zachary Bancshares, Inc. is responsible for the preparation
 of the financial statements, related financial data and other information in 
 this quarterly report.  The financial statements are prepared in accordance 
 with generally accepted accounting principles and include some amounts that 
 are necessarily based on management's informed estimates and judgments, with
 consideration given to materiality.  All financial information contained in 
 this quarterly report is consistent with that in the financial statements.

	Management fulfills its responsibility for the integrity, objectivity, 
 consistency and fair presentation of the financial statements and financial 
 information through an accounting system and related internal accounting 
 controls that are designed to provide reasonable assurance that assets are
 safeguarded and that transactions are authorized and recorded in accordance
 with established policies and procedures. The concept of reasonable assur
 ance is based on the recognition that the cost of a system of internal 
 accounting controls should not exceed the related benefits.  As an integral
 part of the system of internal accounting controls, Zachary Bancshares, Inc.
 has a professional staff who monitors compliance with and assesses the 
 effectiveness of the system of internal accounting controls and coordinates
 audit coverage with the independent public accountants.

	The Audit Committee of the Board of Directors, composed solely of outside
 directors, meets periodically with management, and the independent public
 accountants to review matters relating to financial reporting, internal 
 accounting control and the nature, extent and results of the audit effort.
 The independent public accountants have direct access to the Audit Committee
 with or without management present.
	
The financial statements as of December 31, 1997 were examined by Hannis T. 
Bourgeois, L.L.P., independent public accountants, who rendered an indepen
dent professional opinion on the financial statements prepared by management. 
The financial statements as of September 30, 1998 have not been reviewed by 
Hannis T. Bourgeois, L.L.P. 



                                                            
                              					Larry Bellard, Treasurer 
                                  


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