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 March 31, 1998   Commission File Number 13397


                               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 organization)                          or Identification No.)

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

Registrant's telephone number, including area code     504 654 2701		
		               

	  NONE                      	      	 
(Former name, former address and former fiscal
	year of change since last report)

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

Yes X 	No	   

	Indicate 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 March 31, 
1998.

	





I N D E X




Financial Statements:


  Consolidated Balance Sheets -	
    March 31, 1998, December 31, 1997 and March 31, 1997			      2

  Consolidated Statements of Income -
    for the three months ended March 31, 1998 and 1997			 	      3

  Consolidated Statements of Changes in Stockholders' Equity -
    for the three months ended March 31, 1998 and 1997	     		 	 4

  Consolidated Statements of Cash Flows -
    for the three months ended March 31, 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    

  Report of Independent Accountant                          		 	17

  Management's Responsibility for Financial Reporting       		 	18











	1

Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEETS
March 31, 1997, December 31, 1998 and March 31, 1997
ASSETS

                		               (UNAUDITED)                 (UNAUDITED)
			                               MARCH 31,    DECEMBER 31,    MARCH 31, 
                                   1998           1997           1997 	        
	           
Cash and Due from Banks	        $ 3,280,870	  $ 2,481,869   	$ 3,628,342
Interest Bearing Deposits in
	Other Institutions	                 45,123      	 95,046     	   91,063
Reserve Funds Sold	               3,550,000	    1,700,000	       800,000
Securities Available for Sale
	(Amortized Cost $23,482,871,
	$25,624,161 and $29,536,576)    23,501,196	   25,620,114	    29,322,066
Loans		                          46,338,808	   46,141,573    	37,581,194
  Less: Allowance for Loan Losses  (782,205)     (771,850) 	   (825,339)	
			                             	45,556,603	    45,369,723	   36,755,855

Bank Premises and Equipment	      1,691,465     	1,693,887    	1,448,099
Other Real Estate	                  206,154	       217,401	      408,181
Accrued Interest Receivable	        574,968	       558,501	      545,480
Other Assets                       	201,353	        69,139    	   68,566
      Total Assets 	            $78,607,732	   $77,805,680  	$73,067,652

LIABILITIES
Deposits:
  Noninterest Bearing	          $14,941,689	   $14,418,082	  $12,456,517
  Interest Bearing	              54,629,775	    54,762,690	   52,577,401
                   				          69,571,464   	 69,180,772   	65,033,918
Accrued Interest Payable	           200,240	       188,188      	178,912
Other Liabilities                   359,343       	221,985     	 163,643
      Total Liabilities	         70,131,047	    69,590,945   	65,376,473

STOCKHOLDERS' EQUITY

Common Stock - $10 Par Value; Author-
  ized 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        	        5,271,251     	5,024,066	    4,639,416
Unrealized Gain (Loss) on Secur-
  ities Available for Sale, Net	     12,094         (2,671)    	(141,577)
Treasury Stock(22,333 Shares 
  at Cost)	                        (446,660)      (446,660)    	(446,660)  
      Total Stockholders' Equity  8,476,685	     8,214,735	    7,691,179
				
      Total Liabilities and
	      Stockholders' Equity	    $78,607,732   	$77,805,680  	$73,067,652
				
See accountant's report and accompanying notes.
2
Zachary Bancshares, Inc. and Subsidiary
 CONSOLIDATED STATEMENTS OF INCOME
for the three months ended 
March 31, 1998 and 1997
                                                		                      
			                                           (UNAUDITED)                  
	    			                                   THREE MONTHS ENDED  
			                                            MARCH 31,              	       
	                                           1998         1997   		
Interest Income:
  Interest and Fees on Loans	           	$1,017,501	  $  798,961
  Interest on Securities	      	            378,627     	473,627
  Other Interest Income	                 	   49,097       24,549
    Total Interest Income	               	1,445,225   	1,297,137
Interest Expense on Deposits		              564,337	     530,872
    Net Interest Income	         	          880,888	     766,265
Provision for Loan Losses     		             23,785        7,479 
    Net Interest Income After Provision for 
			 Loan Losses	                           	857,103	     758,786
Other Income:
  Service Charges on Deposit Accounts 	     118,166	     124,487
  Loss on Securities 	                          -         	 (913)
  Other Operating Income    		               40,130       27,494 
       Total Other Income	       	          158,296      151,068
       Income before Other Expenses	     	1,015,399     	909,854

Other Expenses:
  Salaries and Employee Benefits	          	364,989	     332,266
  Occupancy Expense	   	                     41,422      	49,358
  Net Other Real Estate Expense	             	4,922	       1,200 
  Other Operating Expenses                  234,656	     227,143
      Total Other Expenses	   	             645,990   	  609,967   
						         	         
      Income before Income Taxes	          	369,410	     299,887
Applicable Income Taxes           	       	 122,225	      96,053
      Net Income	                       	$  247,185  	$  203,834
				
Per Share:
  Net Income	                            $     1.28	  $     1.05
					
See accountant's report and accompanying notes.


3

Zachary Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

or the three months ended March 31, 1998 and 1997


                                                      (UNAUDITED)  
                                                   	     MARCH 31		            
		                                                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    	                               247,185  	   203,834

  Balance - End of Period	                     $5,271,251  	$4,639,416
				


Net Unrealized Gain (Loss) on Securities
  Available for Sale:
  Balance - Beginning of Period                $   (2,671)  $  (17,046)
	  Net Change in Unrealized Gain (Loss)	
 			on Securities Available for Sale	              14,765  	  (124,531)

  Balance - End of Period                      $  	12,094   $ (141,577)
				


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



See accountant's report and accompanying notes.



4
	Zachary Bancshares, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the three months ended March 31, 1998 and 1997

                                         			                      
	               											    	
                                          													(UNAUDITED)  
                                                         MARCH 31
	         	                                           1998         1997   	
Cash Flows From Operating Activities:
  Net Income	                                   $   247,185     	$ 203,834
  Adjustments to Reconcile Net Income to	
    Net Cash Provided by Operating  Activities:
	    Provision for Loan  Losses	                     23,785	         7,479
      Provision for Depreciation 	                   52,691	        34,097
 	    Amortization (Accretion) of Securities 
      Premiums (Discounts)	                           1,671         (8,035)	
	    Dividends on FHLB Stock	                        (3,900)    	   (3,300)
      Loss on Sale of Securities                    	   -             	913
      (Increase) Decrease in  Interest Receivable   (16,467)       	67,088
      (Increase) Decrease in Other  Assets	        (132,214)	       86,691
      Increase (Decrease) in  Interest Payable	      12,052	        (6,376)
      Increase in Other Liabilities	                129,751	        93,867

          Net Cash Provided by Operating
            Activities	                             314,554   	    476,258

Cash Flows From Investing Activities:
 	    Net Decrease in Interest Bearing
        Deposits in Other Institutions	              49,923	        20,406 
      Net(Increase)Decrease in Reserve 
			  Funds Sold                                 	(1,850,000)	       50,000 
      Purchase of Federal Home Loan Bank Stock     	(51,300)	      (21,900)
      Purchases of Securities                         -        	(2,030,544)
      Principal Payments on Mortgaged Back 
			  Securities                                    	694,819       	 98,698
      Proceeds from Maturities of Securities	     1,500,000	         -     
      Proceeds from Sale of Securities	               -         	4,982,239 
      Net Increase in Loans   	                    (210,665)	     (323,508)
      Purchases of Premises and Equipment	          (50,269)	     (142,757)
      Proceeds from Sales of Other Real Estate 	      1,247	         -    	     
	         
         Net Cash Provided by Investing 
            Activities                              	93,755   	  2,632,634 


                            (CONTINUED)
                                5                       	                  
                                                                             
				       	            	                               (UNAUDITED)  
                                                          MARCH 31              
	                                                    1998          1997	       
	                                       			     
Cash Flows From Financing Activities:
	Net Increase (Decrease) in Demand
    Deposits, NOW Accounts and
    Savings Accounts	                              892,201    	(3,155,438)
  Net Increase (Decrease) in Certificate
		of Deposit                                   	  (501,509) 	      20,087 
	  
        Net Cash Provided by Financing
            Activities	                            390,692    	(3,135,351)
				
Increase (Decrease) in Cash and Due
	from Banks	                                       799,001       	(26,459)

Cash and Due from Banks - Beginning of 
  Period                                       	 2,481,869      	3,654,801

Cash and Due from Banks - End of Period        	$3,280,870	     $3,628,342
				
Supplemental Disclosures of Cash Flow
  Information:

    Noncash Investing Activities:		
				
	  Increase (Decrease) in Unrealized
      Gain (Loss) on Securities Available 
      for Sale                                  $   22,372     $ (188,682)
				
	  Increase (Decrease) in Deferred Tax
      Effect on Unrealized Gain (Loss)  
      on Securities Available for Sale          $   (7,607)    $   64,151	

Cash Payments For:
  Interest Paid on Deposits                     $  564,336     $  537,248
				
  Income Tax Payments (Refunds)                 $  127,500     $  (14,719)
			

See accountant's report and accompanying notes.

6


Zachary Bancshares, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

March 31, 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 conform with generally accepted accounting 
principles and have been applied on a consistent basis.  The principles 
which significantly affect the determination 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 necessary to provide a fair 
statement of the results for  the  interim  periods presented.  It is 
noted that the results for the first three months ended March 31, 
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 
Bancshares, 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 requirements.

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 


7
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.

Securities

Securities are being accounted for in accordance with Statement of 
Financial Accounting Standards (SFAS) No. 115, "Accounting for 
Investments in Debt and Equity Securities," which requires the 
classification of securities as held to maturity, trading, or 
available for sale.    

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

Securities classified as available for sale are those debt securities 
that the Bank intends to hold for an indefinite period of time but 
not necessarily to maturity.  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, liquidity 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 recognized and  included in interest income 
using the sum-of-the-digits method, which does not differ materially 
from the interest method.



8

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 discontinued 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 un-
collected interest is reversed to income or charged to the allowance 
for loan losses.  Interest income is subsequently recognized only to 
the extent that 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 examinations by regulatory agencies; an internal
asset review process; expectations 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 esti-
mates.  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 collectibility of the principal is un-
likely.  Recoveries are credited to the allowance 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  accelerated 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.


9
Expenditures for maintenance and repairs are charged to operations as 
incurred.  Cost of major additions and improvements are capitalized.

	Other Real Estate

Other real estate is comprised of properties acquired through fore-
closure or negotiated settlement.  The carrying value of these prop-
erties is lower of cost or fair value.  Loan losses arising from the 
acquisition of these properties 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 excluded.  Also certain items of income and expenses 
are recognized in different time periods for financial statement 
purposes than for income tax purposes.  Thus provisions for deferred 
taxes are recorded in recognition of such timing differences.

Deferred taxes are provided on a liability method in accordance with 
SFAS No. 109 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 corporation and its subsidiary file a consolidated federal income 
tax return.  In addition, state income tax returns are filed individ-
ually 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 display of comprehensive income and its 


10
components which are revenues, expenses, gains, and losses that under 
GAAP are included in comprehensive income but excluded 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 March 31, 1998 and 1997.

	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 converted into common stock or resulted in the issuance 
of common stock that then shared in the earnings of the Company.  At 
March 31, 1998 the company 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 first quarter of 1998 and 1997.

	Statements of Cash Flows

For purposes  of  reporting  cash flows, cash and due from banks in-
cludes cash on hand and amounts due from banks (including cash items 
in process of clearing).



11
Zachary Bancshares, Inc. and Subsidiary

	MANAGEMENT'S DISCUSSION

	March 31, 1998

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

The following is management's discussion and analysis of the signifi-
cant changes in income and expenses in relation to the changes in fi-
nancial position for the three months ended March 31, 1998 and 1997  
This information should be read in conjunction with the financial 
statements and the 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 $46,338,808 at March 31, 1998 compared to $37,581,194 
at March 31, 1997.  This represents an increase of $8,757,614 or 24%.  
Loan growth was funded from reallocation of investment securities as 
they matured and from deposit growth.

Investment Securities

Investment securities decreased 20% to $23,501,196 at March 31, 1998 
compared to $29,322,066 at March 31, 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 was $1,691,465 at March 31, 1998 
compared to $1,448,099 at March 31, 1997.  A contract for $2,876,000 
for the construction of a new Company headquarters was signed on 
December 31, 1997 and foundation work started for the project during 
March 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 $4,537,546 or 7% to $69,571,464 at March 31, 
1998 compared to $65,033,918 at March 31, 1997.

RESULTS OF OPERATION
For the Three Month Period Ended March 31, 1998 over 1997

Net Income

Net Income was $247,185 for the three month period ended March 31, 1998 
compared to $203,834 in the same period in 1997.  This change was 
primarily due to an increase in total interest income.    

Interest Income

Interest Income for the three month period ended March 31, 1998 was 
$1,445,225 or a 12% increase over the same period in 1997.  The 
interest income increase resulted from the Company's continued asset 
reallocation from lower yielding securities to higher yielding loans.  
The Subsidiary's loan portfolio increased 24% to $46,338,808 while its 
investment portfolio decreased 20% to $23,501,196 in the time period 
under consideration.

Interest Expense

Interest Expense for the quarter ended March 31, 1998 was $564,337 or a 
7% increase over the same quarter in 1997 at $530,872.  Interest 
bearing deposits increased 4% to $54,629,775 from $52,577,401 at March 
1997.  Both volume and rate increases contributed to the net interest 
expense change.

Provision for Loan Losses

The Company included $23,785 for provision for loan losses during the 
three month period ended March 31, 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 does not 
anticipate any unusual Watch List changes and remains committed to 
providing for losses in a timely manner.

Total Other Income

Total other income for the time period under consideration increased 
$7,228 or 5%.  Service charges on Deposit Accounts decreased $6,321 or 


13
5% as the Company offered new products during the latter part of 1997 
which included reduced monthly service fees.  Other income increased 
$12,636 or 32% 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 service at the Company's facility.

Total Other Expense

Total Other Expenses increased 6% or $36,023 to $645,990 at March 31, 
1998 from $609,967 at March 31, 1997.  Employee salaries and benefits 
increased 10% for the three month period under consideration.  
Occupancy expense decreased 16% for the 1998 three 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's income is fully taxable at the maximum rate (34%) both in 
1998 and 1997 and expects to remain taxable at the current rate 
throughout 1998.















14








	PART II








Item 6.  EXHIBITS AND REPORT

	a.  The following exhibit is filed as a part of this report.

	    EXHIBIT 15 - Report of Independent Accountants


















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: MAY 6, 1998      	/s/ Harry S. Morris, Jr.
                         			Harry S. Morris, Jr.
                           			President


                    			/s/ Larry Bellard	
			                        Larry Bellard
                           		Treasurer














16



						April 30, 1998


				  Independent Accountant's Report




To the Board of Directors
  Zachary Bancshares, Inc. and Subsidiary
Zachary, Louisiana

	We have reviewed the accompanying Consolidated Balance Sheets of  
Zachary Bancshares, Inc. and Subsidiary as of March 31, 1998 and 1997, 
and the related Consolidated Statements of Income and Cash Flows for 
the three month periods then ended in accordance with Statements on 
Standards for Accounting and Review Services issued by the American 
Institute of Certified Public Accountants.

	We previously audited and expressed our unqualified opinion in our 
report dated January 10, 1998, on the Consolidated Balance Sheet of 
Zachary Bancshares, Inc. and Subsidiary as of December 31, 1997.

	A review of interim financial information consists principally of 
obtaining an understanding of the system for the preparation of interim 
financial information, applying analytical review procedures to finan-
cial data, and making inquiries of persons responsible for financial 
and accounting matters.  It is substantially less in scope than an 
examination in accordance with generally accepted auditing standards, 
the objective of which is the expression of an opinion regarding the 
financial statements taken as a whole.  Accordingly, we do not express 
such an opinion.

Based on our reviews, we are not aware of any material modifications 
that should be made to the accompanying consolidated financial state-
ments for them to be in conformity with generally accepted accounting 
principles.

			Respectfully submitted,



			/s/ HANNIS T. BOURGEOIS & CO., L.L.P.


	17
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 princi-
ples and include some amounts that are necessarily based on manage-
ment'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, objec-
tivity, 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 author-
ized and recorded in accordance with established policies and proce-
dures.  The concept of reasonable assurance 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 profes-
sional 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 indepen-
dent public accountants to review matters relating to financial report-
ing, 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 & Co., L.L.P., independent public accountants, who 
rendered an independent professional opinion on the financial state-
ments prepared by management.  The financial statements as of March 31, 
1998 have been reviewed by Hannis T. Bourgeois & Co., L.L.P. in accor-
dance with standards established by the American Institute of Certified 
Public Accountants.


                         				/s/ Larry Bellard	
                                Larry Bellard, Treasurer


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