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, 1997   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, 
1997.

	









I N D E X




Financial Statements:


  Consolidated Balance Sheets -	
    March 31, 1997, December 31, 1996 and March 31, 1996			 2

  Consolidated Statements of Income -
    for the three months ended March 31, 1997 and 1996			 3

  Consolidated Statements of Changes in Stockholders' Equity -
    for the three months ended March 31, 1997 and 1996			 4

  Consolidated Statements of Cash Flows -
    for the three months ended March 31, 1997 and 1996			5-6	

  Notes to Consolidated Financial Statements				7-10

  Management's Discussion and Analysis of Financial
    Condition and Results of Operations				    	11-12	 

  Part II - Other Information                               				  13

  Signatures                                               					  14    

  Report of Independent Accountant                          			   	  15

  Management's Responsibility for Financial Reporting        		 	  16
















1



	
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEETS
March 31, 1997, December 31, 1996 and March 31, 1996
ASSETS
          		                  	  (UNAUDITED)              (UNAUDITED)      
                                 MARCH 31,    DECEMBER 31,  MARCH 31,    
             			             			__1997__      __1996__       __1996__
Cash and Due from Banks			    	$ 3,628,342  	$ 3,654,801	  $ 2,839,834
Interest Bearing Deposits in
	Other Institutions			             91,063	       111,469	    1,105,255
Reserve Funds Sold	               800,000	       850,000	    5,800,000
Securities Available for Sale
	(Amortized Cost $29,536,576, 
	$32,554,647 and $31,333,679) 	29,322,066	    32,528,819	   31,227,248
Loans		                        37,581,194  	  37,260,053    31,577,859
  Less:  Allowance for 
         Loan Losses             (825,339)      (820,227)     (822,481)
				                           36,755,855	    36,439,826  	 30,755,378

Bank Premises and Equipment     1,448,099      1,339,439	      921,562
Other Real Estate	                408,181	       408,181	      454,374
Accrued Interest Receivable	      545,480	       612,568	      542,250
Other Assets                       68,566         82,324       124,736
         Total Assets	        $73,067,652    $76,027,427   $73,770,637

LIABILITIES
Deposits:
  Noninterest Bearing	      $12,456,517      $12,327,349   	$12,451,227
  Interest Bearing	          52,577,401    	  55,841,920  	  53,557,318
				        	                65,033,918	      68,169,269  	  66,008,545
Accrued Interest Payable	       178,912	         185,288        171,778
Other Liabilities               163,643           60,994        328,201
      Total Liabilities	     65,376,473       68,415,551  	  66,508,524

STOCKHOLDERS' EQUITY

Common Stock - $10 Par Value; 
  Authorized 2,000,000 Shares; 
  Issued 216,000 Shares, Respec-
	tively       		              2,160,000	       2,160,000  	   2,160,000
Surplus	                      1,480,000	       1,480,000  	   1,480,000
Retained Earnings        	    4,639,416	       4,435,582  	   4,142,317
Unrealized Gain (Loss) on Secur-
  ities Available for Sale, Ne (141,577)         (17,046)	      (73,544)
Treasury Stock (22,333 Shares
  at Cost)                 	   (446,660)        (446,660)      (446,660)
      Total Stockholders' 
       Equity		               7,691,179	       7,611,876	     7,262,113
				
      Total Liabilities and
	      Stockholders' Equity $73,067,652	     $76,027,427	   $73,770,637
				
See accountant's report and accompanying notes. 
                2


				
Zachary Bancshares, Inc. and Subsidiary
 CONSOLIDATED STATEMENTS OF INCOME
for the three months ended 
March 31, 1997 and 1996
                                                   (UNAUDITED)
                             								           THREE MONTHS ENDED  
				                                                MARCH 31
                                                  1997      1996
Interest Income:
  Interest and Fees on Loans	   	         			$  798,961	 $  656,087
  Interest on Securities	          					        473,627	    461,944
  Other Interest Income	                         24,549      61,844
      Total Interest Income	         				   	 1,297,137	  1,179,875
Interest Expense on Deposits	                   530,872	    475,357
      Net Interest Income	         		           766,265	    704,518
Provision for (Recovery of) Loan Losses           7,479         -
      Net Interest Income After Provision for 
	  (Recovery of) Loan Losses	         		   	    758,786	     704,518
Other Income:
  Service Charges on Deposit Accounts	     	    124,487	     121,855
  Gain (Loss) on Securities	       				         (913)	         -    
  Other Operating Income    		                   27,494       21,323
       Total Other Income	       	              151,068      143,178
       Income before Other Expenses             909,854      847,696

Other Expenses:
  Salaries and Employee Benefits	               332,266	     326,748
  Occupancy Expense                              49,358       43,758
  Net Other Real Estate Expense	          		      1,200	     (11,018)
  Other Operating Expenses		                    227,143	     186,770
      Total Other Expenses	        	        	   609,967      546,258
						         	         
      Income before Income Taxes		              299,887	     301,438
Applicable Income Taxes           		             96,053       94,928
      Net Income							                      $  203,834	  $  206,510
				
Per Share:
  Net Income               			               $     1.05   $     1.07
						

See accountant's report and accompanying notes.

3










Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
for the three months ended March 31, 1997 and 1996



                   		                                  (UNAUDITED)  
       		                                    	          MARCH 31,
                                                1997               1996

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	         	$4,435,582 	$3,935,807
  	Net Income                     	 				     203,834     206,510

  Balance - End of Period	            				$4,639,416 	$4,142,317
				
Net Unrealized Gain (Loss) on Securities
  Available for Sale:
  Balance - Beginning of Period		       		$  (17,046)	 $  38,260
	  Net Change in Unrealized Gain (Loss)	
       on Securities Available for Sale     (124,531)	  (111,804)

  Balance - End of Period	            				$ (141,577)  $ (73,544)
				


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, 1997 and 1996
        			                      	                 (UNAUDITED)  
                       								                     MARCH 31,
                                         							1997             1996
Cash Flows From Operating Activities:
  Net Income							                         $   203,834     $   206,510
  Adjustments to Reconcile Net Income to	
    Net Cash Provided by Operating
    Activities:
      Provision for (Recovery of) Loan 
        Losses	                         							   7,479	 	         -     
      Provision for Depreciation and
        Amortization	     						                  34,097        	23,675
	Stock Dividends on Federal Home Loan
	  Bank Stock	   					                            (3,300)	       (3,400)	
        Net (Accretion) Amortization of
        Securities (Discounts) Premiums           (8,035)       	15,681
      (Gain) Loss on Sale of Securities	     				    913		         -   
      Gain on Sale of Other Real Estate					         -          (12,971)	
	(Increase) Decrease in Accrued 
	  Interest Receivable						                      67,088  	      42,297
      (Increase) Decrease in Other  Assets	 				  86,691         36,685
      Increase (Decrease) in Accrued 
	  Interest Payable	  						                      (6,376) 	    	  1,500
      Increase (Decrease) in Other
        Liabilities	 							                      93,867        151,976
          Net Cash Provided by Operating
            Activities	       							            476,258        461,953

Cash Flows From Investing Activities:
	(Increase) Decrease in Interest Bearing
		Deposits in Other Institutions	           			   20,406     (1,005,153)
  Net (Increase) Decrease in Reserve
    Funds Sold	      							                      50,000     (3,100,000)
	Purchase of Federal Home Loan Bank Stock	(21,900)	-     
  Purchases of Securities Available for Sale  (2,030,544)    (1,487,109)
	Principal Paydowns on Mortgage-Backed
		Securities						                                98,698        152,828
  Proceeds from Sales of Securities	   				    4,982,239      	    -     
  Net (Increase) Decrease in Loans   	      			 (323,508)    (1,167,931)
  Purchases of Premises and        
		Equipment	     				                           (142,757)      	 (9,685)
  Proceeds from Sales of Other
    Real Estate                                    -             29,971
          Net Cash Provided by (Used in)  
	    Investing Activities	               	     2,632,634     (6,587,079)
(CONTINUED)
                          5                    

                                   							       (UNAUDITED)  
                                                  MARCH 31,
                   	                    				    1997            1996
Cash Flows From Financing Activities:
	Net Increase (Decrease) in Demand
    Deposits, NOW Accounts and
    Savings Accounts          				          (3,155,438)     	7,492,123
  Net Increase (Decrease) in Certificate
          of Deposit	   						                  20,087     	  (840,103)
	  
          Net Cash Provided by Financing
            Activities       				           (3,135,351)    	 6,652,020
				
Increase (Decrease) in Cash and Due 
	from Banks		                			               (26,459)   	    526,894

Cash and Due from Banks - Beginning of 
  Period                							              3,654,801     	 2,312,940

Cash and Due from Banks - End of Period    $ 3,628,342     $ 2,839,834
				
Supplemental Disclosures of Cash Flow
  Information:
    Noncash Investing Activities:
      Other Real Estate Acquired in	
        Settlement of Loans                $     -         $    19,604
				
	  Increase (Decrease) in Unrealized
        Gain (Loss) on Securities Available 
        for Sale          						          $  (188,682)     $  (169,400)
				
	  Increase (Decrease) in Deferred Tax
        Effect on Unrealized Gain (Loss)  
        on Securities Available for Sale  $      64,151   	$    57,596	
			
Cash Payments For:
  Interest Paid on Deposits					          $    537,248     $   473,857
				
  Income Tax Payments (Refunds)           $    (14,719)    $      -     	
			
See accountant's report and accompanying notes.

6











Zachary Bancshares, Inc. and Subsidiary

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

March 31, 1997 and 1996

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 con-
sistent 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 adjust-
ments 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, 1997 are no indication of the expected results for the annual
period which ends December 31, 1997.  Additional  information concerning  the 
audited financial statements and notes can be obtained from Zachary Banc-
shares, Inc.s annual report and  Form 10-KSB filed  for the period ended 
December 31, 1996.

	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 finan-
cial 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 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.

7




	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 Banks assets and lia-
bilities, 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 stock-
holders 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 discon-
tinued when, in managements 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 
charged to the allowance for loan losses.  Interest income is subsequently 
recognized 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 port-
folio.  Factors considered inthe 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 re-
gulatory agencies; an internal asset review process; expectations of future 
economic conditions and their impact on particular borrowers; and other judg-
mental factors.

8


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 collectibility of the 
principal is unlikely.  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  accele-
rated methods for income tax purposes.

The cost of  assets retired or otherwise disposed of and  the related accumu-
lated 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 incurred.
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 dif-
ferent 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 
9
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 individually by the Company in 
accordance with state statutes.

	Earnings per Common Share

The computation of earnings per share and  other per share amounts of common 
stock is based on the weighted average number of shares of common stock out-
standing during each year, which is 193,667 for all periods presented.

	Statements of Cash Flows

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





























10

	Zachary Bancshares, Inc. and Subsidiary


	MANAGEMENT'S DISCUSSION


	March 31, 1997




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, 1997 and 1996  
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.


FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1997 OVER 1996

NET INCOME

Net Income was $203,834 for the three month period ended March 31, 1997 
compared to $206,510 in the same period in 1996. The change is largely 
attributable one time expenses incurred with a data processing system 
installed in February, 1997.

INTEREST INCOME

Interest Income for the three month period ended March 31, 1997 is 
$1,297,137, a 10% increase over the same period in 1996.  The interest 
income increase resulted from the Corporation's asset mix reallocation 
from lower yielding securities to higher yielding loans.  The subsidia-
ry's loan portfolio increased 19% and the investment portfolio 
decreased 6.1% in the time period under consideration.

INTEREST EXPENSE

Interest Expense for the quarter ended March 31, 1997 was $530,872, a 
11% increase over the same quarter in 1996.  Interest bearing deposits 
decreased 2% from March 1996. However, the 1997 average balance in 
interest bearing deposits was approximately $1,500,000. higher than the 
quarter end amount. Both volume and rates contributed to the net 
interest expense change.


11

PROVISION FOR LOSSES

The Corporation did not make a first quarter provision for loss in 
1996.  The Corporation has expensed $7,499 provision for loan losses 
thus far in 1997, due to increase loan volume.  The Corporation's Watch 
List volumes were stable in the last half of 1996 and to date in 1997. 
Management does not anticipate any unusual Watch List changes.  
Management remains committed to providing for losses in a timely 
manner.

TOTAL OTHER INCOME

Total Other Income for the time period under consideration increased 
$7,890 or 5.5%.  In 1997, the Corporation waived approximately $12,000 
in service charge connected with the afore mention data processing 
installation.

TOTAL OTHER EXPENSES

Other Expenses at March 1997, increased 11% or $60,709 to $609,967 from 
$546,258 at March 1996.   Employee benefits were virtually unchanged in 
the time periods under consideration.  Occupancy expense increase 12%, 
the majority this increase is related data processing equipment 
installed late in the first quarter of 1997.  The Corporation incurred 
approximately $15,000 in one time expenses (printing, training, etc.) 
attributable to the data processing conversion.

INCOME TAXES

The Corporation is fully taxable at the maximum rate (34%) in both 1997 
and 1996 and expects to remain taxable at the current rate throughout 
1997.


















12










	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





























13










	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


			                        
			Mark Thompson
			Treasurer




















14
						
						April 30, 1996

				  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, 1996 and 1995, 
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 12, 1996, on the Consolidated Balance Sheet of 
Zachary Bancshares, Inc. and Subsidiary as of December 31, 1995.

	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.








	15




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, 1996 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, 
1996 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.

				_______________________________
                                Mark Thompson, Treasurer and
                                Chief Financial Officer

	16