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, 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 issurer's classes
of common stock, as of the latest practicable date.

     Common Stock, $10 par value, 193,667 shares outstanding as of September 
30, 1997.












I N D E X


Financial Statements:

				  
  Consolidated Balance Sheets - September 30, 1997,
    December 31, 1996 and September 30, 1996                       	2


  Consolidated Statements of Income - for the three and 
    nine months ended September 30, 1997 and 1996        	           3


  Consolidated Statements of Changes in Stockholders' 
    Equity - for the nine months ended September 30, 
    1997 and 1996                                                    4

  Consolidated Statements of Cash Flows -
    for the nine months ended September 30, 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












                   Zachary Bancshares, Inc. and Subsidiary
                      CONSOLIDATED BALANCE SHEETS
         September 30, 1997, December 31, 1996 and September 30, 1996
                                  ASSETS

                             			        (UNAUDITED)              (UNAUDITED)
                                 SEPTEMBER 30,    DECEMBER 31,  SEPTEMBER 30,
                                    1997             1996           1996    
Cash and Due from Banks         $ 3,756,635      $ 3,654,801   	$ 2,659,566
Interest Bearing Deposits in
Other Institutions                   93,716          111,469	       109,998
Reserve Funds Sold                1,950,000	         850,000      1,000,000
Securities Available for Sale
(Amortized Cost $26,078,695,
$32,554,647 and $32,656,590)     26,150,163       32,528,819      32,407,357
Loans	                           42,414,396       37,260,053	     36,129,291
Less:  Allowance for Loan Losses   (784,060)	       (820,227)       (821,673)
			                              41,630,336 	     36,439,826	     35,307,618
Bank Premises and Equipment       1,525,351        1,339,439       1,275,971
Other Real Estate                   241,595          408,181	        408,181
Accrued Interest Receivable         517,274	         612,568	        549,432
Other Assets                         82,419           82,324	        252,147
Total Assets                    $75,947,489	     $76,027,427    	$73,970,270
			LIABILITIES
Deposits:
Noninterest Bearing             $13,535,456     	$12,327,349      $12,114,141
Interest Bearing                 53,666,229       55,841,920       53,874,633
			                              67,201,685       68,169,269	      65,988,774
Accrued Interest Payable            183,745	         185,288          176,507
Other Liabilities                   338,990           60,994	         367,006
Total Liabilities                67,724,420       68,415,551       66,532,287
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                 4,982,560        4,435,582	       4,409,137
Unrealized Gain (Loss) on Secur-
ities Available for Sale, Net        47,169	         (17,046)        (164,494)
Treasury Stock (22,333 Shares 	
at Cost)                           (446,660)        (446,660)	       (446,660)
Total Stockholders' Equity        8,223,069        7,611,876        7,437,983
			
Total Liabilities and
Stockholders' Equity            $75,947,489      $76,027,427	     $73,970,270

See accountant's report and accompanying notes.
2

                  	Zachary Bancshares, Inc. and Subsidiary
                       CONSOLIDATED STATEMENTS OF INCOME
                      for the three and nine months ended 
                         September 30, 1997 and 1996

                                 (UNAUDITED)            (UNAUDITED)  		       
                               THREE MONTHS ENDED    NINE MONTHS ENDED
                                SEPTEMBER 30,                SEPTEMBER 30, 
                              1997          1996          1997         1996   
Interest Income:
Interest and Fees on 
Loans                   $  958,249      $  759,907	    $2,612,869  $2,113,922
Interest on Securities	    427,272         534,075      1,356,009   1,521,876
Other Interest Income       24,917          13,137         83,145     114,056
Total Interest Income    1,410,438       1,307,119      4,052,023   3,749,854
Interest Expense on
Deposits                	  534,827         544,562      1,598,857   1,558,404
Net Interest Income        875,611         762,557      2,453,166	  2,191,450
Provision for (Recovery of) 
Loan Losses                  8,245             0	          23,459         0    
Net Interest Income
After Provision for 
(Recovery of) 
Loan Losses                 867,366        762,557	     2,429,707   2,191,450
Other Income:
Service Charges on Deposit 
Accounts                    125,309        120,109        381,668     372,285
Gain (Loss) on Securities     	 -              (64)	       (5,391)        (64)
Other Operating Income       55,851         21,293	       117,278      57,659 
Total Other Income 	        181,160        141,338	       493,555     429,880   
Income before Other 
Expenses	                 1,048,526        903,895	     2,923,262  	2,621,330

Other Expenses:
Salaries and Employee 
Benefits   	                376,543        337,900	     1,062,930 	 1,007,486
Occupancy Expense   	        52,360          4,796        152,793     139,538
Net Other Real Estate 
Expense	                    (11,684)         2,863	       (10,484)    (10,122)
Other Operating Expenses 	  236,895        249,949        677,833     564,379
Total Other Expenses      	 654,114        595,508	     1,883,072	  1,701,281

Income before Income Taxes  394,412        308,387	     1,040,190     920,049
Applicable Income Taxes  	  124,500        104,100	       338,278     301,469
Net Income              	$  269,912     $  204,287     $  701,912	 $  618,580

Per Share:
Net Income               $     1.39     $     1.05	    $     3.62   $    3.19
Cash Dividends           $        -     $        -     $      .80   $     .75

See accountant's report and accompanying notes.
3



               Zachary Bancshares, Inc. and Subsidiary

        CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

         for the nine months ended September 30, 1997 and 1996

                                             			     (UNAUDITED)  
                     		                              SEPTEMBER 30,     
                                               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	                                    701,912           	618,580
Cash Dividends                              	 (154,934)        	 (145,250)

Balance - End of Period                    	$4,982,560	         $4,409,137
				
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            	   64,215            (202,754)

Balance - End of Period                    	$   47,169         	$ (164,494)
				
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 nine months ended September 30, 1997 and 1996

                                     						       (UNAUDITED)  
                                                  SEPTEMBER 30,      
			                                              1997          1996    
Cash Flows From Operating Activities:
Net Income                              	 $    701,912 	$    618,580
  Adjustments to Reconcile Net Income to
Net Cash Provided by Operating
    Activities:
Provision for (Recovery of) Loan Losses	        23,459	         -     
Provision for Depreciation and Amortization    128,220       	74,143
Stock Dividends on Federal Home Loan
Bank Stock	                                    (32,300)      	(9,800)
Net (Accretion) Amortization of
Securities (Discounts) Premiums 	              (14,803)      	22,901
(Gain) Loss on Sale of Securities       	        5,391       	    64
Gain on Sale of Other Real Estate  	           (11,684)     	(12,971)
(Increase) Decrease in Accrued 
Interest Receivable                             95,294       	35,115
(Increase) Decrease in Other  Assets               (95)     	(43,877)
Increase (Decrease) in Accrued 
Interest Payable                    	           (1,543)      	 6,229
Increase (Decrease) in Other  Liabilities 	     244,915	     190,781
Net Cash Provided by Operating
Activities                 	                  1,138,766	     881,165

Cash Flows From Investing Activities:
(Increase) Decrease in Interest Bearing
Deposits in Other Institutions            	      17,753	      (9,896)
Net (Increase) Decrease in Reserve
Funds Sold                                   (1,100,000)	  1,700,000
Purchases of Securities Available for Sale	  (7,033,099)	(11,348,331)
Maturities or Calls of Securities Available
for Sale                       	              4,000,000   	6,000,000
Principal Paydowns on Mortgage-Backed
Securities                              	       605,612	     670,883
Proceeds from Sales of Securities             8,945,151   	2,024,375
Net (Increase) Decrease in Loans             (5,213,969) 	(5,720,171)
Purchases of Premises and Equipment            (314,132)   	(414,562)
Proceeds from Sales of Other
Real Estate                                	    178,270	      76,164
Net Cash Provided by (Used in) 
Investing Activities 	                           85,586	  (7,021,538)


(CONTINUED)

5

                                                   (UNAUDITED)  
                                                   SEPTEMBER 30,      
                                                 1997         1996       

Cash Flows From Financing Activities:
Increase in FHLB Borrowings	                       -        	   -     
Net Increase (Decrease) in Demand
Deposits, NOW Accounts and
Savings Accounts	                               38,091	     5,108,134
Net Increase (Decrease) in Certificates
of Deposit	                                 (1,005,675)    	1,524,115
Cash Dividends               	                (154,934)  	   (145,250)
	  
Net Cash Provided by (Used in)
Financing Activities                        (1,122,518)   	 6,486,999
				
Increase (Decrease) in Cash and Due
from Banks	                                    101,834        346,626
Cash and Due from Banks - Beginning of 
Period                                       3,654,801      2,312,940

Cash and Due from Banks - End of Period	  $  3,756,635  	$  2,659,566
				

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                                 	$     97,296  	$   (307,202)
				
Increase (Decrease) in Deferred Tax
Effect on Unrealized Gain on 
Securities Available for Sale             $    (33,081)  $   104,448

Cash Payments For:
Interest Paid on Deposits                	$    536,370   $  1,552,175
			
Income Tax Payments	                      $    333,000   $    284,000		
See accountant's report and accompanying notes.
	
6


                  Zachary Bancshares, Inc. and Subsidiary

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (UNAUDITED)

                        September 30, 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 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 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 nine months 
ended September 30, 1997 are no indication of the expected results for the 
annual period which ends December 31, 1997.  Additional information con
cerning 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, 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 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 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 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 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 
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 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 portfolio.  Factors considered	in the establishment of the allowance for
loan losses include man-agement's evaluation of specific loans; the level and
composition of classified loans; historical loss experience; results of exam
inations by regulatory agencies; an internal asset review process; expecta
tions of future economic conditions and their impact on particular borrowers;
and other judgmental 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 collect
ibility of the principal is unlikely.  Recoveries are credited to the 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 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 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 finan
cial statements after interest income from state and municipal securities is 
excluded.  Also certain items of income and expenses are recognized in differ
ent 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 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 valua
tion 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.  
9



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

                        September 30, 1997

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
		CONDITION AND RESULTS OF OPERTIONS

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 ened September 30, 1997 and 1996.  This informa
tion 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.

FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1997 OVER 1996

Net income for the nine month period ended September 30, 1997 increased 13% 
or $83,332 as compared to the respective period in 1996.  Net income at Sept
ember 30, 1997 was $701,912 compared to $618,580 at September 30, 1996.  The 
Company's increased net income resulted from higher net interest income, due 
to increased loan volume over the prior period.

INTEREST INCOME

Interest income for the nine month period ended September 30, 1997 was 
$4,052,023, an increase of $302,169 over the same period in 1996.

Net loans for the nine month period ended September 30, 1997 as compared to 
the respective period in 1996, increased $6,322,718 to $41,630,336.  Loan 
income increased $498,947 or 24% to $2,612,869 for the nine months ended 
September 30, 1997 from $2,113,922 for the nine months ended September 30, 
1996.  Increased loan volume resulted in the 1997 loan income increase.

Securities and other interest bearing assets (excluding loans) as of Septem
ber 30, 1997 decreased $5,323,476 compared to the similar time period in 1996.
Securities and other interest bearing accounts interest income in the first 
nine months of 1997 decreased $196,778.  The income decrease is a result of 
decreased volume in securities.

INTEREST EXPENSE	
				
Interest Bearing Liabilities decreased by $208,404 or .4% from September 30, 
1996 to September 30, 1997.  Interest expense in the similar time period 
increased $40,453 or 3%.  The Subsidiary's deposit liabilities are short-term;
therefore, reflective of current market rates.


11

PROVISION FOR LOSSES

In the first nine months of 1997, the Company had loan loss provision of 
$23,459 compared to no loan loss provision in the similar time period of 1996.
The substantial increase in loan volume influenced the Company's decision to 
make a 1997 provision.  Management's Watch List (assets identified as weak or
potentially deteriorating indicates the current Allowance for Loan Losses is 
adequate to absorb potential losses.

OTHER INCOME

Total Other Income for the time period under consideration increased $63,675 
or 15%.  Service Charges on Deposit Accounts remained constant while the fee 
income received from the sale of traditional non banking products (mutual 
funds, annuities, equities etc.) accounted for the majority of the Other 
Operating Income increase.

OTHER EXPENSES

Total Other Expenses increased $181,791 or 11% totaling $1,883,072 in 1997.  
Components of 1997 Other Expenses and the percentage change in the specific 
categories are:  employee benefits (insurance, salaries and retirement) up 6%
and general operating expenses (postage, telephone, data processing, printing,
supplies, etc) up 20% and occupancy expense up 9%.  The increase in General 
Operating Expenses is a result of the Company installing a new data processing
system in February, 1997 which created increased depreciation expense and non-
recurring conversion expenses.

APPLICABLE INCOME TAXES

The Company is fully taxable in both 1997 and 1996.  Amounts expensed in the 
referenced time periods are $338,278 and $301,469 respectively.  The Company 
expects to be fully taxable in the future.

EARNINGS PER SHARE

The Company's earnings per share at September 30, 1997 was $3.62 an increase 
of  13% or $.43 per share over the previous year.

DIVIDENDS

The Company's cash dividend for the quarter ended September 30, 1997 was $.80 
per share compared to $.75 per share at September 30, 1996, an increase of 
 .067%  











12








PART II



Item 6. 	EXHIBITS AND REPORTS

			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:  November 6, 1997					/s/Harry S. Morris, Jr.
											    Harry S. Morris, Jr.
												President


											/s/Winston E. Canning
											    Winston E. Canning
												Secretary
 




















14







October 27, 1997

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 September 30, 1997 and 1996, and the 
related Consolidated Statements of Income and Cash Flows for the nine month 
periods then ended all in accordance with standards  established by the  
American  Institute of Certified Public Accountants.

We previously audited and expressed our unqualified opinion in our report 
dated January 14, 1997, on the Consolidated Balance Sheet of Zachary Banc
shares, Inc. and Subsidiary as of December 31, 1996.

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 financial 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 take

Based on our reviews, we are not aware of any material modifications that 
should be made to the accompanying consolidated financial statements 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 principles and include some amounts that 
are necessarily based on management's informed estimates and judgements, with
consideration given to materiality.  All financial information contained in 
this quarterly report is consistent with that in 

		Management fulfills its responsibility for the integrity, objectivity, con
sistency and fair presentation of the financial statements and financial 
information through an accounting system and related internal accounting con
trols that are designed to provide reasonable assurance that assets are safe
guarded and that transactions are authorized and recorded in accordance with 
established policies and procedures.  The concept of reasonable assurance is 
based on the recognition that the cost of a system of internal accounting con
trols, Zachary Bancshares, Inc. has a professional staff who monitors com
pliance with and assesses the effectiveness of the system of internal account
ing controls and coordiantes 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 statement 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 statements prepared by 
management.  The financial statements as of September 30, 1997 have been 
reviewed by Hannis T. Bourgeois & Co., L.L.P. in accordance with standards 
established by the American Institute of Certified Public Accountants.

                         						      	/s/Winston E. Canning
							                                  Winston E. Canning
								                                     Secretary













16