UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                     FOR QUARTER ENDED MARCH 31, 1997


                      Commission file number 2-90033


                       ASSUMPTION BANCSHARES, INC.
           (Exact name of registrant specified in its charter)


                                Louisiana
      (State or other jurisdiction of incorporation or organization)


                                72-0121470
                   (I.R.S. Employer Identification No.)


                               P.O. Box 398
                           110 Franklin Street
                         Napoleonville, Louisiana
                 (Address of principal executive office)

                                  70390
                                (Zip code)

                              (504) 369-7269
           (Registrant's telephone number, including area code)


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


            Number of shares outstanding as of March 31, 1997:

                          160,000 Common Shares




                   Independent Auditors' Review Report


The Board of Directors
Assumption Bancshares, Inc.:


We  have  reviewed  the  accompanying  condensed  consolidated  statement  of
condition of Assumption Bancshares, Inc. and subsidiary as of March 31, 1997,
and the related condensed  consolidated  statements  of  income,  changes  in
stockholders'  equity  and  cash  flows  for  the  three-month  periods ended
March 31,  1997 and 1996.  These condensed consolidated financial  statements
are the responsibility of the Company's management.

We conducted  our  review  in  accordance  with  standards established by the
American  Institute of Certified Public Accountants.   A  review  of  interim
financial information  consists principally of applying analytical procedures
to financial data and making  inquiries  of persons responsible for financial
and accounting matters.  It is substantially  less  in  scope  than  an audit
conducted  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  review,  we  are  not  aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above  for  them  to  be  in conformity with  generally  accepted  accounting
principles.

We have previously audited,  in  accordance  with generally accepted auditing
standards, the consolidated statement of condition  of Assumption Bancshares,
Inc.  and  subsidiary as of December 31, 1996, and the  related  consolidated
statements of  operations,  stockholders'  equity and cash flows for the year
then ended (not presented herein); and in our  report dated January 11, 1997,
we   expressed  an  unqualified  opinion  on  those  consolidated   financial
statements.   In  our  opinion, the information set forth in the accompanying
condensed consolidated statement  of  condition  as  of December 31, 1996, is
fairly  stated,  in  all material respects, in relation to  the  consolidated
statement of condition from which it has been derived.



KPMG PEAT MARWICK LLP

New Orleans, Louisiana
May 1, 1997

                         ASSUMPTION BANCSHARES, INC.

                Condensed Consolidated Statements of Condition

                     March 31, 1997 and December 31, 1996

<TABLE>
<CAPTION>
                                                       March 31,     December 31,
                     Assets                              1997            1996
                     ------                              ----            ---- 
                                                     (Unaudited)
<S>                                                   <C>             <C>
Cash and due from banks                               $   6,808,142       4,266,633
Federal funds sold                                       10,555,000      10,400,000
                                                      -------------   -------------
            Cash and cash equivalents                    17,363,142      14,666,633

Interest-bearing time deposits                               99,000          99,000
Securities:
   Held-to-maturity (market value of $13,620,000
     and $13,988,000 at March 31, 1997 and
     December 31, 1996, respectively)                    13,491,244      13,754,817
   Available-for-sale (amortized cost of $19,777,000
     and $20,356,000 at March 31, 1997 and
     December 31, 1996, respectively)                    19,621,227      20,339,424

Loans                                                    59,475,573      60,830,935
   Less allowance for loan losses                         1,197,607       1,190,245
                                                      -------------   -------------

            Net loans                                    58,277,966      59,640,690
                                                                          
Other real estate                                            30,194          30,194
Bank premises and equipment, net                          2,035,637       2,092,022
Accrued interest receivable                                 763,850         850,752
Other assets                                                385,617         328,650
                                                      -------------   -------------

                                                      $ 112,067,877     111,802,182
                                                      =============   =============

      Liabilities and Stockholders' Equity
      ------------------------------------

Deposits:
   Noninterest-bearing demand                            15,352,359      14,294,965
   NOW accounts                                          19,262,991      19,740,118
   Money market accounts                                  9,758,136      10,583,829
   Savings and IRA accounts                              21,370,604      21,573,867
   Certificates and other time deposits, $100,000
     and over                                             4,693,021       4,327,416
   Other certificates of deposit                         30,808,596      30,857,553
                                                      -------------   -------------
                                                        101,245,707     101,377,748

Accrued interest payable                                    367,341         368,598
Other liabilities and accrued expenses                      377,651         220,702
                                                      -------------   -------------

         Total liabilities                              101,990,699     101,967,048

Stockholders' equity:
   Common stock                                             800,000         800,000
   Paid-in capital                                          450,000         450,000
   Retained earnings                                      8,929,408       8,595,789
   Net unrealized loss on securities                      (102,230)        (10,655)
                                                      -------------   -------------

         Total stockholders' equity                      10,077,178       9,835,134
                                                      -------------   -------------
                                                      $ 112,067,877     111,802,182
                                                      =============   =============

</TABLE>
See accompanying notes to condensed consolidated financial statements.



                         ASSUMPTION BANCSHARES, INC.

                 Condensed Consolidated Statements of Income
                                 (Unaudited)

                  Three months ended March 31, 1997 and 1996


                                                         1997         1996
                                                         ----         ----
Interest income:
   Interest and fees on loans                        $ 1,359,199    1,314,358
   Interest on securities:
     Taxable                                             326,316      392,228
     Exempt from federal income taxes                    182,160      184,101
   Interest on federal funds sold                        140,083       89,185
   Interest on deposits with banks                         1,465        1,481
                                                     -----------   ----------
           Total interest income                       2,009,223    1,981,353

Interest expense on deposits                             804,376      809,569
                                                     -----------   ----------

           Net interest income                         1,204,847    1,171,784

Provision for loan losses                                  9,000        9,000
                                                     -----------   ----------

           Net interest income after provision
             for loan losses                           1,195,847    1,162,784

Other income                                             137,941      146,031
Other expenses                                         (884,169)    (884,378)
                                                     -----------   ----------

           Income before income taxes                    449,619      424,437

Income tax expense                                       116,000       83,400
                                                     -----------   ----------

           Net income                                $   333,619      341,037
                                                     ===========   ==========
Per share data:

   Net income                                        $      2.09         2.13
                                                     ===========   ==========

   Number of shares used in computation                  160,000      160,000
                                                     ===========   ==========


See accompanying notes to condensed consolidated financial statements.



                         ASSUMPTION BANCSHARES, INC.

     Condensed Consolidated Statements of Changes in Stockholders' Equity
                                 (Unaudited)

                  Three months ended March 31, 1997 and 1996


<TABLE>                                                                         
<CAPTION>                                                                         Net
                                                                      unrealized      Total
                                    Common     Paid-in    Retained    gain (loss)  stockholders'
                                    stock      capital    earnings   on securities    equity
                                    -----      -------    --------   -------------    ------
<S>                               <C>          <C>        <C>          <C>          <C>
Balances at December 31, 1995     $ 800,000    450,000    7,878,785      37,114     9,165,899

Net income for three months 
   ended March 31, 1996                 -          -        341,037         -         341,037

Change in net unrealized 
   gain (loss) on securities            -          -            -      (174,351)     (174,351)
                                  ---------    -------    ---------    --------     ---------

Balances at March 31, 1996        $ 800,000    450,000    8,219,822    (137,237)    9,332,585
                                  =========    =======    =========    ========     =========

Balances at December 31, 1996       800,000    450,000    8,595,789     (10,655)    9,835,134

Net income for three months 
   ended March 31, 1997                 -          -        333,619         -         333,619

Change in net unrealized loss 
   on securities                        -          -            -       (91,575)      (91,575)
                                  ---------    -------    ---------    --------     ---------

Balances at March 31, 1997        $ 800,000    450,000    8,929,408    (102,230)   10,077,178
                                  =========    =======    =========    ========     =========

</TABLE>

See accompanying notes to condensed consolidated financial statements.



                         ASSUMPTION BANCSHARES, INC.

               Condensed Consolidated Statements of Cash Flows
                                 (Unaudited)

                  Three months ended March 31, 1997 and 1996

                                                         1997         1996
                                                    
Cash flows from operating activities:
   Net income                                       $   333,619      341,037
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation                                      56,385       55,350
       Provision for loan losses                          9,000        9,000
       Net gain on sale of securities                       -        (7,760)
       Decrease in accrued interest receivable           86,902       13,546
       Increase (decrease) in accrued interest 
         payable                                         (1,257)      43,270
       Increase in other assets and other 
         liabilities                                    147,157      207,930
                                                    -----------   ----------

           Net cash provided by operating
             activities                                 631,806      662,373
                                                    -----------   ----------

Cash flows from investing activities:
   Proceeds from sales of securities available-
     for-sale                                               -      1,749,568
   Maturities of and principal payments
     on securities held-to-maturity                     263,573      151,688
   Purchases of securities available-for-sale               -     (2,780,211)
   Maturities of and principal payments
     on securities available-for-sale                   579,447      916,751
   Loans originated, net of principal
     collections                                      1,352,141   (1,678,985)
   Proceeds from sales of other real estate               1,583        8,672
   Capital expenditures                                     -        (14,315)
                                                    -----------   ----------

           Net cash provided by (used in)
             investing activities                     2,196,744   (1,646,832)
                                                    -----------   ----------

Cash flows from financing activities:
   Net decrease in demand deposits, NOW accounts,
     money market accounts and savings accounts        (448,689)  (2,143,547)
   Net increase in certificates of deposit and
     other time deposits of $100,000 and over           316,648      689,278
                                                    -----------   ----------
           Net cash used in financing activities       (132,041)  (1,454,269)
                                                    -----------   ----------
           Net increase (decrease) in cash and 
             cash equivalents                         2,696,509   (2,438,728)

Cash and cash equivalents at beginning of 
   period                                            14,666,633   12,243,399
                                                    -----------   ----------

Cash and cash equivalents at end of period          $17,363,142    9,804,671
                                                    ===========   ==========
Supplemental disclosures -
   interest paid                                    $   805,633      766,299
                                                    ===========   ==========

See accompanying notes to condensed consolidated financial statements.



                       ASSUMPTION BANCSHARES, INC.

           Notes to Condensed Consolidated Financial Statements

                Three months ended March 31, 1997 and 1996


The condensed consolidated financial statements reflect all adjustments which
are,  in  the  opinion  of  management,  necessary for a fair presentation of
financial  position  and  results  of  operations  for  the  interim  periods
presented.  All adjustments are of a normal recurring nature.

Cash and Cash Equivalents

For purposes of the condensed consolidated statements of cash flows, cash and
cash equivalents represent cash and due from banks and federal funds sold.

Securities

The  Bank classifies its securities in one  of  three  categories:   trading,
available-for-sale,  or  held-to-maturity.  Trading securities are bought and
held principally for the purpose  of  selling them in the near future.  Held-
to-maturity securities are those securities in which the Bank has the ability
and intent to hold the security until maturity.   All  other  securities  not
included in trading or held-to-maturity are classified as available-for-sale.

Trading  and available-for-sale securities are recorded at fair value.  Held-
to-maturity  securities  are  recorded  at  amortized  cost, adjusted for the
amortization or accretion of premiums or discounts.  Unrealized holding gains
and  losses  on  trading  securities  are  included in earnings.   Unrealized
holding gains and losses, net of the related  tax  effect,  on the available-
for-sale securities are excluded from earnings and are reported as a separate
component  of stockholders' equity until realized.  Transfers  of  securities
between categories  are  recorded  at  fair  value  at  the date of transfer.
Unrealized holding gains and losses are recognized in earnings  for transfers
into trading securities.  Unrealized holding gains or losses associated  with
transfers  of  securities  from  held-to-maturity  to  available-for sale are
recorded  as  a separate component of stockholders' equity.   The  unrealized
holding gains or  losses  included  in  the  separate component of equity for
securities  transferred  from  available-for-sale   to  held-to-maturity  are
maintained  and  amortized  into  earnings  over the remaining  life  of  the
security  as  an  adjustment  to  yield  in  a  manner  consistent  with  the
amortization or accretion of premium or discount on the associated security.

A decline in the market value of any available-for-sale  or  held-to-maturity
security below cost that is deemed other than temporary results  in  a charge
to  earnings  resulting  in  the  establishment  of  a new cost basis for the
security.

Premiums and discounts are amortized or accreted over the life of the related
held-to-maturity  security  as  an  adjustment to yield using  the  effective
interest method.  Interest income is  recognized when earned.  Realized gains
and  losses  for  securities classified as  available-for-sale  and  held-to-
maturity  are included  in  earnings  and  are  derived  using  the  specific
identification method for determining the cost of securities sold.

Accounting by Creditors for Impairment of a Loan

Pursuant to  Statement  of Financial Accounting Standards No. 114, Accounting
by Creditors for Impairment  of  a  Loan  (SFAS  No.  114)  and  Statement of
Financial   Accounting   Standards  No.  118,  Accounting  by  Creditors  for
Impairment of a Loan - Income  Recognition  and Disclosures (SFAS No. 118), a
loan is considered to be impaired when it is probable that a creditor will be
unable  to  collect  principal  and interest amounts  due  according  to  the
contractual  terms of the loan agreement.   When  a  loan  is  impaired,  the
measurement of  its  impairment  can  be  determined in one of three ways, as
follows:  (1)  the  present value of the expected  cash  flows  of  the  loan
discounted at the loan's original effective interest rate, (2) the observable
market price of the impaired loan, or (3) the fair value of the collateral of
a collateral-dependent  loan.  The amount by which the recorded investment in
the loan exceeds the measure  of the impaired loan is recognized by recording
a  valuation  allowance with a corresponding  charge  to  the  provision  for
possible credit losses.

At March 31, 1997,  the recorded investment in loans that is considered to be
impaired under SFAS No.  114  was  $651,000, all of which were on nonaccrual,
for which the related allowance for possible credit losses was $115,000.  The
average recorded investment in impaired  loans  during  the  first quarter of
1997  was  approximately  $777,000.  The Bank has recognized $7,600  interest
income on those impaired loans  in  the  first  quarter  of  1997.   For  all
impaired  loans,  the  impairment amount was measured using the fair value of
the underlying collateral.

Earnings Per Share

Earnings per share have  been  computed  on the basis of the weighted average
number of shares outstanding.

Reclassification

Certain reclassifications were made to the  condensed  consolidated financial
statements of prior periods to conform with the 1997 presentation.


                       ASSUMPTION BANCSHARES, INC.

                 Management's Discussion and Analysis of
              Financial Condition and Results of Operations


Results of Operations

Net  interest  income  for the three month period ended March  31,  1997  was
slightly higher than amounts for the three-month period ended March 31, 1996.
The Bank achieved a higher  rate  on earning assets due to an increase in the
loan portfolio since March 31, 1995.   This  increase  in  income  earned was
offset  by  higher balances on interest bearing liabilities.  The Bank's  net
interest  margins   were  4.07%  and  4.17%  at  March  31,  1997  and  1996,
respectively.

The first quarter 1997  provision for loan losses was $9,000, consistent with
the first quarter of 1996.   This  relatively  low  provision  is  due to the
continued low level of charge-offs experienced by the Bank.  Net charge  offs
for  the  three  months  ended March 31, 1997 were $1,600.  Additionally, the
Bank's allowance for loan  losses as a percentage of gross loans has remained
consistent at 2.01% and 1.96%  at  March  31,  1997  and  December  31, 1996,
respectively.   Management  evaluates the adequacy of the allowance for  loan
losses on an ongoing basis and  believes,  based  on  its  analysis, that the
allowance is adequate to absorb losses in the portfolio.

Changes  in  the total allowance for loan losses for the three  months  ended
March 31, 1997 and 1996 were as follows:

                                                      Three months ended
                                                       1997        1996
                                                       ----        ----

    Balance at beginning of period                 $ 1,190,245   1,195,517

    Charge-offs                                        (14,345)    (21,514)
    Recoveries                                          12,707      23,636
                                                   -----------   ---------
       Net recoveries (charge-offs)                     (1,638)      2,122

    Provision for loan losses                            9,000       9,000
                                                   -----------   ---------
       Balance at end of period                    $ 1,197,607   1,206,639
                                                   ===========   =========

Other expenses  at March 31, 1997 totaled $884,000, consistent with the first
quarter 1996.

The provision for  income  taxes  is  based  on  management's estimate of the
expected effective tax rate for the entire year.

Liquidity and Capital Resources

Fluctuating interest rates and competitive forces  in  the financial services
industry have intensified the need for management of and  matching maturities
of  various  assets  and  liabilities.   This  process  involves  maintaining
liquidity and controlling interest rate sensitivity.  The goal of liquidity
management  is  to  ensure  funds are available for customer needs.  Interest
rate sensitivity management attempts  to match shifts in earning asset yields
with interest paying liability rates.

Net earnings for the first quarter 1997  of  $334,000  increased  the  Bank's
stockholders' equity while the unrealized losses on securities classified  as
available-for-sale  increased  by  $92,000,  resulting  in  a net increase in
equity  for  the first three months of 1997 of $242,000.  Management  is  not
aware of any recommendations by regulatory authorities or other matters which
are reasonably  likely  to  have  a  material  effect  on  the Bank's capital
resources, liquidity or operations.

Securities,  comprised primarily of obligations of states and  municipalities
and government  guaranteed  mortgage-backed  securities,  represented  30% of
total  assets  at  March  31,  1997  and  DecemberE31,  1996.  The securities
portfolio is managed with the primary objective of generating interest income
while maintaining an appropriate level of asset liquidity and controlling the
Bank's net interest rate risk position.

The market value of the securities portfolio at March 31,  1997 was 100.4% of
book  value,  compared to 100.7% at December 31, 1996.  Management  does  not
anticipate any  significant  effect  on future earnings, liquidity or capital
resources as a result of the amounts of unrealized gains or unrealized losses
in the securities portfolio.

Securities Available-for-Sale

As of March 31, 1997, management has classified  securities with an aggregate
amortized cost of $19,777,000 and a market value of $19,621,000 as available-
for-sale.

Falling  bond  prices  caused  a  decrease  in  the market  values  of  these
securities  during the first quarter.  Management  considers  the  unrealized
losses in the  securities  portfolio  to  be  temporary  in  nature.   A  net
unrealized  loss,  net  of tax, decreased stockholdersO equity by $102,000 at
March  31,  1997.   The net  unrealized  loss  before  taxes  included  gross
unrealized  gains  of $158,000  and  gross  unrealized  losses  of  $313,000.
StockholdersO equity  reflected net unrealized losses, net of tax, of $11,000
at December 31, 1996 and $137,000 at March 31, 1996.

Asset Quality

Nonperforming assets, which  include nonaccrual loans, restructured loans and
foreclosed assets, totaled $681,000  at  March 31, 1997, compared to $775,000
at March 31, 1996, $880,000 at year-end 1996, and $1,242,000 at September 30,
1996.

As a percentage of total loans plus foreclosed  assets,  nonperforming assets
were 1.1% at March 31, 1997, compared to 1.3% a year ago,  1.4%  at  year-end
1996, and 2.0% at September 30, 1996.


The  following  table  sets  forth  the  past  due  and  nonaccrual loans (in
thousands of dollars):

                                                              March 31,
                                                          1997         1996
                                                         ------       ------
   Loans past due 90 days or more                        $  61          142

   Nonaccrual loans, all of which are impaired:
     Real estate                                           542          731
     Individual                                            109            -

                                                         $ 651          731

Nonaccrual  loans  at  March  31,  1997 have decreased slightly  compared  to
MarchE31, 1996, and were down approximately  $199,000  compared  to  year-end
1996.

Loans  are  placed  on nonaccrual status when managementOs assessment of  the
borrowersO financial  condition  indicates  that  collection  of  interest is
doubtful.    In  making  this  determination,  management  considers  current
economic and business  conditions,  the  nature of the collateral, collection
efforts and regulatory guidelines.

Management has identified approximately $228,000  of potential problem loans,
which  are  loans  for  which  payments  are contractually  current  but  the
borrowers  are currently experiencing financial  difficulties  at  March  31,
1997, which are not otherwise identified as past due or nonaccrual.

The allowance  for  possible  loan losses as a percent of nonperforming loans
was 184%, 140%, 99%, and 165% at March 31, 1997, December 31, 1996, September
30, 1996, and March 31, 1996, respectively.   Management  has determined that
the  allowance  for  possible loan losses at March 31, 1997, is  adequate  to
cover losses inherent in its loan portfolio.

The amount of additional  interest  income  on  nonaccrual loans, which would
have been recognized for the three months ended March  31, 1997 and 1996, had
the related loans been performing according to their original  terms  was not
material.   Interest  income  recognized  on  the  cash  basis  on  loans  in
nonaccrual  status  was approximately $7,600 and $16,500 for the three months
ended MarchE31, 1997 and 1996, respectively.

Pending Merger

On November 20, 1996, the Boards of Directors of Assumptions Bancshares, Inc.
and ArgentBank announced  that  they  had  unanimously  approved a Definitive
Agreement which provides for the merger of Assumption Bank and Trust Company,
a wholly-owned subsidiary of Assumption Bancshares, Inc., with ArgentBank for
$21.5 million, or approximately $134 per share, payable in  a  combination of
cash  and ArgentBank common stock.  The transaction is subject to  regulatory
and shareholder  approvals  and the satisfaction of certain other conditions.
ArgentBank  is  headquartered  in   Thibodaux,   Louisiana  and  operates  in
Lafourche, Terrebonne and Assumption parishes.



                                 PART II


Items 1 through 5 are not applicable.

Item 6.  Exhibits and Reports on Form 8-K.  No Form  8-K  was  required to be
filed during the quarter ended March 31, 1997.


                                SIGNATURE


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



                                          /s/ Joseph H. Montero
                                          --------------------------------
                                            Joseph H. Montero
                                            President and
                                            Chief Executive Officer


                                          Date:  May  , 1997