SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                FORM 10-KSB

   X      ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE  ACT OF 1934

                For the fiscal year ended December 31, 1999

_______   TRANSITION REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE SECURITIES
          EXCHANGE ACT  OF 1934

               For the transition period from ________   to  _______

                     Commission File Number:  0-20911

                           ALGIERS BANCORP, INC.
        (Name of small business issuer as specified in its charter)

          LOUISIANA                                         72 - 1317594
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification No.)


       #1 WESTBANK EXPRESSWAY, NEW ORLEANS, LOUISIANA    70114
          (Address of principal executive offices)     (Zip Code)

                 Issuer's telephone number: (504) 367-8221

       SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                   None

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                  Common Stock (par value $.01 per share)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X  No ____

Check  if there is no disclosure of delinquent filers in response  to  Item
405 of Regulation  S-B   contained  in this form, and no disclosure will be
contained,  to  the  best of Issuer's knowledge,  in  definitive  proxy  or
information statements  incorporated  by reference in Part III of this Form
10-KSB.    X

Issuer's revenues for the fiscal year ended  December  31,  1999  were $3.1
million.

As  of March 10, 2000, the aggregate market value of the 397,086 shares  of
Common  Stock  of the Issuer held by non-affiliates, which excludes 109,262
shares held by all directors, executive officers and employee benefit plans
of the Issuer, was approximately $3.0 million.  This figure is based on the
average of the bid  and  asked  prices  of  $7.50 per share of the Issuer's
Common Stock on March 10, 2000.

Number of shares of Common Stock outstanding on March 10, 2000: 506,348

                    DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement for  the  2000 Annual Meeting of
Stockholders have been incorporated into Part III of this Form 10-KSB.

Transitional Small Business Disclosure Format (check one):  Yes _____ No  X

<PAGE>
                           ALGIERS BANCORP, INC.
                     ANNUAL REPORT ON FORM 10-KSB FOR
                  THE FISCAL YEAR ENDED DECEMBER 31, 1999

                             TABLE OF CONTENTS


PAGE

PART I

Item 1.   Description of Business..........................................   1
Item 2.   Description of Properties........................................  33
Item 3.   Legal Proceedings................................................  33
Item 4.   Submission of Matters to a Vote of Security Holders..............  33

PART II

Item 5.   Market for Common Equity and Related Stockholder Matters.........  33
Item 6.   Management's Discussion and Analysis or Plan of Operation........  34
Item 7.   Financial Statements.............................................  43
Item 8.   Changes  in and Disagreements with Accountants on Accounting and
          Financial Disclosure.............................................  82

PART III

Item 9.   Directors, Executive Officers,  Promoters  and  Control  Persons;
          Compliance with Section 16(a) of the Exchange Act................  82
Item 10.  Executive Compensation...........................................  82
Item 11.  Security Ownership of Certain Beneficial Owners and Management...  82
Item 12.  Certain Relationships and Related Transactions...................  82
Item 13.  Exhibits and Reports on Form 8-K.................................  82

<PAGE>
PART I.

ITEM 1. DESCRIPTION OF BUSINESS.


GENERAL

Algiers  Bancorp, Inc. (the "Company") is a Louisiana corporation organized
in February  1996  by  Algiers  Homestead  Association  ("Algiers"  or  the
"Association") for the purpose of becoming a unitary holding company of the
Association.   The  only  significant assets of the Company are the capital
stock  of  the  Association, the  Company's  loan  to  its  Employee  Stock
Ownership Plan (the "ESOP"), and the remainder of the net proceeds retained
by the Company in  connection  with  the conversion of the Association from
mutual to stock form on July 8, 1996 (the  "Conversion").  The business and
management of the Company primarily consists of the business and management
of the Association.  The Company neither owns  nor leases any property, but
instead uses the premises, equipment and furniture of the Association.  The
Company does not employ any persons other than officers of the Association,
and the Company utilizes the support staff of the Association  from time to
time.   Additional employees will be hired as appropriate to the extent the
Company expands or changes its business in the future.

The Association is a Louisiana-chartered stock savings and loan association
that  was  originally formed in 1926.  The Association  currently  conducts
business from its main office in New Orleans, Louisiana, a branch office in
Terrytown, Louisiana, and a third branch in New Orleans, Louisiana that was
opened during the first quarter of 1999.  At December 31, 1999, the Company
had $46.8 million  of  total  assets,  $39.7  million of total liabilities,
including   $38.4   million  of  deposits,  and  $7.1  million   of   total
stockholders' equity (representing 15.2% of total assets).

The  Association is primarily  engaged  in  attracting  deposits  from  the
general  public  through  its  offices  and using those and other available
sources of funds to purchase mortgage-backed  securities  and  to originate
loans  secured primarily by one- to four-family residences located  in  the
New Orleans,  Louisiana  metropolitan area.  The Association sells into the
secondary market the majority  of  the  loans  which  it  originates.   The
Company  had  $26.1  million  of mortgage-backed securities at December 31,
1999, representing 55.8% of the  Company's  total  assets.  At December 31,
1999, the Company's net loans receivable totaled $9.8  million  or 20.9% of
the   Company's   total  assets.   Conventional  first  mortgage,  one-  to
four-family residential  loans  (excluding  construction loans) amounted to
$8.5 million or 84.0% of the Company's total loan portfolio at December 31,
1999.   To  a  lesser extent, the Company also originates  consumer  loans,
construction loans  and commercial real estate loans.  The Company had $5.5
million of investment  securities  (excluding  FHLB  stock) at December 31,
1999,  representing  11.8%  of  total  assets.   Of  the  $5.5  million  of
investment  securities,  $1,020,000  or 18.5% mature within five  years  of
December 31, 1999.

The  Association  is  a  community-oriented   savings   institution   which
emphasizes  customer  service  and  convenience. It generally has sought to
enhance its net income by, among other  things,  maintaining  strong  asset
quality.  In pursuit of these goals, the Association has adopted a business
strategy  that  emphasizes  the  purchase of mortgage-backed securities, as
well as lending and deposit products  and services traditionally offered by
savings  institutions.   Certain  results  of  the  implementation  of  the
Association's business strategy, briefly  noted  below,  have  enabled  the
Association to be profitable and to exceed regulatory capital requirements.

*  CAPITAL  POSITION.   As of December 31, 1999, the Association  had total
stockholder's  equity  of  $6.5  million and exceeded all of its regulatory
capital requirements,  with tangible, core and risk-based capital ratios of
15.1%,   15.1%   and  64.1%,  respectively,  as  compared  to  the  minimum
requirements of 1.5%, 3.0% and 8.0%, respectively.

*  PROFITABILITY.  Although  the  Company had a net loss for the year ended
December  31,  1999, it was profitable in each of the prior two years.  Net
income decreased from $161,000 in 1998 to a net loss of $367,000  in  1999,
including a  net  loss  of $286,000 sustained by the Company's  subsidiary,
Algiers Homestead Association and a $37,000 loss sustained by the Company's
subsidiary Algiers.Com.   Net  income  decreased  in  1998 to $161,000 from
$211,000 in 1997.   See  "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

<PAGE>
*  ASSET QUALITY.  Management believes that good asset quality is important
to   the   Company's   long-term   profitability.   The   Company's   total
nonperforming  assets,  which consist of non-accruing  loans and  net  real
estate   owned   ("REO"),   together  with  troubled  debt  restructurings,
amounted to $428,000 or .9% of total assets at December 31, 1999,  compared
to  $805,000  or  1.7%  of  total  assets  at  December 31, 1998 due to the
delinquency  of  a commercial loan with a balance of $500,000. See  "-Asset
Quality-Classified   Assets."    At  December  31,  1999,   the   Company's
allowance  for  loan  losses amounted to $230,000 or 2.3% of the total loan
portfolio.

*  INTEREST  RATE  RISK.   The  Company  attempts to manage its exposure to
interest  rate  risk  by  maintaining  a  high percentage of its assets  in
adjustable-rate  mortgages  ("ARMs")   and  adjustable-rate mortgage-backed
securities.  At December  31, 1999,  ARMs amounted to $6.6 million or 65.5%
of  the  total  loan  portfolio.   In  addition,  of  the  $26.1 million of
mortgage-backed  securities  at  December  31, 1999, $23.6 million or 90.6%
have adjustable interest rates.

*   COMMUNITY  ORIENTATION.   The  Association  is  committed  to   meeting
the  financial needs of the communities in which  it  operates.  Management
believes   the  Association  is  large  enough  to  provide  a  full  range
of  personal  financial  services,  yet  small enough to be able to provide
services on a personalized and efficient basis.  At December 31, 1999, most
of the Association's loans were to residents  of  its  primary market area.
The Association intends to continue its practice of investing  in  loans in
its  primary  market  area  in  accordance with its underwriting standards,
subject  to  economic  conditions  and   the   availability  of  reasonable
investment alternatives.

The Association is subject to examination and comprehensive  regulation  by
the  Louisiana  Office  of  Financial  Institutions  ("OFI"),  which is the
Association's chartering authority, and by the Office of Thrift Supervision
("OTS"),  which  is  the  Association's  primary  federal  regulator.   The
Association is also regulated by the Federal Deposit Insurance  Corporation
("FDIC"),  the  administrator  of  the  Savings Association Insurance  Fund
("SAIF").  The Association is also subject  to certain reserve requirements
established by the Board of Governors of the Federal Reserve System ("FRB")
and is a member of the Federal Home Loan Bank  ("FHLB") of Dallas, which is
one of the 12 regional banks comprising the FHLB System.

The executive office for the Company and the Association  is  located  at 1
Westbank Expressway, New Orleans, Louisiana 70114, and its telephone number
is (504) 367-8221.

MARKET AREA

The  Company's  market  area consists of Orleans, Jefferson and Plaquemines
Parishes in the New Orleans,  Louisiana metropolitan statistical area.  The
traditional  components  of the area's  economic  base  have  consisted  of
tourism,  the  port  of  New Orleans  and  related  shipbuilding,  and  the
petroleum industry.  Slowdowns  in  the  petroleum  industry had a material
negative  impact  on  the  area's  economy in the early 1980s,  which  were
compounded by defense-related cutbacks in recent years.  The area's economy
has stabilized in recent years due to development of tourism and convention
activities and related service-oriented  companies,  as  well as the gaming
industry.  In addition, the New Orleans economic base has  diversified into
areas  such  as  health  services, the aerospace industry and research  and
technology.  However, there  is still a significant degree of volatility in
the local economy due to a continued  heavy reliance on the same industries
that led to the decline in the 1980s, and  there  has been a decline in the
population since the early 1980s.  Competition for  deposits and lending in
Orleans, Jefferson and Plaquemines Parishes is substantial,  with  most  of
the current competition being from commercial banks.

LENDING ACTIVITIES

LOAN  PORTFOLIO  COMPOSITION.  At December 31, 1999, the Company's net loan
portfolio totaled  $9.8  million,  representing  approximately 20.9% of the
Company's  $46.8  million  of  total  assets at that date.   The  principal
lending activity of the Company is the  origination  of one- to four-family
residential loans.  At December 31, 1999, conventional first mortgage, one-
to four-family residential loans (excluding construction loans) amounted to
$8.5 million or 84.0% of the total loan portfolio, before  net items.  To a
lesser  extent, the Company originates construction loans, commercial  real
estate loans and consumer loans.  At December 31, 1999, there were $117,000
in construction  loans  amounting  to  1.2%  of  the  total loan portfolio,
commercial  real estate loans totaled $200,000 or 2.0% of  the  total  loan
portfolio, and  consumer  loans  amounted  to  $1.3 million or 12.7% of the
total loan portfolio, in each case before net items.

LOAN PORTFOLIO COMPOSITION.  The following table sets forth the composition
of the Company's loan portfolio by type of loan at the dates indicated.
<TABLE>
<CAPTION>
                                                         December 31,
                                        1999                 1998                1997
                                 Amount       %       Amount       %       Amount       %
                                --------    -----    --------    -----    --------    -----
                                                   (Dollars in Thousands)
<S>                             <C>         <C>      <C>         <C>      <C>         <C>
Real Estate Loans:
  One-to-Four Family
    Residential:
    Conventional                $  8,492     84.0%   $  7,816     79.3%   $  8,018     79.3%
    FHA and VA                        13      0.1          27      0.3          41      0.4
    Construction                     117      1.2          --       --          43      0.4
  Commercial Real Estate             200      2.0         686      6.9         738      7.3
                                --------    -----    --------    -----    --------    -----
    Total Real Estate Loans        8,822     87.3       8,529     86.5       8,840     87.4

Consumer Loans:
  Second Mortgage                    338      3.3         360      3.7         189      1.9
  Other Consumer Loans               356      3.5         400      4.1         325      3.2
  Loans on Deposits                  594      5.9         566      5.7         758      7.5
                                --------    -----    --------    -----    --------    -----
    Total Consumer Loans           1,288     12.7       1,326     13.5       1,272     12.6

      Total Loans                 10,110    100.0%      9,855    100.0%     10,112    100.0%
                                ========    =====    ========    =====    ========    =====

Less:
  Unearned Interest                   10                   --                   73
  Undisbursed Portion of Loans        --                   --                  301
  Deferred Loan Fees                  82                   52                   55
  Allowance for Loan Losses          230                  506                  485
                                --------             --------             --------

      Net Loans                 $  9,788             $  9,297             $  9,198
                                ========             ========             ========
</TABLE>

CONTRACTUAL  TERMS  TO FINAL MATURITIES.  The following  table  sets  forth
certain information as  of December 31, 1999 regarding the dollar amount of
loans maturing in the Association's  portfolio,  based  on  the contractual
date  of  the  loan's  final  maturity, before giving effect to net  items.
Demand loans and loans having no  stated  schedule  of  repayments  and  no
stated maturity are reported as due in one year or less.  The amounts shown
below  do not reflect normal principal amortization; rather, the balance of
each loan outstanding at December 31, 1999 is shown in the appropriate year
of the loan's final maturity.
<PAGE>
<TABLE>
<CAPTION>
                                                One-to-Four                      Commercial
                                                  Family                            Real
                                                Residential     Construction       Estate       Consumer       Total
                                                -----------     ------------     ----------     --------     --------
                                                                        (Dollars in Thousands)
<S>                                             <C>             <C>              <C>            <C>          <C>
Amounts Due After December 31, 1999 in:
  One year or less                              $      8        $      6         $     16       $    124     $    154
  After one year through two years                    16              --               --             31           47
  After two years through three years                449              --               --             80          529
  After three years through five years               715              --               --            153          868
  After five years through ten years               1,758              --               46            167        1,971
  After ten years through fifteen years            1,425              --               38            215        1,678
  After fifteen years                              4,134             111              100            518        4,863
                                                --------        --------         --------       --------     --------

    Total (1)                                   $  8,505        $    117         $    200       $  1,288     $ 10,110
                                                ========        ========         ========       ========     ========
</TABLE>

<PAGE>
_______________________________

 (1) Gross  of loans in process, deferred loan fees, unearned discounts and
     interest, and allowance for loan losses.

     The following table sets forth the dollar amount of all loans, before
net items, due after one year from December 31, 1999 as shown in the
preceding table, which have fixed interest rates or which have floating or
adjustable interest rates.
<TABLE>
<CAPTION>

                                              Floating or
                                 Fixed-        Adjustable
                                  Rate            Rate           Total
                                --------      -----------      ---------
                                        (Dollars in Thousands)
<S>                             <C>           <C>              <C>
One-to-Four Family Residential  $  2,472      $  6,150         $  8,622
Commercial Real Estate                --           200              200
Consumer                           1,019           269            1,288
                                --------      --------         --------

  Total                         $  3,491      $  6,619         $ 10,110
                                ========      ========         ========
</TABLE>

     Scheduled  contractual  maturities of loans do not necessarily reflect
the actual term of the Company's  loan  portfolio.   The  average  life  of
mortgage  loans  is substantially less than their average contractual terms
because of loan prepayments  and  enforcement of due-on-sale clauses, which
give the Company the right to declare a loan immediately due and payable in
the event, among other things, that  the  borrower  sells the real property
subject to the mortgage and the loan is not repaid.   The  average  life of
mortgage loans tends to increase, however, when current mortgage loan rates
substantially  exceed  rates  on  existing  mortgage loans and, conversely,
decrease when rates on existing mortgage loans substantially exceed current
mortgage loan rates.

     ORIGINATION OF LOANS.  The lending activities  of  the Association are
subject   to  the  written  underwriting  standards  and  loan  origination
procedures   established  by  the  Association's  Board  of  Directors  and
management.  Loan  originations  are obtained through a variety of sources,
including  referrals  from  real  estate  brokers,  builders  and  existing
customers.  Written loan applications  are  taken by lending personnel, and
the  loan  department  supervises  the  procurement   of   credit  reports,
appraisals   and  other  documentation  involved  with  a  loan.   Property
valuations are  performed by independent outside appraisers approved by the
Association's Board of Directors or a committee thereof.

     Under the Association's  real  estate  lending  policy, either a title
opinion signed by an approved attorney or a title insurance  policy must be
obtained for each real estate loan.  The Association also requires fire and
extended  coverage  casualty insurance, in order to protect the  properties
securing its real estate loans.  Borrowers must also obtain flood insurance
policies when the property  is  in a flood hazard area as designated by the
Department of Housing and Urban Development.   Borrowers may be required to
advance funds on a monthly basis together with each  payment  of  principal
and  interest  to a mortgage loan account from which the Association  makes
disbursements for  items  such  as  real  estate  taxes,  hazard  insurance
premiums and private mortgage insurance premiums as they become due.

     The  Association's  loan  approval  process is intended to assess  the
borrower's ability to repay the loan, the  viability  of  the  loan and the
adequacy  of  the  value  of  the property that will secure the loan.   The
Association's lending policies  require that most loans to be originated by
the Association be approved in advance  by  the  Board of Directors, except
that the President and the Chief Operating Officer  are  each authorized to
approve second mortgage loans not to exceed $5,000.

     The following table shows total loans originated and repaid during the
periods indicated.

<TABLE>
<CAPTION>

                                               Year Ended December 31,
                                      ----------------------------------------
                                        1999            1998            1997
                                      --------        --------        --------
                                                   (In Thousands)
<S>                                   <C>             <C>             <C>
Loan Originations:
  One-to-Four Family Residential      $  2,760        $  1,709        $  1,167
  Construction                             218             405              43
  Commercial Real Estate                    40              --              28
  Consumer                                 119             804           1,105
                                      --------        --------        --------

    Total Originations                   3,137           2,918           2,343

Loan Principal Payments                 (2,601)         (2,714)         (2,042)
Other Increases (Decreases), Net(1)        206            (105)           (323)
                                      --------        --------        --------

Net Increase (Decrease) in
  Loan Portfolio                      $    742        $     99        $    (22)
                                      ========        ========        ========
</TABLE>
___________________________

      (1) Other  items  consist  of loans in process, deferred  loan  fees,
          unearned discounts and interest, and allowance for loan losses.

     REAL ESTATE LENDING STANDARDS  AND  UNDERWRITING  POLICIES.  Effective
March  19,  1993,  all financial institutions were required  to  adopt  and
maintain comprehensive  written  real  estate  lending  policies  that  are
consistent  with  safe and sound banking practices.  These lending policies
must reflect consideration  of  the  Interagency Guidelines for Real Estate
Lending Policies adopted by the federal  banking  agencies,  including  the
OTS,  in  December  1992  ("Guidelines").  The Guidelines set forth uniform
regulations prescribing standards  for  real  estate  lending.  Real estate
lending is defined as extensions of credit secured by liens on interests in
real  estate  or  made for the purpose of financing the construction  of  a
building or other improvements to real estate, regardless of whether a lien
has been taken on the property.

     An  institution's   lending   policy   must  address  certain  lending
considerations set forth in the Guidelines, including loan-to-value ("LTV")
limits, loan administration procedures, underwriting  standards,  portfolio
diversification   standards,  and  documentation,  approval  and  reporting
requirements.  The  policy  must  also  be  appropriate  to the size of the
institution  and  the  nature  and  scope  of its operations, and  must  be
reviewed  and approved by the institution's board  of  directors  at  least
annually.   The  LTV  ratio  framework,  with the LTV ratio being the total
amount of credit to be extended divided by  the appraised value or purchase
price  of  the  property  at the time the credit  is  originated,  must  be
established for each category  of  real  estate  loans.   If  a loan is not
secured  by  a  first  lien, the lender must combine all senior liens  when
calculating this ratio.   The Guidelines, among other things, establish the
following supervisory LTV limits:  raw  land (65%); land development (75%);
construction (commercial, multi-family and  nonresidential) (80%); improved
property and one- to four-family residential  construction  (85%); and one-
to four-family (owner occupied) and home equity (no maximum ratio; however,
any  LTV  ratio  in  excess of 90% should require appropriate insurance  or
readily marketable collateral).

     Certain institutions  can  make  real estate loans that do not conform
with the established LTV ratio limits up to 100% of the institution's total
capital.  Within this aggregate limit,  total  loans  for  all  commercial,
agricultural,  multi-family  and  other  non-one-to-four family residential
properties should not exceed 30% of total  capital.   An  institution  will
come  under  increased  supervisory  scrutiny  as  the  total of such loans
approaches  these  levels.   Certain loans are exempt from the  LTV  ratios
(e.g., those guaranteed by a government  agency,  loans  to  facilitate the
sale of real estate owned, loans renewed, refinanced or restructured by the
original lender(s) to the same borrower(s) where there is no advancement of
new funds, etc.).

     The Association is in compliance with the above standards.

     Although Louisiana laws and regulations permit state-chartered savings
institutions,  such  as  the  Association, to originate and purchase  loans
secured  by  real  estate  located   throughout   the  United  States,  the
Association's present lending is done primarily within  its  primary market
area,  which  consists  of  Orleans, Jefferson and Plaquemines Parishes  in
Louisiana.  Subject to the Association's  loans-to-one borrower limitation,
the Association is permitted to invest without  limitation  in  residential
mortgage  loans  and  up  to  400% of its capital in loans secured by  non-
residential or commercial real  estate.  The Association may also invest in
secured and unsecured consumer loans  in an amount not exceeding 35% of the
Association's  total  assets.   This 35% limitation  may  be  exceeded  for
certain  types  of  consumer  loans,  such  as  home  equity  and  property
improvement loans secured by residential  real  property.  In addition, the
Association  may  invest  up  to  10% of its total assets  in  secured  and
unsecured  loans  for  commercial,  corporate,   business  or  agricultural
purposes.  At December 31, 1999, the Association was  well  within  each of
the above lending limits.

     A savings institution generally may not make loans to one borrower and
related  entities  in an amount which exceeds 15% of its unimpaired capital
and surplus, although  loans  in  an  amount  equal to an additional 10% of
unimpaired capital and surplus may be made to a  borrower  if the loans are
fully secured by readily marketable securities.  At December  31, 1999, the
Association's  limit  on  loans-to-one  borrower was $500,000 and its  five
largest  loans  or groups of loans-to-one borrower,  including  persons  or
entities related to the borrower, amounted to $429,000, $268,000, $261,000,
$249,000 and $195,000, respectively, at such date.  All of these loans were
current at December 31, 1999.

     LOANS ON EXISTING  RESIDENTIAL  PROPERTIES.   The  primary real estate
lending  activity  of  the Company is the origination of loans  secured  by
first mortgage liens on  one-  to  four-family residences.  At December 31,
1999, $8.5 million or 84.0% of the Company's  total  loan portfolio, before
net  items,  consisted  of conventional first mortgage, one-to  four-family
residential loans (excluding construction loans).

     The loan-to-value ratio,  maturity  and  other provisions of the loans
made by the Association generally have reflected  the policy of making less
than  the  maximum  loan  permissible  under  applicable   regulations,  in
accordance with sound lending practices, market conditions and underwriting
standards  established  by  the  Association.  The  Association's   lending
policies on one- to four-family residential mortgage loans generally  limit
the maximum loan-to-value ratio to 95% of the lesser of the appraised value
or  purchase  price  of  the  property,  and  generally one- to four-family
residential loans in excess of an 80% loan-to-value  ratio  require private
mortgage insurance.  Residential mortgage loans are amortized  on a monthly
basis  with  principal and interest due each month and customarily  include
"due-on-sale"  clauses,  which  are  provisions  giving the Association the
right  to  declare  a loan immediately due and payable  in  the  event  the
borrower sells or otherwise  disposes  of  the real property subject to the
mortgage or the loan is not repaid.  The Association  enforces  due-on-sale
clauses to the extent permitted under applicable laws.

     Various  legislative and regulatory changes have given the Association
the authority to  originate  and  purchase mortgage loans which provide for
periodic interest rate adjustments  subject  to  certain  limitations.  The
Association  has  been  actively  marketing  ARMs in order to decrease  the
vulnerability of its operations to changes in  interest rates.  At December
31, 1999, one-to-four family residential ARMs represented  $6.6  million or
65.5% of the total loan portfolio, before net items.

     The  Association's  one-  to  four-family  residential  ARMs are fully
amortizing  loans  with  contractual  maturities of up to 30 years.   These
loans have interest rates which are scheduled  to  adjust  periodically  in
accordance  with a designated index.  The Association currently offers ARMs
on which the interest rate adjusts every year based upon the monthly median
cost of funds  for SAIF-insured institutions, plus a specified margin.  The
margin above the cost of funds index is generally 2.65%.  There is a 2% cap
on the rate adjustment  per period and a 6% cap on the rate adjustment over
the life of the loan.  The  Association  has  originated  ARMs  using other
indexes  in the past.  The adjustable-rate loans in the Association's  loan
portfolio are not convertible by their terms into fixed-rate loans, are not
assumable  without  the  Association's  consent,  do not contain prepayment
penalties and do not produce negative amortization.

     The Association qualifies borrowers based on the initial interest rate
on the ARM rather than the fully indexed rate.  In  a  rising interest rate
environment,  the  interest  rate  on  the ARM will increase  on  the  next
adjustment  date,  resulting  in  an increase  in  the  borrower's  monthly
payment.  To the extent the increased rate adversely affects the borrower's
ability to repay his loan, the Association  is  exposed to increased credit
risk.  As of December 31, 1999, the Association's  non-accruing residential
loans were $177,000.  See "-Asset Quality."

     The  demand  for  adjustable-rate  loans in the Association's  primary
market area has been a function of several  factors, including the level of
interest rates, and the difference between the  interest  rates  offered by
competitors  for  fixed-rate  loans and adjustable-rate loans.  Due to  the
generally lower rates of interest  prevailing in recent periods, the market
demand for adjustable-rate loans has  decreased  as consumer preference for
fixed-rate  loans  has increased.  The Association currently  offers  fixed
rate products with maturities up to 30 years.

     CONSTRUCTION LOANS.   At December 31, 1999, construction loans are not
being actively marketed and  are offered primarily as a service to existing
customers.   There  were  four  construction  loans  in  the  Association's
portfolio at December 31, 1999 totaling  $117,000  or  1.2%  of  the  total
portfolio.

     Construction  lending  is  generally  considered  to  involve a higher
degree of risk of loss than long-term financing on improved, owner-occupied
real  estate  because  of the uncertainties of construction, including  the
possibility of costs exceeding the initial estimates and the need to obtain
a tenant or purchaser if  the  property  will  not  be owner-occupied.  The
Company   generally   attempts  to  mitigate  the  risks  associated   with
construction lending by,  among  other  things,  lending  primarily  in its
market  area,  using  conservative  underwriting  guidelines,  and  closely
monitoring the construction process.

     COMMERCIAL  REAL  ESTATE  LOANS.  The Company's commercial real estate
loan portfolio primarily consists  of  loans  secured  by office buildings,
retail establishments, churches and multi-family dwellings  located  within
the  Company's  primary market area.  Commercial real estate loans amounted
to $200,000 or 2.0%  of the total loan portfolio at December 31, 1999.  The
largest commercial real  estate  loan at December 31, 1999 was $100,000 and
the remaining commercial real estate  loan  portfolio  at December 31, 1999
consisted of three loans with an average balance of $33,000.

     Nonresidential real estate loans may have terms up  to  30  years  and
generally  have adjustable rates of interest.  As part of its commitment to
loan quality,  the  Company's senior management reviews each nonresidential
loan prior to approval  by  the Board of Directors.  All loans are based on
the appraised value of the secured  property  and  loans  are generally not
made  in  amounts  in excess of 70% of the appraised value of  the  secured
property.   All  appraisals  are  performed  by  an  independent  appraiser
designated by the  Company  and are reviewed by management.  In originating
nonresidential loans, the Company  considers  the  quality of the property,
the credit of the borrower, the historical and projected  cash  flow of the
project,  the  location  of the real estate and the quality of the property
management.  The Company originated $40,000 in commercial real estate loans
in 1999 and none in 1998.

     Commercial real estate  lending  is  generally considered to involve a
higher degree of risk than single-family residential lending.  Such lending
typically involves large loan balances concentrated in a single borrower or
groups  of  related  borrowers  for  rental  or  business  properties.   In
addition,  the  payment  experience  on loans secured  by  income-producing
properties is typically dependent on the  success  of  the operation of the
related project and thus is typically affected by adverse conditions in the
real estate market and in the economy.  The Company generally  attempts  to
mitigate the risks associated with commercial real estate lending by, among
other things, lending primarily in its market area and using low LTV ratios
in the underwriting process.

     CONSUMER  LOANS.   The  Company's  consumer  loans consist of loans on
deposits, boat, automobile and second mortgage loans.   The  consumer loans
are not being actively marketed and are offered primarily as a  service  to
existing  customers.   At  December 31, 1999, loans on deposits amounted to
$594,000, representing 56.2%  of total consumer loans and 5.9% of the total
loan portfolio, before net items.   Loans  secured  by deposit accounts are
generally offered with an interest rate equal to 2% above  the  rate on the
deposit account.

     The  Company's second mortgage loans amounted to $338,000 or  3.3%  of
the total loan  portfolio  at  December 31, 1999.  The second mortgages are
secured by one-to-four family residences,  are  for  a  fixed  amount and a
fixed term, and are made to individuals for a variety of purposes.

     The  Company's other consumer loans consisted of eleven loans  in  the
aggregate amount  of  $356,000  or  3.5%  of  the  total  loan portfolio at
December 31, 1999.  The largest of these loans, in the amount of $66,000 or
 .6% of the total loan portfolio at December 31, 1999, is secured by a boat.

     The Association is considering expanding the types of  loans it offers
to  include equity lines of credit.  The Association has received  approval
as an  FHA Lender.  This designation authorizes the Association to make all
types of  government  loans for sale in the secondary market.  In addition,
the Association offers  FHA Title I home improvement loans.  As of December
31, 1999, the Association had four commissioned loan originators and a loan
processor on its staff.  Loans  which  meet  the Association's underwriting
criteria will be kept in the Association's loan  portfolio.   Loans that do
not  meet  the  Association's  underwriting  criteria  will be sold in  the
secondary  market to investors who have committed to the  purchase  of  the
loan prior to the loan closing.

     LOAN FEES  AND  SERVICING  INCOME.   In addition to interest earned on
loans, the Company receives income through  the servicing of loans and loan
fees charged in connection with loan originations  and  modifications, late
payments, prepayments, changes of property ownership and  for miscellaneous
services  related to its loans.  Income from these activities  varies  from
period-to-period with the volume and type of loans made.

     Loan origination  fees  or  "points" are a percentage of the principal
amount of the mortgage loan and are  charged  to the borrower in connection
with the origination of the loan.  The Company's  loan origination fees are
offset against direct loan origination costs, and the  resulting net amount
is deferred and amortized as interest income over the contractual  life  of
the related loans as an adjustment to the yield of such loans.  At December
31, 1999, the Company had approximately $82,000 of loan fees which had been
deferred.   The  deferred loan fees are being recognized as income over the
lives of the related loans.

<PAGE>

ASSET QUALITY
     DELINQUENT  LOANS.    The   following  table  sets  forth  information
concerning delinquent loans at December  31, 1999, in dollar amounts and as
a percentage of the Company's total loan portfolio.   The amounts presented
represent  the total outstanding principal balances of the  related  loans,
rather than the actual payment amounts which are past due.
<TABLE>
<CAPTION>
                                                                December 31, 1999
                                        -----------------------------------------------------------------
                                             30 - 59                 60 - 89             90 or More
                                           Days Overdue           Days Overdue          Days Overdue
                                           ------------           ------------          ------------
                                                   Percent                Percent                Percent
                                                   of Total               of Total               of Total
                                         Amount     Loans       Amount     Loans       Amount      Loans
                                        --------   --------    --------   --------    --------   --------
<S>                                     <C>        <C>         <C>        <C>         <C>        <C>
One-to-Four Family Residential          $    767       7.59%   $    208       2.06%   $    161       1.59%
Commercial Real Estate                         2       0.02          --         --          16       0.16
Consumer                                     198       1.96          75       0.74         261       2.58
                                        --------   --------    --------   --------    --------   --------

  Total Delinquent Loans                $    967       9.56%   $    283       2.80%   $    438       4.33%
                                        ========   ========    ========   ========    ========   ========
</TABLE>

     NONPERFORMING  ASSETS.   When a borrower fails to make a required loan
payment,  the  Company  attempts to  cause  the  default  to  be  cured  by
contacting the borrower.   In general, contacts are made after a payment is
more than 15 days past due.   A  significant portion of the Company's loans
provide for a 45 day grace period,  and no late charge is assessed on these
loans until the payment is 46 days past  due.   Defaults are cured promptly
in most cases.  If the delinquency on a mortgage  loan  exceeds 90 days and
is  not  cured  through the Company's normal collection procedures,  or  an
acceptable arrangement  is  not  worked  out with the borrower, the Company
will commence foreclosure action.

     If foreclosure is effected, the property  is sold at a sheriff's sale.
If the Company is the successful bidder, the acquired  real estate property
is then included in the Company's "real estate owned" account  until  it is
sold.  The Association is permitted under applicable regulations to finance
sales  of real estate owned by "loans to facilitate" which may involve more
favorable  interest  rates  and terms than generally would be granted under
the Association's underwriting  guidelines.   At  December  31,  1999,  the
Association had two loans to facilitate.

     The  Company  generally  places  loans  on non-accrual status when the
payment of interest becomes more than 90 days  past  due  or  when interest
payments are otherwise deemed uncollectible.

The  following  table  sets forth the amount of the Company's nonperforming
assets at the dates indicated.
<TABLE>
<CAPTION>

                                                 December 31,
                                          1999       1998       1997
                                        --------   --------   --------
                                            (Dollars in Thousands)
<S>                                     <C>        <C>        <C>
Nonperforming Assets:
  Non-Accruing Loans                    $    177   $    737   $    636
  Real Estate Owned, Net (1)                 251         62         --
                                        --------   --------   --------

    Total Nonperforming Assets          $    428   $    799   $    636
                                        ========   ========   ========

Troubled Debt Restructurings            $     --   $      6   $     18
                                        ========   ========   ========

Total Nonperforming Loans and
  Troubled Debt Restructurings
  as a Percent of Total Loans               1.75%      8.20%      6.47%

Total Nonperforming Assets and
  Troubled Debt Restructurings
  as a Percent of Total Assets              0.92%      1.70%      1.44%
</TABLE>

(1)  Net of related loss allowances as of each date shown, which allowances
at December 31, 1999, 1998  and  1997  amounted  to  $311,000,  $35,000 and
$90,000, respectively, for real estate owned.

     The  $177,000 of non-accruing loans at December 31, 1999 consisted  of
three one-to four- family residential loans for $161,000 and one commercial
real estate  loan  for  $16,000.  The largest non-accruing loan at December
31, 1999 consisted of a $106,000  adjustable-rate  real estate loan secured
by a residence.

     The Company's real estate owned at December 31,  1999  consisted  of a
former  furniture  store  and  warehouse,  a one-to-four family residential
property  and  unimproved  land.  The $251,000  of  real  estate  owned  at
December 31, 1999 is net of  a  $311,000 allowance for loss.  See Note G of
Notes to Consolidated Financial Statements.

     CLASSIFIED ASSETS.  All loans  are  reviewed  on a regular basis under
the Company's asset classification policy.  The Company's  total classified
assets  at  December 31, 1999 (excluding loss assets specifically  reserved
for amounted to $716,000, of which $0 was classified as special mention and
$389,000 was  classified  as  substandard.  The largest classified asset at
December 31, 1999 consisted of  other  real  estate totaling $512,000.  The
Company has established reserves of $261,000 on this former furniture store
and warehouse.  See "-Asset Quality-Classified Assets."

     The  remaining $216,000 of substandard assets  at  December  31,  1999
consisted of (1) residential mortgage loans totaling $138,000, of which the
largest loan  had a balance of $45,000 at December 31, 1999, (2) other real
estate property  with  a balance of $50,000 which is fully reserved and (3)
consumer  loans totaling  $16,000.   The  $45,000  substandard  residential
mortgage  loan   is   secured  by  a  one-to-four  family  residence.   See
"Regulation - The Association - Classified Assets."

     ALLOWANCE FOR LOAN  LOSSES.   At  December  31,  1999,  the  Company's
allowance  for  loan losses amounted to $230,000 or 2.3% of the total  loan
portfolio.  The Company's  loan portfolio consists primarily of one-to-four
family residential loans and,  to  a  lesser extent, commercial real estate
loans, construction loans and consumer  loans.   The loan loss allowance is
maintained by management at a level considered adequate  to  cover possible
losses that are currently anticipated based on prior loan loss  experience,
known  and  inherent  risks  in the portfolio, adverse situations that  may
affect  the  borrower's ability  to  repay,  the  estimated  value  of  any
underlying collateral,  general  economic conditions, and other factors and
estimates  which  are subject to change  over  time.   Although  management
believes  that  it  uses  the  best  information  available  to  make  such
determinations, future  adjustments to allowances may be necessary, and net
income   could  be  significantly   affected,   if   circumstances   differ
substantially   from   the   assumptions   used   in   making  the  initial
determinations.

     The  following  table  summarizes  changes in the allowance  for  loan
losses and other selected statistics for the periods presented:
<TABLE>
<CAPTION>
                                                At or for the Year Ended December 31,
                                           ---------------------------------------------
                                                  1999        1998        1997
                                                --------    --------    --------
                                                        (Dollars in Thousands)

<S>                                             <C>         <C>         <C>
Total Loans Outstanding                         $ 10,110    $  9,885    $ 10,112
                                                ========    ========    ========

Allowance for Loan Losses
-------------------------
 Beginning Balance                              $    506    $    482    $    527
 Provision (Credit) for Loan Losses                   --          24         (45)
 Loans Charged-Off (Recovered) (1)                  (276)         --          --
                                                --------    --------    --------

 Ending Balance                                 $    230    $    506    $    482
                                                ========    ========    ========

Allowance for Loan Losses as a Percent of
 Total Loans Outstanding                            2.27%       5.10%       4.80%

Allowance for Loan Losses as a Percent of
 Nonperforming Loans and Troubled
 Debt Restructurings                              129.94%      68.10%      74.16%
</TABLE>
________________________

(1)  There were no loan charge-off or recoveries in 1998 or 1997.

     The following table presents the allocation of the Company's allowance
for loan losses by type of loan at each of the dates indicated.
<TABLE>
<CAPTION>

                                                                          December 31,
                                        -------------------------------------------------------------------------------
                                                  1999                       1998                        1997
                                        ------------------------    ------------------------    -----------------------
                                                         Loan                        Loan                       Loan
                                                       Category                    Category                   Category
                                          Amount       as a % of     Amount        as a % of     Amount       as a % of
                                           of            Total         of            Total        of            Total
                                        Allowance        Loans      Allowance        Loans      Allowance       Loans
                                        ---------      ---------    ---------      ---------    ---------     ---------
<S>                                     <C>            <C>          <C>            <C>          <C>           <C>
One-to-Four Family Residential          $     200           87.0%   $     214           81.4%   $     211          79.7%
Construction                                   --             --           --             --           --           0.4
Commercial Real Estate                         --             --          272            6.9          271           7.3
Consumer                                       30           13.0           20           11.7           --          12.6
                                        ---------      ---------    ---------      ---------    ---------     ---------

  Total                                 $     230          100.0%   $     506          100.0%   $     482         100.0%
                                        =========      =========    =========      =========    =========     =========
</TABLE>

MORTGAGE-BACKED SECURITIES

    The Company has invested in a portfolio  of  mortgage-backed securities
that  are  insured  or  guaranteed  by  the  Federal  Home   Loan  Mortgage
Corporation  ("FHLMC"), the Federal National Mortgage Association  ("FNMA")
or the Government  National Mortgage Association ("GNMA").  Mortgage-backed
securities (which also  are known as mortgage participation certificates or
pass-through certificates)  represent a participation interest in a pool of
one- to four-family or multi-family  residential  mortgages,  the principal
and  interest  payments  on which are passed from the mortgage originators,
through intermediaries (generally  U.S.  government agencies and government
sponsored enterprises) that pool and repackage  the participation interests
in the form of securities, to investors such as the  Company.   FHLMC  is a
public  corporation  chartered  by  the  U.S. government and guarantees the
timely payment of interest and the ultimate  return  of  principal.   FHLMC
mortgage-backed  securities are not backed by the full faith and credit  of
the United States,  but  because  FHLMC  is  a  U.S.  government  sponsored
enterprise,  these securities are considered high quality investments  with
minimal  credit  risks.   The  GNMA  is  a  government  agency  within  the
Department  of  Housing  and  Urban  Development, which is intended to help
finance  government assisted housing programs.   The  GNMA  guarantees  the
timely payment of principal and interest, and GNMA securities are backed by
the full faith  and credit of the U.S. Government.  The FNMA guarantees the
timely payment of  principal and interest, and FNMA securities are indirect
obligations of the U.S. government.

    The $26.1 million  of  mortgage-backed  securities at December 31, 1999
were accounted for as available for sale and  are  thus  carried  at market
value.   For  additional  information  relating  to the Company's mortgage-
backed   securities,  see  Note  E  of  Notes  to  Consolidated   Financial
Statements.

   Mortgage-backed  securities  generally  yield  less  than the loans that
underlie  such  securities,  because of the cost of payment  guarantees  or
credit  enhancements that result  in  nominal  credit  risk.  In  addition,
mortgage-backed  securities  are more liquid than individual mortgage loans
and may be used to collateralize  obligations  of the Company.  In general,
mortgage-backed pass-through securities are weighted  at  no  more than 20%
for risk-based capital purposes, compared to an assigned risk weighting  of
50% to 100% for whole residential mortgage loans.  As a result, these types
of securities allow the Company to optimize regulatory capital to a greater
extent  than non-securitized whole loans.  While mortgage-backed securities
carry a reduced  credit  risk  as  compared to whole loans, such securities
remain subject to the risk that a fluctuating  interest  rate  environment,
along  with  other  factors  such  as  the  geographic distribution of  the
underlying mortgage loans, may alter the prepayment  rate  of such mortgage
loans and so affect both the prepayment speed and value of such securities.

     The  following  table  sets  forth  the  composition  of the Company's
mortgage-backed securities at each of the dates indicated.

<TABLE>
<CAPTION>

                                                                  December 31,
                                                      ------------------------------------
                                                        1999          1998          1997
                                                      --------      --------      --------
                                                                 (In Thousands)
<S>                                                   <C>           <C>           <C>
Mortgage- Backed Securities Held to Maturity:
  FNMA                                                $     --      $     --      $ 15,256
  FHLMC                                                     --            --         3,773
  GNMA                                                      --            --         2,801
                                                      --------      --------      --------
    Subtotal                                                --            --        21,830
                                                      --------      --------      --------
Mortgage- Backed Securities Available for Sale:
  FNMA                                                $ 14,284      $ 16,476      $  4,963
  FHLMC                                                  5,052         3,941         1,142
  GNMA                                                   6,718         6,975           510
                                                      --------      --------      --------
    Subtotal                                            26,054        27,392         6,615
                                                      --------      --------      --------

Total                                                 $ 26,054      $ 27,392      $ 28,445
                                                      ========      ========      ========
</TABLE>

     Information regarding the contractual maturities and weighted  average
yield of the Company's mortgage-backed securities portfolio at December 31,
1999  is  presented below.  Due to repayments of the underlying loans,  the
actual maturities of mortgage-backed securities generally are substantially
less than the scheduled maturities.
<TABLE>
<CAPTION>
                                                    Amounts at December 31, 1999 Which Mature in
                                        --------------------------------------------------------------------
                                        One  Year    After One to    After Five to    Over  10
                                         Or Less      Five Years        10 Years        Years        Total
                                        ---------    ------------    -------------    ---------    ---------
                                                                (Dollars In Thousands)
<S>                                     <C>          <C>             <C>              <C>          <C>
Held to Maturity:
 FNMA                                   $      --    $      --       $      --        $      --    $      --
 FHLMC                                         --           --              --               --           --
 GNMA                                          --           --              --               --           --
                                        ---------    ---------       ---------        ---------    ---------
   Total                                $      --    $      --       $      --        $      --    $      --
                                        =========    =========       =========        =========    =========
Weighted Average Yield                         --%          --%             --%              --%          --%
                                        =========    =========       =========        =========    =========

Available for Sale:
 FNMA                                   $   1,560    $   4,085       $   3,238        $   5,401    $  14,284
 FHLMC                                        752        1,471             956            1,860        5,039
 GNMA                                         966        2,405           1,421            1,939        6,731
                                        ---------    ---------       ---------        ---------    ---------
   Total                                $   3,278    $   7,961       $   5,615        $   9,200    $  26,054
                                        =========    =========       =========        =========    =========
Weighted Average Yield                       5.34%        5.68%           5.83%            5.84%        5.74%
                                        =========    =========       =========        =========    =========

Total Mortgage-Backed Securities:
 FNMA                                   $   1,560    $   4,085       $   3,238        $   5,401    $  14,284
 FHLMC                                        752        1,471             956            1,860        5,039
 GNMA                                         966        2,405           1,421            1,939        6,731
                                        ---------    ---------       ---------        ---------    ---------
   Total                                $   3,278    $   7,961       $   5,615        $   9,200    $  26,054
                                        =========    =========       =========        =========    =========
Weighted Average Yield                       5.34%        5.68%           5.83%            5.84%        5.74%
                                        =========    =========       =========        =========    =========
</TABLE>

     The following  table  sets  forth  the  purchases, sales and principal
repayments of the Company's mortgage-backed securities  during  the periods
indicated.
<TABLE>
<CAPTION>
                                                  At or For the
                                              Year Ended December 31,
                                      --------------------------------------
                                        1999           1998           1997
                                      --------       --------       --------
                                              (Dollars in Thousands)
<S>                                   <C>            <C>            <C>

Mortgage- Backed Securities at
  Beginning of Period                 $ 27,392       $ 28,445       $ 32,918
Purchases                                6,003          5,538            969
Repayments                              (6,195)        (5,578)        (3,769)
Sales                                       --         (1,136)        (1,650)
Mark to Market Adjustments              (1,054)           197             54
Amortizations of Premiums and
  Discounts, Net                           (92)           (74)           (77)
                                      --------       --------       --------
Mortgage- Backed Securities at
  End of Period                       $ 26,054       $ 27,392       $ 28,445
                                      ========       ========       ========

Weighted Average Yield at
  End of Period                           5.74%          6.53%          6.58%
                                      ========       ========       ========
</TABLE>

INVESTMENT SECURITIES

     The  investment  policy  of  the Company, which is established by  the
Board of Directors, is designed to  maintain  liquidity  within  regulatory
limits,  maintain  a balance of high-quality investments to minimize  risk,
provide  collateral  for   pledging   requirements,   provide   alternative
investments  when  loan  demand  is  low, maximize returns while preserving
liquidity and safety, and manage interest  rate  risk.   The Association is
required to maintain certain liquidity ratios and does so  by  investing in
securities  that  qualify  as  liquid  assets under OTS regulations.   Such
securities include obligations issued or  fully  guaranteed  by  the United
States Government and certain federal agency obligations.

     Investment  securities (excluding FHLB stock) totaled $5.5 million  or
11.8% of total assets at December 31, 1999.  All $5.5 million of investment
securities, which  consists  of  U.S. Government and agency securities, and
equity securities are accounted for  as  available for sale and are carried
at market value.  Of the $5.5 million of investment  securities, $1,020,000
or 18.5% mature within five years of December 31, 1999.


     The  following table sets forth certain information  relating  to  the
Company's investment securities portfolio at the dates indicated.
<TABLE>
<CAPTION>

                                                                         December 31,
                                      ----------------------------------------------------------------------------------
                                               1999                          1998                         1997
                                      -----------------------       ----------------------       -----------------------
                                      Carrying       Market         Carrying       Market        Carrying        Market
                                        Value         Value           Value        Value           Value         Value
                                      --------       --------       --------      --------       --------       --------
                                                                        (In Thousands)
<S>                                   <C>            <C>            <C>           <C>            <C>            <C>
Available for Sale:
  FHLB Notes                          $  2,591       $  2,591       $  2,749      $  2,749       $  2,787       $  2,785
  FNMA Notes                               216            216            734           734            200            200
  FHLMC Notes                            1,372          1,372          1,454         1,454          1,100          1,100
  SBA                                      983            983             --            --             --             --
  Other                                    348            348            367           367             --             --
                                      --------       --------       --------      --------       --------       --------

Total Available for Sale                 5,510          5,510          5,304         5,304          4,087          4,085
                                      --------       --------       --------      --------       --------       --------

Held to Maturity
  FHLB Stock                               541            541            512           512            483            483
                                      --------       --------       --------      --------       --------       --------

Total Held to Maturity                     541            541            512           512            483            483
                                      --------       --------       --------      --------       --------       --------

  Total                               $  6,051       $  6,051       $  5,816      $  5,816       $  4,570       $  4,568
                                      ========       ========       ========      ========       ========       ========
</TABLE>

  The following  table sets forth the amount of investment securities which
mature during each of the periods indicated and the weighted average yields
for each range of  maturities  at  December 31, 1999.  No tax-exempt yields
have been adjusted to a tax-equivalent basis.

<TABLE>
<CAPTION>
                                                    Amounts at December 31, 1999 Which Mature in
                                        --------------------------------------------------------------------
                                        One  Year    After One to    After Five to    Over  10
                                         Or Less      Five Years        10 Years        Years        Total
                                        ---------    ------------    -------------    ---------    ---------
                                                                (Dollars In Thousands)
<S>                                     <C>          <C>             <C>              <C>          <C>
Bonds and Other Debt Securities
  Available for Sale:
    FNMA                                $      --    $     216       $      --        $      --    $     216
    FHLMC                                      --          477           2,565              920        3,962
    GNMA                                       --           --              --               --           --
    SBA                                        38          163             271              512          984
    Other                                      --           --              --              222          222
                                        ---------    ---------       ---------        ---------    ---------

    Total                               $      38    $     856       $   2,836        $   1,654    $   5,384
                                        =========    =========       =========        =========    =========

  Weighted Average Yield                     6.23%        5.85%           6.54%            6.67%        6.73%
                                        =========    =========       =========        =========    =========

  Equity Securities:
    Other                                     126           --              --               --          126
    FHLB Stock (1)                             --           --              --              541          541
                                        ---------    ---------       ---------        ---------    ---------

    Total                               $     126    $      --       $      --        $     541    $     667
                                        =========    =========       =========        =========    =========

  Weighted Average Yield                       --%          --%             --%            6.00%        6.00%
                                        =========    =========       =========        =========    =========
</TABLE>
________________________

(1)  As a member of the FHLB of Dallas,  the  Association  is  required  to
maintain its investment in FHLB stock, which has no stated maturity.

  At December  31,  1999, the Company's investments in any one issuer which
exceeded more than 10%  of  the  Company's  total stockholders' equity were
FHLB  notes which had both a carrying value and  a  market  value  of  $2.6
million  at  December 31, 1999, FHLMC notes which had both a carrying value
and a market value  of  $1.5  million  at December 31, 1999, and FNMA notes
which had both a carrying value and a market  value of $734,000 at December
31, 1999.

SOURCES OF FUNDS

  GENERAL.   Deposits are the primary source of  the  Company's  funds  for
lending  and  other  investment  purposes.   In  addition  to deposits, the
Company  derives  funds from principal and interest payments on  loans  and
mortgage-backed securities.  Loan repayments are a relatively stable source
of funds, while deposit  inflows  and outflows are significantly influenced
by general interest rates and money  market  conditions.  Borrowings may be
used on a short-term basis to compensate for reductions in the availability
of funds from other sources.  They may also be  used on a longer-term basis
for general business purposes.

  DEPOSITS.   The Company's deposits are attracted  principally from within
the Company's primary market area through the offering of a broad selection
of  deposit instruments, including negotiable order of  withdrawal  ("NOW")
accounts,   money  market  deposit  accounts  ("MMDA's"),  regular  savings
accounts, and  term  certificate  accounts.   Included  among these deposit
products  are  individual retirement account certificates of  approximately
$4.2 million or  10.8%  of  total  deposits  at December 31, 1999.  Deposit
account  terms  vary,  with  the principal differences  being  the  minimum
balance required, the time periods the funds must remain on deposit and the
interest rate.

  The large variety of deposit  accounts  offered  by  the  Association has
increased the Association's ability to retain deposits and allowed it to be
more competitive in obtaining new funds, but has not eliminated  the threat
of disintermediation (the flow of funds away from savings institutions into
direct  investment  vehicles  such as government and corporate securities).
During  periods  of  high  interest   rates,  deposit  accounts  that  have
adjustable interest rates have been more  costly  than traditional passbook
accounts.    In  addition,  the  Association  is  subject   to   short-term
fluctuations in  deposit flows because funds in transaction accounts can be
withdrawn at any time  and  because 65.4% of the certificates of deposit at
December 31, 1999 mature in one year or less.  The Association's ability to
attract and maintain deposits  is affected by the rate consciousness of its
customers  and  their  willingness   to  move  funds  into  higher-yielding
accounts.  The Association's cost of funds  has  been, and will continue to
be, affected by money market conditions.

  The  following  table  shows  the  distribution of ,  and  certain  other
information relating to, the Company's  deposits  by type of deposit, as of
the dates indicated.
<TABLE>
<CAPTION>
                                                                         December  31,
                                        -----------------------------------------------------------------------
                                                1999                      1998                    1997
                                              --------                  --------                --------
                                                                 (Dollars in Thousands)
                                         Amount        %           Amount         %         Amount        %
                                        --------    --------      --------    --------     --------    --------
<S>                                     <C>         <C>           <C>         <C>          <C>         <C>
Certificate Accounts:
 2.00% - 2.99%                          $     22         0.1%     $     --          --%    $     --          --%
 3.00% - 3.99%                                 9         0.0            --          --           33          --
 4.00% - 4.99%                             7,738        20.2            --          --           --          --
 5.00% - 5.99%                            17,844        46.5        24,873        63.0       23,644        66.6
 6.00% - 6.99%                             4,255        11.1         5,942        15.0        2,293         6.5
 7.00% - 7.99%                               882         2.3            --          --        1,068         3.0
 8.00% or more                                --          --            --          --           --          --
                                        --------    --------      --------    --------     --------    --------

  Total Certificate Accounts              30,750        80.1        30,815        78.0       27,038        76.1
                                        --------    --------      --------    --------     --------    --------

Transaction Accounts:
 Passbook Savings                          4,680        12.2         5,128        13.0        5,483        15.4
 MMDAs                                       693         1.8           802         2.0        1,915         5.4
 Demand and NOW accounts                   2,245         5.9         2,750         7.0        1,098         3.1
                                        --------    --------      --------    --------     --------    --------

  Total Transaction Accounts               7,618        19.9         8,680        22.0        8,496        23.9
                                        --------    --------      --------    --------     --------    --------

Total Deposits                          $ 38,368       100.0%     $ 39,495       100.0%    $ 35,534       100.0%
                                        ========    ========      ========    ========     ========    ========
</TABLE>
  The following table presents the average balance  of each type of deposit
and  the  average  rate  paid  on  each  type  of deposit for  the  periods
indicated.
<TABLE>
<CAPTION>

                                                                  Year   Ended   December   31,
                                        ----------------------------------------------------------------------------
                                                1999                       1998                        1997
                                              --------                   --------                    --------
                                                     Average                    Average                     Average
                                        Average       Rate         Average       Rate          Average       Rate
                                        Balance       Paid         Balance       Paid          Balance       Paid
                                        --------     --------      --------     --------       --------     --------
                                                                   (Dollars in Thousands)
<S>                                     <C>          <C>           <C>          <C>            <C>          <C>
Passbook Savings Accounts               $  4,689         2.62%     $  5,295         2.63%      $  5,602         2.60%
Demand and NOW Accounts                    1,624         1.85         1,413         2.10          1,893         2.20
MMDAs                                        717         2.55           993         2.55          1,210         2.40
Certificates of Deposit                   34,857         5.37        32,054         5.50         27,242         5.53
                                        --------     --------      --------     --------       --------     --------

  Total Interest-Bearing Deposits       $ 41,887         4.88%     $ 39,755         4.92%      $ 35,947         4.79%
                                        ========     ========      ========     ========       ========     ========
</TABLE>

   The following table sets forth the savings flows  of  the Company during
the periods indicated.
<TABLE>
<CAPTION>
                                                           Year Ended December  31,
                                                        ------------------------------
                                                          1999       1998       1997
                                                        --------   --------   --------
                                                                (In Thousands)
<S>                                                     <C>        <C>        <C>
Increase (Decrease) Before Interest Credited(1)         $ (2,990)  $  2,077   $ (2,657)
Interest Credited                                          1,863      1,471      1,556
                                                        --------   --------   --------

  Net Increase (Decrease) in Deposits                   $ (1,127)  $  3,548   $ (1,101)
                                                        ========   ========   ========
</TABLE>
________________________

   (1)  The information provided is net of deposits and withdrawals because
the gross amount of deposits and withdrawals is not readily available.

     The  Association attempts to control the flow of deposits  by  pricing
its  accounts   to   remain  generally  competitive  with  other  financial
institutions in its market area, but does not necessarily seek to match the
highest  rates  paid  by   competing  institutions.   The  Association  has
generally not taken a position  of  price leadership in its markets, except
when there has been an opportunity to market longer term deposits.

     The  principal methods used by the  Association  to  attract  deposits
include  the   offering  of  a  wide  variety  of  services  and  accounts,
competitive interest rates and convenient office locations.

     The Association does not advertise for deposits outside of its primary
market area.  At  December  31,  1999, the Association had no deposits that
were obtained through deposit brokers.   The  Association does not actively
solicit broker deposits and does not pay fees to such brokers.

     The following table presents, by various interest rate categories, the
amount of certificates of deposit at December 31,  1999 which mature during
the periods indicated.
<TABLE>
<CAPTION>
                                                   Balance at December 31, 1999,
                                           Maturing in the 12 Months Ending December 31,
                                --------------------------------------------------------------
                                   2000         2001         2002      Thereafter      Total
                                ----------   ----------   ----------   ----------   ----------
                                                        (In Thousands)
<S>                             <C>          <C>          <C>          <C>          <C>
Certificates of Deposit
-----------------------
  2.00% - 2.99%                 $       22   $       --   $       --   $       --   $       22
  3.00% - 3.99%                          9           --           --           --            9
  4.00% - 4.99%                      6,267        1,262          148           61        7,738
  5.00% - 5.99%                     12,864        2,385        2,463          131       17,843
  6.00% - 6.99%                        536          555          662        2,502        4,255
  7.00% - 7.99%                        410          245          228           --          883
                                ----------   ----------   ----------   ----------   ----------
  Total Certificate Accounts    $   20,108   $    4,447   $    3,501   $    2,694   $   30,750
                                ==========   ==========   ==========   ==========   ==========
</TABLE>

     The  following  table  sets  forth  the  maturities of  the  Company's
certificates of deposit of $100,000 or more at  December  31,  1999 by time
remaining to maturity.
<TABLE>
<CAPTION>

Maturing During Quarter Ending                   Amounts
------------------------------                  -----------
                                               (In Thousands)
<S>                                             <C>
March 31, 2000                                  $       203
June 30, 2000                                           305
September 30, 2000                                      734
December 31, 2000                                        --
After December 31, 2000                               1,888
                                                -----------
     Total Certificates of Deposit With
     Balances of $100,000 or More               $     3,130
                                                ===========
</TABLE>


BORROWINGS

     The Association may obtain advances from the FHLB of Dallas  upon  the
security  of  the  common  stock  it  owns  in that bank and certain of its
residential  mortgage  loans,  investment  securities  and  mortgage-backed
securities, provided certain standards related  to  credit  worthiness have
been  met.   See  "Regulation  -  The Association - Federal Home Loan  Bank
System."  Such advances are made pursuant  to several credit programs, each
of which has its own interest rate and range  of maturities.  Such advances
are generally available to meet seasonal and other  withdrawals  of deposit
accounts   and   to  permit  increased  lending.   At  December  31,  1999,
outstanding advances  from  FHLB  totaled  $1,000,000,  at 5.923%, maturing
January 20, 2000.  The Association did not have any advances  from the FHLB
at December 31, 1998.

SUBSIDIARIES

     The  Association  is  a  wholly-owned  subsidiary of the Company.   At
December  31, 1999, the Association had no subsidiaries.   Under  Louisiana
law, a state-chartered  association  may  invest up to 10% of its assets in
service organizations or corporations.

     On December 23, 1996, the Company acquired a 70% interest in Jefferson
Community Lending, which was engaged in the  business  of mortgage lending.
During 1998, the Company continued a restructuring plan to reduce costs and
increase future operating efficiencies by consolidating  the  operations of
Jefferson  Lending  into  those  of  the  Association  and  commencing  the
dissolution of Jefferson Community Lending.

     In  January  1998,  the Company formed Algiers.Com, Inc.  Algiers.Com,
Inc. owns a 51% interest in  Planet  Mortgage,  L.L.C. ("Planet Mortgage"),
which  was  formed  during  1998.   Planet  Mortgage  is   engaged  in  the
solicitation   of   mortgage   loans   through   its   internet   site   at
www.planetmortgage.com.

COMPETITION

     The  Company faces significant competition both in attracting deposits
and in making  loans.   Its  most  direct competition for deposits has come
historically  from  commercial  banks,  credit  unions  and  other  savings
institutions  located in its primary  market  area,  including  many  large
financial institutions which have greater financial and marketing resources
available to them.   Some  of  the Company's major competitors include Bank
One,  Hibernia National Bank, Whitney  National  Bank  and  Fifth  District
Savings  and  Loan.   In addition, the Company faces additional significant
competition for investors'  funds from short-term money market mutual funds
and issuers of corporate and  government  securities.  The Company competes
for  deposits  principally  by offering depositors  a  variety  of  deposit
programs.  The Company does not  rely  upon  any individual group or entity
for  a material portion of its deposits.  The Company  estimates  that  its
market  share  of  total  deposits  in Orleans parish and Jefferson parish,
Louisiana is less than 1.0%.

     The Company's competition for real estate loans comes principally from
mortgage banking companies, commercial  banks,  other  savings institutions
and  credit  unions.  The Company competes for loan originations  primarily
through the interest rates and loan fees it charges, and the efficiency and
quality of services it provides borrowers and real estate brokers.  Factors
which affect competition  include  general  and  local economic conditions,
current interest rate levels and volatility in the mortgage markets.

EMPLOYEES

     The  Company  and  its  subsidiaries  had  19 full-time  employees  at
December 31, 1999.  None of these employees are represented by a collective
bargaining agent, and the Company believes that it  enjoys  good  relations
with its personnel.

                                REGULATION

THE COMPANY

   GENERAL.  The Company, as a registered savings and loan holding  company
within  the  meaning of the Home Owners' Loan Act, as amended ("HOLA"),  is
subject  to  OTS   regulations,  examinations,  supervision  and  reporting
requirements.  As a  subsidiary  of a savings and loan holding company, the
Association is subject to certain  restrictions  in  its  dealings with the
Company and affiliates thereof.

   ACTIVITIES  RESTRICTIONS.   There are generally no restrictions  on  the
activities of a savings and loan  holding  company  which  holds  only  one
subsidiary  savings  institution.   However,  if  the  Director  of the OTS
determines  that there is reasonable cause to believe that the continuation
by a savings  and loan holding company of an activity constitutes a serious
risk to the financial  safety,  soundness  or  stability  of its subsidiary
savings  institution, the Director may impose such restrictions  as  deemed
necessary to address such risk, including limiting (i) payment of dividends
by  the  savings   institution;   (ii)  transactions  between  the  savings
institution and its affiliates; and  (iii)  any  activities  of the savings
institution  that might create a serious risk that the liabilities  of  the
holding  company   and  its  affiliates  may  be  imposed  on  the  savings
institution.  Notwithstanding  the  above  rules as to permissible business
activities of unitary savings and loan holding  companies,  if  the savings
institution  subsidiary  of  such  a holding company fails to meet the  QTL
test, as discussed under "-The Association - Qualified Thrift Lender Test,"
then  such  unitary  holding  company also  shall  become  subject  to  the
activities restrictions applicable  to  multiple  savings  and loan holding
companies and, unless the savings institution requalifies as  a  QTL within
one  year  thereafter,  shall  register  as,  and  become  subject  to  the
restrictions  applicable to, a bank holding company.  See "-The Association
- Qualified Thrift Lender Test."

     If the Company were to acquire control of another savings institution,
other  than  through   merger   or  other  business  combination  with  the
Association, the Company would thereupon become a multiple savings and loan
holding  company.   Except  where  such  acquisition  is  pursuant  to  the
authority  to  approve  emergency  thrift   acquisitions   and  where  each
subsidiary savings institution meets the QTL test, as set forth  below, the
activities  of  the  Company  and  any of its subsidiaries (other than  the
Association or other subsidiary savings  institutions)  would thereafter be
subject to further restrictions.  Among other things, no  multiple  savings
and  loan  holding  company  or  subsidiary  thereof which is not a savings
institution shall commence or continue for a limited  period  of time after
becoming a multiple savings and loan holding company or subsidiary  thereof
any business activity, except upon prior notice to and no objection by  the
OTS,  other  than:  (i)  furnishing or performing management services for a
subsidiary savings institution;  (ii)  conducting  an  insurance  agency or
escrow business; (iii) holding, managing, or liquidating assets owned by or
acquired  from  a  subsidiary savings institution; (iv) holding or managing
properties used or occupied by a subsidiary savings institution; (v) acting
as trustee under deeds  of  trust;  (vi)  those  activities  authorized  by
regulation  as  of  March  5, 1987 to be engaged in by multiple savings and
loan  holding  companies; or (vii)  unless  the  Director  of  the  OTS  by
regulation prohibits or limits such activities for savings and loan holding
companies, those  activities  authorized by the FRB as permissible for bank
holding companies.  Those activities  described in (vii) above also must be
approved by the Director of the OTS prior to being engaged in by a multiple
savings and loan holding company.

     LIMITATIONS  ON  TRANSACTIONS WITH AFFILIATES.   Transactions  between
savings institutions and  any  affiliates  are governed by Sections 23A and
23B  of the Federal Reserve Act and OTS regulations.   An  affiliate  of  a
savings  institution is any company or entity which controls, is controlled
by or is under  common  control with the savings institution.  In a holding
company context, the parent  holding company of a savings institution (such
as the Company) and any companies  which  are  controlled  by  such  parent
holding company are affiliates of the savings institution.  Generally, such
provisions  (i)  limit  the  extent to which the savings institution or its
subsidiaries may engage in "covered transactions" with any one affiliate to
an amount equal to 10% of such institution's capital stock and surplus, and
contain an aggregate limit on  all such transactions with all affiliates to
an amount equal to 20% of such capital  stock  and surplus and (ii) require
that all such transactions be on terms substantially  the same, or at least
as favorable, to the institution or subsidiary as those  provided to a non-
affiliate.   The term "covered transaction" includes the making  of  loans,
purchase of assets, issuance of a guarantee and other similar transactions.
In addition to  the  restrictions  imposed  by  such provisions, no savings
institution may (i) loan or otherwise extend credit to an affiliate, except
for any affiliate which engages only in activities  which  are  permissible
for  bank  holding  companies,  or  (ii)  purchase or invest in any stocks,
bonds, debentures, notes or similar obligations  of  any  affiliate, except
for affiliates which are subsidiaries of the savings institution.

     In addition, Sections 22(h) and (g) of the Federal Reserve  Act  place
restrictions  on  loans  to  executive  officers,  directors  and principal
stockholders.   Under  Section  22(h),  loans  to  a director, an executive
officer and to a greater than 10% stockholder of a savings institution, and
certain affiliated interests of either, may not exceed,  together  with all
other  outstanding  loans  to  such  person  and  affiliated interests, the
savings institution's loans to one borrower limit (generally  equal  to 15%
of  the  institution's unimpaired capital and surplus).  Section 22(h) also
requires  that   loans  to  directors,  executive  officers  and  principal
stockholders  be made  on  terms  substantially  the  same  as  offered  in
comparable transactions  to  other  persons  and  also requires prior board
approval  for  certain  loans.   In  addition,  the  aggregate   amount  of
extensions of credit by a savings institution to all insiders cannot exceed
the  institution's  unimpaired  capital  and surplus.  Furthermore, Section
22(g) places additional restrictions on loans  to  executive  officers.  At
December  31,  1999,  the  Association  was  in  compliance  with the above
restrictions.

     RESTRICTIONS  ON  ACQUISITIONS.   Except  under limited circumstances,
savings and loan holding companies are prohibited  from  acquiring, without
prior approval of the Director of the OTS, (i) control of any other savings
institution  or savings and loan holding company or substantially  all  the
assets thereof  or  (ii)  more  than  5%  of the voting shares of a savings
institution or holding company thereof which  is  not a subsidiary.  Except
with the prior approval of the Director of the OTS,  no director or officer
of a savings and loan holding company or person owning  or  controlling  by
proxy  or  otherwise  more  than  25%  of such company's stock, may acquire
control  of  any  savings  institution, other  than  a  subsidiary  savings
institution, or of any other savings and loan holding company.

     The Director of the OTS may only approve acquisitions resulting in the
formation of a multiple savings  and  loan  holding  company which controls
savings institutions in more than one state if (i) the multiple savings and
loan holding company involved controls a savings institution which operated
a  home  or  branch  office located in the state of the institution  to  be
acquired as of March 5,  1987;  (ii)  the acquirer is authorized to acquire
control of the savings institution pursuant  to  the  emergency acquisition
provisions  of  the Federal Deposit Insurance Act ("FDIA");  or  (iii)  the
statutes of the state  in  which  the institution to be acquired is located
specifically permit institutions to  be  acquired  by  the  state-chartered
institutions  or  savings and loan holding companies located in  the  state
where the acquiring  entity  is  located  (or  by  a  holding  company that
controls such state-chartered savings institutions).

     Under  the Bank Holding Company Act of 1956, the FRB is authorized  to
approve an application  by  a  bank holding company to acquire control of a
savings institution.  In addition,  a  bank holding company that controls a
savings institution may merge or consolidate  the assets and liabilities of
the savings institution with, or transfer assets  and  liabilities  to, any
subsidiary  bank which is a member of the Bank Insurance Fund ("BIF")  with
the approval  of  the appropriate federal banking agency and the FRB.  As a
result of these provisions,  there  have  been  a number of acquisitions of
savings institutions by bank holding companies in recent years.

THE ASSOCIATION

     GENERAL.  The OFI is the Association's chartering  authority,  and the
OTS  is  the Association's primary federal regulator.  The OTS and the  OFI
have extensive authority over the operations of Louisiana-chartered savings
institutions.  As part of this authority, savings institutions are required
to file periodic  reports  with  the  OTS  and  the  OFI and are subject to
periodic examinations by the OTS, the OFI and the FDIC.  The investment and
lending authority of savings institutions are prescribed  by  federal  laws
and  regulations, and such institutions are prohibited from engaging in any
activities not permitted by such laws and regulations.  Such regulation and
supervision is primarily intended for the protection of depositors.

     The OTS' enforcement authority over all savings institutions and their
holding companies includes, among other things, the ability to assess civil
money  penalties,  to  issue  cease  and  desist  or  removal orders and to
initiate injunctive actions.  In general, these enforcement  actions may be
initiated  for  violations  of laws and regulations and unsafe and  unsound
practices.   Other  actions  or   inactions   may  provide  the  basis  for
enforcement actions, including misleading or untimely  reports  filed  with
the OTS.

     INSURANCE OF ACCOUNTS.  The deposits of the Association are insured to
the  maximum  extent  permitted  by  the SAIF, which is administered by the
FDIC, and are backed by the full faith  and  credit of the U.S. Government.
As  insurer,  the FDIC is authorized to conduct  examinations  of,  and  to
require reporting  by, FDIC-insured institutions.  It also may prohibit any
FDIC-insured institution  from engaging in any activity the FDIC determines
by regulation or order to pose a serious threat to the FDIC.  The FDIC also
has  the  authority  to  initiate   enforcement   actions  against  savings
institutions, after giving the OTS an opportunity to take such action.

     Under current FDIC regulations, institutions are  assigned  to  one of
three   capital   groups  which  are  based  solely  on  the  level  of  an
institution's capital--"well  capitalized,"  "adequately  capitalized," and
"undercapitalized"--which are defined in the same manner as the regulations
establishing  the  prompt corrective action system discussed  below.  These
three groups are then  divided  into  three subgroups which reflect varying
levels  of  supervisory concern, from those  which  are  considered  to  be
healthy to those  which  are  considered  to  be of substantial supervisory
concern.

     The deposits of the Association are currently  insured  by  the  SAIF.
Both  the  SAIF and the BIF, the federal deposit insurance fund that covers
commercial bank  deposits,  are  required  by  law to attain and thereafter
maintain a reserve ratio of 1.25% of insured deposits.

     In the fourth quarter of 1996, the FDIC lowered  the  assessment rates
for  SAIF members to reduce the disparity in the assessment rates  paid  by
BIF and  SAIF  members.   Beginning  October  1, 1996, effective SAIF rates
generally  range  from  zero basis points to 27 basis  points.   From  1998
through 1999, SAIF members  will  pay  6.4  basis  points to fund the FICO,
while BIF member institutions will pay approximately 1.3 basis points.  The
Association's insurance premiums, which had amounted  to  23  basis points,
were thus reduced to 6.4 basis points effective January 1, 1998.

     The FDIC may terminate the deposit insurance of any insured depository
institution,  including  the  Association, if it determines after a hearing
that the institution has engaged  or  is  engaging  in  unsafe  or  unsound
practices, is in an unsafe or unsound condition to continue operations,  or
has violated any applicable law, regulation, order or any condition imposed
by  an  agreement  with  the  FDIC.   It also may suspend deposit insurance
temporarily during the hearing process  for  the  permanent  termination of
insurance,  if  the  institution has no tangible capital.  If insurance  of
accounts is terminated,  the accounts at the institution at the time of the
termination, less subsequent  withdrawals, shall continue to be insured for
a period of six months to two years, as determined by the FDIC.  Management
is aware of no existing circumstances  which would result in termination of
the Association's deposit insurance.

     REGULATORY   CAPITAL   REQUIREMENTS.    Federally    insured   savings
institutions are required to maintain minimum levels of regulatory capital.
The  OTS  has  established  capital  standards  applicable  to all  savings
institutions.   These  standards  generally  must  be as stringent  as  the
comparable capital requirements imposed on national banks.  The OTS also is
authorized to impose capital requirements in excess  of  these standards on
individual institutions on a case-by-case basis.

     Current OTS capital standards require savings institutions  to satisfy
three  different  capital  requirements.   Under  these  standards, savings
institutions  must maintain "tangible" capital equal to at  least  1.5%  of
adjusted total  assets,  "core"  capital equal to at least 3.0% of adjusted
total assets and "total" capital (a combination of core and "supplementary"
capital) equal to at least 8.0% of "risk-weighted" assets.  For purposes of
the regulation, core capital generally  consists  of  common  stockholders'
equity (including retained earnings).  Tangible capital is given  the  same
definition  as core capital but is reduced by the amount of all the savings
institution's   intangible  assets,  with  only  a  limited  exception  for
purchased mortgage servicing rights.  At December 31, 1999, the Association
had no intangible  assets  which  are  deducted  in  computing its tangible
capital.  Both core and tangible capital are further reduced  by  an amount
equal   to   a   savings  institution's  debt  and  equity  investments  in
subsidiaries engaged in activities not permissible to national banks (other
than subsidiaries  engaged  in activities undertaken as agent for customers
or in mortgage banking activities and subsidiary depository institutions or
their holding companies).  At  December  31,  1999,  the Association had no
subsidiaries.

     In determining compliance with the risk-based capital  requirement,  a
savings   institution   is   allowed  to  include  both  core  capital  and
supplementary capital in its total  capital,  provided  that  the amount of
supplementary  capital  included  does not exceed the savings institution's
core  capital.   Supplementary  capital   generally   consists  of  general
allowances  for  loan  losses  up  to  a maximum of 1.25% of  risk-weighted
assets, together with certain other items.   In  determining  the  required
amount  of  risk-based capital, total assets, including certain off-balance
sheet items, are multiplied by a risk weight based on the risks inherent in
the type of assets.   The  risk  weights  assigned by the OTS for principal
categories of assets are (i) 0% for cash and  securities issued by the U.S.
Government or unconditionally backed by the full  faith  and  credit of the
U.S.  Government;  (ii)  20%  for securities (other than equity securities)
issued by U.S. Government-sponsored agencies and mortgage-backed securities
issued by, or fully guaranteed as to principal and interest by, the FNMA or
the  FHLMC,  except  for those classes  with  residual  characteristics  or
stripped mortgage-related  securities; (iii) 50% for prudently underwritten
permanent one- to four-family  first  lien  mortgage loans not more than 90
days delinquent and having a loan-to-value ratio  of  not  more than 80% at
origination unless insured to such ratio by an insurer approved by the FNMA
or  the  FHLMC, qualifying residential bridge loans made directly  for  the
construction of one- to four-family residences, and qualifying multi-family
residential  loans;  and  (iv)  100%  for  all other loans and investments,
including  consumer  loans,  commercial  loans,  and  one-  to  four-family
residential  real  estate  loans  more than 90  days  delinquent,  and  for
repossessed assets.

     In  August  1993,  the  OTS adopted  a  final  rule  incorporating  an
interest-rate risk component into the risk-based capital regulation.  Under
the rule, an institution with  a  greater  than  "normal" level of interest
rate  risk  will  be  subject  to  a  deduction of its interest  rate  risk
component from total capital for purposes  of  calculating  its  risk-based
capital.   As  a  result,  such an institution will be required to maintain
additional  capital  in  order   to  comply  with  the  risk-based  capital
requirement.  An institution with  a  greater  than  "normal" interest rate
risk is defined as an institution that would suffer a loss of net portfolio
value exceeding 2.0% of the estimated economic value of  its  assets in the
event  of  a  200  basis  point  increase  or  decrease (with certain minor
exceptions) in interest rates.  The interest rate  risk  component  will be
calculated, on a quarterly basis, as one-half of the difference between  an
institution's  measured  interest  rate  risk  and  2.0%, multiplied by the
economic value of its assets.  The rule also authorizes the Director of the
OTS, or his designee, to waive or defer an institution's interest rate risk
component on a case-by-case basis.  The final rule was originally effective
as of January 1, 1994, subject however to a two quarter  "lag" time between
the reporting date of the data used to calculate an institution's  interest
rate  risk  and  the  effective  date  of each quarter's interest rate risk
component.  However, in October 1994 the Director of the OTS indicated that
it would waive the capital deductions for  institutions with a greater than
"normal" risk until the OTS published an appeals  process.   On  August 21,
1995, the OTS released Thrift Bulletin 67 which established (i) an  appeals
process  to  handle  "requests  for  adjustments" to the interest rate risk
component and (ii) a process by which  "well-capitalized"  institutions may
obtain authorization to use their own interest rate risk model to determine
their  interest  rate  risk component.  The Director of the OTS  indicated,
concurrent with the release  of  Thrift  Bulletin  67,  that  the  OTS will
continue  to delay the implementation of the capital deduction for interest
rate risk pending  the  testing  of the appeals process set forth in Thrift
Bulletin 67.

     At December 31, 1999, the Association  exceeded  all of its regulatory
capital requirements, with tangible, core and risk-based  capital ratios of
15.1%, 15.1% and 64.1%, respectively.  The following table  sets  forth the
Association's    compliance   with  each  of  the  above-described  capital
requirements as of December 31, 1999.
<TABLE>
<CAPTION>
                                                 Tangible       Core        Risk-Based
                                                  Capital      Capital(1)   Capital(2)
                                                ----------    ----------    ----------
                                                        (Dollars in Thousands)
<S>                                             <C>           <C>           <C>
Capital Under GAAP                              $    6,480    $    6,480    $    6,480
Additional Capital Items:
 General Valuation Allowances (3)                       --            --           151
 Net Realized Loss on Securities
  Available for Sale                                   711           711           711
                                                ----------    ----------    ----------
Regualtory Capital                                   7,191         7,191         7,342
Minimum Required Regulatory Capital (4)                713         1,425           916
                                                ----------    ----------    ----------

Excess Regulatory Capital                       $    6,478    $    5,766    $    6,426
                                                ==========    ==========    ==========

Regulatory Capital as a Percentage                   15.13%        15.13%        64.14%
Minimum Capital Required as a Percentage (4)          1.50          3.00          8.00
                                                ----------    ----------    ----------

Regulatory Capital as a Percentage
 in Excess of Requirements                           13.63%        12.13%        56.14%
                                                ==========    ==========    ==========
</TABLE>
________________________

    (1) Does not reflect the 4.0%  requirement  to  be  met in order for an
        institution  to  be  "adequately  capitalized."   See   "   -Prompt
        Corrective Action."
    (2) Does not reflect the interest-rate risk component in the risk-based
        capital requirement, the effective date of which has been postponed
        as discussed above.
    (3) General  valuation  allowances are only used in the calculation  of
        risk-based capital.   Such allowances are limited to 1.25% of risk-
        weighted assets.
    (4) Tangible and core capital  are computed as a percentage of adjusted
        total assets of $47.5 million.  Risk-based capital is computed as a
        percentage of adjusted risk-weighted assets of $11.4 million.

     Effective November 28, 1994, the OTS revised its interim policy issued
in August 1993 under which savings institutions  computed  their regulatory
capital   in   accordance  with  SFAS  No.  115,  "Accounting  for  Certain
Investments in Debt  and Equity Securities."  Under the revised OTS policy,
savings institutions must  value securities available for sale at amortized
cost  for  regulatory capital  purposes.   This  means  that  in  computing
regulatory capital,  savings  institutions  should  add back any unrealized
losses  and  deduct  any  unrealized gains, net of income  taxes,  on  debt
securities reported as a separate component of GAAP capital.

     Any savings institution  that fails any of the capital requirements is
subject to possible enforcement  actions  by  the  OTS  or  the FDIC.  Such
actions could include a capital directive, a cease and desist  order, civil
money  penalties,  the  establishment  of restrictions on the institution's
operations, termination of federal deposit insurance and the appointment of
a conservator or receiver.  The OTS' capital  regulation provides that such
actions, through enforcement proceedings or otherwise, could require one or
more of a variety of corrective actions.

     PROMPT  CORRECTIVE  ACTION.   Under  the  prompt   corrective   action
regulations  of  the  OTS,  an  institution  is  deemed  to  be  (i)  "well
capitalized"  if  it  has  total risk-based capital of 10.0% or more, has a
Tier 1 risk-based capital ratio  of  6.0%  or  more,  has a Tier 1 leverage
capital  ratio  of 5.0% or more and is not subject to any  order  or  final
capital directive  to  meet  and  maintain a specific capital level for any
capital measure, (ii) "adequately capitalized" if it has a total risk-based
capital ratio of 8.0% or more, a Tier 1 risk-based capital ratio of 4.0% or
more and a Tier 1 leverage capital  ratio  of  4.0%  or  more  (3.0%  under
certain   circumstances)   and  does  not  meet  the  definition  of  "well
capitalized," (iii) "undercapitalized" if it has a total risk-based capital
ratio that is less than 8.0%,  a  Tier  1  risk-based capital ratio that is
less than 4.0% or a Tier 1 leverage capital  ratio  that  is less than 4.0%
(3.0%  under  certain circumstances), (iv) "significantly undercapitalized"
if it has a total risk-based capital ratio that is less than 6.0%, a Tier 1
risk-based capital  ratio  that  is  less  than  3.0%  or a Tier 1 leverage
capital ratio that is less than 3.0%, and (v) "critically undercapitalized"
if it has a ratio of tangible equity to total assets that  is  equal  to or
less  than  2.0%.   Under specified circumstances, a federal banking agency
may reclassify a well capitalized institution as adequately capitalized and
may require an adequately  capitalized  institution  or an undercapitalized
institution to comply with supervisory actions as if it  were  in  the next
lower  category  (except  that  the FDIC may not reclassify a significantly
undercapitalized institution as critically undercapitalized).

     An institution generally must  file a written capital restoration plan
which meets specified requirements with  its  appropriate  federal  banking
agency  within 45 days of the date that the institution receives notice  or
is deemed  to  have  notice  that  it  is  undercapitalized,  significantly
undercapitalized or critically undercapitalized.  A federal banking  agency
must provide the institution with written notice of approval or disapproval
within  60  days  after  receiving  a  capital restoration plan, subject to
extensions by the agency.  An institution  which  is  required  to submit a
capital restoration plan must concurrently submit a performance guaranty by
each  company that controls the institution.  In addition, undercapitalized
institutions  are  subject  to  various  regulatory  restrictions,  and the
appropriate   federal   banking   agency   also  may  take  any  number  of
discretionary supervisory actions.

     At December 31, 1999, the Association was  deemed  a  well capitalized
institution  for  purposes  of  the  above regulations and as such  is  not
subject to the above mentioned restrictions.

     SAFETY AND SOUNDNESS.  The OTS and other federal banking agencies have
established guidelines for safety and soundness, addressing operational and
managerial standards, as well as compensation matters for insured financial
institutions.  Institutions failing to meet these standards are required to
submit compliance plans to their appropriate  federal  regulators.  The OTS
and  the  other agencies have also established guidelines  regarding  asset
quality and  earnings  standards for insured institutions.  The Association
believes that it is in compliance with these guidelines and standards.

     LIQUIDITY REQUIREMENTS.   All  savings  institutions  are  required to
maintain  an  average  daily  balance  of  liquid assets equal to a certain
percentage  of  the sum of its average daily balance  of  net  withdrawable
deposit accounts and borrowings payable in one year or less.  The liquidity
requirement may vary  from time to time (between 4% and 10%) depending upon
economic conditions and  savings flows of all savings institutions.  At the
present time, the required  minimum  liquid asset ratio is 4%.  At December
31, 1999, the Association's liquidity ratio was 7.47%.

     CAPITAL DISTRIBUTIONS.  OTS regulations  govern  capital distributions
by savings institutions, which include cash dividends, stock redemptions or
repurchases,  cash-out  mergers,  interest payments on certain  convertible
debt and other transactions charged  to  the  capital  account of a savings
institution  to  make  capital  distributions.   Generally, the  regulation
creates  a safe harbor for specified levels of capital  distributions  from
institutions  meeting  at least their minimum capital requirements, so long
as such institutions notify  the  OTS  and  receive  no  objection  to  the
distribution  from the OTS.  Savings institutions and distributions that do
not qualify for  the  safe harbor are required to obtain prior OTS approval
before making any capital distributions.

     Generally, a savings  institution  that  before and after the proposed
distribution  meets  or  exceeds its fully phased-in  capital  requirements
(Tier 1 institutions) may  make  capital  distributions during any calendar
year equal to the higher of (i) 100% of net  income  for the calendar year-
to-date  plus 50% of its "surplus capital ratio" at the  beginning  of  the
calendar year  or  (ii) 75% of net income over the most recent four-quarter
period.  The "surplus  capital  ratio" is defined to mean the percentage by
which the institution's tangible,  core or risk-based capital ratio exceeds
its  tangible, core or risk-based capital  requirement.   Failure  to  meet
minimum capital requirements will result in further restrictions on capital
distributions,   including   possible   prohibition  without  explicit  OTS
approval.  See "-Regulatory Capital Requirements."

     In order to make distributions under  these  safe  harbors, Tier 1 and
Tier 2 institutions must submit 30 days written notice to  the OTS prior to
making  the  distribution.   The OTS may object to the distribution  during
that 30-day period based on safety  and soundness concerns.  In addition, a
Tier 1 institution deemed to be in need  of more than normal supervision by
the OTS may be downgraded to a Tier 2 or Tier  3 institution as a result of
such a determination.

     At December 31, 1999, the Association was a  Tier  1  institution  for
purposes of this regulation.

     On December 5, 1994, the OTS published a notice of proposed rulemaking
to   amend  its  capital  distribution  regulation.   Under  the  proposal,
institutions  would  be  permitted  to only make capital distributions that
would not result in their capital being reduced below the level required to
remain "adequately capitalized," as defined above under "-Prompt Corrective
Action."   Because  the Association will  be  a  subsidiary  of  a  holding
company, the proposal  would  require  the Association to provide notice to
the OTS of its intent to make a capital distribution.  The Association does
not believe that the proposal will adversely  affect  its  ability  to make
capital distributions if it is adopted substantially as proposed.

     LOANS  TO  ONE  BORROWER.   The  permissible  amount  of  loans-to-one
borrower  now  generally  follows the national bank standard for all  loans
made by savings institutions.   The  national  bank standard generally does
not permit loans-to-one borrower to exceed the greater  of  $500,000 or 15%
of  unimpaired  capital  and  surplus.   Loans  in  an amount equal  to  an
additional 10% of unimpaired capital and surplus also  may  be  made  to  a
borrower  if  the loans are fully secured by readily marketable securities.
For information  about  the  largest  borrowers  from  the Association, see
"Business  -  Lending  Activities  -  Real  Estate  Lending  Standards  and
Underwriting Policies."

     CLASSIFIED  ASSETS.   Federal  regulations  require that each  insured
savings institution classify its assets on a regular  basis.   In addition,
in connection with examinations of insured institutions, federal  examiners
have  authority  to  identify  problem assets and, if appropriate, classify
them.  There are three classifications  for  problem assets: "substandard,"
"doubtful"  and  "loss."   Substandard  assets have  one  or  more  defined
weaknesses  and  are  characterized by the distinct  possibility  that  the
insured institution will  sustain  some  loss  if  the deficiencies are not
corrected.  Doubtful assets have the weaknesses of substandard assets, with
the  additional  characteristic  that  the  weaknesses make  collection  or
liquidation in full on the basis of currently  existing  facts,  conditions
and values questionable, and there is a high possibility of loss.  An asset
classified  loss is considered uncollectible and of such little value  that
continuance as  an  asset  of  the  institution  is not warranted.  Another
category  designated  "special  mention"  also  must  be   established  and
maintained for assets which do not currently expose an insured  institution
to  a  sufficient  degree of risk to warrant classification as substandard,
doubtful or loss.  Assets classified as substandard or doubtful require the
institution to establish  general  allowances for loan losses.  If an asset
or portion thereof is classified loss,  the insured institution must either
establish specific allowances for loan losses  in the amount of 100% of the
portion of the asset classified loss, or charge-off  such  amount.  General
loss  allowances  established  to cover possible losses related  to  assets
classified  substandard or doubtful  may  be  included  in  determining  an
institution's  regulatory  capital  up  to  certain amounts, while specific
valuation allowances for loan losses do not qualify  as regulatory capital.
Federal    examiners   may   disagree   with   an   insured   institution's
classifications  and  amounts  reserved.   See  "Business - Asset Quality -
Classified Assets."

     BRANCHING  BY  FEDERAL  SAVINGS  INSTITUTIONS.    OTS  policy  permits
interstate  branching  to  the full extent permitted by statute  (which  is
essentially unlimited).  Generally,  federal  law prohibits federal savings
institutions from establishing, retaining or operating a branch outside the
state  in  which the federal institution has its  home  office  unless  the
institution meets the Internal Revenue Service's domestic building and loan
test (generally,  60%  of  a thrift's assets must be housing-related) ("IRS
Test").  The IRS Test requirement  does  not  apply  if: (i) the branch(es)
result(s) from an emergency acquisition of a troubled  savings  institution
(however, if the troubled savings institution is acquired by a bank holding
company,  does  not  have  its home office in the state of the bank holding
company bank subsidiary and  does  not  qualify  under  the  IRS  Test, its
branching is limited to the branching laws for state-chartered banks in the
state where the savings institution is located); (ii) the law of the  state
where the branch would be located would permit the branch to be established
if the federal savings institution were chartered by the state in which its
home  office  is  located;  or  (iii) the branch was operated lawfully as a
branch under state law prior to the  savings  institution's conversion to a
federal charter.

     Furthermore, the OTS will evaluate a branching  applicant's  record of
compliance  with  the  Community  Reinvestment  Act  of  1977  ("CRA").  An
unsatisfactory  CRA  record  may  be  the  basis  for denial of a branching
application.

     COMMUNITY  REINVESTMENT  ACT  AND  THE  FAIR  LENDING  LAWS.   Savings
institutions have a responsibility under the CRA and related regulations of
the OTS to help meet the credit needs of their communities,  including low-
and   moderate-income   neighborhoods.    In  addition,  the  Equal  Credit
Opportunity  Act  and  the Fair Housing Act (together,  the  "Fair  Lending
Laws") prohibit lenders  from  discriminating in their lending practices on
the basis of characteristics specified in those statutes.  An institution's
failure to comply with the provisions of CRA could, at a minimum, result in
regulatory restrictions on its activities,  and  failure to comply with the
Fair Lending Laws could result in enforcement actions  by  the OTS, as well
as other federal regulatory agencies and the Department of Justice.

     QUALIFIED THRIFT LENDER TEST.  All savings institutions  are  required
to  meet  a  QTL  test  in  order  to  avoid  certain restrictions on their
operations.   Under  Section  2303 of the Economic  Growth  and  Regulatory
Paperwork Reduction Act of 1996,  a savings institution can comply with the
QTL test by either qualifying as a  domestic  building and loan association
as defined in Section 7701(a)(19) of the Internal  Revenue Code of 1986, as
amended ("Code") or meeting the second prong of the  QTL  test set forth in
Section 10(m) of the HOLA.  A savings institution that does  not  meet  the
QTL test must either convert to a bank charter or comply with the following
restrictions  on  its operations: (i) the institution may not engage in any
new activity or make  any  new  investment,  directly or indirectly, unless
such activity or investment is permissible for  a  national  bank; (ii) the
branching  powers  of  the  institution shall be restricted to those  of  a
national bank; (iii) the institution  shall  not  be eligible to obtain any
advances from its FHLB; and (iv) payment of dividends  by  the  institution
shall be subject to the rules regarding payment of dividends by a  national
bank.   Upon  the  expiration  of  three  years  from  the date the savings
institution ceases to meet the QTL test, it must cease any activity and not
retain any investment not permissible for a national bank  and  immediately
repay  any  outstanding  FHLB  advances  (subject  to  safety and soundness
considerations).

     Currently,  the prong of the QTL test that is not based  on  the  Code
requires that 65%  of  an  institution's  "portfolio  assets"  (as defined)
consist of certain housing and consumer-related assets on a monthly average
basis in nine out of every 12 months. Assets that qualify without limit for
inclusion  as  part  of  the  65%  requirement  are loans made to purchase,
refinance, construct, improve or repair domestic  residential  housing  and
manufactured  housing; home equity loans; mortgage-backed securities (where
the mortgages are  secured  by domestic residential housing or manufactured
housing); stock issued by the  FHLB  of  Dallas;  and  direct  or  indirect
obligations  of the FDIC.  In addition, the following assets, among others,
may be included  in  meeting the test subject to an overall limit of 20% of
the savings institution's  portfolio  assets:  50%  of residential mortgage
loans originated and sold within 90 days of origination;  100%  of consumer
and educational loans (limited to 10% of total portfolio assets); and stock
issued by the FHLMC or the FNMA.  Portfolio assets consist of total  assets
minus  the  sum  of (i) goodwill and other intangible assets, (ii) property
used by the savings  institution  to conduct its business, and (iii) liquid
assets up to 20% of the institution's  total assets.  At December 31, 1999,
the  qualified  thrift investments of the  Association  were  approximately
84.08% of its portfolio assets.

     FEDERAL HOME  LOAN  BANK  SYSTEM.   The Association is a member of the
FHLB of Dallas, which is one of 12 regional FHLBs that administers the home
financing credit function of savings institutions.   Each  FHLB serves as a
reserve or central bank for its members within its assigned  region.  It is
funded  primarily  from  proceeds  derived  from  the  sale of consolidated
obligations of the FHLB System.  It makes loans to members (i.e., advances)
in  accordance  with policies and procedures established by  the  Board  of
Directors of the FHLB.

     As a member,  the  Association  is  required  to purchase and maintain
stock  in  the  FHLB of Dallas in an amount equal to at  least  1%  of  its
aggregate unpaid  residential  mortgage  loans,  home purchase contracts or
similar obligations at the beginning of each year.   At  December 31, 1999,
the  Association  had $541,000 in FHLB stock, which was in compliance  with
this requirement.

     The FHLBs are required to provide funds for the resolution of troubled
savings institutions  and  to  contribute  to  affordable  housing programs
through  direct  loans  or  interest  subsidies  on  advances targeted  for
community investment and low-and moderate-income housing  projects.   These
contributions  have adversely affected the level of FHLB dividends paid  in
the past and could  continue  to  do so in the future.  These contributions
also could have an adverse effect on the value of FHLB stock in the future.

     FEDERAL RESERVE SYSTEM.  The FRB  requires all depository institutions
to maintain reserves against their transaction  accounts (primarily NOW and
Super  NOW  checking  accounts)  and  non-personal time  deposits.   As  of
December 31, 1999, no reserves were required  to be maintained on the first
$4.7 million of transaction accounts, reserves  of  3%  were required to be
maintained against the next $47.8 million of net transaction accounts (with
such dollar amounts subject to adjustment by the FRB), and a reserve of 10%
(which is subject to adjustment by the FRB to a level between  8% and 14%),
is  required  against  all  remaining  net  transaction  accounts.  Because
required  reserves  must  be  maintained  in the form of vault  cash  or  a
noninterest-bearing account at a Federal Reserve  Bank,  the effect of this
reserve requirement is to reduce an institution's earning assets.

LOUISIANA REGULATION

     As a Louisiana-chartered savings association, the Association  also is
subject  to  regulation  and  supervision  by  the OFI.  The Association is
required  to  file  periodic  reports  with  and  is  subject  to  periodic
examinations at least once every three years by the OFI.   The  lending and
investment authority of the Association is prescribed by Louisiana laws and
regulations,  as well as applicable federal laws and regulations,  and  the
Association is  prohibited from engaging in any activities not permitted by
such law and regulations.

     The Association is required by Louisiana law and regulations to comply
with certain reserve  and  capital requirements.  At December 31, 1999, the
Association was in compliance  with  all  applicable  reserve  and  capital
requirements.

     Louisiana law and regulations also restrict the lending and investment
authority  of  Louisiana-chartered  savings  institutions.   Such  laws and
regulations  restrict  the amount a Louisiana-chartered savings association
can lend to any one borrower to an amount which, in the aggregate, does not
exceed the lesser of (i)  10% of the association's savings deposits or (ii)
the sum of the association's paid-in capital, surplus, reserves for losses,
and undivided profits.  Federal  law  imposes more restrictive limitations.
See   "Business-Lending   Activities."   Notwithstanding   the   foregoing,
Louisiana and federal law permits  any  such association to lend to any one
borrower an aggregate amount of at least $500,000.

     In  addition,  Louisiana  law  restricts  the  ability  of  Louisiana-
chartered  savings  associations to invest  in,  among  other  things,  (i)
commercial real estate loans (including commercial construction real estate
loans) up to 40% of total  assets;  (ii)  real estate investments for other
than the association's offices up to 10% of  total  assets;  (iii) consumer
loans,  commercial paper and corporate debt securities up to 30%  of  total
assets; (iv)  commercial,  corporate,  business or agricultural loans up to
10%  of  total  assets;  and  (v)  capital  stock,  obligations  and  other
securities of service organizations up to 10%  of  total assets.  Louisiana
law also sets forth maximum loan-to-value ratios with  respect  to  various
types  of  loans.   Applicable  federal regulations impose more restrictive
limitations in certain instances.   See  "Business-Lending  Activities-Real
Estate Lending Standards and Underwriting Policies."

    The investment authority of Louisiana-chartered savings associations is
broader in many respects than that of federally-chartered savings  and loan
associations.   However, state-chartered savings associations, such as  the
Association, are  generally  prohibited  from  acquiring  or  retaining any
equity  investment, other than certain investments in service corporations,
of a type  or  in an amount that is not permitted for a federally-chartered
savings association.   This  prohibition  applies  to equity investments in
real estate, investments in equity securities and any  other  investment or
transaction  that  is  in  substance  an  equity  investment,  even if  the
transaction  is  nominally  a  loan  or other permissible transaction.   At
December 31, 1999, the Association was in compliance with such provisions.

    Furthermore,  effective  January 1,  1990,  a  state-chartered  savings
association may not engage as  principal  in any activity not permitted for
federal  associations  unless the FDIC has determined  that  such  activity
would pose no significant  risk  to the affected deposit insurance fund and
the Association is in compliance with the fully phased-in capital standards
prescribed under FIRREA.  When certain  activities  are  permissible  for a
federal association, the state association may engage in the activity in  a
higher  amount if the FDIC has not determined that such activity would pose
a significant  risk  of loss to the affected deposit insurance fund and the
Association meets the fully phased-in capital requirements.  This increased
investment authority does  not  apply to investments in nonresidential real
estate loans.  At December 31, 1999,  the  Association  had  no investments
which were affected by the foregoing limitations.

     Under  Louisiana  law,  a Louisiana-chartered savings association  may
establish or maintain a branch  office  anywhere  in  Louisiana  with prior
regulatory  approval.  In addition, an out-of-state savings association  or
holding company  may  acquire  a Louisiana-chartered savings association or
holding company if the OFI determines  that  the  laws  of such other state
permit  a  Louisiana-chartered  savings association or holding  company  to
acquire a savings association or  holding company in such other state.  Any
such acquisition would require the  out-of-state entity to apply to the OFI
and receive OFI approval.



                              TAXATION

FEDERAL TAXATION

     GENERAL.  The Company and the Association are subject to the generally
applicable corporate tax provisions of  the  Code,  and  the Association is
subject to certain additional provisions of the Code which apply to thrifts
and  other  types of financial institutions.  The following  discussion  of
federal taxation  is  intended  only to summarize certain pertinent federal
income  tax  matters  material to the  taxation  of  the  Company  and  the
Association  and  is not  a  comprehensive  discussion  of  the  tax  rules
applicable to the Company and the Association.

     YEAR.  The Company and the Association file federal income tax returns
on the basis of a calendar  year ending on December 31.  For 1999 and 2000,
the Company and the Association intend to file a consolidated tax return.

    BAD  DEBT  RESERVES.  In August  1966,  legislation  was  enacted  that
repeals the reserve  method  of  accounting  (including  the  percentage of
taxable  income  method)  previously  used by many savings institutions  to
calculate their bad debt reserve for federal  income tax purposes.  Savings
institutions with $500 million or less in assets  may, however, continue to
use  the  experience method.  As a result, the Association  must  recapture
that portion  of  its reserve which exceeds the amount that could have been
taken under the experience method for post-1987 tax years.  At December 31,
1999,  the  Association's   post   -1987   excess   reserves   amounted  to
approximately  $445,000.  The recapture will occur over a six-year  period,
the commencement  of  which  was  delayed  until  the  first  taxable  year
beginning  after  December  31,  1998,  since  the  Association met certain
residential  lending requirements.  The legislation also  requires  savings
institutions to  account  for  bad debts for federal income tax purposes on
the same basis as commercial banks  for  tax years beginning after December
31, 1995.  This change in accounting method  and  reversal  and  excess bad
debt reserves is adequately provided for in the Association's deferred  tax
liability.

     At  December  31,  1999,  the  federal  income  tax  reserves  of  the
Association  included $1.3 million for which no federal income tax has been
provided.  Because of these federal income tax reserves and the liquidation
account  established   for   the  benefit  of  certain  depositors  of  the
Association in connection with  the  conversion of the Association to stock
form,   the  retained  earnings  of  the  Association   are   substantially
restricted.

     DISTRIBUTIONS.  If the Association were to distribute cash or property
to its sole stockholder, and the distribution was treated as being from its
accumulated bad debt reserves, the distribution would cause the Association
to have additional  taxable  income.  A distribution is deemed to have been
made from accumulated bad debt reserves to the extent that (a) the reserves
exceed the amount that would have  been  accumulated on the basis of actual
loss   experience,   and   (b)  the  distribution   is   a   "non-qualified
distribution."  A distribution  with  respect  to  stock is a non-qualified
distribution to the extent that, for federal income tax purposes, (i) it is
in  redemption  of  shares,  (ii)  it is pursuant to a liquidation  of  the
institution, or (iii) in the case of  a current distribution, together with
all  other  such distributions during the  taxable  year,  it  exceeds  the
institution's  current and post-1951 accumulated earnings and profits.  The
amount of additional taxable income created by a non-qualified distribution
is an amount that  when  reduced  by the tax attributable to it is equal to
the amount of the distribution.

     MINIMUM TAX.  The Code imposes an alternative minimum tax at a rate of
20%.  The alternative minimum tax generally  applies  to  a base of regular
taxable  income plus certain tax preferences ("alternative minimum  taxable
income" or  "AMTI")  and is payable to the extent such AMTI is in excess of
an exemption amount.   The  Code provides that an item of tax preference is
the excess of the bad debt deduction  allowable for a taxable year pursuant
to the percentage of taxable income method  over the amount allowable under
the experience method.  Other items of tax preference  that constitute AMTI
include (a) tax-exempt interest on newly issued (generally,  issued  on  or
after  August  8, 1986) private activity bonds other than certain qualified
bonds and (b) 75%  of  the excess (if any) of (i) adjusted current earnings
as defined in the Code,  over  (ii) AMTI (determined without regard to this
preference and prior to reduction by net operating losses).

     NET OPERATING LOSS CARRYOVERS.  A financial institution may carry back
net operating losses ("NOLs") to  the  preceding  three  taxable  years and
forward  to  the  succeeding  15 taxable years.  This provision applies  to
losses incurred in taxable years  beginning  after  1986.   At December 31,
1999, the Company had $261,000 in NOL carryforwards for federal  income tax
purposes.

     CAPITAL  GAINS  AND CORPORATE DIVIDENDS-RECEIVED DEDUCTION.  Corporate
net capital gains are  taxed  at  a  maximum  rate  of  35%.  The corporate
dividends-received deduction is 80% in the case of dividends  received from
corporations  with which a corporate recipient does not file a consolidated
tax return, and  corporations  which  own  less  than 20% of the stock of a
corporation  distributing  a  dividend  may deduct only  70%  of  dividends
received or accrued on their behalf.  However,  a  corporation  may  deduct
100%   of  dividends  from  a  member  of  the  same  affiliated  group  of
corporations.

     OTHER  MATTERS.   Federal  legislation is introduced from time to time
that would limit the ability of individuals  to  deduct  interest  paid  on
mortgage loans.  Individuals are currently not permitted to deduct interest
on   consumer  loans.   Significant  increases  in  tax  rates  or  further
restrictions  on  the  deductibility  of  mortgage interest could adversely
affect the Association.

     The  Company's federal income tax returns  for  the  tax  years  ended
December 31, 1996 forward are open under the statute of limitations and are
subject to review by the IRS.


STATE TAXATION

     The Company  is  subject to the Louisiana Corporation Income Tax based
on  its  Louisiana  taxable   income,  as  well  as  franchise  taxes.  The
Corporation Income Tax applies  at  graduated  rates from 4% upon the first
$25,000 of Louisiana taxable income to 8% on all  Louisiana  taxable income
in  excess  of  $200,000.   For these purposes, "Louisiana taxable  income"
means net income which is earned  within or derived from sources within the
State  of  Louisiana,  after adjustments  permitted  under  Louisiana  law,
including a federal income tax deduction and an allowance for net operating
losses, if any.  In addition, beginning in 1998, the Association is subject
to the Louisiana Shares  Tax, which is imposed on the assessed value of its
stock.  The formula for deriving  the assessed value is to calculate 15% of
the sum of (a) 20% of the company's  capitalized  earnings, plus (b) 80% of
the  company's  taxable  stockholders' equity, and to  subtract  from  that
figure 50% of the company's real and personal property assessment.  Various
items  may  also  be subtracted  in  calculating  a  company's  capitalized
earnings.

ITEM 2. DESCRIPTION OF PROPERTY.

     At December 31,  1999, the Company and the Association conducted their
business from the Association's  main  office and two branch offices in the
New Orleans, Louisiana area.  The following  table  sets forth the net book
value (including furnishings and equipment) and certain  other  information
with respect to the offices and other properties of the Company at December
31, 1999.
<TABLE>
<CAPTION>
                                                        Net Book Value
Description/Address             Leased/Owned              of Property
-------------------             ------------            --------------
<S>                             <C>                     <C>
Main Office:
  #1 Westbank Expressway
  New Orleans, LA  70114        Leased                  $     212

Branch Offices:
  2021 Carol Sue Ave.
  Terrytown, LA  70056          Owned                         213

  3008 Holiday Drive
  New Orleans, LA  70131        Leased                        200
                                                        ---------

   Total                                                $     625
                                                        =========
</TABLE>
ITEM 3. LEGAL PROCEEDINGS.

     The  Company  and  the  Association  are  involved  in  routine  legal
proceedings  occurring  in  the  ordinary  course of business which, in the
aggregate, are believed by management to be  immaterial to the consolidated
financial condition and results of operations of the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

PART II.

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The  Company's  stock  is  not  listed  on  any   security   exchange.
Therefore,  the Company does not have exchange data that provides high  and
low stock prices.  The most recent sale of the Company's stock was on March
10, 2000 at $7.50 per share.

     The  payment   of   dividends  on  the  common  stock  is  subject  to
determination and declaration  by  the  Board  of Directors of the Company.
The Board of Directors has paid quarterly cash dividends at a rate of $0.05
per  share since January 1997.  The  payment  of  future  dividends will be
subject to the requirements of applicable law and the determination  by the
Board  of  Directors  that  the Company's net income, capital and financial
condition, banking industry trends  and general economic conditions justify
the payment of dividends, and it cannot  be  assured  that  dividends  will
continue to be paid by the Company in the future.

ITEM  6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND
RESULTS OF OPERATION

FORWARD-LOOKING STATEMENTS

     The Company may from time to time make written or oral forward-looking
statements,  including  statements  contained in the Company's filings with
the Securities and Exchange Commission  and  its  reports  to stockholders.
Statements  made  in  this  Annual  Report,  other  than  those  concerning
historical information, should be considered forward-looking and subject to
various  risks  and  uncertainties.   Words  such as "believe," "estimate,"
"project,"  "expect," "intend" and variations of  such  words  and  similar
expressions are  intended  to  identify  such  forward-looking  statements.
These  statements  are made pursuant to the safe harbor provisions  of  the
Private  Securities  Litigation   Reform   Act  of  1995.   Forward-looking
statements  inherently  involve risks and uncertainties  that  could  cause
actual results to differ  materially  from  those reflected in the forward-
looking statements.  Factors that could cause  future  results to vary from
current  expectations  include,  but  are  not  limited to, the  following:
changes in economic conditions (both generally and more specifically in the
markets in which the Company operates); changes in  interest rates, deposit
flows,  loan  demand,  real  estate  values  and  competition;  changes  in
accounting principles, policies or guidelines and in government legislation
and regulation (which change from time to time and  over  which the Company
has no control); and other risks detailed in this Annual Report  and in the
Company's  other public filings.  Readers are cautioned not to place  undue
reliance on  these  forward-looking  statements, which reflect management's
analysis only as of the date hereof.   The Company undertakes no obligation
to publicly revise these forward-looking  statements  to  reflect events or
circumstances that arise after the date hereof.

GENERAL

     The profitability of the Company and the Association depends primarily
on  net  interest  income,  which  is  the  difference between interest and
dividend  income  on  interest-earning  assets, principally mortgage-backed
securities,  loans  and  investment  securities  and  interest  expense  on
interest-bearing  deposits.  Net  interest  income  is dependent  upon  the
level  of  interest  rates and the extent to which such rates are changing.
Profitability  also is dependent, to  a  lesser  extent,  on  the level  of
noninterest income, provision (credit) for loan losses, noninterest expense
and  income taxes.  Noninterest expense consists of general, administrative
and  other  expenses,  such   as  compensation  and benefits, occupancy and
equipment  expense,  federal  insurance  premiums,  and miscellaneous other
expenses.

ASSET AND LIABILITY MANAGEMENT

     Consistent   net   interest  income  is  largely  dependent  upon  the
achievement of a positive interest rate spread that can be sustained during
periods of fluctuating market  interest rates. Interest rate sensitivity is
a measure of the difference between  amounts of interest-earning assets and
interest-bearing liabilities which either  reprice or mature within a given
period  of  time.  The difference, or the interest  rate  repricing  "gap",
provides an indication  of  the  extent  to which an institution's interest
rate  spread  will be affected by changes in  interest  rates.   A  gap  is
considered positive  when  the  amount  of  interest-rate  sensitive assets
repricing  or  maturing  within  a specified period exceeds the  amount  of
interest-rate  sensitive liabilities  repricing  or  maturing  within  such
period,  and  is considered  negative  when  the  amount  of  interest-rate
sensitive liabilities  repricing  or  maturing  within  a  specified period
exceeds the amount of interest-rate sensitive assets repricing  or maturing
within such period.  Generally, during a period of rising interest rates, a
negative gap within shorter maturities would adversely affect net  interest
income, while a positive gap within shorter maturities would result  in  an
increase  in  net  interest income, and during a period of falling interest
rates, a negative gap within shorter maturities would result in an increase
in net interest income while a positive gap within shorter maturities would
have the opposite effect.   However,  the effects of a positive or negative
gap  are  impacted,  to  a  large  extent,  by   consumer   demand  and  by
discretionary pricing by the Association's management.

     The  Association  attempts  to  manage  its  interest  rate  risk   by
maintaining  a  high  percentage of its assets in adjustable-rate mortgage-
backed securities and in  adjustable-rate mortgages ("ARMs").  From 1985 to
1995, the only residential  mortgages  originated  by  the Association were
ARMs.   During 1996, the Association started offering fixed  rate  mortgage
loans.  It  was  the  opinion  of  management  that a mix of fixed rate and
adjustable-rate  mortgage  products  would  better insulate the Association
from periods of rate fluctuation.   At December 31, 1999, the Association's
fixed-rate mortgage-backed securities  amounted  to $2.4 million or 5.2% of
total assets, its ARMs amounted to $6.6 million or  14.2%  of  total assets
and  its  adjustable-rate  mortgage-backed  securities  amounted  to  $23.6
million or 50.5% of total  assets.  The interest rates on the ARMs and on a
portion of the adjustable-rate mortgage-backed securities,  however, adjust
no more frequently than once a year,  with the amount of the change subject
to annual limitations, whereas the interest  rates  on  deposits can change
more frequently and are not subject to annual limitations.   A  portion  of
the  Association's adjustable-rate mortgage-backed securities have interest
rates  which adjust monthly or semi-annually with limitations on the amount
of the increase.

     Management  also  monitors  and  evaluates  the  potential  impact  of
interest  rate  changes  upon  the  market value of the Company's portfolio
equity on a quarterly basis, in an attempt  to  ensure  that  interest rate
risk is maintained within limits established by the Board of Directors.  In
August  1993  the  OTS adopted a final rule incorporating an interest  rate
risk component into  the  risk-based  capital  rules.   Under  the rule, an
institution with a greater than "normal" level of interest rate  risk  will
be  subject  to  a deduction of its interest rate risk component from total
capital for purposes of calculating the risk-based capital requirement.  An
institution with a  greater  than "normal" interest rate risk is defined as
an institution that would suffer  a  loss  of  net  portfolio value ("NPV")
exceeding 2.0% of the estimated market value of its assets  in the event of
a  200  basis  point  increase or decrease in interest rates.  NPV  is  the
difference between incoming and outgoing discounted cash flows from assets,
liabilities, and off-balance sheet contracts.  A resulting change in NPV of
more than 2% of the estimated  market value of an institution's assets will
require the institution to deduct  50%  of  that  excess  change.  The rule
provides  that  the  OTS  will  calculate the interest rate risk  component
quarterly for each institution.   The  OTS  has  recently indicated that no
institution will be required to deduct capital for interest rate risk until
further notice.  Because a 200 basis point increase in interest rates would
have decreased the Company's NPV by less than 2% as  a  percentage  of  the
estimated market value of it assets at December 31, 1999, the Company would
not  have  been subject to any capital deduction as of December 31, 1999 if
the regulation  had  been  effective  as of such date.  The following table
presents the Company's NPV as of December  31,  1999,  as calculated by the
OTS, based on information provided to the OTS by the Association.
<TABLE>
<CAPTION>

 Change in                                                             NPV as % of         Change in
Interest Rates                          Net Portfolio Value             Portfolio         NPV as % of
in Basis Point                          -------------------              Value of       Portfolio Value
(Rate Shock)            Amount          $ Change        % Change        Assets (1)         of Assets
--------------       ------------      ----------      ----------      -----------      ----------------
                        (Dollars in Thousands)
<S>                  <C>               <C>             <C>             <C>              <C>
    400              $     --          $     --               -- %            -- %           -- %
    300                 7,205            (1,311)             (15)%         15.73 %        (1.97)%
    200                 7,709              (806)              (9)%         16.53 %        (1.17)%
    100                 8,152              (364)              (4)%         17.20 %        (0.50)%
   Static               8,515                --               -- %         17.70 %           -- %
   (100)                8,731               215                3 %         17.94 %         0.24 %
   (200)                8,801               285                3 %         17.92 %         0.22 %
   (300)                8,930               414                5 %         18.00 %         0.30 %
   (400)                   --                --               -- %            -- %           -- %
</TABLE>
________________________

     (1)  Based on the portfolio value of the Company's  assets assuming no
change in interest rates.

CHANGES IN FINANCIAL CONDITION

     ASSETS.  Total assets decreased to $46.8 million at December  31, 1999
from $48.6 million at December 31, 1998.

     Mortgage-backed  securities  as a percentage of total assets decreased
to 55.7% at December 31, 1999 from  56.3% at December 31, 1998.  All of the
Company's mortgage-backed securities  are  either  insured or guaranteed by
the Federal Home Loan Mortgage Corporation ("FHLMC"),  the Federal National
Mortgage   Association   (FNMA")   or  the  Government  National   Mortgage
Association ("GNMA").  Mortgage-backed  securities  increase the quality of
the Company's assets by virtue of the guarantees that support them, require
fewer  personnel  and  overhead costs than individual residential  mortgage
loans, are more liquid than  individual  mortgage  loans and may be used to
collateralize  borrowings  or  other  obligations  of  Algiers.    However,
mortgage-backed securities typically yield less than individual residential
mortgage loans.

     At  December  31,  1999, net loans receivable totaled $9.8 million  or
20.9% of total assets.  Of  the total loan portfolio, $8.5 million or 84.0%
consisted  of  one-to-four  family   residential   loans.   Consumer  loans
accounted for $1.3 million or 12.7% of the total loan  portfolio,  and 2.0%
of the portfolio consisted of commercial real estate loans.

     Mortgage-backed  securities  and investment securities were 55.7%  and
11.8% of total assets, respectively, at December 31, 1999.  Of such amount,
$3.4 million or 7.4% of total assets mature within one year of December 31,
1999.  See Notes B and E to the Consolidated  Financial  Statements.   Cash
and cash equivalents amounted to 6.1% of total assets at such date.

     Non-performing  assets  have  decreased  from  1.7% of total assets at
December  31,  1998  to  .9% of total assets at December  31,  1999.   Non-
accruing single-family residential  loans represented 37.6% of the $428,000
of total non-performing assets at December  31,  1999.  The balance of non-
performing  assets included one commercial loan accounting  for  3.7%.   At
December 31, 1999, the Company's allowance for loan losses equaled $230,000
or 2.3% of total loans outstanding.

     The Company's total deposits decreased during 1999 to $38.4 million at
December 31,  1999  from  $39.5 million at December 31, 1998.  Certificates
accounts decreased by $64,000 or .2% from December 31, 1998 to December 31,
1999, while transaction accounts  decreased by $1.1 million or 12.2% during
the period.

     Total stockholders' equity was  $7.1  million  at December 31, 1999, a
decrease of $1.5 million from December 31, 1998.  The decrease was due to a
$148,000  purchase  of treasury stock, a $911,000 decrease  in  Accumulated
Other Comprehensive Income, dividends of $102,000 and net loss for the year
of $367,000.  These  decreases  were  partially  offset by increases from a
$49,000  allocation  to the Employee  Stock  Ownership  Plan, and a $12,000
allocation to the Management Retention Plan Trust.

RESULTS OF OPERATIONS

     NET INCOME.  The Company's net income decreased by $528,000  or 327.9%
from  a  net  income of $161,000 in 1998 to a net loss of $367,000 in  1999
and  decreased  by  $50,000 or 23.7% in 1998 from net income of $211,000 in
1997.  The decrease  in 1999 is  attributable  to a decrease of $275,000 in
net interest income, an increase of $575,000 in  non-interest expenses, and
a  decrease in minority interest in loss of an unconsolidated subsidiary of
$8,000,  partially offset by an increase  of $9,000 in non-interest income,
an increase  in  income  taxes benefit of $297,000,  and  a decrease in the
provision for loan losses of $24,000.

     NET INTEREST INCOME.  The primary source  of  earnings is net interest
income,  which  is the difference between income generated  from  interest-
earning assets and interest expense from interest-bearing liabilities.  Net
interest income decreased  by  $275,000  or  20.3%  in  1999, and decreased
$52,000 or 3.7% in 1998.  The decrease in 1999 was due to a decrease in the
interest rate spread and to a lesser extent the decrease  in  the  ratio of
average  interest-earning  assets  to average interest-bearing liabilities.
Interest  rate spread is the yield on  interest-earning  assets  minus  the
costs of interest-bearing liabilities.

     The Company's average interest rate spread decreased to 1.86% for 1999
from 2.24% for 1998 after decreasing from 2.27% for 1997.  In addition, its
ratio  of  average  interest-earning  assets  to  average  interest-bearing
liabilities  decreased  to  114.25%  for  1999 from 119.26% for 1998, which
represented a decrease from the 122.45% for  1997.   The  decrease  in  the
average  interest rate spread was due to the average rate paid on interest-
bearing liabilities increasing, while the average yield on interest-earning
assets decreased.

     AVERAGE  BALANCES,  NET  INTEREST  INCOME, AND YIELDS EARNED AND RATES
PAID.  The following table presents for the  periods  indicated  the  total
dollar  amount  of interest income from average interest-earning assets and
the resultant yields,  as well as the interest expense on average interest-
bearing liabilities, expressed  both  in  dollars  and  rates,  and the net
interest margin.  Tax-exempt income and yields have not been adjusted  to a
tax-equivalent basis.  All average balances are based on monthly balances.
<PAGE>
<TABLE>
<CAPTION>
                                                                           Year Ended December 31,
                                        ------------------------------------------------------------------------------------------
                                                    1999                           1998                           1997
                                        ----------------------------   ----------------------------   ----------------------------
                                                             Average                        Average                        Average
                                        Average              Yield/    Average              Yield/    Average              Yield/
                                        Balance   Interest   Rate      Balance   Interest   Rate      Balance   Interest   Rate
                                        -------   --------   -------   -------   --------   -------   -------   --------   -------
<S>                                     <C>       <C>        <C>       <C>       <C>        <C>       <C>       <C>        <C>
Interest- Earning Assets:
 Loans Receivable (1)                   $ 9,543   $    881      9.23%  $ 9,983   $    916      9.18%  $ 9,298   $    837      9.00%
 Mortgage-Backed Securities              26,723      1,595      5.97    27,918      1,747      6.26    30,912      1,993      6.45
 Investment Securities (2)                5,407        327      6.05     4,695        364      7.75     2,576        219      8.50
 Other Interest-Earning Assets            1,931        137      7.09     2,145        137      6.39     1,796        106      5.90
                                        -------   --------   -------   -------   --------   -------   -------   --------   -------

  Total Interest-Earning Assets          43,604      2,940      6.74%   44,741      3,164      7.07%   44,582      3,155      7.08%
                                        -------   --------   -------   -------   --------   -------   -------   --------   -------

Non-Interest Earning Assets               4,088                          2,228                          2,348
                                        -------                        -------                        -------

  Total Assets                          $47,691                        $46,969                        $46,928
                                        =======                        =======                        =======

Interest-Bearing Liabilities:
 Passbook, NOW and Money
  Market Accounts                       $ 7,215   $    181      2.51%  $ 8,588   $    196      2.28%  $ 8,705   $    216      2.48%
 Certificates of Deposit                 30,783      1,675      5.44    28,926      1,616      5.59    27,242      1,506      5.53
                                        -------   --------   -------   -------   --------   -------   -------   --------   -------
  Total Deposits                         37,997      1,856      4.88    37,514      1,812      4.83    35,947      1,722      4.79

 FHLB Advances                              167          7      4.19        --         --        --       462         29      6.25
                                        -------   --------   -------   -------   --------   -------   -------   --------   -------

  Total Interest-Bearing Liabilities     38,164      1,863      4.88%   37,514      1,812      4.83%   36,409      1,751      4.81%
                                        -------   --------   -------   -------   --------   -------   -------   --------   -------

Non-Interest Bearing Liabilities (3)      1,678                            395                            851
                                        -------                        -------                        -------

  Total Liabilities                      39,842                         37,909                         37,260

Stockholders' Equity                      7,849                          9,060                          9,668
                                        -------                        -------                        -------

  Total Liabilities and
    Stockholders' Equity                $47,691                        $46,969                        $46,928
                                        =======                        =======                        =======

Net Interest-Earning  Assets            $ 5,440                        $ 7,227                        $ 8,173
                                        =======                        =======                        =======

Net Interest Income; Average
 Interest Rate Spread                             $  1,077      1.86%            $  1,352      2.24%            $  1,404      2.27%
                                                  ========   -------             ========   -------             ========   -------

Net Interest Margin (4)                                         2.47%                          3.02%                          3.15%
                                                             =======                        =======                        =======

Average Interest-Earning Assets
 to Average Interest-Bearing
 Liabilities                                                  114.25%                        119.26%                        122.45%
                                                             =======                        =======                        =======
</TABLE>
________________________

(1)  Includes  nonaccrual  loans during the respective periods.  Calculated
     net of deferred fees and discount, loans in  process and allowance for
     loan losses.
(2)  Includes  non-accruing investment  securities  during  the  respective
     periods.
(3)  Includes non-interest-bearing deposits.
(4)  Net  interest  margin  is  net  interest  income  divided  by  average
     interest-earning assets.

     RATE/VOLUME  ANALYSIS.   The  following  table describes the extent to
which changes in interest rates and changes in  volume  of interest-related
assets and liabilities have affected Algiers' interest income  and  expense
during the periods indicated.  For each category of interest-earning assets
and  interest-bearing  liabilities,  information  is  provided  on  changes
attributable  to  (i) changes in rate (change in rate multiplied by current
year volume), (ii)  changes in volume (change in volume multiplied by prior
year rate), and (iii) total change in rate and volume.  The combined effect
of changes in both rate  and  volume  has been allocated proportionately to
the change due to rate and the change due to volume.
<TABLE>
<CAPTION>
                                          1999 vs. 1998                       1998 vs. 1997
                                ---------------------------------   --------------------------------
                                  Increase (Decrease) Due to          Increase (Decrease) Due to
                                ---------------------------------   --------------------------------
                                                         Total                               Total
                                                        Increase                            Increase
                                  Rate       Volume    (Decrease)     Rate       Volume    (Decrease)
                                --------    --------    --------    --------    --------    --------
                                        (In Thousands)                         (In Thousands)
<S>                             <C>         <C>         <C>         <C>         <C>         <C>
Interest Income:
 Loans Receivable               $      5    $    (40)   $    (35)   $     16    $     63    $     79
 Mortgage- Backed Securities         (77)        (75)       (152)        (58)       (188)       (246)
 Investment Securities               (92)         55         (37)        (17)        162         145
 Other Interest-Earning Assets        14         (14)         --           9          22          31
                                --------    --------    --------    --------    --------    --------

   Total Interest Income            (150)        (74)       (224)        (50)         59           9
                                --------    --------    --------    --------    --------    --------

Interest Expense:
 Passbook, NOW and Money
   Market Accounts                    17         (32)        (15)        (18)         (2)        (20)
 Certificates of Deposit             (46)        105          59          16          94         110
                                --------    --------    --------    --------    --------    --------

   Total Deposits                    (29)         73          44          (2)         92          90
 FHLB Advances                        --           7           7         (14)        (15)        (29)
                                --------    --------    --------    --------    --------    --------

   Total Interest Expense            (29)         80          51         (16)         77          61
                                --------    --------    --------    --------    --------    --------

Increase (Decrease) in Net
 Interest Income                $   (121)   $   (154)   $   (275)   $    (34)   $    (18)   $    (52)
                                ========    ========    ========    ========    ========    ========
</TABLE>

     INTEREST INCOME.  Interest on loans  decreased $35,000 or 3.8% in 1999
due  to  a  decrease  in  the  average outstanding  balances  of  $440,000,
partially offset by an increase  in  the  weighted  average yields on loans
receivable to 9.23% from 9.18%.  A substantial portion  of  the  loans have
adjustable  interest  rates,  and the change in the average yields reflects
the general change in market interest rates.

     Interest on mortgage-backed  securities  decreased by $152,000 or 8.7%
in 1999 from 1998, due to a $1.2 million or 4.3%  decrease  in  the average
balance and a decrease in the average yield to 5.97% in 1999 from  6.26% in
1998.   The  average  balance decreased as the market value adjustment  for
unrealized losses increased  by  $1.1  million in 1999 from a $197,000 gain
adjustment in 1998.  The decreased yield  was due to the interest rate on a
large portion of the adjustable-rate mortgage-backed  securities  adjusting
downward in 1999.

     Interest  on  investment  securities decreased by $37,000 or 10.2%  in
1999 from 1998, due to a decrease in the average rate to 6.05% in 1999 from
7.75% in 1998, which was partially  offset  by  an  increase in the average
balance of $712,000 from 1998.

     Other interest income, which consists of dividends  on  FHLB stock and
interest on overnight deposits at the FHLB, remained the same  from 1998 to
1999.   The  $214,000  decrease  in  the  average balance was offset by  an
increase in the average yield to 7.09% in 1999 from 6.39% in 1998.

     Total interest income decreased by $224,000 or 7.1% in 1999 from 1998,
due  to a $1.1 million or 2.5% decrease in the  average  balance  of  total
interest-earning  assets  and  a  decrease in the average yield to 6.74% in
1999 from 7.07% in 1998.

     INTEREST EXPENSE.  Interest on  deposits  increased by $44,000 or 2.4%
in  1999  over  1998,  due to a $483,000 or 1.3% increase  in  the  average
balance and an increase  in the average rate to 4.88% in 1999 from 4.83% in
1998.  The increase in the average balance was primarily due to an increase
in the average balance of certificates  of  deposit.  The average rate paid
on certificates of deposit decreased to 5.44% in 1999 from  5.59%  in 1998,
which decrease was partially offset by an increase in the average rate paid
by  the Company on its transaction accounts to 2.51% in 1999 from 2.28%  in
1998.

     Interest  on  FHLB advances increased by $7,000 or 100.0% in 1999 from
1998, primarily due  to an increase in the average balance of FHLB advances
of $167,000 in 1999.

     Total interest expense increased by $51,000 or 2.8% in 1999 over 1998,
primarily due to the increase  in  the  average  balance of certificates of
deposit.

     PROVISION (CREDIT) FOR LOAN LOSSES.  The Company  provided (recovered)
$0, $24,000, and ($4,000) of its allowance for loan losses  in  1999,  1998
and 1997, respectively.  The allowance for loan losses amounted to $230,000
or 2.3% of the total loan portfolio at December 31, 1999.

     NON-INTEREST  INCOME.   Service  charges  and  fees,  which  primarily
consist  of  charges for ATM usage, checking accounts, overdrafts and  late
payments, increased  by  $46,000 or 85.2% in 1999 from 1998.  This increase
was primarily due to the addition  of  an  ATM  to one of the Association's
branch locations.

     The  gross  carrying  value  of  the  Company's Guaranteed  Investment
Contracts (the "GIC bonds") was reduced in 1997  by  $62,000  of  principal
payments.   Additionally,  the Company recaptured $116,000 of its provision
for security losses related  to  this investment during 1997, $5,000 during
1998  and  $10,000  during 1999.  See  Note  C  of  Notes  to  Consolidated
Financial Statements.

     In 1998 the Company  sold  $1.2  million of mortgage-backed securities
which were part of the available for sale portfolio and which resulted in a
gain of $17,000.  There were no sales of  mortgage-backed securities during
1999.

     Other non-interest income amounted to  $21,000 and $14,000 in 1999 and
1998, respectively.

     Total non-interest income increased by $9,000  or  7.3%  in  1999 from
1998, primarily due to an increase of $46,000 in service charges and  fees,
partially  offset  by  a  decrease of $34,000 in gain on sale of other real
estate and a decrease of $17,000  in  gain  on the sale of investments from
1998.

     NON-INTEREST EXPENSE.  Compensation and benefits increased by $109,000
or 19.5% in 1999 over 1998, due to an increase  in  the Company's workforce
related to the opening of a new branch.

     Occupancy and equipment expenses increased by $220,000  or  120.2%  in
1999  over  1998,  primarily  due  to an increase in the Association's rent
expense and other costs related to the  opening  of  a  new  branch, and an
increase  in  depreciation  expense  related  to the new branch and  a  new
computer system.

     Federal insurance premiums increased by $8,000  or  33.3% in 1999 from
1998.

     Computer  expenses  increased by $17,000 or 28.3% in 1999  from  1998,
primarily due to technical support for the new computer system.

     Professional services  increased $162,000 or 155.8% in 1999 from 1998,
due to an increase in legal and accounting fees.

     Bank service charge expense  increased  $22,000 or 146.7% in 1999 from
1998, due to the volume of transactions related  to  the  addition of a new
branch in 1999.

     The  Association's real estate owned expense, net increased by  $6,000
in 1999 from  1998,  primarily  due  to  the  number  of  real estate owned
properties  that were owned by the Association at December 31,  1999.   The
real estate owned  at  December  31,  1999  consisted of a former furniture
store  and  warehouse,  a  one-to-four  family  residential   property  and
unimproved land.

     Other non-interest expense, which primarily consists of insurance  and
bond premiums, postage and supplies, and other operating expenses increased
by  $31,000  or 11.0% in 1999 from 1998.  The increase was primarily due to
costs related to the opening of a new branch during 1999.

     Total non-interest expense increased by $575,000 or 46.6% in 1999 from
1998, primarily  due to increases of $109,000 in compensation and benefits,
$220,000 in occupancy  and  equipment,  $162,000  in professional services,
$31,000  in other expenses, $22,000 in bank services  charges,  $17,000  of
computer expenses,  $8,000  in  SAIF  assessment and insurance premiums and
$6,000 in real estate owned expenses.   Total  non-interest  expense  as  a
percent of average assets was 3.8% in 1999 compared to 2.6% in 1998.

     FEDERAL INCOME TAX EXPENSE(BENEFIT).  The Company's federal income tax
expense  decreased  by $297,000 or 376.5% in 1999 from 1998.  The effective
tax rate for 1999, 1998  and 1997 was 36.4%, 39.5% and 18.5%, respectively.
The effective tax rate of  18.5% in 1997 was the result of the tax benefits
from the gross operating loss  of  $270,000  in  the  Company's  subsidiary
Jefferson Community Lending for the year ending December 31, 1997.

     The Company had a deferred tax valuation reserve of $184,000, $182,000
and  $194,000  at  December  31,  1999, 1998 and 1997, respectively.  Other
components of the valuation reserve  consist  of allowances for loan losses
and real estate owned losses.  For additional information,  see  Note  I of
Notes to Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

     Algiers  is  required under applicable federal regulations to maintain
specified levels of  "liquid"  investments  in  qualifying  types  of  U.S.
Government,  federal agency and other investments having maturities of five
years or less.   Current OTS regulations require that a savings institution
maintain liquid assets  of not less than 4% of its average daily balance of
net withdrawable deposit  accounts  and  borrowings  payable in one year or
less, of which short-term liquid assets must consist of  not  less than 1%.
At  December  31,  1999,  Algiers'  liquidity was 7.47% or $1.3 million  in
excess of the minimum OTS requirement.

     Cash was used in Algiers' operating  activities  during 1999 primarily
as a result of the net loss for the period.  Cash was generated by Algiers'
operating activities during 1998 primarily as a result  of  net  income for
the  period  and  the  provision  for  depreciation  and amortization.  The
adjustments  to  reconcile  net income to net cash provided  by  operations
during the periods presented  consisted  primarily  of  the  provision  for
depreciation  and  amortization,  accretion of the premiums on investments,
recovery of loan losses, gains and  losses  on  the  sale  of  assets,  and
increases  or  decreases  in  various receivable and payable accounts.  The
primary investing activities of Algiers are the purchase of mortgage-backed
securities and the origination  of  loans,  which are primarily funded with
the  proceeds  from  repayments  and  prepayments  on  existing  loans  and
mortgage-backed securities and the maturity  of mortgage-backed securities.
Investing activities used net cash in 1999 and  1998  primarily because the
amount of mortgage-backed securities and investments purchased exceeded the
amount  matured.  Financing activities used net cash in  1999  due  to  the
purchases of treasury stock of $148,000, and a decrease in deposits of $1.1
million, partially offset by an increase of $1 million  in  FHLB  advances.
The primary financing activity consists of the purchases of treasury  stock
of  $1.2  million  in  1998  and deposit increases of $4.0 million in 1998.
Total cash and cash equivalents  amounted  to  $2.8 million at December 31,
1999.  See the Consolidated Statements of Cash Flows  in  the  Consolidated
Financial Statements.

     At December 31, 1999, Algiers had outstanding commitments to originate
$527,000  of  one-to  four-family  residential loans (including undisbursed
construction loans) and $60,000 undisbursed  lines  of credit.  At the same
date, the total amount of certificates of deposit which  were  scheduled to
mature in the following 12 months was $20.1 million.  Algiers believes that
it  has adequate resources to fund all of its commitments and that  it  can
adjust the rate on certificates of deposit to retain deposits to the extent
desired.    If   Algiers   requires   funds  beyond  its  internal  funding
capabilities,  advances  from  the  FHLB of  Dallas  are  available  as  an
additional source of funds.

     Algiers is required to maintain  regulatory capital sufficient to meet
tangible,  core  and  risk-based capital ratios  of  1.5%,  3.0%  and  8.0%
respectively.  At December  31,  1999, Algiers exceeded each of its capital
requirements, with tangible, core  and risk-based capital ratios of 15.13%,
15.13% and 64.14%, respectively.  See  Note  N  of  Notes  to  Consolidated
Financial Statements.

IMPACT OF INFLATION AND CHANGING PRICES

     The  Consolidated  Financial  Statements  and  related financial  data
presented herein have been prepared in accordance with  generally  accepted
accounting principles, which generally require the measurement of financial
position  and  operating  results  in  terms of historical dollars, without
considering  changes  in  relative  purchasing   power  over  time  due  to
inflation.   Unlike most industrial companies, virtually  all  of  Algiers'
assets and liabilities are monetary in nature.  As a result, interest rates
generally have  a  more  significant impact on Algiers' performance than do
the effects of inflation.   Interest  rates  do not necessarily move in the
same  direction  or  in  the  same magnitude as the  prices  of  goods  and
services, since such prices are  affected  by  inflation to a larger extent
than interest rates.

ITEM 7.  FINANCIAL STATEMENTS.

                           ALGIERS BANCORP, INC.
                              & SUBSIDIARIES

                             DECEMBER 31, 1999



                      Audits of Financial Statements

                             December 31, 1999
                                    and
                             December 31, 1998




<PAGE>
                              C O N T E N T S



Independent Auditor's Report                                        1

Consolidated Statements of Financial Condition                      2

Consolidated Statements of Operations                           3 - 4

Consolidated Statements of Comprehensive Income (Loss)              5

Consolidated Statements of Changes in Stockholders' Equity          6

Consolidated Statements of Cash Flows                           7 - 8

Notes to Consolidated Financial Statements                     9 - 34


<PAGE>
The Board of Directors
Algiers Bancorp, Inc. & Subsidiaries

                       INDEPENDENT AUDITOR'S REPORT

     We  have audited the accompanying consolidated statements of financial
condition  of  ALGIERS  BANCORP,  INC. AND SUBSIDIARIES, as of December 31,
1999  and  1998,  and the related consolidated  statements  of  operations,
comprehensive income  (loss),  changes  in  stockholders'  equity, and cash
flows  for each of the three years in the period ended December  31,  1999.
These  financial   statements  are  the  responsibility  of  the  Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards  require  that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes  examining,  on  a test basis,
evidence   supporting   the   amounts  and  disclosures  in  the  financial
statements.  An audit also includes  assessing  the  accounting  principles
used  and  significant  estimates made by management, as well as evaluating
the overall financial statement  presentation.   We believe that our audits
provide a reasonable basis for our opinion.

     In  our opinion, the financial statements referred  to  above  present
fairly, in  all  material  respects, the consolidated financial position of
ALGIERS BANCORP, INC. AND SUBSIDIARIES  as  of  December 31, 1999 and 1998,
and the results of their operations and their cash  flows  for  each of the
three  years  in  the  period  ended December 31, 1999, in conformity  with
generally accepted accounting principles.




                                      A Professional Accounting Corporation

March 10, 2000
Metairie, Louisiana


<PAGE>
                    ALGIERS BANCORP, INC. & SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                           (Dollars in Thousands)

                                   ASSETS

<TABLE>
<CAPTION>

                                                                December 31,
                                                            --------------------
                                                              1999        1998
                                                            --------    --------
<S>                                                         <C>         <C>
Cash and Amounts Due from Depository Institutions           $  1,374    $  3,659
Interest-Bearing Deposits in Other Banks                       1,465       1,222
Investments Available-for-Sale, at Fair Value                  5,510       5,304
Loans Receivable - Net                                         9,788       9,297
Mortgage-Backed Securities - Available-for-Sale,
 at Fair Value                                                26,054      27,392
Loans Held for Sale                                              130           -
Stock in Federal Home Loan Bank                                  541         512
Accrued Interest Receivable                                      324         369
Real Estate Owned - Net                                          251          62
Office Property and Equipment, (Net
 of Depreciation and Amortization)                               795         662
Prepaid Expenses                                                  46          87
Deferred Taxes                                                   374           -
Income Tax Receivable                                            105          28
Other Assets                                                       7          32
                                                            --------    --------

   Total Assets                                             $ 46,764    $ 48,626
                                                            ========    ========
</TABLE>


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

<PAGE>







                    LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                 December 31,
                                                           ----------------------
                                                             1999          1998
                                                           --------      --------
<S>                                                        <C>           <C>
LIABILITIES
 Deposits:
  Interest Bearing                                         $ 37,844      $ 38,150
  Non-Interest Bearing                                          524         1,345
 FHLB Advances                                                1,000             -
 Advance Payments from Borrowers for
  Insurance and Taxes                                            84           114
 Accrued Interest Payable on Depositors' Accounts                16            23
 Dividends Payable                                               25            32
 Deferred Tax Liability                                           -           212
 Other Liabilities                                              104            84
                                                           --------      --------

                                                             39,597        39,960
 Minority Interest in Subsidiary                                 48            87
                                                           --------      --------

   Total Liabilities                                         39,645        40,047
                                                           --------      --------

STOCKHOLDERS' EQUITY
 Preferred Stock - Par Value $.01
  5,000,000 Shares Authorized; 0 Shares
  Issued and Outstanding                                          -             -
 Common Stock - Par Value $.01
  648,025 Shares Issued - 506,348 Outstanding at
  December 31, 1999 and 519,248 Outstanding at
  December 31, 1998                                               6             6
 Additional Paid-in Capital                                   6,132         6,137
 Unearned ESOP Shares                                          (322)         (376)
 Unearned MRP Shares                                            (36)          (48)
 Retained Earnings                                            3,882         4,344
 Treasury Stock - 141,677 Shares in 1999 and
  128,777 Shares in 1998, at Cost                            (1,823)       (1,675)
 Accumulated Other Comprehensive Income (Loss)                 (720)          191
                                                           --------      --------

   Total Stockholders' Equity                                 7,119         8,579
                                                           --------      --------

   Total Liabilities and Stockholders' Equity              $ 46,764      $ 48,626
                                                           ========      ========
</TABLE>



<PAGE>

                    ALGIERS BANCORP, INC. & SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                          (Dollars in Thousands)
<TABLE>
<CAPTION>


                                                          For the Years Ended
                                                               December 31,
                                                   -----------------------------------
                                                     1999         1998          1997
                                                   --------     --------      --------
<S>                                                <C>          <C>           <C>
INTEREST INCOME
 Loans                                             $    881     $    916      $    837
 Mortgage-Backed Securities                           1,595        1,747         1,993
 Investment Securities                                  327          364           219
 Other Interest-Earning Assets                          137          137           106
                                                   --------     --------      --------

   Total Interest Income                              2,940        3,164         3,155
                                                   --------     --------      --------

INTEREST EXPENSE
 Deposits                                             1,856        1,812         1,722
 FHLB Advances                                            7            -            29
                                                   --------     --------      --------

   Total Interest Expense                             1,863        1,812         1,751
                                                   --------     --------      --------

NET INTEREST INCOME                                   1,077        1,352         1,404

(PROVISION) CREDIT FOR LOAN LOSSES                        -          (24)           45
                                                   --------     --------      --------

NET INTEREST INCOME AFTER
 (PROVISION) CREDIT FOR LOAN LOSSES                   1,077        1,328         1,449
                                                   --------     --------      --------

NON-INTEREST INCOME
 Service Charges and Fees                               100           54            52
 Recapture of Allowance on GIC Bonds                     10            5           116
 Gain on Sale of REO                                      2           34             -
 Gain on Sale of Investments                              -           17            11
 Other Income                                            21           14            44
                                                   --------     --------      --------

   Total Non-Interest Income                            133          124           223
                                                   --------     --------      --------
</TABLE>
The accompanying notes are an integral part of these financial statements.

<PAGE>
                    ALGIERS BANCORP, INC. & SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)
                           (Dollars in Thousands)

<TABLE>
<CAPTION>


                                                          For the Years Ended
                                                               December 31,
                                                   -----------------------------------
                                                     1999         1998          1997
                                                   --------     --------      --------
<S>                                                <C>          <C>           <C>
NON-INTEREST EXPENSES
 Compensation and Benefits                              669          560           765
 Occupancy and Equipment                                403          183           173
 Computer                                                77           60            34
 Deposit Insurance Premium                               32           24            18
 Professional Services                                  266          104           138
 Bank Service Charges                                    37           15            25
 Provision for Possible Real Estate
  Write-Downs                                             -            -            45
 Real Estate Owned Expense - Net                         13            7             2
 Other                                                  313          282           213
                                                   --------     --------      --------

                                                      1,810        1,235         1,413
                                                   --------     --------      --------

INCOME (LOSS) BEFORE INCOME TAXES
  AND MINORITY INTEREST                                (600)         217           259

INCOME TAX EXPENSE (BENEFIT)                           (194)         103            48
                                                   --------     --------      --------

NET INCOME (LOSS) BEFORE MINORITY
 INTEREST IN SUBSIDIARY                                (406)         114           211

MINORITY INTEREST IN SUBSIDIARY                          39           47             -
                                                   --------     --------      --------

NET INCOME (LOSS)                                  $   (367)    $    161      $    211
                                                   ========     ========      ========

EARNINGS (LOSS) PER SHARE                          $  (0.79)    $   0.29      $   0.37
                                                   ========     ========      ========
</TABLE>

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


<PAGE>
                     ALGIERS BANCORP, INC. & SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                            (Dollars in Thousands)
<TABLE>
<CAPTION>


                                                          For the Years Ended
                                                               December 31,
                                                   -----------------------------------
                                                     1999         1998          1997
                                                   --------     --------      --------
<S>                                                <C>          <C>           <C>

NET INCOME (LOSS)                                  $   (367)    $    161      $    211

OTHER COMPREHENSIVE INCOME (LOSS),
 NET OF TAX:
  Unrealized Holding Gains (Losses) Arising
   During the Period                                   (911)         237             4

  Reclassification Adjustment for (Gains)
   Losses Included in Net Income                          -          (60)           34
                                                   --------     --------      --------

    Total Other Comprehensive Income (Loss)            (911)         177            38
                                                   --------     --------      --------

COMPREHENSIVE INCOME (LOSS)                        $ (1,278)    $    338      $    249
                                                   ========     ========      ========
</TABLE>
The accompanying notes are an integral part of these financial statements.


<PAGE>

                    ALGIERS BANCORP, INC. & SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                           (Dollars in Thousands)
<TABLE>
<CAPTION>

                                                                                             Accumulated
                                                 Additional  Unearned  Unearned                 Other                       Total
                                         Common    Paid-in     ESOP       MRP     Retained  Comprehensive   Treasury   Stockholders'
                                         Stock     Capital    Shares    Shares    Earnings  Income (Loss)     Stock      Equity
                                        -------  ----------  --------   --------   --------  -------------   --------   ------------
<S>                                     <C>      <C>         <C>       <C>        <C>       <C>             <C>        <C>
BALANCE - December 31, 1996             $     6  $    6,108  $  (492)  $      -   $  4,207  $         (24)  $      -   $      9,805

Net Income                                    -           -        -          -        211              -          -            211
Dividends Declared                            -           -        -          -       (113)             -          -           (113)
ESOP Shares Released for Allocation           -          14       59          -          -              -          -             73
Purchase of Treasury Stock                    -           -        -          -          -              -       (472)          (472)
Other Comprehensive Income Net
 of Applicable Deferred Income Taxes          -           -        -          -          -             38          -             38
                                        -------  ----------  -------   --------   --------  -------------   --------   ------------

BALANCE - December 31, 1997                   6       6,122     (433)         -      4,305             14       (472)         9,542

Net Income                                    -           -        -          -        161              -          -            161
Dividends Declared                            -           -        -          -       (122)             -          -           (122)
Common Stock Acquired by MRP Trust            -           -        -        (60)         -              -          -            (60)
Common Stock Released by MRP Trust            -           -        -         12          -              -          -             12
ESOP Shares Released for Allocation           -          15       57          -          -              -          -             72
Purchase of Treasury Stock                    -           -        -          -          -              -     (1,203)        (1,203)
Other Comprehensive Income Net
 of Applicable Deferred Income Taxes          -           -        -          -          -            177          -            177
                                        -------  ----------  -------   --------   --------  -------------   --------   ------------
BALANCE - December 31, 1998                   6       6,137     (376)       (48)     4,344            191     (1,675)         8,579

Net Loss                                      -           -        -          -       (367)             -          -           (367)
Dividends Declared                            -           -        -          -        (95)             -          -            (95)
Common Stock Released by MRP Trust            -           -        -         12          -              -          -             12
ESOP Shares Released for Allocation           -          (5)      54          -          -              -          -             49
Purchase of Treasury Stock                    -           -        -          -          -              -       (148)          (148)
Other Comprehensive Income (Loss) Net                                                                                             -
 of Applicable Deferred Income Taxes          -           -        -          -          -           (911)         -           (911)
                                        -------  ----------  -------   --------   --------  -------------   --------   -------------

BALANCE - December 31, 1999             $     6  $    6,132  $  (322)  $    (36)  $ 3,882   $        (720)  $ (1,823)  $       7,119
                                        =======  ==========  =======   ========   ========  =============   ========   =============
</TABLE>



<PAGE>
                     ALGIERS BANCORP, INC. & SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Dollars in Thousands)
<TABLE>
<CAPTION>


                                                                        For the Years Ended
                                                                            December 31,
                                                                -----------------------------------
                                                                  1999         1998          1997
                                                                --------     --------      --------
<S>                                                             <C>          <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES
 Net Income (Loss)                                              $   (367)         161      $    211
 Adjustments to Reconcile Net Income (Loss) to Net
  Cash Provided by (Used in) Operating Activities:
   Depreciation and Amortization                                     170           48            24
   Provision (Credit) for Loan Losses                                  -           24           (45)
   Provision for Losses on Real Estate Owned                           -            -            45
   Premium Amortization Net of Discount Accretion                     47          (74)           62
   Gain on Sale of Real Estate Owned                                  (2)         (34)            -
   Gain on Sale of Mortgage-Backed Securities                          -          (17)          (11)
   ESOP and MRP Expense                                               61           84            70
   (Increase) Decrease in Accrued Interest Receivable                 45         (100)           (4)
   (Increase) Decrease in Prepaid Expenses                            41          (68)           (1)
   (Increase) Decrease in Prepaid Income Taxes                       (77)         (28)           75
   Originations of Loans Held-for-Sale                            (2,165)           -             -
   Proceeds from Sale of Loans Held-for-Sale                       2,035            -             -
   (Increase) Decrease in Other Assets                                25          (29)            2
   Increase (Decrease) in Accrued Interest Payable                    (7)          22             -
   Increase (Decrease) in Income Tax Payable                           -          (17)           17
   Increase (Decrease) in Other Liabilities                           20           38            18
   Increase (Decrease) in Minority Interest                          (39)          87             -
   (Increase) Decrease in Deferred Income Taxes                     (116)          93            51
                                                                --------     --------      --------

    Net Cash Provided by (Used in) Operating Activities             (329)         190           514
                                                                --------     --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES
 Maturities of Investment Securities - Held-to-Maturity                -            -           825
 Purchases of Investment Securities - Available-for-Sale          (1,009)      (5,083)       (3,094)
 Maturities of Investment Securities - Available-for-Sale            520        3,885         1,539
 Purchases of Mortgage-Backed Securities - Held-to-Maturity            -       (1,406)         (185)
 Maturities of Mortgage-Backed Securities - Held-to-Maturity           -        3,399         2,119
 Purchases of Mortgage-Backed Securities - Available-for-Sale     (6,003)      (4,132)         (784)
 Maturities of Mortgage-Backed Securities - Available-for-Sale     6,195        2,378         1,600
 Proceeds From Sale of Mortgage-Backed Securities - AFS                -        1,153         1,661
 Net (Increase) Decrease in Loans                                   (742)        (228)           22
 Non-Cash Dividend - FHLB                                            (29)         (29)          (27)
 Purchase of Office Properties and Equipment                        (302)        (457)          (46)
 Proceeds from Sales of Real Estate Owned                             64           77             -
                                                                --------     --------      --------

    Net Cash Provided by (Used in) Investing Activities           (1,306)        (443)        3,630
                                                                --------     --------      --------
</TABLE>

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

<PAGE>
                     ALGIERS BANCORP, INC. & SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                            (Dollars in Thousands)
<TABLE>
<CAPTION>


                                                                        For the Years Ended
                                                                            December 31,
                                                                -----------------------------------
                                                                  1999         1998          1997
                                                                --------     --------      --------
<S>                                                             <C>          <C>           <C>

CASH FLOWS FROM FINANCING ACTIVITIES
 Net Increase (Decrease) in Deposits                              (1,127)       3,961        (1,101)
 Net Increase (Decrease) in Advances from Borrowers
  for Taxes and Insurance                                            (30)           2          (125)
 Proceeds from Federal Home Loan Bank Advance                      1,000            -         3,900
 Repayment of Federal Home Loan Bank Advance                           -            -        (5,400)
 Dividends Paid                                                     (102)        (121)         (113)
 Purchase of Treasury Stock                                         (148)      (1,203)         (472)
 Purchases of MRP Shares                                               -          (60)            -
                                                                --------     --------      --------

    Net Cash Provided by (Used in) Financing Activities             (407)       2,579        (3,311)
                                                                --------     --------      --------

NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS                                        (2,042)       2,326           833

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                      4,881        2,555         1,722

CASH AND CASH EQUIVALENTS - END OF YEAR                         $  2,839     $  4,881      $  2,555
                                                                ========     ========      ========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION
  Cash Paid During the Year for:
   Interest                                                     $  1,870     $  1,790      $  1,751
   Income Taxes                                                 $      -     $    139      $     31

SUPPLEMENTAL DISCLOSURE OF NON-CASH
 TRANSACTIONS
  Dividends Declared                                            $      25   $      32      $     31
  Real Estate Owned Acquired Through Foreclosure                $     251   $     105      $      -
  Transfer of Mortgage-Backed Securities from Held-
   to-Maturity to Available-for-Sale                            $       -   $  19,837      $      -
</TABLE>

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

<PAGE>

NOTE A
     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF OPERATIONS
          Algiers  Bancorp,  Inc.   (the  "Company")  was  organized  as  a
     Louisiana corporation on February 5, 1996 for the purpose of  engaging
     in  any  lawful act or activity  for which a corporation may be formed
     under the Louisiana Business Corporation Law, as amended.  Other  than
     steps related to the reorganization  described  below,   the   Company
     was  essentially inactive until July 8, 1996, when it acquired Algiers
     Homestead Association (the "Association") in a business reorganization
     of entities under common control  in a manner  similar  to  a  pooling
     of  interest.   The  Association  is  engaged  in the savings and loan
     industry.  The acquired Association  became a wholly-owned  subsidiary
     of the Company through the issuance  of  1,000  shares of common stock
     to the Company  in exchange for 50% of the net  proceeds  received  by
     the Company in the reorganization.

          On  December  23,  1996,  the  Company  entered  into  a  limited
     liability  company  partnership  when it acquired a  majority interest
     in  Jefferson Community Lending, LLC.   Jefferson  Community  Lending,
     LLC was engaged in the business of consumer lending.  During 1998, the
     Company  initiated  a restructuring plan to reduce costs and  increase
     future  operating  efficiency   by   consolidating  the operations  of
     Jefferson   Community   Lending, LLC into those of the Association and
     commenced   the   dissolution  of  Jefferson  Community  Lending, LLC.
     Accordingly,  net assets of Jefferson Community Lending, LLC have been
     reduced to $-0- at December 31, 1998.

          During 1998, the Company formed  Algiers.Com, Inc.,  a subsidiary
     that owns a 51% interest in Planet  Mortgage,  LLC.  Planet  Mortgage,
     LLC  is  engaged  in  the  solicitation  of mortgage loans through its
     internet site.

     PRINCIPLES OF CONSOLIDATION
          The  accompanying consolidated financial statements  include  the
     accounts of  the  Company  and  its wholly-owned subsidiaries, Algiers
     Homestead Association and Algiers.Com,  Inc. and in 1998 and 1997, its
     majority-owned  subsidiary,  Jefferson  Community  Lending,  LLC.   In
     consolidation, significant inter-company  accounts,  transactions, and
     profits have been eliminated.

     INVESTMENT SECURITIES
          Investment securities that management has the ability  and intent
     to hold to maturity are classified as held-to-maturity and carried  at
     cost,  adjusted for amortization of premium and accretion of discounts
     using  the  interest  method.   Marketable  securities  classified  as
     available-for-sale  are  carried  at fair value.  Unrealized gains and
     losses  on  securities available-for-sale  are  recognized  as  direct
     increases or  decreases  in  comprehensive income.  Cost of securities
     sold is recognized using the specific identification method.

     RECLASSIFICATIONS
          Certain reclassifications  of  previously  reported  amounts have
     been   made   to   conform   with   the   1999   presentation.    Such
     reclassifications had no effect on net income.





<PAGE>


NOTE A
     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     MORTGAGE-BACKED SECURITIES
          Mortgage-backed  securities  represent participating interests in
     pools of first mortgage loans originated  and  serviced  by issuers of
     the  securities.  During 1998, the Association transferred  securities
     from the held-to-maturity category to the available-for-sale category.
     Unrealized   gains   and  losses  on  mortgage-backed  securities  are
     recognized as direct increases  or  decreases in comprehensive income.
     The  cost  of  securities  sold  is  recognized   using  the  specific
     identification  method.   Premiums and discounts are  being  amortized
     over the life of the securities as a yield adjustment.

     LOANS
          Loans are stated at unpaid principal balances, less the allowance
     for loan losses, net deferred  loan  fees,  and  unearned interest and
     discounts.

          Loan  origination  fees,  as  well as certain direct  origination
     costs, are deferred and amortized as a yield adjustment over the lives
     of the related loans using the interest  method.   Commitment fees and
     costs relating to commitments, the likelihood of exercise  of which is
     remote,  are  recognized over the commitment period on a straight-line
     basis, if material.   If  the  commitment  is  subsequently  exercised
     during the commitment period, the remaining unamortized commitment fee
     at the time of exercise is recognized over the life of the loan  as an
     adjustment of yield.

          Loans  are  placed  on  non-accrual when principal or interest is
     delinquent  for  90  days or more.   Any  unpaid  interest  previously
     accrued  on those loans  is  reversed  from  income,  and  thereafter,
     interest is recognized only to the extent of payments received.

          A loan  is considered impaired when, based on current information
     and events, it  is  probable that a creditor will be unable to collect
     all  amounts due according  to  the  contractual  terms  of  the  loan
     agreement.   Interest payments on impaired loans are typically applied
     to principal unless  collectibility  of  the principal amount is fully
     assured,  in  which case interest is recognized  on  the  cash  basis.
     Interest may be  recognized  on the accrual basis for certain troubled
     debt restructuring.

          The allowance for loan losses  is maintained at a level which, in
     management's judgment, is adequate to absorb potential losses inherent
     in  the  loan portfolio.  The amount of  the  allowance  is  based  on
     management's  evaluation  of the collectibility of the loan portfolio,
     including the nature of the  portfolio,  credit concentrations, trends
     in historical loss experience, specific impaired  loans,  and economic
     conditions.

     FORECLOSED REAL ESTATE
          Foreclosed real estate includes formally foreclosed property.  At
     the  time  of foreclosure, foreclosed real estate is recorded  at  the
     lower of the  Association's  cost  or  the  asset's  fair  value, less
     estimated costs to sell, which becomes the property's new basis.   Any
     write-downs are charged to the allowance for losses on foreclosed real
     estate.   Costs  incurred  in  maintaining  foreclosed real estate are
     included in income (loss) on foreclosed real estate.



<PAGE>


NOTE A
     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     OFFICE PROPERTY AND EQUIPMENT
          Land  is  carried  at  cost; office property  and  equipment  are
     carried  at  cost  less  accumulated  depreciation.   Depreciation  is
     computed using the straight-line method.

          Property and equipment acquired are depreciated using accelerated
     methods.   The  depreciation  under  these  methods  does  not  differ
     materially from that  calculated in accordance with generally accepted
     accounting principles.

          When these assets  are retired or otherwise disposed of, the cost
     and related accumulated depreciation  or  amortization is removed from
     the accounts, and any resulting gain or loss  is  reflected  in income
     for the period.

     INCOME TAXES
          Income taxes are provided for the tax effects of the transactions
     reported  in  the  financial statements and consist of taxes currently
     due plus deferred taxes  related  to  differences between the basis of
     assets and liabilities for financial and  income  tax  reporting.  The
     deferred  tax assets and liabilities represent the future  tax  return
     consequences  of  those  differences,  which will either be taxable or
     deductible when the assets and liabilities  are  recovered or settled.
     Deferred tax assets are reduced by a valuation allowance  when, in the
     opinion of management, it is more likely than not that some portion or
     all  of  the  deferred tax assets will not be realized.  Deferred  tax
     assets and liabilities  are  adjusted for the effect of changes in tax
     laws and rates on the date of enactment.

          The Association is exempt from Louisiana income tax.

     CASH EQUIVALENTS
          Cash equivalents consist  of  certificates  of  deposit purchased
     with  a maturity of three months or less, and daily demand  investment
     deposit accounts.

          Cash  and cash equivalents at December 31, 1999 and 1998 included
     the following (in thousands):
<TABLE>
<CAPTION>

                                                  1999       1998
                                                --------   --------
<S>                                             <C>        <C>
          Cash                                  $  1,374   $  3,659
          Interest-Bearing Deposits
              in Other Institutions                1,465      1,222
                                                --------   --------
                                                $  2,839   $  4,881
                                                ========   ========
</TABLE>

     NON-DIRECT RESPONSE ADVERTISING
          The  Corporation   expenses   advertising   costs   as  incurred.
     Advertising  for 1999, 1998 and 1997 was $11,000, $1,000 and   $2,000,
     respectively.




<PAGE>


NOTE A
     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     LOANS HELD FOR SALE
          Mortgage  loans originated and intended for sale in the secondary
     market are carried  at  the lower of cost or estimated market value in
     the  aggregate.   Net  unrealized  losses  are  recognized  through  a
     valuation allowance by charges to income.

     USE OF 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  at  the  date  of  the  financial statements and the
     reported amounts of revenues and expenses during the reporting period.
     Actual results could differ from these estimates.

          Material   estimates   that  are  particularly   susceptible   to
     significant change relate to  the  determination  of the allowance for
     losses  on loans and valuation of real estate acquired  in  connection
     with foreclosures or in satisfaction of loans.  In connection with the
     determination  of  the  allowances  for losses on loans and foreclosed
     real  estate,  management  obtains  independent   appraisals  for  all
     properties.

          While management uses available information to  recognize  losses
     on loans and foreclosed real estate, future reductions in the carrying
     amounts  of  loans  and  foreclosed  assets  may be necessary based on
     changes  in  local  economic  conditions.   In  addition,   regulatory
     agencies,   as   an   integral  part  of  their  examination  process,
     periodically review the  allowances for losses on loans and foreclosed
     real  estate.   Such  agencies  may  require  the Company to recognize
     additions to the allowances based on their judgments about information
     available to them at the time of their  examination.  Because of these
     factors, it is reasonably possible that the  estimated losses on loans
     and foreclosed real estate may change materially  in  the  near  term,
     however the amount of the change that is reasonably possible cannot be
     estimated.

     ACCOUNTING STANDARDS NOT YET ADOPTED
          Statement  of  Financial Accounting Standards No. 137 (SFAS 137),
     "ACCOUNTING FOR DERIVATIVE  INSTRUMENTS  AND  HEDGING  ACTIVITIES", an
     amendment  extending the effective date of SFAS 133, is effective  for
     the quarter  beginning  after  June  15,  2000.   This  statement will
     require  all  derivatives  to  be  recognized at fair value as  either
     assets or liabilities in the consolidated  balance sheets.  Changes in
     the fair value of derivatives not designated  as  hedging  instruments
     are  to  be  recognized  currently  in  earnings.  Gains or losses  on
     derivatives  designated  as  hedging  instruments  are  either  to  be
     recognized  currently  in  earnings  or are  to  be  recognized  as  a
     component of other comprehensive income, depending on the intended use
     of  the  derivatives  and  the  resulting  designation.   The  Company
     currently   has   no   derivatives;   therefore,  adoption   of   this
     pronouncement  is  not expected to have an  effect  on  the  financial
     position and results of operations of the Company.



<PAGE>


NOTE B
     INVESTMENT SECURITIES AVAILABLE-FOR-SALE
          Investment securities  available-for-sale  at  December  31, 1999
     consist of the following (in thousands):
<TABLE>
<CAPTION>
                                                        Gross        Gross
                                        Amortized    Unrealized    Unrealized    Fair
                                           Cost         Gains        Losses      Value
                                        ---------    ----------    ----------   --------
<S>                                     <C>          <C>           <C>          <C>

          FNMA Medium Term
            Callable Note               $     251    $        -    $       35   $    216
          FHLMC Callable Note               1,444             -            72      1,372
          FHLB Callable Notes               2,749             -           158      2,591
          SBA                                 989             -             6        983
          Other Securities                    393             -            45        348
                                        ---------    ----------    ----------   --------

                                        $   5,826    $        -    $      316   $  5,510
                                        =========    ==========    ==========   ========
</TABLE>


          Investment  securities  available-for-sale  at  December 31, 1998
     consist of the following (in thousands):
<TABLE>
<CAPTION>
                                                        Gross        Gross
                                        Amortized    Unrealized    Unrealized    Fair
                                           Cost         Gains        Losses      Value
                                        ---------    ----------    ----------   --------
<S>                                     <C>          <C>           <C>          <C>

          FNMA Medium Term
            Callable Note               $     706    $       28    $        -   $    734
          FHLMC Callable Note               1,443            11             -      1,454
          FHLB Callable Notes               2,750             -             1      2,749
          Other Securities                    393             -            26        367
                                        ---------    ----------    ----------   --------

                                        $   5,292    $       39    $       27   $  5,304
                                        =========    ==========    ==========   ========
</TABLE>

          The   following  is  a  summary  of  contractual  maturities   of
     investment securities  available-for-sale  as of December 31, 1999 (in
     thousands):
<TABLE>
<CAPTION>
                                                                    Amortized    Fair
                                                                       Cost      Value
                                                                    ---------   --------
<S>                                                                 <C>         <C>
          Due in One Year or Less                                   $     181   $    164
          Due from One to Five Years                                      914        856
          Due from Five to Ten Years                                    2,966      2,836
          Due After Ten Years                                           1,765      1,654
                                                                    ---------   --------

                                                                    $   5,826   $  5,510
                                                                    =========   ========
</TABLE>


<PAGE>


NOTE B
     INVESTMENT SECURITIES AVAILABLE-FOR-SALE (CONTINUED)

          Investment in stock of the Federal Home  Loan  Bank is carried at
     cost,  which  approximates  market.   The  carrying  value   of   this
     investment  at  December  31, 1999 and 1998 was $540,700 and $512,200,
     respectively, with no provision for unrealized losses necessary.


NOTE C
     GUARANTEED INSURANCE CONTRACT (GIC) BONDS
          During  1987 and 1989,  the  Association  invested  in  Louisiana
     Agricultural Finance  Authority  Bonds  and  Southeast  Texas  Housing
     Finance  Authority  Bonds  which  were  backed  by insurance contracts
     guaranteed  by Executive Life Insurance Company.   A  conservator  was
     subsequently  appointed  for  Executive  Life  Insurance  Company thus
     impacting  the  ultimate  collectibility  of the entire bond proceeds.
     Prior to 1996, the conservator was unable to  determine  the  ultimate
     amount   of   principal  which  would  be  recovered;  therefore,  the
     Association set up reserves which amounted to $339,375 at December 31,
     1993 based on its  best  estimate  of  what would be recovered.  As of
     December  31, 1996, the conservator had estimated  that  the  ultimate
     collectibility  of  the  bonds would approximate 88% of their original
     carrying value.  As such,  the  Association  has  applied all proceeds
     received  during 1997 against the carrying value of  the  bonds.   The
     Association has reserved 100% against the remaining principal value of
     the bonds given the questionability of the proceeds to be collected.

          The activity  in  the  carrying  value and the reserve account is
     summarized as follows for the years ended  December  31, 1999 and 1998
     (in thousands):
<TABLE>
<CAPTION>

                                                        Carrying    Reserve
                                                         Value      Balance
                                                        --------    --------
<S>                                                     <C>         <C>
          Balance at December 31, 1997                         -           -
            Recovery of Previous Charge - Offs                 -          (5)
            Recapture of Provision
              for Investment Losses                            -           5
                                                        --------    --------

          Balance at December 31, 1998                         -           -
            Recovery of Previous Charge - Offs                 -         (10)
            Recapture of Provision
              for Investment Losses                            -          10
                                                        --------    --------

          Balance at December 31, 1999                  $      -    $      -
                                                        ========    ========
</TABLE>




<PAGE>


NOTE D
     LOANS RECEIVABLE
          Loans receivable consist of the following (in thousands):
<TABLE>
<CAPTION>

                                                                  1999       1998
                                                                --------   --------
<S>                                                             <C>        <C>
          Loans Secured by First Mortgages on Real Estate:
            1-4 Family Residential                              $  8,492   $  7,816
            Commercial                                               200        686
            Construction Loans - 1-4 Family                          117          -
            Partially-Guaranteed by VA
              or Insured by FHA Loans - 1-4 Family                    13         27
                                                                --------   --------

              Total Real Estate Loans                              8,822      8,529
                                                                --------   --------

          Consumer Loans:
            Second Mortgage Loans - 1-4 Family                       338        360
            Consumer Loans                                           356        400
            Share Loans                                              594        566
                                                                --------   --------

              Total Consumer Loans                                 1,288      1,326
                                                                --------   --------

                                                                  10,110      9,855
                                                                --------   --------

          Less:
            Allowance for Losses                                     230        506
            Unearned Interest on Mortgage Loans                       10          -
            Net Deferred Loan Origination Fees                        82         52
                                                                --------   --------

                                                                     322        558
                                                                --------   --------

                                                                $  9,788   $  9,297
                                                                ========   ========
</TABLE>

          An   approximate   schedule   of  loan  maturities  or  repricing
     opportunities at December 31, 1999 is as follows (in thousands):
<TABLE>
<CAPTION>

                                   Variable     Fixed
           Maturities                Rate       Rate      Total
          -------------            --------    -------   -------
<S>                                <C>         <C>       <C>
          Three Months or Less     $     5     $    77   $    82
          Three Months - One Year       19          53        72
          One Year - Five Years        823         621     1,444
          Over Five Years            5,772       2,740     8,512
                                   -------     -------   -------

                                   $ 6,619     $ 3,491   $10,110
                                   =======     =======   =======
</TABLE>


<PAGE>


NOTE D
     LOANS RECEIVABLE (CONTINUED)

          Activity  in  the  allowance for loan  losses  is  summarized  as
     follows for the years ended  December  31,  1999,  1998,  and 1997 (in
     thousands):
<TABLE>
<CAPTION>

                                                1999       1998      1997
                                              --------   --------  --------
<S>                                           <C>        <C>       <C>
          Balance at Beginning of Year        $    506   $    482  $    527
          Charge-Offs                             (276)         -         -
          Recoveries                                 -          -         -
          Provision (Credit) for Loan Losses         -         24       (45)
                                              --------   --------  --------

          Balance at End of Year              $    230   $    506  $    482
                                              ========   ========  ========
</TABLE>


          At December 31, 1999 and 1998, the Association had loans totaling
     approximately $0 and $505,800, respectively, for which impairment  had
     been recognized.  The allowance for loan losses related to these loans
     totaled  $0  and $261,000 at December 31, 1999 and 1998, respectively.
     There was no interest  income  recognized  on  these  loans during the
     years ended December 31, 1999, 1998 and 1997.

          At December 31, 1999 and 1998, the Association had non-performing
     loans  of  approximately  $177,000  and  $737,000, respectively.   The
     amount of interest foregone for the years  ended  December  31,  1999,
     1998   and   1997  was  approximately  $23,000,  $62,000  and  $1,000,
     respectively.

          The Association does not service any loans for others.

          In the normal  course  of  business,  the  Association originates
     consumer  loans  to  members of the Board of Directors  and  officers.
     Loans to such borrowers are summarized as follows (in thousands):
<TABLE>
<CAPTION>
                                                  1999       1998
                                                --------   --------
<S>                                             <C>        <C>
          Balance at Beginning of Year          $     37   $     84
            Additions                                 89         39
            Payments and Renewals                    (52)       (86)
                                                --------   --------

          Balance at End of Year                $     74   $     37
                                                ========   ========
</TABLE>


<PAGE>


     NOTE E
     MORTGAGE-BACKED SECURITIES
          Fixed and variable rate mortgage-backed securities available-for-
     sale at December 31, 1999 are summarized as follows (in thousands):
<TABLE>
<CAPTION>

                                                December 31, 1999
                                -----------------------------------------------
                                               Gross        Gross
                                Amortized   Unrealized   Unrealized     Fair
                                   Cost        Gains       Losses       Value
                                ---------   ----------   ----------   ---------
<S>                             <C>         <C>          <C>          <C>
          GNMA Certificates     $   6,877   $        -   $      146   $   6,731
          FNMA Certificates        14,756            -          472      14,284
          FHLMC Certificates        5,198            -          159       5,039
                                ---------   ----------   ----------   ---------

                                $  26,831   $        -   $      777   $  26,054
                                =========   ==========   ==========   =========
</TABLE>

          Fixed and variable rate mortgage-backed securities available-for-
     sale at December 31, 1998 are summarized as follows (in thousands):

<TABLE>
<CAPTION>

                                                December 31, 1999
                                -----------------------------------------------
                                               Gross        Gross
                                Amortized   Unrealized   Unrealized     Fair
                                   Cost        Gains       Losses       Value
                                ---------   ----------   ----------   ---------
<S>                             <C>         <C>          <C>          <C>
          GNMA Certificates     $   6,885   $       90   $        -   $   6,975
          FNMA Certificates        16,320          156            -      16,476
          FHLMC Certificates        3,911           30            -       3,941
                                ---------   ----------   ----------   ---------

                                $  27,116   $      276   $        -   $  27,392
                                =========   ==========   ==========   =========
</TABLE>

          The amortized cost  and  fair value of mortgage-backed securities
     at December 31, 1999, by contractual  maturity,  are  shown  below (in
     thousands).    Expected   maturities   will  differ  from  contractual
     maturities because borrowers may have the  right  to  call  or  prepay
     obligations without call or prepayment penalties.
<TABLE>
<CAPTION>

                                                        Amortized        Fair
                                                           Cost         Value
                                                        ---------      --------
<S>                                                     <C>            <C>
          Mortgage-Backed Securities Maturing:
            Less than One Year                          $   3,370      $  3,278
            Due After One Year Thru Five Years              8,194         7,961
            Due After Five Years Thru Ten Years             5,779         5,615
            Due After Ten Years                             9,488         9,200
                                                        ---------      --------
                                                        $  26,831      $ 26,054
                                                        =========      ========
</TABLE>


<PAGE>


NOTE E
     MORTGAGE-BACKED SECURITIES (Continued)

          During  1998  and  1997,  the  Association  sold  mortgage-backed
     securities  for  approximately $1,153,000 and 1,661,000, respectively.
     These sales resulted  in  realized gains of $17,000 and $11,000 during
     1998 and 1997, respectively.   There  were no sales of mortgage-backed
     securities during 1999.


NOTE F
     INTEREST RECEIVABLE
          Interest receivable at December 31,  1999  and 1998 is summarized
     as follows (in thousands):
<TABLE>
<CAPTION>

                                                  1999       1998
                                                --------   --------
<S>                                             <C>        <C>
          Mortgage Loans                        $     76   $     75
          Share Loans                                  6          7
          Investment Securities                       88        121
          Mortgage-Backed Securities                 154        166
                                                --------   --------

                                                $    324   $    369
                                                ========   ========
</TABLE>

NOTE G
     REAL ESTATE OWNED
          A summary of real estate owned at December 31,  1999  and 1998 is
     as follows (in thousands):
<TABLE>
<CAPTION>

                                                  1999       1998
                                                --------   --------
<S>                                             <C>        <C>

          Real Estate Acquired in Settlement    $    563   $     97
          Less:  Allowances for Losses               311         35
                                                --------   --------

                                                $    252   $     62
                                                ========   ========
</TABLE>

          Activity in the allowance for losses for other real estate  owned
     for  years  ended  December  31, 1999, 1998 and 1997 is as follows (in
     thousands):

<TABLE>
<CAPTION>

                                                  1999       1998       1997
                                                --------   --------   --------
<S>                                             <C>        <C>        <C>

          Balance at Beginning of Year          $     35   $     90   $     45
          Provision for REO Losses                   276          -         45
          Sale of REO                                  -        (55)         -
                                                --------   --------   --------

          Balance at End of Year                $    311   $     35   $     90
                                                ========   ========   ========
</TABLE>


<PAGE>


NOTE H
     OFFICE PROPERTY AND EQUIPMENT
          Office  property  and  equipment  consist  of  the  following  at
     December 31, 1999 and 1998 (in thousands):
<TABLE>
<CAPTION>

                                                               1999       1998
                                                             --------   --------
<S>                                                          <C>        <C>


          Land                                               $     30   $     30
          Building                                                188        188
          Furniture, Fixtures and Equipment                       906        654
          Leasehold Improvements                                   99         48
                                                             --------   --------
                                                                1,223        920
          Less:  Accumulated Depreciation and Amortization        428        258
                                                             --------   --------

                                                             $    795   $    662
                                                             ========   ========
</TABLE>

          Depreciation expense for  the years ended December 31, 1999, 1998
     and   1997   was   approximately  $170,000,   $48,000   and   $24,000,
     respectively.


NOTE I
     FEDERAL INCOME TAXES
          The provision for  income  taxes for 1999, 1998 and 1997 consists
     of the following (in thousands):
<TABLE>
<CAPTION>

                                                     1999       1998       1997
                                                   --------   --------   --------
<S>                                                <C>        <C>        <C>

          Current Federal Tax Expense (Benefit)    $    (78)  $     10   $     77
          Deferred Federal Tax Expense (Benefit)       (116)        93        (29)
                                                   --------   --------   --------

                                                   $   (194)  $    103   $     48
                                                   ========   ========   ========
</TABLE>
          The  provision  (benefit)  for  federal income taxes differs from
     that computed by applying Federal statutory  rates  to  income  (loss)
     before  Federal  income  tax  expense,  as  indicated in the following
     analysis (in thousands):
<TABLE>
<CAPTION>

                                                     1999       1998       1997
                                                   --------   --------   --------
<S>                                                <C>        <C>        <C>


          Expected Tax Provision at 34% Rate       $   (204)  $     74   $     88
          Effect of Net Loan, REO and
            Investment Losses Charged Directly
            to Tax Bad Debt Reserves                      -          -        (40)
          Employee Stock Ownership Plan                   2          5          -
          Other                                           8         24          -
                                                   --------   --------   --------

                                                   $   (194)  $    103   $     48
                                                   ========   ========   ========
</TABLE>


<PAGE>


NOTE I
     FEDERAL INCOME TAXES (CONTINUED)

          At  December  31,  1999,  the  Company  had,  for  tax  reporting
     purposes,  operating  loss  carryforwards  of  approximately $206,517,
     which expire in 2015.

          Deferred  tax  liabilities  have  been provided  for  taxable  or
     deductible  temporary  differences  related  to  unrealized  gains  on
     available-for-sale securities, deferred  loan  costs, depreciation and
     non-cash Federal Home Loan Bank dividends.  Deferred  tax  assets have
     been provided for taxable or deductible temporary differences  related
     to  the  reserves  for uncollected interest and late charges, deferred
     loan fees, allowance  for  loan  losses,  the  allowance for losses on
     foreclosed  real estate and the allowance for losses  on  real  estate
     held-for-investment.

          The net  deferred  tax  assets or liabilities in the accompanying
     statements of financial condition include the following components (in
     thousands):
<TABLE>
<CAPTION>

                                                                          1999       1998
                                                                        --------   --------
<S>                                                                     <C>        <C>
          Deferred Tax Assets
            Allowance for Loan Losses                                   $     78   $    170
            Allowance for REO Losses                                         106         12
            Employee Stock Option Plan                                         3          2
            Management Retention Plan                                          2          2
            Charitable Contribution Carryforward                               4          4
            Deferred Loan Fees                                                28         18
            Market Value Adjustment for Available-for-Sale Securities        371          -
            Net Operating Loss Carryforwad                                    88          -
            Other                                                              -          1
                                                                        --------   --------

              Total Deferred Tax Assets                                      680        209
                                                                        --------   --------

          Deferred Tax Liabilities
            Property and Equipment and Depreciation                           64         95
            Market Value Adjustment for Available-for-Sale Securities          -         98
            Section 481 Adjustment                                             5          5
            FHLB Stock                                                        51         41
            Other                                                              2          -
                                                                        --------   --------

              Total Deferred Tax Liabilities                                 122        239
                                                                        --------   --------

          Net Deferred Tax Assets (Liabilities)                              558        (30)
          Deferred Tax Valuation Reserve                                     184        182
                                                                        --------   --------

            Total Net Deferred Tax Asset (Liability)                    $    374   $   (212)
                                                                        ========   ========
</TABLE>

<PAGE>


NOTE I
     FEDERAL INCOME TAXES (CONTINUED)

          Included in retained earnings  at  December  31, 1999 and 1998 is
     approximately  $1,309,000 in bad debt reserves for which  no  deferred
     Federal  income  tax  liability  has  been  recorded.   These  amounts
     represent allocations  of  income  to  bad  debt  deductions  for  tax
     purposes  only.   Reduction  of these reserves for purposes other than
     tax  bad-debt losses or adjustments  arising  from  carryback  of  net
     operating  losses would create income for tax purposes, which would be
     subject to the then current corporate income tax rate.  The unrecorded
     deferred liability  on  these  amounts  was approximately $445,000 for
     December 31, 1999 and 1998.


NOTE K
     DEPOSITS
          Interest bearing deposits consist of  the  following  at December
     31, 1999 and 1998 (in thousands):
<TABLE>
<CAPTION>
                                     Weighted                         Years Ended
                                  Average Rate at                     December 31,
                                -----------------------------------------------------------------
                                   December 31,               1999                    1998
                                --------------------   --------------------   -------------------
                                  1999        1998      Amount     Percent     Amount    Percent
                                --------    --------   --------    --------   --------   --------
<S>                             <C>         <C>        <C>         <C>        <C>        <C>
Balance by Interest Rate:
   Regular Savings Accounts         2.62%      2.63%   $  4,680       12.37%  $  5,128      13.44%
   NOW Accounts                     1.86%      2.15%      1,721        4.55      1,405       3.68
   Money Fund Accounts              2.55%      2.54%        693        1.83        802       2.10
   Certificate of Deposit           5.42%      5.51%     30,750       81.25     30,815      80.77
                                                       --------    --------   --------   --------

                                                       $ 37,844      100.00%  $ 38,150     100.00%
                                                       ========    ========   ========   ========

Certificate Accounts Maturing
    Under 12 months                                    $ 20,108       65.39%  $ 18,057      58.60%
    12 months to 24 months                                4,447       14.46      6,835      22.18
    24 months to 36 months                                3,501       11.39      1,844       5.98
    Due after 36 months                                   2,694        8.76      4,079      13.24
                                                       --------    --------   --------   --------

                                                       $ 30,750      100.00%  $ 30,815     100.00%
                                                       ========    ========   ========   ========
</TABLE>


      The aggregate amount of short-term jumbo certificates of deposit with
     a minimum denomination of $100,000 was approximately $3,130,000 and
     $2,563,000 at December 31, 1999 and 1998, respectively.


<PAGE>


NOTE K
     DEPOSITS (CONTINUED)

          Interest  expense  on  deposits  consisted  of the following  (in
thousands):
<TABLE>
<CAPTION>
                                                  Years Ended
                                                  December 31,
                                          ----------------------------
                                            1999      1998      1997
                                          --------  --------  --------
<S>                                       <C>       <C>       <C>
          Certificates                    $  1,675  $  1,616  $  1,506
          Passbook Savings                     128       141       149
          Money Fund Accounts                   19        25        31
          NOW Accounts                          34        30        36
                                          --------  --------  --------

                                          $  1,856  $  1,812  $  1,722
                                          ========  ========  ========
</TABLE>

          In  the  normal  course  of  business,  the  Association  accepts
     deposits from members of the Board of Directors and  officers.   As of
     December  31,  1999  and  1998,  these  deposits totaled approximately
     $402,000 and $444,000, respectively.


NOTE L
     ADVANCES FROM FEDERAL HOME LOAN BANK
          Pursuant to collateral agreements with the Federal Home Loan Bank
     (FHLB),  advances  are secured by a blanket  floating  lien  on  first
     mortgage loans.  Total  interest  expense recognized in 1999, 1998 and
     1997, respectively, was $7,000, $0 and $29,000.

          As  of  December 31, 1999, outstanding  advances  from  the  FHLB
     totaled $1,000,000, at 5.923%, maturing January 20, 2000.


NOTE M
     FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991 (FDICIA)
     AND FINANCIAL  INSTITUTIONS  REFORM,  RECOVERY AND EN-FORCEMENT ACT OF
     1989 (FIRREA)
          FDICIA  was signed into law on December  19,  1991.   Regulations
     implementing the  prompt corrective action provisions of FDICIA became
     effective on December  19, 1992.  In addition to the prompt corrective
     action requirements, FDICIA  includes significant changes to the legal
     and  regulatory  environment  for   insured  depository  institutions,
     including  reductions  in  insurance coverage  for  certain  kinds  of
     deposits, increased supervision  by  the  federal regulatory agencies,
     increased  reporting requirements for insured  institutions,  and  new
     regulations concerning internal controls, accounting and operations.


<PAGE>


NOTE M
     FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991 (FDICIA)
     AND FINANCIAL  INSTITUTIONS  REFORM,  RECOVERY  AND ENFORCEMENT ACT OF
     1989 (FIRREA) (CONTINUED)

          FIRREA was signed into law on August  9,  1989.   Regulations for
     savings institutions' minimum capital requirements went into effect on
     December  7,  1989.   In addition to its capital requirements,  FIRREA
     includes provisions for  changes  in  the federal regulatory structure
     for institutions, including a new deposit  insurance system, increased
     deposit insurance premiums, and restricted investment  activities with
     respect  to  noninvestments  grade  corporate  debt and certain  other
     investments.   FIRREA also increases the required  ratio  of  housing-
     related assets in order to qualify as a savings institution.

          The regulations require institutions to have a minimum regulatory
     tangible capital  equal  to  at least 1.5% of adjusted total assets, a
     minimum 4% core/leverage capital ratio, a minimum 4% tier 1 risk-based
     ratio,  and  a  minimum  8%  total  risk-based  capital  ratio  to  be
     considered "adequately capitalized."   An  institution is deemed to be
     "critically undercapitalized" if it has a tangible  equity ratio of 2%
     or less.  The ability to include qualifying supervisory  goodwill  for
     purposes  of  the core/leverage requirements was phased out by January
     1, 1995, and the  ability  to  include  investments  in  impermissible
     activities  in  core/leverage capital and tangible capital was  phased
     out by July 1, 1994.

          The following table sets out the Association's various regulatory
     capital categories at December 31, 1999 and 1998.
<TABLE>
<CAPTION>
                                                 1999                       1998
                                        ----------------------     ----------------------
                                         Dollars    Percentage      Dollars    Percentage
                                        ----------  ----------     ----------  ----------
                                        (thousands)                (thousands)
<S>                                     <C>         <C>            <C>         <C>

     Tangible Capital                   $    7,191       15.13%    $    7,416       15.58%
     Tangible Equity                    $    7,191       15.13%    $    7,416       15.58%
     Core/Leverage Capital              $    7,191       15.13%    $    7,416       15.58%
     Tier 1 Risk-Based Capital          $    7,191       62.82%    $    7,416       52.22%
     Total Risk-Based Capital           $    7,342       64.14%    $    7,567       53.28%
</TABLE>




<PAGE>


NOTE N
     REGULATORY CAPITAL
          The  following   is   a   reconciliation  of  generally  accepted
     accounting principles (GAAP) net  income  and  capital  to  regulatory
     capital  for  the  Association.   The  following  reconciliation  also
     compares  the  capital requirements as computed to the minimum capital
     requirements for the Association (in thousands).
<TABLE>
<CAPTION>
                                 Net Income                 Capital
                                 Year Ended                  as of
                              December 31, 1999        December 31, 1999
                              -----------------        -----------------
<S>                           <C>                      <C>

          Per GAAP                 $ (286)                  $  6,480
                                   ======                   ========

          Total Assets                                      $ 46,438
                                                            ========

          Capital Ratio                                        13.95%
</TABLE>
<TABLE>
<CAPTION>

                                                            Core/        Tier 1       Total
                                 Tangible     Tangible     Leverage    Risk-Based   Risk-Based
                                 Capital       Equity       Equity       Capital      Capital
                                ----------   ----------   ----------   ----------   ----------
<S>                             <C>          <C>          <C>          <C>          <C>

     Per GAAP                   $    6,480   $    6,480   $    6,480   $    6,480   $    6,480
     Assets Required
       to be Added
        Unrealized Loss
         on Securities
         Available-
         for-Sale                      711          711          711          711          711
        General Valuation
         Allowance                       -            -            -            -          151
                                ----------   ----------   ----------   ----------   ----------

     Regulatory Capital
       Measure                  $    7,191   $    7,191   $    7,191   $    7,191   $    7,342
                                ==========   ==========   ==========   ==========   ==========

     Adjusted Total
       Assets                   $   47,515   $   47,515   $   47,515
                                ==========   ==========   ==========

     Risk-Weighted
       Assets                                                          $   11,447   $   11,447
                                                                       ==========   ==========

     Capital Ratio                   15.13%       15.13%       15.13%       62.82%       64.14%

     Required Ratio                   1.50%        2.00%        3.00%        4.00%        8.00%

     Required Capital           $      713                $    1,425                $      916
                                ==========                ==========                ==========

     Excess Capital             $    6,478                $    5,766                $    6,426
                                ==========                ==========                ==========
</TABLE>

<PAGE>


NOTE O
     RELATED PARTY TRANSACTIONS
          The Association  leases  its main office from one of its officers
     under an operating lease expiring  April  1,  2006.  The annual rental
     payment through April 1, 2001 is $45,000.  The  annual  rental payment
     for  the  next five years will be adjusted by changes in the  Consumer
     Price Index but in no case will be less than $45,000 per year.


NOTE P
     EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
          During  1996,  the Company sponsored an employee stock  ownership
     plan  that  covers all employees of the Association who have completed
     one year  of service and have attained the age of 21.  The Association
     may  contribute  to the Plan such amount as shall be determined by the
     Association.  All  dividends received by  the  ESOP  are  either  used
     to  pay  debt service or credited  to  the participant accounts at the
     discretion  of  the  administrator.  The  ESOP  shares  are pledged as
     collateral for its debt.  As the debt is  repaid,  shares are released
     from  collateral  and  allocated  to  active  employees,  based on the
     proportion  of  debt  service paid in the year.  The shares pledged as
     collateral are reported  as  unearned  ESOP  shares  in the statements
     of  financial  condition.   As  shares  are  released from collateral,
     the Company reports compensation expense equal  to  the current market
     price    of   the   shares,  and   the   shares   become   outstanding
     for  earnings per share computations.   Dividends  on  allocated  ESOP
     shares are recorded as a reduction of retained earnings.  Dividends on
     unallocated  ESOP  shares  are  recorded  as  a  reduction of debt and
     accrued   interest.    ESOP  compensation  expense  was  approximately
     $49,000, $72,000 and $76,000  for  the  years ended December 31, 1999,
     1998 and 1997, respectively.  The ESOP shares  as of December 31, 1999
     and 1998 were as follows:
<TABLE>
<CAPTION>
<S>                                            <C>          <C>
          Allocated Shares                        14,269        8,546
          Shares Released for Allocation           5,362        5,723
          Unreleased Shares                       32,211       37,573
                                               ---------    ---------

          Total ESOP Shares                       51,842       51,842
                                               =========    =========

          Fair Value of Unreleased Shares      $ 225,000    $ 418,000
                                               =========    =========
</TABLE>

          In conjunction with the establishment of the  ESOP,  $518,420 was
     borrowed  from  the  Company  to  purchase the shares of stock for the
     ESOP.   The  corresponding  note  is  to  be  paid  back  in  40 equal
     quarterly payments of  $19,202  on  the  last  business  day  of  each
     calendar  quarter  beginning  September 30, 1996 at the rate of 8.25%.
     The  note  payable  and  corresponding   note   receivable  have  been
     eliminated for consolidation purposes.




<PAGE>


NOTE Q
     RECOGNITION AND RETENTION PLAN
          On  July  18,  1997,  the Company established  a  Recognition and
     Retention  Plan as an incentive to retain personnel of experience  and
     ability in key  positions.  The  Company  approved  a  total of 25,921
     shares  of  Company  stock to be acquired for the Plan, of which 4,205
     have  been allocated for distribution  to key employees and directors.
     As  shares  are  acquired  for  the  plan, the purchase price of these
     shares is recorded as unearned  compensation, a contra equity account.
     As the shares are distributed, the contra equity account is reduced.

          Plan share awards are  earned  by  recipients at a rate of 20% of
     the aggregate number of shares covered by  the  plan  over five years.
     If the employment of an employee or service as a non-employee director
     is terminated prior to the fifth anniversary of the date  of  grant of
     plan share award for any reason, the recipient shall forfeit the right
     to  any  shares subject to the award which have not been earned.   The
     total cost  associated  with  the plan is based on the market price of
     the  stock  as of the date on which  the  plan  shares  were  granted.
     Compensation  expense pertaining to the Recognition and Retention plan
     was $12,184 and  $19,974  for  the  years  ended December 31, 1999 and
     1998, respectively.

          A summary of the changes in restricted stock follows:
<TABLE>
<CAPTION>
                                           Unawarded       Awarded
                                            Shares          Shares
                                           ---------       ---------
<S>                                        <C>             <C>
          Balance January 1, 1998                  -               -
          Purchased by Plan                   25,921               -
          Granted                             (4,205)          4,205
          Earned and Issued                        -            (841)
                                           ---------       ---------

          Balance December 31, 1998           21,716           3,364
          Forfeited                              736            (736)
          Earned and Issued                        -            (855)
                                           ---------       ---------

          Balance December 31, 1999           22,452           1,773
                                           =========       =========
</TABLE>


NOTE R
     STOCK OPTION PLAN
          In  1997,  the  Company  adopted  a stock  option  plan  for  the
     benefit of  directors,  officers, and other key employees.  The number
     of shares of common stock reserved for issuance under the stock option
     plan was equal to 64,802  shares,  or ten percent, of the total number
     of  shares  of  common  shares sold in the  Company's  initial  public
     offering  of  its  common  stock.  The option exercise price cannot be
     less than the fair value of the underlying common stock as of the date
     of the option grant and the  maximum  option  term  cannot  exceed ten
     years.

          The  stock  option  plan  also  permits  the  granting  of  Stock
     Appreciation  Rights  ("SAR's").  SAR's entitle the holder to receive,
     in the form of cash or  stock,  the  increase  in  the  fair  value of
     Company  stock  from  the  date of grant to the date of exercise.   No
     SAR's have been issued under the plan.


<PAGE>


NOTE R
     STOCK OPTION PLAN (CONTINUED)

          The following table summarizes  the  activity  related  to  stock
     options:
<TABLE>
<CAPTIONS>

                                   Exercise      Available        Options
                                    Price        for Grant       Outstanding
                                 ------------   ------------     ------------
<S>                              <C>            <C>              <C>
          At Inception           $          -         64,802                -
          Granted                                          -                -
          Canceled                                         -                -
          Exercised                                        -                -
                                                ------------     ------------

          At December 31, 1999                        64,802                -
                                                ============     ============
</TABLE>


NOTE S
     FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
          In  the  normal  course  of  business,  various  commitments  and
     contingent  liabilities are outstanding, such as commitments to extend
     credit and stand-by  letters  of credit which are not reflected on the
     Association's financial statements.   Management  does  not anticipate
     any  material loss as a result of these transactions.  Commitments  to
     extend  credit  totaled  approximately  $587,000 and $57,000 on one to
     four family mortgage loans, and stand-by  letters of credit totaled $-
     0- and $-0- at December 31, 1999 and 1998, respectively.

          The  Association is a party to financial  instruments  with  off-
     balance sheet  risk  in  the  normal  course  of  business to meet the
     financing needs of its customers.  These financial instruments consist
     of commitments to extend credit and stand-by letters of credit.  These
     instruments  involve,  to  varying  degrees,  elements of  credit  and
     interest  rate  risk  in  excess  of  the  amounts recognized  in  the
     Association's Statement of Financial Condition.

          The  Association's  exposure  to  credit loss  in  the  event  of
     nonperformance by the other party to these  financial  instruments for
     commitments  to  extend  credit  and  stand-by  letters  of credit  is
     represented  by  the contractual notional amount of those instruments.
     The Association uses the same credit policies making commitments as it
     does for on-balance sheet instruments.

          Commitments to extend credit are agreements to lend to a customer
     as long as there is  no  violation of any condition established in the
     contract.  Commitments generally  have fixed expiration dates or other
     termination clauses and may require  payment  of a fee.  Since many of
     the commitments are expected to expire without  being  drawn upon, the
     total  commitment  amount  does not necessarily represent future  cash
     requirements.     The   Association    evaluates    each    customer's
     creditworthiness on  a  case-by-case  basis.   The  amount and type of
     collateral  obtained,  if  deemed  necessary  by the Association  upon
     extension  of  credit,  varies  and  is  based on management's  credit
     evaluation of the counterparty.


<PAGE>


NOTE S
     FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK (CONTINUED)

          Stand-by letters of credit are conditional  commitments issued by
     the Association to guarantee the performance of a  customer to a third
     party.   Stand-by  letters  of credit generally have fixed  expiration
     dates or other termination clauses  and  may require payment of a fee.
     The credit risk involved in issuing letters  of  credit is essentially
     non-existent,  as  the  letters  of  credit  are  secured  by  pledged
     certificates of deposit of the Association.


NOTE T
     DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
          The Company has adopted SFAS 107, "Disclosures about  Fair  Value
     of  Financial  Instruments,"  which  requires  the disclosure  of fair
     value   information   about  financial  instruments,  whether  or  not
     recognized in the statement of financial condition, for  which  it  is
     practicable  to  estimate  the  value.   Quoted  market  prices,  when
     available,  are  used  as  the  measure of fair value.  In cases where
     quoted market prices are not  available,  fair  values  are  based  on
     present  value estimates or other valuation techniques.  These derived
     fair  values   are   significantly   affected   by  assumptions  used,
     principally  the timing of future cash flows and the  discount  rates.
     Because assumptions are inherently subjective in nature, the estimated
     fair values cannot  be  substantiated  by  comparison  to  independent
     market quotes and, in many cases, the estimated fair values  would not
     necessarily  be  realized  in  an immediate sale or settlement of  the
     instrument.  The disclosure requirements  of  SFAS 107 exclude certain
     financial instruments and all nonfinancial instruments.   Accordingly,
     the   aggregate   fair   value  amounts  presented  do  not  represent
     management's estimation of the underlying value of the Company.

          The following methods  and  assumptions were used to estimate the
     fair value of each class of financial  instruments  for  which  it  is
     practicable to estimate the value:

          The   carrying   amount   of   cash  and  short-term  investments
     approximate the fair value.  For investment securities, the fair value
     is based on quoted market prices.

          For  mortgage loan receivables, the  fair  values  are  based  on
     discounted  cash flows using current rates at which similar loans with
     similar maturities  would  be  made  to  borrowers with similar credit
     risk.

          The fair value of deposits is equal to  the amount payable at the
     financial statement date.

          For  certificates of deposit, fair value is  estimated  based  on
     current rates for deposits of similar remaining maturities.

          The fair  value  of loan commitments is estimated using fees that
     would be charged to enter  similar agreements, taking into account (1)
     the remaining terms of the agreement,  (2) the creditworthiness of the
     borrowers, and (3) for fixed rate commitments,  the difference between
     current interest rates and committed rates.


<PAGE>


NOTE T
     DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

          Estimated fair values of the financial instruments are as follows
     (in thousands):
<TABLE>
<CAPTION>

                                                         December  31,  1999
                                                       ------------------------
                                                        Carrying        Fair
                                                         Amount         Value
                                                       ----------    ----------
<S>                                                    <C>           <C>
          FINANCIAL ASSETS
           Cash and Short-Term Investment              $    2,839    $    2,839
           Investment Securities                            5,510         5,510
           Loans and Mortgage Backed Securities            35,842        36,652
          FINANCIAL LIABILITIES
           Deposits                                    $   38,368    $   39,483
           Advances from FHLB                               1,000         1,000
</TABLE>
<TABLE>
<CAPTION>

                                                         December  31,  1998
                                                       ------------------------
                                                        Carrying        Fair
                                                         Amount         Value
                                                       ----------    ----------
<S>                                                    <C>           <C>
          FINANCIAL ASSETS
           Cash and Short-Term Investment              $    4,881    $    4,881
           Investment Securities                            5,304         5,304
           Loans and Mortgage Backed Securities            36,689        36,490
          FINANCIAL LIABILITIES
           Deposits                                    $   39,495    $   39,072
</TABLE>


NOTE U
     COMPREHENSIVE INCOME
          Comprehensive  income  was  comprised of changes in the Company's
     unrealized holding gains or losses  on  securities  available-for-sale
     during 1999, 1998, and 1997.  The following represents the tax effects
     associated with the components of comprehensive income.
<TABLE>
<CAPTION>
                                                                 Years Ended
                                                                 December 31,
                                                        ------------------------------
                                                          1999       1998       1997
                                                        --------   --------   --------
<S>                                                     <C>        <C>        <C>
          Gross Unrealized Holding Gains (Losses)
            Arising During the Period                   $ (1,381)  $    359   $      6
          Tax (Expense) Benefit                              470       (122)        (2)
                                                        --------   --------   --------

                                                            (911)       237          4
                                                        --------   --------   --------

          Reclassification Adjustment for Gains
            (Losses) Included in Net Income                    -        (91)        52
          Tax (Expense) Benefit                                -         31        (18)
                                                        --------   --------   --------

                                                               -        (60)        34
                                                        --------   --------   --------

          Net Unrealized Holding Gains (Losses)
            Arising During the Period                   $   (911)  $    177   $     38
                                                        ========   ========   ========
</TABLE>


<PAGE>


NOTE V
     CONVERSION FROM A MUTUAL TO A STOCK ASSOCIATION
          On  July  8,  1996, the Association converted  from  a Louisiana-
     chartered mutual   savings   and  loan  association  to  a  Louisiana-
     chartered  stock  savings  and  loan  association  known  as  "Algiers
     Homestead Association" (the Association).   The Association issued and
     sold  1000 shares of stock at $.01 per share to the Company to  become
     the wholly-owned subsidiary of  the Company.  The Association received
     net  proceeds  from  the sale of this stock of  $3,055,245.  The costs
     associated  with the stock conversion was approximately $370,000.  The
     amount  of  retained  earnings  initially  reserved for a "liquidation
     account" is approximately $4,117,000 which  is  the amount of retained
     earnings at March 31,  1996.   This  is the  retained  earnings  as of
     the latest date shown in the prospectus as per the plan of conversion.


NOTE W
     CONCENTRATION OF CREDIT RISK
          All of the Association's  loans and commitments have been granted
     to customers in the greater New Orleans area.

          The  Association  also had deposits  in  other  well  capitalized
     financial institutions which exceed the federally insured limits.


NOTE X
     DIVIDEND DECLARED
          On December 31, 1999,  the  board  of  directors  of  the Company
     declared  a  $.05  per  share  dividend  to  stockholders of record at
     December  31,  1999  to be payable on January  15,  2000.   The  total
     dividend payable recorded is $25,000.


NOTE Y
     EARNINGS PER COMMON SHARE
          Earnings per share are computed using the weighted average number
     of shares outstanding which was 467,131 in 1999 and 548,891 in 1998.

NOTE Z
     REGULATORY MATTERS
          On March 1, 2000, the Office of Thrift Supervision (OTS) and the
Office  of  Financial  Institutions (OFI) issued a preliminary supervisory
agreement  as  a  result  of  their  examination  of the Association as of
November  29,  1999,  which,  among  other things, calls for the following
within specified time periods:

          (a)   The Association shall appoint a new chief executive
                officer, two new directors, and a compliance officer,

          (b)   Formulate a revised three-year business plan,

          (c)   Adopt a written policy and procedures for commercial
                and consumer lending,

          (d)   Obtain written approval from the regional director for
                any contractual arrangements with employees or third
                parties, outside of the normal course of business,
                and for any capital distributions.

          In  addition,  on  February  23, 2000, the Association  received
notice  from  the  OTS,  directing  them  from  making any non real estate
commercial  or  consumer  loans,  or from funding any existing commitments
for  non real estate commercial or consumer loans, without their approval,
until the policy and procedures required above are completed.

          As  of  March  30,  2000,  the Board of the Association is still
negotiating  certain  elements  with the OTS and OFI, and as such, has not
signed  the  Agreement.  While no assurance can be give, the Association's
Board  of Directors believes it has taken action toward complying with the
provisions  of  the  Agreement.  It  is  not  presently  determinable what
actions,  if  any,  the  regulators  might  take  if  requirements  of the
Agreement are not complied with in the specified time periods.
<PAGE>



NOTE AA
     LEASES
          The  Association  leases  one  of  its  branch  locations from an
     unrelated third party.  The  lease  is  for  a five-year  term, with a
     monthly rental of  $4,400.   The  lease provides  for  two  five  year
     renewal options.  Total minimum rental commitment at December 31, 1999
     is as follows:
<TABLE>
<CAPTION>
         December 31,
         ------------
<S>                                                     <C>
            2000                                        $  52,800
            2001                                           52,800
            2002                                           52,800
            2003                                           52,800
            2004                                           11,000
                                                        ---------

                                                        $ 222,200
                                                        =========
</TABLE>

          For the years ended December  31,  1999,  1998 and 1997, $86,800,
     $45,000 and $45,000 was charged to rent expense, respectively.




<PAGE>


NOTE AB
     CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY

                             ALGIERS BANCORP, INC.
                           CONDENSED BALANCE SHEET
                            (Dollars in Thousands)

                                   ASSETS
<TABLE>
<CAPTION>

                                                             December 31,
                                                         --------------------
                                                           1999        1998
                                                         --------    --------
<S>                                                      <C>         <C>
Cash and Cash Equivalents                                $     19    $    780
Investments Available-for-Sale, at Fair Value                 126         117
Loans Receivable                                                -         121
Mortgage-Backed Securities - Available-for-Sale -
 at Fair Value                                                  -          64
Investment in Subsidiaries                                  6,561       7,741
ESOP Loan Receivable                                          358         404
Receivable from Subsidiaries                                   41           -
Income Tax Receivable                                         105          28
Other Assets                                                  108          48
Real Estate Owned - Net                                         -          62
                                                         --------    --------

   Total Assets                                          $  7,318    $  9,365
                                                         ========    ========

</TABLE>
<TABLE>
<CAPTION>

                     LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                      <C>         <C>
Due to Subsidiary                                        $    172    $    744
Dividends Payable                                              25          32
Other Liabilities                                               3          10
                                                         --------    --------

   Total Liabilities                                          200         786
                                                         --------    --------

Total Stockholders' Equity                                  7,118       8,579
                                                         --------    --------

   Total Liabilities and Stockholders' Equity            $  7,318    $  9,365
                                                         ========    ========
</TABLE>




<PAGE>


NOTE AB
     CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY (CONTINUED)

                             ALGIERS BANCORP, INC.
                           STATEMENTS OF OPERATIONS
                            (Dollars in Thousands)
<TABLE>
<CAPTION>



                                                        December 31,
                                                ----------------------------
                                                  1999      1998      1997
                                                --------  --------  --------
<S>                                             <C>       <C>       <C>
INTEREST INCOME
 Mortgage-Backed Securities                     $      1  $     51  $     75
 ESOP Loan                                            33        32        41
 Investment Securities                                 7         -        57
 Loans and Fees                                        9        25        13
                                                --------  --------  --------

   Total Interest Income                              50       108       186
                                                --------  --------  --------

INTEREST EXPENSE
 Homestead Advances                                    5         -         -
                                                --------  --------  --------

   Total Interest Expense                              5         -         -
                                                --------  --------  --------

NET INTEREST INCOME                                   45       108       186

NON-INTEREST INCOME
 Income (Loss) in Subsidiary-Algiers Homestead
  Association                                       (286)      209       332
 Loss in Subsidiary-Jefferson Community
  Lending, LLC                                         -       (29)     (179)
 Loss in Subsidiary-Algiers.Com, Inc.                (37)      (22)        -
 Miscellaneous Income                                  4         -        10
                                                --------  --------  --------

   Total Non-Interest Income (Loss)                 (319)      158       163
                                                --------  --------  --------

NON-INTEREST EXPENSES
 General and Administrative                          116       130       122
                                                --------  --------  --------

INCOME (LOSS) BEFORE FEDERAL
 INCOME TAX EXPENSE                                 (390)      136       227

FEDERAL INCOME TAX EXPENSE (BENEFIT)                 (23)      (24)       16
                                                --------  --------  --------


NET INCOME (LOSS)                               $   (367) $    160  $    211
                                                ========  ========  ========
</TABLE>




<PAGE>


NOTE AB
     CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY (CONTINUED)

                             ALGIERS BANCORP, INC.
                           STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                 December 31,
                                                                          1999       1998      1997
                                                                        --------   --------   --------
<S>                                                                     <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net Income (Loss)                                                      $   (367)  $    160   $    211
 Adjustments to Reconcile Net Income (Loss) to Net
  Cash Provided by (Used in) Operating Activities:
   Increase (Decrease) in Due to Subsidiaries                               (572)       693         31
   Gain on Sale of Real Estate Owned                                          (2)         -          -
   Increase in Income Tax Receivable                                         (77)         -          -
   (Increase) Decrease in Other Assets                                       (61)       (45)        23
   (Increase) Decrease in Due from Subsidiaries                              (41)         -          7
   Increase (Decrease) in Other Liabilities                                   (7)       (30)        20
                                                                        --------   --------   --------

    Net Cash Provided by (Used in) Operating Activities                   (1,127)       778        292
                                                                        --------   --------   --------

CASH FLOWS FROM INVESTING ACTIVITIES
 (Increase) Decrease in Loans Receivable - Net                               121        (67)      (116)
 Purchases of Investment Securities - Available-for-Sale                       -       (140)        (2)
 Maturities of Investment Securities - Available-for-Sale                      -          -        476
 Purchases of Mortgage-Backed Securities - Available-for-Sale                  -        (64)         -
 Maturities of Mortgage-Backed Securities - Available-for-Sale                67        821        207
 Proceeds from Sales of Real Estate Owned                                     64          -          -
 Investments in Subsidiaries                                                 323       (400)    (4,303)
                                                                        --------   --------   --------

    Net Cash Provided by (Used in) Investing Activities                      575        150     (3,738)
                                                                        --------   --------   --------

CASH FLOWS FROM FINANCING ACTIVITIES
 Sale of Common Stock                                                          -          -          -
 Contribution of Additonal Paid-in Capital                                    (5)       246      3,818
 Dividends Paid                                                             (102)      (121)      (112)
 Purchases of Treasury Stock                                                (148)    (1,203)      (472)
 Repayments of ESOP Loan                                                      46         51         64
                                                                        --------   --------   --------

    Net Cash Provided by (Used in) Financing Activities                     (209)    (1,027)     3,298
                                                                        --------   --------   --------

NET DECREASE IN CASH AND CASH
 EQUIVALENTS                                                                (761)       (99)      (148)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                780        879      1,027
                                                                        --------   --------   --------

CASH AND CASH EQUIVALENTS - END OF YEAR                                 $     19   $    780   $    879
                                                                        ========   ========   ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION
  Cash Paid During the Year for:
   Interest                                                             $      5   $      -   $      -
   Income Taxes                                                         $      -   $      -   $     45
</TABLE>



<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL  DISCLOSURE.

     None.

PART III.

ITEM  9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE WITH
               SECTION 16(A) OF THE EXCHANGE ACT.

     The information  required  by  this  item  will  be  included  in  the
Company's  definitive  proxy  statement  in connection with its 2000 Annual
Meeting of Stockholders and is incorporated herein by reference.

ITEM 10. EXECUTIVE COMPENSATION.

   The information required by this item will  be included in the Company's
definitive proxy statement in connection with its  2000  Annual  Meeting of
Stockholders and is incorporated herein by reference.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  information  required  by  this  item  will  be  included  in the
Company's  definitive  proxy  statement  in connection with its 2000 Annual
Meeting of Stockholders and is incorporated herein by reference.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The  information  required  by  this item  will  be  included  in  the
Company's definitive proxy statement in  connection  with  its  2000 Annual
Meeting of Stockholders and is incorporated herein by reference.

ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K.

     (a)  Exhibits.   Reference  is made to the Exhibit Index beginning  on
        page E-1 hereof.

     (b) Reports on Form 8-K.  The Company did not file any reports on Form
        8-K during the fourth quarter  of the year ended December 31, 1999.




<PAGE>
                                SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                            ALGIERS BANCORP, INC.


                            By: /S/ HUGH E. HUMPHREY, JR.
                                    Hugh E. Humphrey, Jr.
                              Chairman of the Board, President
                                 and Chief Executive Officer

                            Date:  March 30, 2000


     In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.


NAME                        TITLE                               DATE



/s/ Hugh E. Humphrey, Jr.   Chairman of the Board, President    March 30, 2000
--------------------------    and Chief Executive Officer
 Hugh E. Humphrey, Jr.



/s/ Thu Dang                Director                            March 30, 2000
--------------------------
       Thu Dang



/s/ John H. Gary, III       Director                            March 30, 2000
--------------------------
   John H. Gary, III



/s/ Thomas L. Arnold, Sr.   Director                            March 30, 2000
--------------------------
 Thomas L. Arnold, Sr.



/s/ Hugh E. Humphrey, III   Director                            March 30, 2000
--------------------------
Hugh E. Humphrey, III



/s/ Francis M. Minor, Jr.   Chief  Financial Officer            March 30, 2000
--------------------------
 Francis M. Minor, Jr.

<PAGE>
                               EXHIBIT INDEX


2.1*   Plan of Conversion
3.1*   Articles of Incorporation of Algiers Bancorp, Inc.
3.2*   Bylaws of Algiers Bancorp, Inc.
4.1*   Stock Certificate of Algiers Bancorp, Inc.
10.1*  Employment Agreement among Algiers  Bancorp,  Inc., Algiers Homestead
       Association and Hugh E. Humphrey, Jr., dated July 8, 1996
10.2** Employment Agreement among Algiers Bancorp, Inc.,  Algiers Homestead
       Association and Hugh E. Humphrey, III, dated July 8, 1996
10.3*  Lease for main office building
21.1   Subsidiaries  of  the  Registrant
27.1   Financial Data Schedule


(*)  Incorporated herein by reference to the Company's Form SB-2 (Registration
     No. 333-2770) filed by the Company with the SEC on March 26, 1996, as
     subsequently amended.

(**) Incorporated herein by reference from the Company's Form 10-KSB for the
     year ended December 31, 1996.