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

                                     FORM 10QSB


          __X___QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended.....................June 30, 1997


          _____TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ..... to .....

                          COMMISSION FILE NUMBER 2-91-000FW

                               MIDSOUTH BANCORP, INC.
                       Louisiana                   72 -1020809

                   102 Versailles Boulevard, Lafayette, Louisiana
                                        70501
                                   (318) 237-8343

          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 registrant was
          required to file such reports), and (2) has been subject to such
          filing requirements for the past 90 days.YES  __X__NO  _____

          State the number of shares outstanding of each of the issuer's
          classes of common equity, as of the latest practicable date.
          Outstanding as of  July 31, 1997

               Common stock, $.10 par value       1,554,717*
          Preferred stock, no par value, $14.25 stated value   171,656

          *  as adjusted for a 12.5% stock dividend payable on August 27,
             1997 to shareholders of record August 6, 1997


                   Transitional Small Business Disclosure Format:
                               Yes _______     No  __X__

                                       Page 1
<PAGE>
                                                                        Page 2

          PART 1 - FINANCIAL INFORMATION

               Item 1.  Financial Statements (Unaudited)                  Page

                    Financial Highlights                                   3

                    Statements of Condition - June 30, 1997 and
                          December 31, 1996                                4

                    Statements of Income - Three and Six Months Ended
                         June 30, 1997 and 1996                            5

                    Statement of Stockholders' Equity - Six Months
                          Ended June 30, 1997                              6 

                    Statements of Cash Flows - Six Months Ended
                         June 30, 1997 and 1996                            7

                    Notes to Financial Statements                          8 

               Item 2.  Management's Discussion and Analysis or
                         Plan of Operation                                 9

          PART II - OTHER INFORMATION

               Item 4.  Submission of Matters to a Vote of 
                          Security Holders                               16

               Item 6.  Exhibits and Reports on Form 8-K                 17

               Signatures                                                18



<PAGE>
<TABLE>
<CAPTION>

MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS (UNAUDITED)
______________________________________________________________________________________________


                                             Three Months Ended         Six Months Ended
                                                 June 30,                    June 30,
EARNINGS DATA                               1997         1996           1997         1996
                                          ____________________________________________________

<S>                                       <C>          <C>            <C>          <C>
Net interest income                       $2,430,987   $1,953,049     $4,668,949   $3,834,113
Provision for loan losses                    209,332      190,000        362,600      310,000
Other income                                 814,171      563,275      1,410,660    1,004,840
Other expense                              2,368,565    1,856,421      4,551,732    3,636,812
Income tax expense                           184,750      133,490        301,344      267,481
Net income                                   482,511      336,413        863,933      624,660
Preferred dividend requirement                39,946       39,133         79,753       78,853
Net income available to common 
  shareholders                              $442,565     $297,280       $784,180     $545,807
==============================================================================================

PER COMMON SHARE DATA

Primary earnings per share                     $0.28        $0.20          $0.51        $0.37
Fully diluted earnings per share               $0.25        $0.18          $0.46        $0.34
                                                           
Book value at end of period                    $6.16        $5.25          $6.16        $5.25
Market price at end of period                 $12.89        $9.34         $12.89        $9.34

Weighted average shares outstanding
   Primary                                 1,553,923    1,501,545      1,547,985    1,494,191
   Fully diluted                           1,906,817    1,860,877      1,896,029    1,853,523
==============================================================================================

AVERAGE BALANCE SHEET DATA

Total assets                            $205,894,127 $163,166,466   $198,940,158 $158,991,376 
Earning assets                           185,878,244  147,619,153    179,680,868  143,560,405
Loans and leases                         106,759,581   83,006,087    101,739,790   81,209,483
Interest-bearing deposits                143,677,505  110,755,512    138,034,371  107,428,628
Total deposits                           190,730,243  150,725,423    184,349,417  146,626,600
Common stockholders' equity                9,446,536    8,143,791      9,270,020    7,987,598
Total stockholders' equity                11,892,634   10,727,237     11,717,721   10,604,641
==============================================================================================

SELECTED RATIOS

Return on average assets (annualized)           0.86%        0.73%          0.79%        0.69%
Return on average common equity (annualized)   18.79%       14.64%         17.06%       13.70%
Return on average total equity ( annualized)   14.93%       11.12%         13.50%       10.32%
Leverage capital ratio                          5.79%        6.64%          5.79%        6.64%
Tier 1 risk-based capital ratio                 9.85%       11.83%          9.85%       11.83%
Total risk-based capital ratio                 10.95%       12.99%         10.95%       12.99%
Allowance for loan losses as a %
  of total loans                                1.16%        1.24%          1.16%        1.24%
==============================================================================================

PERIOD ENDING BALANCE SHEET DATA           6/30/97     6/30/96       Net Change    % Change

Total assets                            $212,617,670 $169,340,543    $43,277,127        25.56%
Earning assets                           189,611,750  153,528,979     36,082,771        23.50%
Loans and leases                         114,379,507   85,441,751     28,937,756        33.87%
Interest-bearing deposits                144,797,535  115,308,059     29,489,476        25.57%
Total deposits                           195,081,301  157,448,003     37,633,298        23.90%
Common stockholders' equity                9,573,596    7,825,251      1,748,345        22.34%
Total stockholders' equity                12,019,694   10,386,774      1,632,920        15.72%
==============================================================================================

</TABLE>

                                                     3



<PAGE>
<TABLE>
<CAPTION>

MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)
___________________________________________________________________________________________________________


                                                                              June 30,         December 31,
ASSETS                                                                          1997                1996
                                                                             ___________        ___________

<S>                                                                          <C>                <C>
Cash and due from banks                                                      $14,081,776        $11,314,562
Federal funds sold                                                                     -         14,100,000
                                                                             ___________        ___________
                                                                           
     Total cash and cash equivalents                                          14,081,776         25,414,562

Interest bearing deposits in banks                                               171,236            406,798
Securities available-for-sale, at fair value (cost of $58,138,592
     in June 1997 and $47,387,766 in December 1996)                           57,936,992         47,249,059
Securities held-to-maturity (estimated market value of $17,535,184
     in June 1997 and $9,700,307 in December 1996)                            17,124,015          9,547,853
Loans, net of allowance for loan and lease losses of
     $1,331,951 in June 1997 and $1,087,790 in December 1996                 113,047,556         93,740,719
Bank premises and equipment, net                                               6,841,218          5,808,952
Other real estate owned, net                                                     146,552            180,270
Accrued interest receivable                                                    1,660,153          1,386,596
Goodwill, net                                                                    259,212            276,523
Other assets                                                                   1,348,960          1,216,920
                                                                             ___________        ___________

     Total assets                                                           $212,617,670       $185,228,252
                                                                             ===========        ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
  Non-interest bearing                                                       $50,283,766        $49,943,207
  Interest bearing                                                           144,797,535        121,673,301
                                                                             ___________        ___________

     Total deposits                                                          195,081,301        171,616,508

Securities sold under repurchase agreements
     and federal funds purchased                                               2,297,324            104,414
Accrued interest payable                                                         471,343            397,259
Notes payable                                                                  2,533,240          1,521,435
Other liabilities                                                                214,768            228,465
                                                                             ___________        ___________

     Total liabilities                                                       200,597,976        173,868,081
                                                                             ___________        ___________

Commitments and contingencies                                                          -                  -

Stockholders' Equity:
   Preferred Stock, no par value, $14.25 stated value - 5,000,000 shares authorized, 
    171,656 and 171,956 issued and outstanding on June 30, 1997 and 
    December 31, 1996, respectively                                            2,446,098          2,450,373
   Common stock, $.10 par value- 
     5,000,000 shares authorized, 1,554,263 and 1,537,649
     issued and outstanding on June 30, 1997 and
     December 31, 1996, respectively                                             138,152            136,491
   Surplus                                                                     6,921,558          6,738,943
   Unearned ESOP shares                                                         (145,832)           (30,836)
   Unrealized gains/losses on securities available-for-sale, net of deferred
     taxes of $62,450 in June 1997 and $24,177 in December 1996                 (139,150)          (114,530)
   Retained earnings                                                           2,798,868          2,179,730
                                                                             ___________        ___________

     Total stockholders' equity                                               12,019,694         11,360,171
                                                                             ___________        ___________

Total liabilities and stockholders' equity                                  $212,617,670       $185,228,252
                                                                             ===========        ===========

</TABLE>

                                                                      
                                                                               
                                                                               4



<PAGE>
<TABLE>
<CAPTION>

MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
______________________________________________________________________________________________


                                       Three Months Ended               Six Months Ended
                                           June 30,                         June 30,
                                    1997             1996             1997             1996
                                 ___________________________       ___________________________
<S>                              <C>              <C>              <C>              <C>
INTEREST INCOME:                         
Loans, including fees            $2,756,657       $2,129,466       $5,216,405       $4,166,894
Securities and interest-bearing     990,571          782,181        1,881,592        1,458,409
Federal funds sold                  145,355          149,300          348,270          346,343
                                 __________       __________       __________       __________

TOTAL                             3,892,583        3,060,947        7,446,267        5,971,646
                                 __________       __________       __________       __________

INTEREST EXPENSE:
Interest on deposits              1,418,057        1,087,514        2,702,252        2,098,029
Interest on notes payable            43,539           20,384           75,066           39,504
                                 __________       __________       __________       __________

TOTAL                             1,461,596        1,107,898        2,777,318        2,137,533
                                 __________       __________       __________       __________

NET INTEREST INCOME               2,430,987        1,953,049        4,668,949        3,834,113

PROVISION FOR LOAN LOSSES           209,332          190,000          362,600          310,000
                                 __________       __________       __________       __________

NET INTEREST INCOME AFTER            
  PROVISION FOR LOAN LOSSES       2,221,655        1,763,049        4,306,349        3,524,113
                                 __________       __________       __________       __________

OTHER OPERATING INCOME:
Service charges on deposits         522,862          364,170          961,076          687,370
Gain on sales of securities, net     85,355                -           85,355                -
Other charges and fees              205,954          199,105          364,229          317,470
                                 __________       __________       __________       __________

TOTAL OTHER INCOME                  814,171          563,275        1,410,660        1,004,840
                                 __________       __________       __________       __________

OTHER EXPENSES:
Salaries and employee benefits    1,126,065          879,388        2,154,037        1,741,859
Occupancy expense                   534,910          421,490        1,040,434          814,927
Professional fees                    89,683           75,158          148,758          139,602
FDIC assessments                      5,283            1,000            9,695            1,500
Marketing expenses                  115,010           78,821          223,251          159,438
General and bond insurance           37,733           32,515           69,879           65,587
Data processing expenses             35,748           35,413           75,850           65,063
Postage                              57,585           35,832          106,473           70,169
Director fees                        26,309           22,732           51,284           49,005
Education and travel                 36,916           44,128           62,309           77,490
Printing and supplies                73,852           56,165          143,368          107,896
Telephone                            50,987           44,970           99,765           85,060
Expenses on other real estate ow      2,727            1,640           39,599            1,813
Other                               175,757          127,169          327,030          257,403
                                 __________       __________       __________       __________

TOTAL OTHER EXPENSES              2,368,565        1,856,421        4,551,732        3,636,812
                                 __________       __________       __________       __________

NET INCOME BEFORE INCOME TAXES      667,261          469,903        1,165,277          892,141
PROVISION FOR INCOME TAXES          184,750          133,490          301,344          267,481
                                 __________       __________       __________       __________

NET INCOME                         $482,511         $336,413         $863,933         $624,660
                                 __________       __________       __________       __________

PREFERRED DIVIDEND REQUIREMENT       39,946           39,133           79,753           78,853
                                 __________       __________       __________       __________

INCOME AVAILABLE TO COMMON
  SHAREHOLDERS                     $442,565         $297,280         $784,180         $545,807
                                 ==========       ==========       ==========       ==========

EARNINGS PER COMMON SHARE:
  PRIMARY                             $0.28            $0.20            $0.51            $0.37
                                 ==========       ==========       ==========       ==========

  FULLY DILUTED                       $0.25            $0.18            $0.46            $0.34
                                 ==========       ==========       ==========       ==========

                                                           
                                                           5

</TABLE>





<PAGE>
<TABLE>
<CAPTION>

MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED)
_________________________________________________________________________________________________________________________________
                                                                                                UNREALIZED
                                                                                              (GAINS) LOSSES
                                                                                               ON SECURITIES 
                           PREFERRED STOCK           COMMON STOCK                     ESOP      AVAILABLE-   RETAINED
                          SHARES      AMOUNT     SHARES      AMOUNT       SURPLUS   OBLIGATION   OR-SALE     EARNINGS     TOTAL
                          ____________________   ___________________    __________  _________________________________  __________
<S>                       <C>       <C>          <C>        <C>         <C>         <C>        <C>         <C>         <C>

BALANCE,
  DECEMBER 31, 1996       171,956   $2,450,373   1,364,903  $136,491    $6,738,943  ($30,836)  ($114,530)  $2,179,730  $11,360,171

Issuance of common stock                            16,083     1,608       178,393                                         180,001
Dividends paid on common
  stock                                                                                                      (164,995)    (164,995)
Dividends paid on                                                                  
Preferred stock                                                                                               (79,753)     (79,753)
Preferred stock 
  conversion                 (300)      (4,275)        531        53         4,222                                (47)         (47)
Net income                                                                                                    863,933      863,933
ESOP obligation, net of 
  repayments                                                                                    (114,996)                 (114,996)
Net change in unrealized
  gain/loss on securities
  available-for-sale, 
  net of tax                                                                                     (24,620)                  (24,620)
                         ________   __________   _________  ________    __________  ________   _________   __________  ___________
BALANCE,
  JUNE 30, 1997           171,656   $2,446,098   1,381,517  $138,152    $6,921,558 ($145,832)  ($139,150)  $2,798,868  $12,019,604
                         ========   ==========   =========  ========    ==========  ========   =========   ==========  ===========

                                                         6


</TABLE>

<PAGE>
<TABLE>
<CAPTION>


MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1997 and 1996
_____________________________________________________________________________________

                                                         June 30,          June 30,

                                                          1997              1996
                                                        _________         _________
<S>                                                     <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                               $863,933          $624,660
Adjustments to reconcile net income  
  to net cash provided by operating activities:
    Depreciation and amortization                         408,807           300,871
    Provision for loan losses                             362,600           310,000
    Provision for deferred taxes                           40,116           (83,733)
    Premium amortization, net                             (20,449)           81,747
    Net (gain) loss on sales of securities                (85,356)                -
    Net (gain) loss on sale of fixed assets                     -           (22,650)
    Net (gain) loss on sale of other real estate owned          -              (163)
    Write-down of other real estate owned                  33,718                 -
    Change in accrued interest receivable                (273,557)         (207,490)
    Change in accrued interest payable                     74,084            74,845
    Change in other liabilities                            35,030           131,464
    Change in other assets                               (182,613)         (743,050)
                                                      ___________       ___________

NET CASH PROVIDED BY OPERATING ACTIVITIES               1,256,313           466,501
                                                      ___________       ___________

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net decrease (increase) in interest-bearing deposits    235,562          (268,144)
  Proceeds from maturities and calls of securities 
  available-for-sale                                    1,343,689         1,790,367
  Proceeds from sales of securities available-for-sale  8,494,338                 -
  Purchases of securities held-to-maturity             (8,737,947)       (3,006,069)
  Purchases of securities available-for-sale          (19,321,260)      (12,426,113)
  Loan originations, net of repayments                (19,784,433)       (6,876,754)
  Purchases of premises and equipment                  (1,423,762)         (799,213)
  Proceeds from sale of other real estate owned                 -             3,500
  Proceeds from sales of fixed assets                           -           149,758
                                                      ___________       ___________

NET CASH USED IN INVESTING ACTIVITIES                 (39,193,813)      (21,432,668)
                                                      ___________       ___________

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                             23,464,793        18,418,440
  Net increase (decrease) in repurchase 
    agreements and federal funds purchased              2,192,910          (108,542)
  Issuance of notes payable                             2,564,210                 -
  Repayments of notes payable                          (1,552,405)          (81,558)
  Proceeds from issuance of common stock                  180,001            78,979
  Payment of dividends                                   (244,748)         (116,931)
  Payment of fractional shares resulting from 
     conversion preferred stock                               (47)                -
  Proceeds from exercise of stock options                       -            97,657
                                                      ___________       ___________
NET CASH PROVIDED BY FINANCING ACTIVITIES              26,604,714        18,288,045
                                                      ___________       ___________

NET DECREASE IN CASH & CASH EQUIVALENTS               (11,332,786)       (2,678,122)

CASH & CASH EQUIVALENTS AT BEGINNING OF YEAR           25,414,562        26,098,209
                                                      ___________       ___________

CASH & CASH EQUIVALENTS AT END OF QUARTER             $14,081,776       $23,420,087
                                                      ===========       ===========

</TABLE>


                                        7



MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED  FINANCIAL STATEMENTS


1.  STATEMENT BY MANAGEMENT CONCERNING THE REVIEW OF UNAUDITED 
     FINANCIAL INFORMATION

       The accompanying unaudited consolidated financial statements and 
       notes thereto contain all adjustments, consisting only of normal 
       recurring adjustments, necessary to present fairly the financial 
       position of MidSouth Bancorp, Inc. ("MidSouth") and its subsidiaries 
       as of June 30, 1997 and the results of their operations and their 
       cash flows for the periods presented.  The consolidated financial
       statements should be read in conjunction with the annual 
       consolidated financial statements and the notes thereto included 
       in MidSouth's 1996 annual report and Form 10-KSB.

       The results of operations for the six month period ended June 30, 
       1997 are not necessarily indicative of the results to be expected 
       for the entire year.



2.  ALLOWANCE FOR LOAN AND LEASE LOSSES

       An analysis of the activity in the allowance for loan and lease 
       losses is as follows:

                                            Six Months Ended
                                                 June 30,
(in thousands)                              1997          1996
                                          ______        ______

       Balance at beginning of year       $1,087        $1,052
         Provision for loan losses           363           310
         Recoveries                          163            80
         Loans charged off                  (281)         (379)
                                          ______        ______
       Balance at end of quarter          $1,332        $1,063
                                          ======        ======

3.  NEW ACCOUNTING STANDARD

     In February 1997, the Financial Accounting Standards Board issued 
     Statement of Financial Accounting Standards (SFAS) No. 128, 
     " Earnings per Share."  This new standard requires dual 
     presentation of basic and diluted earnings per share (EPS) on 
     the face of the earnings statement and requires a
     reconciliation of the numerators and denominators of the basic 
     and diluted EPS calculations.  This statement will be effective 
     for financial statements issued for periods ending after
     December 15, 1997.  Basic and diluted earnings per shares, as
     computed under SFAS No. 128, would have been $.28 and $.25,
     respectively, for the three months ended June 30, 1997.  For
     the six months ended June 30, 1997, basic earnings per share
     would have been $.51 and diluted earnings per share would have
     been $.46.


4.  NOTES PAYABLE

     On June 23, 1997, MidSouth refinanced its $2.5 million line of
     credit with another finanical institution, paying out existing 
     borrowings of $833,355 and receiving advances of $1,385,024
     under the new line of credit.  At any time prior to June 30, 2007,
     MidSouth may request advances up to but not exceeding an
     aggregate principal amunt of $2,500,000 at any one time
     outstanding.  Advances under the line of credit bear interest
     at a variable rate equal to the prime commercial rate of interest
     quoted in the "Money Rates" section of the Wall Street Journal
     minus fifty basis points (0.50%).  The current rate is 8.00%.
     Interest under the note is due and payable quarterly in arrears 
     on the last day of each quarter beginning September 30, 1997.
     Beginning June 30, 1999, principal payments in the amount of
     11.11% of the loan balance on June 30, 1999 are due and payable
     in eight consecutive annual installments on June 30 of each 
     succeeding calendar year.  The entire outstanding balance of the
     loan is due and payable in a ninth and final installment on 
     June 30, 2007.

     The Finance Company paid out borrowings of $600,000 against its
     line of credit on June 23, 1997 with $675,000 in advances
     against a new $1,200,000 line of credit.  Advances under the new 
     line of credit bear interest at a variable rate equal to the
     commercial prime rate as quoted in the "Money Rates" section
     of the Wall Street Journal plus twenty five basis point (0.25%).  
     The current rate is 8.75%.  Interest on the line is payable 
     monthly, with principal due at maturity on May 1, 1998.

5.  STOCK DIVIDEND

     On July 16, 1997, the Board of Directors declared a 12.5% stock
     dividend payable on August 27, 1997 to shareholders of record
     on August 6, 1997.  All per share an weighted average share
     data have been restated to reflect this stock dividend.





                                   8

<PAGE>


                         MANAGEMENT'S DISCUSSION AND ANALYSIS
                                 OR PLAN OF OPERTION

          This  review  should be read in conjunction with MidSouth Bancorp
          Inc.'s  ("MidSouth")   consolidated   financial   statements  and
          accompanying notes contained herein, as well as with   MidSouth's
          1996 annual consolidated financial statements, the notes  thereto
          and the related Management's Discussion and Analysis.

          All per share data has been adjusted  for  a  12.5% common  stock 
          dividend payable on  August  27, 1997  to  common shareholders of
          record on August 6, 1997.

          MidSouth  reported  net income for the second quarter of 1997  of
          $482,511, representing  a  43%  increase  over net income for the
          second quarter of 1996 of $336,413.  Income  available  to common
          shareholders  totaled  $442,565  for  the  second quarter of 1997
          compared  to $297,280 for the second quarter  of  1996.   Primary
          earnings per  share  were  $.28  and $.18 for the quarters ending
          June 30, 1997 and 1996, respectively.  Fully diluted earnings per
          share was  $.25 for the second quarter  of  1997 compared to $.20
          for  the second quarter of 1996.  Year-to-date  earnings  totaled
          $863,933  at June 30, 1997 compared to $624,660 at June 30, 1996.
          Net income  available  to  common shareholders for the six months
          ending June 30, 1997 totaled  $784,180  compared  to $545,807 for
          the same period in 1996.  Primary earnings per common  share were
          $.51 and $.37 for the two six month periods ending June  30, 1997
          and 1996, respectively.  Fully diluted year-to-date earnings  per
          share was  $.46 at June 30, 1997 and $.34 at June 30, 1996.

          A bustling Acadiana economy stimulated a second quarter of strong
          growth  for  MidSouth  in  the  current year.  Increased business
          activity  and  low  unemployment have  boosted  loan  demand  and
          deposit account balances.   Loans,  net of Allowance for Loan and
          Lease  Losses ("ALLL"), increased 33%,  or  $28.6  million,  from
          $84.4 million  in the second quarter of 1996 to $113.0 million in
          the second quarter of 1997.  Deposits grew 24%, or $37.7 million,
          from $157.4 million  at  June  30, 1996 to $195.1 million at June
          30,  1997.   Net  interest  income  increased  24%  in  quarterly
          comparison and 22% in year-to-date comparison  primarily  due  to
          increased  loan  volume.  A significant quarterly increase of 45%
          and year-to-date increase  of  40%  was  recorded in non-interest
          income primarily due to service charges on  deposit  accounts and
          net gains of $85,355 on sales of securities.

          The  combined  increases  in net interest income and non-interest
          income  more than offset a 27%  quarterly  and  25%  year-to-date
          increase  in  non-interest expenses for 1997 as compared to 1996.
          Operational  costs  associated  with  the expansion of MidSouth's
          market  presence  over  the past 24 months  continued  to  impact
          earnings, but, significant  loan  fundings  in  the first half of
          1997 improved offsetting revenues for most of the new markets.

          Provisions  for loan and lease losses increased $19,332  for  the
          quarter and $52,600  for  the  six  months  ending June 30,  1997
          as compared to the same periods in 1996, primarily  due  to  loan  
          growth.   Nonperforming   loans as a percentage  of  total  loans  
          was .45%  for the current quarter ending compared to .43% for the 
          second  quarter  of   1996.  The  ALLL    represents  256.80%  of 
          nonperforming loans as of June 30, 1997.

                                      9

<PAGE>


          MidSouth ended the second  quarter  of  1997 with total assets of
          $212,617,670, an increase of 14.8% over the $185,228,252 reported
          at year-end 1996 and an increase of 25.6%  over  the $169,340,543
          reported at the end of the second quarter of 1996.   As  of  June
          30,  1997,  MidSouth's annualized return on average common equity
          was 17.06% and  annualized return on average assets was .79%  The
          leverage capital ratio was 5.79% at the current quarter-end.

          Earnings Analysis

          Net Interest Income

          Average earning assets  increased  25.3%,  or $36.2 million, from
          $143.5 million for the six months ending June  30, 1996 to $179.7
          million  for  the six months ending June 30, 1997.   The  earning
          asset mix remained  relatively unchanged in six month comparison,
          with 56.6% in loans and  43.4%  in  securities  and federal funds
          sold.   A  review  of  the quarterly average earnings  asset  mix
          reflects a slight increase  in  the  percentage  attributable  to
          loans to 57.4% of total earning assets as of June 30, 1997. These  
          changes in the earning asset mix resulted in  increased  interest 
          income of $831,636 in quarterly comparison and $1,474,621 in  six 
          month comparison.

          Volume increases in interest bearing deposits yielded most of the
          $353,698 quarterly increase and $639,785 year-to-date increase in
          interest  expense.   Additionally,   the  percentage  of  average
          interest bearing deposits to average total  deposits increased in
          both quarterly and six month comparisons, reflective  of  a  high
          volume  of  interest bearing  public fund deposits.  For both the
          three and six month  periods ending June 30, 1997, 75.3% of total 
          average   deposits  were  interest bearing and  24.7%  were  non-
          interest bearing.  An increase  in  the  amount of  notes payable 
          contributed to the increase in  interest  expense  for the  three  
          and six month  periods  ending  June 30, 1997.  MidSouth borrowed 
          an additional  $500,000   in   the   second quarter of 1997 for a 
          capital  injection  in  its   bank  subsidiary, MidSouth National
          Bank (the "Bank").  The Finance Company  borrowed  an  additional
          $435,000 in the same period for loan fundings.

          The net effect of changes in the volume and mix of earning assets
          and interest bearing liabilities
          was  increased  net  interest  income  of  $477,938  in quarterly
          comparison  and  $834,836  in  year-to-date comparison.    Slight
          changes in yields on earning assets  and  rates  paid on interest
          bearing liabilities had little impact on net interest  income for
          the three and six  month  periods  reviewed.  The  net  yield  on 
          average earning   assets fell 12 basis points, from 5.36% for the  
          six  month  period  ending  June 30,  1996,  to 5.24% for the six 
          month period ending June 30, 1997.

                                      10

<PAGE>

          Non-interest Income

          MidSouth's primary source of non-interest income, service charges
          on  deposit  accounts,  increased  $158,692  for the quarter  and
          $273,706 for the six months ending June 30, 1997  as  compared to
          the  same  periods in 1996.  The increases result primarily  from
          additional   insufficient  funds  fees and fees earned on deposit
          accounts added in the past twelve months.

          Excluding a one-time gain of $22,650 on the sale of fixed assets
          in  the  second  quarter  of  1996,  other  non-interest  income  
          increased   $29,499  and  $69,409 in quarterly and  year-to-date 
          comparisons, respectively.   Increases were recorded the  second 
          quarter of 1997  in income  from  the  sale of   credit     life  
          insurance,  lease   income  from  Royal  Alliance (a third party 
          investment   company),   and  VISA  debit  card   income.    The  
          increase  in    year-to-date   comparisons  resulted   primarily  
          from non-interest income  of $48,207   recognized by the Finance  
          Company  for the  six months ended June 30, 1997.

          Non-interest Expense

          Non-interest  expense  increased  27.6%  for the three months and
          25.2% for the six months ended June 30, 1997  as  compared to the
          same   periods  ended  June  30,  1996.   The  increase  resulted
          primarily from start up and operational costs associated with new
          office  facilities  and promotions to  expand  MidSouth's  market
          presence.  Specifically,  increases were recorded in salaries and
          employee  benefits,  occupancy   expenses,   marketing  expenses,
          postage, and printing and supplies.  Additionally,   a  quarterly
          increase was recorded in professional fees primarily due  to fees
          associated with MidSouth's stock transfer services and legal fees
          associated  with  a  stock option incentive plan and  a  dividend 
          reinvestment plan.

          Salaries and employee  benefits  increased due to the addition of
          the  Morgan City Office and Lake Charles  Office  staffs  and  an
          increase  in  incentive  compensation.  The  number  of full-time
          equivalent ("FTE") employees increased by 8 from 125 in June 1996 
          to 133 in June 1997.

          Occupancy  expense  increased  in the three and six month periods
          ending June 30, 1997 as compared  to the same periods of 1996 due
          to  increases  in  building  lease  expense,   depreciation   and
          maintenance  expenses  associated  with  furniture and equipment,
          fuel and maintenance of bank autos and ad  valorem  taxes.  These
          increases  result   primarily  from  the  Super  1  Lafayette and 
          Morgan  City offices added  in 1996 and early 1997 and  the  loan  
          production office opened in Lake Charles  in  the  fourth quarter 
          of 1996. Marketing  and  promotional expenses increased   due  to   
          the introduction  of  MidSouth  to  these  new   markets  and  to 
          quality service programs and special loan and deposit promotions.


                                      11

<PAGE>

          Balance Sheet Analysis

          MidSouth  ended  the  second  quarter of 1997  with  consolidated
          assets  of  $212,617,670,  an  increase   of   14.8%   over   the
          $185,228,252  reported for December 31, 1996.  Deposits increased
          over the six months   ended  June 30, 1997  by   $23.5   million.  
          Substantially all of this increase, combined with $16.1  million  
          in federal funds and $9.8 million  in  cash  flows from sales and 
          maturities  of  securities, funded $19.6 million in  loan  growth 
          and the purchase of $28.1 million in securities.

          Of  the  $23.5  million increase in deposits,  approximately  $13
          million is associated  with a public funds contract that  expired
          July   31, 1997.  Total  funds  on  deposit  under  the  contract 
          amount  to  approximately  $28  million.  Management expects  the  
          majority  of   these   funds to be withdrawn by  August 31, 1997.  
          Borrowing lines with correspondent  banks  and  the  Federal Home 
          Loan Bank of Dallas, Texas are available if needed to  cover  the  
          withdrawal of these funds.  Additional increases were recorded in 
          commercial  demand and money  market  deposits  and  certificates  
          of deposit due to favorable   economic  conditions  and increased 
          business  activity throughout MidSouth's market.

          Loan  growth experienced in the first  six  months  of  1997  was
          primarily  in  the  commercial,     agricultural  and real estate
          portfolios.  The Bank's new Morgan City Office and  Lake  Charles
          Loan Production Office contributed $2.7 million and $6.2 million,
          respectively,  to  the  $19.6 million growth in loans during this
          period.   A  direct  leasing  program  introduced  in  the  third
          quarter of 1996 recorded an increase of $1.3 million for the same
          period.

          Securities available-for-sale increased $10.7 million, from $47.2
          million at  December  31, 1996 to $57.9 million at June 30, 1997.
          The net increase reflects  purchases  of  $19.2  million in U. S.
          Treasury  and  mortgage-backed  securities  and  liquidation   of
          approximately  $7.5  million  in  adjustable rate mortgage-backed
          securities and a $1.0 million mutual  fund  investment as part of
          a repositioning of the portfolio.  Net  gains  recorded  with the
          sales  totaled  $85,355.  Tax-free  municipal securities totaling
          $8.7 million were  purchased  for  the held-to-maturity portfolio
          during the six months ended June 30,  1997.    Additionally, $1.3
          million  in  maturities and principal paydowns were  received  on
          mortgage-backed  securities  during the first six months of 1997.
          Unrealized losses in the securities available-for-sale portfolio,
          net of unrealized gains and tax effect, were $139,150 at June 30,
          1997, compared to a net unrealized  loss  of $114,530 at December
          31, 1996.  These amounts result from interest  rate  fluctuations
          and  do  not  represent permanent impairment of value.  Moreover,
          classification  of  securities  as  available-for-sale  does  not
          necessarily  indicate  that  the securities will be sold prior to
          maturity.

          Notes payable to financial institutions increased $1.0 million
          from December 31, 1996 to June 30, 1997.  On June 23, 1997,
          MidSouth refinanced its $2.5 million line of credit with another
          financial institution, paying out existing borrowings of $833,355 
          and receiving advances of $1,385,024 under the new line of credit.
          At any time prior to June 30, 2007, MidSouth may request advances
          up to but not exceeding an aggregate principal amount $2,500,000
          at any one time outstanding.  Advances under the line of credit
          bear interest at a variable rate equal to the prime commercial
          rate of interest quoted in the "Money Rates" section of the
          Wall Street Journal minus fifty basis points (0.50%).  The 
          current rate is 8.00%.  Interest under the note is due and 
          payable quarterly in arrears on the last day of each quarter
          beginning September 30, 1997.  Beginning June 30, 1999, principal
          payments in the amount of 11.11% of the amount of the loan
          balance on June 30, 1999 ares due and payable in eight consecutive
          annual installments on June 30 of each succeeding calendar year.
          The entire outstanding balance of the loan is due and payable
          in a ninth and final installment on Jun 30, 2007.  The
          additional $500,000 advanced under the line was injucted into
          the capital of the Bank.

          Additionally, the Finance Company paid out borrowings of
          $600,000 against its line of credit on June 23, 1997 with
          $675,000 in advances against a new $1,200,000 line of credit.
          Advances under the line of credit bear interest at a variable
          rate equal to the commercial prime rate as quoted in the
          "Money Rates" section of the Wall Street Journal plus twenty
          five basis points (0.25%).  The current rate is 8.75%.  
          Interest on the line is payable monthly, with principal due 
          at maturity on May 1, 1998.



                                      12

<PAGE>




          Capital Ratios

          As  of June 30, 1997, MidSouth's  leverage  ratio  was  5.79%  as
          compared  to 6.30% at December 31, 1996.  Tier 1 capital to risk-
          weighted assets  was  9.85%  and  total  capital to risk-weighted
          assets was 10.95% at the end of the second  quarter  of 1997.  At
          year-end 1996, Tier 1 capital to risk-weighted assets  was 10.82%
          and total capital to risk-weighted assets was 11.87%.






                                      13

<PAGE>
<TABLE>
<CAPTION>

          Nonperforming Assets and Past Due Loans

          Table 1 summarizes MidSouth's nonaccrual, past due and
          restructured loans and nonperforming assets.

                                   TABLE 1
                          Nonperforming Assets and 
                           Loans Past Due 90 Days

          ===============================================================
                                        June 30,  December 31,  June 30,

                                          1997        1996       1996
          ===============================================================

          <S>                           <C>        <C>         <C>
          Nonperforming loans

             Nonaccrual loans           $518,675   $523,020    $362,537

             Restructured loans                -        835         853
                                       ________________________________


          Total nonperforming loans      518,675    523,855     363,390


          Other real estate owned, net   146,552    180,270     180,270
          
          Other assets repossessed        26,040     10,015       6,718
                                       ________________________________

          Total nonperforming assets    $691,267   $714,140    $550,378
                                       ================================

          Loans past due 90 days
          or more and still accruing     $59,675   $448,281    $338,294


          Nonperforming  loans as a
          % of total loans                   .45%      0.55%       0.43%
          Nonperforming loans as a
          % of total loans, other             
          real estate owned and
          other assets repossessed          0.60%      0.75%       0.64%


          ALLL as a % of 
          nonperforming loans             256.80%    207.65%     292.50%

</TABLE>

                                      14


           Nonperforming assets were $691,267 as of June 30, 1997, a
           decrease of $22,873 from the $714,140 reported for December 31,
           1996 and an increase of $140,889 from the $550,378 reported for
           June 30, 1996.  No significant changes occurred during the first
           six months of 1997.  The increase of $140,889 resulted primarily 
           from the addition of one commercial credit in September 1996 that 
           represents a pool of automobile loans.  The initial service 
           provider had discontinued processing payments on the pool, which 
           resulted in placement of the credit on nonaccrual.  Subsequently, 
           a new service provider continued payments on the pool and MidSouth 
           has experienced no loss in payments to date.

           Loans past due 90 days or more decreased from $448,281 in June
           1996 to $338,294 in December 1996 and to $59,675 as of June 30,
           1997.

           Specific reserves have been established in the ALLL to cover
           potential losses on nonperforming assets.  The ALLL is analyzed
           quarterly and additional reserves, if needed, are allocated at
           that time.  Management believes the $1,331,951 in the reserve as
           of June 30, 1997 is sufficient to cover potential losses in
           nonperforming assets and in the loan and lease portfolios.  Loans
           classified for regulatory purposes but not included in Table 1 do
           not represent material credits about which management has serious
           doubts as to the ability of the borrower to comply with loan
           repayment terms.


                                      15







<PAGE>

                                                            Page 16


          Item 4.  Submission of Matters to a Vote of Security Holders

          At the annual meeting of shareholders of MidSouth Bancorp, Inc.
          held May 14, 1997 at 2:00 p.m., the following Class 1 Directors
          were elected and MidSouth's Stock Incentive Plan was  approved.

          The following provides information as to the votes:

       Election of Directors   For   Withheld  Abstentions   Broker Non-Votes
          

      C. R. Cloutier          1,118,921                        257,537
      
      J.B. Hargroder          1,119,581                        257,537
      
      William M. Simmons      1,118,921                        257,537


                               For     Against   Abstentions Broker Non-Votes


      1997 MidSouth Stock
      Incentive Plan            957,495  14,846      11,797    395,451




<PAGE>

          Item 6.  Exhibits and Reports on Form 8-K                 Page 17

          (a) Exhibits

          Exihibit NumberDocument Description

           3.1           Amended and Restated Articles of Incorporation of
                         MidSouth Bancorp, Inc. is included as Exhibit 3.1 
                         to the MidSouth's Report on Form 10-K for the year
                         ended December 31, 1993, and is incorporated
                         herein by reference.

           3.2           Articles of Amendment to Amended and Restated
                         Articles of Incorporation dated July 19, 1995 
                         are included as Exhibit 4.2 to MidSouth's 
                         Registration Statement on Form S-8 filed 
                         September 20, 1995 and is incorporated herein 
                         by reference.

           3.3           Amended and Restated By-laws adopted by the Board
                         of Directors on April 12, 1995 are included as 
                         Exhibit 3.2 to Amendment No. 1 to MidSouth's 
                         Registration Statement on Form S-4 (Reg. 
                         No. 33-58499) filed on June 1, 1995.

          10.1           MidSouth National Bank Lease Agreement with
                         Southwest Bank Building Limited Partnership is 
                         included as Exhibit 10.7 to the Company's annual
                         report on Form 10-K for the Year Ended December
                         31, 1992, and is incorporated herein by reference.

          10.2           First Amendment to Lease between MBL Life
                         Assurance Corporation, successor in interest to 
                         Southwest Bank Building Limited Partnership in
                         Commendam, and MidSouth National Bank is included
                         as Exhibit 10.1 to Report on the Company's annual 
                         report on Form 10-KSB for the yearended
                         December 31, 1994, and is incorporated herein by 
                         reference.

          10.3           Amended and Restated Deferred Compensation Plan
                         and Trust is included as Exhibit 10.3 to the 
                         Company's annual report on Form 10-K for the year
                         ended December 31, 1992 and is incorporated herein
                         by reference.

          10.4           Employment Agreements with C. R. Cloutier and 
                         Karen L. Hail are included as Exhibit 5(c) to 
                         MidSouth's Form 1-A and are incorporated
                         herein by reference.

          10.5           Description of the Incentive Compensation Plan for 
                         Officers of MidSouth National Bank is included as 
                         Exhibit 10.5 to the Company's annual report
                         on Form 10-K for the year ended December 31, 1993,
                         and is incorporated herein by reference.


<PAGE>
                                                                 Page 18


          10.6           MidSouth Bancorp, Inc.'s 1997 Stock Incentive
                         Plan is included as Exhibit 4.5 to MidSouth's
                         definitive Proxy Statement filed April 11, 1997,
                         and is incorporated herein by reference.

          10.7           Notes Payable

          11             Computation of earnings per share



               (b)  Reports Filed on Form 8-K

                    (none)




          Signatures



          In accordance with the requirements of the Exchange Act, the
          registrant caused this report to be signed on its behalf by the
          undersigned, thereunto duly authorized.



                                        MidSouth Bancorp, Inc.
                                        (Registrant)

          Date:  August 13, 1997

                                        ___________________________
                                        C. R. Cloutier, President & CEO


                                        ____________________________
                                        Karen L. Hail, Executive Vice
                                        President & CFO


                                        __________________________________
                                        Teri S. Stelly, Senior Vice
                                        President & Controller