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........             September 30, 1998


_____ 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  September 30, 1998


Common stock, $.10 par value                                    2,424,258
Preferred stock, no par value, $14.25 stated value                156,927

	  
		 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 - September 30, 1998 and                   
		December 31, 1997                                         4

	 Statements of Income - Three and Nine Months Ended
		September 30, 1998 and 1997                               5
						    
	 Statement of Stockholders' Equity - Nine Months
		Ended September 30, 1998                                  6

	 Statements of Cash Flows - Nine Months Ended 
		September 30, 1998 and 1997                               7

	 Notes to Financial Statements                                    8

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

PART II - OTHER INFORMATION     

    Item 6.  Exhibits and Reports on Form 8-K                             16

    Signatures                                                            17



<PAGE>
<TABLE>
<CAPTION>

MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS (UNAUDITED)
					Three Months Ended        Nine Months Ended
					  September 30,             September 30,
EARNINGS DATA                           1998         1997         1998         1997
				     _________________________________________________
<S>                                  <C>          <C>          <C>          <C>
Net interest income                  $3,107,465   $2,516,952   $8,741,013   $7,185,901
Provision for loan losses               260,450      241,700      756,450      604,300
Non-interest income                     907,162      735,354    2,558,176    2,146,014
Non-interest expense                  2,888,022    2,474,093    8,024,476    7,025,825
Provision for income tax                242,050      127,220      662,998      428,564
Net income                              624,105      409,293    1,855,265    1,273,226
Preferred dividend requirement           37,003       37,442      111,967      117,195
Income available to common 
  shareholder                          $587,102     $371,851   $1,743,298   $1,156,031
======================================================================================

PER COMMON SHARE DATA
Basic earnings per share                  $0.24        $0.16        $0.72        $0.49
Diluted earnings per share                $0.21        $0.14        $0.62        $0.44

Book value at end of period               $5.41        $4.30        $5.41        $4.30
Market price at end of period            $13.25       $10.83       $13.25       $10.83
Market price of preferred stock at       $40.00       $33.00       $40.00       $33.00
Weighted average shares outstanding
   Basic                              2,417,457    2,378,288    2,404,799    2,364,621
   Diluted                            2,963,618    2,912,740    2,979,619    2,882,481
======================================================================================



AVERAGE BALANCE SHEET DATA
Total assets                       $240,301,904 $210,869,856 $230,966,203 $202,954,632
Earning assets                      219,123,358  190,599,040  210,198,283  183,360,010
Loans and leases                    150,018,325  118,824,135  140,539,477  107,496,909
Interest-bearing deposits           166,025,394  142,509,715  158,773,155  139,542,546
Total deposits                      220,753,040  191,343,608  212,517,851  186,703,236
Common stockholders' equity          12,638,818    9,931,230   11,744,457    9,431,211
Total stockholders' equity           14,889,712   12,340,991   14,009,428   11,866,265
======================================================================================

SELECTED RATIOS
Return on average assets (annualize        1.03%        0.70%        1.07%        0.76%
Return on average common equity (an       18.43%       14.85%       19.85%       16.39%
Return on average total equity ( an       16.63%       11.95%       17.71%       13.03%
Leverage capital ratio                     6.10%        5.78%        6.10%        5.78%
Tier 1 risk-based capital ratio            8.90%        9.36%        8.90%        9.36%
Total risk-based capital ratio             9.98%       10.39%        9.98%       10.39%
Allowance for loan losses as a %
  of total loans                           1.14%        1.08%        1.14%        1.08%
======================================================================================

PERIOD ENDING BALANCE SHEET DATA      9/30/98      9/30/97    Net Change    % Change
Total assets                       $250,386,189 $206,518,858  $43,867,331        21.24%
Earning assets                      227,224,601  185,192,383  $42,032,218        22.70%
Loans and leases, net               154,320,174  124,386,058  $29,934,116        24.07%
Interest-bearing deposits           173,626,200  134,357,623  $39,268,577        29.23%
Total deposits                      230,445,040  181,475,290  $48,969,750        26.98%
Common stockholders' equity          13,108,743   10,153,951   $2,954,792        29.10%
Total stockholders' equity           15,341,476   12,454,699   $2,886,777        23.18%
======================================================================================


</TABLE>
				     3

<PAGE>
<TABLE>
<CAPTION>


MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
________________________________________________________________________________

						   September 30,    December 31,
						       1998            1997   *
ASSETS                                              (unaudited)
						   ____________     ____________

<S>                                                <C>              <C>
Cash and due from banks                             $12,618,694      $15,774,024
Federal funds sold                                    7,400,000        8,060,000
						   ____________     ____________
     Total cash and cash equivalents                 20,018,694       23,834,024

Interest bearing deposits in banks                        1,727           48,928
Securities available-for-sale, at fair value 
  (cost of $45,373,450 in September 1998 and 
  $36,750,950 in December 1997)                      46,093,450       36,884,465
Securities held-to-maturity (estimated market 
  value of $18,707,155 in September 1998 and 
  $17,459,865 in December 1997)                      17,622,120       16,732,827
Loans, net of allowance for loan losses of
  $1,787,130 in September 1998 and $1,414,826 
  in December 1997                                  154,320,174      129,473,318
Bank premises and equipment, net                      8,653,754        6,973,150
Other real estate owned, net                             39,100           45,100
Accrued interest receivable                           1,923,217        1,638,931
Goodwill, net                                           215,936          241,902
Other assets                                          1,498,017        1,239,770
						   ____________     ____________

     Total assets                                  $250,386,189     $217,112,415
						   ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:                                        
  Non-interest bearing                              $56,818,840      $58,464,087
  Interest bearing                                  173,626,200      141,603,664
						   ____________     ____________

     Total deposits                                 230,445,040      200,067,751

Securities sold under
     repurchase agreements                                    -           69,443
Accrued interest payable                                544,839          543,936
Notes payable                                         3,532,919        3,198,794
Other liabilities                                       521,915          301,181
						   ____________     ____________

     Total liabilities                              235,044,713      204,181,105
						   ____________     ____________

Commitments and contingencies                                 -                -

Stockholders' Equity:
   Preferred Stock, no par value, $14.25 
     stated value - 5,000,000 shares 
     authorized, 156,927 and 160,756 
     issued and outstanding on 
     September 30, 1998 and December 31, 
     1997, respectively                               2,236,210        2,290,773
   Common stock, $.10 par value-
     5,000,000 shares authorized, 2,424,258 
     and 1,581,053 issued and outstanding 
     on September 30, 1998 and
     December 31, 1997, respectively                    242,426          158,106
   Surplus                                           10,424,462        9,862,700
   Unearned ESOP shares                                (123,726)        (137,243)
   Unrealized gains/losses on securities 
     available-for-sale, net of deferred
     taxes of $254,000 in September 1998 
     and $51,549 in December 1997                       466,000           81,966
   Retained earnings                                  2,096,104          675,008
						   ____________     ____________

     Total stockholders' equity                      15,341,476       12,931,310
						   ____________     ____________

Total liabilities and stockholders' equity         $250,386,189     $217,112,415
						   ============     ============
  *   The consolidated statement of condition at December 31, 1997 is taken
      from the audited balance sheet on that date.

________________________________________________________________________________


</TALBE>


				      4 



<PAGE>

</TABLE>
<TABLE>
<CAPTION>

MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME



				       Three Months Ended                Nine Months Ended
					  September 30,                    September 30,
				     1998             1997             1998             1997
					  (unaudited)                       (unaudited)
				 ____________________________      ____________________________

<S>                              <C>               <C>             <C>               <C> 
INTEREST INCOME:
Loans, including fees            $3,927,708        $3,108,931      $10,889,514       $8,325,336
Securities
     Taxable                        646,521           766,074        1,836,947        2,298,854
     Nontaxable                     236,571           223,044          680,824          571,856
Federal funds sold                   91,567            14,382          441,304          362,652
				___________      ____________      ___________      ___________
TOTAL                             4,902,367         4,112,431       13,848,589       11,558,698
				___________      ____________      ___________      ___________

INTEREST EXPENSE:
Interest on deposits              1,727,004         1,535,402        4,910,000        4,241,973
Interest on note payable             67,898            60,077          197,576          130,824
				___________      ____________      ___________      ___________

TOTAL                             1,794,902         1,595,479        5,107,576        4,372,797
				___________      ____________      ___________      ___________

NET INTEREST INCOME               3,107,465         2,516,952        8,741,013        7,185,901

PROVISION FOR LOAN LOSSES           260,450           241,700          756,450          604,300
				___________      ____________      ___________      ___________

NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES       2,847,015         2,275,252        7,984,563        6,581,601
				___________      ____________      ___________      ___________

OTHER OPERATING INCOME:
Service charges on deposits         637,266           553,168        1,887,540        1,514,244
Gains on securities, net                  -              (176)               -           85,179
Credit life insurance                30,417            56,295           98,488          157,550
Other charges and fees              203,479           126,067          572,148          389,041
				___________      ____________      ___________      ___________

TOTAL OTHER INCOME                  907,162           735,354        2,558,176        2,146,014
				___________      ____________      ___________      ___________

OTHER EXPENSES:
Salaries and employee benefits    1,396,623         1,202,047        3,930,527        3,356,084
Occupancy expense                   612,721           561,181        1,726,329        1,601,615
Other                               878,678           710,865        2,367,620        2,068,126
				___________      ____________      ___________      ___________

TOTAL OTHER EXPENSES              2,888,022         2,474,093        8,024,476        7,025,825
				___________      ____________      ___________      ___________

INCOME BEFORE INCOME TAXES          866,155           536,513        2,518,263        1,701,790
PROVISION FOR INCOME TAXES          242,050           127,220          662,998          428,564
				___________      ____________      ___________      ___________

NET INCOME                         $624,105          $409,293       $1,855,265       $1,273,226
PREFERRED DIVIDEND REQUIREMENT       37,003            37,442          111,967          117,195
				___________      ____________      ___________      ___________

INCOME AVAILABLE TO COMMON
   SHAREHOLDERS                    $587,102          $371,851       $1,743,298       $1,156,031
				===========      ============      ===========      ===========
BASIC EARNINGS PER COMMON SHARE       $0.24             $0.16            $0.72            $0.49
				===========      ============      ===========      ===========

DILUTED EARNINGS PER COMMON SHARE     $0.21             $0.14            $0.62            $0.44
				===========      ============      ===========      ===========

</TABLE>


				      5


<PAGE>
<TABLE>
<CAPTION>


MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED)
__________________________________________________________________________________________________________________________________

												 UNREALIZED
											       (GAINS) LOSSES
												     ON     
												 SECURITIES
			   PREFERRED STOCK            COMMON STOCK                       ESOP     AVAILABLE  RETAINED
			  SHARES      AMOUNT        SHARES    AMOUNT      SURPLUS     OBLIGATION  FOR-SALE   EARNINGS     TOTAL
			 _____________________    ___________________    __________   _______________________________  ___________ 
<S>                      <C>        <C>           <C>        <C>         <C>          <C>          <C>       <C>       <C> 
BALANCE,
  DECEMBER 31, 1997       160,756   $2,290,773    1,581,053  $158,106    $9,862,700   ($137,243)   $81,966   $675,008  $12,931,310

Issuance of 
  common stock                                       28,382     2,837       594,841                                        597,678
Stock split on 
  common stock
  effected in 
  the form of 
  a 50% dividend                                    806,306    80,631       (72,945)                           (9,374)      (1,688)
Dividends paid 
  on common stock                                                                                            (312,758)     (312,758)
Dividends paid on
  preferred stock                                                                                            (111,967)    (111,967)
Preferred stock 
  conversion               (3,829)     (54,563)       8,517       852        53,711                               (70)         (70)
Registration and 
  related costs
  associated with 
  dividend
  reinvestment plan                                                         (13,845)                                       (13,845)
Net income                                                                                                  1,855,265    1,855,265
ESOP obligation, 
  net of repayments                                                                      13,517                             13,517
Net change in                                                                                          
  unrealized gain/
  loss on securities
  available-for-sale, 
  net of tax                                                                                       384,034                 384,034
			_________   __________    _________  ________   ___________   _________   ________ __________  ___________
BALANCE,
  SEPTEMBER 30, 1998      156,927   $2,236,210    2,424,258  $242,426   $10,424,462   ($123,726)  $466,000 $2,096,104  $15,341,476
			=========   ==========    =========  ========   ===========   =========   ======== ==========  ===========


</TABLE>


					6


<PAGE>
<TABLE>
<CAPTION>


MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 and 1997
_____________________________________________________________________________________________


						      September 30, 1998  September 30, 1997
						      __________________  __________________
<S>                                                   <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                $1,855,265          $1,273,226
Adjustments to reconcile net income
  to net cash provided by operating activities:
    Depreciation and amortization                            710,730             628,701
    Provision for loan losses                                756,450             604,300
    Provision for deferred income taxes                       49,330              40,116
    Provision for losses on other real estate owned                -              33,718
    Discount accretion (premium amortization), net           (22,678)           (164,224)
    Gain on sale of premises and equipment                      (750)                  -
    Loss on sale of other real estate owned                    3,037                   -
    Gain on sale of securities                                     -             (85,180)
    Change in accrued interest receivable                   (284,286)           (398,241)
    Change in accrued interest payable                           903              95,842
    Change in other liabilities                               (4,205)            182,326
    Change in other assets                                  (285,089)           (318,179)
						      __________________  __________________

NET CASH PROVIDED BY OPERATING ACTIVITIES                  2,778,707           1,892,405
						      __________________  __________________

CASH FLOWS FROM INVESTING ACTIVITIES:
  Net decrease (increase) in interest-bearing deposits        47,201             313,752
  Proceeds from maturities and calls of securities ava     8,480,926          16,932,739
  Proceeds from sales of securities available-for-sale             -          12,990,400
  Purchases of securities held-to-maturity                  (300,000)         (7,577,947)
  Purchases of securities available-for-sale             (17,670,041)        (25,452,403)
  Loan originations, net of repayments                   (25,603,826)        (30,020,297)
  Purchases of premises and equipment                     (2,394,579)         (1,628,966)
  Proceeds from sales of premises and equipment               29,961                   -
  Proceeds from sales of other real estate owned              17,000                   -
						      __________________  __________________

NET CASH USED IN INVESTING ACTIVITIES                    (37,393,358)        (34,442,722)
						      __________________  __________________

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                                30,377,289           9,858,782
  Net (decrease) increase in securities sold under repurchase
    agreements and federal funds purchased                   (69,443)          3,573,102
  Net increase in other borrowed funds                             -           5,000,000
  Issuance of notes payable                                  435,000           3,024,210
  Repayments of notes payable                               (100,875)         (1,564,537)
  Proceeds from issuance of common stock                     597,678             187,879
  Payment of dividends                                      (424,725)           (376,668)
  Cost of capital through dividend reinvestment plan         (13,845)                  -
  Payment of fractional shares resulting from conversion
     of preferred stock and stock dividends                   (1,758)             (2,292)
						      __________________  __________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                 30,799,321          19,700,476
						      __________________  __________________

NET DECREASE IN CASH & CASH EQUIVALENTS                   (3,815,330)        (12,849,841)

CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD            23,834,024          25,414,562
						      __________________  __________________

CASH & CASH EQUIVALENTS AT END OF PERIOD                 $20,018,694         $12,564,721
						      ==================  ==================

</TABLE>


						 7



<PAGE>

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 
      subsidiary as of September 30, 1998 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 1997 annual consolidated report 
      and Form 10-KSB.

      The results of operations for the three and nine month periods 
      ended September 30, 1998 are not necessarily indicative of the 
      results to be expected for the entire year.


2.  ALLOWANCE FOR LOAN LOSSES

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

<TABLE>
<CAPTION>

					     Nine Months Ended
						September 30,
					       (in thousands)
					     1998          1997
					   ______        ______

       <S>                                 <C>           <C>
       Balance at beginning of year        $1,415        $1,087
	 Provision for loan losses            756           604
	 Recoveries                           122           190
	 Loans charged off                   (506)         (541)
					   ______        ______
       Balance at end of quarter           $1,787        $1,340
					   ======        ======

</TABLE>

3.  NEW ACCOUNTING STANDARD

     MidSouth adopted Statement of Financial Accounting Standards 
     No. 130 "Reporting Comprehensive Income" ("SFAS 130") effective 
     January 1, 1998.  SFAS 130 establishes standards for reporting
     and display of comprehensive income and its components.  
     Comprehensive income includes net income and other comprehensive 
     income which, in the case of MidSouth, only includes unrealized
     gains and losses on securities available-for-sale.

     Following is a summary of MidSouth's comprehensive income for 
     the nine months ended September 30, 1998 and 1997.


<TABLE>
<CAPTION>


					  1998           1997
				       __________     __________
	   <S>                         <C>            <C>
	   Net income                  $1,855,265     $1,273,226

	   Other comprehensive income,
	      net of tax                  384,034        122,945
				       __________     __________

	   Total comprehensive income  $2,239,299     $1,396,171
				       ==========     ==========

</TABLE>



				       8  
				       
<PAGE>            

	    MANAGEMENT'S DISCUSSION AND ANALYSIS
		    OR PLAN OF OPERATION

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 1997 annual consolidated 
financial statements, the notes thereto and the related 
Management's Discussion and Analysis.

Continuing to build on second quarter momentum, 
MidSouth reported strong earnings and loan growth for the 
third quarter of 1998.  Net income totaled $624,105 for the 
third quarter of 1998, an increase of 52% over net income 
of $409,293 reported for the third quarter of 1997.  Income 
available to common shareholders totaled $587,102 for the 
third quarter of 1998, compared to $371,851 for the third 
quarter of 1997.  Basic earnings per common share were 
$.24 and $.16 for the quarters ended September 30, 1998 
and 1997, respectively.  Diluted earnings per common 
share were $.21 for the third quarter of 1998 compared to 
$.14 for the third quarter of 1997.

Net income totaled $1,855,265 for the nine month period 
ended September 30, 1998 compared to $1,273,226 for the 
first nine months of 1997.  Income available to common 
shareholders totaled $1,743,298 and $1,156,031 for the 
nine month periods ended September 30, 1998 and 1997, 
respectively.  Basic earnings per common share were $.72 
for the nine months ended September 30, 1998 compared to 
$.49 for the nine months ended September 30, 1997.  
Diluted earnings per common share were $.62 and $.44 for 
the nine months ended September 30, 1998 and 1997, 
respectively.

The increase in earnings resulted primarily from growth in 
loans between the three and nine months periods ended 
September 30, 1998 and 1997.  As a result, net interest 
income increased 23% or $590,513 in quarterly comparison 
and 22% or $1,555,112 in year-to-date comparison.  Non-
interest income, exclusive of net gains on sales of 
investment securities, increased $171,632 in quarterly 
comparison and $497,341 in year-to-date comparison.  
Increases in service charges and fees on deposit accounts 
contributed most of the increase in non-interest income.

Loans, net of Allowance for Loan Losses ("ALL"), 
increased $29.9 million or 24%, from $124.4 million in the 
third quarter of 1997 to $154.3 million in the third quarter 
of 1998.  Provisions for loan losses increased $152,150, 
from $604,300 in September 1997 to $756,450 in 
September 1998 primarily due to loan growth.  
Nonperforming loans as a percentage of total loans 
increased from .29% in September 1997 to .39% in 
September 1998 due to the addition of one commercial loan 
totaling $331,336.    The  ALL represented 293% of 
nonperforming loans as of September 30, 1998.

Total deposits increased $49.0 million or 27%, from $181.5 
million in September 1997 to $230.5 million in September 
1998.  Of the $49.0 million growth in deposits, $39.3 
million was interest-bearing and $9.7 million was 
noninterest-bearing deposits.  


				    9 


<PAGE>


MidSouth's third quarter 1998 annalized return on average 
common equity was 18.43% and annalized return on average 
assets was 1.03%. The leverage capital ratio was 6.10% at 
September 30, 1998.  

Earnings Analysis

Net Interest Income

Average earning assets increased 15%, or $28.5 million, 
from $190.6 million for the three months ended September 
30, 1997 to $219.1 million for the three months ended 
September 30, 1998.  A change in the mix of earning assets 
increased net interest income as higher-yielding loans 
represented 68.5% of average earning assets in the third 
quarter of 1998 compared to 62.3% in the third quarter of 
1997.  The average yield on loans remained relatively 
unchanged at 10.39% and 10.38% for the two third quarter 
periods ending September 30, 1998 and 1997, respectively. 
Within the loan portfolio, however, yields on commercial 
and real estate loans declined 18 basis points, while 
consumer loan yields rose 69 basis points.  Consumer loan 
yields increased primarily due to loans funded by Financial 
Services of the South, Inc. (the "Finance Company") and 
credit card loans made by MidSouth National Bank (the 
"Bank").  The Finance Company's portfolio averaged $1.7 
million in consumer finance loans for the third quarter of 
1998, yielding an average of 26%.  Credit card loans at the 
Bank averaged $1.0 million and yielded an average of 17%. 
Average investment volume decreased $8.2 million, from $70.5 
million at September 30, 1997 to $62.3 million at 
September 30, 1998 due to increased loan funding.  The 
average taxable-equivalent yield on investments improved 
by 17 basis points for the same period, from 6.12% to 
6.29%.  The change in mix and increase in the volume of 
earning assets boosted the taxable-equivalent yield on 
quarterly average earning assets 31 basis points, from 
8.76% for the third quarter of 1997 to 9.07% for the third 
quarter of 1998.  

An average volume increase of  $20.8 million and a 5 basis 
point rate increase on interest-bearing liabilities resulted in 
increased interest expense for the quarter ended September 
30, 1998 compared to the quarter ended September 30, 
1997.  The percentage of average interest-bearing deposits 
to average total deposits remained constant at 75% in 
quarterly comparison.  In addition, the average rate paid on 
interest-bearing deposits remained stable, with a decrease 
of only 2 basis points from 4.14% at September 30, 1997 to 
4.12% at September 30, 1998.  The average rate paid on all 
interest-bearing liabilities decreased 5 basis points for the 
same period, from 4.25% to 4.20% due to a decrease in the 
volume of funds borrowed by the Bank.  In September 
1997, a public funds contract representing approximately 
$28 million in deposits held by the Bank expired.  To fund 
the withdrawal of these deposits, the Bank borrowed $8.5 
million in overnight and short-term funds.  The short-term 
borrowings were paid out on November 4, 1997.  

The net effect of changes in the volume and mix of average 
earning assets and interest-bearing liabilities increased net 
interest income $590,513 in quarterly comparison.  The net 
taxable-equivalent yield on average earning assets 
increased 38 basis points, from 5.44% for the quarter ended 
September 30, 1997 to 5.82% for the quarter ended 
September 30, 1998.  


				    10

<PAGE>



Review of the changes in the volume and yields of average 
earning assets and interest-bearing liabilities between the 
two nine month periods ended September 30, 1998 and 
1997 reflected results similar to the quarterly comparison.  
The net taxable-equivalent yield on average earning assets 
for the nine months ended September 30, 1998 increased 32 
basis points to 5.75% at September 30, 1998 as compared 
to 5.43% at September 30, 1997.  

Non-interest Income

MidSouth's primary source of non-interest income, service 
charges on deposit accounts, increased $120,098 for the 
three months and $373,296 for the nine months ended 
September 30, 1998 as compared to the same periods in 
1997.  The increases resulted primarily from additional 
insufficient funds fees and a change in January 1998 in the 
monthly service charge balance calculation method from 
average collected balance to minimum balance.  This 
change in method calculation resulted in additional non-
interest income despite the elimination of per check charges 
and lowering of tiered fees on most consumer deposit 
accounts.

Other non-interest income, net of gains on sales of 
investment securities, increased $77,412 in quarterly 
comparison and $183,107 in year-to-date comparison with 
significant increases recorded in VISA merchant and debit 
card income.  Although increases have been recorded in 
VISA merchant and debit card income, expenses associated 
with these programs have also increased, offsetting the 
income. Significant decreases were realized in income from 
the sale of credit life insurance of $25,878 for the quarter 
and $59,062 for the nine months period ended September 
30, 1998 as compared to the same periods ended September 
30, 1997.  Sales of credit life insurance were higher in 1997 
due to a retail loan promotion held during the first quarter.

Non-interest Expense

Non-interest expense increased  $413,929 for the three 
months and $998,651 for the nine months ended September 
30, 1998 compared to the three and nine months ended 
September 30, 1997.   Increases were recorded primarily in 
the categories of salaries and employee benefits, occupancy 
expenses, VISA programs, ATM processing fees, and 
accounting and professional fees.

Salaries and employee benefits increased primarily due to 
additional staff.  The number of full-time equivalent 
("FTE") employees increased by 12, from 139 in 
September 1997 to 151 in September 1998.  Eight of the 
twelve FTE employees were added in administrative and 
retail staffing positions and four were added for the Lake 
Charles office that began offering full service banking in 
June 1998.

Occupancy expense increased in the three and nine month 
periods ended September 30, 1998 compared to the same 
period of 1997 due to increases in building lease expense, 
depreciation and maintenance expenses associated with 
furniture and equipment and fuel and maintenance of bank 
autos.  The increase in depreciation expense resulted 
primarily from the addition of the Morgan City Office 
added in March 1997, expansion of MidSouth's ATM cash 


				    11

<PAGE>



machine network and upgrading of computer equipment 
throughout 1998 to bring additional MidSouth offices into 
an existing computer network.  Management expects 
depreciation expense to continue to increase as additional 
fixed assets are added with the completion of the Lake 
Charles and Ambassador Caffery offices.  In addition, 
construction of another Lafayette office is scheduled to 
begin in December 1998 or January 1999. 

Balance Sheet Analysis

MidSouth ended the third quarter of 1998 with consolidated 
assets of $250,386,189, an increase of  $33.3 million or 
15% from the $217,112,415 reported for December 31, 
1997.  Deposits increased over the nine months ended 
September 30, 1998 by $30.4 million.  Of the $30.4 million 
increase, $3.3 million was in public fund deposits and 
$27.1 million was in retail deposits. A new deposit 
relationship totaling approximately $14 million in 
investment accounts contributed to the $27.1 million retail 
deposit growth.  A money market account indexed to the 
90-day Treasury bill attracted approximately $5 million in 
interest-bearing retail deposits during the first nine months 
of 1998.  Retail checking and savings deposits and 
Certificates of Deposit grew $8.1 million in the same 
period.  Commercial deposits remained stable, with some 
deposit dollars shifting from non-interest bearing accounts 
to interest bearing accounts.  

Loans grew $25.2 million in the first nine months of 1998, 
with the majority of the increase recorded in real estate, 
construction and commercial loans during the second and 
third quarters.  The growth resulted primarily from the 
addition of two commercial lenders hired in the first quarter 
of 1998.  Deposit growth funded increases in securities 
available-for-sale and held-to-maturity of $9.2 million and 
$.9 million, respectively.  The increase reflects purchases of 
$18.0 million and maturities and principal paydowns of 
$8.5 million. Unrealized gains in the securities available-
for-sale portfolio, net of unrealized losses and tax effect, 
were $466,000 at September 30, 1998, compared to a net 
unrealized gain of $81,966 at December 31, 1997.  These 
amounts result from interest rate fluctuations and do not 
represent a permanent change in value.  Moreover, 
classification of securities as available-for-sale does not 
necessarily indicate that the securities will be sold prior to 
maturity.  

Capital

As of September 30, 1998, MidSouth's leverage ratio was 
6.10% as compared to 6.00% at December 31, 1997.  Tier 1 
capital to risk-weighted assets was 8.90% and total capital 
to risk-weighted assets was 9.98% at the end of the third 
quarter of 1998.  At year-end 1997, Tier 1 capital to risk-
weighted assets was 9.19% and total capital to risk-
weighted assets was 10.22%.

The introduction of a dividend reinvestment and direct 
stock purchase plan late in the fourth quarter of 1997 
yielded common stock purchases of $484,395 in the first 
nine months of 1998.             



				    12

<PAGE>


The Year 2000 Issue

To maintain safe and sound banking practices, institutions 
are required to take appropriate measures to insure efficient 
operations of computer systems beyond the year 2000.  
MidSouth's Board of Directors established a Year 2000 
compliance committee in June of 1997. The committee 
inventoried MidSouth's hardware and software programs 
and forwarded letters to the providers regarding year 2000 
compliance.  Testing and updating has been performed on 
approximately 90% of MidSouth's computer hardware and 
approximately 15% of computer software, with the 
exception of the primary data processing hardware and 
software.  Testing on the primary processing system was 
originally scheduled for the third quarter of 1998, but with 
the purchase of a system hardware upgrade, the testing has 
been rescheduled for the first quarter of 1999.  
Management's decision to upgrade system hardware was 
based on high utilization and growth expectations, not on 
year 2000 issues.  In addition, the OCC has already 
performed a review of MidSouth's primary processing 
software vendor, Jack Henry and Associates ("JHA") and 
have found JHA's year 2000 project management effort 
"satisfactory".  Furthermore, MidSouth has received a 
warranty from JHA as to completion of internal testing and 
readiness. 

To further reduce the risks associated with the year 2000, 
MidSouth held seminars for 
commercial customers and community businesses during 
the first week of May 1998.  MidSouth provided seminar 
participants with software designed to help them identify 
year 2000 issues within their organizations.  The software 
guides the user through the vendor identification and 
tracking process and provides assistance in other year 2000 
issues such as contingency planning. As part of its own 
contingency plan, MidSouth has agreements with two 
vendors to provide short-term and long-term processing 
capabilities.

In compliance with year 2000 disclosure requirements, the 
committee has analyzed the impact that compliance with 
the year 2000 may have on earnings.  Costs totaling 
approximately $60,000 have been identified for testing and 
other expenses associated with the year 2000.  Additional 
costs are expected, but it is management's opinion that the 
costs will not be material to MidSouth's earnings.


				    13

<PAGE>


Nonperforming Assets and Past Due Loans
Table 1 summarizes MidSouth's nonaccrual, past due and 
restructured loans and nonperforming assets. 

<TABLE>
<CAPTION>



				  TABLE 1

			  Nonperforming Assets and 
			   
			   Loans Past Due 90 Days 



========================================================================
			       September        December       September 
				  30,              31,            30,
				 1998             1997           1997
========================================================================

<S>                            <C>              <C>            <C>
Nonperforming loans
   
   Nonaccrual loans            $610,725         $260,875       $365,595
   Restructured loans                 -                -              -
			       ________________________________________


Total nonperforming loans       610,725          260,875        365,595


Other real estate owned, net     39,100           45,100        146,552

Other assets repossessed          9,845           13,234         16,826
			       ________________________________________


Total nonperforming assets     $659,670         $319,209       $528,973

			       ========================================


Loans past due 90 days
or more and still accruing     $518,879         $245,232       $133,755


Nonperforming loans as a
% of total loans                   .39%            0.20%          0.29%


Nonperforming assets as a
% of total loans, other real 
estate owned and other assets
repossessed                       0.42%            0.24%          0.42%


ALL as a % of nonperforming 
loans                           292.62%          542.30%        366.50%




</TABLE>


				    14

<PAGE>


Nonperforming assets were $659,670 as of September 30, 
1998, an increase of $340,461 from the $319,209 reported 
for December 31, 1997 and an increase of $130,697 from 
the $528,973 reported for September 30, 1997. The 
increase resulted primarily from the transfer of one 
commercial loan to nonaccrual status.  Loans past due 90 
days or more increased from $133,755 in September 1997 
to $245,232 in December 1997 and to $518,879 as of 
September 30, 1998.  Of the $518,879 in loans past due 90 
days or more, $161,631 were funded by the Finance 
Company.

Specific reserves have been established in the ALL to cover 
potential losses on nonperforming assets.  The ALL is 
analyzed quarterly and additional reserves, if needed, are 
allocated at that time.  Management believes the 
$1,787,130 in the reserve as of September 30, 1998 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>




Item 6.  Exhibits and Reports on Form 8-K                          Page 16

(a) Exhibits

Exihibit Number         Document 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 year ended 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.

10.6                    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.


											Page 17


10.7                    The MidSouth Bancorp, Inc. Dividend Reinvestment 
			and Stock Purchase Plan is included as Exhibit 4.6 
			to MidSouth Bancorp, Inc.'s Form S-3D filed on 
			July 25, 1997 and is incorporated herein by 
			reference.

10.8                    Loan Agreements and Master Notes for lines of 
			credit established for MidSouth Bancorp, Inc. and 
			Financial Services of the South, Inc. are         
			included as Exhibit 10.7 of MidSouth's Form 10-QSB 
			filed on August 14, 1997 and is incorporated herein 
			by reference.

11                      Computation of earnings per share  

27                      Financial Data Schedule


     (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:  November 14, 1998
						 /s/ C. R. Cloutier
						 _______________________
						 C. R. Cloutier, President 
						 & CEO


						 /s/ Karen L. Hail
						 _______________________
						 Karen L. Hail, Executive 
						 Vice President & CFO


						 /s/ Teri S. Stelly
						 _______________________
						 Teri S. Stelly, Senior 
						 Vice President & Controller