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, 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  October 31, 1997

               Common stock, $.10 par value                     1,578,943
          Preferred stock, no par value, $14.25 stated value      161,456

                   Transitional Small Business Disclosure Format:
                               Yes _______     No    X

                                       Page 1

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                                                                 Page 2

          PART 1 - FINANCIAL INFORMATION

           Item 1.  Consolidated Financial Statements (Unaudited)      Page

                    Financial Highlights                                 3 

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

                    Statements of Income - Three and Nine Months Ended
                         September 30, 1997 and 1996                     5

                    Statement of Stockholders' Equity - Nine Months
                          Ended September 30, 1997                       6

                    Statements of Cash Flows - Nine Months Ended
                         September 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 6.  Exhibits and Reports on Form 8-K                    16

               Signatures                                               17


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<CAPTION>


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

______________________________________________________________________________________________________


                                                Three Months Ended             Nine Months Ended
                                                   September 30,                 September 30,
EARNINGS DATA                                   1997           1996            1997          1996
                                             _________________________________________________________
<S>                                          <C>            <C>             <C>            <C>
Net interest income                         $2,516,952     $2,049,089      $7,185,901     $5,883,202
Provision for loan losses                      241,700        224,804         604,300        534,804
Non-interest income                            735,354        563,384       2,146,014      1,568,224
Non-interest expense                         2,474,093      2,039,381       7,025,825      5,676,193
Provision for income tax                       127,220         95,280         428,564        362,761
Net income                                     409,293        253,008       1,273,226        877,668
Preferred dividend requirement                  37,442         39,133         117,195        117,986
Income available to common shareholders       $371,851       $213,875      $1,156,031       $759,682
______________________________________________________________________________________________________

PER COMMON SHARE DATA

Primary earnings per share                       $0.23          $0.14           $0.74          $0.51
Fully diluted earnings per share                 $0.21          $0.14           $0.67          $0.47

Book value at end of period                      $6.45          $5.43           $6.45          $5.43
Market price at end of period                   $16.25          $9.45          $16.25          $9.45
Weighted average shares outstanding
   Primary                                   1,595,916      1,511,138       1,565,926      1,498,436
   Fully diluted                             1,930,918      1,870,470       1,913,192      1,857,768
______________________________________________________________________________________________________

AVERAGE BALANCE SHEET DATA

Total assets                              $210,869,856   $170,715,583    $202,954,632   $162,927,970
Earning assets                             190,599,040    155,060,362     183,360,010    147,421,704
Loans and leases                           118,824,135     87,516,401     107,496,909     83,327,134
Interest-bearing deposits                  142,509,715    116,531,168     139,542,546    110,484,955
Total deposits                             191,343,608    157,828,297     186,703,236    150,387,753
Common stockholders' equity                  9,931,230      8,298,866       9,431,211      8,110,061
Total stockholders' equity                  12,340,991     10,860,389      11,866,265     10,690,515
______________________________________________________________________________________________________

SELECTED RATIOS

Return on average assets (annualized)             0.70%          0.50%           0.76%          0.62%
Return on average common equity (annuali         14.85%         10.22%          16.39%         12.48%
Return on average total equity ( annuali         11.95%          7.81%          13.03%          9.47%
Leverage capital ratio                            5.78%          6.35%           5.78%          6.35%
Tier 1 risk-based capital ratio                   9.36%         11.53%           9.36%         11.53%
Total risk-based capital ratio                   10.39%         12.65%          10.39%         12.65%
Allowance for loan losses as a %
  of total loans                                  1.08%          1.19%           1.08%          1.19%
______________________________________________________________________________________________________

PERIOD ENDING BALANCE SHEET DATA            9/30/97        9/30/96        Net Change     % Change

Total assets                              $206,518,858   $171,781,165     $34,737,693          20.22%
Earning assets                             185,192,383    155,035,051     $30,157,332          19.45%
Loans and leases                           124,386,058     88,164,439     $36,221,619          41.08%
Interest-bearing deposits                  134,357,623    119,113,869     $15,243,754          12.80%
Total deposits                             181,475,290    159,130,877     $22,344,413          14.04%
Common stockholders' equity                 10,153,951      8,164,701      $1,989,250          24.36%
Total stockholders' equity                  12,454,699     10,726,224      $1,728,475          16.11%
______________________________________________________________________________________________________

All per share and shares outstanding data have been adjusted to reflect a 
12.5% stock dividend payable on August 27, 1997 to common shareholders of 
record on August 6, 1997.
                                                          
                                                          
                                                          3

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<CAPTION>

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

                                                     September 30,  December 31,
ASSETS                                                  1997            1996
                                                     ___________    ___________

<S>                                                  <C>            <C>
Cash and due from banks                              $12,164,721    $11,314,562
Federal funds sold                                       400,000     14,100,000
                                                     ___________    ___________

     Total cash and cash equivalents                  12,564,721     14,100,000

Interest bearing deposits in banks                        93,046        406,798
Securities available-for-sale, at fair 
  value (cost of $43,339,142 in September 1997          
  and $47,387,766 in December 1996)                   43,360,187     47,249,059
Securities held-to-maturity (estimated 
  market value of $17,554,695 in September 1997 
  and $9,700,307 in December 1996)                    16,953,092     93,740,719
  123,046,154   9,547,853
Loans, net of allowance for loan and lease 
  losses of $1,339,904 in September 1997 
  and $1,087,790 in December 1996                    123,046,154     93,740,719
Bank premises and equipment, net                       6,835,182      5,808,952
Other real estate owned, net                             146,552        180,270
Accrued interest receivable                            1,784,837      1,386,596
Goodwill, net                                            250,558        276,523
Other assets                                           1,484,529      1,216,920
                                                     ___________    ___________

     Total assets                                   $206,518,858   $185,228,252
                                                     ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
  Non-interest bearing                               $47,117,667    $49,943,207
  Interest bearing                                   134,357,623    121,673,301
                                                     ___________    ___________

     Total deposits                                  181,475,290    171,616,508

Securities sold under repurchase agreements
  and federal funds purchased                          3,677,516        104,414
Other borrowed funds                                   5,000,000              -
Accrued interest payable                                 493,101        397,259
Notes payable                                          2,981,108      1,521,435
Other liabilities                                        437,144        228,465
                                                     ___________    ___________

     Total liabilities                               194,064,159    173,868,081
                                                     ___________    ___________

Commitments and contingencies                                -              -

Stockholders' Equity:
   Preferred Stock, no par value, $14.25 
    stated value - 5,000,000 shares authorized, 
    161,456 and 171,956 issued and outstanding 
    on September 30, 1997 and December 31, 1996, 
    respectively                                       2,300,748      2,450,373
   Common stock, $.10 par value- 
    5,000,000 shares authorized, 1,574,674 and 
    1,537,649 issued and outstanding on 
    September 30, 1997 and December 31, 1996, 
    respectively                                         157,468        136,491
   Surplus                                             9,803,782      6,738,943
   Unearned ESOP shares                                 (141,398)       (30,836)
   Unrealized gains/losses on securities 
    available-for-sale, net of deferred
    taxes of $12,630 in September 1997 
    and $24,177 in December 1996                           8,415       (114,530)
   Retained earnings                                     325,684      2,179,730
                                                     ___________    ___________

     Total stockholders' equity                       12,454,699     11,360,171
                                                     ___________    ___________

     Total liabilities and stockholders' equity     $206,518,858   $185,228,252
                                                     ===========    ===========
                                                
                                                
                                                4




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<TABLE>
<CAPTION>


MIDSOUTH BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
___________________________________________________________________________________________________


                                       Three Months Ended                 Nine Months Ended
                                          September 30,                      September 30,
                                     1997              1996             1997             1996
                                   ___________________________       ___________________________

<S>                                <C>              <C>              <C>              <C>
INTEREST INCOME:                         
Loans, including fees              $3,108,931       $2,266,637       $8,325,336       $6,433,531
Securities                            989,118          821,922        2,870,710        2,280,331
Federal funds sold                     14,382          145,912          362,652          492,255
                                    _________        _________       __________        _________
TOTAL                               4,112,431        3,234,471       11,558,698        9,206,117
                                    _________        _________       __________        _________

INTEREST EXPENSE:
Deposits                            1,487,968        1,164,349        4,190,220        3,260,277
Repurchase agreements and 
  federal funds purchased              28,466            1,070           32,785            3,171
Other borrowed funds                   18,968                -           18,968                -
Notes payable                          60,077           19,963          130,824           59,467
                                    _________        _________       __________        _________

TOTAL                               1,595,479        1,185,382        4,372,797        3,322,915
                                    _________        _________       __________        _________

NET INTEREST INCOME                 2,516,952        2,049,089        7,185,901        5,883,202

PROVISION FOR LOAN LOSSES             241,700          224,804          604,300          534,804
                                    _________        _________       __________        _________

NET INTEREST INCOME AFTER            
  PROVISION FOR LOAN LOSSES         2,275,252        1,824,285        6,581,601        5,348,398
                                    _________        _________       __________        _________

NON-INTEREST INCOME:
Service charges on deposit accou      553,168          387,599        1,514,244        1,086,610
Gains on sales of securities, ne         (176)           1,175           85,179            1,175
Other charges and fees                182,362          174,610          546,591          480,439
                                    _________        _________       __________        _________

TOTAL NON-INTEREST INCOME             735,354          563,384        2,146,014        1,568,224
                                    _________        _________       __________        _________

NON-INTEREST EXPENSE:
Salaries and employee benefits      1,202,047          964,538        3,356,084        2,706,397
Occupancy expense                     561,181          413,796        1,601,615        1,228,722
Professional fees                      86,942           94,511          235,700          234,113
FDIC assessments                        5,702              500           15,397            2,000
Marketing expenses                    135,250          106,362          358,501          265,800
General and bond insurance             32,283           56,098          102,162          121,685
Data processing expenses               36,351           39,729          112,201          104,792
Postage                                58,060           41,295          164,533          111,464
Director fees                          26,666           24,967           77,950           73,972
Education and travel                   30,523           34,959           92,832          112,449
Printing and supplies                  70,153           60,962          213,521          168,858
Telephone                              52,014           45,902          151,779          130,962
Expenses on other real estate ow        7,876            4,606           47,475            6,419
Other                                 169,045          151,156          496,075          408,560
                                    _________        _________       __________        _________

TOTAL NON-INTEREST EXPENSE          2,474,093        2,039,381        7,025,825        5,676,193
                                    _________        _________       __________        _________

NET INCOME BEFORE INCOME TAXES        536,513          348,288        1,701,790        1,240,429
PROVISION FOR INCOME TAXES            127,220           95,280          428,564          362,761
                                    _________        _________       __________        _________

NET INCOME                           $409,293         $253,008       $1,273,226         $877,668
                                    _________        _________       __________        _________

PREFERRED DIVIDEND 
  REQUIREMENT                         $37,442          $39,133         $117,195         $117,986
                                    _________        _________       __________        _________

INCOME AVAILABLE TO COMMON
  SHAREHOLDERS                       $371,851         $213,875       $1,156,031         $759,682
                                    =========        =========       ==========        =========
EARNINGS PER COMMON SHARE:
  PRIMARY                               $0.23            $0.14            $0.74            $0.51
                                    =========        =========       ==========        =========

  FULLY DILUTED                         $0.21            $0.14            $0.67            $0.47
                                    =========        =========       ==========        =========



See notes to consolidated financial statements.                  5





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<TABLE>
<CAPTION>

MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 (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, 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 on 
 stock                                               16,617      1,661     186,218                                         187,879
Dividends paid on common
  stock                                                                                                      (259,473)    (259,473)
Dividends paid on 
 preferred stock                                                                                             (117,195)    (117,195)
Stock dividend on common
   stock                                            174,496     17,450   2,730,862                         (2,750,557)      (2,245)
Preferred stock
 conversion               (10,500)    (149,625)      18,658      1,866     147,759                                (47)         (47)
Net income                                                                                                  1,273,226    1,273,226
ESOP obligation, net of 
 repayments                                                                         (110,562)                             (110,562)
Net change in unrealized
 gain/loss on securities
 available-for-sale, net 
 of tax                                                                                          122,945                   122,945
                         ________    _________    _________   ________   _________  ________   _________    _________   __________
BALANCE,
 SEPTEMBER 30, 1997       161,456   $2,300,748    1,574,574   $157,468  $9,803,782 ($141,398)     $8,415   $  325,684  $12,454,699
                         ========    =========    =========   ========   =========  ========   =========    =========   ==========


                                                                            6
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<CAPTION>

MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 and 1996
__________________________________________________________________________________________________

                                                              September 30,        September 30,
                                                                   1997                 1996
                                                              ____________         ____________

<S>                                                            <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                      $1,273,226            $ 877,668
Adjustments to reconcile net income
 to net cash provided by operating activities:
  Depreciation and amortization                                    628,701              470,497
  Provision for loan losses                                        604,300              534,804
  Provision for deferred taxes                                      40,116             (157,422)
  Premium amortization, net                                       (164,224)             127,065
  Net (gain) loss on sales of securities                           (85,180)             (22,129)
  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                           (398,241)            (379,284)
  Change in accrued interest payable                                95,842               77,868
  Change in other liabilities                                      182,326              200,482
  Change in other assets                                          (318,179)            (767,091)
                                                              ____________         ____________

NET CASH PROVIDED BY OPERATING ACTIVITIES                        1,892,405              962,295
                                                              ____________         ____________

CASH FLOWS FROM INVESTING ACTIVITIES:
 Net decrease (increase) in interest-bearing deposits in banks     313,752             (177,166)
 Proceeds from maturities and calls of securities available-
   for-sale                                                     16,932,739            3,814,768
 Proceeds from sales of securities available-for-sale           12,990,400            1,992,457
 Purchases of securities held-to-maturity                       (7,577,947)          (5,026,109)
 Purchases of securities available-for-sale                    (25,452,403)         (20,419,911)
 Loan originations, net of repayments                          (30,020,297)          (9,841,416)
 Purchases of premises and equipment                            (1,628,966)          (1,234,165)
 Proceeds from sale of other real estate owned                           -                3,500
 Proceeds from sales of fixed assets                                     -              149,758
                                                              ____________         ____________

NET CASH USED IN INVESTING ACTIVITIES                          (34,442,722)         (30,738,284)
                                                              ____________         ____________

CASH FLOWS FROM FINANCING ACTIVITIES:
 Net increase in deposits                                        9,858,782           20,101,314
 Net increase (decrease) in securities sold under repurchase
   agreements and federal funds purchased                        3,573,102              (72,575)
 Net increase in other borrowed funds                            5,000,000                    -
 Issuance of notes payable                                       3,024,210              354,293
 Repayments of notes payable                                    (1,564,537)            (125,564)
 Proceeds from issuance of common stock                            187,879              120,001
 Payment of dividends                                             (376,668)            (176,479)
 Payment of fractional shares resulting from conversion
  of preferred stock and stock dividends                            (2,292)              (1,520)
 Proceeds from exercise of stock options                                 -              153,837
                                                              ____________         ____________

NET CASH PROVIDED BY FINANCING ACTIVITIES                       19,700,476           20,353,307
                                                              ____________         ____________

NET DECREASE IN CASH & CASH EQUIVALENTS                        (12,849,841)          (9,422,682)

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

CASH & CASH EQUIVALENTS AT END OF QUARTER                       12,564,721           16,675,527
                                                              ============         ============

                                                         7
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<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 
      subsidiaries as of September 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 nine month period ended September 
      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 ("ALLL") is as follows:

                                            Nine Months Ended
                                              September 30,
                                             (in thousands)
                                            1997          1996
                                           _____         _____
       Balance at beginning of year       $1,087        $1,052
         Provision for loan losses           604           535
         Recoveries                          190           148
         Loans charged off                  (541)         (683)
                                           _____         _____
       Balance at end of quarter          $1,340        $1,052
                                           =====         =====


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 share, as computed under SFAS No. 128, would have been $.24 and
     and $.21 , respectively, for the three months ended September 30, 1997.  
     For the nine months ended September 30, 1997, basic earnings per share 
     would have been $.74 and diluted earnings per share would have been 
     $.67.

4.  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 and weighted average share data have been restated to 
     reflect this stock dividend. 


                                   8

                         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
          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 third quarter  of  1997  of
          $409,293 ,  representing  a 62 % increase over net income for the
          third quarter of 1996 of $253,008.   Income  available  to common
          shareholders  was $371,851 for the third quarter of 1997 compared
          to $213,875  for the third quarter of 1996.  Primary earnings per
          share were $.23  and  $.14  for the quarters ending September 30,
          1997 and 1996, respectively.   Fully  diluted  earnings per share
          were $.21 for the third quarter of 1997 compared  to $.14 for the
          third quarter of 1996.  Year-to-date earnings totaled  $1,273,226
          at September 30, 1997 compared to $877,668 at September 30, 1996.
          Income  available  to  common  shareholders  for  the nine months
          ending September 30, 1997 was $1,156,031 compared to $759,682 for
          the same period in 1996.  Primary earnings per common  share were
          $.74  and  $.51  for the nine month periods ending September  30,
          1997 and 1996, respectively.  Fully diluted year-to-date earnings
          per share were $.67  and  $.47  for the nine month periods ending
          September 30, 1997 and 1996, respectively.

          Return on average common equity was  14.85% for the third quarter
          of 1997 compared to 10.22% for the third quarter of 1996.  Return
          on  average  assets  was  .70%  and .50% for  the  same  periods,
          respectively.  For the first nine  months  of  1997,  returns  on
          average  common  equity  and average assets were 16.39% and .76%,
          respectively.  For the first  nine  months  of  1996,  return  on
          average common equity was 12.48% and return on average assets was
          .62%.  Total assets were $206.5 million at September 30, 1997, up
          20% from $171.8 million at September 30, 1996.

          Quarterly  earnings  improved  primarily due to a 23% increase in
          the  average  volume of earning assets  from  $155.1  million  at
          September 30, 1996  to $190.6 million at September 30, 1997.  The
          mix of average earning assets shifted to 62.4% in loans and 37.6%
          in investment securities  and  federal funds sold for the quarter
          ended September 30, 1997 compared  to 56.4% in loans and 43.6% in
          investment  securities and federal funds  sold  for  the  quarter
          ended September 30, 1996.
          The increased  volume  and  shift  in  the  mix of earning assets
          resulted  in  increased  net  interest  income  of   $467,863  in
          quarterly comparison and $1,302,699 in year-to-date comparison.

          Non-interest income, excluding securities transactions, increased
          31%  in  quarterly  comparison and 32% in year-to-date comparison
          primarily due to an increase  in  insufficient  funds fees ("NSF"
          fees)  and  service charges on deposit accounts.   This  increase
          resulted  from a greater number of accounts serviced and a slight
          change in the assessment of NSF fees.  In addition, fees earned

                                      9

<PAGE>

          through increased  usage  of  ATM's, cash machines and VISA debit
          cards,  and  lease  income  from a  third  party  brokerage  firm
          contributed to the increase in non-interest income.

          Loan demand remained strong in the third quarter of 1997 bringing
          total loans to $124.4 million  at  September  30,  1997, up $29.6
          million  from  $94.8  million at December 31, 1996 and  up  $36.2
          million  from  $88.2  million   at   September   30,  1996.   The
          commercial,   agricultural   and  real  estate  portfolios   have
          continued to increase as a result  of loan demand stimulated by a
          healthy,  growing  economy.   The Lake  Charles  loan  production
          office which opened in November  of 1996 contributed $9.3 million
          to the growth in total loans.  Due to the loan growth, provisions
          for loan and lease losses increased  $16,896  for the quarter and
          $69,496  for the nine month period ended September  30,  1997  as
          compared to the same periods of 1996.

          Credit quality  remained  strong.   Nonperforming  assets totaled
          $528,973 at September 30, 1997 compared to $714,140  at  December
          31, 1996 and $876,075 at September 30, 1996.  Nonperforming loans
          as  a percentage of total loans were .29% at September 30,  1997,
          down  from  .55%  at  December  31,  1996  and  down from .79% at
          September 30, 1996.

          Deposits  increased over the twelve month period ended  September
          30, 1997 by  $22.3  million,  or  14%,  despite the withdrawal of
          approximately $28 million in public funds  deposits,  $13 million
          of  which  was deposited within the same twelve month period.   A
          new  public funds  contract  initiated  on  July  1,  1997  added
          approximately  $11 million to total deposits.  Increases totaling
          $13.1 million were recorded in commercial demand and money market
          deposits and certificates  of  deposit  due to favorable economic
          conditions   and   increased   business   activity.    Individual
          certificates  of  deposit increased $7.2 million  due  to  branch
          market  promotions  and   concern   among   consumers   over  the
          possibility  of  a stock market correction.  The new Morgan  City
          office, opened in  March of 1997, contributed $4.3 million to the
          increase in deposits.

          Earnings Analysis

          Net Interest Income

          Average earning assets  increased  23%,  or  $35.7  million, from
          $155.0 million for the three months ending September  30, 1996 to
          $190.6 million for the three months ending September 30, 1997.  A
          change  in  the mix of earning assets contributed to earnings  as
          higher-yielding loans represented 62.3% of average earning assets
          in the third  quarter  of  1997  compared  to  56.5% in the third
          quarter  of 1996.  The average yield on loans improved  10  basis
          points, from  10.39% at September 30, 1996 to 10.49% at September
          30, 1997, primarily  due to finance company loans and credit card
          loans added to the loan  portfolio  within  the  past  year.  The
          increased  volume  of  earning  assets  and  the increase in loan
          yields  boosted  the  yield  on average earning assets  27  basis
          points, from 8.38% for the third quarter of 1996 to 8.65% for the
          third quarter of 1997.  These  changes  in  the earning asset mix
          resulted  in increased interest income of $877,960  in  quarterly
          comparison and $2,352,581 in nine month comparison.

                                      10

<PAGE>


          Volume increases  in interest-bearing deposits and an increase in
          borrowed funds resulted  in  a  $410,097  quarterly  increase and
          $1,049,882    year-to-date    increase   in   interest   expense.
          Additionally, the percentage of average interest-bearing deposits
          to average total deposits and the  average rate paid on interest-
          bearing liabilities increased in quarterly comparison, reflective
          of a high volume of interest-bearing  public  fund deposits.  For
          the  quarter  ending September 30, 1997, 74.5% of  total  average
          deposits were interest-bearing  compared to 73.8% for the quarter
          ending September 30, 1996.  The average  rate  paid  on interest-
          bearing deposits increased 18 basis points, from 4.01%  to  4.19%
          for  the  same  period.   The increase in borrowed funds resulted
          from the purchase of $3,500,000 in federal funds and a $5,000,000
          short-term borrowing  from  the Federal Home Loan Bank of Dallas.
          These borrowing provided liquidity  for  MidSouth  National  Bank
          (the "Bank") to cover the withdrawal of approximately $28 million
          in  deposits  associated  with  a  public  funds  contract.    In
          addition,  MidSouth and its subsidiary, Financial Services of the
          South, Inc. (the "Finance Company"), increased borrowings against
          their lines  of credit by $1,459,673 during the nine month period
          ending September 30, 1997.

          The net effect of changes in the volume and mix of earning assets
          and interest bearing  liabilities   increased net interest income
          of $467,863 in quarterly  comparison  and  $1,302,699 in year-to-
          date comparison.  The net yield on average earning  assets fell 1
          basis  point,  from  5.31%  for the quarter ending September  30,
          1996, to 5.30% for the quarter ending September 30, 1997.

          Non-interest Income

          MidSouth's primary source of non-interest income, service charges
          on  deposit accounts, increased  $165,569  for  the  quarter  and
          $427,634  for  the  nine  months  ending  September  30,  1997 as
          compared  to  the  same  periods in 1996.  The increases resulted
          primarily  from additional   insufficient  funds  fees  and  fees
          earned on deposit accounts added in the past twelve months.

          Other  non-interest   income  increased  $7,752  and  $66,152  in
          quarterly and year-to-date  comparisons, respectively.  Increases
          were recorded in the third quarter of 1997 in lease income from a
          third party investment company  and  VISA debit card income.  The
          increase in year-to-date comparisons resulted  primarily  from  a
          $32,575 increase in income earned through the sale of credit life
          and other credit-related insurance at the Finance Company.

          Non-interest Expense

          Non-interest  expense  increased 21% for the three months and 24%
          for the nine months ended  September  30, 1997 as compared to the
          same  periods ended September 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.

                                      11

<PAGE>


          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  17  from  122  in
          September 1996 to 139 in September 1997.

          Occupancy expense  increased  in the three and nine month periods
          ending September 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.

          Balance Sheet Analysis

          MidSouth ended the third quarter of 1997 with consolidated assets
          of $206,518,858 an increase of 11% over the $185,228,252 reported
          for December 31, 1996.  Deposits increased  over  the nine months
          ended  September 30, 1997 by $9.9 million despite the  withdrawal
          of approximately  $28  million in funds on deposit under a public
          funds contract that expired  on  July 31, 1997.  In order to fund
          the withdrawal, MidSouth purchased  $3,500,000  in  federal funds
          from  two correspondent banks and borrowed $5,000,000  in  short-
          term funds  from  the  Federal  Home  Loan  Bank  of  Dallas.  In
          addition,  approximately  $11 million was deposited under  a  new
          public funds contract.  The $3,500,000 in federal funds purchased
          was  paid  out in early October  and  the  $5,000,000  short-term
          borrowing from  the Federal Home Loan Bank of Dallas was paid out
          upon maturity at  November  4,  1997.   In addition to the public
          funds  deposit  activity, 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  nine  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 $5.6 million and $9.3 million,
          respectively, to the $29.6 million  growth  in  loans during this
          period.

          Securities available-for-sale decreased $3.8 million,  from $47.2
          million  at  December 31, 1996 to $43.4 million at September  30,
          1997.  The net  decrease  reflects  purchases  of  $25.5 million,
          sales of $13.0 million, and maturities and principal  paydowns of
          $16.9  million.   Tax-free  municipal  securities  totaling  $7.6
          million were purchased for the held-to-maturity portfolio  during
          the  first  nine  months  of  1997.    Unrealized  gains  in  the
          securities available-for-sale portfolio, net of unrealized losses
          and tax effect, were $8,415 at September 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.

                                       12

<PAGE>
           

          Notes  payable  to financial institutions increased $1.5  million
          from December 31,  1996 to September 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.   An  additional  $500,000  advanced  under  the line was
          injected into the capital of the Bank.  In August 1997,  MidSouth
          borrowed an additional $200,000 for operational expenses.  At any
          time prior to June 30, 2007, MidSouth may request advances  up to
          but not exceeding an aggregate principal amount 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 amount 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  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 25 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.   Advances totaling $260,000 were
          funded under the line during the third quarter of 1997.

          Capital Ratios

          As of September  30, 1997, MidSouth's leverage ratio was 5.78% as
          compared to 6.30%  at December 31, 1996.  Tier 1 capital to risk-
          weighted assets was  9.36%  and  total  capital  to risk-weighted
          assets was 10.39% at the end of the third 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>





          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,
                                    1997       1996       1996

_________________________________________________________________________

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

             Nonaccrual loans      $365,595  $523,020  $691,711

             Restructured loans           -       835       498

                                   ______________________________________

          Total nonperforming       365,595   523,855   692,209
          loans



          Other real estate         146,552   180,270   180,270
          owned, net

          Other assets               16,826    10,015     3,596
          repossessed
                                   ______________________________________


          Total nonperforming      $528,973  $714,140  $876,075
          assets
                                   ======================================




          Loans past due 90 days
          or more and still        $133,755  $338,294  $318,604
          accruing     



          Nonperforming loans as
          a % of total loans           .29%     0.55%     0.79%
          

          Nonperforming assets as
          a % of total loans, other
          real estate  owned and 
          other assets repossessed    0.42%     0.75%     0.99%



          ALLL as a % of            366.50%   207.65%   151.95%
          nonperforming loans


</TABLE>                                       
                                       
                                       14

<PAGE>

          
          Nonperforming  assets  were  $528,973 as of September 30, 1997, a
          decrease of $185,167 from the  $714,140 reported for December 31,
          1996 and a decrease of $347,102  from  the  $876,075 reported for
          September  30,  1996.   The decrease from year-end  1996  results
          primarily from the charge-off  of $115,000 on a commercial credit
          that represents a pool of automobile loans.

          Loans  past  due  90  days  or more increased  from  $318,604  in
          September 1996 to $338,294 in  December  1996  and  decreased  to
          $133,755 as of September 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 $1,339,904 in the reserve as
          of September 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.

          The Year 2000 Issue

          On  May  16,  1997, the Office of the Comptroller of the Currency
          ("OCC") issued an advisory letter addressing Year 2000 issues and
          their examination  approach.   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.  Programming changes for critical systems and testing
          of vendors  and service providers should be completed by December
          31, 1998.  MidSouth's  Board of Directors established a Year 2000
          compliance committee in  June of 1997.  The committee will assess
          the  size  and complexity of  the  Year  2000  issues,  recommend
          changes to hardware and software and conduct testing of all areas
          to  insure  efficient  computer  operations.   The  committee  is
          currently analyzing  the the impact that compliance with the Year
          2000 issues may have on earnings.


                                       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 forthe year 
                         ended December 31, 1993, and is incorporated herein 
                         byreference.

           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 17


          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           Loan documents detailing notes payable were filed
                         as Exhibit 10.7 of MidSouth's Form 10-QSB for the
                         quarter ending June 30, 1997 and is incorporated 
                         herein by reference.

          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:  November 14, 1997



                                        /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