SECURITIES AND EXCHANGE COMMISSION  
                          Washington, D.C. 20549  
    

                                 FORM 10-K  

    
           Annual Report Pursuant to Section 13 or 15(d) of the  
                      Securities Exchange Act of 1934  
    
  
For the Fiscal Year Ended December 31, 1998         Commission File             
                                                     Number 2-84047  
             Peoples Bancshares of Pointe Coupee Parish, Inc.  
          (Exact name of registrant as specified in its charter)  

    
Louisiana                                             72-0995027  
(State or other jurisdiction of                   (I.R.S. Employer  
incorporation or organization)                  Identification No.)  
    

805 Hospital Road                                     70760  
New Roads, Louisiana                                  (Zip Code)  
(Address of principal executive offices)  
    

Registrant's Telephone Number, including area code:  (225) 638-3713  

    
Securities registered pursuant to Section 12(b) of the Act:  None  
Securities registered pursuant to Section 12(g) of the Act:  
  

  
                       Common Stock, $2.50 Par Value  
                             (Title of Class)  
  
  
     Indicate by check mark whether the registrant:  (1) has filed all reports 
required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months(or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   
     Yes X    No     
  
     State the aggregate market value of the voting stock held by nonaffiliates
of the registrant: 
$6,915,639  
  
     Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practicable date.  
  
     Common stock, $2.50 Par Value, 308,577 shares outstanding as of March 31, 
1999.  

                      Documents Incorporated by Reference  


        Document                                    Part of Form 10-K 
  
"Consolidated Financial Statements for              Part I and Part II  
   Years Ended December 31, 1998, 1997 and  
   1996 and Independent Auditors' Report"    



Item 1:    Business  
  
     Peoples Bancshares of Pointe Coupee Parish, Inc. (the Corporation) was  
incorporated under the laws of the State of Louisiana in 1983.  On December 9, 
1983, Peoples Bank and Trust Company (the Bank) was reorganized as a subsidiary 
of the Corporation.  Prior to December 9, 1983, the corporation had no 
activity.   The Corporation is currently engaged, through its subsidiary, in 
banking and related business.  The Bank is the Corporation's principal asset 
and primary source of income.  
  

The Bank  
  
     The Bank incorporated under the State Banking Laws in 1979 and received
 its charter on March 31, 1980.  It is in the business of gathering funds by
 accepting checking, savings, and other time-deposit accounts and reemploying
 these by making loans and investing in securities and other interest 
 bearing assets.  The Bank is a full service commercial bank.  Some of the
 major services which it provides include checking, NOW accounts, money
 market investments, money market checking, savings and other time deposits
 of various types, loans for business, agriculture, real estate, 
 personal use, home improvement, automobile, and a variety of other types of
 loans and services including letters of credit, safe deposit rental, bank 
 money orders, cashiers checks, credit cards, and wire transfers.  
  
     The State of Louisiana and various agencies of Parish (County) Government 
 deposits public funds with the Bank.  As of December 31, 1998, $1,767,884
 were on deposit representing 5.32% of total deposits outstanding.  Of this 
 total, $1,670,211 represented demand deposits and $97,673 were time deposits.
 The weighted average interest rate on these deposits was 4.43%.  The 
 maturity of these deposits range from fifteen days to twelve months.  
  
     The Bank's general and primary market area is in Pointe Coupee Parish
 which has apopulation of approximately 25,000.  Population of Pointe Coupee 
has experienced little growth since inception of the bank.  
  
     The Bank faces keen competition from three other banks operating in nine  
locations throughout the parish.  At present time, Peoples Bank has 
approximately the same asset base as Guaranty Bank.  The largest bank in the 
parish as of December 31, 1998 was Regions Bank of Alabama, New Roads Branch,
 which had in excess of $30 billion in assets nationwide. Regions Bank of
 Alabama acquired the former Bank of New Roads in August of 1994, and it
 operated as a separate bank until the summer of 1995, at which time it was
 merged into the Regions Bank of Louisiana system.  Regions Bank of Louisiana
 was merged into Regions Bank of Alabama during 1998.  The other banks 
operating in Pointe Coupee are Guaranty Bank and Trust Company which had
 total assets of approximately $41 million as of December 31, 1998 and 
Cottonport Bank, which opened a branch in 1998 with assets of approximately
 $135 million on December 31, 1998. Additional competition for deposits and 
loans comes from banks and non-banks (credit unions, brokerage houses, etc.)
 in Baton Rouge, the capital city of Louisiana, which is 35 miles from New 
Roads.  
  
Supervision and Regulation  
  
     The Bank is subject to regulation and regular examinations by the State 
 Banking Department and by the Federal Deposit Insurance Corporation.  
Applicable regulations relate to reserves, investments, loans, issuance of
 securities, establishment of branches and aspects of its operations.  

    The Corporation is a bank holding company within the meaning of the Bank
 Holding Company Act of 1956, as amended (the Act), and is thereby subject
 to the provisions of the Act and to regulation by the Board of Governors of 
the Federal Reserve System (the Board).  
 
    The Act requires the Corporation to file with the Board an annual report 
containing such information as the Board may require.  The Board is 
authorized by the Act to examine the Corporation and all its activities. 
 The activities that may be engaged in by the Corporation and its subsidiary 
are limited by the Act to those so closely related to banking or managing or
 controlling banks, the Board must consider whether its performance by an
 affiliate of a holding company can reasonably be expected to produce 
benefits to the public, such as greater convenience, increased competition 
or gains in efficiency that out-weigh possible adverse effects, such as 
undue concentration of resources, decreased or unfair competition, conflicts
 of interest, or unsound banking practices. The Board has adopted regulations
 implementing the provisions of the Act with respect to the activities of
 bank holding companies.  Such regulations reflect a determination by the
 Board that the following activities are permissible for bank holding 
companies:  (1) making, for its own account or for the account of others,
 loans such as would be made, for example, by a mortgage, finance or
 factoring company; (2) operating as an industrial bank; (3) servicing 
loans; (4) acting as a fiduciary; (5) acting as an investment trust or a 
real estate investment trust; (6) leasing personal or real property, where 
the lease is to serve as the functional equivalent of an extension of credit
 to the lessee of the property; (7) investing in community welfare 
corporations or projects; (8) providing bookkeeping and data processing 
services for a bank holding company and its subsidiaries, or storing and 
processing certain other banking, financial or related economic data; (9) 
acting as insurance agent or broker with respect to certain kinds of 
insurance, principally insurance issued in connection with extensions of 
credit by the holding company or any of its subsidiaries; (10) underwriting 
credit life and credit accident and health insurance related to extensions of
 credit; (11) providing courier services for documents and papers related to 
banking transactions; (12) providing management consulting advice to 
non-affiliated banks; and (13) selling money orders, travelers checks and
 U.S. Savings Bonds.  In each case, the Corporation must secure the approval 
of the Board prior to engaging in any of these activities.  
  
     Whether or not a particular non-banking activity is permitted under the  
Act, the Board is authorized to require a holding company to terminate any 
activity, or divest itself of any non-banking subsidiary, if in its judgement 
the activity or subsidiaries would be unsound.  

     Under the Act the Board's regulations, a bank holding company and its  
subsidiaries are prohibited from engaging in certain tie-in arrangements in  
connection with any extension of credit or provision of any property or 
services.  
  
     The Board of Directors of the Corporation has no present plans or 
intentions to cause the Corporation to engage in any substantial business 
activity which would be permitted under the Louisiana Act but which is not
 permitted to the Bank; however, a significant reason for formation of the
 one-bank holding company is to take advantage of the additional flexibility
 afforded by that structure if the Board of Directors of the Corporation 
concludes that such action would be in the best interest of stockholders.   
  
     With certain exceptions, the Bank is restricted by Sections 22 and 23A
 of the Federal Reserve Act and Section 18(j) of the Federal Deposit
 Insurance  Corporation Act from extending credit or making loans to or
 investments in the Corporation.  
 



Statistical Information  
  
     The following tables contain additional information concerning the 
business and operations of the Registrant and its subsidiary and should be
 read in conjunction with the Consolidated Financial Statements of the 
Registrant and Management's Discussion and Analysis of Operations.  
 

I.      Distribution of Assets, Liabilities and Stockholders' Equity
        Interest Rates and Interest Differential
<TABLE>

                                      (In Thousands)
                               1998                            1997            
                             Amount                          Amount
                   Average    Earned   Yield/     Average     Earned   Yield/ 
                   Balance   or Paid    Rate      Balance    or Paid    Rate 
Assets:           -------   -------    ------    -------    -------    ------
Interest earning 
      assets
<S>               <C>       <C>         <C>     <C>        <C>        <C>
Loans and Leases  $30,435   $3,006      9.88%   $25,866    $2,672     10.33% 
 Taxable
   securities       5,114      313      6.12%     7,708       480      6.22%
 Tax exempt 
   securities  
  (tax equivalent
       yields)        759       46      9.00%       764        45      8.90%
 Federal funds
      sold and 
  time deposits 
  with other banks  1,892      100      5.29%     3,182       175      5.49%
                   -------    -------   ------    -------   -------    ------ 
 Total interest
  earning assets   38,200    3,415      9.07%    37,520     3,372      8.99%
                   -------   ------              -------    ------ 
Non-interest 
earnings assets:
 Cash and due 
    from banks      1,745                         1,888 
 Bank premises 
     and equipment    670                           574
 Other assets         777                           818
Allowance for
    Loan Losses      (873)                         (875)
                   -------                       -------   
    Total assets  $40,519                       $39,925
                   =======                       =======  

</TABLE>
<TABLE>
                      LIABILITIES AND STOCKHOLDERS'EQUITY
Interest bearing 
    Liabilities:
  Deposits
  <S>              <C>         <C>      <C>      <C>         <C>       <C>
  Savings account  $5,930      162      2.73%    $5,920      $158      2.67%
  NOW accounts      4,508      155      3.44%     4,913       174      3.54%
  Money market
  investment 
       accounts     1,025       24      2.34%     1,278        31      2.43%
  Other time 
   deposits        15,291      751      4.91%    16,038       776      4.83%  
Federal funds purchased
and securities 
sold under 
agreements to 
    repurchase        300       18      6.00%         5        --      6.00%
Other borrowed 
     funds            428       22      5.14%
                    ------    ------    ------     ------      -----    -----
Total interest 
     bearing
 Liabilities       27,482    1,132      4.12%    28,154     1,139      4.05%
                   ------    ------              -------    ------
Non-interest 
 bearing 
  Liabilities
and stockholders' 
  equity:
Demand deposits     6,416                         5,542
Other Liabilities     350                           451
Stockholders' 
    equity          6,271                         5,778
                  -------                       -------
Total Liabilities 
and stockholders' 
equity            $40,519                       $39,925
                  =======                       =======
Net interest 
    income         $2,333                         $2,233
                  =======                        =======
Margin Analysis
Interest 
Income/earnings 
assets                                  9.07%                          8.99%
Interest 
Expense/earnings 
assets                                  4.12%                          4.05%
                                       ------                         ------
Net interest 
income/earnings 
assets                                 4.95%                           4.94% 
                                      ======                          =====
</TABLE>



<TABLE>

                      1998 Compared with 1997         1997 Compared with 1996
                             Variance due to                 Variance due to
                      ----------------------------- ---------------------------
                      Rate/                          Rate/
                     Volume  Rate  Volume   Total   Volume  Rate  Volume  Total
                     ------ ------ ------- ------   ------ ------ ------ ------
INTEREST INCOME    
 <S>                   <C>   <C>     <C>     <C>      <C>   <C>     <C>    <C>
 Loan and Leases       $472  ($117)  ($21)   $334     $341  ($137)  ($19)  $185
 Taxable securities    (162)    (7)     2    (167)     (45)     9     (1)   (37)
 Tax exempt securities 
(tax equivalent yield)   --      1     --       1        4     --     --      4
Federal funds sold and 
time deposits with other
 banks                  (71)    (7)     3     (75)     (54)     6     (2)   (50)
                       -----  -----  -----   -----     -----  -----  ----- ----
Total interest 
    earning assets      239   (130)   (16)     93      246   (122)   (22)   102  


INTEREST EXPENSE
 Savings accounts       --       3     --       3       14     (2)    --     12
 NOW accounts          (14)     (5)    --     (19)     (18)    (5)     1    (22)
 Money market 
  investment accounts   (6)     (1)    --      (7)       3     (7)    (1)    (5)
Other time deposit      (36)     13     --     (23)      30      8     --    38
Federal funds purchased
and securities sold 
under agreements to
  repurchase             17      --     --      17       (1)    --     --    (1)
  Other borrowed funds   --      --     22      22
                       ------ ------ ------- ------    ------ ------ ------ ----
Total interest bearing 
        liabilities     (39)     10     22      (7)      28     (6)    --     22


Net interest income    $278   ($140)  ($38)   $100     $218  ($116)  ($22)   $80
                      =====   ====== =====   ====     ====  ======  =====   ====
</TABLE>
<TABLE>
 
I.   Investment Portfolio

For year ended December 31, 1998
                            Govt.
                U.S.       Agency/                Total        MKT
Year          Treasury       Mtg.        Munie    Bk Value    Value    

Within
<S>            <C>       <C>           <C>        <C>         <C>
one year       $    -    $     -       $125,346   $125,346    $125,583     

After one
year but
within 5 yrs   $    -    $2,851,719    $117,008 $2,968,727  $2,973,404

After 5 yrs
but within
10 yrs                     $799,596     $15,174   $814,770    $836,796

After 10 yrs               $616,206    $499,151 $1,115,357  $1,149,259

Total          $    -    $4,267,521    $756,679 $5,024,200  $5,085,042

Avg.
Yield               -         6.279%      5.228%         

% of 
Portfolio           -         84.94%      15.06%           
</TABLE>

<TABLE>
III. Loan Portfolio 
  
    Major Classification of loans are summarized as follows:  
                        (in thousands)  
  
     
For year ended Dec. 31,             1998            1997                   
<S>                               <C>            <C>
Real Estate                       $4,766         $ 4,675 
Commercial                         9,673           9,676 
Agricultural                       7,619           7,475 
Individual                         6,785           6,054 
Other                                279             255 
                                  ------          ------
TOTAL LOANS:                      29,122          28,135 
Less Unearned Discount                 -               -
            			    ------	        ------
Net Loans                         29,122          28,135         
  
</TABLE>
<TABLE>
   
   
               Loan Analysis of Principal Subject to Rate Change  
                               December 31, 1998 

  
  
                               1 Year       Over 1 Year       Over 5
                               or Less      Less than 5      Years   
  
1.  Commercial, Financial,  
    Agricultural, Real Estate,  
    <S>                       <C>            <C>             <C>
    Consumer and Other        $17,696,477    $9,280,149      $2,042,062
    Non-Accrual                                                 103,312   
    Average Rate                    8.77%          9.34%          9.17%  
</TABLE>
  
  
Non-performing Loans and Other Problem Assets 
  
     It is managements policy to discontinue accrual of interest on 
loans where there is reasonable doubt as to collectibility.   The policy to 
place loans on non-accrual status is to normally discontinue accrual of 
interest when the loan is delinquent 90 days or more, or where circumstances 
indicate that collection of principal or interest is doubtful, unless the 
obligation is secured (1) by mortgage on real estate or pledge of securities 
that have a realizable value sufficient to pay the debt in full; or (2) by 
guarantee of a financially responsible party.  The following tables presents
the non-performing loans and other problem assets at December 31, 1997 and 
1998.  Assets acquired through the default of loans are recorded at the 
lower of the outstanding loan amount or fair market value of the assets 
acquired at the time of foreclosure.  Reductions from outstanding loan
amounts to fair market value are charged against the reserve for possible 
loan losses.  Subsequent adjustments to market valuations are charged to 
operating expense.                                        
<TABLE>
                                    1998               1997      

<S>                              <C>                 <C>
NON-ACCRUAL LOANS                $103,312            $301,334  
   
Restructured Loans                 89,582             150,296  
  
Other Real Estate                 181,925                   4     
                                 --------            --------
   TOTAL NON-ACCRUAL & ORE       $374,819            $451,634  
                                 ========            ========   
</TABLE>
<TABLE>
Loans Over 90-days past due and still accruing interest:  

                                    1998                1997     

<S>                               <C>                 <C>
Commercial                        $   -0-             $ 33,307
Agriculture                           -0-               65,232 
Student                              7,700              18,177
Installment                           -0-              105,702                    
          				    --------            --------
  TOTAL OVER 90-DAYS              $  7,700            $222,418  
                                 ===========         ==========   
</TABLE>
       The effect of non-accruing loans on interest income for 1998 was $9,467.
The effect of restructured loans on interest income for 1998 was $751.  

     At December 31, 1998, there were no commitments to lend additional 
funds to debtors whose loans were considered to be non-performing.  
  
     All loans listed above are subject to constant attention by management 
and their progress is reviewed monthly.  

     At the present time, management does not track loan concentrations by 
Particular industries, but rather by the grouping of types of loan, i.e., 
Agriculture, Real Estate, Consumer and Commercial.  As we are located in an
 Agricultural area, this industry comprises the largest sector, but we 
attempt to avoid any undue concentration in any particular sector.  


IV.  Summary of Loan Loss Experience

<TABLE>
     Changes in the allowance for loan losses were as follows:  


                                    1998           1997              

<S>                              <C>             <C>
Balance, January 1,               846,958         920,601           
Provision charged to Operations   (46,000)           -0-          
Loans charged off                 (38,571)        (66,830)         
Recoveries                         89,784          50,966          
                                  -------         -------
Balance December 31,              852,171         846,958          
                                  =======         =======  
</TABLE>
    In determining the adequacy of the loan loss reserves, management 
uses the following formulas:  100% of loans classified loss, 50% of doubtful 
loans, 5% of substandard loans, 0% of savings loans and government guaranteed 
loans and 1.5% of all other loan types.  This analysis is performed on a 
quarterly basis.  

<TABLE>
V.   Deposits

Deposits are summarized below:
                                               December 31,       
                                             1998            1997    
 
 <S>                                     <C>             <C>
 Demand deposits accounts                $ 6,967,973     $ 6,324,279
     NOW accounts                          4,427,077       4,890,781
     Savings accou                         6,313,596       5,995,025
     Time accounts                        15,447,867      15,709,739 
                                        ------------    ------------
                                        $ 33,156,513    $ 32,919,824
                                       =============   =============
</TABLE>
Included in deposits are approximately $4,266,000 and $4,205,000 of
certificates of deposit in excess of $100,000 at December 31, 1998 
and 1997, respectively.    

<TABLE>
                  Certificate of Deposit Maturity and Rate Analysis  
  
As of December 31, 1998:  
  
                         0-90          91-364         1 Year         Over  
                         Days           Days          5 Years       5 Years  
  
<S>                  <C>             <C>           <C>             <C>
Total Certificates   $5,236,208      $7,339,843    $2,871,816      $  -0-     
of Deposit  
Average Rate              4.33%           4.89%         5.49%          ---  
</TABLE>
  
ITEM 2:    Properties  
  
     The main office of the Corporation and Bank are presently located 
in a two-story office building on State Highway 3131, New Roads, Louisiana.  
The bank owns one branch located on State Highway 78, Livonia, Louisiana, 
which is approximately 13 miles from the main office.  Additionally, in 
1994 the bank purchased from its Other Real Estate portfolio the property 
directly behind the bank for $75,000.  This property was formerly an 
insurance building and lot.  It was acquired in an exchange of properties 
from Farm Bureau Insurance. All locations are owned free of any mortgages 
or liens. 

ITEM 3:    Legal Proceedings

     There is no threatened or pending litigation against the Corporation, 
the Bank, or its officers. 
      

ITEM 4:    Submission of Matters to a Vote of Security Holders

     No matters were submitted to a vote of security holders during the 
fourth quarter of the fiscal year covered by this report.  



                                    PART II  
  
  
ITEM 5:    Market Price Dividends on the Registrant's Common Equity and      
                Related Stockholder Matters 
  
     The primary market area for the Corporation stock is Pointe Coupee 
Parish with Peoples Bank and Trust Company acting as registrar and transfer 
agent. There were approximately 575 shareholders of record as of December 
31, 1998.  The stock of the Corporation is not listed on any security 
exchange.  
  
     Due to lack of an active trading market, the Corporation does not 
have available information to furnish a high and low sales price on the 
range of bid and asked quotations for its stock.  Based on limited inquiries 
by management, it is believed that less than 3,000 shares traded in 1998.  
There can be no assurance that the limited inquiries adequately reflect the 
marketability of the stock.  
        
     In March 1998 Peoples Bancshares declared a special dividend of $.50 per 
share to all stockholders of record as of March 31, 1998, totaling $154,289.   
Additionally, In December of 1998, Peoples Bancshares declared a dividend of 
$.35 per share to all stockholders of record as of November 30, 1998, totaling 
$108,002.          

     Management, will for the foreseeable future, approach the payment of
dividends on an annual basis and according to the profitability of the bank 
in that particular year, as well as considering the long-term capital needs 
of the bank in the future.       
<TABLE>
ITEM 6:    Selected Financial Data  

                   Condensed Consolidated Statement of Income  
  
For Year Ended Dec. 31,     1998       1997       1996       1995       1994 
     
<S>                     <C>       <C>        <C>        <C>        <C>
Interest Income          3,465,179 3,371,808  3,268,130  3,211,553  2,746,784    
Interest Expense         1,131,970 1,139,117  1,115,370  1,004,653    832,764  

Net Interest Income      2,333,209 2,232,691  2,152,760  2,206,900  1,914,020      
Credit (Provision
      for Loan Losses)      46,000      -0-      32,000     32,000     (2,000)    

Other non-interest income           
and expenses net        (1,004,289) (853,166)  (836,731)  (846,548)  (799,670)  

Income Tax   
  (Expense) benefit      (452,387)  (465,439)  (442,004)  (469,001)  (316,278)  

Net Income (Loss)         922,533    914,086    906,025    923,351    796,072  
    
Per Share:  
Net (Income)                $2.99      $2.96      $2.94      $2.99      $2.58   

   Cash Dividend         $262,288   $200,575    $200,575  $154,289   $154,304    
  Book Value-End of Year    22.41      20.21       17.90     15.72      12.41    

Selected Ratios  
   Loans to Asset           71.17      71.52       58.69     56.38      57.75    
   Loans to Deposits        87.83      85.47       68.51     65.71      65.11    
   Deposits to Assets       81.03      83.69       85.66     85.80      88.69    
   Capital to Assets        16.90      15.85       14.02     13.86      11.05
   Capital to Deposits      20.85      18.95       16.36     16.16      12.46      
   Return on Avg. Assets     2.27       2.32        2.34      2.64       2.33  
   Return on Avg. Equity    14.70      15.82       17.42     20.77      20.75 
   Dividend Payout Ratio      .28        .22         .22       .17        .19       

</TABLE>
ITEM 7:  Management Discussion and Analysis of Financial Condition       
            and Results of Operation 
  
      Peoples Bancshares of Pointe Coupee Parish, Inc., (Bancshares) is a 
one bank holding company whose sole subsidiary is Peoples Bank and Trust 
Company of Pointe Coupee Parish, Inc., (the Bank).  All items discussed 
below are attributable to the activities of the Bank unless otherwise stated.  
This section should be read in conjunction with the consolidated financial
statements and related notes and the tables presented in an earlier section 
of this report.  

Year 2000 Compliance

As of year end 1998, Peoples Bank has been examined twice by 
the F.D.I.C. regarding its Y2K readiness and testing and has been 
deemed as being in compliance.  The Y2K initiative is being managed by 
a team of internal staff.  The team activities are designed to ensure 
that there is no adverse effect on the Companys core business operations 
and that transactions with customers, suppliers and financial institutions 
are fully supported.  Our estimates are that we will spend approximately 
$40,000 on new software, wiring and related costs.  While we believe our 
planning efforts are adequate to address Y2K concerns, there can be no 
guarantees that the systems of other companies on which our systems and 
operations rely will be converted on a timely basis and will not have a 
material effect on the Company.  The costs of Y2K initiatives is not 
expected to be material to the results of operation or financial position.


Merger Discussions

	In January of 1999, Peoples Bancshares signed a Letter of Intent 
to merge with Great Guaranty Bancshares.  The new company would be named        
Peoples Guaranty Bancshares and the new bank would be called Peoples 
Guaranty Bank.  This announcement happened subsequent to the audit report 
date.  The Letter of Intent is conditioned on signing a definitive agreement 
and if successful, the pending merger would be expected to be complete in
the last quarter of 1999.



                               FINANCIAL REVIEW 

Summary 
     
     Bancshares consolidated net income for 1998 was $922,533.  This 
represents a Return on Average Assets of 2.27%, which we believe is a good 
return.  This is in comparison to 2.32% for 1997 and 2.34% in 1996.  
  
     Several factors contributed to this continued success.  The most 
important factors were: 1) good interest rate margins; 2) a low level of
classified assets; and 3) elimination of loan loss provisions.  
  
     In 1998, charge-offs were $38,571 as compared to $66,830 in 1997, while 
at the same time we reduced the reserve by $46,000.00 loan losses and 
recovered $89,784.  Provisions for 1997 were $-0- and recoveries were 
$50,966.   

     The prospects for 1999 remain encouraging.  The bank continues to note 
financial stability and deem our reserves as adequate.  As a result, the 
projections for income are good.  Additionally, Peoples Bank is deemed to 
be a well capitalized institution within the guidelines of the FDIC.  
  
     However, we still remain conservative in our view of the economy and 
current management will maintain that philosophy throughout 1999.
  
Other Income and Expenses 
 
     Other Income, excluding loan related income, decreased $115,029 or 
18.43% in 1998 as compared to 1997. The decrease was due to a difference 
from a one time sale of other real estate in 1997, but was equal to other 
income in 1996. 
  
     Other expenses, excluding interest expense increased by $36,094 or
2.44% in 1998 as compared to 1997.  Salaries and employee benefits decreased
$20,483 or 2.42%.   
   
  
Income Taxes 
  
     Bancshares files a consolidated federal income tax return.  Deferred 
income taxes are Pro vided using the liability method on items of income 
or expenses recognized in different time periods for financial statement 
and income tax purposes.  
   
  
Statement of Condition 
  
     Total deposits as of December 31, 1998 increased $236,689 or .72% as
compared to year end 1997.  Non-interest bearing deposits increased $643,694 
or 10.18% and interest bearing deposits decreased $407,005 or 1.53%.  Total
loans excluding loan reserves increased $986,684 or 3.51% and investment 
securities decreased $2,109,117 or 29.32%.  The increase in loans was 
concentrated primarily in agricultural equipment and consumer related loans. 
The increase in loans along with the increase in federal funds sold accounted 
for the decrease in the investment portfolio.
                                              

Liquidity Management 
  
     The purpose of liquidity management is to assure the corporation's 
ability, at an acceptable cost, to raise funds to support asset growth, 
meet deposit withdrawals, and otherwise operate the Corporation on a 
continuing basis.  The overall liquidity position of the bank is insured by 
acquisition of additional funds in the form of time deposits, borrowings 
such as Federal Funds and the sale of maturing of investments.

     In management's opinion, there are no known trends, commitments or 
uncertainties that will or should have a material effect on deposits or 
the liquidity position.  Additionally, no trends or events were cited by 
the regulatory authorities.

Capital Adequacy
   
     The management of capital is a continuous process which consists 
of providing capital for the current position and the anticipated future 
growth of the Corporation.  The purposes of capital are to serve as a source 
of funds, protect depositors against losses, and provide a measure of 
reassurance to the public that the community's needs will continue to be 
served.  Since capital serves a multiplicity of purposes, the evaluation 
of capital adequacy cannot be made solely in terms of total capital or 
related ratios.  
  
     Traditionally, the source of additional capital has been retained 
earnings.  However, in the mid 1980's retained earnings were not providing
the needed capital.  However, due to strong earnings from 1990 - 1998, 
and large recoveries of charged-off loans, our capital ratio is at an 
acceptable level.  As such, retained earnings should provide the needed 
capital.  Additionally, we will concentrate on the following to provide 
for our capital needs:  
  
    1.   Increase non-interest income and reduce non-interest expenses  
    2.   Maintain an adequate interest rate spread  
    3.   Actively pursue previous charged-off loans for recoveries  
    4.   Manage our growth rate  


     Furthermore, the prospects for 1999 continue to be encouraging.  Our 
capital base continued to grow in 1998; our loan loss reserve is adequate;
our net income was extremely good with a Return on Average Assets of 2.27%;
loan delinquencies continued to be manageable; and classified assets have 
remained at a manageable level. 
 
                              ECONOMIC CONDITIONS 
  

     Current economic conditions are slightly above average compared to 
the previous (5) five years, but are certainly not great.  Our 
asset/liability management strategy helped produced good margins in 1998.  
However, our strategies remain conservative; therefore, we are positioned 
as interest rates continue to fluctuate.                  

 
Item 8:    Financial Statements  (following on next pages)


Item 9:    Changes in and Disagreements with Accountants on Accounting and 
             Financial Disclosure 


           None



                                     PART III  
  

Item 10:   Directors and Executive Officers 
  

 Directors of Bancshares are identified in the following table:  
  
                                     Type of                    Percent 
Name                                 Stock            Amount    of  
Principal Occupation          Age    Ownership        Owned     Total    
  
Joseph Jefferson David        79     Direct          30,638      9.929  
  
Stephen P. David              41     Direct           4,035      1.308  
President and CEO of Peoples       Indirect          19,477      6.312    
Bancshares of Pointe Coupee &  
Peoples Bank & Trust Company  
  
Frank Ned Foti                63     Direct          24,561      7.959  
  
C. E. Hebert, III             55     Direct           5,588      1.811  
  
Junies W. Hurst               87     Direct           3,888      1.260  
  
Clyde Walker Kimball          57     Direct           5,014      1.625  
  
Camille N. Laborde            71     Direct           5,028      1.629  
  
Norris A. Melancon, Jr.       71     Direct          20,491      6.640  
  
Thomas W. Montgomery, III     59    Direct            3,588      1.163  
  
Joseph Major Thibaut          45    Direct              600       .194  
                                  Indirect            1,000       .324

All Directors and Principal         Direct          103,431     33.519  
Officers as a Unit (10 Persons)   Indirect           20,477      6.636  


  
                     MANAGEMENT OF THE BANK AND BANCSHARES 
  
  
Employees 
  
   On December 31, 1998, there were twenty full time employees.  This 
includes the officers of the Corporation and Bank listed below:  
  

                              Executive Officers 
  
  
Name                        Age   Position Currently Held 
 
  
Stephen P. David            41    President and CEO of Peoples Bancshares       
                                    and Peoples Bank and Trust Company  
  
Joyce A. York               51    Vice President and Cashier of 
       	                             Peoples Bank  

R. Blain Houston            26    Loan Officer of Peoples Bank   
                                                                  
Robin Cashio                48    Branch Manager of Peoples Bank  

Kenneth R. Ramagos          43    Assistant Vice - President and
                             Loan Officer of Peoples Bank  

Melissa Laborde             35    Loan Review Officer of Peoples Bank   

Julie Perrault              38    Administrative Assistant  
  
Mary Posey                  40    Loan Collections Officer  
  
Annie LeBlanc               65    Customer Account Officer  
  

 
     Ms. York has been with Peoples Bank since inception.  Mr. David 
was elected an officer of the Bank in December of 1983.    
  
     Stephen P. David, Director, CEO, and President of Bancshares and the 
Bank, age 41. Mr. David joined the Bank on August 3, 1981 and has held many 
positions, including, Loan Officer; Assistant Vice President; Senior Loan 
Officer; Senior Vice-President and Assistant Secretary to the Board of 
Directors prior to being named to his current post on February 1, 1990.  
   
     Bancshares was formed in 1983 and became the Bank's sole shareholder 
on December 27, 1983, at which time all directors of the Bank became 
directors of Bancshares.  Dates prior to that time reflects service as a 
Director of the Bank.                  

     Joseph Jefferson David is the father of Stephen P. David.    
  
  
Item 11:   Executive Compensation 
  
         a)  Remuneration of Directors and Officers:  
  
      All Executive Officers (President David & Vice President York) 
had direct cash compensation of $190,732, $181,400, and $162,900 
excluding board fees, but including bonuses  in 1998, 1997, and 1996, 
respectively. 

      On September 17, 1981, the Board of Directors of the Bank 
approved a profit sharing plan which conforms to the Internal Revenue 
Code, Section 401(a).  All employees who have been employed by the Bank 
or a period of six months or more; who are 25 years of age; and who 
have at least 1,000 hours of service annually may participate in the 
profit sharing plan.  No contributions were made to the plan in 1998.    

  

     In January 1990 the Board of Directors approved a 401(k) savings 
plan which conforms to the Internal Revenue Code.  All employees who 
have been employed by the  bank for a period of six months or more 
were eligible to participate in the plan. Contributions by the bank 
in 1998 totaled $13,307.  The accrued amount at year end totaled 
$474,828.    
  
     The Bank has a deferred compensation plan available to its directors.  
At present only one director is participating.  Upon retirement, the 
Bank will pay the director his deferred compensation plus interest, which 
accrues at the "low Wall Street rate", in 15 equal annual installments 
beginning the month after retirement. Upon pre-retirement death, the bank 
will pay his designated beneficiaries the greater of $8,400 a year for 15 
years or his deferred compensation and accrued interest.  The bank is the 
owner and beneficiary of an insurance policy on the life of the director. 
       
            The Bank also maintains a supplemental executive retirement plan 
with its president.  Upon retirement, the president will receive $25,000 
per year for 20 years, beginning immediately.  The bank is the owner and 
beneficiary of an insurance policy on the life of the president.  If 
employment is terminated "without cause" prior to retirement, the bank 
will pay the president his accrued  benefit, which is based on the number
of months of completed service since January, 1996.  
  
     The Board of Directors of Bancshares held twelve (12) regular 
scheduled meetings during 1998.  The Board of Directors of the Bank 
held twelve (12) regularly scheduled meetings.  The Bank has a 
personnel committee which met one (1) times during 1998, and a loan 
committee which met twenty-four (24) times during the year.  The 
Board of Directors held no special meeting during 1998.  The Bank also 
has an audit committee and executive committee which did not meet during 
1998.  
  
            The Board of Directors of Bancshares and the Bank do not have a 
nomination committee.  
  
            Directors of Bancshares receive no remuneration for serving in 
that capacity. Each director of the Bank received a fee of $500 for 
each regular board meeting. Members of each committee receive $75.00 
per meeting attended.    
  
           
Item 12:  Security Ownership of Certain Beneficial Owners and 
            Management 
  
     As of March 31, 1999, Peoples Bancshares had authorized 1,000,000 
shares of common stock and of this amount, 308,577 shares were outstanding.  
Additionally, as of this date, Peoples Bancshares had authorized but 
unissued 500,000 shares of Series A Preferred stock and 500,000 shares of 
Series B Preferred stock.  

     As of March 31, 1999 the management of Bancshares knew of no other 
person or group that owned 5% or more of the outstanding stock of Bancshares 
other than Mr. N. A. Melancon, Jr., with 20,491 shares representing 6.640%; 
Mr. Frank N. Foti with 24,561 shares representing 7.959%; Mr. J. Jeff David 
with 30,638 shares representing 9.929% and William C. David* with 19,477 
shares representing 6.312%.  
  
     *William C. David has granted a Proxy Authority to his brother, 
Stephen P. David.  
     
  
Item 13:   Certain Relationships & Related Transactions 
  
     b)  Transactions with Management:  

   From time to time the Bank has extended credit to its Officers and 
Directors and to businesses in which Officers and Directors own an 
interest; and the Bank intends to continue this policy because of the 
deposits, business and the income that these activities generate for 
the Bank.  Such loans are made only with the approval of the Board of 
Directors.  

          At no time in 1998 did these transactions exceed 10% of the equity 
      capital, except for those matters noted below.  
  
    All directors and officers as a group had total loans outstanding 
at year end 1998 and 1997 of $1,382,362 and $1,213,533 respectively.



                                 PART IV


Item 14:   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
  
  
          A.  (1) Financial Statements 

The financial statements are listed under Part II, Item 8 of this Report
               
              (2) Financial Statement Schedules
          
               The financial statement schedules are listed under Part II, 
               Item 8 of this Report.

          B.  Reports on Form 8-K

              None

          C.  Exhibits

              None














Signatures  
  
    Pursuant to the requirements of Section 13 of the Securities Exchange 
Act of 1934, the Registrant has duly caused this report to be signed on 
its behalf by the under signed, thereunto duly authorized.  
  
                   PEOPLES BANCSHARES OF POINTE COUPEE  
                   PARISH, INC.  
  
  
  
                                  By:_________________________________  
                                     Joseph M. Thibaut, Sr.
                                     Chairman  
  
  
    Pursuant to the Requirements of the Securities Exchange Act of 1934, 
this report has been signed by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated:  
  
  
  
________________________________     ______________________________  
Joseph Jefferson David               Clyde Walker Kimball  
Director                             Director  
  
________________________________     ______________________________  
Frank Ned Foti                       Camille N. LaBorde  
Director                             Director  
       
  
________________________________     ______________________________  
Norris A. Melancon, Jr.              C. E. Hebert, III  
Director                             Director and Secretary 
  
  
________________________________     ______________________________  
Stephen P. David                     Junies W. Hurst  
President/CEO and Director           Director  
  
  
________________________________     ______________________________  
Thomas W. Montgomery, III            Joseph Major Thibaut  
Director                             Director 









	C O N T E N T S


	  

Independent Auditors' Report


Consolidated Statements of Financial Condition
   December 31, 1998 and 1997	


Consolidated Statements of Operations and Comprehensive Income
   Years ended December 31, 1998, 1997, and 1996	


Consolidated Statements of Changes in Stockholders' Equity
   Years ended December 31, 1998, 1997, and 1996	


Consolidated Statements of Cash Flows
   Years ended December 31, 1998, 1997, and 1996	


Notes to Consolidated Financial Statements	







	INDEPENDENT AUDITORS' REPORT





To the Board of Directors and Stockholders of
Peoples Bancshares of Pointe Coupee Parish, Inc.
New Roads, Louisiana


We have audited the accompanying consolidated statements of financial 
condition of Peoples Bancshares of Pointe Coupee Parish, Inc. and 
Subsidiary as of December 31, 1998 and 1997, and the related 
consolidated statements of operations and comprehensive income, 
changes in stockholders' equity and cash flows for each of the years 
during the three year period ended December 31, 1998. These financial 
statements are the responsibility of the Company's management. Our 
responsibility is to express an opinion on these consolidated 
financial statements based on our audits.  

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

In our opinion, the consolidated financial statements referred to 
above present fairly, in all material respects, the financial position 
of Peoples Bancshares of Pointe Coupee Parish, Inc. and Subsidiary as of 
December 31, 1998 and 1997, and the results of their operations and their 
cash flows for each of the years during the three year period ended December 
31, 1998, in conformity with generally accepted accounting principles.




Postlethwaite and Netterville
Baton Rouge, Louisiana
January 26, 1999

<TABLE>

         PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY 
                              NEW ROADS, LOUISIANA 

                  CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION 
                           DECEMBER 31, 1998 AND 1997 


                                           A S S E T S 
           
                                    1998                 1997 
<S>                               <C>            <C> <C>
Cash and due from banks           $1,691,500     $   2,265,075 

Interest-bearing deposits 
in other banks                       394,000           493,000 

Federal funds sold                 4,025,000           800,000 

Securities available-for-sale      5,085,042         7,194,159 

Loans, less allowances for loan
losses of $852,171 and $846,958
at December 31, 1998 and 1997, 
Respectively                     28,269,513         27,288,042 

Accrued interest receivable         513,129            537,746 

Bank premises and equipment, 
net of accumulated depreciation     673,598            685,100 

Other assets                        264,676             74,068 



TOTAL ASSETS                    $40,916,458      $  39,337,190 


The accompanying notes are an integral part of these consolidated financial 
statements.
</TABLE>



<TABLE>
            PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY 

                            NEW ROADS, LOUISIANA 

   
                        YEARS ENDED DECEMBER 31, 1998, 
                             1997, AND 1996 

          L I A B I L I T I E S   A N D   S T O C K H O L D E R S'   
                                E Q U I T Y




                                       1998               1997 


CURRENT LIABILITIES 
 Deposits: 
 <S>                            <C> <C>              <C> <C>
 Noninterest-bearing            $   6,967,973        $   6,324,279 
 Interest-bearing                  26,188,540           26,595,545 
 Total deposits                    33,156,513           32,919,824 

 Other borrowed funds                 628,000                 -   
 Accrued interest payable             100,369               95,895 
 Other liabilities                    115,937               84,717 
 Total liabilities                 34,000,819           33,100,436 


COMMITMENTS AND CONTINGENCIES            -                    -   

 STOCKHOLDERS' EQUITY 
 Common stock; $2.50 par value; 
 1,000,000 shares Authorized;
 309,677 shares issued; 
 and 308,577 shares outstanding       774,193              774,193 

 Capital Surplus                    1,525,808            1,525,808 
  
 Retained earnings                  4,588,482            3,928,237 
 Accumulated other comprehensive 
income                                 40,156               21,516 
                                    6,928,639            6,249,754 
  
 Less: 1,100 shares held in 
treasury  at cost                    (13,000)             (13,000)
  
 Total stockholders equity         6,915,639            6,236,754 

 TOTAL LIABILITIES AND 
STOCKHOLDERS' EQUITY             $ 40,916,458         $ 39,337,190 
</TABLE>
<TABLE>
 
        PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY 
                            NEW ROADS, LOUISIANA 

         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME 
                 YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996 

                              1998              1997               1996 
 INTEREST INCOME 
 <S>                      <C>               <C>                <C>
 Interest on loans        $ 3,006,132       $ 2,671,661        $ 2,487,275 
 Interest on 
 available-for-sale  
    securities                358,338           525,504            544,844 
 Interest on 
 held-to-maturity 
    securities                     -                -               11,783
 Interest on federal 
 funds sold                    76,353           128,333            162,721
 Interest on deposits 
 in other banks                24,356            46,310             61,507
  Total interest income     3,465,179         3,371,808          3,268,130

 INTEREST EXPENSE 

  Interest on deposits     1,092,939          1,138,820          1,114,362
  Interest on federal 
  funds purchased             18,085                297              1,008
  Interest on other
  borrowed funds              20,946                -                  -
                           1,131,970          1,139,117          1,115,370


 NET INTEREST INCOME       2,333,209          2,232,691          2,152,760

 Provision (credit) for
 loan losses                (46,000)                -               (32,000)

 NET INTEREST INCOME AFTER 
 PROVISION (CREDIT) FOR 
 LOAN LOSSES              2,379,209           2,232,691           2,184,760


 NON-INTEREST INCOME 
 Service charges on
 deposit accounts           122,414             125,120             126,756
 Other service charges 
 and fees                   321,839             316,297             290,846
 Net realized gains on 
 sales of
 available-for-sale 
 securities                   2,505              14,973              23,558
 Other income                62,233             167,630              67,747
 Total other income         508,991             624,020             508,907


 The accompanying notes are an integral part of these consolidated
 financial statements.
</TABLE>
    

<TABLE>
 
          PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY 
                            NEW ROADS, LOUISIANA 

           CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME 
                    YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996 


                                 1998           1997           1996 
 NON-INTEREST EXPENSES 
 Salaries and employee 
 <S>                         <C> <C>         <C> <C>        <C> <C>
 benefits                    $   826,312     $   846,795    $   750,479
  Occupancy expenses             160,318         148,939        146,304
  Data processing expenses       107,173          72,783         79,245
  Deposit insurance premiums      17,022          14,787         11,999
 Other operating expenses        402,455         393,882        357,611
 
 Total other expenses          1,513,280       1,477,186      1,345,638
 INCOME BEFORE INCOME          1,374,920       1,379,525      1,348,029

TAX EXPENSE

 Income tax expense              452,387         465,439        442,004

NET INCOME                       922,533         914,086        906,025


OTHER COMPREHENSIVE INCOME 
Unrealized holding gains 
(losses) arising during           21,145          11,888         (7,342)
 The period, net taxes
 Less: reclassifications 
 adjustment for realized gain     (2,505)           (523)       (23,558)

Totals                        $  941,173      $  925,451     $  875,125

COMPREHENSIVE INCOME 

 Per common share data: 


 Net income                   $     2.99     $      2.96     $     2.94

 Cash dividends               $     0.85     $      0.65     $     0.65

 Average number of shares 
 outstanding                     308,577         308,577        308,577

The accompanying notes are an integral part of these consolidated
financial statements. 
</TABLE>

<TABLE>
          PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY
                             NEW ROADS, LOUISIANA
            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996


                                  Common Stock                  Capital
                             Shares           Amount             Surplus 

Balance at December 31, 
<S>                       <C> <C>           <C> <C>           <C>  <C>
1995                      $   309,677       $   774,193       $    550,808 
 Net income                        -                -                  -   
 Net change in unrealized 
 gain (loss) 
 On available-for-sale 
 securities, 
 Net of deferred income 
 tax 
 Benefit of $15,918                -                -                  -   
 Cash dividends declared           -                -                  -   

 Balance at December 31, 
 1996                         309,677           774,193            550,808 
 
 Net income                        -                -                  -   
 Net change in unrealized 
 gain (loss) 
 On available-for-sale 
 securities, 
 Net of deferred income 
 taxes of $5,854                   -                -                  -              -   

 Cash dividend paid                -                -                  -   
 Board designated 
 transfer from retained 
 earnings to capital 
 surplus                           -                -             975,000 

 Balance at December 31, 
 1997                         309,677          774,193          1,525,808 

 Net income                       -                -                  -   
 Net change in unrealized 
 gain (loss) 
 on available-for-sale 
 securities, 
 net of deferred income 
 taxes of $9,602                  -                -                  -   
 
 Cash dividends paid              -                -                  -   

 Balance at December 31, 
 1998                    $    309,677     $    774,193       $  1,525,808 

The accompanying notes are an integral part of these consolidated 
financial statements. 
</TABLE>
<TABLE>
                     Accumulated 
                        Other                                        Total 
Retained            Comprehensive          Treasury Stock        Stockholders'
Earnings               Income          Shares         Amount         Equity 
                   
<C>              <C>   <C>             <C>        <C> <C>        <C>
$  3,484,276     $     41,051          1,100      $   (13,000)   $  4,837,328 
     906,025              -               -               -           906,025 






         -            (30,900)            -               -           (30,900)
    (200,575)             -               -               -          (200,575)


   4,189,726           10,151           1,100         (13,000)      5,511,878 
                         
     914,086              -                -              -           914,086 





         -             11,365              -              -            11,365 
      
    (200,575)             -                -              -          (200,575)



    (975,000)             -                -              -               -   


   3,928,237           21,516            1,100        (13,000)      6,236,754

     922,533              -                -              -           922,533





         -             18,640              -              -            18,640 

    (262,288)             -                -              -          (262,288)


$  4,588,482     $     40,156            1,100    $   (13,000)   $  6,915,639 
</TABLE>
<TABLE>


                                 1998              1997              1996 
 
 <S>                        <C>  <C>         <C>  <C>           <C>  <C>
 Net income                 $    922,533     $    914,086       $    906,025 
 Adjustments to reconcile net 
 income to net cash 
 provided by operating 
 activities: 
 Gain on sales of other real 
 estate                           (2,950)           (523)           (18,258)

 Gain on sales of other assets     3,760        (119,980)               -   
 Net realized gains from sales 
 and maturities
 of available-for-sale 
 securities                       (2,505)        (14,973)           (23,558)
 Net accretion of investment 
 security discounts / 
 amortization of investment 
 security premiums                12,270           3,262            (35,564)
 Provision (credit) for loan 
 losses                          (46,000)            -              (32,000)
 Loss (gain) on sales of bank 
 premises and equipment              -              (300)             2,821 

 Depreciation                     60,714          55,718             48,767 

 Net changes in operating 
 assets and liabilities: 

 Accrued interest receivable      24,617          19,012            (9,480)

 Other assets                    (44,204)          9,585             6,951 

 Accrued interest payable          4,474           2,485            (8,834)

 Other liabilities                31,220          39,877            16,249 
 Net cash provided by operating 
activities                       963,929         908,249           853,119 

CASH FLOWS FROM INVESTING 
ACTIVITIES 

 Proceeds from sales and 
 maturities of 
 available-for-sale 
 securities                    6,139,493       6,740,227        3,665,177 
 Proceeds from maturities of 
 securities held-to-maturity         -               -            300,000
 Purchases of available-for-
 sale securities              (4,011,896)     (4,546,187)      (5,179,031)
 Net decrease (increase) in 
 interest-bearing 
 deposits in other banks          99,000         590,000         (199,000)
 Net decrease (increase) in 
federal funds sold            (3,225,000)      2,950,000         (450,000)

 Increase in net loans        (1,122,940)     (5,101,067)      (2,514,323)
 Proceeds from sales of other 
 assets                           12,650         131,382           35,000 
 Proceeds from sales of other 
 real estate owned                18,000          10,000           79,324 
 Proceeds from sales of bank 
 premises and equipment               -              300               -   
 Purchases of bank premises 
 and equipment                   (49,212)        (73,569)         (63,755)
 Net cash provided by (used 
 in) investing activities     (2,139,905)        701,086       (4,326,608)

The accompanying notes are an integral part of these consolidated
financial statements. 
</TABLE>
<TABLE>

       PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY 
                           NEW ROADS, LOUISIANA 

                         CONSOLIDATED STATEMENTS OF 
                                CASH FLOWS 
                   YEARS ENDED DECEMBER 31, 1998, 1997, AND 
                                  1996 


                                   1998              1997            1996 


CASH FLOWS FROM FINANCING 
ACTIVITIES 
Net increase in noninterest-
bearing demand deposit 
accounts, savings accounts, 
<S>                           <C>  <C>          <C>  <C>        <C>  <C>
and NOW account               $    498,561      $    131,840    $    175,339 
Net increase (decrease) in 
time deposits                     (261,872)         (973,601)      3,565,474 
Net increase in other 
borrowed funds                     628,000               -               -   

Dividends paid                    (262,288)         (200,575)       (200,575)
Net cash provided by (used 
in) financing activities           602,401        (1,042,336)      3,540,238 
Net increase (decrease) in 
cash and due from banks           (573,575)          566,999          66,749 
Cash and due from banks - 
beginning of year                2,265,075         1,698,076       1,631,327 

                              $  1,691,500      $  2,265,075    $  1,698,076 


Supplemental disclosures of 
cash flow information 

Cash paid for interest        $  1,127,496      $  1,136,632    $  1,013,487 

Cash paid for income taxes    $    468,120      $    424,671    $    415,186 

The accompanying notes are an integral part of these consolidated 
financial statements. 
</TABLE>


1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of Peoples Bancshares 
of Pointe Coupee Parish, Inc. (Bancshares) and its subsidiary conform 
to generally accepted accounting principles and to the prevailing 
practices within the banking industry. A summary of significant 
accounting policies is as follows:

Basis of presentation

The consolidated financial statements include the accounts of 
Bancshares and its wholly owned subsidiary, Peoples Bank and Trust 
Company (the Bank). All significant intercompany accounts and 
transactions have been eliminated in consolidation. 
 
Nature of operations

Substantially all of the assets, liabilities, and operations 
presented in the consolidated financial statements are attributable
to Peoples Bank and Trust Company. The Bank provides a variety 
of banking services to individuals and businesses primarily in and 
around Pointe Coupee Parish, Louisiana. Its primary deposit 
products are demand deposits, savings deposits, and certificates of 
deposits, and its primary lending products are agriculture, 
commercial business, real estate, and consumer loans.

Use of estimates

The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to 
make estimates and assumptions that affect the reported amounts 
of assets and liabilities and disclosure of contingent assets and 
liabilities at the date of the financial statements and the 
reported amounts of revenues and expenses during the reporting 
period. Actual results could differ from these estimates.

The determination of the adequacy of the allowance for loan losses 
is based on estimates that are particularly susceptible to 
significant changes in the economic environment and market 
conditions. In connection with the determination of the estimated
losses on loans, management obtains independent appraisals 
for significant collateral.

The Banks loans are generally secured by specific items of 
collateral including real property, consumer assets, and 
business assets.  Although the Bank has a diversified loan 
portfolio, a substantial portion of its debtors ability to honor 
their contracts is dependent on local economic conditions and 
the agricultural industry.

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

Investment securities

The Bank's investments in securities are classified in two categories
and accounted for as follows:

? Securities to be held-to-maturity.  Bonds, notes, and debentures 
  for which the Bank has the positive intent and ability to hold to 
  maturity are reported at cost, adjusted for premiums and discounts 
  which are recognized in interest income using the interest method, 
  over the period to maturity.

? Securities available-for-sale. Available-for-sale securities consist 
  of bonds, notes, and debentures that are available to meet the Bank's
  operating needs. These securities are reported at fair value as 
  determined by quoted market prices.

Unrealized holding gains and losses, net of tax, on available-for-sale 
securities are reported as a net amount in other comprehensive income.

Gains and losses on the sale of investment securities are determined 
using the specific-identification method.  Realized gains (losses) on 
the sales and maturities of available-for-sale securities are classified 
as non-interest income and reported as a reclassification adjustment in 
other comprehensive income.

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Loans receivable

Loans receivable that management has the intent and ability to hold 
for the foreseeable future or until maturity or pay-off are reported 
at their outstanding principal adjusted for any charge-offs, the 
allowance for loan losses, and any deferred fees or costs on originated 
loans and unamortized premiums or discounts on purchased loans.

The accrual of interest on impaired loans is discontinued when, in 
management's opinion, the borrower may be unable to meet payments as 
they become due. When interest accrual is discontinued, all unpaid 
accrued interest is reversed. Interest income is subsequently recognized 
only to the extent cash payments are received.

The allowance for loan losses is increased by charges to income and 
decreased by charge-offs (net of recoveries). Management's periodic 
evaluation of the adequacy of the allowance is based on the Bank's 
past loan loss experience, known and inherent risks in the portfolio, 
adverse situations that may affect the borrower's ability to repay, the 
estimated value of any underlying collateral, and current economic 
conditions.

Foreclosed real estate

Real estate properties acquired through, or in lieu of, loan foreclosure 
are to be sold and are initially recorded at fair value at the date of 
foreclosure, establishing a new cost basis. After foreclosure, valuations 
are periodically performed by management, and the real estate is 
subsequently carried at the lower of carrying amount or fair value, less 
cost to sell. Revenue and expenses from operations and changes in the 
valuation allowance are included in loss on foreclosed real estate.

Bank premises and equipment

Land is carried at cost. Bank premises and equipment are stated at cost 
less accumulated depreciation, which is computed using straight-line and 
accelerated methods over the estimated useful lives of the assets, which 
range from 3 to 30 years.

Income taxes

Provisions for income taxes are based on taxes payable or refundable 
for the current year (after exclusion of non-taxable income such as 
interest on state and municipal securities) and deferred taxes on 
temporary differences between the amount of taxable income and pretax 
financial income and between the tax bases of assets and liabilities 
and their reported amounts in the financial statements. Deferred tax 
assets and liabilities are included in the financial statements at 
currently enacted income tax rates applicable to the period in which 
the deferred tax assets and liabilities are expected to be realized or 
settled as prescribed in SFAS No. 109, Accounting for Income Taxes. As 
changes in tax laws or rates are enacted, deferred tax assets and 
liabilities are adjusted through the provision for income taxes.

Net Income per share  

Net income per share of common stock has been computed on the basis 
of the weighted average number of shares of common stock outstanding.

Comprehensive income

Comprehensive income is the change in stockholders equity during the 
period from transactions and other events and circumstances from 
non-owner sources. Comprehensive income includes the change in unrealized 
gains (losses), net of taxes, on available-for-sale securities during the
period.

Cash and cash equivalents

For purposes of presentation in the consolidated statements of cash 
flows, cash and cash equivalents are defined as those amounts included 
in the balance sheet caption "Cash and due from banks."


1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Off-balance sheet financial instruments

In the ordinary course of business, the Bank has entered into 
off-balance sheet financial instruments consisting of commitments 
to extend credit, commercial letters of credit, and standby letters 
of credit. Such financial instruments are recorded in the financial 
statements when they are funded or related fees are incurred or 
received.

Fair values of financial instruments

Statement of Financial Accounting Standards (SFAS) No. 107, 
Disclosures about Fair Value of Financial Instruments, requires 
disclosure of fair value information about financial instruments, 
whether or not recognized in the balance sheet. In cases where 
quoted market prices are not available, fair values are based on 
estimates using present value or other valuation techniques. Those 
techniques are significantly affected by the assumptions used, 
including the discount rate and estimates of future cash flows. In 
that regard, the derived fair value estimates cannot be substantiated 
by comparison to independent markets and, in many cases, could not be 
realized in immediate settlement of the instruments from its disclosure 
requirements. Accordingly, the aggregate fair value amounts presented 
do not represent the underlying value of Bancshares.

The following methods and assumptions were used by Bancshares in 
estimating its fair value disclosures for financial instruments:

Cash and cash equivalents - the carrying amounts of cash and 
cash equivalents approximate their fair values.

Interest-bearing deposits in other banks - fair values for 
interest-bearing deposits in other banks are estimated using a 
discounted cash flow analysis that applies interest rates currently
being offered on certificates to a schedule of aggregated contractual 
maturities on such time deposits.

The following methods and assumptions were used by Bancshares in 
estimating its fair value disclosures for financial instruments:

Investment securities - fair values for investment securities are 
based on quoted market prices, where applicable.  If quoted market 
prices are not available, fair values are based on quoted market 
prices of comparable instruments.

Loans receivable - for variable-rate loans that reprice frequently 
and have no significant change in credit risk, fair values are 
based on carrying values. Fair values for certain mortgage loans 
(i.e., one-to-four family residential), credit card loans, and other 
consumer loans are based on quoted market prices of similar loans 
sold in conjunction with securitization transactions, adjusted for 
differences in loan characteristics. Fair values for commercial real 
estate and commercial loans are estimated using discounted cash flow 
analyses, using interest rates currently being offered for loans with 
similar terms to borrowers of similar credit quality. Fair values for 
impaired loans are estimated using discounted cash flow analyses or 
underlying collateral values, where applicable.

Deposit liabilities - the fair values disclosed for demand deposits 
are, by definition, equal to the amount payable on demand at the 
reporting date (that is, their carrying amounts). The carrying 
amounts of variable-rate, fixed-term money market accounts and 
certificates of deposit approximate their fair values at the 
reporting date. Fair values for fixed-rate certificates of 
deposit are estimated using a discounted cash flow calculation 
that applies interest rates currently being offered on certificates 
to a schedule of aggregated expected monthly maturities on time deposits.

Short-term borrowings - the carrying amounts of other short-term 
borrowings maturing within 90 days approximate their fair values. Fair 
values of other short-term borrowings are estimated using discounted 
cash flow analyses based on the incremental borrowing rates for similar 
types of borrowing arrangements.

Accrued interest - the carrying amounts of accrued interest approximate 
their fair values.

Off-balance sheet instruments - fair values for off-balance sheet 
lending commitments are based on fees currently charged to enter into 
similar agreements, taking into account the remaining terms of the 
agreements and the counterparties' credit standing.


1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Reclassification

Certain amounts in the 1997 and 1996 consolidated financial statements 
have been reclassified to conform with the current year presentation.

2.	INVESTMENT SECURITIES

Debt and equity securities have been classified in the consolidated 
statements of financial condition according to managements intent. 
Securities classified as available-for-sale consisted of the following:

<TABLE>
                                     December 31, 1998
                                           Gross          Gross   
				                      Amortized   Unrealized     Unrealized        	Fair                                                    
                               Cost       Gains         	Losses         Value

U.S. Treasury 
securities 
and obligations 
of other
governmental 
<S>                   <C>           <C> <C>        <C>     <C>     <C>
entities              $ 3,251,067   $   62,009     $       1,479	  $  3,311,597
	Mortgage-backed 
        securities     1,421,533	        3,295	             2,983	    1,421,845
	Other	                  351,600	           -                 -         351,600
                    $  5,024,200	   $   65,304      $       4,462	  $ 5,085,042

</TABLE>
<TABLE>
                                    		December 31, 1997                              
                                     	Gross       	      Gross       	
                      Amortized   Unrealized        Unrealized        Fair         
                         Cost        Gains	           Losses 	      Value       

U.S. Treasury 
securities and
   obligations of 
   other 
   governmental 
   <S>             <C>            <C>            <C>    <C>        <C>
   entities        $ 5,856,381    $ 	48,354	     $      9,955	     $ 5,894,780
Mortgage-backed 
   securities        1,305,178	       7,300	   	        6,529 	      1,299,379	
                   $ 7,161,559    $  49,084	     $     16,484	     $ 7,194,159	
</TABLE>
<TABLE>
Realized gains on sales of securities during the years ended 
December 31, 1998, 1997, and 1996 were as follows:

                          	       1998		       1997		       1996	
U.S. Treasury securities and
obligations of other
<S>                             <C>          <C>           <C>
governmental entities          	$	2,505     	$	7,582      	$	23,558
	Mortgage-backed securities	         -			      7,391	           -	
                           					$	2,505    	$	14,973	      $	23,558
</TABLE>
The amortized costs and estimated market values of debt securities at 
December 31, 1998, by contractual maturity, are shown below. Expected 
maturities may differ from contractual maturities because borrowers have 
the right to call or prepay obligations with or without call or 
prepayment penalties.
<TABLE>
                                          			Amortized   	       	Fair         
                                             			Cost      	      Value

  <S>                                        <C>               <C>
		Within one year	                         		$	125,346        	$	125,583
		Greater than one but within
	   five years			                           	2,968,727       		2,973,404
		Greater than five but within
	   ten years				                              814,770		         836,796
				Greater than ten years			                1,115,357       		1,149,259
							                                    $	5,024,200      	$	5,085,042	

</TABLE>
2.	INVESTMENT SECURITIES (continued)

Investment securities with carrying values of approximately 
$2,110,000 and $5,280,000 at December 31, 1998 and 1997, respectively, 
were pledged to secure public deposits and for other purposes as 
required or permitted by law.

3.	LOANS
<TABLE>
The components of loans in the consolidated statements of financial 
condition were as follows:

                          1998               1997			                                           
                      (in thousands)    (in thousands)	

<S>                   <C>                  <C>
Agricultural loans    $  7,619             $  7,475
Commercial loans         9,673                9,676
Real estate loans        4,766                4,675                                                                              
Consumer loans           6,785                6,054                              
Other                      279                  255
                        29,122               28,135                                                                       
Less: allowance 
for loan losses       (    852)            (    847)                                                                             
 Loans, net           $ 28,270             $ 27,288

</TABLE>
                                                                       
<TABLE>
Changes in the allowance for loan losses during the years ended 
December 31, 1998, 1997, and 1996 were as follows:

                                    1998        1997           1996 

  <S>                            <C>         <C>            <C>
  Balance - beginning of year    $ 846,958	  $ 920,601	     $	1,020,205
  Provision credited to 
  operations                    (   46,000)	        -       (	   32,000)
  Loans charged-off             (   38,571) 	( 109,181)	    (   106,648)
  Recoveries                        89,784	     35,538	     	    39,044
  Balance - end of year          $ 852,171	  $ 846,958	      $  920,601
</TABLE>

Impairment of loans having recorded investments of $192,894 at 
December 31, 1998 and $451,630 at December 31, 1997 has been 
recognized in conformity with SFAS No. 114, Accounting by Creditors for 
Impairment of a Loan, as amended by SFAS No. 118. The average recorded 
investment in impaired loans during 1998 and 1997 was approximately 
$320,000 and $460,000, respectively. The total allowances for loan losses 
related to these loans was $22,500 at both December 31, 1998 and 1997. 

Interest income on impaired loans, which is recognized when cash 
payments are received, totaled approximately $8,300, $10,000, and 
$12,000 during the years ended December 31, 1998, 1997, and 1996, 
respectively.

The Bank transferred approximately $187,468 and $22,156 of real estate 
acquired in settlements of loans to other real estate owned and other 
assets during the years ended December 31, 1998 and 1997, respectively.

	The Bank is not committed to lend additional funds to debtors whose loans 
   have been modified.

4.	BANK PREMISES AND EQUIPMENT
<TABLE>
Major classifications of bank premises and equipment are summarized 
as follows:


				                                                                                    
                             1998            1997                 

<S>                       <C>             <C>
Land                      $ 100,081       $  100,081
Buildings and 
improvements                876,819          869,529
Equipment                   513,844          479,909
                          1,490,744        1,449,519
Less:  accumulated 
depreciation             (  817,146)     (   764,419)
		                        $ 673,598      $   685,100
Depreciation expense amounted to $60,714, $55,718, and $48,767 
during the years ended December 31, 1998, 1997, and 1996, respectively.
</TABLE>

5.	DEPOSITS
<TABLE>
Deposits are summarized below:
                                   1998            1997

<S>                         <C> <C>           <C> <C>
Demand deposit accounts     $   6,967,973     $   6,324,279
NOW accounts                    4,427,077         4,890,781
Savings accounts                6,313,596         5,995,025
Time accounts                  15,447,867        15,709,739
		                         $   33,156,513     $  32,919,824
</TABLE>
<TABLE>
At December 31, 1998, the scheduled maturities of all outstanding 
certificates of deposit were as follows:

                    				  During the
				                      year ending
				                      December 31,    	       Amount

                            <C>               <C>
                			  	      1999             	$	12,557,615
					                       2000		               2,319,636
  					                     2001		                 373,302
					                       2002	                 	197,314
					                                        	$	15,447,867
</TABLE>
Included in deposits are approximately $4,266,000 and $4,205,000 of 
certificates of deposit in excess of $100,000 at December 31, 1998 
and 1997, respectively.  Interest expense on such deposits was 
approximately $198,000, $200,000, and $187,000 during the years ended 
December 31, 1998, 1997, and 1996, respectively.

6.	OTHER BORROWED FUNDS

The Bank established a line-of-credit with the Federal Home Loan Bank 
(FHLB) during 1998 to provide an additional source of operating 
capital. The current advances, which totaled $628,000 at December 
31, 1998, bore interest at 5.275%  and were completely repaid on 
January 11, 1999.

This line of credit is secured by $351,000 of FHLB stock owned by the 
Bank and all wholly-owned residential (1-4 units) first mortgage loans.

7.		INCOME TAXES

The source and tax effect of items reconciling income tax expense to 
the amount computed by applying the federal income tax rates in effect 
to income before income tax expense for the years ended December 31, 
1998, 1997, and 1996 were as follows:

	

<TABLE>
                               1998             1997               1996 			
                            Amoun		  %      Amount	      %      Amount    %
Income before income
<S>                    <C>         <C>     <C>               <C>        <C>
tax expense            $1,374,920  100.0%	 $1,379,525	100.0% $1,348,029 100.0%    
Income tax expense 
at statutory rate      $  467,473   34.0%  $	 469,039  34.0% $  458,330  34.0%
Tax-exempt interest 
Income and 
nondeductible
interest cost           (  29,348) ( 2.1) (   	12,077)( 0.9)  (  12,746) (0.9) 
Other                      14,262    1.0        8,477	  0.6   (   3,580) (0.3)
                       $  452,387   32.9%   $	465,439	 33.7%  $ 442,004  32.8%	
</TABLE>
<TABLE>
	The components of income tax expense during the years ended December 
   31, 1998, 1997, and 1996 were as follows:

 
 
                            1998             1997               1996              

<S>                   <C> <C>           <C> <C>            <C>
Current tax expense   $   449,201       $   470,991	       $	406,371
Deferred tax expense 
(benefit)                   3,186       (     5,552)        	 35,633
	                     $   452,387       $   465,439	        	442,004
</TABLE>
<TABLE>
Bancshares records deferred income taxes on the tax effect of temporary 
differences. Deferred tax assets are subject to a valuation allowance 
if their realization is less than fifty percent probable. Deferred tax 
assets (liabilities) were comprised of the following at December 31, 1998 
and 1997:

                                   1998      		1997  

<S>                            <C>         <C>
Depreciation                   ($ 137,708)	($	128,160)
Unrealized gains on 
securities                     (   20,686)	(  	11,084)
Gross deferred tax liability   (  158,394)	( 	139,244)

Reserve for loan losses           124,123	   	113,135
Write-downs of foreclosed 
property                           13,290	    	24,281
Deferred compensation              19,872	    	13,507
Gross deferred tax assets         157,285	   	150,923
Less:  deferred tax asset 
valuation allowance                  -	          -		
	Net deferred tax asset 
  (liability)                  ($   1,109) ($ 11,679)
</TABLE>


8.	EMPLOYEE BENEFITS

The Bank maintains a 401(k) savings plan for which the majority of 
its employees are eligible. The employer contributes to the plan 
based on the discretion of the Board of Directors. The Bank matches 50% 
of employee contributions up to 6% of each employee's salary. The Bank 
recognized expenses relating to this plan of approximately $13,300, 
$13,800, and $11,600 during the years ended December 31, 1998, 1997, 
and 1996, respectively.

The Bank maintains a deferred compensation agreement with a 
director. Upon retirement, the Bank will pay the director his deferred 
compensation plus interest. The Bank is the owner and beneficiary 
of several insurance policies covering the life of this director.

The Bank also maintains a supplemental executive retirement plan agreement 
with its president. Upon retirement, or in the event of death, the 
president, or his designated beneficiary, will receive the benefit over 
20 years. The Bank is the owner and beneficiary of an insurance policy 
covering the life of the president. If employment is terminated "without 
cause" prior to retirement, the Bank will pay the president his accrued 
benefit, which is based on the number of months of completed service since 
January, 1996.

9.		FINANCIAL INSTRUMENTS

The Bank is a party to financial instruments with off-balance sheet 
risk in the normal course of business to meet the financing needs of 
its customers. These financial instruments include commitments to extend 
credit and standby letters of credit. These instruments involve, to 
varying degrees, elements of credit and interest rate risk in excess of 
the amount recognized in the consolidated statements of financial. 
condition. The contract or notional amounts of these instruments reflect 
the extent of the Bank's involvement in particular classes of 
financial instruments.

The Bank's exposure to credit loss in the event of nonperformance by 
the other party to the financial instrument for commitments to extend 
credit and standby letters of credit is represented by the contractual 
notional amount of those instruments. The Bank uses the same credit 
policies in making commitments and conditional obligations as it does for 
financial instruments recorded on its balance sheet.

	Unless noted otherwise, the Bank does not require collateral or other 
security to support financial instruments with credit risk.

Commitments to Extend Credit

Commitments to extend credit are agreements to lend to a customer, as 
long as there is no violation of any condition established in the 
contract. Commitments generally have fixed expiration dates 
or other termination clauses and may require the payment of a fee.  
Since many of the commitments are expected to expire without being 
drawn upon, the total commitment amounts do not necessarily represent 
future cash requirements. The Bank evaluates each customer's 
creditworthiness on a case-by-case basis. The amount of collateral 
obtained, if it is deemed necessary by the Bank upon extension of 
credit, is based on management's credit evaluation of the 
counterparty. Collateral held varies but may include accounts 
receivable; inventory; property, plant and equipment; and 
income-producing commercial properties. At December 31, 1998, 
unfunded loan commitments totaled approximately $2,800,000.
 
Standby letters of credit are conditional commitments issued by 
the Bank to guarantee the performance of a customer to a third 
party. Those guarantees are primarily issued to support public 
and private borrowing arrangements, including commercial paper, 
bond financing, and similar transactions. At December 31, 1998, 
commitments under standby letters of credit totaled approximately 
$457,000. The credit risk involved in issuing letters of credit 
is essentially the same as that involved in extending loan 
facilities to customers. Because these instruments have fixed 
maturity dates, they do not generally present any significant 
liquidity risk to the Bank.

The Bank has not been required to perform on any financial 
guarantees during the past three years. The Bank did not incur 
any losses on such commitments during either 1998, 1997, or 1996.

<TABLE>
The estimated fair values of Bancshares financial instruments at 
December 31, 1998 and 1997 were as follows (in thousands):

				                               1998                  1997                         
				                       Carrying      Fair     Carrying    Fair       
				                       Amount        	Value     Amount     Value 
Financial assets:
Cash and due from banks, 
 Interest bearing 
 deposits in other 
 banks, and federal 
 <S>                      <C>          <C>        <C>          <C>
 funds sold               $ 6,111	     $ 6,111    $  	3,558   	$ 3,558
Securities 
 available-for-sale         5,085	       5,085	       7,194	     7,194
Loans receivable (net)     28,270	      28,283	      27,288	    26,901
Accrued interest 
 Receivable                   513		         513	         538	       538

Financial liabilities:
Deposit liabilities        33,157	      33,234	      32,920	    32,964
Other borrowed funds          628		         628	          -         -      
</TABLE>

10.		RELATED PARTY TRANSACTIONS
<TABLE>
	In the ordinary course of business, certain officers and directors of 
the Bank and companies in which they have 10% or more beneficial ownership 
maintain a variety of banking relationships with the Bank. An analysis of 
activity during 1998, 1997, and 1996 with respect to loans to 
officers and directors of the Bank is as follows:

                           1998   	       1997          1996         

Balance - beginning 
  <S>                 <C>             <C>            <C>
  of year             $  1,213,533	   $  915,967	    $	845,526
  Additions                897,008	      869,256		     443,523
  Payments            (    728,179)    ( 571,690)     (373,082)
Balance - end of year $  1,382,362	  $ 1,213,533 	    $915,967

Included in deposits are deposits from directors, officers, 
their immediate families, and related companies. These 
accounts totaled approximately $1,809,000 and $1,080,000 at December 
31, 1998 and 1997, respectively.
</TABLE>
11.	RESTRICTIONS OF RETAINED EARNINGS

The Bank, as a state chartered Bank, is subject to the dividend 
restrictions set forth by the Commissioner. Under such restrictions, 
the Bank may not, without the prior approval of the Commissioner, declare 
dividends in excess of the sum of the current year's retained net 
earnings (as defined) plus the retained net earnings (as defined) from 
the prior year. At December 31, 1998, the Bank could not declare any 
additional dividends without the approval of the Commissioner.


12.		REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements 
administered by the federal banking agencies. Failure to meet 
minimum capital requirements can initiate certain mandatory, 
and possibly additional discretionary actions, by regulators that, 
if undertaken, could have a direct material effect on the Bank's 
financial statements. Under capital adequacy guidelines and 
the regulatory framework for prompt corrective action, the Bank must 
meet specific capital guidelines that involve quantitative measures of 
the Bank's assets, liabilities, and certain off-balance sheet items as 
calculated under regulatory accounting practices. The Bank's capital 
amounts and classification are also subject to qualitative judgments 
by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital 
adequacy require the Bank to maintain minimum amounts and ratios (set 
forth in the table on the following page) of total and Tier I capital 
(as defined in the regulations) to risk-weighted assets (as defined), 
and of Tier I capital (as defined) to average assets (as defined).  
Management believes, as of December 31, 1998, that the Bank meets 
all capital adequacy requirements to which it is subject.

The most recent notification from the Office of Financial Institutions 
(as of June 30, 1997) categorized the Bank as well capitalized under the 
regulatory framework for prompt corrective action. To remain as well 
capitalized the Bank must maintain minimum total risk-based, Tier I 
risk-based, and Tier I leverage ratios as set forth in the table below 
(on the following page). There are no conditions or events since that 
notification that management believes have changed the institution's 
category.
<TABLE>
	The Banks actual capital amounts and ratios as of December 31, 1998 and 
1997 are presented below:

     								                                                     
                                                         To be well
                         			             		 	            capitalized under
	 	                   For capital 		       	             prompt corrective
		  	                    Actual      adequacy purposes    action provisions     
                    Amount   	 Ratio    Amount  	   Ratio 	   Amount  	 Ratio  

As of December 31, 1998:

Total capital
(to risk-weighted 
<S>   <C>        <C>           <C>     <C>          <S><C>   <C>        <S><C>
assets)          $ 5,962,572   22.7%   $ 2,101,120  >8.0%    $2,626,400 >10.0%
Tier I capital
(to risk-weighted 
         assets)   5,634,272   21.5		    1,050,560  >4.0     1,575,840   >6.0
Tier I capital
(to average 
        assets)    5,634,272   13.9	     1,617,600  >4.0     2,022,000   >5.0

As of December 31, 1997:

Total capital
(to risk-weighted 
      assets)   $  6,575,334   22.5%   $ 2,336,204  >8.0%  $ 2,920,300  >10.0%
Tier I capital
(to risk-weighted 
        assets)    6,210,296   21.3		    1,168,120  >4.0     1,752,180   >6.0
Tier I capital
(to average
        assets)    6,210,296   15.2      1,633,240  >4.0     2,041,550   >5.0

</TABLE>
13. SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK


Most of the Bank's business activity is with customers located within 
Pointe Coupee Parish.  Investments in state and municipal securities 
involve governmental entities within the Bank's market area. As of 
December 31, 1998, the Bank's receivables from, guarantees of, and 
obligations from agriculture loans made to sugar cane, cotton, and 
wheat farmers were considered a concentration. These loans are generally 
secured by assets or farm crops, and a large majority of these loans 
are 90% guaranteed by the Farm Service Agency. The loans are expected 
to be repaid from cash flow or proceeds from the sale of crops. Loan 
losses arising from lending transactions with farmers compare favorably 
with the Bank's loan loss experience on its loan portfolio as a whole.

The distribution of commitments to extend credit approximates the 
distribution of loans outstanding. Commercial and standby letters of 
credit were granted primarily to commercial borrowers.

	The contractual amounts of credit-related financial instruments such as 
   commitments to extend credit, and letters of credit represent the amounts 
   of potential accounting loss should the contract be fully drawn upon, 
   the customer default, and the value of any existing collateral become 
   worthless.


14.		SUPPLEMENTAL EXPENSE ITEMS
<TABLE>
Supplemental expense items during the years ended December 31, 1998, 1997, 
and 1996 were as follows:


                               1998           1997            1996
<S>                     <C>   <C>      <C>   <C>       <C>   <C>
Director fees           $     60,000   $     64,600    $    	48,000
Professional fees       $     70,250   $     69,375    $    	69,387
</TABLE>

<TABLE>
15.	BANK ONLY FINANCIAL STATEMENTS:

                       	STATEMENTS OF FINANCIAL CONDITION
                           	DECEMBER 31, 1998 AND 1997

                                   	A S S E T S

                                        1998             1997         

<S>                             <C>    <C>             <C>
Cash and due from banks         $      1,691,500	$     2,265,075
Interest-bearing deposits 
in other banks                           394,000	        493,000
Federal funds sold                     4,025,000	        800,000
Securities available-for-sale          4,537,811	      7,194,159
Loans, less allowances for 
loan losses of $852,171
and $846,958 at December 31, 
1998 and 1997, respectively           28,269,513	     27,288,042
Accrued interest receivable              509,126	        537,746
Bank premises and equipment, net of
accumulated depreciation                 673,598	        685,100
Other assets                             271,443	         74,068

Total assets                     $    40,371,991 	$   39,337,190
</TABLE>
<TABLE>
15.		BANK ONLY FINANCIAL STATEMENTS (continued)



	L I A B I L I T I E S   A N D   S T O C K H O L D E R' S   E Q U I T Y

                                 1998        	    1997          

LIABILITIES
Deposits:
<S>                      <C>    <C>            <C>
Noninterest-bearing      $      7,064,431	$    6,329,221
Interest-bearing               26,188,540	    26,595,545
     Total deposits            33,252,971	    32,924,766

Due to parent company             600,000            -     
Other borrowed funds              628,000            -     
Accrued interest payable          100,369         95,895
Other liabilities                 115,247 	       84,717
Total liabilities              34,696,587	    33,105,378

COMMITMENTS AND CONTINGENCIES          -              -  

STOCKHOLDER'S EQUITY
Common stock; $2.50 par 
value; 1,000,000 shares
	Authorized; 309,677 
shares issued and outstanding     774,193        774,193
Capital surplus                 2,225,808      1,625,808
Retained earnings               2,634,271      3,810,295
Accumulated other 
comprehensive income               41,132	        21,516
Total stockholder's equity      5,675,404	     6,231,812

Total liabilities and 
stockholders equity      $     40,371,991	$  39,337,190
</TABLE>
<TABLE>
16.		PARENT ONLY FINANCIAL STATEMENTS


                           	STATEMENTS OF FINANCIAL CONDITION
                               DECEMBER 31, 1998 AND 1997

                                     	A S S E T S

                                        1998            1997
  <S>                            <C>    <C>       <C>     <C>
		Cash in subsidiary bank        $      96,458   	$       4,942
	Securities available-for-sale         547,231	             -  
			Accrued interest receivable           4,003	             -       
			Due from subsidiary bank            600,000	             -     
			Investment in subsidiary bank     5,675,404	       6,231,812
				Total assets                 $   6,923,096  	$    6,236,754
</TABLE>
<TABLE>
L I A B I L I T I E S  A N D  S T O C K H O L D E R S'  E Q U I T Y 

LIABILITIES

   <S>                        <C>     <C>               <S>
			Due to subsidiary bank     $       6,767	$           -	
			Other liabilities                    690	            - 
				Total liabilities                 7,457	            -

STOCKHOLDERS' EQUITY
Common stock; $2.50 par 
value; 1,000,000 shares
authorized; 309,677 
shares issued; and 308,577
<S>                                 <C>              <C>
shares outstanding                  774,193	         774,193
Capital surplus                   1,525,808	       1,525,808
Retained earnings                 4,588,482	       3,928,237
				Accumulated other 
        comprehensive income         40,156	          21,516
                                  6,928,639	       6,249,754
Less:  1,100 shares held in 
treasury - at cost            (      13,000)	  (      13,000)
	Total stockholders' 
             equity               6,915,639	       6,236,754

	Total liabilities and 
   stockholders equity         $ 6,923,096	 $     6,236,754
</TABLE>
<TABLE>
16.	PARENT ONLY FINANCIAL STATEMENTS (continued)


                                 	STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996


                                   1998         1997         1996          

INCOME
Dividends received from 
<S>                          <C> <C>          <C>          <C>
subsidiary                   $   1,473,394   	$ 208,000	   $  203,075
	Interest on 
   available-for-sale 
  securities                        32,175           -	           -
	Interest on loan to 
  subsidiary                        13,516	          -            -
                                 1,519,085	     208,000	      203,075

EXPENSES
Operating expenses                  20,528        3,743   	     2,198


Income before equity in
undistributed earnings
of subsidiary                    1,498,557      204,257       200,877

		Equity (deficit) in 
    Undistributed earnings
   of subsidiary            (      576,024)     709,829	      705,148

NET INCOME                         922,533      914,086	      906,025

OTHER COMPREHENSIVE INCOME
	Unrealized holding gains 
  (losses) arising during
		the period, net of taxes         21,145        11,888	  (     7,342)	
	Less: reclassification 
   adjustment for realized 
            gains            (      2,505)    	(    523)  (    23,558)
                                   18,640	       11,365	  (    30,900)
 
COMPREHENSIVE INCOME         $    941,173	    $ 925,451	  $   875,125
</TABLE>
<TABLE>
16.	PARENT ONLY FINANCIAL STATEMENTS (continued)


                                 	STATEMENTS OF CASH FLOWS
                    YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996


                                1998           1997          1996          

CASH FLOWS FROM 
   OPERATING ACTIVITIES
<S>                       <C>  <C>        <C>          <C>
Net income                $    922,533	   $  914,086   $  906,025
Adjustments to reconcile 
net income to net cash 
provided by operating 
activities: 
Increase in accrued 
  interest receivable     (      4,003)	          -           -     
				Increase in other 
        liabilities and due to
					   subsidiary               7,457	           -           -     
				Equity in undistributed 
      earnings of subsidiary   576,024	   (  709,829) (  705,148)
Net cash provided by 
operating activities         1,502,011       204,257     200,877


CASH FLOWS FROM INVESTING 
ACTIVITIES
Purchases of 
available-for-sale
<S>                       <C>                   <S>
securities                (5,085,242)           -            -
Proceeds from maturities 
of available-for-
				sale securities        4,537,035	           -            -
Advancement of funds to 
      subsidiary          (  600,000)           -            -
Net cash used in investing 
activities                (1,148,207) 	         -           -


CASH FLOWS FROM FINANCING 
ACTIVITIES
Dividends paid           (  262,288)  ( 	200,575)   (   200,575)
Net cash used in 
financing activities    (   262,288)  ( 	200,575)   (   200,575)

Net increase in cash         91,516	       3,682            302

Cash - beginning of year      4,942     	  1,260	           958

Cash - end of year      $    96,458    $   4,942  $       1,260

</TABLE>