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, 1999     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:   $7,440,863

     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, 308,977 shares outstanding as
of March 31, 2000.


<PAGE>


                      Documents Incorporated by Reference


        Document                                    Part of Form 10-K

"Consolidated Financial Statements for              Part I and Part II
   Years Ended December 31, 1999, 1998 and
   1997 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, 1999, $1,576,860 were on deposit representing 5.14%
of total deposits outstanding.  Of this total, $1,501,818
represented demand deposits and $75,042 were time deposits.  The
weighted average interest rate on these deposits was 4.47%.  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 a population 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,
1999 was Regions Bank of Alabama, New Roads Branch, which had in
excess of $40 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, 1999 and
Cottonport Bank, which opened a branch in 1998 with assets of
approximately $140 million on December 31, 1999. 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).


<PAGE>

    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.


<PAGE>

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


<TABLE>
<CAPTION>

                                                      (In Thousands)
                                             1999                          1998
                                            Amount                         Amount
                                 Average    Earned   Yield/     Average    Earned   Yield/
                                 Balance   or Paid    Rate      Balance    or Paid   Rate
Assets:                         -------   -------    ------    --------   -------   ------
------
<S>                            <C>        <C>        <C>       <C>        <C>        <C>
 Interest earning assets
 Loans and Leases              $ 30,891   $ 2,950    9.55%     $ 30,435   $3,006     9.88%
 Taxable securities               4,207       282    6.70%        5,114      313     6.12%
 Tax exempt securities
 (tax equivalent yields)            645        38    8.98%          759       46     9.00%
 Federal funds sold and
  time deposits with
  other banks                     2,363       118    4.99%        1,892      100     5.29%
                               ---------    -------  -----      -------   -------    -----
------
 Total interest
earning assets                 $ 38,106     3,388    8.89        38,200    3,465     9.07%
                               ---------    -------  -----      -------   -------    -----
------
Non-interest earnings assets:
 Cash and due from banks       $  1,554                           1,745
 Bank premises and equipment        650                             670
 Other assets                       862                             777
Allowance for Loan Losses          (828)                           (873)
                               ---------                         -------
    Total assets               $ 40,344                        $ 40,519
                               =========                         =======
LIABILITIES AND
 STOCKHOLDERS' EQUITY
Interest bearing Liabilities:
  Deposits
  Savings account              $  6,335       173    2.73%     $  5,930      162     2.73%
  NOW accounts                    2,826        95    3.36%        4,508      155     3.44%
 Money market
  investment accounts             1,012        22    2.34%        1,025       24     2.34%
  Other time deposits            16,176       773    4.78%       15,291      751     4.91%
Federal funds purchased
and securities sold under
agreements to repurchase             30         2    6.67%          300       18     6.00%
Other borrowed funds                468        27    5.77%          428       22     5.14%
                               ---------    ------   ------       ------    -----  -------

Total interest bearing
 Liabilities                   $ 26,847     1,092    4.07%       27,482    1,132     4.12%
                               ---------    ------               -------    ------
Non-interest
    bearing Liabilities
and stockholders' equity:
Demand deposits                $  7,282                           6,416
Other Liabilities                   383                             350
Stockholders' equity              5,832                           6,271
                               ---------                        -------
Total Liabilities and
stockholders' equity           $ 40,344                        $ 40,519
                               =========                         ======
Net interest income                       $ 2,296                         $2,333
                                           ======                         ======
Margin Analysis
Interest Income/earnings assets                      8.89%                           9.07%
Interest Expense/earnings assets                     4.07%                           4.12%
                                                     ------                          -----
Net interest income/earnings assets                  4.82%                           4.95%
                                                     ======                          =====

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                               1999 Compared with 1998         1998 Compared with 1997
                                     Variance due to                 Variance due to
                             ----------------------------- ---------------------------
                             Rate/                          Rate/
                            Volume  Rate  Volume   Total   Volume  Rate  Volume  Total
                            ------ ------ ------- ------   ------ ------ ------  ------
<S>                          <C>    <C>      <C>    <C>    <C>    <C>     <C>    <C>
INTEREST INCOME
 Loan and Leases             $ 45   (101)    (2)    (58)   $472   ($117)  ($21)  $334
 Taxable securities           (56)    30     (5)    (31)    162)     (7)     2   (167)
 Tax exempt securities
(tax equivalent yield)        (10)     -      -     (10)     --       1     --      1
Federal funds sold and time
deposits with other banks      25     (6)    (1)     18     (71)     (7)     3    (75)
                             -----  -----  -----   -----   ------  -----  -----  -----
Total interest
    earning assets              4    (77)    (8)    (81)    239    (130)   (16)    93

INTEREST EXPENSE
 Savings accounts              11     --     --      11      --       3     --      3
 NOW accounts                 (59)    (4)     1     (62)    (14)     (5)    --    (19)
 Money market
  investment accounts          (2)    --     --      (2)     (6)     (1)    --     (7)
Other time deposit             43    (20)    (1)     22     (36)     13     --    (23)
Federal funds purchased and
  securities sold under
  agreements to repurchase    (16)     2     (2)    (16)     17      --     --     17
  Other borrowed funds         --      3     --       3      --      22     22
                             -----  -----  ------  -----   ------  -----  -----   -----
Total interest bearing
        liabilities           (23)   (19)    (2)    (44)    (39)     10     22     (7)


Net interest income          $ 27    (58)    (6)    (37)   $278   ($140)  ($38)  $100
                             =====  ====== =====   =====   =====  ======= ====== =====

</TABLE>

<TABLE>

I.   Investment Portfolio


For year ended December 31, 1999

<CAPTION>

                            Govt.
                U.S.       Agency/                   Total          Fair
Year          Treasury       Mtg.        Munie       Costs          Value

<S>            <C>       <C>           <C>          <C>           <C>
Within
one year       $    -    $1,500,999    $ 35,475     $1,536,469    $1,517,238

After one
year but
within 5 yrs   $    -    $2,766,032    $ 92,847     $2,858,879    $2,792,038

After 5 yrs
but within
10 yrs                   $        -    $ 98,567     $   98,567    $   95,977

After 10 yrs             $  573,926    $400,910     $  974,836    $  957,160

Total          $    -    $4,840,952    $627,799     $5,468,751    $5,362,413

Avg.
Yield               -          5.85%       5.49%

% of
Portfolio           -         88.52%      11.48%

</TABLE>

<PAGE>


III. Loan Portfolio

    Major Classification of loans are summarized as follows:
                        (in thousands)


For year ended Dec. 31,                  1999          1998
Real Estate                             $5,502        $4,766
Commercial                              11,085         9,673
Agricultural                             6,442         7,619
Individual                               6,934         6,785
Other                                      589           279
                                        ------        ------
TOTAL LOANS:                            30,552        29,122
Less Unearned Discount                       -             -
                                        ------         ------
Net Loans                               30,552        29,122



               Loan Analysis of Principal Subject to Rate Change
                               December 31, 1999


                                     1 Year       Over 1 Year        Over 5
                                     or Less      Less than 5        Years

1.  Commercial, Financial,
    Agricultural, Real Estate,
    Consumer and Other           $16,663,607     $10,474,695     $3,097,922
    Non-Accrual                                                     315,579
    Average Rate                        9.23%           9.31%         9.33%


Non-performing Loans and Other Problem Assets

     It is management's 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, 1999 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.

                                     1999            1998

NON-ACCRUAL LOANS                  $315,579       $103,312
Restructured Loans                   89,282         89,582

Other Real Estate                   144,522        181,925
                                   --------        --------
   TOTAL NON-ACCRUAL & ORE         $549,383       $374,819
                                   ========        ========

<PAGE>

Loans Over 90-days past due and still accruing interest:

                                   1999            1998

Commercial                        $  117,467      $  -0-
Agriculture                              -0-         -0-
Student                               10,622       7,700
Consumer                                 -0-         -0-
Real Estate                          281,310
                                     -------      -------
 TOTAL OVER 90-DAYS              $   409,399       7,700
                                    ========      ========

       The effect of non-accruing loans on interest income for
1999 was $5,509. The effect of restructured loans on interest
income for 1999 was $1,340.

     At December 31, 1999, 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 theirprogress is reviewed monthly.

     At the present time, management does not track loan
concentrations by particularindustries, but rather by the
grouping of types of loan, i.e., Agriculture, Real Estate,
Consumer and Commercial. We attempt to avoid any undue
concentration in any particular sector.


IV.  Summary of Loan Loss Experience


     Changes in the allowance for loan losses were as follows:


                                   1999            1998

Balance, January 1,                852,171        846,958
Provision charged to Operations    (57,629)       (46,000)
Loans charged off                  (33,424)       (38,571)
Recoveries                          40,427         89,784
                                   --------       --------
Balance December 31,               801,545        852,171
                                   =======        =======

    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.


V.   Deposits

Deposits are summarized below:
                                                       December 31,
                                                  1999            1998

     Demand deposits accounts                $ 5,700,546    $ 6,967,973
     NOW accounts                              3,357,482      4,427,077
     Savings accounts                          6,021,428      6,313,596
     Time accounts                            15,582,544     15,447,867
                                             ------------    ------------
                                             $30,662,000    $33,156,513
                                             =============  =============

Included in deposits are approximately $4,383,000 and $4,266,000
of certificates of deposit in excess of $100,000 at December 31,
1999 and 1998, respectively.


<PAGE>

              Certificate of Deposit Maturity and Rate Analysis

As of December 31, 1999:

                         0-90          91-364         1 Year     Over
                         Days           Days          5 Years    5 Years

Total Certificates   $6,334,523      $7,654,791    $1,593,230    $  -0-
  of Deposit
Average Rate              4.71%           5.22%         5.27%      ---



ITEM 2:    Properties

     The main office of the Corporation and Bank are presently
located in a two-storyoffice 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, in1994 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, 1999.  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 1999.  There can be no assurance that the
limited inquiries adequately reflect the marketability of the
stock.

     In March 1999 Peoples Bancshares declared a special dividend
of $.50 per share to all stockholders of record as of March 31,
1999, totaling $154,289.   Additionally, In December of 1999,
Peoples Bancshares declared a dividend of $.35 per share to all
stockholders of record as of November 30, 1999, totaling
$108,142.

     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.


<PAGE>


ITEM 6:    Selected Financial Data

<TABLE>
<CAPTION>
                   Condensed Consolidated Statement of Income

For Year Ended Dec. 31,           1999         1998        1997          1996         1995

<S>                          <C>           <C>           <C>           <C>          <C>
Interest Income               3,387,916     3,465,179    3,371,808     3,268,130    3,211,553
Interest Expense              1,091,748     1,131,970    1,139,117     1,115,370    1,004,653

Net Interest Income           2,296,168     2,333,209    2,232,691     2,152,760    2,206,900
Credit (Provision
      for Loan Losses)           57,629        46,000         -0-         32,000       32,000

Other non-interest income
and expenses net             (1,049,184)   (1,004,289)    (853,166)     (836,731)    (846,548)

Income Tax
  (Expense) benefit            (416,321)     (452,387)    (465,439)     (442,004)    (469,001)

Net Income (Loss)               888,292       922,533      914,086       906,025      923,351

Per Share:
Net (Income)                      $2.88         $2.99        $2.96         $2.94        $2.99

   Cash Dividend               $262,430      $262,288     $200,575      $200,575     $154,289
  Book Value-End of Year          24.08         22.41        20.21         17.90        15.72

Selected Ratios
   Loans to Asset                 77.70         71.17        71.52         58.69        56.38
   Loans to Deposits              99.64         87.83        85.47         68.51        65.71
   Deposits to Assets             77.98         81.03        83.69         85.66        85.80
   Capital to Assets              18.92         16.90        15.85         14.02        13.86
   Capital to Deposits            24.27         20.85        18.95         16.36        16.16
   Return on Avg. Assets           2.26          2.27         2.32          2.34         2.64
   Return on Avg. Equity          12.31         14.70        15.82         17.42        20.77
   Dividend Payout Ratio            .30           .28          .22           .22          .17

</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
     ---------
          As a result of planning and preparation, the Y2K date
     changeover was met without any problems.  Costs directly
     attributable to Y2K Compliance was less than $7,000.


     Merger Discussions Terminated
     -----------------------------
          All merger discussions between Peoples Bancshares and
     Great Guaranty Bancshares ceased in the second quarter of
     1999.


<PAGE>


                               FINANCIAL REVIEW

Summary

     Bancshares consolidated net income for 1999 was $888,292.
This represents a Return on Average Assets of 2.26%, which we
believe is a good return.  This is in comparison to 2.27% for
1998 and 2.32% in 1997.

     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 1999, charge-offs were $33,424 as compared to $38,571 in
1998, while at the same time we reduced the reserve by $57,629
and recovered $40,427.  Provisions for 1998 were $-0- and
recoveries were $35,538


     The prospects for 2000 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 2000.

Other Income and Expenses
-------------------------

     Other Income, excluding loan related income, increased $
81,499 or 16.01% in 1999 as compared to 1998. The increase was
due to a difference in fee income and rental income.

     Other expenses, excluding interest expense increased by
$126,394 or 8.35% in 1999 as compared to 1998.  Salaries and
employee benefits increased $62,806 or 7.60%.


Income Taxes
------------

     Bancshares files a consolidated federal income tax return.
Deferred income taxes are provided 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, 1999 decreased $2,494,048
or 7.52% as compared to year end 1998.  Non-interest bearing
deposits increased $1,266,962 or 18.18% and interest bearing
deposits decreased $1,227,086 or 4.69%.  Total loans excluding
loan reserves increased $1,430,119 or 4.91% and cost of
investment securities increased $444,551 or 8.85%.  The increase
in loans was concentrated primarily in commercial and real estate
loans. The increase in loans along with the decrease in deposits
accounted for the decrease in the federal funds purchased.


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, Federal Home Loan Bank borrowings, 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.


<PAGE>

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.  Due to strong earnings from 1990 - 1999, and
large recoveries of charged-off loans, our capital ratio is at an
acceptable level.  As such, retained earnings should continue to
provide 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 2000 continue to be
encouraging.  Our capital base
continued to grow in 1999; our loan loss reserve is adequate; our
net income was extremely good with a Return on Average Assets of
2.26%; loan delinquencies continue to be manageable, although
there was an increase in delinquencies over 1998; 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 1999.  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             80      Direct        30,638      9.916

Stephen P. David                   42      Direct         4,122      1.334
President and CEO of Peoples               Indirect      19,577      6.336
Bancshares of Pointe Coupee and
Peoples Bank & Trust Company

Frank Ned Foti                     64      Direct        24,561      7.949

C. E. Hebert, III                  56      Direct         5,588      1.809

Junies W. Hurst                    88      Direct         3,888      1.258


<PAGE>

Clyde Walker Kimball          58         Direct             5,014      1.623

Camille N. Laborde            72         Direct             5,028      1.627

Norris A. Melancon, Jr.       72         Direct            20,491      6.632

Thomas W. Montgomery, III     60         Direct             3,588      1.161

Joseph Major Thibaut          46         Direct               600       .194
                                         Indirect           1,000       .324

Rodney Fontaine               48         Direct               500       .162
                                         Indirect            1,96       .634

Maurice Picard                52         Direct               400       .129
                                                            ------     ------

All Directors and Principal              Direct           104,418     33.795
Officers as a Unit (12 Persons)          Indirect          22,537      7.294




                     MANAGEMENT OF THE BANK AND BANCSHARES


Employees

 On December 31, 1999, there were twenty full time employees.
This includes the officers of the Corporation and Bank listed
below:


                               Officers


Name                          Age   Position Currently Held

Stephen P. David              42    President and CEO of Peoples Bancshares
                                    and Peoples Bank and Trust Company

Joyce A. York                 52    Vice President and Cashier of
                                    Peoples Bank

R. Blain Houston              27    Loan Officer of Peoples Bank

Robin Cashio                  49    Branch Manager of Peoples Bank

Kenneth R. Ramagos            44    Assistant Vice - President and
                                    Loan Officer of Peoples Bank

Melissa Laborde               36    Loan Review Officer of Peoples Bank

Mary Posey                    41    Loan Collections Officer

Annie LeBlanc                 66    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 42. 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.

<PAGE>

     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 $200,920,
     $190,732, and $181,400 excluding board fees, but including
     bonuses  in 1999, 1998, and 1997, 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 for 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
     1999.



          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 1999 totaled
     $16,201.  The accrued amount at year end totaled $591,712.

          The Bank has a deferred compensation plan available to
     its directors.  At present only two directors are
     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 1999.  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 1999, and a loan committee which met
     nineteen (19) times during the year.  The Board of Directors
     held no special meeting during 1999.  The Bank also has an
     audit committee and executive committee which did not meet
     during 1999.

            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 per meeting attended.


Item 12:  Security Ownership of Certain Beneficial Owners and Management

     As of March 31, 2000, Peoples Bancshares had authorized
1,000,000 shares of common stock and of this amount, 308,977
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, 2000 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 6.632%; Mr. Frank N. Foti with 24,561
shares representing 7.949%; Mr. J. Jeff David with 30,638 shares
representing 9.916% and William C. David* with 19,477 shares
representing 6.304%.

     *William C. David has granted a Proxy Authority to his brother,
     Stephen P. David.

<PAGE>

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.  Suchloans are made only with the approval of the Board of
      Directors.

          At no time in 1999 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 1999 and 1998 of $1,441,636 and $1,382,362
      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



<PAGE>


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:/s/ Joseph M. Thibaut, Sr.
                          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:



/s/ Joseph Jefferson David           /s/ Clyde Walker Kimball
Joseph Jefferson David               Clyde Walker Kimball
Director                             Director

/s/ Frank Ned Foti                   /s/ Camille N. LaBorde
Frank Ned Foti                       Camille N. LaBorde
Director                             Director


/s/ Norris A. Melancon, Jr.          /s/ C. E. Hebert, III
Norris A. Melancon, Jr.              C. E. Hebert, III
Director                             Director and Secretary


/s/ Stephen P. David                 /s/ Junies W. Hurst
Stephen P. David                     Junies W. Hurst
President/CEO and Director           Director


/s/ Thomas W. Montgomery, III        /s/ Joseph Major Thibaut
Thomas W. Montgomery, III            Joseph Major Thibaut
Director                             Director


/s/ Rodney G. Fontaine               /s/ Maurice Picard
Rodney G. Fontaine                   Maurice Picard
Director                             Director




<PAGE>



                      Peoples Bancshares of
                   Pointe Coupee Parish, Inc.
                          & Subsidiary



                            [LOGO]



                    1999 Financial Statements









<PAGE>





              PEOPLES BANCSHARES OF POINTE COUPEE
                  PARISH, INC. AND SUBSIDIARY

               CONSOLIDATED FINANCIAL STATEMENTS

                   DECEMBER 31, 1999 AND 1998



<PAGE>

                        C O N T E N T S
                        ---------------

                                                                   Page

Independent Auditors' Report                                          1
-----------------------------

Consolidated Financial Statements
---------------------------------
Consolidated statements of financial condition                    2 - 3

Consolidated statements of operations and comprehensive income    4 - 5

Consolidated statements of changes in stockholders' equity        6 - 7

Consolidated statements of cash flows                             8 - 9

Notes to Consolidated Financial Statements                       10 - 31
-------------------------------------------


<PAGE>


                  INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders
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, 1999 and 1998, 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, 1999.   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, 1999 and 1998, and the results of
their operations and their cash flows for each of the years
during the three year period ended December 31, 1999, in
conformity with generally accepted accounting principles.


Postlehwaite & Netterville



Baton Rouge, Louisiana
January 21, 2000


<PAGE>

<TABLE>

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

          CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                      DECEMBER 31, 1999 AND 1998

                                A S S E T S


                                                               1999              1998
                                                           -------------     -------------

 <S>                                                       <C>               <C>
 Cash and due from banks                                   $    738,632      $  1,691,500

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

 Federal funds sold                                           1,625,000         4,025,000

 Securities available-for-sale                                5,362,413         5,085,042

 Loans, less allowances for loan losses of $801,545
 and $852,171 at December 31, 1999 and 1998,
 respectively                                                29,750,258        28,269,513

 Accrued interest receivable                                    564,920           513,129

 Bank premises and equipment, net of
 accumulated depreciation                                       626,639           673,598

 Foreclosed real estate                                         144,522           176,925

 Other assets                                                   116,297            87,751
                                                           -------------     -------------
 TOTAL ASSETS                                              $ 39,322,681      $ 40,916,458
                                                           =============     ==============



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

</TABLE>

<PAGE>

<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

<CAPTION>

                                                                          1999               1998

 <S>                                                                  <C>                <C>
 LIABILITIES
 Deposits:
 Noninterest-bearing                                                  $  5,701,011       $  6,967,973
 Interest-bearing                                                       24,961,454         26,188,540
                                                                      -------------      -------------
 Total deposits                                                         30,662,465         33,156,513

 Other borrowed funds                                                    1,000,000            628,000
 Accrued interest payable                                                  114,376            100,369
 Other liabilities                                                         105,442            115,937
                                                                      -------------      -------------
 Total liabilities                                                      31,882,283         34,000,819
                                                                      -------------      -------------

 COMMITMENTS AND CONTINGENCIES                                                   -                  -

 STOCKHOLDERS' EQUITY
 Common stock; $2.50 par value; 1,000,000 shares authorized;
 309,677 shares issued; and 308,977 and 308,577 shares
 Outstanding at December 31, 1999 and 1998, respectively                   774,193            774,193
 Capital surplus                                                         1,530,320          1,525,808
 Retained earnings                                                       5,214,344          4,588,482
 Accumulated other comprehensive income                                    (70,183)            40,156
                                                                      -------------      -------------
                                                                         7,448,674          6,928,639
 Less: 700 shares and 1,100 shares held in treasury at
 December 31, 1999 and 1998, respectively - at cost
                                                                            (8,276)           (13,000)
                                                                      -------------      -------------
 Total stockholders' equity                                              7,440,398          6,915,639
                                                                      -------------      -------------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $ 39,322,681       $ 40,916,458
                                                                      =============      =============
</TABLE>

<PAGE>

<TABLE>

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

      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
               YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997


<CAPTION>
                                                            1999              1998               1997
                                                        -------------     -------------      --------------
 <S>                                                    <C>               <C>                <C>
 INTEREST INCOME
 Interest on loans                                      $  2,949,718      $  3,006,132       $   2,671,661
 Interest on available-for-sale securities                   319,632           358,338             525,504
 Interest on federal funds sold                               98,125            76,353             128,333
 Interest on deposits in other banks                          20,441            24,356              46,310
                                                        -------------     -------------      --------------
 Total interest income                                     3,387,916         3,465,179           3,371,808
                                                        -------------     -------------      --------------

 INTEREST EXPENSE
 Interest on deposits                                      1,062,992         1,092,939           1,138,820
 Interest on federal funds purchased                           1,863            18,085                 297
 Interest on other borrowed funds                             26,893            20,946                   -
                                                        -------------     -------------      --------------
                                                           1,091,748         1,131,970           1,139,117
                                                        -------------     -------------      --------------
 NET INTEREST INCOME                                       2,296,168         2,333,209           2,232,691

 Provision (credit) for loan losses                          (57,629)          (46,000)                  -
                                                        -------------     -------------      --------------

 NET INTEREST INCOME AFTER
 PROVISION (CREDIT) FOR
 LOAN LOSSES                                               2,353,797         2,379,209           2,232,691
                                                        -------------     -------------      --------------
 NON-INTEREST INCOME
 Service charges on deposit accounts                         136,122           122,414             125,120
 Other service charges and fees                              364,313           321,839             315,775
 Net realized gains on sales of
 available-for-sale securities                                 8,587             2,505              14,973
 Other income                                                 81,468            62,233             168,152
                                                        -------------     -------------      --------------
 Total other income                                          590,490           508,991             624,020
                                                        -------------     -------------      --------------

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

</TABLE>

<PAGE>

<TABLE>

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

   CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<CAPTION>

                                                                         1999             1998              1997
                                                                      ----------      ------------       ----------
 <S>                                                                 <C>             <C>               <C>
 NON-INTEREST EXPENSES
 Salaries and employee benefits                                      $  889,118      $   826,312       $   846,795
 Occupancy expenses                                                     166,605          160,318           148,939
 Data processing expenses                                               104,024          107,173            72,783
 Deposit insurance premiums                                              17,621           17,022            14,787
 Other operating expenses                                               462,306          402,455           393,882
 Total other expenses                                                 1,639,674        1,513,280         1,477,186
                                                                      ----------      ------------       ----------

 INCOME BEFORE INCOME
 TAX EXPENSE                                                          1,304,613        1,374,920         1,379,525

 Income tax expense                                                     416,321          452,387           465,439
                                                                      ----------      ------------       ----------

 NET INCOME                                                             888,292          922,533           914,086

 OTHER COMPREHENSIVE INCOME
 Unrealized holding gains (losses) arising during
 the period, net of taxes                                               (101,752)          21,145           11,888
 Less: reclassification adjustment for realized gains                     (8,587)          (2,505)            (523)
                                                                     -----------      ------------     -----------
                                                                       (110,339)          18,640            11,365
                                                                     -----------      ------------     ------------
 COMPREHENSIVE INCOME                                                $  777,953       $  941,173       $   925,451
                                                                     ============     ============     ============
 Per common share data:

 Net income                                                          $     2.88       $     2.99       $      2.96
                                                                     ============     ============     ============
 Cash dividends                                                      $     0.85       $     0.85       $      0.65
                                                                     ============     ============     ============
 Average number of shares outstanding                                   308,777          308,577           308,577
                                                                     ============     ============     ============

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

</TABLE>

<PAGE>

<TABLE>

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

            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<CAPTION>

                                                             Common Stock
                                                       --------------------------        Capital
                                                          Shares        Amount           Surplus
                                                       -----------    -----------     ------------
 <S>                                                     <C>          <C>             <C>
 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 dividends 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

 Net income                                                    -               -                -

 Net change in unrealized gain (loss)
 on available-for-sale securities,
 net of deferred income taxes of $56,841                       -               -                -

 Sale of 400 shares of common
     stock held in the treasury                                -               -            4,512

 Cash dividends paid                                           -               -                -
                                                        ---------     -----------     ------------
 Balance at December 31, 1999                            309,677      $  774,193      $ 1,530,320
                                                        =========     ===========     ============


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

</TABLE>

<PAGE>

<TABLE>

<CAPTION>
                                                       Accumulated
                                                         Other                                         Total
                                    Retained          Comprehensive        Treasury  Stock          Stockholders'
                                    Earnings            Income           Shares        Amount         Equity
                                   -------------     -----------        --------     ----------     ------------
<S>                                <C>               <C>                 <C>         <C>           <C>
Balance at December 31, 1996       $  4,189,726      $   10,151          1,100       $ (13,000)    $  5,511,878

Net income                              914,086               -              -               -          914,086

Net change in unrealized gain
(loss) on available-for-sale
securities, net of deferred
income taxes of $5,854                        -          11,365              -               -           11,365

Cash dividends paid                    (200,575)              -              -               -         (200,575)

Board designated transfer from
retained earnings to capital
surplus                                (975,000)              -              -               -                -
                                   -------------     -----------        --------     ----------     ------------
Balance at December 31, 1997          3,928,237          21,516          1,100         (13,000)       6,236,754

Net income                              922,533               -              -               -          922,533

Net change in unrealized gain
(loss) on available-for-sale
securities, net of deferred
income taxes of $9,602                        -          18,640              -               -           18,640

Cash dividends paid                    (262,288)              -              -               -         (262,288)
                                   -------------     -----------        --------     ----------     ------------
Balance at December 31, 1998          4,588,482          40,156          1,100         (13,000)       6,915,639

Net income                              888,292               -              -               -          888,292

Net change in unrealized gain
(loss) on available-for-sale
securities, net of deferred
income taxes of $56,841                       -        (110,339)             -               -         (110,339)

Sale of 400 shares of common
stock held in the treasury                    -               -           (400)          4,724            9,236

Cash dividends paid                    (262,430)              -              -               -         (262,430)
                                   -------------     -----------        --------     ----------     ------------
Balance at December 31, 1999       $  5,214,344      $  (70,183)           700       $  (8,276)    $  7,440,398
                                   =============     ===========        =========    ===========   =============
</TABLE>

<PAGE>

<TABLE>

                 PEOPLES BANCSHARES OF POINTE COUPEE PARISH, INC. AND SUBSIDIARY
                                       NEW ROADS, LOUISIANA
                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                           YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<CAPTION>

                                                             1999           1998             1997
                                                          ------------   ------------    ------------
 <S>                                                      <C>            <C>             <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                               $   888,292    $   922,533     $   914,086
 Adjustments to reconcile net income to net cash
 provided by operating activities:
 Gain on sales of other real estate                            (9,297)        (2,950)           (823)
 Loss (gain) on sales of other assets                             526          3,760        (119,980)
 Net realized gains from sales and maturities
 of available-for-sale securities                              (8,587)        (2,505)        (14,973)
 Net accretion of investment security discounts/
 amortization of investment security premiums                   6,815         12,270           3,262
 Provision (credit) for loan losses                           (57,629)       (46,000)              -
 Provision for foreclosed real estate                           4,500              -               -
 Depreciation                                                  62,200         60,714          55,718
 Net changes in operating assets and liabilities:
 Accrued interest receivable                                  (51,791)        24,617          19,012
 Other assets                                                  28,296        (44,204)          9,585
 Accrued interest payable                                      14,007          4,474           2,485
 Other liabilities                                            (10,495)        31,220          39,877
                                                          ------------   ------------    ------------
    Net cash provided by operating activities                 866,837        963,929         908,249
                                                          ------------   ------------    ------------
 CASH FLOWS FROM INVESTING ACTIVITIES
 Proceeds from sales and maturities of
 available-for-sale securities                              2,282,152      6,139,493       6,740,227
 Purchases of available-for-sale securities                (2,724,932)    (4,011,896)     (4,546,187)
 Net decrease in interest-bearing deposits in
 other banks                                                        -         99,000         590,000
 Net decrease (increase) in federal funds sold              2,400,000     (3,225,000)      2,950,000
 Net increase in loans                                     (1,447,140)    (1,122,940)     (5,101,067)
 Proceeds from sales of other assets                            4,968         12,650         131,382
 Proceeds from sales of other real estate owned                56,450         18,000          10,000
 Proceeds from sales of bank premises and equipment                 -              -             300
 Purchases of bank premises and equipment                     (15,961)       (49,212)        (73,569)
                                                          ------------   ------------    ------------
    Net cash provided by (used in) investing activities       555,537     (2,139,905)        701,086
                                                          ------------   ------------    ------------

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

</TABLE>

<PAGE>

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

                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<CAPTION>

                                                                     1999              1998                1997
                                                                   ------------    -------------        -------------
  <S>                                                             <C>              <C>                  <C>
  CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease ) in noninterest-bearing demand
  deposit accounts, savings accounts, and NOW accounts            $ (2,628,725)    $    498,561         $    131,840
  Net increase (decrease) in time deposits                             134,677         (261,872)            (973,601)
  Net increase in other borrowed funds                                 372,000          628,000                    -
  Proceeds from sales of treasury stock                                  9,236                -                    -
  Dividends paid                                                      (262,430)        (262,288)            (200,575)
                                                                   ------------    -------------        -------------
  Net cash provided by (used in) financing activities               (2,375,242)         602,401           (1,042,336)
                                                                   ------------    -------------        -------------

  Net increase (decrease) in cash and due from banks                  (952,868)        (573,575)             566,999

  Cash and due from banks - beginning of year                        1,691,500        2,265,075            1,698,076
                                                                   ------------    -------------        -------------
  Cash and due from banks - end of year                           $    738,632     $  1,691,500         $  2,265,075
                                                                  =============    =============        =============
  Supplemental disclosures of cash flow information

  Cash paid for interest                                          $  1,077,741     $  1,127,496         $  1,136,632
                                                                  =============    =============        =============
  Cash paid for income taxes                                      $    398,793     $    468,120         $    424,671
                                                                  =============    =============        =============


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

</TABLE>

<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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 those 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  Bank's 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.


<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Use of estimates (continued)

    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  as
    available-for-sale securities and 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 investment securities are  classified  as
    non-interest   income  and  reported  as  a  reclassification
    adjustment in other comprehensive income.

    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.


<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    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  Statement of Financial  Accounting  Standards
    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.


<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    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."

    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.

      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.

<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Fair values of financial instruments (continued)

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

    Reclassification

    Certain  amounts in the 1998 and 1997 consolidated  financial
    statements  have  been  reclassified  to  conform  with   the
    current year presentation.

<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



2.  INVESTMENT SECURITIES

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

<TABLE>
<CAPTION>

                                                   December 31, 1999

                                                     Gross         Gross
                                     Amortized     Unrealized    Unrealized        Fair
                                       Cost           Gains        Losses          Value
                                  -------------   ---------      ----------
  <S>                             <C>             <C>            <C>            <C>
  U.S. Treasury securities and
    obligations of other
    governmental entities         $   3,964,294   $   1,278      $  84,904      $ 3,880,668
  Mortgage-backed securities          1,126,057          23         22,735        1,103,345
  Other                                 378,400           -              -          378,400
                                  -------------   ---------      ----------
                                  $   5,468,751   $   1,301      $ 107,639      $ 5,362,413
                                  =============   =========      ==========

<CAPTION>

                                                   December 31, 1998

                                                    Gross          Gross
                                     Amortized   Unrealized      Unrealized          Fair
                                        Cost        Gains         Losses            Value
                                  -------------   ---------      ----------
  <S>                             <C>             <C>            <C>            <C>
  U.S. Treasury securities and
    obligations of other
    governmental  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>

  Realized  gains  on  sales of securities  during
  the  years  ended December 31, 1999,  1998,  and
  1997 were as follows:


                                     1999        1998        1997
  U.S. Treasury securities and
    obligations of other
    governmental entities          $   8,587    $   2,505   $  7,582
  Mortgage-backed securities               -            -      7,391
                                   ---------    ---------   ---------
                                   $   8,587    $   2,505   $ 14,973
                                   =========    ==========  =========
<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



2.  INVESTMENT SECURITIES (continued)

  The  amortized costs and estimated market values of debt  securities
  at  December  31,  1999, 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.

                                      Amortized          Fair
                                         Cost           Value
                                      ----------      -----------
       Within one year                $1,536,469      $ 1,517,239
       Greater than one but within
         five years                    2,858,880        2,792,037
       Greater than five but within
         ten years                        98,566           95,977
       Greater than ten years            974,836          957,160
                                      ----------      -----------
                                      $5,468,751      $ 5,362,413
                                      ==========      ===========

  Investment   securities  with  carrying  values   of   approximately
  $2,250,860   and   $2,110,000  at  December  31,  1999   and   1998,
  respectively, were pledged to secure public deposits and  for  other
  purposes as required or permitted by law.


3.  LOANS

  The  components of loans in the consolidated statements of financial
  condition were as follows:

                                        1999             1998
                                  (in thousands)     (in thousands)
                                      ---------        ----------
   Agricultural loans                 $  6,442         $   7,619
   Commercial loans                     11,085             9,673
   Real estate loans                     5,502             4,766
   Consumer loans                        6,934             6,785
   Other                                   589               279
                                      ---------        ----------
                                        30,552            29,122
   Less: allowance for loan losses     (   802)         (    852)
                                      ---------        ----------
        Loans, net                    $ 29,750         $  28,270
                                      =========        ==========

<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




3.  LOANS (continued)

  Changes  in  the  allowance for loan losses during the  years  ended
  December 31, 1999, 1998, and 1997 were as follows:


                                      1999          1998          1997
                                 ----------     ----------    -----------
Balance - beginning of year      $  852,171     $  846,958    $  920,601
Provision credited to operations  (  57,629)     (  46,000)            -
Loans charged-off                 (  33,424)     (  38,571)    ( 109,181)
Recoveries                           40,427         89,784        35,538
                                 ----------     ----------    -----------
Balance - end of year            $  801,545     $  852,171    $  846,958
                                 ==========     ==========    ===========

  Impairment  of  loans  having recorded investments  of  $404,860  at
  December  31,  1999,  and $192,894 at December 31,  1998,  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  1999  and  1998  was
  approximately  $205,570  and  $320,000,  respectively.   The   total
  allowances  for  loan losses related to these loans was  $22,500  at
  both December 31, 1999 and 1998.

  Interest  income  on impaired loans, which is recognized  when  cash
  payments  are received, totalled approximately  $7,000, $8,000,  and
  $10,000  during the years ended December 31, 1999, 1998,  and  1997,
  respectively.

  The  Bank  transferred approximately $24,024 and  $187,468  of  real
  estate  acquired in settlements of loans to other real estate  owned
  and  other assets during the years ended December 31, 1999 and 1998,
  respectively.

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


<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



4.  BANK PREMISES AND EQUIPMENT

  Major  classifications of bank premises and equipment are summarized
  as follows:

                                          1999           1998

     Land                             $   100,081     $   100,081
     Buildings and improvements           883,473         876,819
     Equipment                            509,233         513,844
                                      ------------    ------------
                                        1,492,787       1,490,744
     Less:  accumulated depreciation   (  866,148)     (  817,146)
                                      ------------    ------------
                                      $   626,639     $   673,598
                                      ============    ============

  Depreciation  expense  amounted  to $62,200,  $60,714,  and  $55,718
  during   the  years  ended  December  31,  1999,  1998,  and   1997,
  respectively.


5. DEPOSITS

  Deposits are summarized below:
                                      1999           1998
                                  ------------   ------------
     Demand deposit accounts      $ 5,701,011    $ 6,967,973
     NOW accounts                   3,357,017      4,427,077
     Savings accounts               6,021,428      6,313,596
     Time accounts                 15,582,544     15,447,867
                                  ------------   ------------
                                  $30,662,000    $33,156,513
                                  ============   ============

  At  December  31, 1999, the scheduled maturities of all  outstanding
  certificates of deposit were as follows:

           During the
          year ending
          December 31,                Amount
                                   -----------
              2000                 $13,989,313
              2001                   1,053,796
              2002                     380,793
              2003                     158,642
                                   ------------
                                   $15,582,544
                                   ============


<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



5.  DEPOSITS (continued)

  Included in deposits are approximately $4,383,000 and $4,266,000  of
  certificates of deposit in excess of $100,000 at December  31,  1999
  and  1998,  respectively.  Interest expense  on  such  deposits  was
  approximately  $239,627,  $198,000, and $200,000  during  the  years
  ended December 31, 1999, 1998, and 1997, respectively.


6.  OTHER BORROWED FUNDS

  The   Bank   has  established  a  line-of-credit  for  approximately
  $4,250,000  with  the Federal Home Loan Bank (FHLB)  to  provide  an
  additional source of operating capital. The current advances,  which
  totalled  $1,000,000 and $628,000 at December  31,  1999  and  1998,
  respectively,  bore interest at 6.000% and 5.275%  at  December  31,
  1999 and 1998, respectively.

  This  line of credit is secured by $378,400 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, 1999, 1998, and 1997 were as follows:

<TABLE>
<CAPTION>

                                             1999                           1998                      1997
                                  ------------------------     ------------------------    -------------------------
                                    Amount            %            Amount         %         Amount            %
                                  -----------     --------     -------------    -------    ------------     --------
   <S>                            <C>             <C>          <C>              <C>        <C>              <C>
   Income before income
     tax  expense                 $1,304,613       100.0%      $ 1,374,920      100.0%     $ 1,379,525       100.0%
                                  ===========     ========     ============     =======    ============     ========
   Income tax expense at
     statutory  rate              $  443,568        34.0%      $   467,473       34.0%     $   469,039        34.0%
   Tax-exempt interest income
      and nondeductible
      interest cost                   (9,220)     (  0.7  )        (29,348)     ( 2.1 )        (12,077)     (  0.9 )
   Other                             (18,027)     (  1.4  )         14,262        1.0            8,477         0.6
                                  -----------     --------     -------------    -------    ------------     --------
                                  $  416,321        31.9%      $   452,387       32.9%     $   465,439        33.7%
                                  ===========     ========     ============     =======    ============     ========

</TABLE>

<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



7. INCOME TAXES (continued)

  The  components  of  income  tax  expense  during  the  years  ended
  December 31, 1999, 1998, and 1997 were as follows:


                                          1999         1998          1997
                                       ----------    ---------    ---------
   Current tax expense                 $  384,604    $ 449,201    $ 470,991
   Deferred  tax expense (benefit)         31,717        3,186       (5,552)
                                       ----------    ---------    ----------
                                       $  416,321    $ 452,387    $ 465,439
                                       ==========    =========    ==========

  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, 1999 and 1998:

                                                         1999         1998
                                                    ------------   ----------
     Depreciation                                   ($  129,370)   ($137,708)
     Stock dividends                                (     8,974)          -
     Unrealized gains on securities                           -    (  20,686)
                                                    ------------   ----------
     Gross deferred tax liability                   (   138,344)   ( 158,394)
                                                    ------------   ----------
     Reserve for loan losses                             77,901      124,123
     Write-downs of foreclosed property                  20,793       13,290
     Unrealized losses on securities                     36,155            -
     Deferred compensation                               27,510       19,872
                                                    ------------   ----------
     Gross deferred tax assets                          162,359      157,285
     Less:  deferred tax asset valuation allowance            -            -
                                                    ------------   ----------
         Net deferred tax asset (liability)          $   24,015    ($  1,109)
                                                    ============   ===========

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
  $16,200,  $13,300, and $13,800 during the years ended  December  31,
  1999, 1998, and 1997, respectively.


<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



8. EMPLOYEE BENEFITS (continued)

  The  Bank  maintains a deferred compensation agreement with  several
  directors.  Upon  retirement, the Bank will pay the directors  their
  deferred  compensation  plus interest. The Bank  is  the  owner  and
  beneficiary  of  several insurance policies covering  the  lives  of
  these directors.

  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,
    1999,   unfunded   loan   commitments   totalled   approximately
    $3,400,000.

<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




9. FINANCIAL INSTRUMENTS (continued)

  Commitments to Extend Credit (continued)

    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, 1999,
    commitments   under   standby   letters   of   credit   totalled
    approximately  $332,000.  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 1999,  1998,  or
    1997.


  The  estimated fair values of Bancshares's financial instruments  at
  December 31, 1999 and 1998 were as follows (in thousands):

<TABLE>
<CAPTION>

                                                  1999                     1998
                                         ------------------          ----------------------
                                          Carrying    Fair           Carrying       Fair
                                          Amount     Value            Amount        Value
                                         --------  --------           ---------   ---------
<S>                                      <C>       <C>                <C>         <C>
Financial assets:
   Cash and due from banks, interest
      bearing deposits in other banks,
      and federal funds sold             $  2,758  $  2,758           $  6,111    $  6,111
   Securities available-for-sale            5,362     5,362              5,085       5,085
   Loans receivable (net)                  29,750    29,650             28,270      28,283
   Accrued interest receivable                565       565                513         513

Financial liabilities:
   Deposit liabilities                     30,662    30,597             33,157      33,234
   Other borrowed funds                     1,000     1,000                628         628
   Accrued interest payable                   114       114                100         100


</TABLE>


<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



10. RELATED PARTY TRANSACTIONS

  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 1999, 1998,  and  1997  with
  respect  to  loans  to officers and directors  of  the  Bank  is  as
  follows:

                                      1999          1998           1997
                                   -----------   -----------   -----------
     Balance - beginning of year   $1,382,362    $1,213,533    $  915,967
       Additions                    1,705,025       897,008       869,256
       Payments                    (1,645,751)     (728,179)     (571,690)
                                   -----------   -----------   -----------
     Balance - end of year         $1,441,636    $1,382,362    $1,213,533
                                   ===========   ===========   ===========

  Included  in  deposits are deposits from directors, officers,  their
  immediate  families, and related companies. These accounts  totalled
  approximately  $1,262,252 and $1,809,000 at December  31,  1999  and
  1998, respectively.


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,  1999,
  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, 1999,  that  the
  Bank  meets  all  capital  adequacy  requirements  to  which  it  is
  subject.

<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




12.  REGULATORY MATTERS (continued)

  The  most  recent  notification from the Federal  Deposit  Insurance
  Corporation (as of December 31, 1998) 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.

  The Bank's actual capital amounts and ratios as of December 31, 1999
  and 1998 are presented below:

<TABLE>
<CAPTION>

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

  <S>                             <C>              <C>       <C>            <C>          <C>              <C>
  As of December 31, 1999:
   Total capital
     (to risk-weighted assets)    $  5,497,335     21.1%     $2,082,080     >/=8.0%      $ 2,602,600      >/=10.0%
   Tier I capital
     (to risk-weighted assets)       5,167,672     19.9%      1,041,040     >/=4.0%        1,561,560      >/=6.0%
   Tier I capital
     (to average assets)             5,167,672     12.7%      1,632,120     >/=4.0%        2,040,150      >/=5.0%


  As of December 31, 1998:
   Total capital
     (to risk-weighted assets)    $  5,962,572     23.0%     $2,072,880      >/=8.0%    $ 2,626,400       >/=10.0%
   Tier I capital
    (to risk-weighted assets)        5,634,272     21.7%      1,036,440     >/=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%

</TABLE>

<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




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,  1999,  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

  Supplemental  expense  items during the  years  ended  December  31,
  1999, 1998, and 1997 were as follows:


                                1999       1998         1997
                             ---------   --------     ---------
     Director fees           $ 79,350    $ 60,000     $ 64,600
                             =========   ========     =========
     Professional fees       $ 76,750    $ 70,250     $ 69,375
                             =========   ========     =========


<PAGE>

15.  BANK ONLY FINANCIAL STATEMENTS

<TABLE>

                       STATEMENTS OF FINANCIAL CONDITION
                           DECEMBER 31, 1999 AND 1998

<CAPTION>
                                              ASSETS

                                                                               1999             1998

                                                                           ------------     ------------
   <S>                                                                     <C>              <C>
   Cash and due from banks                                                 $   738,632      $ 1,691,500
   Interest bearing deposits in other banks                                    394,000          394,000
   Federal funds sold                                                        1,625,000        4,025,000
   Securities available-for-sale                                             4,908,211        4,537,811
   Loans, less allowances for loan losses of $801,545 and $852,171
     at December 31, 1999 and 1998, respectively                            29,750,258       28,269,513
   Bank premises and equipment, net                                            626,639          673,598
   Accrued interest receivable                                                 561,379          509,126
   Foreclosed real estate                                                      144,522          176,925
   Other assets                                                                114,348           94,518
                                                                           ------------     ------------
   Total assets                                                            $38,862,989      $40,371,991
                                                                           ============     ============
                           LIABILITIES AND STOCKHOLDER'S EQUITY

   Liabilities:
   Deposits
   Noninterest-bearing                                                     $ 7,579,135      $ 7,064,431
   Interest-bearing                                                         24,961,454       26,188,540
                                                                           ------------     ------------
   Total deposits                                                           32,540,589       33,252,971

   Due to parent company                                                             -          600,000
   Other borrowed funds                                                      1,000,000          628,000
   Accrued interest payable                                                    114,376          100,369
   Other liabilities                                                           105,442          115,247
                                                                           ------------     ------------
   Total liabilities                                                        33,760,407       34,696,587
                                                                           ------------     ------------
   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        2,225,808
   Retained earnings                                                         2,167,671        2,634,271
   Accumulated other comprehensive income                                      (65,090)          41,132
                                                                           ------------     ------------
   Total stockholder's equity                                                5,102,582        5,675,404
                                                                           ------------     ------------
   Total liabilities and stockholder's equity                              $38,862,989      $40,371,991
                                                                           ============     ============
</TABLE>


<PAGE>

15. BANK ONLY FINANCIAL STATEMENTS

<TABLE>

                              STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<CAPTION>

                                                          1999             1998            1997
    <S>                                                <C>              <C>             <C>
    INTEREST INCOME
    Interest on loans                                  $2,949,718       $3,006,132      $2,671,661
    Interest on available-for-sale securities             293,416          326,163         525,504
    Interest on federal funds sold                         98,125           76,353         128,333
    Interest on deposits in other banks                    20,441           24,356          46,310
                                                       -----------      -----------     -----------
    Total interest income                               3,361,700        3,433,004       3,371,808
                                                       -----------      -----------     -----------

    INTEREST EXPENSE
    Interest on deposits                                1,062,992        1,092,939       1,138,820
    Other borrowed funds                                   26,893           20,946               -
    Loan from parent company                               15,107           13,516               -
    Interest on federal funds purchased                     1,863           18,085             297
                                                       -----------      -----------     -----------
    Total interest expense                              1,106,855        1,145,486       1,139,117
                                                       -----------      -----------     -----------

    NET INTEREST INCOME                                 2,254,845        2,287,518       2,232,691
    Provision (credit) for loan losses                    (57,629)         (46,000)               -
                                                       -----------      -----------     -----------

    NET INTEREST INCOME AFTER
    PROVISION (CREDIT) FOR
    LOAN LOSSES                                         2,312,474        2,333,518       2,232,691
                                                       -----------      -----------     -----------

    NONINTEREST INCOME
    Service charges on deposit accounts                   136,122          122,414         125,120
    Other service charges and fees                        364,313          321,839         315,775
    Net realized gains on sales of
    available-for-sale securities                           8,587            2,505          14,973
    Other income                                           81,468           62,233         168,152
                                                       -----------      -----------     -----------
                                                          590,490          508,991         624,020
                                                       -----------      -----------     -----------

</TABLE>

<PAGE>

15. BANK ONLY FINANCIAL STATEMENTS

<TABLE>


                          STATEMENTS OF FINANCIAL OPERATIONS
                     YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<CAPTION>
                                                       1999             1998               1997
                                                    -----------      -----------        -----------
    <S>                                             <C>              <C>                <C>
    NONINTEREST EXPENSES
    Salaries and employee benefits                  $  889,118       $  826,312         $  846,795
    Occupancy expenses                                 166,605          160,318            148,939
    Data processing expenses                           104,024          107,173             72,783
    Deposit insurance premiums                          17,621           17,022             14,787
    Other operating expenses                           414,549          389,888            390,139
                                                    -----------      -----------        -----------
                                                     1,591,917        1,500,713          1,473,443
                                                    -----------      -----------        -----------
    INCOME BEFORE INCOME
    TAX EXPENSE                                      1,311,047        1,341,796          1,383,268


    Income tax expense                                 423,607          444,426            465,439
                                                    -----------      -----------        -----------

    NET INCOME                                         887,440          897,370            917,829


    OTHER COMPREHENSIVE INCOME
    Unrealized holding gains (losses)
       arising during the period, net of taxes         (97,635)          22,121                  -
    Less: reclassification adjustment for
    realized gains                                      (8,587)          (2,505)           (14,973)
                                                    -----------      -----------        -----------
                                                      (106,222)          19,616            (14,973)
                                                    -----------      -----------        -----------

    COMPREHENSIVE INCOME                            $  781,218       $  916,986         $  902,856
                                                    ==========       ===========        ===========

</TABLE>

<PAGE>

16. PARENT ONLY FINANCIAL STATEMENTS

<TABLE>


                       STATEMENTS OF FINANCIAL CONDITION
                          DECEMBER 31, 1999 AND 1998

                                       ASSETS

<CAPTION>

                                                                        1999            1998
                                                                      ----------      ----------
    <S>                                                               <C>             <C>
    Cash in subsidiary bank                                           $1,878,124      $   96,458
    Securities available-for-sale                                        454,202         547,231
    Accrued interest receivable                                            3,541           4,003
    Due from subsidiary bank                                                   -         600,000
    Other assets                                                           2,624             503
    Investment in subsidiary bank                                      5,102,582       5,675,404
                                                                      ----------      ----------
       Total assets                                                   $7,441,073      $6,923,599
                                                                      ==========      ==========

                          LIABILITIES AND STOCKHOLDERS' EQUITY

    LIABILITIES
    Due to subsidiary bank                                            $      675      $    6,767
    Other liabilities                                                          -           1,193
                                                                      ----------      ----------
    Total liabilities                                                        675           7,960
                                                                      ----------      ----------
    STOCKHOLDERS' EQUITY
    Common stock; $2.50 par value; 1,000,000 shares authorized;
      309,677 shares issued; and 308,977 and 308,577 shares
      outstanding at December 31, 1999 and 1998, respectively            774,193         774,193
    Capital surplus                                                    1,530,320       1,525,808
    Retained earnings                                                  5,214,344       4,588,482
    Accumulated other comprehensive income                               (70,183)         40,156
                                                                      ----------      ----------
                                                                       7,448,674       6,928,639
      Less: 700 shares and 1,100 shares held in treasury at
      December 31, 1999 and 1998, respectively - at cost                  (8,276)        (13,000)
                                                                      ----------      ----------
    Total stockholders' equity                                         7,440,398       6,915,639
                                                                      ----------      ----------
    Total liabilities and stockholders' equity                        $7,441,073      $6,923,599
                                                                      ===========     ===========

</TABLE>

<PAGE>

16. PARENT ONLY FINANCIAL STATEMENTS

<TABLE>
                         STATEMENTS OF OPERATIONS
                YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<CAPTION>
                                                         1999             1998                1997
                                                        -----------      -----------       -----------
    <S>                                                 <C>              <C>               <C>
    INCOME
    Interest on available-for-sale securities           $    26,216      $   32,175        $        -
    Interest on loan to subsidiary                           15,107          13,516                 -
    Dividends from subsidiary                             1,354,040       1,473,394           208,000
                                                        -----------      -----------       -----------
                                                          1,395,363       1,519,085           208,000
                                                        -----------      -----------       -----------
    EXPENSES                                                 47,757          12,567             3,743
                                                        -----------      -----------       -----------
    INCOME BEFORE EQUITY (DEFICIT)
    IN UNDISTRIBUTED EARNINGS
    OF SUBSIDIARY                                         1,347,606       1,506,518           204,257

    Equity (deficit) in undistributed earnings
    of subsidiaries                                        (466,600)       (576,024)          709,829
                                                        -----------      -----------       -----------
    INCOME BEFORE INCOME TAX
    EXPENSE (BENEFIT)                                       881,006         930,494           914,086

    Income tax expense (benefit)                             (7,286)          7,961                 -
                                                        -----------      -----------       -----------
    NET INCOME                                              888,292         922,533           914,086

    OTHER COMPREHENSIVE INCOME
    Unrealized holding gains (losses) arising
    during the period, net of taxes                        (101,752)         21,145            11,888
      Less: reclassification adjustment for
      realized gains                                         (8,587)         (2,505)             (523)
                                                        -----------      -----------       -----------
                                                           (110,339)         18,640            11,365
                                                        -----------      -----------       -----------
    COMPREHENSIVE INCOME                                $   777,953      $  941,173        $  925,451
                                                        ===========      ===========       ===========
</TABLE>

<PAGE>

16.  PARENT ONLY FINANCIAL STATEMENTS


<TABLE>

                     STATEMENTS OF CASH FLOWS
              YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<CAPTION>

                                                                    1999              1998             1997
                                                               ------------      ------------       -----------

<S>                                                            <C>               <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                     $   888,292       $   922,533        $  914,086
Adjustments to reconcile net income to net cash
Provided by operating activities:
Net accretion of investment security discounts /
Amortization of investment security premiums                         1,404                 -                 -
Decrease (increase) in accrued interest receivable                     462            (4,003)                -
Increase (decrease) in other liabilities                            (7,285)            7,457                 -
Undistributed earnings of subsidiaries                             466,600           576,024          (709,829)
                                                               ------------      ------------       -----------
Net cash provided by operating activities                        1,349,473         1,502,011           204,257
                                                               ------------      ------------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of available-for-sale securities                               -        (5,085,242)                -
Proceeds from maturities of available-for-sale securities           85,387         4,537,035                 -
Advancement of funds to subsidiary                                       -          (600,000)                -
Repayment of funds from subsidiary                                 600,000                 -                 -
                                                               ------------      ------------       -----------
Net cash provided by (used in) investing activities                685,387        (1,148,207)                -
                                                               ------------      ------------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid                                                    (262,430)         (262,288)         (200,575)
Proceeds from sales of treasury stock                                9,236                 -                 -
                                                               ------------      ------------       -----------
Net cash used in financing activities                             (253,194)         (262,288)         (200,575)
                                                               ------------      ------------       -----------
Increase in cash                                                 1,781,666            91,516             3,682

Cash - beginning of year                                            96,458             4,942             1,260
                                                               ------------      ------------       -----------
Cash - end of year                                             $ 1,878,124       $    96,458        $    4,942
                                                               ============      ============       ============
</TABLE>