SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                              FORM 10-K
(Mark One)
[X]     Annual Report Pursuant to Section 13 or 15(d) of the Exchange Act of 
        1934 (Fee Required) For the fiscal year ended: December 31, 1994
                                 OR
[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities 
        Exchange Act of 1934 (No Fee Required)
                     
                     Commission file number 0-6253
                 
                    SIMMONS FIRST NATIONAL CORPORATION
         (Exact name of registrant as specified in its charter)

          Arkansas                                       71-0407808
(State or other jurisdiction of                       (I.R.S. employer
 incorporation or organization)                      identification No.)

  501 Main Street, Pine Bluff, Arkansas                    71601
(Address of principal executive offices)                 (Zip Code)

                             (501) 541-1000
          (Registrant's telephone number, including area code)

       Securities registered pursuant to Section 12(b) of the Act:

                                                       Name of Each Exchange
Title of Each Class                                     on Which Registered 
-----------------------------------------------------------------------------
     None                                                    None

         Securities registered pursuant to Section 12(g) of the Act:

                   Class A Common Stock, $5.00 par value            
                            (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 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
                              -----         -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K is not contained herein, and will not be contained, to the 
best of registrant's knowledge in definitive proxy or in information statements
incorporated by reference in Part III of this Form 10-K or any amendment to 
this Form 10-K.  [X]

The aggregate market value of common stock, par value $5.00 per share, held by
non-affiliates on March 16, 1995, was approximately $74,653,000.

The number of shares outstanding of the Registrant's Common Stock as of March 
31, 1995 was 3,677,378.

Part III is incorporated by reference from the Registrant's Proxy Statement 
relating to the Annual Meeting of Shareholders to be held on April 25, 1995.
                                                                             
                              FORM 10-K INDEX

Part I
------

Item 1   Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
          The Company and the Banks . . . . . . . . . . . . . . . . . . . .  1
          Competition . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
          Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
          Executive Officers of the Company . . . . . . . . . . . . . . . .  3
          Supervision and Regulation. . . . . . . . . . . . . . . . . . . .  4
Item 2   Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 3   Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 4   Submission of Matters to a Vote of Security-Holders . . . . . . . . 8


Part II
-------

Item 5   Market for Registrant's Common Equity and Related Stockholder 
         Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 6   Selected Financial Data . . . . . . . . . . . . . . . . . . . . . .10
Item 7   Management's Discussion and Analysis of Financial Condition and
         Results of Operations . . . . . . . . . . . . . . . . . . . . . . .11
Item 8   Consolidated Financial Statements and Supplementary Data. . . . . .32
Item 9   Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure. . . . . . . . . . . . . . . . . . . . . . . .60


Part III
--------

Item 10  Directors and Executive Officers of the Company . . . . . . . . . .60
Item 11  Executive Compensation. . . . . . . . . . . . . . . . . . . . . . .60
Item 12  Security Ownership of Certain Beneficial Owners and Management. . .60
Item 13  Certain Relationships and Related Transactions. . . . . . . . . . .60
Item 14  Exhibits, Financial Statement Schedules and Reports on Form 8-K . .60

                                   PART I

ITEM 1.  BUSINESS.

THE COMPANY AND THE BANKS

         The Simmons First National Corporation (the "Company") is a bank 
holding company registered under the Bank Holding Company Act of 1956.  At 
December 31, 1994, the Company had consolidated total assets of $713.3 
million, consolidated net loans of $410.6 million and total equity capital of 
$83.7 million.  The Company owns three subsidiary banks in Arkansas.  Its 
lead bank, Simmons First National Bank (the "Bank"), is a national bank which 
has been in operation since 1903.  The Bank's primary market 
area, with the exception of its nationally-provided credit card and mortgage 
banking services, is the State of Arkansas.  The Company also owns two 
community banks, Simmons First Bank of Jonesboro ("Simmons/Jonesboro"), and 
Simmons First Bank of Lake Village ("Simmons/Lake Village"), both acquired in
1984.  The Company's banking subsidiaries conduct their operations through 21 
branches located in 10 communities in Arkansas.

         Through its banking subsidiaries, the Company emphasizes retail 
banking services, and it considers the Bank to be a national leader in 
providing credit card services.  The Bank has offered credit card services 
since 1967, and at December 31, 1994, the Bank had approximately 184,000 
active Visa and MasterCard accounts in all 50 states, the District of Columbia 
and certain U.S. territories, with outstanding balances totalling $164.5 
million, or approximately 40% of total consolidated loans.  Approximately 58% 
of the Bank's cardholders, representing approximately 68% of the aggregate 
outstanding balances in the credit card portfolio, reside outside the State of
Arkansas.  The Bank has consistently employed stringent, subjectively-based 
credit standards in making credit decisions concerning card applicants, rather 
than using a credit scoring, or statistical profile system typically employed 
by other credit card issuers.  Management believes this individualized 
approach to decision-making, emphasizing credit histories and individual 
borrower profiles, has been a significant positive factor in producing a high 
quality credit card loan portfolio.  At December 31, 1994, the Bank's credit 
card delinquency and net loss ratios were 0.43% and 0.88%, respectively, 
compared to the national averages of such ratios for all Visa card issuers of 
3.10% and 3.43%, respectively.  The Bank's credit card delinquency and net 
loss ratios for 1994 are believed by management to be among the lowest such 
ratios for all credit card providers in the United States. 

         The Bank is a leading provider of guaranteed student loans in 
Arkansas.  The Bank originated approximately $28 million in student loans to 
over 9,500 borrowers during 1994.  On December 31, 1994, the Bank owned and 
serviced approximately 15,000 outstanding student loans totalling 
approximately $63 million, or approximately 15% of the Company's total 
consolidated loans.

         The Company provides mortgage banking services through the Bank's 
production, sale and servicing of residential real estate mortgages on 
properties located primarily in the South, Midwest and Southwest United 
States.   At December 31, 1994, the Bank serviced, primarily for others, 
approximately 28,000 mortgages with an aggregate principal balance of 
approximately $1.2 billion.

         The Company's banks also provide commercial banking services to 
individuals and businesses, including a wide range of commercial and 
agricultural loans, deposit, checking and savings accounts, personal and 
corporate trust services and investment management, and securities and 
investment services through selected banking locations in the State of 
Arkansas.

Growth Strategy

         The Company's growth strategy is to expand in its primary market 
area of the State of Arkansas, by capitalizing on its recent entry into 
Northwest Arkansas, one of the fastest growing areas in the state, and 
emphasizing commercial and agricultural lending in that area, and by 
expanding through further banking acquisitions where the Company believes the 
acquired assets can be redeployed into higher yielding credit card loans and 
other retail banking services.

COMPETITION

         The activities engaged in by the Company and its subsidiaries are 
highly competitive.  In all aspects of its business, the Company encounters 
intense competition from other banks, lending institutions, credit unions, 
savings and loan associations, brokerage firms, mortgage companies, 
industrial loan associations, finance companies, and several other financial 
and financial service institutions.  The amount of competition among 
commercial banks and other financial institutions has increased significantly 
over the past few years since the deregulation of the banking industry.  The 
Company's subsidiary banks actively compete with other banks and financial 
institutions in their efforts to obtain deposits and make loans, in the scope 
and type of services offered, in interest rates paid on time deposits and 
charged on loans and in other aspects of commercial banking.

         Management believes that the single most important competitive factor 
in the credit card business is price, in the form of interest rates and 
membership fees charged to cardholders, discount fees charged to participating
merchants, and the level of fees and credits shared with members of the agent 
bank network for their participation in the Bank's network.  Maintenance of 
the Bank's agent bank network is a key element in maintaining the Bank's
dominant position in the credit card business in Arkansas.

         Management believes that the Bank's principal competitive strength in 
both the Arkansas and national markets for new cardholder business has been 
its low interest rate charged to cardholders and resulting favorable national 
recognition.  In 1993, a large bank holding company in Arkansas, which has 
substantially greater financial resources than those of the Company, 
recommenced active marketing as a card issuer for Visa and MasterCard 
inside and outside Arkansas, after having discontinued such activities several 
years ago, and has advertised interest rates on its credit cards competitive 
with the rates charged by the Bank.  Another large, Arkansas-based bank holding 
company, recently acquired by Boatman's of St. Louis, also has increased its 
market share as a credit card issuer.  Management cannot predict the effect on 
its credit card business of these and other new entrants into the market, but 
believes the Bank's continuous participation and experience in this market 
since 1967 provides it with unique marketing and other strengths in competing 
for new cardholder business.   

         As more credit card issuers have entered the market for merchant 
customers in Arkansas during the past three years, competition has intensified 
for merchant customers and their related business, primarily on the basis
of price and quality of service.  While the Bank's merchant purchase volume 
has remained flat during the past three years, management believes that most 
established card issuers in the Arkansas market have experienced declines
in their merchant purchase volume as a result of the increased competition.  
Management expects that the Bank's merchant purchase volume will remain flat 
or decline in the future as a result of continuing competitive conditions. 

         The Company's banking subsidiaries are also in competition with major 
national and international retail banking establishments, brokerage firms and 
other financial institutions within and outside Arkansas.  Competition with 
these financial institutions is expected to increase, especially with the 
passage of legislation authorizing interstate banking.

         According to information obtained from the Arkansas Association of 
Bank Holding Companies, during 1994 there were approximately 30 multi-bank 
holding companies doing business in Arkansas and approximately 102 additional 
single bank  holding companies.  As of December 31, 1994, the Company was the
sixth largest multi-bank holding company doing business in Arkansas, based 
upon total assets and total deposits.

EMPLOYEES

         As of March 15, 1995, the Company and its subsidiaries had 611 
full time equivalent employees.  None of the employees are represented by any 
union or similar groups, and the Company has not experienced any labor 
disputes or strikes arising from any such organized labor groups.  The Company 
considers its relationship with its employees to be good.

EXECUTIVE OFFICERS OF THE COMPANY

         The following is a list of all executive officers of the Company.  
All of said officers are elected annually by the Board of Directors.


NAME                     AGE          POSITION                                     YEARS SERVED
-------------------------------------------------------------------------------------------------
                                                                              
W. E. Ayres               64         Chairman                                           36
                                                             
J. Thomas May             48         President and Chief Executive Officer               8

Donald W. Stone           64         Chairman, Simmons First Bank of Jonesboro          36

Barry L. Crow             52         Executive Vice President and                       23
                                     Chief Financial Officer

John L. Rush              60         Secretary                                          27


SUPERVISION AND REGULATION

THE COMPANY

           The Company, as a bank holding company, is subject to both federal 
and state regulation.  Under federal law, a bank holding company must 
generally obtain approval from the Board of Governors of the Federal Reserve 
System ("FRB") before acquiring ownership or control of the assets or stock of 
a bank or a bank holding company. Prior to approval of any proposed 
acquisition, the FRB will review the effect on competition of the proposed 
acquisition, as well as other regulatory issues. 

           The federal law generally prohibits a bank holding company from 
directly or indirectly engaging in non-banking activities. This prohibition 
does not include loan servicing, liquidating activities or other activities 
so closely related to  banking as to be a proper incident thereto.

           As a bank holding company, the Company is required to file with the 
FRB an annual report and such additional information as may be required by 
law.  From time to time, the FRB examines the financial condition of the 
Company and its subsidiaries. The FRB, through civil and criminal sanctions, 
is authorized to exercise enforcement powers over bank holding companies and 
non-banking subsidiaries, to limit activities that represent unsafe or 
unsound practices or constitute violations of law.

           The Company is subject to certain laws and regulations of the 
State of Arkansas applicable to bank holding companies, including examination 
and supervision by the Arkansas Bank Commissioner.  Under Arkansas law, a bank
holding company is prohibited from owning more than one subsidiary bank, if 
any subsidiary bank owned by the holding company has been chartered for less 
than 10 years and, further, requires the approval of the Arkansas Bank 
Commissioner for any acquisition of more than 10% of the capital stock of any 
other bank located in Arkansas.  No bank acquisition may be approved if, 
after such acquisition, the holding company would control, directly or 
indirectly, banks having 25% of the total bank deposits in the State of 
Arkansas, excluding deposits of other banks and public funds.

           Bank holding companies located in Arkansas are authorized to 
acquire banks and bank holding companies located in any of 17 states generally 
located in the Southern and Midwestern United States.  Further, bank holding 
companies located in any of those states may acquire banks and bank holding 
companies located in Arkansas, if such state permits bank holding companies 
located in Arkansas to acquire banks and bank holding companies located in 
that state on a non-discriminatory basis.  In 1994, legislation was enacted, 
effective September 29, 1995, which will allow bank holding companies from 
any state to acquire banks located in any state without regard to state law, 
provided that the bank holding company (1) is adeuately capitalized, 
(2) is adequately managed, (3) would not control more than 10% of the insured 
deposits in the United States or more than 30% of the insured deposits in such 
state, and (4) such bank has been in existence at least five years if so 
required by the applicable state law.

SUBSIDIARY BANKS

           Simmons First National Bank, a national banking association, is 
subject to regulation and supervision, of which regular bank examinations are 
a part, by the Office of the Comptroller of the Currency of the United States 
("OCC").  Simmons/Jonesboro and Simmons/Lake Village, as state chartered 
banks, are subject to the supervision and regulation, of which regular bank 
examinations are a part, by the Federal Deposit Insurance Corporation ("FDIC") 
and the Arkansas State Bank Department.  The lending powers of each of the 
subsidiary banks are generally subject to certain restrictions, including the 
amount which may be lent to a single borrower.

           The subsidiary banks, with numerous exceptions, are subject to the 
application of the laws of the State of Arkansas, including the limitation of 
the maximum permissible interest rate on loans.  This limitation for general 
loans is 5% over the Federal Reserve Discount Rate, with an additional maximum 
limitation of 17% per annum for consumer loans and credit sales.  Certain 
loans secured by first liens on residential real estate and certain loans 
controlled by federal law (e.g., guaranteed student loans, SBA loans, etc.) 
are exempt from this limitation; however, a very substantial portion of the 
loans made by the subsidiary banks, including all credit card loans, are 
subject to this limitation.

           All of the Company's subsidiary banks are members of the FDIC, 
which currently insures the deposits of each member bank to a maximum of 
$100,000 per deposit relationship.  For this protection, each bank pays a 
statutory assessment to the FDIC each year.

           Federal law substantially restricts transactions between banks and 
their affiliates.  As a result, the Company's subsidiary banks are limited in 
making extensions of credit to the Company, investing in the stock or other 
securities of the Company and  engaging in other financial transactions with 
the Company.  Those transactions which are permitted must generally be 
undertaken on terms at least as favorable to the bank, as those prevailing in 
comparable transactions with independent third parties.

POTENTIAL ENFORCEMENT ACTION FOR BANK HOLDING COMPANIES AND BANKS

           Enforcement proceedings seeking civil or criminal sanctions may be 
instituted against any bank, any director, officer, employee or agent of the 
bank, that is believed by the federal banking agencies to be violating any 
administrative pronouncement or engaged in unsafe and unsound practices.  In 
addition, the FDIC may terminate the insurance of accounts, upon 
determination that the insured institution has engaged in certain wrongful 
conduct, or is in an unsound condition to continue operations.  Recent 
legislation has significantly expanded the enforcement powers of the federal
banking agencies and increased the penalties for violations of the law and 
regulations.

RISK-WEIGHTED CAPITAL REQUIREMENTS FOR THE COMPANY AND THE BANKS

           After December 31, 1992, banking organizations (including bank 
holding companies and banks) were required to meet a minimum ratio of Total 
Capital to Total Risk-Weighted Assets of 8%, of which at least 4% must be in 
the form of Tier 1 Capital.  A well capitalized institution is one that has 
at least a 10% "total risk based capital" ratio.  For a tabular summary of the
Company and the subsidiary banks' risk-weighted capital ratios, see 
"Management's Discussion and Analysis of Financial Condition and Results of 
Operations - Capital."

           A banking organization's qualifying total capital consists of two 
components: Tier 1 Capital (core capital) and Tier 2 Capital (supplementary 
capital).  Tier 1 Capital is an amount equal to the sum of common 
shareholders' equity, certain preferred stock and the minority interest in 
the equity accounts of consolidated subsidiaries.  For bank holding companies,
goodwill may not be included in Tier 1 Capital after December 31, 1992.  
Identifiable intangible assets may be included in Tier 1 Capital for banks and 
bank holding companies, in accordance with certain further requirements.  At 
least 50% of the banking organization's total regulatory capital must consist 
of Tier 1 Capital.

           Tier 2 Capital is an amount equal to the sum of the qualifying 
portion of the allowance for loan losses, certain preferred stock not included
in Tier 1, hybrid capital instruments (instruments with characteristics of 
debt and equity), certain long term debt securities and eligible term 
subordinated debt, in an amount up to 50% of Tier 1 Capital.  The eligibility 
of these items for inclusion as Tier 2 Capital is subject to certain 
additional requirements and limitations of the federal banking agencies.

           Under the risk-based capital guidelines, balance sheet assets and 
certain off-balance sheet items, such as standby letters of credit, are 
assigned to one of four risk weight categories (0%, 20%, 50%, or 100%), 
according to the nature of the asset, its collateral or the identity of the 
obligor or guarantor.  The aggregate amount in each risk category is adjusted 
by the risk weight assigned to that category, to determine weighted values, 
which are then added to determine the total risk-weighted assets for the 
banking organization.  For example, an asset, such as a commercial loan, 
assigned to a 100% risk category, is included in risk-weighted assets at its 
nominal face value, but a loan secured by a one-to-four family residence is 
included at only 50% of its nominal face value.  The applicable ratios reflect 
capital, as so determined, divided by risk-weighted assets, as so determined.

RECENT LEGISLATION FOR BANK HOLDING COMPANIES AND BANKS

           The Federal Deposit Insurance Corporation Improvement Act 
("FDICIA"), enacted in 1991, requires the FDIC to increase assessment rates 
for insured banks and authorizes one or more "special assessments", as 
necessary for the repayment of funds borrowed by the FDIC or any other 
necessary purpose.  As directed in FDICIA, the FDIC has adopted a transitional
risk-based assessment system, under which the assessment rate for insured 
banks will vary, according to the level of risk incurred in the bank's 
activities.  The risk category and risk-based assessment for a bank is 
determined from its classification, pursuant to the regulation, as well 
capitalized, adequately capitalized or undercapitalized. 

           FDICIA substantially revised the bank regulatory provisions of the 
Federal Deposit Insurance Act and other federal banking statutes, requiring 
federal banking agencies to establish capital measures and classifications.  
Pursuant to the regulations issued under FDICIA, a depository institution will 
be deemed to be well capitalized if it significantly exceeds the minimum level 
required for each relevant capital measure; adequately capitalized if it meets
each such measure; undercapitalized if it fails to meet any such measure; 
significantly undercapitalized if it is significantly below any such measure; 
and critically undercapitalized if it fails to meet any critical capital 
level set forth in regulations. The federal banking agencies must promptly 
mandate corrective actions by banks that fail to meet the capital and related 
requirements, in order to minimize losses to the FDIC.  The Company was 
advised by the FDIC and OCC that the subsidiary banks had been classified as 
well capitalized under these regulations.

           The federal banking agencies are required by FDICIA to prescribe  
standards for banks and bank holding companies, relating to operations and 
management, asset quality, earnings, and stock valuation and compensation.  A 
bank or bank holding company that fails to comply with such standards will be 
required to submit a plan designed to achieve compliance.  If no plan is 
submitted or the plan is not implemented, the bank or holding company would 
become subject to additional regulatory action or enforcement proceedings.  

           A variety of other provisions included in FDICIA may affect the 
operations of the Company and the subsidiary banks, including new reporting 
requirements, revised regulatory standards for real estate lending, "truth 
in savings" provisions, and the requirement that a depository institution 
give 90 days prior notice to customers and regulatory authorities before 
closing any branch.

ITEM 2.    PROPERTIES.

           The principal properties of the Company and the Bank consist of an 
eleven-story office building, located in the central business district of the 
City of Pine Bluff, Arkansas.  Originally constructed in 1929, the entire 
building has since been completely renovated and modernized.  The building is 
comprised of approximately 107,000 square feet of floor space, approximately 
7,474 square feet of which is leased to a tenant as office space.  The office 
building is situated on approximately one-fourth of a city block, the 
remainder of which, together with approximately one additional city block
of adjacent property, is presently being used as a parking complex for 
customers of the Company and its subsidiaries, tenants of the Company and its 
subsidiaries and their customers, and the public.  Additional office space was
made available in 1980, with the renovation of a storage facility to provide 
a 9,601 square foot office complex, now housing the Company and its subsidiary
real estate and investment departments.  In 1992, additional office space was 
made available for the Bank's activities, when the Bank purchased a three-
story concrete office building, containing approximately 38,000 square feet 
of space, across the street from its main bank building in Pine Bluff, 
Arkansas.  The Bank leased a portion of the building prior to purchasing the 
building.  In 1993, an additional 6,000 square feet were made available when 
the Company leased a three-story brick building adjoining the one purchased 
in 1992.  This building was later purchased also.  This added another 5,000 
square feet of storage in addition to the office space for a total of 
approximately 11,000 square feet.  This facility houses the Company's student 
loan operation.  In late 1994, the Company completed renovation of the 
building purchased in 1992 and occupancy of the space commenced at that time.  
The Company and the Bank also operate eight drive-in banking facilities, 
located throughout the city of Pine Bluff, Arkansas, and banking facilities 
at Watson Chapel, White Hall and Sherrill, Arkansas, as well as the newly 
acquired offices at Fort Smith, Rogers, Springdale, and Bella Vista, Arkansas.
The largest banking facility comprises approximately 4,200 square feet of 
floor space, and the smallest comprises approximately 300 square feet.

           The principal property of Simmons/Lake Village consists of a one-
story building located in the central business area of the City of Lake 
Village, comprising approximately 6,000 square feet of floor space.

           The principal property of Simmons/Jonesboro consists of a three-
story building, located in the central business district of the City of 
Jonesboro, Arkansas, comprising approximately 47,108 square feet of floor 
space, 14,252 feet of which is available for lease.  In addition, Simmons/
Jonesboro operates two drive-in banking facilities located in that city.

           All of the above properties are owned in fee simple and 
unencumbered, except (a) approximately one-fourth city block in Pine Bluff, 
which is leased from various persons for terms expiring in 2007 with options 
to extend for an additional 50 years, which leased parcels comprise a portion 
of the parking complex and lie partially under a small portion of a one-floor 
extension of the office building, (b) the lands upon which four of the drive-
in banking facilities in Pine Bluff are situated, two of which parcels are 
leased for a term expiring in 1995, one in 1997, another in 2010,
and the other of which parcels is leased for a term expiring in 2035, and (c) 
the building and land described in a preceding paragraph for the banking 
facility in Jonesboro, which has a first mortgage lien to an insurance 
company with monthly payments of $12,243 including interest at 9.75%.  The 
newest Pine Bluff Office and the Rogers, Springdale, and Fort Smith Stonewood 
facilities were purchased during 1991.  Lease agreements were signed during 
1991 for the Bella Vista office, as well as the other two Fort Smith 
facilities.  Terms of the Bella Vista and Fort Smith South lease expire in 
1995 and 1997, respectively, and the Fort Smith Central Mall lease expires in 
1995.  The offices of the mortgage marketing and dealer bank divisions, 
located in Little Rock, Arkansas, comprise approximately 20,000 square feet 
of all floors of the three-story leased building, with approximately 36,000 
total square feet available for lease.  The lease expires in 1996. 

          The Company and its subsidiaries also own or lease various small 
parcels of land, on some of which are located improvements, the aggregate of 
which would comprise an insignificant portion of the properties of registrant 
and its subsidiaries.

ITEM 3.   LEGAL PROCEEDINGS

          The Company and/or its subsidiary banks have various unrelated legal
proceedings, most of which involve loan foreclosure activity pending, which, 
in the aggregate, are not expected to have a material adverse effect on the
financial position of the Company and its subsidiaries.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

          No matters were submitted to a vote of security-holders, through 
the solicitation of proxies or otherwise, during the fourth quarter of the 
fiscal year covered by this report.

                                   PART II

ITEM 5.   PRICE RANGE OF COMMON STOCK AND DIVIDEND INFORMATION

          The Common Stock is traded and quoted on the over-the-counter NASDAQ
National Market System under the symbol "SFNCA."   Prior to October 26, 1992, 
the Common Stock was traded on the NASDAQ over-the-counter market.  The 
following table sets forth, for all the periods indicated, cash dividends 
paid, and the high and low bid prices for the Common Stock as reported by 
NASDAQ.  Prior to 1993, historically, the Common Stock had not been actively 
traded.  All price quotations and dividend information have been restated to 
reflect the 100% stock dividend on the Common Stock effected June 5, 1992.  

                                                                                               
                                          Price Per             Quarterly  
                                        Common Share            Dividends
                                   ----------------------       Per Common
                                     High          Low            Share          
                                   --------     ---------       ----------
                                                                             
   1994
     1st Quarter                   $  27.75     $  22.50          $   .10
     2nd Quarter                      25.75        22.50              .12
     3rd Quarter                      29.00        25.00              .12
     4th Quarter                      28.50        22.00              .13

   1993                            
     1st Quarter                   $  25.00     $  21.00          $   .10
     2nd Quarter                      24.50        21.75              .10
     3rd Quarter                      25.00        22.00              .10
     4th Quarter                      27.50        25.00              .10


          At December 31, 1994, the Common Stock was held of record by 
approximately 1,218 stockholders.  On March 16, 1995, the last sale price for 
the Common Stock as reported by NASDAQ was $24.25 per share.  
           
           The Company's policy is to declare regular quarterly dividends 
based upon the Company's earnings, financial position, capital requirements 
and such other factors deemed relevant by the Board of Directors.  This 
dividend policy is subject to change, however, and the payment of dividends 
by the Company is necessarily dependent upon the availability of earnings and 
the Company's financial condition in the future.  The payment of dividends on 
the Common Stock is also subject to regulatory capital requirements.  

           The Company's principal source of funds for dividend payments to 
its stockholders is dividends received from its subsidiary banks.  Under 
applicable banking laws, the declaration of dividends by the Bank in any year,
in excess of the sum of net income for that year and retained earnings for the 
preceding two years, must be approved by the Office of the Comptroller of the 
Currency.  Further, as to Simmons/Jonesboro and Simmons/Lake Village, Arkansas 
bank regulators have specified that the maximum dividends state banks may pay 
to the parent company without prior approval is 50% of the current year 
earnings.  At December 31, 1994, approximately $13.0 million was available for
the payment of dividends by the subsidiary banks without regulatory approval.
For further discussion of restrictions on the payment of dividends, see 
"Management's Discussion and Analysis of Financial Condition-Liquidity and 
Interest Rate Sensitivity," and Note 21 of Notes to Consolidated Financial 
Statements.

ITEM 6:    SELECTED CONSOLIDATED FINANCIAL DATA

           The following table sets forth selected consolidated financial data
concerning the Company and is qualified in its entirety by the detailed 
information and consolidated financial statements, including notes thereto, 
included elsewhere in this annual report.  The income statement, balance sheet
and per common share data as of and for the years ended December 31, 1994, 
1993, 1992, 1991, and 1990 were derived from consolidated financial 
statements of the Company, which were audited by Baird, Kurtz & Dobson.  The 
selected consolidated financial data set forth below should be read in 
conjunction with the financial statements of the Company and related notes 
thereto and "Management's Discussion and Analysis of Financial Condition and 
Results of Operations" included elsewhere in this annual report.
                   
                   SELECTED CONSOLIDATED FINANCIAL DATA


                                                                    Years Ended December 31,(f1)                      
(Dollars in Thousands,                     --------------------------------------------------------------------------
 except per common share data)                  1994            1993          1992           1991           1990      
---------------------------------------------------------------------------------------------------------------------
                                                                                         
Income statement data:
 Net interest income                         $   29,259     $   28,450     $   26,525     $   22,536     $   21,278
 Provision for loan losses                        2,050          3,006          3,741          3,552          2,681
 Net interest income after
  provision for loan losses                      27,209         25,444         22,784         18,984         18,597
 Non-interest income                             24,847         26,129         25,578         23,114         19,786
 Non-interest expense                            38,415         38,711         37,978         34,869         32,197
 Income tax expense                               3,781          3,466          2,907          1,929          1,823
 Net income                                       9,860          9,396          7,477          5,300          4,363

Per common share data:
  Earnings                                         2.68           2.78           2.60           1.89           1.56
  Book value                                      22.76          20.49          18.03          15.83          14.02
  Dividends                                         .47            .40            .40            .37            .34
                                             
Balance sheet data at period-end:
 Total assets                                   713,262        738,760        705,903        673,377        647,783
 Total loans, net of unearned discount          418,392        394,426        367,655        331,062        329,951
 Credit card loans                              164,501        168,673        162,251        123,593        105,016
 Allowance for loan losses                        7,790          7,430          5,748          5,302          4,507
 Total deposits                                 583,538        610,355        590,409        563,114        528,302
 Long-term debt and other                                                   
  notes payable                                  12,144         12,178         12,208         12,236         12,261
 Total stockholders' equity                      83,700         75,335         51,219         45,460         40,259
Capital ratios at period end:
 Leverage(f2)                                     11.47 %        10.21 %         6.90 %         6.24 %         5.68 %
 Tier one risk-based                              19.25 %        17.19 %        12.27 %        10.39 %         9.11 %
 Total risk-based                                 21.56 %        20.01 %        15.76 %        14.45 %        13.11 %

Selected ratios:
 Return on average assets                          1.39 %         1.33 %         1.09 %          .84 %          .82 %
 Return on average common
  equity                                          12.28 %        14.31 %        15.43 %        12.50 %        11.33 %
 Net interest margin(f3)                           4.80 %         4.75 %         4.56 %         4.19 %         4.77 %
 Allowance/nonperforming loans                   248.73 %       177.92 %        94.84 %       173.78 %        75.13 %
 Allowance for loan losses
  as a percentage of
  average loans                                    1.99 %         1.88 %         1.60 %         1.54 %         1.36 %
 Nonperforming loans as a 
  percentage of period-end
   loans                                            .75 %         1.06 %         1.65 %          .92 %         1.81 %
 Net charge-offs as a percentage
  of average total assets                           .24 %          .19 %          .48 %          .44 %          .38 %
 Average stockholders' equity to 
  average total assets                            11.31 %         9.33 %         7.09 %         6.75 %         7.22 %
 Dividend payout                                  17.54 %        14.39 %        15.38 %        19.58 %        21.79 %
-----------------
<FN>
(1)The selected consolidated financial data set forth above should be read in 
conjunction with the financial statements of the Company and related notes 
thereto and "Management's Discussion and Analysis of Financial Condition and 
Results of Operations", included elsewhere in this Annual Report.
(2) Leverage ratio is Tier 1 Capital to average total assets less intangible 
assets.
(3) Fully taxable equivalent on a 34% federal tax rate basis for all periods 
presented.


ITEM 7:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

OVERVIEW

          The Company is a multi-bank holding company, comprised of three 
commercial bank subsidiaries, with $713.3 million in assets, as of December 
31, 1994.  

          The Company achieved record earnings performance in 1994.  For the 
year ended December 31, 1994, net income totaled $9.9 million, a $.5 million, 
or 4.9%, increase over 1993 net income of $9.4 million.  Return on average 
assets was 1.39% in 1994, compared to 1.33% in 1993, and 1.09% in 1992.  
Return on average equity was 12.28% in 1994, compared to 14.31% in 1993, and 
15.43% in 1992.    On a per share basis, net income for 1994 was $2.68, 
compared to $2.78 in 1993 and $2.60 in 1992.  Dividends for 1994 were $.47, 
compared to dividends of $.40 in 1993 and 1992.

             Stockholders' equity at December 31, 1994, was $83.7 million, an 
increase of 11.1% over the 1993 amount.  The Company issued 805,000 shares of 
common stock during the second quarter of 1993.    Earnings per common share 
presented in the financial statements have been computed to reflect the 
effects of the additional shares of stock.

ACQUISITIONS

             On November 15, 1994, the Company entered into a definitive 
agreement with Dumas Bancshares, Inc. of Dumas Arkansas, under the terms of 
which Dumas Bancshares, Inc., will be merged into the Company during the 
first half of 1995.  

INCOME STATEMENT REVIEW FOR THE YEARS 1994, 1993 AND 1992

             In 1994, the Company reported record net earnings of $9.9 
million, and earnings per share of $2.68.  This compares to then-record net 
earnings of $9.4 million, and record earnings per share of $2.78, reported in 
1993.  The earnings increase in 1994 was the result of an increase in net 
interest margin, a $9.9 million increase in average earning assets, a decrease
in non-interest expense and a reduction in the provision for loan losses. 
   
Net Interest Income

             Net interest income, the Company's principal source of earnings, 
is the difference between the interest income generated by earning assets and 
the total interest cost of the deposits and borrowings obtained to fund those
assets.  Factors that determine the level of net interest income include the 
volume of earning assets and interest-bearing liabilities, yields earned and 
rates paid, the level of non-performing loans, and the amount of non-interest-
bearing liabilities supporting earning assets.  Net interest income is 
analyzed in the discussion and tables below on a fully taxable equivalent 
basis.  The adjustment to convert certain income to a fully taxable equivalent
basis consists of dividing tax exempt income by one minus the federal income 
tax rate (34% for 1994, 1993 and 1992).

             For the year ended December 31, 1994, net interest income on a 
fully taxable equivalent basis was $30.6 million, an increase of approximately
$.7 million, or 2.5%, from 1993 net interest income.  The increase in net 
interest income resulted primarily from a $9.9 million increase in average 
earning assets, coupled with an increase in net interest margin.  For the 
year ended December 31, 1993, net interest income on a fully taxable equivalent
basis increased approximately $2.2 million, or 7.8%, from comparable figures in 
1992.  This increase in net interest income resulted primarily from a more 
precipitous drop in rates on interest-bearing liabilities than the related 
decline in yield on earning assets.  The tables below reflect an analysis of 
net interest income on a fully taxable equivalent basis for the years ended 
December 31, 1994, 1993 and 1992, respectively, as well as changes in fully 
taxable equivalent net interest income for the years 1994 vs. 1993 and 1993 
vs. 1992.

                     ANALYSIS OF NET INTEREST INCOME
                    (FTE = FULLY TAXABLE EQUIVALENT)

                                                       Years Ended December 31,
                                            --------------------------------------------------
(Dollars in Thousands)                            1994            1993             1992  
----------------------------------------------------------------------------------------------
                                                                      
Interest income                               $   45,727       $   44,394       $   46,042
FTE adjustment                                     1,373            1,434            1,201
                                               ---------        ---------        ---------
Interest income - FTE                             47,100           45,828           47,243
Interest expense                                  16,468           15,944           19,517
                                               ---------        ---------        ---------
Net interest income - FTE                     $   30,632       $   29,884       $   27,726
                                               =========        =========        =========
Yield on earning assets - FTE                       7.38 %           7.29 %           7.77 %
Cost of interest-bearing liabilities                3.20 %           3.11 %           3.71 %
Net interest spread - FTE                           4.18 %           4.18 %           4.06 %
Net interest margin - FTE                           4.80 %           4.75 %           4.56 %


          CHANGES IN FULLY TAXABLE EQUIVALENT NET INTEREST INCOME

(Dollars in Thousands)                               1994 vs. 1993        1993 vs. 1992
-----------------------------------------------------------------------------------------
                                                                                            
Increase (decrease) due to change in 
  earning assets                                       $   1,407            $     284
Increase (decrease) due to change in
  earning asset yields                                      (135)              (1,699)
Increase due to change in 
  interest rates paid on interest-
  bearing liabilities                                     (1,040)               3,330
Increase (decrease) due to change in
  interest-bearing
  liabilities                                                516                  243
                                                        --------             --------
Increase in net interest income                        $     748            $   2,158
                                                        ========             ========

             The following table shows, for each major category of earning 
assets and interest bearing liabilities, the average amount outstanding, the 
interest earned or expensed on such amount, and the average rate earned or
expensed for each of the years in the three-year period ending December 31, 
1994.  The table also shows the average rate earned on all earning assets, 
the average rate expensed on all interest-bearing liabilities, the net 
interest spread and the net interest margin for the same periods.  The 
analysis is presented on a fully taxable equivalent basis.  Nonaccrual loans 
were included in average loans for the purpose of calculating the rate earned 
on total loans.  Under Financial Accounting Standard Board Statement No. 91 
(FAS 91), loan fees and related costs are deferred and amortized as part of 
interest income.

         AVERAGE CONSOLIDATED BALANCE SHEETS AND NET INTEREST ANALYSIS

                                                                   Years Ended December 31,
                            -----------------------------------------------------------------------------------------------------
                                           1994                              1993                               1992      
                            -----------------------------------------------------------------------------------------------------
(Dollars in                   Average     Income/    Yield/      Average    Income/     Yield/      Average    Income/     Yield/
 Thousands)                   balance     expense     rate       balance    expense      rate       balance    expense     rate  
---------------------------------------------------------------------------------------------------------------------------------
                                                                                              
  ASSETS                                                                                               
  ------
Earning assets:
  Interest-bearing
   balances due from
    banks                    $   1,408   $      55    3.88 %   $     856   $      27     3.15 %   $   1,447   $      47    3.25 %
  Federal funds sold            27,812       1,218    4.38 %      23,345         738     3.16 %      45,582       1,625    3.57 %
Investment securities -
   taxable:
  Held-to-maturity              91,858       5,696    6.20 %     161,281      10,234     6.32 %     164,421      12,102    7.36 %
  Available-for-sale            46,601       2,803    6.02 %                   
Investment securities - 
  non-taxable:
  Held-to-maturity              50,605       4,027    7.96 %      45,681       3,945     8.64 %      33,886       3,200    9.44 %
Mortgage loans held for
  sale, net of unrealized
   gains (losses)               27,957       2,081    7.44 %      31,634       2,236     7.07 %      17,918       1,469    8.20 %
Assets held in trading
  accounts                       1,687         103    6.11 %       2,350         166     7.06 %       2,832         221    7.80 %
Loans - non-taxable              2,174         242   11.12 %       2,483         273    10.98 %       3,035         342   11.27 %
Loans - taxable                388,327      30,875    7.95 %     360,922      28,209     7.82 %     339,233      28,237    8.32 %
                              --------    --------              --------    --------               --------    --------          
      Total interest
       earning assets          638,429   $  47,100    7.38 %     628,552   $  45,828     7.29 %     608,354   $  47,243    7.77 %
                                          ========                          ========                           ========             

Non-earning assets              71,377                            75,592                             75,415        
                              --------                          --------                           --------     
      Total assets           $ 709,806                         $ 704,144                          $ 683,769        
                              ========                          ========                           ========

  LIABILITIES AND
 ---------------
 STOCKHOLDERS' 
 -------------
          EQUITY
         ------
Liabilities
  Interest-bearing 
    liabilities:
  Deposits:
  Interest-bearing
   transaction &
   savings accts             $ 232,351   $   5,248    2.26 %   $ 200,122   $   5,232     2.61 %   $ 216,591   $   5,922    2.73 %
  Time deposits                241,786       9,223    3.81 %     268,739       9,019     3.36 %     263,074      11,590    4.41 %
                              --------    --------              --------    --------               --------    --------
      Total interest-
       bearing deposits        474,137      14,471    3.05 %     468,861      14,251     3.04 %     479,665      17,512    3.65 %
 Federal funds purchased
   and securites sold
   under agreements to
   repurchase                   24,021         962    4.00 %      28,517         841     2.95 %      31,863       1,094    3.43 %
 Other borrowed funds:
  Short-term debt                4,001         163    4.07 %       2,764          79     2.86 %       2,235          90    4.03 %
  Long-term debt                 1,161         122   10.49 %       1,192         113     9.48 %       1,221         119    9.75 %
 Capital notes                  11,000         750    6.82 %      11,000         660     6.00 %      11,000         702    6.38 %
                              --------    --------              --------    --------               --------
      Total interest-
       bearing
       liabilities             514,320      16,468    3.20 %     512,334      15,944     3.11 %     525,984      19,517    3.71 %
                                          --------                          --------                           --------
Non-interest liabilities:
  Non-interest-
   bearing deposits            105,856                           116,744                             98,482        
  Other non-interest-
   liabilities                   9,323                             9,383                             10,855        
                              --------                          --------                           --------
      Total
       liabilities             629,499                           638,461                            635,321
                              --------                          --------                           --------
Stockholders' equity            80,307                            65,683                             48,448        
                              --------                          --------                           --------
      Total Liabilities
       and Stockholders'
       Equity                $ 709,806                         $ 704,144                          $ 683,769        
                              ========                          ========                           ========
Net interest
   margin                                $  30,632    4.80 %               $  29,884     4.75 %               $  27,726    4.56 %
                                          ========                          ========                           ========


          The following table shows changes in interest income and interest 
expense, resulting from changes in volume and changes in interest rates for 
each of the years ended December 31, 1994 and 1993, as compared to prior 
years.  The changes in interest rate and volume have been allocated to 
changes in average volume and changes in average rates, in proportion to the 
relationship of absolute dollar amounts of the change in rate and volume.

                          VOLUME/RATE ANALYSIS

                                                                       Years Ended December 31,
                                                      1994 over 1993                             1993 over 1992
                                           -------------------------------------     -------------------------------------------
                                                           Yield/                                    Yield/
(Dollars in Thousands)                        Volume        rate          Total         Volume        rate           Total    
--------------------------------------------------------------------------------------------------------------------------------
                                                                                              
Increase (decrease) in:

Interest income:
  Interest-earning time deposits           $       21    $        7    $       28    $      (19)   $       (1)   $       (20)
  Federal funds sold                              159           321           480          (719)         (168)          (887)
  Investment securities - taxable:
    Held-to-maturity                           (4,305)         (233)       (4,538)         (226)       (1,642)        (1,868)
    Available-for-sale                          3,406          (603)        2,803            --            --             --
  Investment securities - non-taxable:
    Held-to-maturity                              303          (221)           82           986          (241)           745
  Mortgage loans held for delivery
     against commitments                         (282)          127          (155)          935          (168)           767
  Trading account securities                      (43)          (20)          (63)          (35)          (20)           (55)
  Loans - non-taxable                             (35)            4           (31)          (60)           (9)           (69)
  Loans, net of unearned discount               2,183           483         2,666          (578)          550            (28)
                                            ---------     ---------     ---------     ---------     ---------     ----------
  Total                                    $    1,407    $     (135)   $    1,272    $      284    $   (1,699)   $    (1,415)
                                            ---------     ---------     ---------     ---------     ---------     ----------
Interest expense:
  Interest-bearing transaction &
    savings accounts                       $      101    $      (85)   $       16    $     (437)   $     (253)   $      (690)
  Time deposits                                  (561)          765           204           257        (2,828)        (2,571)
  Federal funds purchased
    and securities sold under
    agreements to repurchase                      (96)          217           121          (109)         (144)          (253)
  Other borrowed funds:
    Short-term debt                                43            41            84            49           (60)           (11)
    Long-term debt                                 (3)           12             9            (3)           (3)            (6)
    Capital notes                                  --            90            90            --           (42)           (42)
                                            ---------     ---------     ---------     ---------     ----------    ----------
    Total                                  $     (516)   $    1,040    $      524    $     (243)   $    (3,330)  $    (3,573)
                                            ---------     ---------     ---------     ---------     ----------    ----------
Increase (decrease) in
 net interest income                       $    1,923    $   (1,175)   $      748    $      527    $     1,631   $     2,158
                                            =========     =========     =========     =========     ==========    ==========

Provision for Loan Losses

             The provision for loan losses represents management's 
determination of the amount necessary to be charged against the current 
period's earnings, in order to maintain the Allowance for Loan Losses at a 
level which is considered adequate, in relation to the estimated risk inherent
in the loan portfolio.  The provision for 1994 was $2.1 million, a decrease of
$1.0 million, or 31.8%, when compared to the provision in 1993, reflecting a 
continuing improvement in asset quality.  The provision for 1993 was $3.0 
million, a decrease of $.7 million, or 19.7%, from 1992.  The decreases in 
the provision for 1994 and 1993 relate primarily to the increase in coverage 
ratio (90 day past-due and nonaccrual loans) for nonperforming loans to 
248.73% at December 31, 1994, compared to 177.92% at December 31, 1993.  
Nonperforming loans were reduced to a level of $3.1 million at December 31, 
1994, compared to $4.2 million at December 31, 1993.

Non-Interest Income

             Total non-interest income was $24.8 million in 1994, compared to 
$26.1 million in 1993 and $25.6 million in 1992.  Non-interest income is 
principally derived from three sources: fee income, which includes service 
charges on deposit accounts, trust fees, credit card fees, and loan servicing 
fees; income on the sale of mortgage loans and dealer bank profits; and any 
gain or loss on sold or called securities.  

             The table below shows non-interest income for the years ended 
December 31, 1994, 1993 and 1992, respectively, as well as changes in 1994 
from 1993 and in 1993 from 1992.

                            NON-INTEREST INCOME

                                              Years Ended December 31,                     1994                      1993
                                         -----------------------------------            Change from               Change from
(Dollars in Thousands)                      1994         1993         1992                 1993                      1992        
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Trust department income                  $   1,763    $   1,807    $   1,750     $     (44)     -2.43 %    $       57      3.26 %
Service charges on deposit accounts          2,263        2,296        2,124           (33)     -1.44 %           172      8.10 %
Other service charges and fees                 853          879          784           (26)     -2.96 %            95     12.12 %
Income on sale of mortgage loans,
  net of commissions                          (758)         767          553        (1,525)   -198.83 %           214     38.70 %
Income on investment banking,
  net of commissions                         1,247        1,618        2,182          (371)    -22.93 %          (564)   -25.85 %
Credit card fees                            10,636       10,867        9,575          (231)     -2.13 %         1,292     13.49 %
Loan service fees                            6,817        7,322        7,941          (505)     -6.90 %          (619)    -7.79 %
Other income                                 1,896          433          610         1,463     337.88 %          (177)   -29.02 %
Net realized gains on sold or
  called securities                            130          140           59           (10)     -7.14 %            81    137.29 %
                                          --------     --------     --------      --------                  ---------
     Total non-interest income           $  24,847    $  26,129    $  25,578     $  (1,282)     -4.91 %    $      551      2.15 %
                                          ========     ========     ========      ========                  =========

           Fee income for 1994 was $22.3 million, a decrease of $.8 million, 
or 3.6%, when compared with 1993 figures.  Fee income for 1993 was $23.2 
million, up $1.0 million, or 4.5%, when compared with 1992 figures.  The 
decrease for 1994 is primarily due to a slight decrease in the volume of 
credit card fees, as a result of the national competition.  In 1994, credit 
card fees decreased $.2 million from the 1993 level of $10.9 million.  In 
1993, credit card fees increased $1.3 million from 1992, due to increased 
volume that resulted primarily from the Company's capitalizing on national 
media coverage of the Bank's having one of the lowest credit card rates in 
the United States.  Loan service fees decreased $.5 million in 1994 and $.6 
million in 1993, primarily due to a lower volume of refinanced mortgage loans 
and an increase in mortgage servicing amortization expense.

           On the consolidated statements of income, income from the sale of 
mortgage loans and dealer bank profits is presented net of commissions.  The 
income recorded in these accounts results from the Company's dealer bank 
operation, as well as fee income associated with the purchase of single family
residential loans, the securitization of those loans, and subsequent sale and
delivery of those securities against prior commitments.  For 1994, income 
from these areas totaled $.5 million, compared to $2.4 million in 1993 and 
$2.7 million in 1992.  This reduction in 1994, as compared to 1993, is 
primarily attributable to a mortgage marketing loss of $1.0 million and 
reduced profits in the dealer bank operation.  The resulting reduced level 
of operating income for these two operations for 1994 can be directly 
attributed to the negative impact of rising interest rates on the nation's 
mortgage and securities markets.  The overall reduction in mortgage income
for 1994 was partially offset by a third quarter sale of a portion of the 
Bank's servicing rights, which resulted in other income of $.7 million.

Non-Interest Expense

           Non-interest expense consists of salaries and employee benefits, 
occupancy, equipment and other expenses necessary for the operation of the 
Company.  Management remains committed to controlling the level of non-
interest expense, through the continued use of expense control measures that 
have been installed over the past six years.  The Company utilizes an 
extensive profit planning and reporting system that involves all affiliates 
and their respective functional responsibility centers.  Affiliate banks and 
associated responsibility centers develop detailed monthly and annual profit 
plans, including manpower and capital expenditure budgets, based on a needs 
assessment of the business plan for the upcoming year.  These profit plans are
subject to extensive initial reviews and then are monitored by the Company and
bank management on a monthly basis.  Variances from the plan are reviewed in 
detail monthly and, when required, management takes corrective action intended
to ensure that financial goals are met.  Company management also regularly 
monitors staffing levels at each affiliate, to ensure that productivity and 
overhead are in line with existing workload requirements.

           Non-interest expense for 1994 was $38.4 million, a decrease of $.3 
million, or 0.8%, from 1993.  Non-interest expense for 1993 was $38.7 million,
an increase of $.7 million, or 1.9%, from 1992.  The slight decrease in 1994,
compared to 1993, reflects the effects of continued emphasis on expense 
control measures.

           The table below shows non-interest expense for the years ended 
December 31, 1994, 1993 and 1992, respectively, as well as changes from 1994 
to 1993 and 1993 to 1992, respectively.

                           NON-INTEREST EXPENSE

                                        Years Ended December 31,                        1994                     1993
                                  ------------------------------------               Change from              Change from
(Dollars in Thousands)              1994           1993           1992                  1993                     1992             
------------------------------------------------------------------------------------------------------------------------------
                                                                                               
Salaries and employee
  benefits                        $  20,104      $  19,609      $  18,677      $     495     2.52 %    $     932       4.99 %
Occupancy expense, net                2,043          1,937          1,836            106     5.47 %          101       5.50 %
Furniture & equipment expense         1,964          1,969          2,003             (5)   -0.25 %          (34)     -1.70 %
Loss on foreclosed assets             1,641          2,336          2,471           (695)  -29.75 %         (135)     -5.46 %

Other operating expense:
  Professional services               1,634          1,530          1,542            104     6.80 %          (12)     -0.78 %
  Postage                             1,234          1,267          1,365            (33)   -2.60 %          (98)     -7.18 %
  Telephone                             771            783            798            (12)   -1.53 %          (15)     -1.88 %
  Credit card expense                 1,458          1,163          1,083            295    25.37 %           80       7.39 %
  Operating supplies                    695            954          1,810           (259)  -27.15 %         (856)    -47.29 %
  FDIC insurance                      1,307          1,293          1,066             14     1.08 %          227      21.29 %
  Miscellaneous expenses              5,564          5,870          5,327           (306)   -5.21 %          543      10.19 %
                                   --------       --------       --------       --------                --------                   
    Total non-interest expense    $  38,415      $  38,711      $  37,978      $    (296)    -.76 %    $     733       1.93 %
                                   ========       ========       ========       ========                ========                   

Income Taxes

           The provision for income taxes for 1994 was $3.8 million, compared 
to $3.5 million in 1993 and $2.9 million in 1992.  The effective income tax 
rates for the years ended 1994, 1993 and 1992 were 27.8%, 27.0% and 28.0%,
respectively.

BALANCE SHEET REVIEW FOR THE YEARS 1994 AND 1993

Loan Portfolio

           The Company's loan portfolio averaged $391.2 million during 1994 
and $364.1 million during 1993.  As of December 31, 1994, total loans were 
$418.4 million, compared to $394.4 million on December 31, 1993.  The most 
significant components of the loan portfolio were loans to individuals, in 
the form of credit card loans, student loans, and single family residential 
real estate loans.  
 
           The Company seeks to manage its credit risk by diversifying its 
loan portfolio, determining that borrowers have adequate sources of cash flow 
for loan repayment without liquidation of collateral, obtaining and monitoring
collateral, providing an adequate allowance for loan losses, and regularly 
reviewing loans through the internal loan review process.  The loan portfolio
is diversified by borrower, purpose, industry and, in the case of credit card
loans, which are unsecured loans, by geographic region.  The Company seeks to 
use diversification within the loan portfolio to reduce credit risk, thereby 
minimizing the adverse impact on the portfolio, if weaknesses develop in 
either the economy or a particular segment of borrowers.  Collateral 
requirements are based on credit assessments of borrowers and may be used to 
recover the debt in case of default.  The Company uses the Allowance for Loan 
Losses as a method to value the loan portfolio at its estimated collectible 
amount.  Loans are regularly reviewed, to facilitate the identification and 
monitoring of deteriorating credits.

           Consumer loans consist of credit card loans, student loans and 
other consumer loans.  Consumer loans were $268.1 million at December 31, 
1994, or 64.1% of total loans, compared to $270.8 million, or 68.7% of total 
loans at December 31, 1993.  At year end, 1994, credit card loans were $164.5 
million, or 39.3% of total loans, versus $168.7 million, or 42.8% of total 
loans at December 31, 1993.  The decrease relates, in part, to increased 
competition from national credit card companies offering short-term incentive 
rates to new customers.

           The lead Bank has provided diversivied credit card services since 
1967, when it became the first Arkansas Bank to issue internationally accepted
credit cards.  The Bank is a member of both the Visa and Mastercard 
associations, and is currently ranked 71st among all U.S. banks, based on the 
number of cardholders in such banks.

           The Bank generated income from its credit card operation primarily 
from interest charged on daily balances and from annual membership and other 
fees paid by cardholders, from discounts paid by merchants on purchases made 
with the Bank's cards, and from interchange fees paid by depository and agent 
banks for whom the Bank processes credit card transactions.

           Since 1985, when it began receiving national recognition about the 
low interest rates charged on cards issued by the Bank, the Bank has provided 
these services to selected customers located throughout the United States.  
Credit card customers reside in all 50 states, the District of Columbia and 
certain U.S. territories.  Approximately 58% of these customers reside 
outside the State of Arkansas, representing approximately 68% of aggregate 
outstanding credit card balances.

           At the end of 1994, commercial, agricultural and financial 
institution loans were $51.8 million, or 12.4% of total loans, a 32.1% 
increase from 1993 year end's $39.2 million.  Real estate construction and 
land development loans at December 31, 1994, were $6.2 million, or 1.5% of 
total loans, compared to $6.3 million, or 1.6% of total loans at the end of 
1993.  Single family real estate loans at December 31, 1994, were $43.6 
million, or 10.4% of total loans, compared to $36.7 million, or 9.3% of total 
loans at December 31, 1993.

           The Financial Accounting Standards Board recently adopted Financial 
Accounting Standards Board Statement No. 114, (FAS 114), "Accounting by 
Creditors for Impairment of a Loan", which requires that impaired loans be 
measured, based on the present value of expected cash flows discounted at the 
loan's effective interest rate or, as a practical expedient, at the loan's 
observable market price or the fair value of the collateral, if the loan is 
collateral dependent.  This Statement applies to financial statements for 
fiscal year 1995.  The adoption of FAS 114 is not expected to have a 
significant impact on the Company's consolidated financial statements.

           The amount of loans outstanding at the indicated dates are 
reflected in the following table, according to type of loan.



                               LOAN PORTFOLIO

                                                       Years Ended December 31,     
                             -----------------------------------------------------------------------------
(Dollars in Thousands)            1994           1993           1992             1991            1990      
----------------------------------------------------------------------------------------------------------
                                                                             
Consumer:
     Credit card             $   164,501     $   168,673     $   162,251     $   123,593     $   105,016
     Student loan                 62,836          65,379          58,727          54,957          55,101
     Individuals - other          40,739          36,763          31,878          32,706          36,054
Real estate:
     Construction                  6,232           6,281           4,708           2,784           3,695
     Single family                                                            
     residential                 43,629          36,651           42,177          50,866          55,243
     Other commercial             44,141          37,853          27,991          24,509          29,414
Commercial:
     Commercial                   29,047          20,007          20,833          21,787          27,222
     Agricultural                 16,048          16,088          12,917          13,282          14,294
     Financial
      institutions                 6,681           3,087           3,142           3,155           2,711
Other                              5,122           3,998           3,475           3,931           1,864
                              ----------      ----------      ----------      ----------      ----------
Total loans                      418,976         394,780         368,099         331,570         330,614
Unearned discount                   (584)           (354)           (444)           (508)           (663)
                              ----------      ----------      ----------      ----------      ----------
     Total loans, net of
       unearned 
        discount             $   418,392     $   394,426     $   367,655     $   331,062     $   329,951
                              ==========      ==========      ==========      ==========      ==========

           The following table reflects the remaining maturities of loans at 
December 31, 1994. 

                              LOAN MATURITIES

                                                                          Over 1
                                                                           year
                                                    1 year                through              Over
(Dollars in Thousands)                              or less               5 years             5 years              Total       
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Commercial, financial & agricultural             $     33,037          $     17,461         $      1,278        $     51,776
Real estate - construction                              4,910                 1,322                   --               6,232
Other                                                 228,194                98,192               33,998             360,384
                                                  -----------           -----------          -----------         -----------
                                                 $    266,141          $    116,975         $     35,276        $    418,392
                                                  ===========           ===========          ===========         ===========


           The following table reflects maturities for the above loans, 
segregated by interest rate type.

                               LOAN REPRICING

                                                                 Over 1
                                                                  year
                                            1 year               through               Over
(Dollars in Thousands)                      or less              5 years              5 years              Total 
-----------------------------------------------------------------------------------------------------------------------
                                                                                          
Predetermined rate                       $     43,247          $    89,970         $     25,197        $     158,414
Floating rate                                 222,894               27,005               10,079              259,978
                                          -----------           ----------          -----------         ------------
                                         $    266,141          $   116,975         $     35,276        $     418,392
                                          ===========           ==========          ===========         ============

Asset Quality

       Nonperforming loans are comprised of (a) nonaccrual loans, (b) loans 
which are contractually past due 90 days and (c) other loans for which terms 
have been restructured, to provide a reduction or deferral of interest or 
principal, because of a deterioration in the financial position of the 
borrower.  The subsidiary banks recognize income principally on the accrual 
basis of accounting.  When loans are classified as nonaccrual, the accrued 
interest is charged off, and no further interest is accrued.  Loans, 
excluding credit card loans, are placed on a nonaccrual basis either: 
(1) when there are serious doubts regarding the collectibility of principal 
or interest, or (2) when payment of interest or principal is 90 days or more
past due and either (i) not fully secured or (ii) not in the process of 
collection.  If a loan is determined by management to be uncollectible, the 
portion of the loan determined to be uncollectible is then charged to the 
Allowance for Loan Losses.  Credit card loans are classified as sub-standard 
when payment of interest or principal is 90 days past due.  Litigation 
accounts are placed on nonaccrual until such time as deemed uncollectible.  
Credit card loans are charged off when payment of interest or principal 
exceeds 180 days past due, but are turned over to the credit card recovery 
department, to be pursued until such time as they are determined, on a 
case-by-case basis, to be uncollectible.  

       The following tables present information concerning nonperforming 
assets, including nonaccrual and restructured loans and other real estate 
owned.

                             NONPERFORMING ASSETS

                                                                          Years Ended December 31,           
                                          ---------------------------------------------------------------------------------------
(Dollars in Thousands)                       1994               1993                1992                1991             1990     
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Nonaccrual loans                          $    2,052         $    2,813          $    4,374         $     1,260       $    1,325
Loans past due 90 days or more                                                                                         
 (principal or interest payments)                965              1,019               1,337               1,791            4,674
Restructured                                     115                344                 350                  --               --
                                           ---------          ---------           ---------          ----------        ---------
  Total nonperforming loans                    3,132              4,176               6,061               3,051            5,999
                                           ---------          ---------           ---------          ----------        ---------
Other nonperforming assets:
  Other real estate owned (f1)                 1,649              2,514               2,834               5,139            4,733
  In-substance foreclosure                        81                363               1,225                  --            1,955
  Other nonperforming assets                     776                992                 212                  --               --
                                           ---------          ---------           ---------          ----------        ---------
    Total other
      nonperforming assets                     2,506              3,869               4,271               5,139            6,688
                                           ---------          ---------           ---------          ----------        ---------
  Total nonperforming assets              $    5,638         $    8,045          $   10,332         $     8,190       $   12,687
                                           =========          =========           =========          ==========        =========

Net charge-offs to average loans                0.43%              0.36%               0.91%               0.80%            0.62%
Allowance for loan losses to total loans        1.86%              1.88%               1.56%               1.60%            1.36%
Allowance for loan losses                     
 to nonperforming loans                       248.73%            177.92%              94.84%             173.78%           75.13%
Nonperforming loans to total loans              0.75%              1.06%               1.65%               0.92%            1.81%
Nonperforming assets to total assets            0.79%              1.09%               1.46%               1.22%            1.96%
<FN>
(1)   Assets constituting other real estate owned are generally marked down to
appraised value less estimated selling expense at the time of transfer from 
the loan portfolio, and are appraised annually thereafter, with the value then
adjusted to then-market value, if lower, until disposition.  

           Approximately $269,000 and $347,000 of interest income would have 
been recorded for the periods ended December 31, 1994 and 1993, respectively, 
if the nonaccrual loans had been accruing interest in accordance with their
original terms.  There was no interest income on the nonaccrual loans 
recorded for the period ended December 31, 1994.
 
Allowance for Loan Losses

           An analysis of the Allowance for Loan Losses for the last five 
fiscal years is shown in the table below:


                                                                       Years Ended December 31,
                                                --------------------------------------------------------------------
(Dollars in Thousands)                             1994         1993            1992          1991          1990 
--------------------------------------------------------------------------------------------------------------------
                                                                                         
Balance of allowance for loan losses
 at beginning of period                          $   7,430     $   5,748      $   5,302     $   4,507    $   3,878
                                                  --------      --------       --------      --------     --------
Loans charged off:
     Consumer:
         Credit cards                                1,690         1,761          1,944         1,681        1,461
         Other consumer                                152           171            127           159          191
         Student loans                                   2             2             11            23          141
                                                  --------      --------       --------      --------     --------
             Total consumer                          1,844         1,934          2,082         1,863        1,793
                                                  --------      --------       --------      --------     --------
     Real estate:
         Construction                                   --            40              5           289           --
         Single family residential                     213            31             44            57           17
         Other commercial                               --             6            168           628          546
                                                  --------      --------       --------      --------     --------
             Total real estate                         213            77            217           974          563
                                                  --------      --------       --------      --------     --------
     Commercial:
         Commercial                                     --            40          1,297            88           53
         Agricultural                                   53            --             74           159           --
                                                  --------      --------       --------      --------     --------
             Total commercial                           53            40          1,371           247           53
                                                  --------      --------       --------      --------     --------
             Total loans charged off                 2,110         2,051          3,670         3,084        2,409
                                                  --------      --------       --------      --------     --------
Recoveries of loans previously charged off:                                                               
Consumer:
         Credit cards                                  306           211            196           173          185
         Other consumer                                 70            77             44            64           59
         Student loans                                   2             1             18             8            6
                                                  --------      --------       --------      --------     --------
             Total consumer                            378           289            258           245          250
                                                  --------      --------       --------      --------     --------
     Real estate:
         Single family residential                       7             5             24            13           24
         Other commercial                               16             3             81            48           55
                                                  --------      --------       --------      --------     --------
             Total real estate                          23             8            105            61           79
                                                  --------      --------       --------      --------     --------
     Commercial:
         Commercial                                     18           345             12            17           28
         Agricultural                                    1            85             --             4           --
                                                  --------      --------       --------      --------     --------
             Total commercial                           19           430             12            21           28
                                                  --------      --------       --------      --------     --------
             Total recoveries                          420           727            375           327          357
                                                  --------      --------       --------      --------     --------
Net loans charged off                                1,690         1,324          3,295         2,757        2,052
Additions to reserve charged                      
 to operating expense                                2,050         3,006          3,741         3,552        2,681
                                                  --------      --------       --------      --------     --------
Balance, end of period                           $   7,790     $   7,430      $   5,748     $   5,302    $   4,507
                                                  ========      ========       ========      ========     ========

           The amounts of additions to the allowance during the year 1994 were
based on management's judgment, with consideration given to the composition of
the portfolio, historical loan loss experience, assessment of current economic
conditions, past due loans, loans which could be future problems and net 
losses from loan charge-offs for the past five years.  It is management's 
practice to review the allowance on a monthly basis, to determine whether 
additional provisions should be made to the allowance after considering the 
factors noted above.

           The Bank's senior loan committee, comprised of outside directors, 
has oversight responsibility for approving commercial and individual loans in 
excess of $100,000 unsecured, and $200,000 secured, and monitoring loan
delinquencies, the status of non-performing assets and the evaluation of 
allowance for loan losses.  In addition, the committee ratifies and/or 
approves loans made by other banking subsidiaries in excess of 13.5% of any 
such bank's equity capital.  The Bank's agricultural committee, composed of 
outside directors whose occupations are closely tied to the farming industry, 
have oversight responsibility for the agricultural loan portfolio.  The 
responsibilities and approval authorities of this committee are the same as 
the senior loan committee, as they pertain to agricultural loans.

           The Company's special services group is responsible for serving all
subsidiaries of the Company in the audit, loan review, and compliance areas.  
In the area of loan review, periodic audits of each subsidiary are scheduled 
for the purpose of evaluating asset quality, adequacy of loan losses, and 
effectiveness of loan administration.  The special services group prepares 
loan review reports, which identify deficiencies, establish recommendations 
for improvement, and outline management's proposed action plan for curing the 
deficiencies.  This report is provided to a corporate audit committee, which 
includes outside members of the Company's Board of Directors and selected 
senior affiliate directors.  The audit committee monitors the reported items 
until the exceptions are cleared.

           Based on the above-noted procedures, management is of the opinion 
that the allowance at December 31, 1994, of $7.8 million is adequate.  While 
management believes the current allowance is adequate, changing economic 
conditions and other conditions may require future additions to the allowance.
Moreover, the allowance is subject to regulatory examination and determination
as to adequacy.  Although not presently anticipated, adjustments to the 
allowance may result from regulatory examinations.

           The Company allocates the Allowance for Loan Losses according to 
the amount deemed to be reasonably necessary to provide for the possibility 
of losses being incurred within the categories of loans set forth in the 
tables below.

                        ALLOCATION OF ALLOWANCE FOR LOAN LOSSES

                                                                         December 31, 
                            ------------------------------------------------------------------------------------------------------
                                   1994                 1993                 1992                 1991                 1990         
                            ------------------   ------------------   ------------------   ------------------   ------------------
                            Allowance  Percent   Allowance  Percent   Allowance  Percent   Allowance  Percent   Allowance  Percent
(Dollars in Thousands)      Amount    of loans*  Amount    of loans*  Amount    of loans*  Amount    of loans*  Amount    of loans*
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                           
Consumer:
  Credit card                $ 2,625   39.3 %    $ 2,430    42.8 %    $ 2,232    44.0 %    $ 1,922    37.2 %    $ 1,510    31.8 %
  Student loans                  100   15.0 %        100    16.6 %        100    16.0 %        100    16.6 %        201    16.7 %
  Other                          324    9.8 %        299     9.3 %        483     8.7 %        458     9.9 %        312    11.0 %

Real estate:
  Real estate construction        --    1.5 %         13     1.6 %         74     1.3 %         69      .8 %         65     1.1 %
  Single family residential      343   10.3 %      1,009     9.2 %        310    11.5 %        385    15.3 %        345    16.6 %
  Other commercial             1,510   10.6 %        701     9.6 %      1,261     7.6 %      1,525     7.4 %        950     8.9 %

Commercial:
  Commercial                     362    6.9 %        339     5.1 %        295     5.7 %        577     6.6 %        453     8.2 %
  Agricultural                    32    3.8 %         --     4.1 %        188     3.5 %        207     4.0 %        154     4.3 %
  Financial institutions         145    1.6 %        161      .8 %         --      .8 %         --     1.0 %         --      .8 %

Other                             --    1.2 %         --      .9 %          3      .9 %          2     1.2 %         --      .6 %
                                                   
Unallocated                    2,349     -- %      2,378      -- %        802      -- %         57      -- %        517      -- %
                              ------  -----       ------   -----       ------   -----       ------   -----       ------   -----
  Total                      $ 7,790  100.0 %    $ 7,430   100.0 %    $ 5,748   100.0 %    $ 5,302   100.0 %    $ 4,507   100.0 %
                              ======  =====       ======   =====       ======   =====       ======   =====       ======   =====
<FN>
* Percentage of loans in each category to total loans

Investments and Securities

           The Company's securities portfolio is the second largest component 
of earning assets and provides a significant source of revenue.  Securities 
are classified as either trading, available-for-sale, or held-to-maturity.

           Trading securities, which include any security held primarily for 
near-term sale, are carried at fair value.  Gains and losses on trading 
securities, both realized and unrealized, are included in other income.

           Available-for-sale securities, which include any security for 
which the subsidiary banks have no immediate plan to sell but which may be 
sold in the future, are carried at fair value.  Realized gains and losses, 
based on specifically identified amortized cost of the specific security, are 
included in other income.  Unrealized gains and losses are recorded, net of 
related income tax effects, in stockholders' equity.  Premiums and discounts 
are amortized and accreted, respectively, to interest income, using the 
constant-yield method over the period to maturity.

           Held-to-maturity securities, which include any security for which 
the subsidiary banks have the positive intent and ability to hold until 
maturity, are carried at historical cost, adjusted for amortization of 
premiums and accretion of discounts.  Premiums and discounts are amortized 
and accreted, respectively, to interest income, using the constant-yield
method over the period to maturity.

           Interest and dividends on investments in debt and equity securities
are included in income when earned.

           Held-to-maturity and available-for-sale investment securities were 
$142.4 million and $29.6 million, respectively, at December 31, 1994, compared
to the combined amount of $198.6 million at December 31, 1993.  The Company's
philosophy regarding investments is conservative, based on investment type 
and maturity. Investments in the held-to-maturity portfolio include U.S. 
Treasury securities, U.S. government agencies, mortgage-backed securities, 
and municipal securities.  As of December 31, 1994, $87.9 million, or 61.8%, 
of the held-to-maturity securities were invested in  U.S. Treasury securities 
and obligations of U.S. government agencies, of which $21.9 million, or 15.4%,
was invested in securities with maturities of one year or less, and $61.8 
million, or 43.4%, was invested in securities with maturities of one to five 
years.  In the available-for-sale securities, $26.6 million, or 89.8% of the 
securities were in U.S. Treasuries and obligations of U.S. government 
agencies, all of which will mature in less than five years.  In order to 
reduce the Company's income tax burden, an additional $50.9 million, or 35.8%,
of the held-to-maturity securities portfolio, was invested in tax-exempt 
obligations of state and political subdivisions.  There are no tax-exempt 
securities in the available-for-sale portfolio.  There are no securities of 
any one issuer exceeding ten percent of the Company's stockholders' equity
at December 31, 1994.  The Company has approximately $3.5 million, or 2.5%, 
in GNMA and other mortgaged-backed securities in its held-to-maturity 
portfolio.  It is the Company's general policy not to invest in derivative 
type investments, except for collateralized mortgage-backed securities for 
which collection of principal and interest is not subordinated to significant 
superior rights held by others.

           As of December 31, 1994, the held-to-maturity investment portfolio 
has gross unrealized gains of $1.0 million and gross unrealized losses of 
$4.0 million.  Net realized gains from called securities for 1994 were 
$130,000, down from net realized gains of $140,000 in 1993, and up from net 
realized gains of $59,000 in 1992. 

           The table below presents the carrying value and the fair value of 
investment securities for each of the years indicated.
                         
                             INVESTMENT SECURITIES

                                                               Years Ended December 31,
                  -----------------------------------------------------------------------------------------------------------------
                                 1994                                  1993                                  1992     
                  -------------------------------------  ------------------------------------  ------------------------------------
                                                 Fair                                  Fair                                  Fair   
(Dollars in       Amortized  Gross unrealized    value   Amortized  Gross unrealized   value   Amortized  Gross unrealized  value  
 Thousands)         cost      Gain   (Loss)       (1)      cost      Gain    (Loss)     (1)     cost       Gain   (Loss)     (1)    
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                      
Held to Maturity

U.S. Treasury     $ 74,544  $  349  $ (1,479)  $ 73,414  $132,778  $ 5,599  $  (33)  $138,344  $122,171  $ 5,603  $   --   $127,774
U.S. 
 Government
 agencies           13,375      32      (289)    13,118    13,215      546     (28)    13,733    38,922    1,005     (11)    39,916
Mortgage-backed
 securities(2)       3,551       6      (244)     3,313     1,008       24     (10)     1,022     1,310       24     (22)     1,312
State and
 political                          
 subdivisions       50,904     577    (1,962)    49,519    49,438    2,680     (52)    52,066    40,130    1,529    (303)    41,356
Other
 securities             --      --        --         --     2,187      365      (1)     2,551       461      513      (1)       973
                   -------   -----   -------    -------   -------   ------   -------  -------   -------   ------   -----    -------
                  $142,374  $  964  $ (3,974)  $139,364  $198,626  $ 9,214  $ (124)  $207,716  $202,994  $ 8,674  $ (337)  $211,331
                   =======   =====   =======    =======   =======   ======   =======  =======   =======   ======   =====    =======

Available for Sale

U.S. Treasury     $ 25,701  $   96  $   (202)  $ 25,595
U.S. 
 Government
 agencies            1,002       3        --      1,005
Other
 securities          2,554     457        (1)     3,010
                   -------   -----   -------    -------
                  $ 29,257  $  556  $   (203)  $ 29,610
                   =======   =====   =======    =======
<FN>
(1)   The fair value of the Company's financial instruments is determined 
pursuant to Statement of Financial Accounting Standards No. 107.  Because no 
market exists for a significant portion of the Company's financial 
instruments, fair value estimates are based on judgments concerning future 
expected loss experience, current economic conditions, risk characteristics
of various financial instruments and other factors.  See Note 15 of Notes to 
Consolidated Financial Statements.
(2)   Consist of securities issed by GNMA, FNMA, and FHLMC. 

           The following table reflects the amortized cost and estimated 
market value of debt securities at December 31, 1994, by contractual maturity,
the weighted average yields (for tax-exempt obligations on a fully taxable 
basis, assuming a 34% tax rate) of such securities and the taxable equilvalent
adjustment used in calculating the yields.  Expected maturities will differ
from contractual maturities, because borrowers may have the right to call or 
prepay obligations, with or without call or prepayment penalties.

              MATURITY DISTRIBUTION OF INVESTMENT SECURITIES

                                                            December 31, 1994                                                    
                       ------------------------------------------------------------------------------------------------
                                      Over        Over
                                     1 year      5 years       Over
                         1 year       thru       thru 10        10         No fixed                 Par        Market
(Dollars in Thousands)   or less     5 years      years        years       maturity    Total       value        Value    
------------------------------------------------------------------------------------------------------------------------
                                                                                     
Held to Maturity

U.S. Treasury           $  21,921   $  48,688   $   3,935   $      --    $      --   $  74,544   $  74,380    $  73,414
U.S. government
   agencies                    --      13,071         304          --           --      13,375      13,300       13,118
Mortgage-backed
 securities                                                                  3,551       3,551       3,427        3,313
States and political
   subdivisions             1,838      10,926      32,992       5,148           --      50,904      51,144       49,519
                         --------    --------    --------    --------     --------    --------    --------     --------
                        $  23,759   $  72,685   $  37,231   $   5,148    $   3,551   $ 142,374   $ 142,251    $ 139,364
                         ========    ========    ========    ========     ========    ========    ========     ========
                                               
Percentage of total         16.69%      51.05%      26.15%       3.62%        2.49%     100.00%
                            ======      ======      ======       =====        =====     =======
Weighted average (1)         4.95%       7.05%       7.72%      10.07%        6.62%       6.99%
                             =====       =====       =====      ======        =====       =====
Available for Sale 

U.S. Treasury           $   6,501   $  19,200   $      --   $      --    $      --   $  25,701   $  25,500    $  25,595
U.S. government
   agencies                    --       1,002          --          --           --       1,002       1,000        1,005
Other securities               --          --          --          --        2,554       2,554          --        3,010
                         --------    --------    --------    --------     --------    --------    --------     --------
                        $   6,501   $  20,202   $      --    $     --      $   2,554   $  29,257   $  26,500    $  29,610
                         ========    ========    ========    ========     ========    ========    ========     ========

Percentage of total         22.22%      69.05%       0.00%       0.00%        8.73%     100.00%
                            ======      ======       =====       =====        =====     =======
Weighted average (1)         9.26%       7.09%                                            7.70%
                             =====       =====                                            =====
<FN>
(1)       The weighted average yields are based on book value and effective 
yields, weighted for the scheduled maturity of each security.  Yields
on tax-exempt obligations have been computed on a fully  taxable equivalent 
basis. 

          As of January 1, 1994, the Company adopted Financial Accounting 
Standard Board Statement (FAS) No. 115, "Accounting for Certain Investments 
in Debt and Equity Securities," which requires the classification of
securities into one of three categories:  Trading, Available-for-Sale or 
Held-to-Maturity.  

          Trading account securities are used to provide inventory for resale.
These securities will be carried at market value and will be included in 
short-term investments.  Gains and losses, both realized and unrealized, are 
reflected in earnings.

          Debt securities are classified as Held-to-Maturity when the Company 
has the positive intent and ability to hold the securities to maturity.  Held-
to-Maturity securities will be stated at amortized cost.

          Securities not classified as Trading or Held-to-Maturity will be 
classified as Available-for-Sale.  Available-for-Sale securities will be 
stated at fair value, with unrealized gains and losses, net of tax, reported 
in a separate component of shareholders' equity.  The Company may sell these 
securities prior to maturity in response to liquidity demands.  They also may 
be used as a means of adjusting the interest rate sensitivity of the Company's
balance sheet, through sale and reinvestment.  As of December 31, 1994, the 
adoption of FAS No. 115 resulted in a net increase in stockholders' equity of
approximately $233,000.  This increase in stockholders' equity will adjust in
future periods, as changes in market conditions occur.

Trading Portfolio

     The Company's trading account is established and maintained for the 
benefit of the dealer bank division.  All activities in the account are 
performed by dealer bank personnel solely for operations in that division.  
The trading account is typically used to provide inventory for resale and is 
not used to take advantage of short-term price movements.

Deposits and Short-Term Borrowings

     Total average deposits for 1994 were $580.0 million, compared to $585.6 
million in 1993.   The year-end balances of time deposits over $100,000 were 
$55.2 million in 1994, compared to $61.4 million in 1993.

     The following table reflects the classification of the average deposits 
and the average rate paid on each deposit category which are in excess of 10
percent of average total deposits for the three years ended December 31, 1994.
   
                    AVERAGE DEPOSIT BALANCES AND RATES

                                                                              December 31,            
                                      --------------------------------------------------------------------------------------------
                                                  1994                             1993                            1992
                                      ------------------------------    ---------------------------     --------------------------
                                          Average      Average            Average       Average             Average     Average
(Dollars in Thousands)                    amount      rate paid           amount       rate paid            amount     rate paid
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Non-interest-bearing
  demand deposits                       $  105,856        --            $  116,744        --            $   98,482        --
Interest-bearing transaction
  and savings deposits                     232,351      2.26%              200,122      2.61%               216,591     2.73%
Time deposits                            
$100,000 or more                            53,479      3.61%               56,759      3.32%                61,057     4.65%
Other time deposits                        188,307      3.87%              211,980      3.37%               202,017     4.33%
                                         ---------                       ---------                        ---------
     Total                              $  579,993                      $  585,605                       $  578,147               
                                         =========                       =========                        =========

           The following table sets forth by time remaining to maturity, 
deposits (exclusive of regular savings) in amounts of $100,000 or more at 
December 31, 1994 and 1993, respectively.  

              MATURITIES OF LARGE DENOMINATION TIME DEPOSITS

                                               Time Certificates of Deposit           
                                                   ($100,000 or more)                                                  
                            -------------------------------------------------------------
                                                     December 31,                                                     
                            -------------------------------------------------------------
                                        1994                           1993                   
                            -----------------------------   -----------------------------                      
(Dollars in Thousands)         Balance         Percent         Balance        Percent       
----------------------------------------------------------------------------------------     
                                                                 
Maturing:
 Three months or less        $   24,444         44.27 %      $   25,898         42.21 % 

Over 3 months
 to 6 months                     16,286         29.49 %          20,799         33.90 %

Over 6 months
 to 12 months                     8,866         16.05 %          11,010         17.95 % 

Over 12 months                    5,626         10.19 %           3,646          5.94 %
                              ---------       -------         ---------       -------
     Total                   $   55,222        100.00 %      $   61,353        100.00 %
                              =========       =======         =========       =======

           Federal funds purchased and securities sold under agreements to 
repurchase were $23.9 million at December 31, 1994, as compared to $26.3 
million at December 31, 1993.  Other short-term borrowings, consisting of U.S.
Treasury Note borrowings, decreased at December 31, 1994, to $1.6 million, 
as compared to $5.0 million at December 31, 1993.

           The Company has historically funded its growth in earning assets 
through the use of core deposits, large certificates of deposits from local 
markets, and federal funds purchased.  On May 12, 1993, the Company issued 
and sold 700,000 shares of Class A Common Stock.  And on June 10, 1993, the 
Company issued and sold an additional 105,000 shares.  The net proceeds to 
the Company stockholders' equity after expenses was $16.1 million.  
Management anticipates that these sources will provide necessary funding in 
the foreseeable future.  It is the Company's general policy to avoid the use 
of brokered deposits.

Long Term Debt

           The Companys' long-term debt was $12.1 million and $12.2 million 
at December 31, 1994 and 1993, respectively.  The Company's Capital Notes, 
due June 30, 1997, of which $11.0 million were outstanding at December 31, 
1994 and 1993, respectively, are the major component of the Company's long-
term debt.  Interest on the Capital Notes is payable quarterly, and the 
interest rate is adjusted quarterly to the then prime rate offered by Chase 
Manhattan in New York.  At December 31, 1994, the Chase Manhattan Bank, N.A.,
prime rate was 7.75%. 

Capital

           Appropriate capital management is essential to finance future 
growth and maintain the confidence of deposit customers, investors, and 
banking regulatory agencies.  The Federal Reserve Board has approved new 
risk-based guidelines which establish a risk-adjusted ratio, relating capital 
to different categories of assets and off-balance sheet exposures, such
as loan commitments and standby letters of credit.  With respect to capital, 
the guidelines place a strong emphasis on tangible common stockholders' equity
as the core element of the capital base, with appropriate recognition of other
components of capital.  The guidelines set a minimum risk-adjusted ratio for 
total capital of 8.0% by the end of 1992.  At December 31, 1994, the Tier 1 
Capital ratio was 19.25%, while the Company's risk-adjusted ratio for total 
capital, as of December 31, 1994, was 21.56%, both of which exceed the capital
minimums established in the new risk-based capital requirements.  

           The Company's risk-based capital ratios at December 31, 1994 and 
1993 are presented below, followed by the capital ratios of each of the three 
bank subsidiaries, as of December 31, 1994.

                      CONSOLIDATED RISK-BASED CAPITAL

                                                                 December 31,                            
                                                      ----------------------------------
(Dollars in Thousands)                                     1994               1993               
----------------------------------------------------------------------------------------
                                                                    
Tier 1 capital:
  Stockholders' equity                                 $    83,700         $    75,335
  Less goodwill                                              2,392               2,713
  Less unrealized gain (loss) on AFS securities                233                  --
                                                        ----------          ----------
    Total tier 1 capital                                    81,075              72,622
Tier 2 capital:
  Qualifying allowance for loan losses                       5,331               5,307
  Qualifying long-term debt                                  4,400               6,600
                                                        ----------          ----------
    Total capital                                      $    90,806         $    84,529
                                                        ==========          ==========
Risk-weighted assets                                   $   421,115         $   422,437
                                                        ==========          ==========
Ratios at end of year:
  Leverage ratio                                             11.47 %             10.21 %
  Risk-based capital                                    
  Tier 1 capital                                             19.25 %             17.19 %
      Total capital                                          21.56 %             20.01 %
  Minimum guidelines
      Leverage ratio                                          3.00 %              3.00 %
      Tier 1 capital                                          4.00 %              4.00 %
      Total capital                                           8.00 %              8.00 %

                                                                        
               CAPITAL ADEQUACY MEASURES BY SUBSIDIARY BANKS

                                                      Year Ended December 31, 1994
                                        -------------------------------------------------------
                                           Simmons First     Simmons First      Simmons First
                                           National Bank         Bank                Bank
(Dollars in Thousands)                      Pine Bluff         Jonesboro         Lake Village        
-----------------------------------------------------------------------------------------------
                                                                        
Stockholders' equity                       $   53,271         $    6,046          $    3,352

Leverage ratio                                   8.63 %             8.13 %              9.45 %
Risk-Based capital
  Tier 1 Capital                                14.10 %            13.70 %             22.01 %
  Total capital                                 15.36 %            14.96 %             23.28 %


LIQUIDITY AND INTEREST RATE SENSITIVITY

Parent Company

           The Company has leveraged its investment in subsidiary banks and 
depends upon the dividends paid to it, as the sole shareholder of the 
subsidiary banks, as a principal source of funds for debt service require-
ments.  At December 31, 1994, retained earnings of the Company's subsidiaries 
were approximately $62.7 million, of which approximately $13.0 million was 
available for the payment of dividends to the Company without regulatory 
approval.  In addition to dividends, other sources of liquidity for the 
Company are the sale of equity securities and the borrowing of funds.

Banking Subsidiaries

           Generally speaking, the Company's banking subsidiaries rely upon 
net inflows of cash from financing activities, supplemented by net inflows of 
cash from operating activities, to provide cash used in their investing 
activities.  As is typical of most banking companies, significant financing 
activities include: deposit gathering; use of short-term borrowing facilities,
such as federal funds purchased and repurchase agreements; and the issuance of
long-term debt.  The banks' primary investing activities include loan 
originations and purchases of investment securities, offset by loan payoffs 
and investment maturities.
 
           Liquidity represents an institution's ability to provide funds to 
satisfy demands from depositors and borrowers, by either converting assets 
into cash or accessing new or existing sources of incremental funds.  It is a 
major responsibility of management to maximize net interest income within 
prudent liquidity constraints.  Internal corporate guidelines have been 
established to constantly measure liquid assets, as well as relevant ratios 
concerning earning asset levels and purchased funds.  Each bank subsidiary is 
also required to monitor these same indicators and report regularly to its own
senior management and board of directors.  At year end, each bank was within 
established guidelines, and total corporate liquidity was strong.  At December
31, 1994, cash and cash equivalents, trading and available-for-sale 
securities, and mortgage loans held for sale were 16.13% of total assets, as 
compared to 13.62% at December 31, 1993.

Interest Rate Sensitivity

           Management continuously reviews the Company's exposure to changes 
in interest rates.  Among the factors considered during its evaluations are 
changes in the mix of earning assets, growth of earning assets, interest rate 
spreads and repricing periods.  Management forecasts and models the impact 
various interest rate fluctuations would have on net interest income.  One 
such model measures the interest rate sensitivity gap, which presents, at a 
particular point in time, the matching of interest rate sensitive assets with 
interest rate sensitive liabilities.  

           As shown in the schedule below, the cumulative rate sensitive 
assets to rate sensitive liabilities at six months and one year, respectively,
was 97.78% and 111.60%.  A financial institution is considered to be liability 
sensitive, or as having a negative GAP, when the amount of its interest-
bearing liabilities maturing or repricing within a given time period exceeds 
the amount of its interest-earning assets also maturing or repricing within 
that time period.  Conversely, an institution is considered to be asset 
sensitive, or as having a positive GAP, when the amount of its interest-
bearing liabilities maturing and repricing is less than the amount of its 
interest-earning assets also maturing or repricing during the same period.  
Generally, in a falling interest rate environment, a negative GAP should 
result in an increase in net interest income, and in a rising interest rate 
environment this negative GAP should adversely affect net interest income.   
The converse would be true for a positive GAP: the long-term effect of rising 
interest rates would tend to increase net interest income because of the 
positive GAP ratio.  However, the negative GAP for the short-term would cause 
a decrease in net interest income, as a result of rising rates for 
approximately six months.  Since conditions change on a daily basis, these
theoretical conclusions may not be indicative of actual future results.


                RATE SENSITIVE ASSETS AND LIABILITIES

                                                          Year Ended December 31, 1994             
                                   ----------------------------------------------------------------------------
                                                                                                    Cumulative
                                                                                                      RSA(1)
(Dollars in Thousands,                                                             Cumulative          to
 except ratios)                       Assets        Liabilities       Gap              Gap            RSL(2)      
---------------------------------------------------------------------------------------------------------------
                                                                                     
Floating rate                       $   75,784     $   37,046      $   38,738      $   38,738        204.57%
Fixed rate maturing in:                                                                             
1 month                                 32,621        155,539        (122,918)        (84,180)        56.29%
2 months                                12,490         22,301          (9,811)        (93,991)        56.26%
3 months                               156,953         20,886         136,067          42,076        117.85%
4 months                                 6,632         30,887         (24,255)         17,821        106.68%
5 months                                 6,868         18,502         (11,634)          6,187        102.17%
6 months                                 4,379         17,286         (12,907)         (6,720)        97.78%
6 months - 1 year                       80,575         34,732          45,843          39,123        111.60%
1 - 2 years                             89,981         55,082          34,899          74,022        118.87%
2 - 3 years                             56,337         33,140          23,197          97,219        122.85%
3 - 4 years                             23,614         18,988           4,626         101,845        122.92%
4 - 5 years                             33,834         28,991           4,843         106,688        122.54%
Over 5 years                            59,444         38,289          21,155         127,843        124.99%
                                     ---------      ---------       ---------        
    Total                           $  639,512     $  511,669      $  127,843
                                     =========      =========       =========
<FN>
(1) Rate Sensitive Assets
(2) Rate Sensitive Liabilities


QUARTERLY RESULTS

Selected unaudited quarterly financial information for the latest eight 
quarters is shown in the table below.



                                                                            Quarter                                                 
(Dollars in Thousands,                     -----------------------------------------------------------------------------
 except per share data)                        First          Second          Third         Fourth           Total
------------------------------------------------------------------------------------------------------------------------
                                                                                           
       1994
       ----

Net interest income                          $   7,133       $   7,336      $   7,422      $   7,368       $   29,259
Provision for possible loan losses                 525             525            525            475            2,050
Non-interest income                              6,966           6,070          6,161          5,650           24,847
Non-interest expense                             9,938           9,618          9,353          9,506           38,415
Net realized gains on securities                    29              27             74             --              130
Net income                                       2,627           2,352          2,653          2,228            9,860
Earnings per common share                         0.71            0.64           0.73           0.60             2.68


       1993
       ----

Net interest income                          $   6,938       $   7,021      $   7,190      $   7,301       $   28,450
Provision for possible loan losses                 864             714            714            714            3,006
Non-interest income                              6,345           6,279          6,646          6,859           26,129
Non-interest expense                             9,464           9,429          9,616         10,202           38,711
Net realized gains on securities                    21              --             70             49              140
Net income                                       2,138           2,318          2,507          2,433            9,396
Earnings per common share                         0.74            0.71           0.68           0.65             2.78


ITEM 8.            CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                                INDEX                                    Page
                                                                         ----

Independent Accountants' Report. . . . . . . . . . . . . . . . . . . . .  33
Consolidated Balance Sheets December 31, 1994 and 1993 . . . . . . . . .  34
Consolidated Statements of Income Years Ended
  December 31, 1994, 1993, and 1992 . . . . . . . . . . . . . . . . . . . 35
Consolidated Statements of Cash Flows Years Ended
  December 31, 1994, 1993, and 1992 . . . . . . . . . . . . . . . . . . . 36
Consolidated Statements of Changes in Stockholders'
  Equity Years Ended December 31, 1994, 1993, and 1992. . . . . . . . . . 37
Notes to Consolidated Financial Statements December 31,
  1994, 1993 and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . 38


      Note:  Supplementary Data may be found in Item 7, "Management's 
Discussion and Analysis of Financial Condition and Results of Operations - 
Quarterly Results" on page 11 hereof.

                        INDEPENDENT ACCOUNTANTS' REPORT
                        -------------------------------


Board of Directors
Simmons First National Corporation
Pine Bluff, Arkansas

             We have audited the accompanying consolidated balance sheets of 
SIMMONS FIRST NATIONAL CORPORATION as of December 31, 1994 and 1993, and the 
related consolidated statements of income, changes in stockholders' equity, 
and cash flows for each of the three years in the period ended December 31, 
1994.  These financial statements are the responsibility of the Corporation's 
management.  Our responsibility is to express an opinion on these 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 
audit 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 
SIMMONS FIRST NATIONAL CORPORATION as of December 31, 1994 and 1993, and the 
results of its operations and cash flows for each of the three years in the 
period ended December 31, 1994, in conformity with generally accepted 
accounting principles.

             As discussed in Note 18 to the financial statements, the Company 
changed its method of accounting for investment securities in 1994.  

                                        /s/ Baird. Kurtz & Dobson
                         
                                         BAIRD, KURTZ & DOBSON


Pine Bluff, Arkansas
January 27, 1995

                     SIMMONS FIRST NATIONAL CORPORATION
                        CONSOLIDATED BALANCE SHEETS
                         DECEMBER 31, 1994 and 1993


(Dollars in Thousands)                                                     1994          1993    
-------------------------------------------------------------------------------------------------
                                                                               
ASSETS
------

Cash and non-interest bearing balances due from banks                   $   33,476    $   34,995
Interest-bearing balances due from banks                                       101            25
Federal funds sold                                                          40,425        14,070
                                                                         ---------     ---------
           Cash and cash equivalents                                        74,002        49,090

Investment securities - taxable (Note 2)                                 
   Held-to-maturity                                                         91,470       149,188
   Available-for-sale                                                       29,610            --
Investment securities - non-taxable (Note 2)
   Held-to-maturity                                                         50,904        49,438
Mortgage loans held for sale, net of unrealized 
   gains (losses)                                                            8,720        47,775
Trading securities (Note 2)                                                  2,734         3,759
Loans - non-taxable (Note 4)                                                 2,021         2,470
Loans - taxable (Note 4)                                                   416,371       391,956
   Allowance for loan losses (Note 4)                                       (7,790)       (7,430)
                                                                         ---------     ---------
           Net loans                                                       410,602       386,996

Premises and equipment (Note 6)                                             12,115        10,220
Foreclosed assets held for sale, net (Note 5)                                1,730         2,877
Interest receivable                                                          6,289         5,829
Cost of loan servicing rights acquired                                       3,825         4,184
Excess cost over fair value of net assets acquired, at amortized cost        2,392         2,713
Other assets                                                                18,869        26,691
                                                                         ---------     ---------
           TOTAL ASSETS                                                 $  713,262    $  738,760
                                                                                     ==================     ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Non-interest-bearing transaction accounts                               $  109,564    $  135,468
Interest-bearing transaction accounts and savings deposits                 228,649       224,730
Time deposits (Note 7)                                                     245,325       250,157
                                                                         ---------     ---------
           Total deposits                                                  583,538       610,355
Federal funds purchased and securities sold
 under agreements to repurchase                                             23,931        26,347
Other borrowed funds:
   Short-term debt                                                           1,621         5,013
   Long-term debt (Note 9)                                                   1,144         1,178
   Capital notes (Note 9)                                                   11,000        11,000
Accrued interest and other liabilities                                       8,328         9,532
                                                                         ---------     ---------
           Total liabilities                                               629,562       663,425
                                                                         ---------     ---------
STOCKHOLDERS' EQUITY
--------------------
   Capital stock (Note 10)
       Class A common, par value $5 a share,
        authorized 10,000,000 shares, issued  and outstanding
        3,677,378 at 1994 and 1993                                          18,387        18,387
   Surplus                                                                  19,827        19,827
   Undivided profits (Note 21)                                              45,253        37,121
   Unrealized appreciation on available-for-sale                                       
       securities, net of income taxes of $120                                 233            --
                                                                         ---------     ---------
           Total Stockholders' Equity                                   $   83,700    $   75,335
                                                                         ---------     ---------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $  713,262    $  738,760
                                                                         =========     =========

See Notes to Consolidated Financial Statments


                       SIMMONS FIRST NATIONAL CORPORATION
                       CONSOLIDATED STATEMENTS OF INCOME
                  YEARS ENDED DECEMBER 31, 1994, 1993, and 1992

(Dollars in Thousands, except per share data)                                 1994              1993             1992  
----------------------------------------------------------------------------------------------------------------------------
                                                                                                  
INTEREST INCOME
   Loans - non-taxable                                                   $        160      $         180    $         226
   Loans - taxable                                                             30,875             28,209           28,237
   Federal funds sold                                                           1,218                738            1,625
   Investment securities - taxable
       Held-to-maturity                                                         5,696             10,234           12,108
       Available-for-sale                                                       2,803                 --               --
   Investment securities - non-taxable
       Held-to-maturity                                                         2,738              2,604            2,112
   Mortgage loans held for sale, net of unrealized                                          
       gains                                                                    2,081              2,236            1,469
   Assets held in trading account                                                 101                166              218
   Interest-bearing balances due from banks                                        55                 27               47
                                                                          -----------       ------------     ------------
           TOTAL INTEREST INCOME                                               45,727             44,394           46,042
                                                                          -----------       ------------     ------------
INTEREST EXPENSE
   Deposits:
       Interest-bearing transaction accounts and savings deposits               5,248              5,232            5,887
       Time deposits                                                            9,223              9,019           11,625
   Federal funds purchased and securities 
       sold under agreements to repurchase                                        962                841            1,094
   Other borrowed funds:
       Short-term debt                                                            163                 79               90
       Long-term debt                                                             122                113              119
       Capital notes                                                              750                660              702
                                                                          -----------       ------------     ------------
           TOTAL INTEREST EXPENSE                                              16,468             15,944           19,517
                                                                          -----------       ------------     ------------
NET INTEREST INCOME                                                            29,259             28,450           26,525
   Provision for possible loan losses (Note 4)                                  2,050              3,006            3,741
                                                                          -----------       ------------     ------------
NET INTEREST INCOME AFTER PROVISION
 FOR POSSIBLE LOAN LOSSES                                                      27,209             25,444           22,784
                                                                          -----------       ------------     ------------
NON-INTEREST INCOME
   Trust department income                                                      1,763              1,807            1,750
   Service charges on deposit accounts                                          2,263              2,296            2,124
   Other service charges and fees                                                 853                879              784
   Income (loss) on sale of mortgage loans, net of commissions                   (758)               767              553
   Income on investment banking, net of commissions                             1,247              1,618            2,182
   Net realized gains on securities                                               130                140               59
   Credit card fees                                                            10,636             10,867            9,575
   Loan service fees                                                            6,817              7,322            7,941
   Other operating income                                                       1,896                433              610
                                                                          -----------       ------------     ------------
           TOTAL NON-INTEREST INCOME                                           24,847             26,129           25,578
                                                                          -----------       ------------     ------------
NON-INTEREST EXPENSE
   Salaries and employee benefits                                              20,104             19,609           18,677
   Occupancy expense, net                                                       2,043              1,937            1,836
   Furniture & equipment expense                                                1,964              1,969            2,003
   Loss on foreclosed assets                                                    1,641              2,336            2,471
   Other operating expense (Note 14)                                           12,663             12,860           12,991
                                                                          -----------       ------------     ------------
           TOTAL NON-INTEREST EXPENSE                                          38,415             38,711           37,978
                                                                          -----------       ------------     ------------
INCOME BEFORE INCOME TAXES                                                     13,641             12,862           10,384
   Provision for income taxes (Note 8)                                          3,781              3,466            2,907
                                                                          -----------       ------------     ------------
NET INCOME                                                               $      9,860      $       9,396    $       7,477
                                                                          ===========       ============     ============
EARNINGS PER COMMON SHARE                                                $       2.68      $        2.78    $        2.60
                                                                          ===========       ============     ============
                                                                       
See Notes to Consolidated Financial Statements
                                                                          
                      SIMMONS FIRST NATIONAL CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 YEARS ENDED DECEMBER 31, 1994, 1993, and 1992


(Dollars in Thousands)                                                        1994              1993             1992   
----------------------------------------------------------------------------------------------------------------------------
                                                                                                    
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                                            $      9,860      $       9,396    $       7,477
   Items not requiring (providing) cash:                                 
   Depreciation and amortization                                                1,341              1,758            2,349
       Provision for loan losses                                                2,050              3,006            3,741
       Amortization of premiums and discounts on investment
        securities and mortgage-backed certificates                                50                517            1,032
       Deferred income taxes                                                       63               (780)            (488)
       Provision for  foreclosed assets                                           151                 71            1,062
       Net realized gains on securities                                          (130)              (140)             (59)
       Loss on sale of premises and equipment                                     (25)                (5)             (43)
   Changes in:
       Accrued interest receivable                                               (460)               821              283
       Mortgage loans held for sale                                            39,055            (23,414)          (9,626)
       Trading accounts                                                         1,025             (3,170)           5,181
       Other assets                                                             8,181             (2,716)          (4,464)
       Accounts payable and accrued expenses                                   (1,606)               321              (31)
       Income taxes payable                                                       219                874               37
                                                                          -----------       ------------     ------------
           Net cash provided by (used in) operating activities                 59,774            (13,461)           6,451
                                                                          -----------       ------------     ------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Net originations of loans                                                  (25,939)           (28,167)         (41,684)
   Purchase of premises and equipment                                          (3,634)            (2,172)          (1,992)
   Proceeds from sale of fixed assets                                             745                 25               58
   Proceeds from the sale of foreclosed assets                                  1,279                989            1,814
   Proceeds from maturities of available-for-sale securities                   98,209                 --               --
   Purchases of available-for-sale securities                                (103,709)                --               --
   Proceeds from maturities of held-to-maturity securities                     78,890             88,927           39,379
   Proceeds from the sale of investment securities                                 --                 --            3,770
   Purchases of held-to-maturity securities                                   (46,316)           (84,936)         (78,536)
                                                                          -----------       ------------     ------------
           Net cash used in investing activities                                 (475)           (25,334)         (77,191)
                                                                          -----------       ------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES                                                        
   Proceeds from sale of additional stock                                          --             16,110               --
   Net increase (decrease) in transaction accounts
    and savings deposits                                                      (21,985)            29,869           77,629
   Net decrease in certificates of deposit                                     (4,832)            (9,923)         (50,334)
   Repayments of other borrowings                                              (3,426)           (93,944)        (108,507)
   Proceeds from other borrowings                                                  --             95,980          107,733
   Dividends paid                                                              (1,728)            (1,390)          (1,150)
   Net increase (decrease) in federal funds purchased                                                        
    and securities sold under agreements to repurchase                         (2,416)           (12,876)             728
                                                                          -----------       ------------     ------------
           Net cash provided by (used in) financing activities                (34,387)            23,826           26,099
                                                                          -----------       ------------     ------------
INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                                              24,912            (14,969)         (44,641)
CASH AND CASH EQUIVALENTS,
 BEGINNING OF YEAR                                                             49,090             64,059          108,700
                                                                          -----------       ------------     ------------
CASH AND CASH EQUIVALENTS, END OF YEAR                                   $     74,002      $      49,090    $      64,059
                                                                          ===========       ============     ============
                                                                        
See Notes to Consolidated Financial Statements
                                                                          
                      SIMMONS FIRST NATIONAL CORPORATION
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
               YEARS ENDED DECEMBER 31, 1994, 1993, and 1992

                                                                                           Unrealized
                                                                                          Appreciation
                                                                                          on Available-               
                                              Common                          Undivided      For-Sale
(Dollars in Thousands)                        Stock           Surplus          Profits    Securities, Net    Total  
----------------------------------------------------------------------------------------------------------------------
                                                                                          
BALANCE, DECEMBER 31, 1991                   $    7,181      $    7,742     $   29,969     $              $   44,892

ADDITIONAL COMMON STOCK ISSUED 100%
   STOCK DIVIDEND (1,436,189 SHARES)              7,181                         (7,181)

NET INCOME                                                                       7,477                         7,477

CASH DIVIDENDS DECLARED
   ($.40 PER SHARE)                                                             (1,150)                       (1,150)
                                              ---------       ---------      ---------      ---------      ---------
BALANCE, DECEMBER 31, 1992                       14,362           7,742         29,115             --         51,219

SALE OF ADDITIONAL STOCK
   (805,000 shares at $22 per share)              4,025          12,085                                       16,110

NET INCOME                                                                       9,396                         9,396

CASH DIVIDENDS DECLARED
   ($.40 PER SHARE)                                                             (1,390)                       (1,390)
                                              ---------       ---------      ---------      ---------      ---------
BALANCE, DECEMBER 31, 1993                       18,387          19,827         37,121             --         75,335

ADOPTION OF FAS 115, NET OF 
  INCOME TAXES OF $487 (Note 18)                                                                  946            946

NET INCOME                                                                       9,860                         9,860

CASH DIVIDENDS DECLARED 
   ($0.47 per share)                                                            (1,728)                       (1,728)

CHANGE IN UNREALIZED APPRECIATION
   ON AVAILABLE-FOR-SALE SECURITIES,
   NET OF INCOME TAX CREDIT OF $367                                                              (713)          (713)
                                              ---------       ---------      ---------      ---------      ---------
BALANCE, DECEMBER 31, 1994                   $   18,387      $   19,827     $   45,253     $      233     $   83,700
                                              =========       =========      =========      =========      =========

See Notes to Consolidated Financial Statements
                                                      
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          
BUSINESS

          Simmons First National Corporation provides a full range of banking 
and mortgage services to individual and corporate customers through its 
subsidiaries and branch banks in Arkansas.  The Company is subject to 
competition from other financial institutions.  The Company also is subject 
to the regulation of certain federal and state agencies and undergoes 
periodic examinations by those regulatory authorities.

BASIS OF FINANCIAL STATEMENT PRESENTATION

          The financial statements have been prepared in accordance with 
generally accepted accounting principles.  In preparing the financial 
statements, management is required to make estimates and assumptions that 
affect the reported amounts of assets and liabilities, as of the date of the 
balance sheet, and revenues and expenses for the period.  Actual results 
could differ significantly from those estimates.

          Material estimates that are particularly susceptible to significant 
change relate to the determination of the Allowance for Loan Losses and the 
valuation of foreclosed assets.  In connection with the determination of the 
Allowance for Loan Losses and the valuation of foreclosed assets, management 
obtains independent appraisals for significant properties.

          Management believes that the Allowance for Loan Losses and the 
valuation of foreclosed assets are adequate.  While management uses available  
information to recognize losses on loans and the valuation of foreclosed 
assets, future losses may be accruable, based on changes in economic 
conditions, particularly in Arkansas.  In addition, various regulatory 
agencies, as an integral part of their examination process, periodically 
review the Banks' Allowance for Loan Losses and valuation of foreclosed 
assets.  Such agencies may require the Bank to recognize additional losses, 
based on their judgment of information available to them at the time of their 
examination.

PRINCIPLES OF CONSOLIDATION

          The consolidated financial statements include the accounts of 
Simmons First National Corporation and its subsidiaries. Significant 
intercompany accounts and transactions have been eliminated in consolidation.

RECLASSIFICATIONS

          Various items within the accompanying financial statements for 
previous years have been reclassified, to provide more comparative 
information.  These reclassifications had no effect on net earnings.

CASH EQUIVALENTS

          The Company considers all amounts due from banks and federal funds 
sold as cash equivalents.  The banking subsidiaries are required to maintain 
average reserve balances with the Federal Reserve Bank, based on a percentage 
of deposits.  The average amounts of those reserve balances for the years 
ended December 31, 1994 and 1993, were $4,402,000 and $6,312,000, respective-
ly.  The Federal Reserve requirement on transaction account reserves was ten
percent during 1994.  Generally, federal funds are purchased and sold for 
varying periods up to thirty days.  These securities are purchased from other 
financial institutions and are held in the name of Simmons First National Bank
at the Federal Reserve Bank until maturity of the agreement.

INVESTMENTS IN DEBT AND EQUITY SECURITIES

          Trading securities, which include any security held primarily for 
near-term sale, are carried at fair value.  Gains and losses on trading 
securities, both realized and unrealized, are included in other income.

          Available-for-sale securities, which include any security for which 
the banking subsidiaries have no immediate plan to sell but which may be sold 
in the future, are carried at fair value.  Realized gains and losses, based 
on specifically identified amortized cost of the individual security, are 
included in other income.  Unrealized gains and losses are recorded, net of 
related income tax effects, in stockholders' equity.  Premiums and discounts 
are amortized and accreted, respectively, to interest income using the level-
yield method over the period to maturity. 

          Held-to-maturity securities, which include any security for which 
the banking subsidiaries have the positive intent and ability to hold until 
maturity, are carried at historical cost adjusted for amortization of premiums
and accretion of discounts.  Premiums and discounts are amortized and accreted,
respectively, to interest income using the level-yield method over the period 
to maturity.

          Interest and dividends on investments in debt and equity securities 
are included in income when earned.

MORTGAGE LOANS HELD FOR SALE

          Mortgage loans held for sale are carried at the lower of cost or 
fair value, determined using an individual loan basis.  Write-downs to fair 
value are recognized as a charge to earnings at the time the decline in value 
occurs.  Forward commitments to sell mortgage loans are acquired to reduce 
market risk on mortgage loans in the process of origination and mortgage loans
held for sale.  Gains and losses resulting from sales of mortgage loans are 
recognized when the respective loans are sold to investors.  Gains and losses 
are determined by the difference between the selling price and the carrying
amount of the loans sold, net of discounts collected or paid and considering 
a normal servicing rate.  Fees received from borrowers to guarantee the 
funding of mortgage loans held for sale and fees paid to investors to ensure 
the ultimate sale of such mortgage loans are recognized as income or expense 
when the loans are sold or when it becomes evident that the commitment will 
not be used.

ALLOWANCE FOR LOAN LOSSES

          The Allowance for Loan Losses is increased by provisions charged to 
expense and reduced by loans charged off, net of recoveries.  The allowance is
maintained at a level considered adequate to provide for potential loan 
losses, based on management's evaluation of the loan portfolio, as well as on 
prevailing and anticipated economic conditions and historical losses by loan 
category.  General reserves have been established, based upon the 
aforementioned factors, and allocated to the individual loan categories.  
Accrual of interest is discontinued on a loan when management believes, after
considering economic and business conditions and collection efforts, that the
borrower's financial condition is such that collection of interest is 
doubtful.

ALLOWANCE FOR LOSSES ON RESIDENTIAL MORTGAGE LOANS SERVICED FOR OTHERS

          A recourse loss allowance on loans serviced for others, including 
Veterans Administration loans included in Government National Mortgage 
Association and Federal National Mortgage Association pools, is provided, 
based on management's evaluation of historical losses, as well as prevailing 
and anticipated economic conditions.

PREMISES AND EQUIPMENT

          Depreciable assets are stated at cost, less accumulated 
depreciation.  Depreciation is charged to expense, using the straight-line 
method over the estimated useful lives of the assets.  Leasehold improvements 
are capitalized and amortized by the straight-line method over the terms of 
the respective leases or the estimated useful lives of the improvements, 
whichever is shorter.

FORECLOSED ASSETS HELD FOR SALE

          Assets acquired by foreclosure or in settlement of debt and held 
for sale are valued at estimated fair value, as of the date of foreclosure, 
and a related valuation allowance is provided for estimated costs to sell the 
assets.  Management evaluates the value of foreclosed assets held for sale 
periodically and increases the valuation allowance for any subsequent 
declines in fair value.  Changes in the valuation allowance are charged or 
credited to other expense.

          Assets acquired by foreclosure also include loans upon which the 
foreclosure process is imminent or has been initiated but not completed and 
considered in-substance foreclosed.  Such assets are carried at estimated 
fair value, and a related valuation allowance is provided for estimated costs 
to sell the assets.

EXCESS COSTS OVER FAIR VALUE OF NET ASSETS ACQUIRED

          Unamortized costs of purchased subsidiaries, in excess of the 
estimated fair value of underlying net tangible assets acquired, aggregated 
$940,000 (originally $2,646,000) at December 31, 1994, and are being amortized
over a 20-year period, using the straight-line method.  Unamortized costs 
allocated to the future earnings potential of acquired deposits were $36,000 
(originally $730,000) at December 31, 1994, and are being amortized over ten 
years, using the straight-line method.  Amortization expense was $156,000 for 
1994, and $192,000 for 1993 and 1992.

          The amount paid in 1990 to the Resolution Trust Corporation of 
$1,994,000, to purchase four of the branch operations of First American 
Savings Bank of Fort Smith, Arkansas, has been allocated, in part, to the 
future earnings potential of acquired deposits (originally $1,360,000), which 
will be amortized over ten years, using the straight-line method.   
Unamortized costs at December 31, 1994, were $807,000.  The remaining 
intangible (originally $634,000) will be amortized over fifteen years, 
using the straight-line method.  Unamortized costs at December 31, 1994, were 
$347,000.  Amortization for the periods ended December 31, 1994, 1993 and 
1992, was $199,000, $205,000 and $210,000, respectively.

          The amount paid to the Resolution Trust Corporation of $684,000, to 
purchase three of the branch operations of First Savings Bank of Arkansas and 
one branch of Home Federal Savings Association, has been allocated, in part, 
to the future earnings potential of acquired deposits (approximately 
$336,000), which will be amortized over ten years, using the straight-line 
method.  The remaining intangible asset (originally $348,000) will be 
amortized over fifteen years, using the straight-line method.  Amortization 
for the periods ended December 31, 1994, 1993 and 1992, was $73,000, $71,000 
and $76,000, respectively.

FEE INCOME

          Periodic bank card fees, net of direct origination costs, are 
recognized as revenue on a straight-line basis, over the period the fee 
entitles the cardholder to use the card.  Other loan fees, net of direct 
origination costs, are recognized as revenue on a yield basis over the term 
of the loans.

INCOME TAXES

          Deferred tax liabilities and assets are recognized for the tax 
effects of differences between the financial statement and tax bases of assets
and liabilities.  A valuation allowance is established to reduce deferred tax 
assets, if it is more likely than not that a deferred tax asset will not be 
realized.

EARNINGS PER COMMON SHARE

          Earnings per common share are based on the weighted average number 
of common shares outstanding during each year.  Common share equivalents, in 
the form of employee stock options, were not dilutive.  On April 13, 1992, 
the Board of Directors of the Company declared a 100% stock dividend.  
Earnings per common share and dividends per common share presented in the 
financial statements have been restated retroactively, to reflect the effects 
of the stock dividend on a consistent basis.  Weighted average shares 
outstanding were 3,677,378, 3,378,200 and 2,872,378 for 1994, 1993 and 1992, 
respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

          Financial Accounting Standards Board Statement No. 107, "Disclosures
about Fair Value of Financial Instruments" (FAS 107), requires that the 
Company disclose estimated fair values for its financial instruments.  Fair 
value estimates, methods, and assumptions are set forth in Note 15 to the 
consolidated financial statements. Fair value estimates are made at a 
specific point in time, based on relevant market information and information 
about the financial instrument.  These estimates do not reflect any premium 
or discount that could result from offering for sale at one time the Company's
entire holdings of a particular instrument.  Because no market exists for a 
significant portion of the Company's financial instruments, fair value 
estimates are based on judgments regarding future expected loss experience, 
current economic conditions, risk characteristics of various financial 
instruments, and other factors.   These estimates are subjective in nature 
and involve uncertainties and matters of significant judgment and, therefore, 
cannot be determined with precision.  Changes in assumptions could 
significantly affect the estimates.

          Fair value estimates are based on existing on and off balance sheet 
financial instruments, without attempting to estimate the value of anticipated 
future business and the value of assets and liabilities that are not 
considered financial instruments.  Also, the tax ramifications related to the
realization of the unrealized gains and losses can have a significant effect 
on fair value estimates and have not been considered in the fair value. 

NOTE 2:  INVESTMENT SECURITIES
          
            The amortized cost and fair value of investments in debt 
securities that are classified as Held-to-Maturity and Available-for-Sale are 
as follows:


                                         December 31, 1994                                        December 30, 1993
                          ---------------------------------------------------  ---------------------------------------------------
                                         Gross         Gross      Estimated                    Gross         Gross      Estimated
(Dollars in                Amortized   unrealized    unrealized     Fair        Amortized    unrealized    unrealized      Fair
 Thousands)                  cost        gains        (losses)      value         cost          gains       (losses)       value    
----------------------------------------------------------------------------------------------------------------------------------
                                                                                               
Held-to-Maturity

U.S. Treasury             $   74,544   $     349    $  (1,479)   $   73,414     $ 132,778     $   5,599    $     (33)   $  138,344
U.S. Government
 agencies                     13,375          32         (289)       13,118        13,215           546          (28)       13,733
Mortgage-backed
 securities                    3,551           6         (244)        3,313         1,008            24          (10)        1,022
State and political
 subdivisions                 50,904         577       (1,962)       49,519        49,438         2,680          (52)       52,066
Other securities                  --          --           --            --         2,187           365           (1)        2,551
                           ---------    --------     --------     ---------      --------      --------     --------     ---------
                          $  142,374   $     964    $  (3,974)   $  139,364     $ 198,626     $   9,214    $    (124)   $  207,716
                           =========    ========     ========     =========      ========      ========     ========     =========

Available-for-Sale

U.S. Treasury             $   25,701   $      96    $    (202)   $   25,595
U.S. Government                              
  agencies                     1,002           3           --         1,005
Other securities               2,554         457           (1)        3,010
                           ---------    --------     --------     ---------      
                          $   29,257   $     556    $    (203)   $   29,610
                           =========    ========     ========     =========

          Maturities of investment securities at December 31, 1994, are as 
follows:


                                                  Held-to-Maturity                Available-for-Sale
                                              Amortized          Fair           Amortized          Fair
(Dollars in Thousands)                          Cost             Value            Cost             Value       
------------------------------------------------------------------------------------------------------------
                                                                                    
One year or less                             $   23,759       $   23,516       $    6,501        $   6,568
After one through five years                     72,685           71,401           20,202           20,032
After five through ten years                     37,231           35,693               --               --
After ten years                                   5,148            5,441               --               --
Mortgage-backed and other securities           
  not due on a single maturity date               3,551            3,313            2,554            3,010
                                              ---------        ---------        ---------         --------
                                             $  142,374       $  139,364       $   29,257        $  29,610
                                              =========        =========        =========         ========


          The book value of securities pledged as collateral, to secure 
public deposits and for other purposes, amounted to $70,981,000 at December 
31, 1994, and $74,492,000 at December 31, 1993.  The approximate fair value of
pledged securities amounted to $70,217,000 at December 31, 1994, and 
$79,588,000 at December 31, 1993.

          The book value of securities sold under agreement to repurchase 
amounted to $196,000 and $152,000 for December 31, 1994 and December 31, 1993,
respectively.

          The net change in unrealized loss on trading securities was $4,000 
for 1994.

          During 1994 and 1993, there were no securities sold.  The gross 
realized gains of $143,000 and $134,000, and gross realized losses of $3,000 
and $4,000, respectively, shown in the table below were the result of called 
bonds.


                                          December 31,      December 31,
(Dollars in Thousands)                       1994              1993      
--------------------------------------------------------------------------
                                                    
Proceeds from sales                      $         --      $         --
                                          -----------       -----------
Gross gains                                       134      $        143
Gross losses                                        4                 3
                                          -----------       -----------
Securities gains (losses)                $        130      $        140
                                          ===========       ===========


          Approximately 14 percent of the state and political subdivision 
debt obligations are rated A or above.  Of the remaining securities, most are 
nonrated bonds and represent small, Arkansas issues, which are evaluated on 
an ongoing basis.

NOTE 3:  ACQUISITIONS 

          On November 15, 1994, the Company entered into a definitive 
agreement to merge Dumas Bancshares, Inc. (DBI) of Dumas, Arkansas, into 
Simmons First National Corporation (SFNC) in a transaction valued at 
$5,000,000.  Stockholders of DBI will be given certain limited options to 
choose between SFNC stock and cash as consideration in the transaction.  The 
transaction is expected to close during the first half of 1995.

          DBI owns Dumas State Bank, Dumas, Arkansas, and First State Bank, 
Gould, Arkansas, with consolidated assets at September 30, 1994, of 
approximately $43 million.  First State Bank, which has branches in Grady and 
Star City, Arkansas, in addition to its primary location in Gould, Arkansas, 
will be merged into Simmons First National Bank, the Company's lead bank, and
Dumas State Bank will continue its operations as a subsidiary of the Company.

NOTE 4:  LOANS AND ALLOWANCE FOR LOAN LOSSES

          The various categories are summarized as follows:


(Dollars in Thousands)                                    1994            1993     
------------------------------------------------------------------------------------
                                                                 
Loans:
     Consumer:
           Credit card                                  $  164,501      $  168,673
           Student loan                                     62,836          65,379
           Other consumer                                   40,739          36,763
     Real estate:
           Construction                                      6,232           6,281
           Single family residential                        43,629          36,651
           Other commercial                                 44,141          37,853
     Commercial:
           Commercial                                       29,047          20,007
           Agricultural                                     16,048          16,088
           Financial institutions                            6,681           3,087
     Other                                                   5,122           3,998
                                                         ---------       ---------
           Total loans before unearned discount
             and allowances for loan losses                418,976         394,780
     Unearned discount                                        (584)           (354)
     Allowance for Loan Losses                              (7,790)         (7,430)
                                                         ---------       ---------
           Net loans                                    $  410,602      $  386,996
                                                         =========       =========




(Dollars in Thousands)                                       1994            1993           1992     
------------------------------------------------------------------------------------------------------
                                                                               
Allowance for Loan Losses:
     Balance, beginning of year                          $    7,430       $   5,748      $    5,302
     Additions:
       Provision charged to expense                           2,050           3,006           3,741
                                                          ---------        --------       ---------
                                                              9,480           8,754           9,043
     Deductions:
       Losses charged to reserve, net of recoveries of
           $420,000 for 1994, $727,000 for 1993,
           and $375,000 for 1992                              1,690           1,324           3,295
                                                          ---------        --------       ---------
     Balance, end of year                                $    7,790       $   7,430      $    5,748
                                                          =========        ========       =========


     Loans on which the accrual of interest has been discontinued aggregated 
$2,052,000 and $2,813,000, at December 31, 1994 and 1993, respectively.  If 
interest on those loans had been accrued, such income would have approximated 
$269,000 and $347,000 for 1994 and 1993, respectively.

NOTE 5:  FORECLOSED ASSETS HELD FOR SALE

     At December 31, 1994 and 1993, foreclosed assets held for sale included 
$81,000 and $363,000, respectively, in loans which were considered 
in-substance foreclosed.

     Transactions in the allowance for losses on foreclosed assets were as 
follows:


(Dollars in Thousands)                                1994             1993     
--------------------------------------------------------------------------------
                                                            
Balance, beginning of year                        $       166      $        175
 Provisions charged to expense                            151                71
 Selling expenses incurred on foreclosed 
  assets sold                                            (220)              (80)
                                                   ----------       -----------
Balance, end of year                              $        97      $        166
                                                   ==========       ===========

NOTE 6:  PREMISES AND EQUIPMENT

          Major classifications of premises and equipment, stated at cost, 
are as follows:


                                                                                          Estimated
(Dollars in Thousands)                                     1994            1993          Useful Lives
--------------------------------------------------------------------------------------------------------
                                                                                
Land                                                   $     2,023     $     1,976 
Buildings and improvements                                  12,694          10,872        10-50 years
Leasehold improvements                                       1,545           1,519         5-20 years
Equipment                                                   12,357          11,657         3-10 years
                                                        ----------      ----------
                                                            28,619          26,024
Accumulated depreciation                                    16,504          15,804
                                                        ----------      ----------
            Net premises and equipment                 $    12,115     $    10,220
                                                        ==========      ==========

NOTE 7:  TIME DEPOSITS

          Time deposits included approximately $55,222,000 and $61,353,000 of 
certificates of deposit of $100,000 or more, at December 31, 1994 and 1993, 
respectively.

          Deposits are the Company's primary funding source for loans and 
investment securities.  The mix and repricing alternatives can significantly 
affect the cost of this source of funds and, therefore, impact the margin.

NOTE 8:  INCOME TAXES

          The provision for income taxes is comprised of the following 
components:


(Dollars in Thousands)                         1994            1993             1992     
------------------------------------------------------------------------------------------
                                                                  
Income taxes currently payable             $     3,718     $     4,246      $     3,395
Deferred income taxes                               63            (780)            (488)
                                            ----------      ----------       ----------
Provision for income taxes                 $     3,781     $     3,466      $     2,907
                                            ==========      ==========       ==========

          Deferred income taxes related to the change in unrealized 
appreciation on available-for-sale securities, shown in stockholders' equity, 
was $120,000 for 1994.

          The tax effects of temporary differences related to deferred taxes 
shown on the balance sheet were:


(Dollars in Thousands)                         1994           1993                 
-----------------------------------------------------------------------
                                                    
Deferred tax assets:
    Allowance for loan losses               $    2,744     $    2,929
    Valuation of foreclosed 
      assets                                       281            470
    Deferred compensation payable                  373            342
    Deferred loan fee income                       773            980
    Other                                          645            706
                                             ---------      ---------
                                                 4,816          5,427
                                             ---------      ---------
Deferred tax liabilities:
    Accumulated depreciation                      (405)          (389)
    Available-for-sale securities                 (120)            --
                                             ---------      ---------
                                                  (525)          (389)
                                             ---------      ---------
Net deferred tax asset before                
    valuation allowance                          4,291          5,038
                                             ---------      ---------                     
Valuation allowance:
    Beginning balance                             (564)          (466)
    Change during period                           564            (98)
                                             ---------      ---------
    Ending balance                                  --           (564)
                                             ---------      ---------
Net deferred tax assets included in 
    other assets on balance sheets          $    4,291     $    4,474
                                             =========      =========

    The valuation allowance relates to the benefits of state income tax 
carry-forwards included in deferred tax assets.

    A reconciliation of income tax expense at the statutory rate to the 
Company's actual income tax expense is shown below:


(Dollars in Thousands)                          1994             1993            1992      
-------------------------------------------------------------------------------------------
                                                                    
Computed at the statutory rate (34%)         $    4,637       $    4,373      $    3,530

Increase (decrease) resulting from:
    Tax exempt income                              (985)            (913)           (745)
    Amortization of intangible assets                82               94              97
    Other differences, net                           47              (88)             25
                                              ---------        ---------       ---------
Actual tax provision                         $    3,781       $    3,466      $    2,907
                                              =========        =========       =========

NOTE 9:  LONG-TERM DEBT AND CAPITAL NOTES

    Long-term debt and capital notes at December 31, 1994 and 1993, consisted 
of the following components:


(Dollars in Thousands)                   1994             1993      
--------------------------------------------------------------------
                                               
Capital notes                         $   11,000      $   11,000

Other debt                                 1,144           1,178
                                       ---------       ---------
          Total long-term debt        $   12,144      $   12,178
                                       =========       =========

          Capital notes of Simmons First National Corporation are due June 30,
1997, with interest payable quarterly and rates adjusted quarterly to the then
prime rate offered by Chase Manhattan in New York, which was adjusted at 
December 31, 1994, to 7.75%.

          Other debt consists of a mortgage note payable to Mutual Benefit 
Life Insurance Corporation, secured by land and building with a book value of 
$2,021,000, payable in equal monthly installments of $12,000, including 
interest at approximately 9.75% per annum.  Final payment is due August, 2008.


          Aggregate annual maturities of long-term debt at December 31, 1994 
are:


                                       (Dollars in
                    Year                Thousands)  
                 ------------------------------------                                  
                                  
                   1995               $         37
                   1996                         41
                   1997                     11,045
                   1998                         49
                   1999                         55
                   Thereafter                  917
                                       -----------
                                      $     12,144
                                       ===========

NOTE 10:  CAPITAL STOCK

          In addition to the common stock from which stock has been issued, 
as shown on the balance sheet, the following classes of stock have been 
authorized:

     Class B common stock of $1.00 par value per share, authorized 300 
     shares:  none issued.

     Class A preferred stock of $100.00 par value per share, authorized 
     50,000 shares:  none issued.

     Class B preferred stock of $100.00 par value per share, authorized 
     50,000 shares:  none issued.

          On April 13, 1992, the board of directors of the Company declared 
a 100% stock dividend to shareholders of record on May 15, 1992, payable on 
June 5, 1992.  Earnings per common share and dividends per common share 
presented in the financial statements have been restated retroactively, to 
reflect the effects of the stock dividend on a consistent basis.

          On May 12, 1993, the Company issued and sold 700,000 shares of 
Class A Common Stock.  And on June 10, 1993, the Company issued and sold an 
additional 105,000 shares.  The net proceeds to the Company stockholders' 
equity after expenses was $16.1 million.

NOTE 11:  TRANSACTIONS WITH RELATED PARTIES

          At December 31, 1994 and 1993, the subsidiary banks had loans 
outstanding to executive officers, directors, and to companies in which the 
banks' executive officers or directors were principal owners, in the amount 
of $3,643,000 in 1994, and $4,687,000 in 1993.


(Dollars in Thousands)                                                                       
------------------------------------------------------
                                  
Balance - December 31, 1993           $        4,687
New loans                                      1,832
Repayments                                    (2,876)
                                       -------------
Balance - December 31, 1994           $        3,643
                                       =============

          In management's opinion, such loans and other extensions of credit 
and deposits were made in the ordinary course of business and were made on 
substantially the same terms (including interest rates and collateral) as 
those prevailing at the time for comparable transactions with other persons.  
Further, in management's opinion, these loans did not involve more than the 
normal risk of collectibility or present other unfavorable features.

NOTE 12: EMPLOYEE BENEFIT PLANS

          In October, 1990, the Board of Directors approved the adoption of a 
401(k) retirement plan, effective January 1, 1991, covering substantially all 
employees.  Employees may contribute up to 12% of their compensation, with the 
Company and its subsidiaries matching 25% of the employees' contribution on 
the first 5% of the employee's compensation.  The charges to income for this 
contribution in 1994, 1993 and 1992 were $125,000, $106,000 and $94,000, 
respectively.

          The Company and its subsidiaries have a discretionary profit 
sharing and employee stock ownership plan covering all employees.  The 
charges to income for the plan were $600,000 for 1994, $550,000 for 1993, 
and $485,000 for 1992. 
          
          On May 14, 1990, the Board of Directors adopted an incentive and 
nonqualified stock option plan.  Pursuant to the plan, an aggregate of 140,000
shares were reserved for future issuance by the Company, upon exercise of stock
options to be granted to officers and other key employees.

          The table below summarizes the transactions under the Company's stock
option plan:


                                                              -----Shares-----
                                                                             Under
                                                          Available          Option    
          -------------------------------------------------------------------------------
                                                                     
          Balance, December 31, 1992                          77,000             63,000
            Options granted in 1993                               --                 --
                                                          ----------        -----------
          Balance, December 31, 1993                          77,000             63,000
            Options granted November 28, 1994
             ($23.3750 per share)                             (6,000)             6,000
                                                          ----------        -----------
          Balance, December 31, 1994                          71,000             69,000
                                                          ==========        ===========
          Options exercisable at December 31, 1994                               42,600
                                                                            ===========


          Also, Simmons First National Bank and Simmons First Bank Jonesboro 
have deferred compensation agreements with certain active and retired 
officers.  The agreements provide monthly payments which, together with 
payments from the deferred annuities issued pursuant to the terminated 
pension plan, equal 50 percent of average compensation prior to retirement or 
death.  The charges to income for the plans were $128,000 for 1994, $187,000 
for 1993 and $120,000 for 1992.  Such charges reflect the straight-line 
accrual over the employment period of the present value of benefits due each
participant, as of their full eligibility date, using an 8% discount factor.  


NOTE 13:  ADDITIONAL CASH FLOW INFORMATION FOR 1994, 1993 AND 1992


(Dollars in Thousands)                                          1994            1993          1992      
------------------------------------------------------------------------------------------------------
                                                                                 
Non-Cash Investing Activities:
     Sale and financing of foreclosed assets              
        held for sale                                        $    148       $    292       $  1,990

     Real estate acquired in settlement of debt                    80          1,230          1,353

Additional Cash Payment Information:

          Interest paid                                        16,191         16,319         20,452
                                                              
          Income taxes paid                                     4,530          3,968          3,145


NOTE 14:  OTHER OPERATING EXPENSE

  Other non-interest expense consists of the following:


(Dollars in Thousands)                   1994            1993             1992     
---------------------------------------------------------------------------------
                                                            
Professional services                 $   1,634       $   1,530       $   1,542
Postage                                   1,234           1,267           1,365
Telephone                                   771             783             798
Credit card expense                       1,458           1,163           1,083
Operating supplies                          695             954           1,810
FDIC insurance                            1,307           1,293           1,066
Miscellaneous expenses                    5,564           5,870           5,327
                                       --------        --------        --------
                                      $  12,663       $  12,860       $  12,991
                                       ========        ========        ========

NOTE 15: DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

     The following methods and assumptions were used to estimate the fair 
value of each class of financial instruments:

CASH AND CASH EQUIVALENTS

     The carrying amount for cash and cash equivalents approximates fair 
value.

INVESTMENTS

     For securities held as investments and in trading accounts, fair value 
equals quoted market price, if available.  If a quoted market price is not 
available, fair value is estimated, using quoted market prices for similar 
securities.  The carrying amount for available-for-sale and trading 
securities approximates fair value.  The carrying amount of accrued interest
receivable approximates its fair value.

MORTGAGE LOANS HELD FOR SALE

     For homogeneous categories of loans, such as mortgage loans held for 
sale, fair value is estimated, using the quoted market prices for securities 
backed by similar loans, adjusted for differences in loan characteristics.

LOANS

     The fair value of loans is estimated by discounting the future cash 
flows, using the current rates at which similar loans would be made to 
borrowers with similar credit ratings and for the same remaining maturities.  
Loans with similar characteristics were aggregated for purposes of the 
calculations.  The carrying amount of accrued interest approximates its fair 
value.  

DEPOSITS

     The fair value of demand deposits, savings accounts, NOW accounts, and 
certain money market deposits is the amount payable on demand at the reporting
date (i.e., their carrying amount).  The fair value of fixed-maturity time 
deposits is estimated, using a discounted cash flow calculation that applies 
the rates currently offered for deposits of similar remaining maturities.  
The carrying amount of accrued interest payable approximates its fair value.

FEDERAL FUNDS PURCHASED, SECURITIES SOLD UNDER AGREEMENT TO REPURCHASE, AND 
OTHER BORROWINGS

     The carrying amount for federal funds purchased, securities sold under 
agreement to repurchase, and other borrowings is a reasonable estimate of 
fair value.

LONG-TERM DEBT AND CAPITAL NOTES PAYABLE

     Rates currently available to the Company for debt with similar terms and 
remaining maturities are used to estimate fair value of existing debt.

COMMITMENTS TO EXTEND CREDIT, LETTERS OF CREDIT AND LINES OF CREDIT

     The fair value of commitments is estimated, using the fees currently 
charged to enter into similar agreements, taking into account the remaining 
terms of the agreements and the present creditworthiness of the counter-
parties.  For fixed rate loan commitments, fair value also considers the 
difference between current levels of interest rates and the committed rates.
The fair value of letters of credit and lines of credit is based on fees 
currently charged for similar agreements or on the estimated cost to 
terminate or otherwise settle the obligations with the counterparties at the 
reporting date.

     The following table represents estimated fair values of the Company's 
financial instruments.  The fair values of certain of these instruments were 
calculated by discounting expected cash flows. This method involves 
significant judgments by management considering the uncertainties of economic 
conditions and other factors inherent in the risk management of financial 
instruments.  Fair value is the estimated amount at which financial assets or 
liabilities could be exchanged in a current transaction between willing 
parties, other than in a forced or liquidation sale.  Because no market exists
for certain of these financial instruments and because management does not 
intend to sell these financial instruments, the Company does not know whether 
the fair values shown below represent values at which the respective financial
instruments could be sold individually or in the aggregate.

                                                 December 31, 1994                December 31, 1993
                                                      Carrying            Fair          Carrying           Fair
(Dollars in Thousands)                                 Amount            Value           Amount           Value      
-------------------------------------------------------------------------------------------------------------------
                                                                                           
Financial assets:
     Cash and cash equivalents                       $   74,002       $   74,002       $   49,090       $   49,090
     Held-to-maturity securities                        142,374          139,364          198,626          207,716
     Available-for-sale securities                       29,610           29,610               --               --
     Trading account securities                           2,734            2,734            3,759            3,759
     Mortgage loans held for sale                         8,720            8,720           47,775           47,903
     Interest receivable                                  6,289            6,289            5,829            5,829
     Loans, net of unearned discounts and
          allowance for loan losses                     410,602          411,582          386,996          389,915

Financial liabilities:
     Non-interest-bearing transaction accounts          109,564          109,564          135,468          135,468
     Interest-bearing transaction accounts and                                           
          savings deposits                              228,649          228,649          224,730          224,730
     Time deposits                                      245,325          238,571          250,157          252,738
     Federal funds purchased and securities
          sold under agreement to repurchase             23,931           23,931           26,347           26,347
     Short-term debt                                      1,621            1,621            5,013            5,013
     Capital notes                                       11,000           11,000           11,000           11,000
     Long-term debt                                       1,144            1,244            1,178            1,490
     Interest payable                                     1,718            1,718            9,532            9,532

Unrecognized financial instruments:
     Letters of credit                                       --               --               --               --
     Lines of credit                                         --               --               --               --

     The fair value of commitments to extend credit and forward commitments 
to sell mortgage loans do not differ materially from the notional or 
principal amounts.

NOTE 16:  COMMITMENTS AND CREDIT RISK

     The three subsidiary banks grant agri-business, credit card, commercial, 
and residential loans to customers throughout the state.  Although the banks 
have a diversified loan portfolio, unsecured debt in the form of credit card 
receivables comprised approximately 39.3% and 42.8% of the portfolio, as of 
December 31, 1994 and 1993, respectively.

     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 payment of a fee.  Since a portion of the commitments may 
expire without being drawn upon, the total commitment amounts do not 
necessarily represent future cash requirements.  Each customer's 
creditworthiness is evaluated on a case-by-case basis.  The amount of 
collateral obtained, if deemed necessary, is based on management's credit 
evaluation of the counterparty.  Collateral held varies, but may include 
accounts receivable, inventory, property, plant and equipment, commercial 
real estate, and residential real estate.

     At December 31, 1994 and 1993, the Company had outstanding commitments 
to originate loans aggregating approximately $47,733,000 and $48,238,000, 
respectively.  The commitments extended over varying periods of time, with
the majority being disbursed within a one year period.  Loan commitments at 
fixed rates of interest amounted to $16,519,000 and $12,025,000 at December 
31, 1994 and 1993, respectively, with the remainder at floating interest 
rates.

     Letters of credit are conditional commitments issued by the bank 
subsidiaries of the Company, 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.  The credit risk involved in issuing letters of 
credit is essentially the same as that involved in extending loans to 
customers.

     The Company had total outstanding letters of credit amounting to 
$918,000 and $820,000 at December 31, 1994 and 1993, respectively, with terms
ranging from 95 days to one year.

     Lines of credit are agreements to lend to a customer, as long as there is
no violation of any condition established in the contract.  Lines of credit 
generally have fixed expiration dates.  Since a portion of the line may 
expire without being drawn upon, the total unused lines do not necessarily 
represent future cash requirements.  Each customer's creditworthiness is 
evaluated on a case-by-case basis.  The amount of collateral obtained, if 
deemed necessary, upon extension of credit, is based on management's credit 
evaluation of the borrower.  Collateral held varies but may include accounts 
receivable, inventory, property, plant and equipment, commercial real estate, 
and residential real estate.  Management uses the same credit policies in 
granting lines of credit as it does for balance sheet instruments.

     At December 31, 1994, the Company had granted unused lines of credit to
borrowers, aggregating approximately $4,568,000 and $143,563,000 for 
commercial lines and open-end consumer lines.  At December 31, 1993, unused 
lines of credit aggregated approximately $3,615,000 for commercial lines and 
$132,140,000 for open-end consumer lines.

     Mortgage loans in the process of origination represent amounts which the 
subsidiary bank plans to fund within a normal period of 60 to 90 days and 
which are intended for sale to investors in the secondary market.  Forward 
commitments to sell mortgage loans are obligations to deliver loans at a 
specified price on or before a specific future date.  The subsidiary bank 
acquires such commitments to reduce market risk on mortgage loans in the 
process of origination and mortgage loans held for sale.

     At December 31, 1994 and 1993, mortgage loans in process amounted to 
$11,748,000 and $54,733,000 and mortgage loans held for sale amounted to 
$8,720,000 and $47,775,000, respectively.  Related forward commitments to 
sell mortgage loans during the same time frame amounted to $19,582,000 and 
$88,815,000, respectively. 

     Mortgage loans serviced for others totaled $1,228,311,000 and 
$1,395,424,000 at December 31, 1994 and 1993, respectively, of which mortgage-
backed securities serviced totaled $1,027,855,000 and $1,123,747,000 at 
December 31, 1994 and 1993, respectively.   At December 31, 1994, Simmons 
First National Bank serviced approximately $156,650,000 in Veterans 
Administration loans, subject to certain recourse provisions.  A reserve of 
$210,000 has been established for potential loss obligations, based on 
management's evaluation of historical losses, as well as prevailing and 
anticipated economic conditions, giving consideration for specific reserves.  
Such reserve is included in other liabilities.

     Below are the transactions in that reserve:


(Dollars in Thousands)                         1994          1993          1992      
-----------------------------------------------------------------------------------
                                                               
Balance, beginning of year                  $     310     $     556     $     695
Additions:
     Provision charged to expense                  --            --           105

Deductions:
     Losses charged to reserve                    (100)         (246)         (244)
                                             ---------     ---------     ---------
Balance, end of year                        $      210    $      310    $      556
                                             =========     =========     =========

NOTE 17:  LEASES

     At December 31, 1994, 1993, and 1992, there were obligations under a 
number of long-term land and office operating leases, which required minimum 
annual rentals, aggregating approximately $553,000 for 1994, $589,000 for 
1993, and $580,000 for 1992.  The leases extend for varying periods, up to 
the year 2057.

     Minimum annual rentals under these non-cancelable leases at December 31,
1994, are as follows:


                               Year   
                  -----------------------------------------------------------
                                                         
                   1995-1999 (each year)                     $     510,185
                   2000-2004 (five year aggregate)               1,063,100
                   2005-2009 (five year aggregate)                 759,157
                   2010-2014 (five year aggregate)                 696,757
                   2015 and thereafter (aggregate)           $   3,321,319


          The corporate subsidiaries are obligated under equipment leases on 
a month-to-month basis, which are expected to be renewed and had aggregate 
annual rentals of approximately $150,000 in 1994, $166,000 in 1993, and 
$242,000 in 1992.  The subsidiaries are also obligated on one-year leases for 
office and storage space, having aggregate annual rentals of approximately 
$240,000 in 1994, $63,000 in 1993, and $113,000 in 1992.

NOTE 18: CHANGE IN ACCOUNTING PRINCIPLE

          As of January 1, 1994, the Company adopted Financial Accounting 
Standards Board Statement  No. 115 (FAS 115), "Accounting for Certain 
Investments in Debt and Equity Securities."  FAS No. 115 requires the 
classification of securities into one of three categories:  Trading, 
Available-for-sale, or Held-to-maturity.  The adoption of FAS No. 115 
resulted in a net increase in stockholders' equity of approximately $946,000.

NOTE 19:  FUTURE CHANGES IN ACCOUNTING PRINCIPLE
 
          The Financial Accounting Standards Board recently adopted Financial 
Accounting Standards Board Statement No. 114 (FAS 114),  "Accounting by 
Creditors for Impairment of a Loan", which requires that impaired loans be 
measured, based on the present value of expected cash flows discounted at 
the loan's effective interest rate or, as a practical expedient, at the 
loan's observable market price or the fair value of the collateral, if the 
loan is collateral dependent.  This Statement applies to financial statements
for fiscal year 1995.  The adoption of FAS 114 is not expected to have a 
significant impact on the Company's consolidated financial statements.

NOTE 20:  CONTINGENT LIABILITIES

          The Company and/or its subsidiary banks have various unrelated 
legal proceedings, most of which involve loan foreclosure activity pending, 
which, in the aggregate, are not expected to have a material adverse effect 
on the financial position of the Company and its subsidiaries.

NOTE 21:  UNDIVIDED PROFITS

          The subsidiary banks are subject to a legal limitation on dividends 
that can be paid to the parent company without prior approval of the 
applicable regulatory agencies.  The approval of the Office of the 
Comptroller of the Currency is required, if the total of all the dividends 
declared by a national bank in any calendar year exceeds the total of its 
net profits, as defined, for that year, combined with its retained net 
profits of the preceding two years.  Arkansas bank regulators have specified 
that the maximum dividend limit state banks may pay to the parent company 
without prior approval is 50% of the current year earnings.  At December 31, 
1994, the bank subsidiaries had approximately $13,000,000 in undivided profits
available for payment of dividends to the Company, without prior approval of 
the regulatory agencies.  The most restrictive regulatory capital 
requirements at December 31, 1994 and 1993, were $35,322,000 and $35,392,000,
respectively.

          The risk-based capital guidelines of the Federal Reserve Board 
required a minimum risk-adjusted ratio for total capital of 8% by the end of 
1992.  The Federal Reserve Board has further refined its guidelines to 
include the definitions for (1) a well-capitalized institution, (2) an 
adequately capitalized institution, and (3) an undercapitalized institution.  
The criteria for a well-capitalized institution is one that has at least a 
10% "total risk-based capital" ratio, a 6% "Tier 1 risk-based capital" ratio, 
and a 5% "Tier 1 leverage capital" ratio.  At December 31, 1994, each of the 
three subsidiary banks met the capital standards for a well-capitalized 
institution.  The Company's risk-based capital ratio at December 31, 1994,
was 21.56%. 
          
NOTE 22:  CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY)

                            CONDENSED BALANCE SHEETS
                          DECEMBER 31, 1994 and 1993

(Dollars in Thousands)                                  1994            1993     
------------------------------------------------------------------------------------
                                                              
ASSETS
   Cash and cash equivalents                         $   28,053      $      2,344
   Investment in wholly-owned subsidiaries               63,134            56,579
   Excess cost over fair value of
       net assets acquired                                  940             1,041
   Investment securities                                     --            24,501
   Fixed assets                                           2,774             2,948
   Other assets                                           1,068             1,607
                                                      ---------       -----------
           Total Assets                              $   95,969      $     89,020
                                                      =========       ===========
LIABILITIES
   Borrowed funds                                    $   12,144      $     12,178
   Other liabilities                                        125             1,507
                                                      ---------       -----------
           Total Liabilities                         $   12,269      $     13,685
                                                      ---------       -----------
STOCKHOLDERS' EQUITY
   Common stock stated value                             18,387             18,387
   Capital surplus                                       19,827             19,827
   Unrealized appreciation on available for 
     sale securities, net of income taxes              
     of $120,000                                            233                --
   Retained earnings                                     45,253            37,121
                                                      ---------       -----------
           Total Stockholders' Equity                    83,700            75,335
                                                      ---------       -----------
             Total Liabilities and
               Stockholders' Equity                  $   95,969      $     89,020
                                                      =========       ===========


                        CONDENSED STATEMENTS OF INCOME
              YEARS ENDED DECEMBER 31, 1994, 1993, and 1992

(Dollars in Thousands)                                  1994             1993           1992       
--------------------------------------------------------------------------------------------------

INCOME                                                                        
   Dividends from subsidiaries                        $    3,659      $     5,101    $     4,044
   Other income                                            1,702            3,269            729
                                                       ---------       ----------     ----------
                                                           5,361            8,370          4,773
EXPENSES                                                   1,943            3,885          1,578
                                                       ---------       ----------     ----------
INCOME BEFORE INCOME TAX AND EQUITY IN                                
 UNDISTRIBUTED NET INCOME OF SUBSIDIARIES                  3,418            4,485          3,195
APPLICABLE INCOME TAX CREDIT                                (162)            (167)          (230)
                                                       ---------       ----------     ----------
INCOME BEFORE EQUITY IN UNDISTRIBUTED
   NET INCOME OF SUBSIDIARIES                              3,580            4,652          3,425
EQUITY IN UNDISTRIBUTED NET INCOME                                                     
 OF SUBSIDIARIES                                           6,280            4,744          4,052
                                                       ---------       ----------     ----------
NET INCOME                                            $    9,860      $     9,396    $     7,477
                                                       =========       ==========     ==========

                       
                       CONDENSED STATEMENTS OF CASH FLOWS
                YEARS ENDED DECEMBER 31, 1994, 1993, and 1992

(Dollars in Thousands, except per share data)                            1994            1993          1992    
----------------------------------------------------------------------------------------------------------------
                                                                                          
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                                        $    9,860      $     9,396    $     7,477
   Items not requiring (providing) cash:
       Depreciation and amortization                                        280              588            290
       Accretion                                                           (346)            (306)            (1)
       Deferred income taxes                                                 73             (105)           (78)
       Equity in undistributed net income of bank subsidiaries           (6,280)          (4,744)        (4,052)
       Gain on sale of premises and equipment                                 9
   Changes in:                                                        
       Accounts receivable                                                  539              327           (778)
       Accounts payable and accrued expenses                             (2,611)            (400)           389
       Income taxes payable                                               1,155               (3)            65
                                                                      ---------       ----------     ----------
           Net cash provided by operating activities                      2,679            4,753          3,312
                                                                      ---------       ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Net (originations) collections of loans                                   --            3,750         (1,500)
   Purchase of premises and equipment                                      (182)            (268)           (31)
   Gain from sale of fixed assets                                           168             (296)            --
   Proceeds from maturities of investment securities                     24,806              781             --
   Purchase of investment securities                                         --          (24,605)            --
                                                                      ---------       ----------     ----------
           Net cash provided by (used in) investing activities           24,792          (20,638)        (1,531)
                                                                      ---------       ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Principal reduction on long-term debt                                    (34)             (30)           (27)
   Dividends paid                                                        (1,728)          (1,390)        (1,150)
   Proceeds from sale of additional stock                                    --           16,110     
                                                                      ---------       ----------     ----------
           Net cash provided by (used in) financing activities           (1,762)          14,690         (1,177)
                                                                      ---------       ----------     ----------
INCREASE (DECREASE) IN CASH AND 
  CASH EQUIVALENTS                                                       25,709           (1,195)           604

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                              2,344            3,539          2,935
                                                                      ---------       ----------     ----------
CASH AND CASH EQUIVALENTS, END OF YEAR                               $   28,053      $     2,344    $     3,539
                                                                      =========       ==========     ==========
                                                                      
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

   No items are reportable hereunder.

                            PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

   Incorporated herein by reference from the Company's definitive proxy 
statement for the Annual Meeting of Stockholders to be held April 25, 1995, 
to be filed pursuant to Regulation 14A.

ITEM 11.   EXECUTIVE COMPENSATION

   Incorporated herein by reference from the Company's definitive proxy 
statement for the Annual Meeting of Stockholders to be held April 25, 1995, 
to be filed pursuant to Regulation 14A.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   Incorporated herein by reference from the Company's definitive proxy 
statement for the Annual Meeting of Stockholders to be held April 25, 1995, 
to be filed pursuant to Regulation 14A.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   Incorporated herein by reference from the Company's definitive proxy 
statement for the Annual Meeting of Stockholders to be held April 25, 1995, 
to be filed pursuant to Regulation 14A.

ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)    1 and 2.  Financial Statements and any Financial Statement Schedules

   The financial statements and financial statement schedules listed in the 
accompanying index to consolidated financial statements and financial 
statement schedules are filed as part of this annual report.

   3.  Exhibits

   The exhibits listed in the accompanying index to exhibits are filed as 
part of this annual report.

(b)  Reports on Form 8-K

   A Form 8-K, dated November 15, 1994, pertaining to the merger agreement 
   between the Company and Dumas Bancshares, Inc., Dumas, Arkansas, was filed 
   during the fourth quarter of 1994.

                                 SIGNATURES
                                 ----------

Pursuant to the requirements of Section 13 or 15 (d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized.


                                  /s/ John L. Rush          March 27, 1995
                                  ----------------------------------------
                                  John L. Rush, Secretary

Pursuant to the requirements of the Securities and Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
registrant and in the capacities indicated on March 27, 1995.

             Signature            Title
            ----------            -----

/s/ W. E. Ayres            Chairman and Director
------------------------
W. E. Ayres

/s/ J. Thomas May          President, Chief Executive
------------------------   Officer and Director
J. Thomas May             

/s/ Barry L. Crow          Executive Vice President and Chief Financial
------------------------   Officer (Principal Financial and Accounting Officer)
Barry L. Crow

/s/ Ben V. Floriani        Director
------------------------
Ben V. Floriani

/s/ C. Ramon Greenwood     Director
-------------------------
C. Ramon Greenwood

/s/ Paul M. Henson         Director
-------------------------
Paul M. Henson 

/s/ David R. Perdue        Director
-------------------------
David R. Perdue   

/s/ Adam B. Robinson       Director
------------------------
Adam B. Robinson

/s/ Harry L. Ryburn        Director
------------------------
Harry L. Ryburn

/s/ Donald W. Stone        Director
-------------------------
Donald W. Stone