UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC  20549
                         ____________________________

                                FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                               ACT OF 1934

               FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                     COMMISSION FILE NUMBER 01-16934
                         ______________________________

                          BOL BANCSHARES, INC.
         (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER.)

          LOUISIANA                          72-1121561
     (STATE OF INCORPORATION)           (IRS EMPLOYER IDENTIFICATION NO.)

             300 ST. CHARLES AVENUE, NEW ORLEANS, LA. 70130
                (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                             (504) 889-9400
          (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
                         _____________________________

  SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:      NONE

  SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:      NONE

                 Common Stock, par value $1.00 per share
                         _____________________________

     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
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]

     The aggregate market value of the voting stock held by non-
affiliates of the registrant was approximately $914,857 as of the close
of business on February 28, 2001.

     The number of shares of Common Stock, $1.00 par value, outstanding
as of February 28, 2001 was approximately 179,145.



                         Cross Reference Index

                                                                 Page

Part I
                                                               
Item 1:   Business                                                     3
Item 2:   Properties                                                   5
Item 3:   Legal Proceedings                                            6
Item 4:   Submission of Matters to a Vote of Security Holders          7

Part II

Item 5:   Market for Registrant's Common Equity and Related Stockholder
          Matters                                                      7
Item 6:   Selected Financial Data                                      8
Item 7:   Management's Discussion and Analysis of Financial Condition and
          Results of Operation                                         9
Item 8:   Financial Statements and Supplementary Data                 34
Item 9:   Changes in and Disagreements with Accountants and Financial
          Disclosure                                                  27


Part III

Item 10:  Directors and Executive Officers of the Registrant          28
Item 11:  Executive Compensation                                      29
Item 12:  Security Ownership of Certain Beneficial Owners and
          Management                                                  31
Item 13:  Certain Relationships and Related Transactions              31


Part IV

Item 14:  Exhibits, Financial Statement Schedules, and Reports on
          Form 8-K
          (a) Financial Statements
               Independent Auditor's Report Consolidated Balance Sheets
                                                                      34
               Consolidated Statements of Income (Loss)               36
               Consolidated Statements of Comprehensive Income (Loss) 37
               Consolidated Statements of Changes in Stockholder's
                 Equity                                               38
               Consolidated Statements of Cash Flow                   39
               Notes to Consolidated Financial Statements             41
               Independent Auditor's Report on Supplementary Information
                    Schedules I, II, III                              64
          (b) Reports on Form 8-K                                   NONE
          (c) Schedules and Exhibits
               Article 9                                              69




Item 1 Business of the Company and the Bank
     Here and after BOL Bancshares, Inc. shall be referred to as the
Company and subsidiary Bank of Louisiana shall be referred to as the
Bank.

History and General Business
     The Company was organized as a Louisiana corporation on May 7, 1981,
for the purpose of becoming a registered bank holding company under the
Bank Holding Company Act of 1956, as amended (the "BHC Act").  The
Company remained inactive until April 29, 1988, when it acquired the Bank
in a three-bank merger of the Bank of Louisiana in New Orleans (the "Old
Bank"), Bank of the South ("South Bank"), and Fidelity Bank & Trust
Company, all Louisiana state-chartered banks.  The Old Bank was the
surviving bank in the merger and subsequently changed its name to the
Bank's current name.  The merger was originally accounted for as a
"purchase", but after discussions with the Securities and Exchange
Commission, the accounting treatment of the merger was changed to a
manner similar to a "pooling of interests".  [Since the change in
accounting treatment, the Company has recast its financial statements, to
reflect "pooling" accounting.]  In addition, at the time of the bank's
merger, the Company merged with BOS Bancshares, Inc., a Louisiana
corporation and the registered bank holding company for South Bank.  The
Company was the surviving entity in that merger.  The Company is the sole
shareholder and registered bank holding company of the Bank.
     Other than owning and operating the Bank, the Company may also
engage, directly or through subsidiary corporations, in those activities
closely related to banking that are specifically permitted under the BHC
Act.  See "Supervision and Regulation".  The Company, after acquiring the
requisite approval of the Board of Governors of the Federal Reserve
System (the "FRB") and any other appropriate regulatory agency, may seek
to engage de novo in such activities or to acquire companies already
engaged in such activities.  The Company has not conducted, and has no
present intent to conduct, negotiations for the acquisition or formation
of any entities to engage in other permissible activities.  There can be
no assurance, however, that the Company will not form or acquire any
other entity.
     If the Company attempts to form or acquire other entities and engage
in activities closely related to banking, the Company will be competing
with other bank holding companies and companies currently engaged in the
line of business or permissible activity in which the Company might
engage, many of which have far greater assets and financial resources
than the Company and a greater capacity to raise additional debt and
equity capital.  See "Business of the Company and the Bank--Territory
Served and Competition".

Banking Industry
     The Company derives its revenues largely from dividends from the
Bank.  As is the case with any financial institution, the profitability
of the Bank is subject, among other things, to fluctuating availability
of money, loan demand, changes in interest rates, actions of fiscal and
monetary authorities, and economic conditions in general.  See "Business
of the Company and the Bank", "Supervision and Regulation", and
"Management's Discussion and Analysis of the Financial Condition and
Results of Operations of the Company and the Bank".

Banking Products and Services
     The Bank is a full service commercial bank that provides a wide
range of banking services for its customers.  Some of the major services
that it offers include checking accounts, negotiable order of withdrawal
("NOW") accounts, individual retirement accounts ("IRAs"), savings and
other time deposits of various types, and business, real-estate, personal
use, home improvement, automobile, and a variety of other loans, as
discussed more fully below.  Other services include letters of credit,
safe deposit boxes, money orders, traveler's checks, credit cards, wire
transfer, electronic banking, night deposit, and drive-in facilities.
Prices and rates charged for services offered are competitive with the
area's existing financial institutions.
     The Company offers a wide variety of fixed and variable rate loans
to qualified borrowers.  With regard to interest rates, the Bank
continues to meet legal standards

while remaining competitive with the existing financial institutions in
its market area.  The specific types of loans that the Bank offers
include the following:

     Consumer Loans.  The Company's consumer loans consist of automobile,
mobile home, recreational vehicle, and boat loans; home improvement and
second-mortgage loans; secured and unsecured personal expense loans; and
educational loans.
     Real Estate Loans.  The Company's real estate loans consist of
residential first and second mortgage loans on one-to-four family homes;
construction and development loans; multiple dwelling unit loans; housing
rehabilitation loans; loans to purchase developed real property; and
commercial real estate loans.
     Commercial Loans (Secured and Unsecured).  The Company's commercial
loans consist of working capital loans, accounts receivable loans, and
inventory loans to small businesses.
     Credit Cards.  The Company offers a variety of nationally recognized
credits cards, in addition to its own Mr. Bol credit card, and private
label credit cards for use at retail establishments nationwide.  As of
December 31, 2000, the Company held $18,291,941 in credit card
receivables.
     Proprietary Accounts.  The Company has a number of proprietary
accounts it services. The Company's proprietary accounts consist largely
of small to medium sized merchants who have issued their own private-
label credit cards.  The Company acquires these credit card accounts at a
discount, typically with reserves posted, and requires the merchant to
repurchase accounts 180 days or more past due.  As of December 31, 2000,
the Company held $1,745,318 in proprietary accounts.
     Mortgage Lending.  The Company offers 15- and 30-year fixed and
adjustable rate conventional and jumbo home mortgages.  The Company sells
all mortgage loans in the secondary market and does not retain the
servicing rights thereon.

Territory Served and Competition
     Market Area.  The market area for the Company is defined in the
Company's Community Reinvestment Act Statement as the greater New Orleans
metropolitan area.  This area includes all of the City of New Orleans and
surrounding Parishes.  The Company has branch offices in Orleans,
Jefferson and St. Tammany Parishes.
     Population.  From 1980 to 1990, the population of New Orleans
remained constant with approximately 500,000 persons.  The population of
Jefferson and St. Tammany Parishes were approximately 650,000 as of
December 31, 1990.
     Competition.  The Company competes with other commercial banks in
New Orleans and with savings and loan associations, credit unions, and
other types of financial services providers.  The Company is one of the
smallest commercial banks in New Orleans in terms of assets and deposits.
     Economy.  The economy of New Orleans is supported by the tourism,
shipping and energy industries.  The Company has no material
concentration of deposits from any single customer or group of customers,
nor is a significant portion of its loans concentrated in a single
industry or group of related industries.  There are no material seasonal
factors that have any adverse effect on the Company.  The Company does
not rely on foreign sources of funds or income, and the Company does not
expend any material percentage of its income in complying with applicable
environmental laws.

Employees
     As of December 31, 2000, the Company had approximately 155 full-time
and approximately 13 part-time employees.  The Company considers its
relationship with its employees to be very good.  The employee benefit
programs provided by the Company include group life and health insurance,
paid vacations, and sick leave.  The Company has no employees who are not
employees of the Company.  See "Item 11, Executive Compensation".


Item 2 Property
     In addition to its main office, the Company has six branch locations
and an operations center.  Set forth below is a description of the
offices of the Company.

     Main Office.  The main office of the Company is located at 300 St.
Charles Avenue in the central business district of New Orleans,
Louisiana.  On September 30, 1991, the Company purchased a four-story
building located at 300 St. Charles Avenue from the Resolution Trust
Corporation (the "RTC") for the price of $402,500.  The purchase was
financed by a loan from director Edward J. Soniat to the Company. As of
December 31, 2000, there is a balance of $62,073 in principal and accrued
but unpaid interest outstanding on the loan from Mr. Soniat to the
Company.  See "Management--Certain Transactions".  The building consists
of approximately 13,100 square feet of office space, and parking is
provided on the streets and commercial lots nearby.  The Company occupies
the ground floor and the fourth floor.  The second and third floors are
leased to the LeMoyne Bienville Club.  Rental income received from the
club is $2,165 per month.  The initial term of the club's lease is for 25
years, expiring on December 15, 2003.
     Carrollton Branch.  The Carrollton Branch of the Company is located
in the Carrollton Shopping Center at 3846 Dublin Street, New Orleans,
Louisiana.  The premises consist of approximately 4,700 total square feet
of office space, and parking is provided by the shopping center.  The
Company leases the office space on a month-to-month basis from Carrollton
Central Plaza.  The Company pays $2,866 per month in lease payments.
     Severn Branch.  The Severn Branch of the Company is located in the
central business district of Metairie at 3340 Severn Avenue, Metairie,
Louisiana.  The premises consist of approximately 4,600 total square feet
of office space on the first floor of a four-story office building, and
parking is provided for approximately 100 cars.  The Company leases the
office space from Severn South Partnership, an affiliate of the Company.
See "Certain Relationships and Related Transactions."  Pursuant to an
Amendment to Lease dated May 1, 1999, the lease commenced on June 1,
1999, and terminates on May 31, 2003.  The lease payments are $12,456,
plus a percentage of operating costs, per month.
     Oakwood Branch.  The Oakwood Branch of the Company is located in the
Oakwood Shopping Center at 197 Westbank Expressway, Gretna, Louisiana.
The premises consist of approximately 4,160 total square feet of office
space, which includes 1,560 square feet of drive-in facility, and parking
is provided by the shopping center.  The Company leases the building from
Oakwood Shopping Center, Ltd.  The lease commenced on June 1, 1991, and
terminates on May 31, 2001.  The lease payments are $11,832 per month.
     Lapalco Branch.  The Lapalco Branch of the Company is located in the
Belle Meade Plaza Shopping Center at 605 Lapalco Boulevard, Gretna,
Louisiana.  The premises consist of approximately 2,500 square feet of
office space in a one-story building, and parking is provided by the
shopping center.  The Company leases the building from Belle Meade
Developers.  The lease commenced on January 1, 1996, and terminates on
January 1, 2001.  The lease payments are $5,848 per month.
     Gause Branch.  The Gause Branch of the Company is located in the
central business district of Slidell at 636 Gause Boulevard, Slidell,
Louisiana.  The premises consist of approximately 13,800 total square
feet of office space in a three-story office building, and parking is
provided for approximately 50 cars.  The Company owns the building and
underlying land upon which this branch is situated.  The Company occupies
approximately 3,300 square feet in this building and leases the remaining
space to various tenants for varying rental rates and terms.  Rental
income received during 2000 totaled $113,504.
     Tammany Mall Branch.  The Tammany Mall Branch of the Company is
located at 3180 Pontchartrain, Slidell, Louisiana.  The premises consist
of approximately 4,000 total square feet of office space, and parking is
provided for approximately 40 cars.  The Company leases the building on a
month-to-month basis from Tammany Mall Partnership, an affiliate of the
Company.  See Item 13, "Certain Relationships and Related Transactions".
The lease payments are $6,200 per month.

     Operations Center.  The Company's operations center, housing its
data processing, credit card, bookkeeping, and marketing departments, is
located at 3340 Severn Avenue, Metairie, Louisiana.  The building
consists of approximately 44,500 total square feet of space in a four-
story office building, and parking is provided for approximately 200
cars.  The Company leases 20,770 square feet from Severn South
Partnership, an affiliate of the Company, under two separate leases.  See
"Certain Relationships and Related Transactions."  Pursuant to an
Amendment to Lease dated May 1, 1999, the leases commenced on June 1,
1999, and will terminate on May 31, 2003.  The lease payments total
$27,384, plus a percentage of operating costs, per month.

Item 3 Legal Proceedings
     Because of the nature of the banking industry in general, the
Company and the Bank are each parties from time to time to litigation and
other proceedings in the ordinary course of business, none of which
(other than those described below), either individually or in the
aggregate, have a material effect on the Company's and/or the Bank's
financial condition.
     Other than the lawsuits described below, the Company has either (i)
posted reserves adequate to pay any judgments that may be rendered
against the Company and such posting is reflected in the Company's
consolidated financial statements for the period ending December 31,
2000, or (ii) believes the lawsuit is without sufficient merit or
monetary exposure to require the posting of a reserve.  Indeed, should
the Company be successful in any of those lawsuits in which it has posted
reserves, recoveries would be realized and the Company's consolidated net
income would be positively impacted.
     The following actions, however, have been brought against the
Company and, if the claimants were wholly successful on the merits, could
result in significant exposure to the Bank:

     1.  The Company is a defendant in a lawsuit filed by another bank
alleging the Company improperly dishonored checks totaling $979,000.  The
Company claims that such checks were properly returned "nonsufficient
funds".  When these checks were returned to the Plaintiff, of the
$979,000, one check for $110,000 was misplaced by the FRB and therefore
returned late to the Plaintiff.  The Company was forced to cover the
amount of the check.  The Company filed a counter suit against the
Plaintiffs for contribution on the $110,000 loss and for tortuous
interference.  The Plaintiff filed exceptions to the counter suit.  These
exceptions were heard in the district court and the Company's right to
contribution was maintained, however the Company's suit for tortuous
interference was dismissed.  On appeal, the appellate court sustained the
Company's right to contribution and overruled the lower court's decision
on tortuous interference, finding that the Company could maintain such a
cause of action.  The Louisiana Supreme Court denied writs filed by the
Plaintiff.  The case is currently awaiting trial.  The Company is
vigorously defending all claims asserted in this suit.
     Expected Results:  Outside counsel advises that the Company will not
pay any damages in this matter and the likelihood is reasonably high that
the Company will obtain some recovery from the Plaintiff.
     2.  The Company is a defendant in a lawsuit filed by a proprietary
merchant alleging that the Company mishandled the Plaintiff's proprietary
credit card portfolio.  The Plaintiff seeks to recover in excess of
$1,800,000.  The Bankruptcy Court has established an escrow account, in
which $270,404 was on deposit as of October 31, 1996, for the protection
of the Company.  This amount would significantly reduce any losses
incurred by the Company in the event the Plaintiff is wholly successful
on the merits.  During 1997, a judgment was rendered against the Bank,
and accordingly, a provision for loss of $150,000 has been charged to
operation.  The Bank has counter sued and in March 2000, a decision was
rendered in favor of the Bank and accordingly, the $150,000 was reversed
and is reflected in operations.  In February 2001 the $243,000 deposit
for bond together with interest has been returned to the Bank.
     Expected Results:  Outside counsel advises that the Plaintiff will
not prevail at all against the Company and that the Company will be able
to fully recover all of its losses in this matter.

Item 4 Submission of Matters to a Vote of Security Holders
     There were no matters submitted, during the fourth quarter of fiscal
year 2000, to a vote of security holders, through the solicitation of
proxies.

Item 5 Market for Registrant's Common Equity and Related Stockholder
Matters
     There is no established trading market in the shares of Bank Stock,
as the Company owns 100% of the issued and outstanding shares of Bank
Stock.  There is no established trading market in the shares of Company
Common Stock.  The Company Common Stock is not listed or quoted on any
stock exchange or automated quotation system.  Management is aware,
however, that Dorsey & Company, New Orleans, Louisiana does make a market
in the Company Common Stock.  The following table sets forth the range of
high and low sales prices of Company Common Stock since 1999, as
determined by the Company based on trading records of Dorsey & Company.
The following table does not purport to be a listing of all trades in
Company Common Stock during the time periods indicated, but only those
trades of which Dorsey and Company has informed the Company.  The prices
indicated below do not reflect mark-ups, mark-downs, or commissions, but
do represent actual transactions.  Finally, the prices listed below are
not necessarily indicative of the prices at which shares of Bank Stock
would trade.  As of December 31, 2000, the Company had approximately 654
shareholders of record.

                                 
2000

                              High      Low
First Quarter                  $7.00    $5.00
Second Quarter                  7.00     5.00
Third Quarter                   7.00     5.00
Fourth Quarter                  7.50     4.00

1999


First Quarter                   7.00     5.00
Second Quarter                  7.00     5.00
Third Quarter                   7.00     5.00
Fourth Quarter                  7.00     5.00

Principal Shareholders
     Other than directors, officers, and directors and officers as a
group identified in the table in "Directors and Executive Officers of the
Company", there were no persons who, to the knowledge of management of
the Company, beneficially owned 5% or more of the Company Common Stock as
of December 31, 2000.  See "Item 12 Security Ownership of Certain
Beneficial Owners and Management".


Item 6 Selected Consolidated Financial Data of the Company

                                                 For The Years Ended
                                                   December 31,
                                 2000     1999      1998      1997      1996

                             (dollars in thousands, except per share data)
                                                        
Operations:
 Net Interest Income             $7,727   $7,502    $7,827    $8,189   $10,133
 Prov for (Recovery Of) Loan        308    (154)     1,085     3,630     2,040
Losses
 Other Income                     2,123    2,134     2,249     2,938     2,440
 Other Expense                    8,993    9,650     9,123    10,643    10,647
 Income Tax Expense (Benefit)       170       46        96   (1,171)      (20)
 Net Income (Loss)                  379       94     (228)   (1,975)      (94)

Per Share:
 Common Shares Outstanding      179,145  179,145   179,145   179,145   179,145
 Net Income (Loss)                 2.11     0.53    (1.27)   (11.03)    (0.52)
 Cash Dividends - Common           0.00     0.00      0.00      0.00      0.00
 Book Value at End of Period      19.10    16.89     16.46     16.62     27.64
 Preferred Shares Outstanding 2,302,811 2,302,811 2,302,811 2,302,811 2,302,911
 Cash Dividends - Preferred        0.00     0.00      0.00      0.00      0.00
Stock

Balances at End of Period:
 Investment Securities            3,370    3,370     4,789    10,567     9,060
 Fed Funds Sold                  25,905   24,785    26,950    21,150    14,400
 Loans, Net of Unearned          57,727   58,781    61,542    57,619    69,298
Interest
 Allowance for Loan Losses        1,800    1,800     1,800     1,800     1,500
 Other Real Estate Owned          1,074    1,274     1,357     1,473     2,273
 Total Assets                    94,707  100,109   103,886   102,709   106,091
 Total Deposits                  85,164   90,555    94,583    93,941    95,141
 Shareholders' Equity             5,722    5,329     5,185     5,280     7,251

Ratios:
 Return on Average Assets         0.18%    0.09%    -0.23%    -1.95%    -0.09%
 Return on Average Equity         3.10%    1.93%    -4.18%   -34.49%    -1.27%
Primary Capital to Total Assets &
 Allowance for Possible Loan      6.16%    5.42%     5.12%     5.23%     6.93%
Losses
Allowance for Possible Loan Losses
 as a Percentage of Loans,        3.12%    3.06%     2.92%     3.12%     2.61%
Net
Non-Performing Loans as a
 Percentage of Loans, Net (1)     0.09%    0.07%     0.13%     0.15%     0.47%
Non-Performing Loans as a
 Percentage of Total Assets       1.19%    1.31%     1.38%     1.51%     2.44%
(2)
Capital Ratios: Bank
 Tier 1 Risk Based Capital       12.27%   10.50%    10.27%    10.61%    12.32%
Ratio
 Risk Based Capital Ratio        13.54%   11.77%    11.54%    11.88%    13.58%
 Tier 1 Leverage Ratio            7.81%    6.80%     6.89%     6.84%     8.60%


(1) Non-performing loans are comprised of non-accrual loans and restructured
loans.  As of dates reported the Company did not have any restructured
loans.
(2) Non-performing assets are comprised of non-performing loans, ORE and other
repossessed assets.


Item 7         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS OF THE COMPANY

     The following discussion and analysis is intended to provide a
better understanding of the consolidated financial condition and results
of operations of BOL Bancshares Inc. (the "Company") and its bank
subsidiary, (the "Bank") for the years ending December 31, 2000, 1999 and
1998.  This discussion and analysis should be read in conjunction with
the consolidated financial statements, related notes and selected
financial data appearing elsewhere in this report.

     The preceding chart reflects the most recent five years of the
Company's operations.

Overview

     The Company had total assets of $94,707,000 at December 31, 2000 and
$100,109,000 at December 31, 1999.  The Company currently operates
through seven locations, five in the metropolitan New Orleans area and
two in St. Tammany Parish.
     Loans comprise the largest single component of the Company's
interest earning assets and provide a far more favorable return than
other categories of earnings assets.  The Company's loans totaled
$55,927,000 and $56,981,000 net of unearned discount and Allowance for
Loan Losses at December 31, 2000 and 1999, respectively.  The Company's
net interest margin was 8.71% for the year ended December 31, 2000.
     Historically, credit card loans have been an important part of the
Company's total loan portfolio.  At December 31, 2000, credit card loans
were $18,292,000 and represented 32.71% of the Company's loan portfolio
of $55,927,000.  At December 31, 1999, credit card loans were $21,014,000
and represented 36.88% of the Company's loan portfolio of $56,981,000.
The decrease in the Company's credit card loans during 2000 was largely
attributable to (i) competition from other banks and non-traditional
credit card issuers such as AT&T and GMAC; (ii) the Company's loss of
proprietary business; and (iii) tightening of the Company's underwriting
standards.
     The Company's current strategy is to continue to grow its
traditional banking operations primarily in the metropolitan New Orleans
area and to expand its credit card lending and proprietary accounts.  The
Company has initiated an aggressive marketing campaign to acquire several
Visa and MasterCard portfolios and proprietary accounts.  The Company
focuses on providing its customers with the financial sophistication and
breadth of products of a regional bank while successfully retaining the
local appeal and level of service of a community bank.

Results of Operations

Net Income
     The Company earned $379,000, or $2.11 per share in 2000.  In 1999
the net income was $94,000 or $.53 per share and in 1998 the net loss was
$228,000 or $(1.27) per share.
     In 2000, the increase in net income of $285,000 over 1999 income was
primarily due to the Company recovering $202,000 in the settlement of a
lawsuit against a proprietor.  Interest expense decreased $216,000; non-
interest expenses decreased $657,000 primarily from a decrease in legal
fees of $404,000 due to the settlement of the above-mentioned lawsuit.
     In 1999, the $322,000 increase in income from the 1998 loss was
primarily due to the company recovering $1,100,000 in the settlement of a
lawsuit against a proprietor and the decrease in interest expense of
$140,000.  Interest income decreased $466,000, non-interest income
decreased $115,000 while non-interest expense increased $527,000 from the
year 1998.


Net Interest Income
     Net interest income increased $225,000 or 3.00% to $7,727,000 in
2000 from $7,502,000 in 1999.  This increase is mainly due to a decrease
in interest expense on deposits which decreased $216,000 or 11.70% to
$1,630,000 in 2000 from $1,846,000 in 1999.  Total interest bearing
deposits decreased $4,116,000 or 7.45%.

     The Company's average balances, interest income and expense and
rates earned or paid for major balance sheet categories are set forth in
the following table:


TABLE 1 Average Balances, Interests and Yields

                                         2000                    1999                   1998
                             Average               Average                 Average
(Dollars in Thousands)       Balance Interest Rate Balance Interest Rate Balance  Interest   Rate
                                                                  
ASSETS
INTEREST-EARNING ASSETS:
 Loans, net of unearned income (1)(2)
  Taxable                      56,769  7,403 13.04%  57,397   7,638 13.31% 59,335   8,214 13.84%
  Tax-exempt                        0                     0
Investment securities
  Taxable                       3,318    170 5.14%    4,011     191  4.76%  7,768     456 5.87%
  Tax-exempt                        0                     0                      0       0 0.00%
Interest-bearing deposits           0      0 0.00%      0       0 0.00%      0       0 0.00%
Federal funds sold             28,602  1,784 6.24%  30,645   1,519 4.96% 21,566   1,145 5.31%
  Total Interest-Earning       88,689  9,357 10.55%  92,053   9,348 10.16% 88,669   9,815 11.07%
Assets
Cash and due from banks         5,450                  5,739                  5,617
Allowance for loan Losses      (1,807                (1,792)                 (1,806
                                    )                                         )
Premises and equipment          2,324                  2,678                  2,592
Other Real Estate               1,165                  1,350                  1,432
Other assets                    1,825                  1,130                  2,634
  TOTAL ASSETS                 97,646                101,158                 99,138
LIABILITIES AND SHAREHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES:
Deposits:
 Demand Deposits               18,229    288 1.58%  19,873     332 1.67% 18,109     399 2.20%
 Savings deposits              25,415    744 2.93%  26,704     784 2.94% 26,381     806 3.06%
 Time deposits                  9,763    382 3.91%  11,583     520 4.49% 11,879     569 4.79%
  Total Interest-Bearing       53,407  1,414 2.65%  58,160   1,636 2.81% 56,369   1,774 3.15%
Deposits
Federal Funds Purchased
Securities sold under agreements
to repurchase
Other Short-term borrowings         0                      0                      0
Long-Term debt                  2,229    216 9.69%   2,249     210 9.34%  2,278     214 9.39%
  Total Int-Bearing            55,636  1,630 2.93%  60,409   1,846 3.06% 58,647   1,988 3.39%
Liabilities
Noninterest-bearing deposits   34,479                 34,670                 33,729
Other liabilities               1,836                  1,210                  1,302
Shareholders' equity            5,695                  4,869                  5,460
TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY          97,646                101,158                 99,138
Net Interest Income                    7,727                   7,502                  7,827
Net Interest Spread                           7.62%                   7.10%                  7.68%
Net Interest Margin                           8.71%                   8.15%                  8.83%

(1) Fee income relating to loans of $709,000 in 2000, $669,000 in 1999 and
$569,000 in 1998 is included in interest income.
(2) Nonaccrual loans are included in average balances and income on such loans,
if recognized, is recognized on the cash basis.
(3) Interest income does not include the effects of taxable-equivalent
adjustments for the three years ended December 31, 2000, 1999, and 1998 using a
federal tax rate of 34%.



TABLE 2 Rate/Volume Analyses (1)

                             2000 Compared to 1999   1999 Compared to 1998
                                  Change                   Change
                                  in                     in
                              Interest Due to Total  Interest Due to  Total
(Dollars in Thousands)          Volume   Rate Change   Volume    Rate Change
                                                    
Net Loans:
 Taxable                         (151)  (84)  (235)     (308)   (268)  (576)
 Tax-Exempt (2)                    -     -     -            -     -      -
Investment Securities              -     -     -            -     -      -
 Taxable                           12   (33)  (21)       (44)   (221)  (265)
 Tax-Exempt (2)                    -     -     -            -     -      -
Interest-Bearing Deposits          -     -     -            -     -      -
Federal Funds Sold                366   (101)  265       (108)   482    374
  Total Interest Income           227   (218)    9       (460)    (7)  (467)
Deposits:
 Demand Deposits                  (16)   (27)  (44)      (106)    39    (67)
 Savings Deposits                  (3)   (38)  (40)       (32)    10    (22)
 Time Deposits                    (56)   (82) (138)       (35)   (14)   (49)
  Total Interest-Bearing          (75)   (147)(222)      (173)    35   (138)
     Deposits
Federal Funds Purchased             -     -     -            -     -      -
Securities Sold under               -     -     -            -     -      -
Agreements to Repurchase
Other Short-Term Borrowings         -     -     -            -     -      -
Long-Term Debt                      8     (2)   6          (1)    (3)    (4)
  Total Interest Expense          (67)  (149) (216)       (174)    32  (142)

(1) The change in interest due to both rate and volume has been allocated
to the components in proportion to the relationship of the dollar amounts of
the change in each.
(2) Reflects fully taxable equivalent adjustments using a federal tax rate
of 34%.

Provision for Loan Losses
     Management's policy is to maintain the allowance for possible loan
losses at a level sufficient to absorb estimated losses inherent in the
loan portfolio.  The allowance is increased by the provision for loan
losses and decreased by charge-offs, net of recoveries.  Management's
evaluation process to determine potential losses includes consideration
of the industry, specific conditions of individual borrowers, historical
loan loss experience and the general economic environment.  As these
factors change, the level of loan loss provision changes.
     At December 31, 2000, the allowance for possible loan losses was
$1,800,000 and was that same amount at December 31, 1999.  In 2000, the
provision for loan losses was $308,000 compared to (recovery of)
$(154,000) in 1999.  Net charge-offs were $308,000 for 2000 compared to
net recoveries of $154,000 in 1999 and net charge-offs of $1,086,000 in
1998.  The decrease in provisions for 2000 over 1999 and 1998 primarily
resulted from the recovery of $202,000 in 2000 and $1,100,000 in 1999
from the settlement of a major piece of litigation on a proprietary
account, which was previously charged off.  Based on the volume of credit
card charges and payments, the credit card portfolio turns over every
eight to nine months, requiring a provision to loan loss allowance less
than annual charge-offs due to recoveries being contemporaneously made.



TABLE 3 Allowance for Loan Losses

                                                December 31,
                                2000     1999      1998      1997      1996
                               (Dollars in Thousands)
                                                     
Balance at beginning of       $1,800   $1,800    $1,800    $1,500    $1,500
period
Charge-Offs:
 Commercial                        3       49        24        22        51
 Real estate                       6        0         6        20         0
 Installment                      38       41        43        94        43
 Credit Cards                  1,099    1,491     1,877     3,996     2,728
Total Charge-offs              1,146    1,581     1,950     4,132     2,822
Recoveries:
 Commercial                        8       11        13       100       135
 Real estate                      55        2        30        14         6
 Installment                       4       17        23        24        27
 Credit Cards                    771    1,705       798       664       614
Total Recoveries                 838    1,735       864       802       782
Net charge-offs                  308    (154)     1,086     3,330     2,040
Provision for (recovery          308    (154)     1,086     3,630     2,040
of) loan losses
Balance at end of period      $1,800   $1,800    $1,800    $1,800    $1,500
Ratio of net charge-offs during
period to average loans        0.54%   -0.27%     1.83%     5.35%     2.77%
outstanding
Allowance for possible loan losses
as a percentage of loans       3.22%    3.16%     3.00%     3.12%     2.16%


Other Income
     An important source of the Company's revenue is derived from other
income.  The following table sets forth the major components of other
income for the last three years.


TABLE 4 Other Income

                                                              $ Change From
                                   December 31,              Prior Year
                                2000     1999      1998      2000      1999
                                        (Dollars in Thousands)
                                                      
Service Charges                  512      545       653      (33)     (108)
NSF Charges                      564      628       666      (64)      (38)
Gain on Sale of Securities         0        0         0         0         0
Cardholder & Other Cr Card       503      497       456         6        41
Inc
Membership Fees                  137      176       224      (39)      (48)
Other Comm. & Fees                97       97        34       (0)        63
ORE Income                         3        9        13       (6)       (4)
Gain on Sale of ORE               13       27        20      (14)         7
Rev of Litigation                150        0         0       150         0
Settlement
Other Income                     144      156       183      (12)      (27)
   Total Other Income         $2,123   $2,135    $2,249     ($12)    ($114)



     Total other income decreased to $2,123,000 in 2000 from $2,135,000
in 1999 or a 0.56% decrease.
     Total other income decreased to $2,135,000 in 1999 from $2,249,000
in 1998 or a 5.07% increase.

Other Expense
     The major categories of other expense include salaries and employee
benefits, occupancy and equipment expenses and other operating costs
associated with the day-to-day operations of the Company.

     The following table sets forth the major components of other expense
for the last three years:


TABLE 5 Other Expense

                                                              $ Change From
                                   December 31,              Prior Year
                                2000     1999      1998      2000      1999
                                        (Dollars in Thousands)
                                                       
Salaries & Benefits            4,327    4,158     3,670       169       488
Occupancy Expense              1,969    1,969     1,956         0        13
Advertising Expense              108      103       117         5      (14)
Communications                   184      199       208      (15)       (9)
Postage                          263      301       357      (38)      (56)
Loan & Credit Card Expense       933    1,031     1,005      (98)        26
Professional Fees                215      330       218     (115)       112
Legal Fees                       187      591       524     (404)        67
Insurance & Assessments           95       99        92       (4)         7
Stationery, Forms & Supply       239      317       303      (78)        14
ORE Expenses                      48       68       133      (20)      (65)
Loss on Litigation                 0        0        50         0      (50)
Other Operating Expense          425      484       491      (59)       (7)
   Total Other Expense        $8,993   $9,650    $9,124    ($657)      $526

     Total other expense decreased 6.81% to $8,993,000 in 2000 from
$9,650,000 in 1999.
     Total other expense increased 5.77% to $9,650,000 in 1999 from
$9,124,000 in 1998.

Provision for Income Taxes
     The income tax provision for the Company and the Bank on a
consolidated basis, for the year 2000 was $170,000 as compared to $46,000
in 1999 and $96,000 in 1998.  The provision for income taxes consists of
provisions for federal taxes only.  Louisiana does not have an income tax
for banks.

Financial Condition
     The Company manages its assets and liabilities to maximize long-term
earnings opportunities while maintaining the integrity of its financial
position and the quality of earnings.  To accomplish this objective,
management strives to effect efficient management of interest rate risk
and liquidity needs. The primary objectives of interest-sensitivity
management are to minimize the effect of interest rate changes on the net
interest margin and to manage the exposure to risk while maintaining net
interest income at acceptable levels.  Liquidity is provided by carefully
structuring the balance sheet.  The Company's asset liability committee
meets regularly to review both the interest rate sensitivity position and
liquidity.

Interest Rate Sensitivity
     The Bank has established, as bank policy, an asset/liability
management system that protects Bank profits from undue exposure to
interest rate risks.  The major elements used to manage interest rate
risk include the mix of fixed and variable rate assets and liabilities
and the maturity pattern of assets and liabilities.  It is the Company's
policy not to invest in derivatives in the ordinary course of business.
The Company performs a monthly review of assets and liabilities that
reprice and the time bands within which the repricing occurs.  Balances
are reported in the time band that corresponds to the instrument's next
repricing date or contractual maturity, whichever occurs first.  Through
such analysis, the Company monitors and manages its interest sensitivity
gap to minimize the effects of changing interest rates.
     The interest rate sensitivity structure within the Company's balance
sheet at December 31, 2000, has a net interest sensitive asset gap of
33.68% when projecting out one year.  In the near term, defined as 90
days, the Company currently has a net interest sensitive liability gap of
6.59%.  The information represents a general indication of repricing
characteristics over time; however, the sensitivity of certain deposit
products may vary during extreme swings in the interest rate cycle.
Since all interest rates and yields do not adjust at the same velocity,
the interest rate sensitivity gap is only a general indicator of the
potential effects of interest rate changes on net interest income.
     The following table illustrates the Company's interest rate
sensitivity analysis at December 31, 2000, as well as the cumulative
position at December 31, 2000.



TABLE 6 Interest Rate Sensitivity Analysis
                                      December 31, 2000             Over
                       30      60      90     120    180     One     One
                      Days    Days    Days   Days    Days   Year    Year
(Dollars in Thousands)
                                                    
Total
 Earning Assets
Securities-HTM             -   1,489         -       -       -    1,493        -
Securities - AFS           -       -         -       -       -        -       20
Loans                  7,959   2,388     2,127   7,613  14,577   14,543    8,523
Loans held for sale        -       -         -       -       -        -        -
Federal funds sold    26,950       -         -       -       -        -        -
Total Earning Assets  34,909   3,877     2,127   7,613  14,577   16,036    8,543

Non Earning Assets         -       -         -       -       -        -    7,025

TOTAL ASSETS          34,909   3,877     2,127   7,613  14,577   16,036   15,568


 Interest-Bearing Liabilities
Savings & Now         37,822       -         -       -       -        -        -
accounts
Money market           5,382       -         -       -       -        -        -
CD's < $100,000        1,415     785       484   1,359   1,121       39    1,906
CD's > $100,000            -       -       801       -       -      400        -
Federal Funds              -       -         -       -       -        -        -
purchased
Repurchase                 -       -         -       -       -        -        -
agreements
Other short-term           -       -         -       -       -        -        -
borrowings
Notes payable              -       -         -       -       -        -    2,226
Total Interest-       44,619     785     1,285   1,359   1,121      439    4,132
Bearing
Liabilities

Non Costing
Liabilities                -       -         -       -       -        -   40,967

TOTAL LIABILITIES     44,619     785     1,285   1,359   1,121      439   45,099

Interest Sensitivity (9,710)   3,092       842   6,254  13,456   15,597  (29,531)
Gap
Cumulative Gap       (9,710)  (6,618)   (5,776)    478  13,934   29,531     -
Cumulative Gap/Total Interest-
 Earning Assets      -11.07%  -7.55%  -6.59%  0.55%  15.89% 33.68%    0.00%


GAP & Interest Margin Spread
     By Bank policy we limit the Bank's earnings exposure due to interest
rate risk by setting limits on positive and negative gaps within the next
12 months.  These limits are set so that this year's profits will not be
unduly impacted no matter what happens to interest rates during the year.
In addition, we extend the scenarios out five years to monitor the risks
associated on a longer term.


Liquidity
     The purpose of liquidity management is to ensure that there is
sufficient cash flow to satisfy demands for credit, deposit withdrawals,
and other corporate needs.  Traditional sources of liquidity include
asset maturities and growth in core deposits.  The Company has maintained
adequate liquidity through cash flow from operating activities and
financing activities to fund loan growth, and anticipates that this will
continue even if the Company expands.
     Liquidity and capital resources are discussed weekly by the
management committee, the assets and liability committee and at the
monthly executive committee meeting.  Bank of Louisiana maintains
adequate capital to meet its needs in the foreseeable future.
     Measuring liquidity and capital on a weekly basis enables management
to constantly monitor loan growth, and shifting customer preferences.
The committee's in-depth reviews of current, projected, and worse case
scenarios through various reports ensure the availability of funds and
capital adequacy.
     The Bank intends on increasing capital by implementing an extensive
marketing program and evaluating all pricing fees and investing in
proprietary accounts, which will maximize the highest yield possible and
thereby improve earnings.
     There are no known trends, events, regulatory authority
recommendations, or uncertainties that the Company is aware of that will
have or that are likely to have a material adverse effect on the
Company's liquidity, capital resources, or operations.

Loans
     The loan portfolio is the largest category of the Company's earning
assets.  The following table summarizes the composition of the loan
portfolio for the last five years:


TABLE 7 Loans Net by Category

                                                 December 31,
                                2000      1999      1998     1997      1996
                                     (Dollars in Thousands)

                                                      
Commercial, financial, &       3,095     4,095     4,441    4,281     4,390
agricultural
Real estate-mortgage          32,622    30,976    28,861   24,643    22,370
Mortgage Loan Held for             0         0         0        0         0
Resale
Personal Loans                 3,917     2,845     3,006    5,106     5,731
Credit cards-Visa,            16,547    18,585    21,785   20,302    25,265
MasterCard
Credit cards-Proprietary       1,745     2,429     3,510    2,931    11,344
Overdrafts                       159       128       154      359       207
  Loans                       58,085    59,058    61,757   57,622    69,307
Less:
 Unearned income                 358       277       215        2         9
 Deferred loan fees                0         0         0        0         0
(costs), net
Allowance for possible         1,800     1,800     1,800    1,800     1,500
loan
losses
 Loans, net                  $55,927   $56,981   $59,742  $55,820   $67,798

     Total loans, which include loan loss reserves and unearned interest,
decreased $1,053,000 or 1.85% to $55,927,000 at December 31, 2000 from
$56,981,000 at December 31, 1999.  This decrease was primarily
attributable to the decrease in the Company's commercial loans of
$1,000,000 or 24.42%, a decrease in the credit card portfolio of
$2,722,000 or 12.95% which is offset by an increase in real estate loans
of $1,646,000 or 5.31%, an increase in personal loans of $1,072,000 or
37.68% over December 31, 1999 total loans.

     Total loans decreased $2,761,000 or 4.62% to $56,981,000 at December
31, 1999 from $59,742,000 at December 31, 1998.  This decrease was
primarily attributable to the decrease in the Company's credit card
portfolio of $4,282,000 or 16.93%, which was offset by an increase in
real estate loans of 2,114,000 or 7.33%.

     The following table shows the maturity distribution and interest
rate sensitivity of the Company's loan portfolio:



TABLE 8 Loan Maturity and Interest Rate Sensitivity

                                    December 31, 2000
                                       Maturing
                           Within     One To      Over
                             One     5 Years     5 Years   Total
                            Year
                                    (Dollars in Thousands)
                                              
Loan Maturity by
Type
Commercial, financial and
 agricultural                2,089         1,002        4   3,095
Real estate construction,
land
 and land                   18,317        11,363    2,587  32,267
development
All other loans             19,326         3,019       20  22,365
    Total                  $39,732       $15,384   $2,611 $57,727


Rate Sensitivity of Loans
Loans:
 Fixed rate loans           36,990        15,384    2,611  54,985
 Variable rate               2,693             0        0   2,693
loans
 Non-Accrual Loans              49             0        0      49
    Total                  $39,732       $15,384   $2,611 $57,727


Nonperforming Assets
     Nonperforming assets consist of nonaccrual and restructured loans
and ORE.  Nonaccrual loans are loans on which the interest accruals have
been discontinued when it appears that future collection of principal or
interest according to the contractual terms may be doubtful. Interest on
these loans is reported on the cash basis as received when the full
recovery of principal is anticipated or after full principal has been
recovered when collection of interest is in question.  Restructured loans
are those loans whose terms have been modified, because of economic or
legal reasons related to the debtors' financial difficulties, to provide
for a reduction in principal, change in terms, or fixing of interest
rates at below market levels.  ORE is real property acquired by
foreclosure or directly by title or deed transfer in settlement of debt.
     Nonperforming assets decreased $190,000 or 14.46% at December 31,
2000, to $1,123,000 from $1,314,000 December 31, 1999. At December 31,
2000 there were no restructured loans.
     Nonperforming assets decreased $123,000 or 8.55% at December 31,
1999, to $1,314,000 from $1,438,000 December 31, 1998.  At December 31,
1999 there were no restructured loans.
     Since 1996, the ratio of past due loans to total loans has decreased
from 3.31% to .66%.  During that time, the Company significantly reduced
its ratio of nonperforming assets to loans and ORE from a high of 2.87%
of total loans at December 31, 1996, to a low of 1.97% at December 31,
2000.

     When a loan is classified as nonaccrual, previously accrued interest
is reversed and interest income is decreased to the extent of all
interest accrued in the current year.  If any portion of the accrued
interest had been accrued in the previous years, accrued interest is
decreased and a charge for that amount is made to the allowance for
possible loan losses.  For 2000, the gross amount of interest income that
would have been recorded on nonaccrual loans at December 31, 2000, if all
such loans had been accruing interest at the original contract rate, was
$4,298.



TABLE 9 Nonperforming Assets


                                                 December 31,
                                2000      1999      1998     1997      1996
                                      (Dollars in Thousands)
                                                     
Nonaccrual Loans                  49        40        81       83       316
Restructured Loans                 0         0         0        0         0
Other Real Estate Owned        1,074     1,274     1,357    1,473     1,723
  Total Nonperforming         $1,123    $1,314    $1,438   $1,556    $2,039
Assets
Loans past due 90 days or        367       528       852    1,257     2,295
more
Ratio of past due loans to     0.66%     0.93%     1.42%    2.18%     3.31%
loans
Ratio of nonperforming assets to
loans
 and other real estate         1.97%     2.26%     2.34%    2.63%     2.87%
owned


Impaired Loans
     A loan is considered potentially impaired if: a) it is probable that
the Bank will be unable to collect all amounts due (principal and
interest) according to the terms of the loan agreement; b) A loan's
original contractual terms have been modified because of the
collectability concerns.
     Impairment assessment is based on the present value of expected
future cash flows related to the particular loan.  The Bank discounts
expected net future cash flows or the underlying collateral of a loan to
determine the appropriate loss allowance for the loan.
     For impaired loans that have risk characteristics in common with
other impaired loans, the Bank aggregates those loans and uses historical
statistics, such as average recovery period and average amount recovered,
along with a composite effective interest rate as a means of measuring
the impaired loans.
     If the measure of the impaired loan is less that the recorded
investment in the loan, including accrued interest net deferred loan fees
or costs, and unamortized premium or discount, the Bank recognizes the
impairment.
     The term recorded investment in the loan is distinguished from net
carrying amount of the loan because the latter term is net of a valuation
allowance, while the former term is not.  The recorded investment in the
loan does, however, reflect any direct write-down of the investment.
     When the Bank recognizes the impairment, we create a valuation
allowance with a corresponding charge to bad-debt expense or adjust an
existing valuation allowance for the impaired loan with a corresponding
charge or credit to bad debt expense.
     As of December 31, 2000 and 1999, there was no recorded investment
in loans that are considered impaired under SFAS 114 and 118.

Watch List
     The Bank's watch list includes loans, which, for management
purposes, have been identified as requiring a higher level of monitoring
due to risk, and includes both performing and nonperforming loans.  The
majority of watch list loans are classified as performing, because they
do not have characteristics resulting in uncertainty about the borrower's
ability to repay principal and interest in accordance with the original
terms of the loans.

     The watch list consists of classifications, identified as Type 1
through Type 4.  Types 1, 2 and 3 generally parallel the regulatory
classifications of loss, doubtful and substandard, respectively.  Type 4
generally parallels the regulatory classification of Other Assets
Especially Mentioned (OAEM).  These loans require monitoring due to
conditions which, if not corrected, could increase credit risk.  Total
watch list loans decreased 15.01% to $2,996,000 at December 31, 2000 from
$3,525,000 at December 31, 1999.

     Management is not aware of any potential problem loans other than
those disclosed above, which includes all loans recommended for
classification by regulators, which would have a material impact on asset
quality.

Other Real Estate
     The Bank's ORE category has also been affected by the depressed
economic conditions in Louisiana.  This was coupled with the adverse
impact the Bank encountered with the merger in 1988, whereby the Bank
inherited over $2,500,000 in ORE properties.
     These properties, which are held for sale, are recorded on the
Bank's records, at cost, adjusted to the lower of current appraised
value.  Any difference is charged to the allowance for loan losses in the
year of foreclosure.  Any subsequent writedowns and income and expenses
associated with ORE are included in the income and expense of the Bank.
     ORE totaled $1,074,000 at December 31, 2000, $1,274,000 at December
31, 1999, and $1,357,000 at December 31, 1998.   There was one new parcel
added in 2000.
     During the fiscal year 2000 the Bank sold 2 parcels of ORE totaling
$31,000 as compared to 3 parcels sold in 1999 totaling $168,000 and 2
parcels totaling $116,000 in 1998.  Historically the Bank has always sold
ORE parcels for a net gain, $13,000 in 2000, $27,000 in 1999, and $20,000
in 1998.  The costs associated with the sales of ORE are minimal as
compared to the gains, $0 in 2000, $3,000 in 1999, and $1,000 in 1998.
     The Bank annually obtains a current appraisal from a qualified
appraiser as to the fair market value of all ORE properties and adjusts
the book value accordingly.  Management voluntarily recognizes any
writedown due to reductions in the fair market value upon receipt of the
appraisal.
     Below is a schedule of all ORE parcels held as of December 31, 2000,
which are in excess of $50,000:


TABLE 10 Other Real Estate Over %50,000

                            Date      Book    AppraisalAppraisal
Address                   Acquired    Value     Date    Amount
                             (Dollars in Thousands)
                                                
123-125 Carondelet         01/17/91       423 02/01/00       460
617 N. Broad               09/24/91       391 10/01/99       605
27 Audubon Blvd            09/24/91       260 10/17/00       515

                                       $1,074



     In addition, any expenditure such as maintenance and repairs, etc.
is recognized during the year in which it occurred.  The net gain(cost)of
operation of ORE totaled ($32,000) in 2000, ($32,000) in 1999, ($100,000)
in 1998.  The following table reflects a breakdown of the income and
expense amounts related to ORE operations:



TABLE 11 Other Real Estate Income/Expense
                                         2000     1999      1998
                                  (Dollars in Thousands)
                                                    
ORE Income
Rental Income                               3        9        13
Gain on Sales                              13       27        20
Total Income                               16       36        33

ORE Expenses
Maintenance, Repairs, Upkeep &             15       20        40
Security
Real Estate Fees, Advertising &             5        7         6
Appraisals
Insurance                                  10       18        49
Sheriff Sale                                3        0         0
Legal Fees                                  1        4        20
Taxes                                      14       13        18
Writedowns                                  0        6         0
Loss on Sale                                0        0         0
Total Expenses                             48       68       133

Net Gain or Loss                        ($32)    ($32)    ($100)

Allocation of Allowance for Possible Loan Losses
     Allocation of the allowance for loan losses is based primarily on
previous credit loss experience, adjusted for changes in the risk
characteristics of each category.  Additional amounts are allocated based
on the evaluation of the loss potential of individual troubled loans and
the anticipated effect of economic conditions on both individual loans
and loan categories.  Since the allocation is based on estimates and
subjective judgment, it is not necessarily indicative of the specific
amounts of loan categories in which losses may ultimately occur.



Table 12 Allocation of Allowance for Possible Loan Losses
                      December 31,       December 31,      December 31,
                          2000               1999             1998
                     Allowance   % *   Allowance    % *   Allowance    % *
(Dollars in Thousands)
                                                    
Commercial,
financial
and agricultural           330 61.49%         324 55.53%         314  53.92%
Real Estate-                 -      -           -      -           -       -
Construction
Real Estate-Mortgage         -      -           -      -           -       -
Consumer Installment        124 6.70%         103  8.89%          99  5.12%
Credit Cards             1,346 31.81%       1,373 35.58%       1,387  40.96%
Unallocated                  -      -           -      -           -       -
     Total               1,800              1,800              1,800

                      December 31,       December 31,
                          1997               1996
                     Allowance   % *   Allowance    % *
(Dollars in Thousands)
Commercial,
financial
and agricultural           285 50.20%         263 33.61%
Real Estate-                 -      -           -      -
Construction
Real Estate-Mortgage         -      -           -      -
Consumer Installment       110 9.48%         118  8.57%
Credit Cards             1,405 40.32%       1,119 52.82%
Unallocated                  -      -           -      -
     Total               1,800              1,500

* Percentage of respective loan type to total loans.


Investment Securities
     The Company's investment portfolio policy is to maximize income
consistent with liquidity, asset quality, regulatory constraints, and
asset/liability objectives.  The Company's Board of Directors reviews the
policy not less than annually.  The levels of taxable and tax-exempt
securities and short-term investments reflect the Company's strategy of
maximizing portfolio yields while providing for liquidity needs. The
Investment securities totaled $3,400,000 at December 31, 2000, $3,400,000
at December 31, 1999, and $4,800,000 at December 31, 1998.  The majority
of the holdings are backed by U.S. Government or federal agency
guarantees limiting the credit risks associated with these securities.
The average maturity of the Company's securities portfolio was one year
or less at December 31, 2000.  At December 31, 2000 securities classified
as available-for-sale were $388,000 and $367,000 at December 31, 1999.
The gross unrealized holding gains on these securities at December 31,
2000 was $99,000 after taxes compared to net unrealized holding gains of
$272,000 after taxes at December 31, 1999.
     At December 31, 2000, the Company classified all of its U. S.
Treasury securities and obligations of U.S. government corporations and
federal agencies as held-to-maturity.

     The following table sets forth the carrying and approximate market
values of investment securities for the last three years:




TABLE 13 Investment Securities

                                       December 31,
                           2000           1999            1998
                      Amortized   Fair  Amortized   Fair  Amortized  Fair
                        Cost     Value  Cost       Value   Cost      Value
                                     (Dollars in Thousands)
                                                
U.S. Treasury securities and
 obligations of U.S. government
 corporations and        2,982  2,984     3,004   3,000     4,498   4,514
agencies
Other investments          291    388        90     367        90     291
    Total               $3,273 $3,372    $3,094  $3,367    $4,588  $4,805




TABLE 14 Securities Maturities and Yields

                                              December 31, 2000
                                             Amortized   Fair   Average
                                               Cost     Value   Yield (2)
                                                       
Available-for-Sale
U.S. Treasury securities
and
 obligations of U.S. government
 corporations and agencies
Due in 1 year or                                    -        -
less
Due 1-5 years                                        -        -
    Total                                            -        -        -

Held-to-Maturity
U.S. Treasury securities
and
 obligations of U.S. government
 corporations and agencies
Due in 1 year or                                 2,982    2,984   4.59%
less
Due 1-5 years                                        0        0   0.00%
    Total                                       $2,982   $2,984   4.59%

(1) This table excludes equity investments, which have no maturity date.
(2) Weighted average yields are calculated on the basis of the carrying value
of the security. The weighted average yields on tax-exempt obligations are
compounded on a fully taxable-equivalent basis assuming a federal tax rate of
34%.

     Included in Investment Securities are equity securities acquired
through foreclosure, which have no maturity date.  Below is a table of
these securities at December 31,2000 (dollars in thousands):




TABLE 15 Other Securities

                        

Mississippi River Bank       299,860
Liberty Financial             68,100
Services, Inc.
New Orleans SBIDCO, Inc.      20,000

 Total Other Securities     $387,960


Deposits
     Total deposits decreased $5,391,000 or 5.95% to $85,164,000 at
December 31, 2000 from $90,555,000 at December 31, 1999.  Core deposits,
the Company's largest source of funding, consist of all interest-bearing
and noninterest bearing deposits except certificates of deposits over
$100,000.  Core deposits are obtained from a broad range of customers.
Average interest-bearing core deposits decreased 7.78% in 2000.  Market
rate core deposits, primarily CD's of less of $100,000 and money market
accounts, decreased 15.19% in 2000.
     Total deposits decreased $4,028,000 or 4.26% to $90,555,000 at
December 31, 1999 from $94,583,000 at December 31, 1998.  Core deposits,
the Company's largest source of funding, consist of all interest-bearing
and noninterest bearing deposits except certificates of deposits over
$100,000.  Core deposits are obtained from a broad range of customers.
Average interest-bearing core deposits increased 2.48% in 1999.  Market
rate core deposits, primarily CD's of less of $100,000 and money market
accounts, increased 1.62% in 1999.

     Noninterest bearing deposits are comprised of business accounts,
including correspondent bank accounts, escrow deposits, as well as
individual accounts.  Average noninterest bearing demand deposits
represented 39.89% of average core deposits in 2000 compared to 38.10% of
average core deposits in 1999.
     The average amount of, and average rate paid on deposits by category
for the period shown are presented below:



TABLE 16 Selected Statistical Information


                                           December 31,
                             2000           1999         1998
                           Average         Average         Average
                           Amount   Rate   Amount   Rate   Amount  Rate
                                    (Dollars in Thousands)
                                                 
Noninterest-bearing         $34,479 N/A    $34,670 N/A    $33,729 N/A
Deposits
Interest-bearing Demand      18,229 1.58%  19,873 1.67%  18,109  2.20%
Deposits
Savings Deposits             25,415 2.93%  26,704 2.94%  26,381  3.06%
Time Deposits                 9,763 3.91%  11,583 4.49%  11,879  4.79%
   Total Average Deposits   $87,886       $92,830       $90,098



     The composition of average deposits for the last three years are
presented below:



TABLE 17 Deposit Composition


                                            December 31,
                               2000        1999           1998
                                    (Dollars in Thousands)

                          Average   % of     Average   % of     Average  % of
                         Balances  Deposits Balances  Deposits Balances Deposits
                                                
Demand, noninterest-         34,479 39.23%    34,670 37.35%    33,729 37.44%
bearing
NOW accounts                 13,360 15.20%    14,091 15.18%    13,295 14.76%
Money market deposit          4,869 5.54%      5,782  6.23%     4,814  5.34%
accounts
Savings accounts             25,415 28.92%    26,704 28.77%    26,381 29.28%
Other time deposits           8,312 9.46%      9,760 10.51%    10,481 11.63%
Total core deposits          86,435 98.35%    91,007 98.04%    88,700 98.45%
Certificates of deposit of
   $100,000 or more           1,451 1.65%      1,823  1.96%     1,398  1.55%
Total deposits              $87,886 100.00%  $92,830 100.00%  $90,098 100.00%


     The following table sets forth maturity distribution of Time
Deposits of $100,000 or more for the past three years:



TABLE 18 Maturity Distribution of Time Deposits $100,000 or More


                                                  December 31,
                                              2000      1999     1998
                                             (Dollars in Thousands)
                                                      
Three months or less                          801       633      614
After three months through one year           400       851      830
After one year through three years              0       200      200
    Total                                  $1,201    $1,684   $1,644



Other Assets and Other Liabilities
     The following are summaries of other assets and other liabilities
for the last three years:



TABLE 19 Other Assets & Other Liabilities


                                            December 31,
                                         2000      1999     1998
                                       (Dollars in Thousands)
                                                 
Interest Receivable                        64       108      213
Prepaid Expenses                          358       314      296
Accounts Receivable                       254     1,122      364
Cash Surrender Value                      411       394      393
Other Assets                               39        31       45
   Total Other Assets                  $1,126    $1,969   $1,311




                                            December 31,
                                         2000      1999     1998
                                       (Dollars in Thousands)

Accrued Expenses Payable                  229       228      150
Accounts Payable                            0         0        0
Deferred Membership Fees                   40        53       64
Blanket Bond Fund                          50        50       50
Other Liabilities                         698       920       85
   Total Other                         $1,017    $1,251     $349
Liabilities


Borrowings
     The Company's long-term debt is comprised primarily of debentures.
Each $500 debenture is secured by a pledge of 40.79 shares of the Bank's
stock.  The Bank has no long-term debt.  It is the Bank's policy to
manage its liquidity so that there is no need to make unplanned sales of
assets or to borrow funds under emergency conditions.  The Bank maintains
a Federal Funds line of credit in the amount of $1,000,000 with a
correspondent bank and also has a commitment from an upstream
correspondent that will increase our Federal Funds line of credit over
and above the normal amount by pledging unused securities.  The Bank can
borrow the amount of unpledged securities at the discount window at the
Federal Reserve Bank by pledging those securities.

Shareholders' Equity
     Shareholders' equity increased $393,000 or 7.37% to $5,722,000 at
December 31, 2000 from $5,329,000 at December 31, 1999.  This increase in
shareholders' equity since December 31, 2000, was attributable to
$379,000 in net income and an increase in accumulated other comprehensive
income of $14,000.
     Shareholders' equity increased $144,000 or 2.77% to $5,329,000 at
December 31, 1999 from $5,185,000 at December 31, 1998.  This increase in
shareholders' equity since December 31, 1998, was attributable to $94,000
in net income and an increase in accumulated other comprehensive income
of $50,000.

     The leverage ratio (Tier 1 capital to total assets) at December 31,
2000, was 7.81% compared to 6.80% at December 31, 1999, which are
compared to the minimum capital requirement of 4.00%.

     The leverage ratio (Tier 1 capital to total assets) at December 31,
1999, was 6.80% compared to 6.89% at December 31, 1998, which are
compared to the minimum capital requirement of 4.00%.
     At December 31, 2000, based on the Federal Reserve Board's
guidelines, the Company's Tier 1 risk based capital ratio was 12.27, and
the risk based capital ratio was 13.54%.
     At December 31, 1999, the Company's Tier 1 risk based capital ratio
was 10.50, and the risk based capital ratio was 11.77%.
     The ratio of average shareholders' equity to average assets was
5.83% in 2000, 4.81% in 1999, and 5.51% in 1998.


Supervision and Regulation Enforcement Action

     The Bank is currently subject to an enforcement action from its
primary regulators, the Federal Deposit Insurance Corporation (FDIC), and
the Office of Financial Institutions (OFI), in the form of a Memorandum
of Understanding.  See Note X "Regulatory Matters."

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

     LaPorte, Sehrt, Romig and Hand, Certified Public Accountants perform
all audit services for the Company and the subsidiary.  The same firm
will be retained to perform audit services in 2001.




Item 10 Directors and Executive Officers of the Company


                                                                  Principal
                                                                  Occupation
                                                                  For
                        Company Stock Beneficially Owned          Last Five
                                                                  Years
                                Common              Preferred     If Not With
Name (Age)        Position      Number Percent   Number Percent   The Company
                  Held
                                                   
G. Harrison Scott Director;     58,480 32.64%    104,798 4.55%     N/A
(77)              Chairman of the
                  Board of the
                  Company and the Bank

James A. Comiskey Director;     36,559 20.41%(1) 101,520 4.41%     N/A
(74)              President of the
                  Company and the Bank

Douglas A.        Director of    2,740 1.53%(2)   18,537    (*) President,
Schonacher        the
(70)              Company and the Bank                          V.I.P. Dist.

Gordon A. Burgess Director of    1,015   (*)      36,164  1.57% President,
                 the
(67)              Company and the Bank                          Tangipahoa
                                                                Parish Council

Lionel J. Favret, Director of      571   (*)      31,656  1.38% Retired
Sr.               the
(89)              Company and the Bank

Leland L. Landry  Director of    3,800 2.12%       2,387    (*) President,
                  the
(74)              Company and the Bank                          Landry Realty

Edward J. Soniat  Director of    9,495 5.30%     249,448 10.83% President,
                 the
(88)              Company and the Bank                          Blaise
                  and Secretary of the                          Parking
                  Company                                       Enterprise
                                                                Corp.

Non-Director Executive
Officers

Peggy L.         Treasurer        50   (*)      2,772   (*)     N/A
Schaefer         of
(49)             the Company and
                 Senior Vice President, and
                 Chief Financial Officer of the
                 Bank

All Directors & Executive    112,710 62.92%   547,282 23.77%
Officers as a group (8 persons)


(*) Represents less than 1% of the shares outstanding.

(1)  Includes 47 common shares and 2,661 preferred shares owned by
     Director Comiskey's spouse.
(2)  Includes 2,525 common shares and 9,213 preferred shares owned by
     Director Schonacher's spouse.


     Directors of the Company each serve for a term of one year.
     Messrs. Scott, Comiskey, Favret, and Soniat have served as directors
since 1981.  Messrs. Burgess, Landry, and Schonacher have served as
directors since 1988.  Mr. Scott has served as Chairman of the Board of
the Company since 1981.  Mr. Soniat has served in his capacity as
Secretary of the Company since 1988.  Ms. Schaefer has served in her
capacity as Treasurer of the Company since 1988 and as a Bank officer
since 1983.
     No family relationships exist among the current directors or
executive officers of the Company or the Bank, and, except for service as
directors of the Company, no director of the Company is a director of any
other company with a class of securities registered pursuant to Section
12 of the Exchange Act or subject to the requirements of Section 15(b) of
that act or any company registered as an investment company under the
Investment Company Act of 1940.
     The Company does not have standing nominating, or compensation
committees of the Board of Directors, or committees performing similar
functions. In lieu thereof, the Board of Directors as a group performs
the foregoing functions.

Item 11 Executive Compensation
     The Company pays no salaries or other compensation to its directors
and executive officers.  The Bank pays each director, other than Messrs.
Scott and Comiskey, an honorarium for attending each meeting of the Board
of Directors, and each meeting of the Bank's Audit and Finance Committee
and Executive Committee, in the amount of $400, $300, and $300,
respectively.
     From October 1, 1990, through June 30, 1992, the director-recipients
loaned these honorariums to the Company.  The total amount loaned to the
Company since October 1, 1990, and as of December 31, 2000, was $545,652,
including accrued and unpaid interest at the rate of 10% per annum.  At
this time, there is no maturity date on these loans.

     The following table sets forth compensation for the Bank's executive
officers for the calendar years 2000, 1999, and 1998:




                        Annual Compensation


                                       Other
                                       Annual        All Other
Name and Principal  Year   Salary      Compensation  Compensation
Position                     ($)            ($)        ($)

                                         
G. Harrison Scott,   2000     89,800     41,000       19,494
Chairman of the      1999     93,254     41,000       19,494
Board                1998     89,800     20,500       19,494

James A. Comiskey,   2000     89,800     41,000       19,000
President            1999     93,254     41,000       19,000
                     1998     89,800     20,500       19,000



     In addition to the cash compensation shown in the foregoing table,
the Bank provides an automobile and certain club memberships for Messrs.
Scott and Comiskey.  The Bank also provides life insurance policies for
Messrs. Scott and Comiskey.  Upon the death of the insured, the Company
is entitled to receive, from the death proceeds, all of the premiums it
has paid for such policy, but in no event more than $150,000 per man,
with the remaining death benefit being paid to the named beneficiary.
The Bank

has also provided Messrs. Scott and Comiskey with life insurance policies
in which each is entitled to name their own respective beneficiaries.
The cost of these benefits borne by the Bank in 2000 were $19,494 for Mr.
Scott's policy and $19,000 for Mr. Comiskey's policy as reflected in the
"All Other Compensation" column in the foregoing table.

Committees of the Board of Directors of the Company and the Bank

     During fiscal year 2000, the Board of Directors of the Company held
a total of 5 meetings, and the Board of Directors of the Bank held a
total of 12 meetings.  Each director attended at least 75% of the
aggregate of the meetings of the Board of Directors and of the committees
on which such director served.  Neither the Board of Directors of the
Company nor the Bank has a standing compensation committee or committee
performing similar functions.  In lieu thereof, the Board of Directors as
a group performs the foregoing function.
     The Board of Directors of the Bank has an Audit and Finance
Committee.  This committee also serves as the Audit and Finance Committee
for the Company.  It is a five-member body consisting of three permanent
members and two rotating members.  The permanent members are Messrs.
Favret  (chairman), Landry, and Soniat.  The two rotating members are
Messrs. Burgess, and Schonacher.
     By its charter, this committee meets monthly on the first Tuesday of
the month.  The Audit and Finance Committee reviews information from
management; reviews financial and delinquency reports; reviews the work
performed by the Bank's internal auditor and by the independent certified
public accountant firm.  In addition this committee also reviews capital
expenditures in excess of $5,000; analyzes the Loan Loss Reserve
adequacy; and approves charge offs.  The Audit and Finance Committee met
12 times in 2000.
     The Audit and Finance Committee discloses the following:
          1. They have reviewed and discussed the audited financial statements
             with management, and with the independent auditors.
          2. They have received a letter and written disclosure from the
             independent auditors, and have discussed the independence of the
             auditors.
          3. They have recommended to the Board of Directors that the
             financial statements prepared by the independent auditors be
             included in the Annual Report.

     The Bank also has an Executive Committee consisting of five
permanent members and two rotating members.  The permanent members of the
Executive Committee in 2000 were Messrs. Scott (chairman), Comiskey,
Favret, Soniat, and Burgess, and the rotating members were selected from
Messrs. Landry, and Schonacher.  The Executive Committee formulates
policy matters for determination by the Board of Directors and reviews
financial reports, loan reports, new business, and other real estate
owned information.  The Executive Committee met 26 times in 2000.


Item 12 Security Ownership Of Certain Beneficial Owners and Management

     As of December 31, 2000, the following persons were known to be the
beneficial owners of more than 5% of the Company's stock.




Name & Address Of  Title Of            Amount                 Percent
                                     Beneficially
Beneficial Owners  Class               Owned                 Of Class
                                                     
G. Harrison Scott  Common                58,480                32.64%
55481 Hwy. 433     Preferred            104,798                 4.55%
Slidell, LA  70461

James A. Comiskey  Common                36,559 (1)            20.41%
1100 City Park     Preferred            101,520                 4.41%
Ave.
New Orleans, LA 70119

Edward J. Soniat   Common                 9,495                 5.30%
49 Oriole Street   Preferred            249,448                10.83%
New Orleans, LA 70124


  (1)  Includes 47 common shares and 2,661 preferred shares owned by
       Director Comiskey's spouse.

Item 13 Certain Relationships and Related Transactions
     The Bank makes loans in the ordinary course of business to its
directors and executive officers, on substantially the same terms,
including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons, and do not involve more
than the normal risk of collectability or present other unfavorable
features.
     The aggregate amount borrowed by all officers, directors, and their
associates totaled $817,717 at December 31, 2000 and the highest
aggregate amount borrowed during the year totaled $1,449,672.  These
aggregate amounts represented 10.77% and 19.09% of the total capital of
the Bank, respectively.
     On September 30, 1991, the Bank purchased a four-story building
located at 300 St. Charles Avenue from the RTC for a price of $402,500.
The building serves as the Bank's main office.  The purchase was financed
by a loan from Mr. Soniat to the Company, which in turn sold the building
to the Bank.  As of December 31, 2000, there was a balance of $62,073 in
principal and accrued but unpaid interest on the loan, which bears
interest at the rate of 13.50% per annum.  The loan matured on September
30, 1996, however, Mr. Soniat agreed to renew this loan at the same
interest rate and repayment schedule, on a month-to-month basis, which
unless changed, would fully amortize such loan on September 30, 2006.
     The Bank leases office space from Severn South Partnership and
Tammany Mall Partnership.  The general partners of these Partnerships are
majority shareholders in BOL BANCSHARES, INC.  Rent paid to Severn South
Partnership for the years ended December 31, 2000, 1999 and 1998 totaled
$478,970, $490,244, and $479,388 respectively.  An annual rent of $74,400
was paid to Tammany Mall Partnership for the years ended December 31,
2000, 1999 and 1998.

Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K



                          BOL BANCSHARES, INC.
                              & SUBSIDIARY

                            December 31, 2000





                     Audits of Financial Statements

                            December 31, 2000
                                   and
                            December 31, 1999




To the Board of Directors
BOL Bancshares, Inc.
 & Subsidiary
                      Independent Auditor's Report

      We have audited the accompanying consolidated balance sheets of BOL
BANCSHARES,  INC. and its wholly-owned subsidiary, Bank of Louisiana,  as
of December 31, 2000 and 1999, and the related consolidated statements of
income  (loss),  comprehensive income (loss),  changes  in  stockholders'
equity,  and cash flows for the years ended December 31, 2000,  1999  and
1998.  These financial statements are the responsibility of the Company'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.

     The Company had excluded from income in the accompanying
consolidated income statement for the year ended December 31, 1999, an
amount received from litigation settlement, that in our opinion, should
have been included to conform with generally accepted accounting
principles.  This settlement has been included in the consolidated income
statement for the year ended December 31, 2000.  If the settlement was
accounted for properly, other liabilities would be decreased by $201,292,
deferred tax assets would be decreased by $68,440, retained earnings
would be increased by $132,852 as of December 31, 1999, and net income
would be increased by $132,852 ($.75 per share), for the year then ended.
In addition, net income for the year ended December 31, 2000, would be
decreased by $132,852 ($.75 per share).

      In  our opinion, except for the effects of not including the amount
received  from  litigation  settlement, as  discussed  in  the  preceding
paragraph,  the  consolidated  financial  statements  referred  to  above
present fairly, in all material respects, the financial position  of  BOL
BANCSHARES,  INC. and its wholly-owned subsidiary, Bank of Louisiana,  as
of  December  31, 2000 and 1999, and the results of their operations  and
their cash flows for the years ended December 31, 2000, 1999 and 1998, in
conformity with generally accepted accounting principles.




                                    A Professional Accounting Corporation
                                    /s/ LAPORTE, SEHRT, ROMIG & HAND
Metairie, LA
January 15, 2001



                  A Professional Accounting Corporation
   110 Veterans Memorial Boulevard, Suite 200, Metairie, LA 70005-4958
                     (504)835-5522 FAX (504)835-5535
724 East Boston Street Covington, LA 70433(504)892-5850 FAX (504)892-5956
         E-Mail Address:  laporte@laporte.com  Internet Address:
                         http://www.laporte.com/
Member of AICPA Division for CPA Firms-Private Companies Practice Section
                                   and
                          SEC Practice Section
                Affiliation with CPAmerica International





                       BOL BANCSHARES, INC. & SUBSIDIARY
                      CONSOLIDATED BALANCE SHEETS

                                ASSETS

                                                       December 31,
                                                     2000       1999
                                                       
Cash and Due from Banks
  Non-Interest Bearing Balances and Cash          $ 4,909,060 $  8,703,964
Federal Funds Sold                                 25,905,000   24,785,000
Investment Securities
  Securities Held-to-Maturity (Fair Value of
$2,984,427 in 2000 and $2,999,061 in 1999)          2,981,849    3,003,546
  Securities Available-for-Sale, at Fair Value        387,960      366,545
Loans - Less Allowance for Loan Losses of
$1,800,000 in 2000 and 1999, and Unearned Discounts
  of $358,437 in 2000 and $276,804 in 1999         55,926,682   56,980,651
Property, Equipment and Leasehold Improvements
(Net of Depreciation and Amortization)              2,131,262    2,540,585
Other Real Estate                                   1,074,012    1,274,013
Other Assets                                        1,126,435    1,968,500
Deferred Taxes                                        210,740      382,308
Letters of Credit                                      53,980      103,888


                                                  $94,706,980 $100,109,000


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




                 LIABILITIES AND STOCKHOLDERS' EQUITY

                                                     December 31,
                                                  2000        1999
                                                     
LIABILITIES
Deposits
  Non-Interest Bearing                        $34,030,683   $35,305,878
  Interest Bearing                             51,133,401    55,249,817
Notes Payable                                   2,225,827     2,232,528
Other Liabilities                               1,017,113     1,251,449
Accrued Litigation Settlement                           0       150,000
Letters of Credit Outstanding                      53,980       103,888
Accrued Interest                                  524,194       486,363

Total Liabilities                              88,985,198    94,779,923

STOCKHOLDERS' EQUITY
Preferred Stock - Par Value $1
  2,302,811 Shares Issued and
    Outstanding in 2000 and 1999                2,302,811     2,302,811
Common Stock - Par Value $1
  179,145 Shares Issued and
   Outstanding in 2000 and 1999                   179,145       179,145
Accumulated Other Comprehensive Income            196,917       182,783
Capital in Excess of Par - Retired Stock           14,888        14,888
Retained Earnings                               3,028,021     2,649,450

Total Stockholders' Equity                      5,721,782     5,329,077


                                              $94,706,980  $100,109,000





                    BOL BANCSHARES, INC. & SUBSIDIARY
                CONSOLIDATED STATEMENTS OF INCOME (LOSS)


                                               For the Years Ended
                                                   December 31,
                                            2000       1999       1998
                                                      
INTEREST INCOME                          $9,357,443 $9,348,210 $9,813,783

INTEREST EXPENSE                          1,630,450  1,846,456  1,986,681

    Net Interest Income                   7,726,993  7,501,754  7,827,102

PROVISION FOR (RECOVERY OF)
  LOAN LOSSES                               308,194  (154,231)  1,085,625

    Net Interest Income After Provision
      for Loan Losses                     7,418,799  7,655,985  6,741,477

OTHER INCOME
  Service Charges on Deposit Accounts     1,125,943  1,228,330  1,318,419
  Other Non-Interest Income                 847,275    906,224    930,992
  Reversal of Litigation Settlement         150,000          0          0

    Total Other Income                    2,123,218  2,134,554  2,249,411

OTHER EXPENSES
  Salaries and Employee Benefits          4,327,373  4,148,212  3,669,949
  Occupancy Expense                       1,969,464  1,978,669  1,956,172
  Loss on Litigation                              0          0     50,000
  Other Non-Interest Expense              2,696,115  3,523,229  3,447,384

    Total Other Expenses                  8,992,952  9,650,110  9,123,505

INCOME (LOSS) BEFORE
  INCOME TAX EXPENSE (BENEFIT)              549,065    140,429  (132,617)

INCOME TAX EXPENSE                          170,494     46,272     95,650

NET INCOME (LOSS)                          $378,571    $94,157 ($228,267)

EARNINGS (LOSS) PER SHARE OF
COMMON STOCK                                  $2.11      $0.53    ($1.27)

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




                    BOL BANCSHARES, INC. & SUBSIDIARY
         CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


                                                 For the Years Ended
                                                     December 31,
                                              2000     1999       1998
                                                      
NET INCOME (LOSS)                           $378,571   $94,157 ($228,267)

OTHER COMPREHENSIVE INCOME,
NET OF TAX:
  Unrealized Holding Gains on
    Investment Securities Available-for-
      Sale, Arising During the Period         14,134    49,596    133,806

  Less:  Reclassification Adjustment for
    Gains Included in Net Income                   0         0       (50)

OTHER COMPREHENSIVE INCOME                    14,134    49,596    133,756

COMPREHENSIVE INCOME (LOSS)                 $392,705  $143,753  ($94,511)

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



                         BOL BANCSHARES, INC. & SUBSIDIARY
            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                         Accumulated Capital In
                                              Other    Excess of
                        Preferred Common  Comprehensive   Par     Retained
                          Stock   Stock      Income     Retired   Earnings    Total
                                                         Stock
                                                            
BALANCE - December 31, $2,302,811 $179,145   ($569)  $14,888 $2,783,560 $5,279,835

Other Comprehensive Income,
  Net of Applicable Deferred
  Income Taxes                               133,756          -
                       -         -                              -          133,756

Net (Loss) for the Year                            -          -
1998                    -         -                              (228,267)  (228,267)

BALANCE - December 31,                       133,187     14,888
1998                    2,302,811 179,145                        2,555,293  5,185,324

Other Comprehensive Income,
  Net of Applicable Deferred
  Income Taxes                                49,596          -
                       -         -                              -          49,596

Net Income for the Year                            -          -
1999                    -         -                              94,157     94,157

BALANCE - December 31,                       182,783     14,888
1999                    2,302,811 179,145                        2,649,450  5,329,077

Other Comprehensive Income,
  Net of Applicable Deferred
  Income Taxes                                14,134          -
                       -         -                              -          14,134

Net Income for the Year                            -          -
2000                    -         -                              378,571    378,571

BALANCE - December 31, $2,302,811 $179,145   $196,917   $14,888 $3,028,021 $5,721,782

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




                     BOL BANCSHARES, INC. & SUBSIDIARY
                   CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                 For The Years Ended
                                                      December 31,
                                                2000      1999       1998
                                                          
OPERATING ACTIVITIES
  Net Income (Loss)                           $378,571    $94,157 ($228,267)
  Adjustments to Reconcile Net Income (Loss) to Net
   Cash Provided by (Used in) Operating Activities:
    Provision for (Recovery of) Loan Losses    308,194  (154,231) 1,085,625
    Depreciation and Amortization Expense      510,066    540,745   454,298
    Amortization of Investment Security          3,546     18,220     2,170
Premiums
    Accretion of Investment Security           (3,833)    (2,263)  (20,221)
Discounts
    Decrease in Deferred Income Taxes          164,287     46,272    95,651
    Gain on Sale of Other Real Estate         (13,114)   (27,206)  (19,733)
    (Increase) Decrease in Other Assets        830,987  (657,181) 1,223,789
    Increase (Decrease) in Other Liabilities, Accrued
      Interest and Accrued Loss Contingency  (346,506)    126,387   670,271

        Net Cash Provided by (Used in)
          Operating Activities               1,832,198   (15,100) 3,263,583

INVESTING ACTIVITIES
  Proceeds from Available-for-Sale
Securities
    Released at Maturity                      -             -     1,000,000
  Proceeds from Held-to-Maturity Investment Securities
    Released at Maturity                     5,917,843  4,500,000 5,500,000
  Purchases of Held-to-Maturity Investment  (5,895,858)(3,021,562) (501,250)
Securities
  Proceeds from Sale of Property and               244        410       858
Equipment
  Purchases of Property and Equipment         (89,909)  (576,000) (263,313)
  Proceeds from Sale of Other Real Estate      244,500    168,000   136,000
  Purchases of Loans                         (418,500)  (764,353)(4,792,309)
  Net (Increase) Decrease in Loans           1,132,890  3,621,850 (216,033)

        Net Cash Provided by Investing         891,210  3,928,345   863,953
Activities

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




                     BOL BANCSHARES, INC. & SUBSIDIARY
             CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)



                                                          For The
                                                       Years Ended
                                                       December 31,
                                                 2000       1999     1998
                                                            
FINANCING ACTIVITIES
  Net Increase (Decrease) in Non-Interest Bearing
    and Interest Bearing Deposits            ($5,391,611) ($4,027,417) $642,575
  Proceeds from Issuance of Long-Term Debt     1,753,000          -         -
  Principal Payments on Long-Term Debt        (1,759,701)     (39,859)  (11,121)

     Net Cash Provided by (Used in) Financing
     Activities                               (5,398,312) (4,067,276)   631,454

NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS                            (2,674,904)   (154,031) 4,758,990


CASH AND CASH EQUIVALENTS -
  BEGINNING OF YEAR                           33,488,964  33,642,995 28,884,005

CASH AND CASH EQUIVALENTS -
  END OF YEAR                                $30,814,060 $33,488,964 $33,642,995


SUPPLEMENTAL DISCLOSURES:
  Additions to Other Real Estate through         $31,385     $62,663        $0
Foreclosure

  Cash Paid During the Year for Interest      $1,592,619  $1,886,062 $1,988,981

  Cash (Paid) Received During the Year for      ($5,000)          $0   $876,831
Income Taxes

  Market Value Adjustment for Unrealized Gain (Loss)
    on Securities Available-for-Sale             $21,415    $75,145    $202,660

  Accounting Policies Note:
    Cash Equivalents Include Amounts Due from Banks
      And Federal Funds Sold.  Generally, Federal Funds
      Are Purchased and Sold for One Day Periods.

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


                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A
     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BUSINESS OF THE COMPANY
           BOL  BANCSHARES, INC. was organized as a Louisiana corporation
     on May 7, 1981 for the purpose of becoming a registered bank holding
     company  under  the  Bank  Holding Company  Act.   The  Company  was
     inactive  until April 29, 1988, when it acquired Bank of  Louisiana,
     BOS  Bancshares, Inc. and its wholly-owned subsidiary, Bank  of  the
     South, and Fidelity Bank and Trust Company of Slidell, Inc., and its
     wholly-owned   subsidiary,  Fidelity  Land   Co.   in   a   business
     reorganization of entities under common control in a manner  similar
     to a pooling of interest.  The acquired companies are engaged in the
     banking industry.

     PRINCIPLES OF CONSOLIDATION
           The accompanying consolidated financial statements include the
     accounts  of  the Company and its wholly-owned subsidiary,  Bank  of
     Louisiana.   In  consolidation, significant inter-company  accounts,
     transactions, and profits have been eliminated.

     INVESTMENT SECURITIES
           Debt securities that management has the ability and intent  to
     hold  to maturity are classified as held-to-maturity and carried  at
     cost,  adjusted  for  amortization  of  premium  and  accretion   of
     discounts  using methods approximating the interest  method.   Other
     marketable securities are classified as available-for-sale  and  are
     carried at fair value.  Realized gains and losses on securities  are
     included  in net income.  Unrealized gains and losses on  securities
     available-for-sale are recognized as direct increases  or  decreases
     in  stockholders'  equity.  Cost of securities  sold  is  recognized
     using the specific identification method.

     LOANS AND UNEARNED INCOME
           Loans are stated at the amount of unpaid principal, reduced by
     unearned  discount  and  an  allowance for  loan  losses.   Unearned
     discounts  on loans are recognized as income over the  term  of  the
     loans on the interest method.  Interest on other loans is calculated
     and  credited to operations on a simple interest basis.   Loans  are
     charged  against  the  allowance for  loan  losses  when  management
     believes  that  collectibility of the principal is  unlikely.   Loan
     origination   fees  and  certain  direct  origination  costs,   when
     material,  are  capitalized and recognized as an adjustment  of  the
     yield on the related loan.

     ALLOWANCE FOR LOAN LOSSES
           The  allowance  for  loan  losses  is  established  through  a
     provision  for loan losses charged to expenses.  Loans  are  charged
     against the allowance for loan losses when management believes  that
     the  collectibility of the principal is unlikely.  The allowance  is
     an  amount  that  management believes will  be  adequate  to  absorb
     possible  losses  on  existing loans that may become  uncollectible,
     based  on  evaluation of the collectibility of loans and prior  loss
     experience.  The evaluations take into consideration such factors as
     changes  in  the  nature and volume of the loan  portfolio,  overall
     portfolio  quality,  review of specific problem loans,  and  current
     economic conditions that may affect the borrowers' ability  to  pay.
     Accrual  of interest is discontinued and accrued interest is charged
     off  on  a loan when management believes, after considering economic
     and  business conditions and collection efforts, that the borrowers'
     financial condition is such that collection of interest is doubtful.

     PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
           Buildings,  office  equipment and leasehold  improvements  are
     stated  at  cost,  less  accumulated depreciation  and  amortization
     computed  principally on the straight-line and modified  accelerated
     cost recovery methods over the estimated useful lives of the assets.
     Maintenance  and  repairs  are  expensed  as  incurred  while  major
     additions  and  improvements are capitalized.  Gains and  losses  on
     dispositions are included in current operations.


                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE A
     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     INCOME TAXES
          The Company and its consolidated subsidiary file a consolidated
     Federal  income  tax  return.  Federal income  taxes  are  allocated
     between the companies, in accordance with a written agreement.

     MEMBERSHIP FEES
           Membership  fees  are  collected in  the  month  of  June  and
     amortized over a twelve-month period using the straight-line method.

     CASH AND DUE FROM BANKS
          The Bank considers all amounts Due from Banks and Federal Funds
     Sold to be cash equivalents.

           The  Subsidiary  Bank  is  required to  maintain  non-interest
     bearing  reserve balances to fulfill its reserve requirements.   The
     average  amount  of  the required reserve balance was  approximately
     $1,491,885 and $1,595,000 for the years ended December 31, 2000  and
     1999, respectively.

     NON-DIRECT RESPONSE ADVERTISING
          The Bank expenses advertising costs as incurred.

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

     ACCOUNTING STANDARDS NOT YET ADOPTED
          Statement of Financial Accounting Standards No. 138 (SFAS 138),
     "Accounting  for Certain Derivative Instruments and Certain  Hedging
     Activities", an amendment of SFAS 133, is effective for the  quarter
     beginning  after June 15, 2000.  This statement addresses a  limited
     number  of  issues causing implementation difficulties for  entities
     that apply SFAS 133, which requires all derivatives to be recognized
     at  fair  value as either assets or liabilities in the  consolidated
     balance  sheets.   Changes  in the fair  value  of  derivatives  not
     designated as hedging instruments are to be recognized currently  in
     earnings.   Gains  or  losses on derivatives designated  as  hedging
     instruments are either to be recognized currently in earnings or are
     to  be  recognized  as  a  component of other comprehensive  income,
     depending  on the intended use of the derivatives and the  resulting
     designation.   The Company currently has no derivatives,  therefore,
     adoption  of  this  pronouncement had no  effect  on  the  financial
     position and results of operations of the Company.


                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A
     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     ACCOUNTING STANDARDS NOT YET ADOPTED (Continued)

          Statement of Financial Accounting Standards No. 140 (SFAS 140),
     "Accounting for Transfers and Servicing of Financial Assets and
     Extinguishments of Liabilities", a replacement of SFAS 125.  This
     statement provides accounting and reporting standards for transfers
     and servicing of financial assets and extinguishments of
     liabilities.  Those standards are based on consistent application of
     a financial-components approach that focuses on control.  Under this
     approach, after a transfer of financial assets, an entity recognizes
     the financial and servicing assets it controls and the liabilities
     it has incurred, derecognizes financial assets when control has been
     surrendered, and derecognizes liabilities when extinguished.  This
     statement provides consistent standards for distinguishing transfers
     of financial assets that are sales from transfers that are secured
     borrowings.  This statement is effective for transfers and servicing
     of financial assets and extinguishments of liabilities occurring
     after March 31, 2001 and for recognition and reclassification of
     collateral and for disclosures relating to securitization
     transactions and collateral for years ending after December 15,
     2000.  The adoption of this pronouncement had no effect on the
     financial position and results of operations of the Company.


NOTE B
     RESTATEMENT OF PRIOR PERIOD
           During  1999, the Banks' regulators advised that  the  Company
     incorrectly  applied the full accrual method of accounting  for  the
     sale  of  Other Real Estate in 1998.  Accordingly, the  accompanying
     consolidated  financial  statements have been  restated  from  those
     originally  reported  to reflect the change  to  the  cost  recovery
     method.   The  effect of the restatement for 1998 was a decrease  in
     income  before income tax expense of $901,282 ($5.03 per  share),  a
     decrease in income tax expense of $166,852 ($.93 per share), for  an
     overall decrease in net income of $734,430 ($4.10 per share).

          Under the cost recovery method, the bank does not recognize the
     gain  on  the  sale of this piece of other real estate  or  interest
     income  on the loan made to the purchasers, until the total payments
     made  by  the  purchaser  reach certain levels.   If  all  scheduled
     payments  are  made  in  accordance with  the  loan  agreement,  the
     transaction  will revert to the full accrual method on  January  25,
     2001,  resulting in recognition of a $686,026 gain and approximately
     $145,000 in interest income.


NOTE C
     OTHER REAL ESTATE
          The Subsidiary Bank has acquired various parcels of real estate
     in  connection  with the default and foreclosure on  certain  loans.
     These  properties,  which are held for sale,  are  recorded  on  the
     Subsidiary  Bank's records at the lower of the loan balance  or  net
     realizable  value.  Any difference is charged to the  allowance  for
     loan losses in the year of foreclosure.

           The  net  income  (expense)  from Other  Real  Estate  totaled
     ($32,309) in 2000, ($31,640) in 1999, and ($100,058) in 1998.

                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE D
LOANS



          Major classification of loans are as follows:
                                               December 31,
                                            2000         1999
                                                 
          Real Estate Mortgages           $32,621,620  $30,960,725
          Commercial                        3,094,802    1,830,551
          Personal                          3,916,773    5,125,223
          Credit Cards                     18,291,947   21,012,608
          Overdrafts                          159,977      128,348

                                           58,085,119   59,057,455
          Unearned Discounts                  358,437      276,804

                                           57,726,682   58,780,651
          Allowance for Loan Losses         1,800,000    1,800,000

                                          $55,926,682  $56,980,651

           The  following  is  a  classification of  loans  by  rate  and
     maturity: (Dollar amounts in thousands)



                                               December 31,
                                            2000         1999
                                                   
          Fixed Rate Loans:
           Maturing in 3 Months or Less      $5,563      $6,800
           Maturing Between 3 and 12 Months  15,271      12,612
           Maturing Between 1 and 5 Years    31,540      33,502
           Maturing After 5 Years             2,969       2,713

                                             55,343      55,627
          Variable Rate Loans:
           Maturing Quarterly or More
           Frequently                         2,599       3,391
           Maturing Between 3 and 12 Months      94        -
           Non-Accrual Loans                     49          40

                                             58,085      59,058
          Less:  Unearned Discount              358         277
          Less:  Allowance for Loan Losses    1,800       1,800

           Net Loans                        $55,927     $56,981


           As  of  December  31,  2000 and 1999, there  was  no  recorded
     investment in loans that are considered impaired under SFAS 114  and
     118.


                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE D
LOANS (Continued)

            The   Bank  purchases  credit  card  portfolios  occasionally
     resulting in premiums or discounts. Premiums and discounts are being
     amortized  as  an adjustment to interest income over  a  three  year
     period  following  the  purchase  date.   Unamortized  premiums   at
     December   31,   2000  and  1999  totaled  $93,044   and   $290,207,
     respectively.


NOTE E
     NON-PERFORMING ASSETS
           Non-performing  assets  include real estate  acquired  through
     foreclosure or deed taken in lieu of foreclosure.  These assets  are
     included  on the accompanying consolidated balance sheets under  the
     account  caption, "Other Real Estate", and amount to  $1,074,012  at
     December 31, 2000 and $1,274,013 at December 31, 1999.

          Loans are placed on non-accrual status when, in management's
     opinion, the collection of additional interest is questionable.
     Thereafter no interest is taken into income unless received in cash
     or until such time as the borrower demonstrates the ability to pay
     principal and interest.

          At December 31, 2000, $49,177 of loans were in the non-accrual
     status and $4,298 of interest was foregone in the year then ended.
     At December 31, 1999, $39,698 of loans were in the non-accrual
     status and $1,909 of interest was foregone in the year then ended.


NOTE F
     INVESTMENT SECURITIES
          Carrying  amounts and approximate market values  of  investment
    securities are summarized as follows:

          Securities held-to-maturity consisted of the following at
December 31, 2000:



                                         Gross      Gross
                            Amortized   Unrealized  Unrealized   Fair
                             Cost        Gains      Losses       Value

                                                   
U.S. Treasury Securities   $2,981,849   $2,578       $ -       $2,984,427



          Securities available-for-sale consisted of the following at
December 31, 2000:



                                         Gross       Gross
                            Amortized   Unrealized  Unrealized   Fair
                             Cost        Gains       Losses      Value
                                                     
Equity Securities            $291,400   $96,560       $-         $387,960



                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE F
     INVESTMENT SECURITIES (Continued)

          Securities held-to-maturity consisted of the following at
December 31, 1999:



                                       Gross        Gross
                            Amortized Unrealized  Unrealized  Fair
                             Cost      Gains         Losses   Value
                                                 
U.S. Treasury Securities  $3,003,546   $ -     $ 4,485       $2,999,061


          Securities available-for-sale consisted of the following at
December 31, 1999:



                                       Gross       Gross
                            Amortized Unrealized Unrealized   Fair
                             Cost      Gains        Losses    Value
                                                  
          Equity Securities $89,601    $276,944    $-         $366,545


          The maturities of investment securities at December 31, 2000
are as follows:



                  Securities Held-to-Maturity  Securities Available-for-Sale
                     Amortized      Market        Amortized   Market
                       Cost          Value          Cost       Value

                                                 
Amounts maturing in:
 One year or less    $2,981,849   $2,984,427     $ 291,400     $387,960


          Securities of $995,212 at December 31, 2000 and $1,101,300 at
December 31, 1999 were pledged to secure public funds.


NOTE G
     INCOME TAXES
          The components of the provision for income tax expense are:



                                    2000       1999       1998
                                                  
          Current                  $ 6,207    $ -        $-
          Deferred                 164,287     46,272    95,650

           Total Provision for
             Income Tax            $170,494  $ 46,272   $95,650



                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE G
     INCOME TAXES (Continued)

           A reconciliation of income tax at the statutory rate to income
     tax expense at the Company's effective rate is as follows:



                                    2000       1999       1998

                                               
          Computed Tax at the Expected
           Statutory Rate          $186,682  $ 47,746   $(45,090)
           Tax Exempt Income        -          -         139,584
           Other Adjustments       (16,188)   (1,474)      1,156
           Income Tax Expense (Benefit)
             for Operations        $170,494  $ 46,272   $ 95,650

           Certain income and expense items are accounted for differently
     for  financial  reporting  purposes than for  income  tax  purposes.
     Provisions  for  deferred  taxes are made in  recognition  of  these
     temporary  differences and are measured using the income  tax  rates
     applicable  to  the period when the differences are expected  to  be
     realized or settled.

          There were net deferred tax assets of $210,740 and $382,308 as
     of December 31, 2000 and 1999, respectively.  The major temporary
     differences, which created deferred tax assets and liabilities, are
     as follows:



                                              2000        1999
                                                   
        Deferred Tax Assets:
          Other Real Estate                  $ 41,752   $  28,880
          Allowance for Loan Loss              71,921      -
          Deferred Gain on Sale of
            Other Real Estate                 166,852     166,852
          Accruals not Deductible Until Paid   -           24,025
          Net Operating Loss and Tax Credit
            Carryforward                       77,183     310,713
          Contributions Carryforward           21,181      16,893
          Accrued Litigation Settlement         -          51,000

           Total Deferred Tax Assets          378,889     598,363

        Deferred Tax Liabilities:
          Unrealized Gain on Securities
           FASB 115 Adjustment               (81,680)    (76,772)
          Accumulated Depreciation           (86,469)   (106,418)
          Allowance for Loan Loss               -        (32,865)

           Total Deferred Tax Liabilities    (168,149)  (216,055)

Deferred Tax Assets, Net of Deferred Tax
    Liabilities                              $210,740   $382,308

           The net operating loss carryforwards totaling $88,700 and  the
     tax  credit carryforwards totaling $47,025 expire in the years  2014
     through 2015.


                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE H
     PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS



                                                December 31,
                                             2000         1999
                                              
          Furniture and Equipment        $4,462,555  $4,393,886
          Bank Owned Vehicles                77,357      77,357
          Leasehold Improvements            404,106     383,110
          Land                              468,425     468,425
          Buildings                       1,334,075   1,334,075

                                          6,746,518   6,656,853
Less:    Accumulated Depreciation
            and Amortization              4,615,256   4,116,268

                                         $2,131,262  $2,540,585

          Depreciation and amortization expense aggregated $510,066 in
     2000, $540,745 in 1999 and $454,298 in 1998.


NOTE I
     ALLOWANCE FOR LOAN LOSSES
          Changes in the allowance for loan losses were as follows:



                                        For The Years Ended
                                            December 31,
                                    2000       1999       1998
                                                
           Balance - January 1   $1,800,000  $1,800,000  $1,800,000
           Provision Charged to:
             Operations             308,194    (154,231)  1,085,625
           Loans Charged Off     (1,146,684) (1,581,595) (1,950,067)
           Recoveries               838,490    1,735,826    864,442

           Balance - December 31 $1,800,000  $1,800,000  $1,800,000



                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTE J
     STOCKHOLDERS' EQUITY

     PREFERRED STOCK
           8%,  non-cumulative,  non-participating, non-convertible,  par
     value  $1; 3,000,000 shares authorized, 2,302,811 shares issued  and
     outstanding in 2000 and 1999.  Preferred stock ranks prior to common
     stock as to dividends and liquidation.

     COMMON STOCK
           Par  value  $1;  1,000,000 shares authorized,  179,145  shares
     issued and outstanding in 2000 and 1999.

            On   August  10,  1999,  the  Company  declared  a   dividend
     distribution  of  one purchase right for each outstanding  share  of
     common stock.  Each right entitles the holder, at any time following
     the "Distribution Date" to purchase one share of common stock of the
     Company  at  an  exercise price of $7.50 per share.  A "Distribution
     Date"  occurs ten days following certain actions designed to acquire
     20%  or  more  of the Company's voting securities.  The rights  will
     expire on August 9, 2009.


NOTE K
     EARNINGS PER COMMON SHARE
           Earnings  per  share are computed using the  weighted  average
     number  of shares outstanding, which were 179,145 in 2000, 1999  and
     1998.   There  was  no provision for dividends for the  years  ended
     December 31, 2000, 1999 or 1998.


NOTE L
     CONTINGENT LIABILITIES AND COMMITMENTS
           The  Subsidiary  Bank's financial statements  do  not  reflect
     various  commitments and contingent liabilities which arise  in  the
     normal course of business and which involve elements of credit risk,
     interest  rate  risk  and  liquidity risk.   These  commitments  and
     contingent liabilities are commitments to extend credit.  A  summary
     of the Bank's commitments and contingent liabilities are as follows:



                                 2000            1999           1998
                                                   
Credit Card Arrangements     $62,401,000       $52,025,000   $54,089,000
Commitments To Extend Credit   1,373,000         2,017,293       557,000


           Commitments  to  extend credit, credit card  arrangements  and
     commercial  letters of credit all include exposure  to  some  credit
     loss  in  the event of nonperformance of the customer.   The  Bank's
     credit  policies and procedures for credit commitments and financial
     guarantees  are the same as those for extension of credit  that  are
     recorded  on the statements of condition.  Because these instruments
     have  fixed maturity dates, and because many of them expire  without
     being  drawn  upon,  they do not generally present  any  significant
     liquidity risk to the Bank.


                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE L
     CONTINGENT LIABILITIES AND COMMITMENTS (Continued)
           The  Subsidiary Bank in the course of conducting its business,
     becomes  involved  as a defendant or plaintiff in various  lawsuits.
     In  one  such case, the Subsidiary Bank is a defendant in a  lawsuit
     filed by another bank.  Outside counsel for the Subsidiary Bank  has
     advised  that  at  this  stage in the proceedings  he  believes  the
     probable  outcome  to  be  favorable  to  Bank  of  Louisiana.   The
     Subsidiary Bank has filed a counter-claim in this case and  believes
     the  suits  are  without merit and intends to defend vigorously  its
     position.

          The Subsidiary Bank is a defendant in a lawsuit filed by one of
     its  proprietary customers for alleged breach of contract.  In 1997,
     a  judgment  was  rendered  against the  bank,  and  accordingly,  a
     provision  for  loss of $150,000 was charged to operations.   During
     2000, the subsidiary bank was successful in its appeal, resulting in
     a reversal of the $150,000 litigation settlement in the accompanying
     consolidated financial statements for 2000.


NOTE M
     RELATED PARTY TRANSACTIONS
           In  the ordinary course of business, the Subsidiary Bank makes
     loans  to  its directors, officers and principal holders  of  equity
     securities.   These loans are made on substantially the  same  terms
     including interest rates and collateral, as those prevailing at  the
     time for comparable transactions with other persons.  An analysis of
     loans  made to directors, officers and principal holders  of  equity
     securities,  including companies in which they  have  a  significant
     ownership interest, is as follows:



                                             2000        1999
                                                 
          Balance - January 1              $986,583    $1,053,824
          New Loans Made and Renewals       463,089        61,524
          Reclassifications                  -            (16,697)
          Repayments and Maturities        (631,955)     (112,068)

          Balance - December 31            $817,717    $  986,583


           The  Subsidiary  Bank leases office space  from  Severn  South
     Partnership  and Tammany Mall Partnership.  The general partners  of
     these Partnerships are majority shareholders in BOL BANCSHARES, INC.
     Rent  paid to Severn South Partnership for the years ended  December
     31,  2000,  1999 and 1998 totaled $478,970, $490,244  and  $479,388,
     respectively.   An annual rent of $74,400 was paid to  Tammany  Mall
     Partnership for the years ended December 31, 2000, 1999 and 1998.

           At  December  31, 2000 and 1999 amounts due  to  Officers  and
     Directors  of  the  Company,  including  accrued  interest,  totaled
     $545,652  and  $649,781,  respectively.   These  amounts  which  are
     included  in  Notes  Payable and Accrued  Interest  Payable  in  the
     accompanying consolidated balance sheets, are payable on demand  and
     bear  interest  at  10%  per annum.  Of the  debentures  payable  at
     December  31,  2000  and 1999, $140,500 and $196,000,  respectively,
     were to Officers and Directors of the Company (see Note R).  Another
     note payable to Director totaled $62,073 and $68,774 at December 31,
     2000 and 1999, respectively, and is also disclosed in Note R.


                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE N
     LEASES
           The  Subsidiary  Bank  leases office  space  under  agreements
     expiring  in various years through December 31, 2006.   Two  of  the
     leases  are  with  related  parties, as discussed  in  Note  M.   In
     addition, the Subsidiary Bank rents office space on a month-to-month
     basis  from  non-related groups.  Various pieces of data  processing
     equipment are also leased.

          The total minimum rental commitment at December 31, 2000, under
     the leases is $2,207,503, which is due as follows:



         December 31,
                                                   
           2001                                        $663,943
           2002                                         669,295
           2003                                         397,274
           2004                                         393,276
           2005                                          83,715

                                                     $2,207,503


          For the years ended December 31, 2000, 1999 and 1998, $800,947,
     $792,323 and $805,605 was charged to rent expense, respectively.

           The  Subsidiary  Bank  is the lessor  of  office  space  under
     operating leases expiring in various years through 2003.

           Minimum future rentals to be received on non-cancelable leases
     as of December 31, 2000 are:



         December 31,
                                                   
           2001                                        $ 94,124
           2002                                          39,256
           2003                                          25,976

                                                       $159,356



NOTE O
     LETTERS OF CREDIT
          Outstanding letters of credit were $53,980 and $103,888 as of
     December 31, 2000 and 1999, respectively.


                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE P
     INTEREST BEARING DEPOSITS
          Major classifications of interest bearing deposits are as
     follows:



                                               December 31,
                                            2000         1999
                                               
          NOW Accounts                   $12,738,496  $13,654,393
          Money Market Accounts            5,004,015    5,458,005
          Savings Accounts                24,834,795   25,816,343
          Certificates of Deposit Greater
            Than $100,000                  1,200,954    1,684,337
          Other Certificates of Deposit    7,355,141    8,636,739

                                         $51,133,401  $55,249,817


          The maturities of Certificates of Deposit Greater than $100,000
     at December 31, 2000 are as follows:  (Dollar amounts in thousands)



                                              
Three Months or Less                    $ 801       $ 633
After Three Months Through One Year       400         851
After One Year Through Three Years          -         200

                                        $1,201      $1,684


NOTE Q
     FUNDS AVAILABLE FOR DIVIDENDS
           The  Subsidiary Bank is restricted under applicable  laws  and
     regulatory  authority in the payment of cash dividends.   Such  laws
     generally  restrict cash dividends to the extent of  the  Subsidiary
     Bank's earnings.

           The  Subsidiary Bank has been further restricted by regulatory
     authorities from paying dividends without prior regulatory approval.
     Refer to Note X.


                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE R
     NOTES PAYABLE
           The  following is a summary of notes payable at  December  31,
     2000 and 1999:



                                                December 31,
                                            2000         1999
                                                 
Notes payable to current and past Directors
 of the Company, payable on demand,
 interest at 10%.                           $410,754    $410,754

Notes payable to Director, interest at
 13.5%, maturing September 30, 2006,
 monthly payments of $1,298.                  62,073      68,774

Debentures payable, due July 2003, interest at
 9%, callable at 103%, 102% and 101% of
 face value during the first, second, and third
 years, respectively, following the closing date,
 interest payable semi-annually, each $500
 debenture secured by 40.79 shares of the
 Subsidiary Bank's stock.                  1,753,000   1,753,000

                                          $2,225,827  $2,232,528





          Following are maturities of long-term debt:

            December 31,
                                                   
               2001                                    $418,417
               2002                                       8,763
               2003                                   1,763,023
               2004                                      11,462
               2005                                      13,109
               Subsequent to 2005                        11,053

                                                     $2,225,827



                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE S
     INTEREST INCOME AND INTEREST EXPENSE
          Major categories of interest income and interest expense are as
     follows:



                                                   December 31,
                                          2000        1999       1998
                                                      
INTEREST INCOME
  Interest and Fees on Loans:
    Real Estate Loans                   $2,644,013 $2,451,875  $2,423,299
    Installment Loans                      368,048    358,530     390,419
    Credit Cards and Related Plans       3,870,716  4,382,728   4,896,216
    Commercial and all
      Other Loans                          520,616    445,326     502,902
  Interest on Investment Securities -
    U.S. Treasury and Other
    Securities                             170,477    191,231     455,529
  Interest on Federal Funds Sold         1,783,573  1,518,520   1,145,418

                                        $9,357,443 $9,348,210  $9,813,783


INTEREST EXPENSE
  Interest on Time Deposits
    of $100,000 or More               $   60,280  $   78,057  $   61,204
  Interest on Other Deposits           1,353,433   1,558,521   1,711,816
  Interest on Other Borrowed
    Funds                                  7,798       -           1,824
  Interest on Notes Payable              208,939     209,878     211,837

                                      $1,630,450  $1,846,456  $1,986,681



                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE T
     NON-INTEREST INCOME AND NON-INTEREST EXPENSES
          Major categories of other non-interest income and non-interest
expenses are as follows:



                                                  December 31,
                                           2000        1999       1998
                                                       
OTHER NON-INTEREST INCOME
  Cardholder and Other Charge Card
    Income                                 $639,894   $672,941   $679,405
  Data Processing and Items Processing            -         75        175
  Other Commission and Fees                  86,248     92,282     87,634
  Other Real Estate Income                   15,702     36,036     32,905
  Other Income                              105,431    104,890    130,873

                                           $847,275   $906,224   $930,992


OTHER NON-INTEREST EXPENSE
  Loan and Charge Card Expenses            $932,617 $1,031,232 $1,005,179
  Communications                            447,126    500,349    565,470
  Stationery, Forms and Supplies            238,946    317,017    302,858
  Professional Fees                         401,413    921,007    741,324
  Insurance and Assessments                  94,809     98,717     92,049
  Advertising                               108,496    102,935    116,638
  Miscellaneous Losses                       22,545     52,977     53,461
  Promotional Expenses                      166,005    178,902    154,636
  Other Real Estate Expenses                 48,010     67,677    132,962
  Other Expenses                            236,148    252,416    282,807

                                         $2,696,115 $3,523,229 $3,447,384



                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE U
     CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY



                    BOL BANCSHARES, INC.
                  CONDENSED BALANCE SHEETS


                                             December 31,
                                            2000       1999
                                               
ASSETS
  Due from Banks                           $384,835  $427,889
  Due from Subsidiary                        81,892    99,636
  Securities Available-for-Sale, at Fair    367,960   346,545
Value
  Other Assets                               39,170    19,312
  Investment in Bank of Louisiana         7,593,414 7,128,177

                                         $8,467,271 $8,021,559

LIABILITIES AND STOCKHOLDERS' EQUITY
  Notes Payable                          $2,225,827 $2,232,528
  Accrued Expenses                             -           -
  Deferred Taxes                             32,830    25,549
  Accrued Interest                          418,221   365,794
  Shareholders' Equity                    5,790,393 5,397,688

                                         $8,467,271 $8,021,559



                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE U
     CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY (Continued)





                          BOL BANCSHARES, INC.
                       STATEMENTS OF INCOME (LOSS)


                                                     December 31,
                                           2000        1999       1998
                                                        
INCOME
  Dividend Income - Bank of Louisiana   $        -  $         -  $387,500
  Interest Income                            8,704       13,595    18,223
  Miscellaneous Income                      59,972       12,760         0

                                            68,676       26,355   405,723
EXPENSES
  Interest                                 208,939      209,878   211,837
  Other Expenses                            12,675       15,570    35,218

                                           221,614      225,448   247,055

INCOME (LOSS) BEFORE EQUITY
  IN UNDISTRIBUTED EARNINGS
  (LOSS) OF SUBSIDIARY                   (152,938)    (199,093)   158,668

  Equity in Undistributed
   Earnings (Loss) of Subsidiary           465,237      222,521 (262,939)

INCOME (LOSS) BEFORE
  INCOME TAX BENEFIT                       312,299       23,428 (104,271)

INCOME TAX BENEFIT                          66,272       70,728    77,803

NET INCOME (LOSS)                         $378,571      $94,156 ($26,468)



                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE U
     CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY (Continued)




                            BOL BANCSHARES, INC.
                          STATEMENTS OF CASH FLOWS


                                                         December 31,
                                                 2000       1999      1998
                                                          
OPERATING ACTIVITIES
Net Income (Loss)                               $378,571   $94,156 ($26,468)
Adjustments to Reconcile Net Income (Loss) to
  Net Cash Provided by (Used in) Operating Activities
    Equity in Undistributed (Earnings)
      Loss of Subsidiary                       (465,237) (222,521)   262,939
  Net (Increase) Decrease in Other Assets       (19,858)    12,648   889,478
  Net Increase (Decrease) in Other                52,427  (34,879)    38,060
Liabilities

      Net Cash Provided by (Used in)
       Operating Activities                     (54,097) (150,596) 1,164,009

INVESTING ACTIVITIES
  Investment in Available-for-Sale Securities         -        -    (271,400)

     Net Cash Used in Investing Activities            -        -    (271,400)

FINANCING ACTIVITIES
  Repayments of Advances from Subsidiaries            -        -    (791,065)
  (Increase) Decrease in Due From Subsidiary      17,744    19,102   (77,803)
  Proceeds from Issuance of Long-Term Debt     1,753,000       -         -
  Repayment of Long-Term Debt                 (1,759,701)  (39,858)  (11,122)

    Net Cash Provided by (Used in) Financing      11,043   (20,756) (879,990)
Activities

NET (DECREASE) INCREASE IN CASH
   AND CASH EQUIVALENTS                         (43,054) (171,352)    12,619

CASH AND CASH EQUIVALENTS -
  BEGINNING OF YEAR                              427,889   599,241   586,622

CASH AND CASH EQUIVALENTS -
END OF YEAR                                     $384,835  $427,889  $599,241



                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE V
     CONCENTRATIONS OF CREDIT
           All  of  the  Bank's  loans, commitments, and  commercial  and
     standby  letters  of credit have been granted to  customers  in  the
     Bank's market area.  All such customers are depositors of the  Bank.
     The  concentrations of credit by type of loan are set forth in  Note
     D.    Commercial  letters  of  credit  were  granted  primarily   to
     commercial borrowers.


NOTE W
     COMPREHENSIVE INCOME
           Comprehensive income was comprised of changes in the Company's
     unrealized  holding gains or losses on securities available-for-sale
     during  2000,  1999  and  1998.  The following  represents  the  tax
     effects associated with the components of comprehensive income:



                                                  December 31,
                                           2000         1999       1998
                                                        
Gross Unrealized Holding Gains
  Arising During the Period                  21,415       75,145  202,736
Tax (Expense)                               (7,281)     (25,549) (68,930)
                                             14,134       49,596  133,806

Reclassification Adjustment for
  Gains Included in Net Income                    -            -     (76)
Tax Benefit                                       -            -      26
                                                  -            -     (50)

Net Unrealized Holding Gains
  Arising During the Period                 $14,134      $49,596 $133,756


NOTE X
     REGULATORY MATTERS
           On  December  14,  1999,  the  Bank  consented  to  a  revised
     Memorandum of Understanding issued by the Federal Deposit  Insurance
     Corporation  (FDIC) and the Office of Financial Institutions  (OFI).
     The  Memorandum was issued by the FDIC and OFI as a result of  their
     examination  of  the  Bank as of August 9,  1999  and  replaces  the
     Memorandum of Understanding dated March 12, 1996.  The Memorandum of
     Understanding is an arrangement between the Bank and  the  FDIC  and
     OFI  in  which the Bank agrees to perform, among other  things,  the
     following within specified time periods:

          a)   The Bank shall maintain a Tier I leverage capital ratio equal to
               or greater than seven percent, including restricting dividends,
               pending regulatory approval,

          b)   Eliminate from its books certain criticized assets and reduce
               other criticized assets to specified levels,


                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE X
     REGULATORY MATTERS (Continued)

          c)   Initiate  and implement a marketing program to dispose  of
               its other real estate in a timely manner,

          d)   Formulate   and   implement  a  written  strategic   plan,
               management  plan, management succession plan,  and  profit
               plan,

          e)   Perform  a quarterly review of the adequacy of the  Bank's
               loan valuation reserve,

          f)   Revision of the Bank's loan policy and loan review program,

          g)   Restatement of 1998 income for accounting for a gain recognized
               on the sale of other real estate.

           While  no assurance can be given, Bank management believes  it
     has  taken  action  toward  complying with  the  provisions  of  the
     Memorandum  of  Understanding, although at December 31,  1999  their
     Tier I leverage capital ratio fell below the seven percent threshold
     to  6.80%.  It is not presently determinable what actions,  if  any,
     bank regulators might take if requirements of the Memorandum are not
     complied with in the specified time periods.

           As of December 31, 2000, the most recent notification from the
     FDIC categorized the Bank as "well capitalized" under the regulatory
     framework  for  prompt corrective action.  To be  categorized  "well
     capitalized" the Bank must maintain minimum leverage capital  ratios
     and  minimum amounts of capital to total "risk weighted" assets,  as
     defined by banking regulators.  Management philosophy and plans  are
     directed to enhancing the financial stability of the Subsidiary Bank
     to ensure the continuity of operations.

           At  December 31, 2000, the Bank is required to have a  minimum
     Tier  I  leverage capital and minimum Tier I and Total capital  risk
     based  ratio  of  4.00%, 4.00% and 8.00%, respectively.  The  Bank's
     actual  risk  based  ratios at that date  were  12.27%  and  13.54%,
     respectively.   Tier  I leverage capital ratios for  the  Subsidiary
     Bank were 7.81% for 2000 and 6.80% for 1999.


NOTE Y
     DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
          The following methods and assumptions were used to estimate the
     fair  value of each class of financial instruments for which  it  is
     practicable to estimate the value:

     CASH AND SHORT-TERM INVESTMENTS
           For  cash,  the carrying amount approximates fair  value.  For
     short-term  investments,  fair  values  are  calculated  based  upon
     general  investment  market  interest  rates  for  similar  maturity
     investments.



                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE Y
     DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

     INVESTMENT SECURITIES
           For  securities  and  marketable equity  securities  held-for-
     investment purposes, fair values are based on quoted market prices.

     LOAN RECEIVABLES
            For   certain  homogeneous  categories  of  loans,  such   as
     residential  mortgages, credit card receivables and  other  consumer
     loans,  fair  value  is  estimated using the current  U.S.  treasury
     interest  rate curve, a factor for cost of processing and  a  factor
     for historical credit risk to determine the discount rate.

     DEPOSIT LIABILITIES
          The fair value of demand deposits, savings deposits and certain
     money  market deposits are calculated based upon general  investment
     market interest rates for investments with similar maturities.   The
     value  of fixed maturity certificates of deposit is estimated  using
     the U.S. treasury interest rate curve currently offered for deposits
     of similar remaining maturities.

     COMMITMENTS TO EXTEND 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 credit-
     worthiness of the counterparties.

            The   estimated  fair  values  of  the  Company's   financial
instruments are as follows:



                                             December 31, 2000
                                            Carrying      Fair
                                             Amount      Value
                                                 
          Financial Assets:

        Cash and Short-Term Investments   $30,814,060   $30,814,060
        Investment Securities               3,369,809     3,372,387
        Loans                              57,726,682    57,245,981
        Less:  Allowance for Loan Losses    1,800,000     1,800,000

                                           $90,110,551 $89,632,428

          Financial Liabilities:

            Deposits                       $85,164,084 $85,132,230

          Unrecognized Financial Instruments:

            Commitments to Extend Credit   $1,319,020  $1,319,020
            Commercial Letters of Credit       53,980      53,980
            Credit Card Arrangements       62,401,000  62,401,000

                                          $63,774,000 $63,774,000



                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE Y
     DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)



                                             December 31, 1999
                                            Carrying      Fair
                                             Amount      Value
                                                   
          Financial Assets:

        Cash and Short-Term Investments    $33,488,964   $33,488,964
        Investment Securities                3,370,091     3,365,606
        Loans                               58,780,651    58,527,842
        Less:  Allowance for Loan Losses     1,800,000     1,800,000

                                           $93,839,706   $93,582,412

          Financial Liabilities:

            Deposits                       $90,555,695   $90,606,530

          Unrecognized Financial Instruments:

            Commitments to Extend Credit   $1,913,405    $ 1,913,405
            Commercial Letters of Credit      103,888        103,888
            Credit Card Arrangements       52,025,000     52,025,000

                                          $54,042,293    $54,042,293



                    BOL BANCSHARES, INC. & SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE Z
     SELECTED QUARTERLY FINANCIAL DATA (Unaudited)
         The  following  sets forth condensed results of  operations  for
   2000 and 1999 (dollar amounts in thousands, except per share data):



                                          First   Second  Third   Fourth
2000                                     Quarter Quarter Quarter Quarter
                                                        
Interest Income                           $2,306  $2,349  $2,339  $2,363
Interest Expense                             404     402     401     423
  Net Interest Income                      1,902   1,947   1,938   1,940
Provision for Loan Losses                   (80)     108     122     158
Other Income                                 503     474     482     664
Other Expense                              2,062   2,274   2,231   2,426
Income Tax Expense                           146      13      41    (30)

  Net Income                                $277     $26     $26     $50

Net Income per Common Share (1)
  Basic                                    $1.55   $0.14   $0.14   $0.28
  Dilluted                                 $1.55   $0.14   $0.14   $0.28

(1) Quarterly per share amounts do not add to total for the year ended
due to rounding.



                                          First   Second  Third   Fourth
1999                                     Quarter Quarter Quarter Quarter
                                                        
Interest Income                           $2,340  $2,320  $2,477  $2,211
Interest Expense                             470     483     469     424
  Net Interest Income                      1,870   1,837   2,008   1,787
Provision for Loan Losses                     98     327     237   (816)
Other Income                                 534     530     528     543
Other Expense                              2,407   2,481   2,414   2,348
Income Tax Expense                          -        -        -       46

  Net Income                              ($101)  ($441)  ($115)    $752

Net Income per Common Share (1)
  Basic                                  ($0.56) ($2.46) ($0.64)   $4.20
  Dilluted                               ($0.56) ($2.46) ($0.64)   $4.20

(1) Quarterly per share amounts do not add to total for the year ended
due to rounding.



To the Board of Directors
BOL Bancshares, Inc.
    & Subsidiary

                      Independent Auditor's Report
                      on Supplementary Information

      Our  report on our audits of the basic financial statements of  BOL
BANCSHARES, INC. and its wholly-owned subsidiary, Bank of Louisiana,  for
the  years  ended December 31, 2000 and 1999 appears on  page  1.   These
audits  were  made  for the purpose of forming an opinion  on  the  basic
financial  statements  taken as a whole.  The  supplementary  information
contained  in  Schedules I, II and III is presented for the  purposes  of
additional  analysis  and is not a required part of the  basic  financial
statements.   Such  information  has  been  subjected  to  the   auditing
procedures applied in the audit of the basic financial statements and, in
our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.




                                    A Professional Accounting Corporation
                                    /s/ LAPORTE, SEHRT, ROMIG & HAND

January 15, 2001


                  A Professional Accounting Corporation
   110 Veterans Memorial Boulevard, Suite 200, Metairie, LA 70005-4958
                     (504)835-5522 FAX (504)835-5535
724 East Boston Street Covington, LA 70433(504)892-5850 FAX (504)892-5956
         E-Mail Address:  laporte@laporte.com  Internet Address:
                         http://www.laporte.com/
Member of AICPA Division for CPA Firms-Private Companies Practice Section
                                   and
                          SEC Practice Section
                Affiliation with CPAmerica International





                         BANK OF LOUISIANA
                     SUPPLEMENTARY INFORMATION

                            SCHEDULE I
                          BALANCE SHEETS
                          UNCONSOLIDATED

                              ASSETS
                                                     December 31,
                                                    2000     1999
                                                      
Cash and Due from Banks
  Non Interest Bearing Balances and Cash         $4,909,060 $  8,703,964
Federal Funds Sold                               25,905,000   24,785,000
Investment Securities
  Securities Held-to-Maturity (Fair Value of
   $2,984,427 in 2000
    and $2,999,061 in 1999)                       2,981,849    3,003,546
  Securities Available-for-Sale, at Fair Value       20,000       20,000
Loans:  Less Allowance for Loan Losses of $1,800,000
  in 2000 and 1999 and Unearned Discount of
  $358,437 in 2000 and $276,804 in 1999          55,926,682   56,980,651
Property, Equipment and Leasehold Improvements (Net
  of Depreciation and Amortization)               2,131,262    2,540,585
Other Real Estate                                 1,074,012    1,274,013
Other Assets                                      1,087,265    1,949,188
Deferred Taxes                                      312,182      476,469
Letters of Credit                                    53,980      103,888
                                                $94,401,292  $99,837,304
LIABILITIES
Deposits
  Non-Interest Bearing                          $34,036,725  $35,309,757
  Interest Bearing                               51,512,194   55,673,827
Other Liabilities                                 1,017,114    1,251,450
Letters of Credit Outstanding                        53,980      103,888
Due to Parent                                        81,892       99,636
Accrued Litigation Settlement                           -        150,000
Accrued Interest                                    105,973      120,569

  Total Liabilities                              86,807,878   92,709,127
STOCKHOLDERS'  EQUITY
Common Stock - 143,000 Shares Issued and
Outstanding                                      1,430,000     1,430,000
Surplus                                          4,616,796     4,616,796
Retained Earnings                                1,546,618     1,081,381

  Total Stockholders' Equity                     7,593,414     7,128,177
  Total Liabilities and Stockholders' Equity   $94,401,292   $99,837,304

See independent auditor's report on supplementary information.


                            BANK OF LOUISIANA
                        SUPPLEMENTARY INFORMATION



                               SCHEDULE II
                           STATEMENTS OF INCOME
                              UNCONSOLIDATED

                                                  For The Years Ended
                                                     December 31,
                                               2000     1999       1998
                                                        
INTEREST INCOME                           $ 9,357,443 $ 9,348,210 $ 9,813,783
INTEREST EXPENSE                            1,430,215   1,650,173   1,793,067

  Net Interest Income                       7,927,228   7,698,037   8,020,716

PROVISION FOR (RECOVERY OF) LOAN LOSSES       308,194    (154,231)  1,085,625

  Net Interest Income After Provision
    For Loan Losses                         7,619,034   7,852,268   6,935,091

OTHER INCOME
  Service Charges on Deposit Accounts       1,125,943   1,228,330   1,318,419
  Other Non-Interest Income                   787,303     893,464     930,992
  Reversal of Litigation Settlement           150,000         -         -
  Gain on Securities                              -           -       201,799

                                            2,063,246   2,121,794   2,451,210
OTHER EXPENSES
  Salaries and Employee Benefits            4,327,373   4,148,212   3,669,949
  Occupancy Expense                         1,969,464   1,978,669   1,956,172
  Loss on Litigation                              -           -        50,000
  Oher Non-Interest Expense                 2,683,440   3,507,660   3,412,166

                                            8,980,277   9,634,541   9,088,287
INCOME BEFORE INCOME
  TAX EXPENSE                                 702,003     339,521     298,014

INCOME TAX EXPENSE                            236,766     117,000     173,453

NET INCOME
EARNINGS PER SHARE
  OF COMMON STOCK                               $3.25       $1.56       $0.87

See  independent  auditor's  report  on  supplementary information.


                           BANK OF LOUISIANA
                       SUPPLEMENTARY INFORMATION



                              SCHEDULE III
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                             UNCONSOLIDATED



                                  Accumulated
                                     Other
                         Common  Comprehensive           Retained
                           Stock    Income     Surplus  Earnings   Total
                                                   
BALANCE - December 31,  $1,430,000    ($569) $4,616,796 $1,121,799 $7,168,026

Net Income for the Year        -         -          -      124,561    124,561
1998

Cash Dividends Declared for
  the Year ($2.71 per          -          -         -     (387,500)  (387,500)
share)

Other Comprehensive Income,
  Net of Applicable Deferred
  Income Taxes                 -        569         -           -         569

BALANCE - December 31,  1,430,000         -   4,616,796    858,860  6,905,656
1998

Net Income for the Year        -          -         -      222,521    222,521
1999

BALANCE - December 31,  1,430,000         -   4,616,796  1,081,381  7,128,177
1999

Net Income for the Year        -          -         -      465,237    465,237
2000

BALANCE - December 31, $1,430,000  $      -  $4,616,796 $1,546,618 $7,593,414
2000

See  independent  auditor's  report  on  supplementary information.




                               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.





                                      BOL BANCSHARES, INC.


                                      /s/ Peggy L. Schaefer
                                        Peggy L. Schaefer
                                           Treasurer


                                             March 27, 2001
                                             Date







Pursuant to the requirements of the Securities 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, 2001.


/s/ Douglas A. Schonacher                   /s/ Gordon A. Burgess
        Director                                   Director

/s/ G. Harrison Scott                       /s/ Lionel J. Favret, Sr.
        Director                                   Director