SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of Commission Only (as permitted [ ] Definitive Proxy Statement by Rule 14a-6(e)(2)) [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Assumption Bancshares, Inc. __________________________________________________________________________ (Name of Registrant as Specified In Its Charter) Board of Directors of Assumption Bancshares, Inc. __________________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: _____________________________________________________________________ 2) Aggregate number of securities to which transaction applies: _____________________________________________________________________ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): _____________________________________________________________________ 4) Proposed maximum aggregate value of transaction: _____________________________________________________________________ 5) Total Fee Paid: _____________________________________________________________________ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: _____________________________________________________________________ 2) Form, Schedule or Registration Statement No.: _____________________________________________________________________ 3) Filing Party: _____________________________________________________________________ 4) Date Filed: _____________________________________________________________________ Notes: PROXY The undersigned hereby constitutes and appoints _______________________, with power of substitution, the proxies of the undersigned to attend the annual meeting of shareholders of Assumption Bancshares, Inc. (the "Company") on May 15, 1996, and any adjournment thereof, and to vote the Company's common stock standing in the name of the undersigned as designated below. 1. Election of Directors: With regard to the following nominees for director, each to serve a three-year term expiring at the 1999 annual meeting of shareholders and until a successor is duly elected and has qualified. You may cast votes for up to four nominees. WITHHOLD NOMINEES FOR AUTHORITY ---------- ------- ----------- F.N. Carrier, Jr. _____ _____ Ridley J. Gros, Phd. _____ _____ Leonard C. Guedry, Jr. _____ _____ Robert J. Tregre _____ _____ J. Wilfred Daigle, Jr. _____ _____ Jess J. Waguespack _____ _____ Charles J. Melancon _____ _____ Lee H. Cafiero, Jr. _____ _____ The Board of Directors recommends that you vote AGAINST this proposal by checking the box marked "AGAINST". 2. By-law amendment proposal: FOR ( ) AGAINST ( ) ABSTAIN ( ) 3. In their discretion, to vote upon such other matters as may properly come before the meeting or any adjournment thereof. This proxy will be voted as specified. DATE:____________________ ________________________ Signature of Shareholder _________________________ Signature if held jointly Please sign exactly as your name appears on the certificate or certificates representing shares to be voted by this proxy (same as name appears on envelope containing these proxy materials). When signing as executor, administrator, attorney, trustee or guardian, please give full titles as such. If a corporation, please sign in corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized persons.