INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE



                       FIRST ALLEN PARISH BANCORP, INC.
                              OAKDALE, LOUISIANA



           $.01 par value common stock--fully paid and non assessable

This certifies that _____________________________ is the owner of __________
shares of the common stock of First Allen Parish Bancorp, Inc. (the
"Corporation"), a Delaware corporation.

The shares evidenced by this certificate are transferable only on the stock
transfer books of the Corporation by the holder of record hereof, in person or
by his duly authorized attorney or legal representative, upon surrender of this
certificate properly endorsed.  This Certificate in not valid until
countersigned and registered by the Corporation's transfer agent and registrar.
THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR
GUARANTEED.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed
by the facsimile signatures of its duly authorized officers and has caused its
seal to be affixed hereto.

Dated:____________________



____________________________________              ______________________________
              Secretary                 (SEAL)               President

 
     The shares evidenced by this Certificate are subject to a limitation
contained in the Certificate of Incorporation to the effect that in no event
shall any record owner of any outstanding Common Stock which is beneficially
owned, directly or indirectly, by a person who beneficially owns in excess of
10% of the outstanding shares of Common Stock (the "Limit") be entitled or
permitted to any vote in respect of shares held in excess of the Limit.

     The Board of Directors of the Corporation is authorized by resolution or
resolutions, from time to time adopted, to provide for the issuance of serial
preferred stock in series and to fix and state the voting powers, designations,
preferences, limitations and restrictions thereof. The Corporation will furnish
to any shareholder upon request and without charge a full description of each
class of stock and any series thereof.

     The shares represented by this Certificate may not be cumulatively voted on
any matter. The Certificate of Incorporation requires the affirmative vote of
the holders of at least 80% of the voting stock of the Corporation, voting
together as a single class, to approve certain business combinations and other
transactions and to amend certain provisions of the Certificate of
Incorporation.

     The following abbreviations when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.



                                                                           
     TEN COM - as tenants in common                    UNIF GIFT MIN ACT       -   _____________ Custodian ____________________
                                                                                   (Cust)                       (Minor)
     TEN ENT - as tenants by the entireties
                                                                               Under Uniform Gifts to Minors Act
     JT TEN  - as joint tenants with right
               of survivorship and not as
                                                                               ________________________________________________
               tenants in common                                                                   (State)
 

    Additional abbreviations may also be used though not in the above list


For value received, _____________________________ hereby sell, assign and
transfer unto


______________________________________________________________________
   PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER

______________________________________________________________________
________________________________________________________________________________
   (please print or typewrite name and address including postal zip code of 
                                   assignee)

________________________________________________________________________________

______________________________________________________________________ Shares of

the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _________________________________ Attorney to
transfer the said shares on the books of the within named corporation with full
power of substitution in the premises.

Dated, _____________________________


In the presence of                        Signature:

 
________________________________________        ________________________________

NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE
STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.