1
                                                                    EXHIBIT 13.1




                                   [LOGO]
________________________________________________________________________________

                         1995 ANNUAL REPORT
                         AMERICAN BANCORP, INC.
                         POST OFFICE BOX 1579
                         OPELOUSAS, LOUISIANA  70570
   2
NATURE OF BUSINESS

         American Bancorp, Inc. is a one-bank holding company whose sole
subsidiary is American Bank and Trust Company, a commercial bank whose general
business is that of providing banking services to the Opelousas, Louisiana
area.  The Bank serves the needs of the area through 46 employees at six
banking locations.  The main office is located at the corner of Landry Street
and Union Street in Opelousas.  Branch banking-offices are located in the
parish of St. Landry in the communities of Lawtell, Krotz Springs, Port Barre
and an office on Creswell Lane in South Opelousas.  In addition, the Bank has a
branch located on Moss Street, in Lafayette, Louisiana.


MARKET PRICE AND DIVIDENDS DECLARED



                                                                                                   DIVIDENDS
   YEAR                      QUARTER                      HIGH                  LOW                PER SHARE
   ----                      -------                      ----                  ---                ---------
                                                                                        
   1995                      First                       $   25                 $  20               $     -
                             Second                          25                    20                     -
                             Third                           25                    20                     -
                             Fourth                          25                    20                    .85

   1994                      First                       $   30                 $  15               $     -
                             Second                          30                    15                     -
                             Third                           30                    15                     -
                             Fourth                          30                    15                    .65



Note: The primary market area for American Bancorp, Inc.'s common stock is the
Opelousas, Louisiana area with American Bank and Trust Company acting as
registrar and transfer agent.  There were approximately 572 shareholders of
record at December 31, 1995.

         Source of market price - American Bank & Trust Company acts as the
transfer agent for the Company.  The stock is thinly traded and the price
ranges are based on stated sales price to the transfer agent, which does not
represent all sales.


ANNUAL SHAREHOLDERS' MEETING

         The annual meeting of the shareholders of American Bancorp, Inc. will
be held on  April 10, 1996 in the Board of Directors Room at the Operations
Center located at 328 East Landry Street, Opelousas, Louisiana.


FORM 10-K ANNUAL REPORT

         American Bancorp, Inc. files an annual report with the Securities and
Exchange Commission on Form 10-K.  A copy of the report filed on Form 10-K will
be sent free of charge to any shareholder by writing to: Ronald J. Lashute,
Chief Executive Officer and Executive Vice-President, American Bank and Trust
Company, Post Office Box 1579, Opelousas, Louisiana 70570.





                                      -1-
   3
                               FINANCIAL SUMMARY
          (In thousands of dollars except per share data and ratios)




                                                                         1995              1994              1993
                                                                         ----              ----              ----
                                                                                                 
FOR THE YEAR

        Net income  . . . . . . . . . . . . . . . . . . . .           $     963         $     962         $     725

        Return on average shareholders' equity  . . . . . .               15.46%            17.96%            15.76%

        Return on average total assets  . . . . . . . . . .                1.64%             1.75%             1.37%


AT YEAR END

        Total assets  . . . . . . . . . . . . . . . . . . .           $  63,070         $  65,141         $  51,746

        Total earning assets  . . . . . . . . . . . . . . .           $  55,080         $  55,190         $  46,398

        Total loans   . . . . . . . . . . . . . . . . . . .           $  26,390         $  27,053         $  26,432

        Total deposits  . . . . . . . . . . . . . . . . . .           $  55,655         $  59,230         $  46,676

        Total shareholders' equity  . . . . . . . . . . . .           $   6,785         $   5,818         $   4,934

        Common shares outstanding   . . . . . . . . . . . .             120,000           120,000           120,000


PER SHARE

        Net income  . . . . . . . . . . . . . . . . . . . .           $    8.03         $    8.02         $    6.04

        Book value  . . . . . . . . . . . . . . . . . . . .           $   56.55         $   48.49         $   41.12

        Cash dividends declared   . . . . . . . . . . . . .           $     .85         $     .65         $     .50


CAPITAL RATIOS

        Total risk-based capital ratio  . . . . . . . . . .               23.17%            19.76%            19.21%

        Leverage ratio  . . . . . . . . . . . . . . . . . .               11.36%            10.38%             9.31%






                                      -2-
   4
                                C O N T E N T S




                                                                                                        PAGE
                                                                                                     
Financial Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2

A Message to the Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4

Management's Discussion and Analysis of Financial
   Condition and Results of Operations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5 - 27

Independent Auditors' Report    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     28

Consolidated balance sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     29 and 30

Consolidated statements of income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     31

Consolidated statements of changes in shareholders' equity  . . . . . . . . . . . . . . . . . . . .     33 and 34

Consolidated statements of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     35 and 36

Notes to consolidated financial statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     37 - 55

Officers and directors of American Bank and Trust Company . . . . . . . . . . . . . . . . . . . . .     56

Officers and directors of American Bancorp, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . .     57






                                      -3-
   5
                              TO THE SHAREHOLDERS

         Fiscal year 1995 was a remarkably good year for American Bancorp, Inc.
and American Bank & Trust Co., its sole subsidiary. Net income for the year was
$963,456 or $8.03 per share. The company's return on average assets for 1995
was 1.64% and return on average equity was 15.46%. Both of these ratios rank
American Bank & Trust Co. among the top performing banks in the Southeast.

         American Bancorp's average assets during 1995 were $58,733,000, an
increase of $3,870,000 or 7.05% over 1994.  The company's leverage capital
ratio increased to 11.35% from 10.38% exceeding all regulatory requirements to
be considered a well capitalized bank. Dividends declared in 1995 represented
an increase of 31% over dividends paid in 1994.

         Two significant factors in the bank's successful financial performance
were a healthy net interest margin of 5.79%, and the high quality of assets. At
December 31, 1995, nonperforming assets totaled .2% of average assets and the
bank had a net recovery of charged off loans of $10,000.

         Having completed another successful year and exceeding goals set by
the board of Directors and Management, we look forward to expanding our
services through improved technology to meet the banking needs of our
customers. We will continue to offer these services with our traditional
personalized approach.

         Management is optimistic that the bank will continue to operate in a
profitable and safe manner. We will achieve this using the same prudent and
sound banking practice as in the past.

         We appreciate the loyalty and support of the shareholders, directors
and employees of the bank, and look forward to your continued support and
interest.





/s/ SALVADOR L. DIESI, SR.
- ----------------------------------------------
Salvador L. Diesi, Sr., Chairman of the Board
         and President




/s/ RONALD J. LASHUTE
- ----------------------------------------------
Ronald J. Lashute, Chief Executive Officer and
         Executive Vice-President





                                      -4-
   6
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                          AND RESULTS OF OPERATIONS


SUMMARY OF OPERATIONS FOR THE LAST FIVE YEARS
(In thousands of dollars except per share data and ratios)



                                                                            YEAR ENDED DECEMBER 31,
                                                          ------------------------------------------------------------
                                                              1995         1994         1993         1992       1991
                                                          ------------------------------------------------------------
                                                                                               
Operating Data:
     Net interest income  . . . . . . . . . . . . .       $   3,065    $    2,567    $   2,442    $  2,450   $  2,056
     Provision for possible loan
        losses  . . . . . . . . . . . . . . . . . .              -             12           36          36        (26)
     Net income   . . . . . . . . . . . . . . . . .             963           962          725         809        506

Per share data:
     Weighted average number of
        shares outstanding    . . . . . . . . . . .         120,000       120,000      120,000     120,000    120,000
     Net income   . . . . . . . . . . . . . . . . .       $    8.03    $     8.02    $    6.04    $   6.75   $   4.22
     Cash dividends declared  . . . . . . . . . . .             .85           .65          .50          -          -
     Book value at end of year  . . . . . . . . . .           56.55         48.49        41.12       35.58      24.62

Balance sheet totals:
     Average assets   . . . . . . . . . . . . . . .       $  58,733    $   54,863    $  52,937    $ 52,461   $ 52,891
     Average shareholders' equity   . . . . . . . .           6,230         5,356        4,599       3,852      2,922

Relationship between significant
     financial ratios:
        Percentage of net income
           to average total assets  . . . . . . . .            1.64%         1.75%        1.37%       1.54%       .95%
        Percentage of net income
           to average shareholders'
           equity   . . . . . . . . . . . . . . . .           15.46%        17.96%       15.76%      21.01%     17.32%
        Percentage of dividends
           declared per common share
           to net income per common
           share  . . . . . . . . . . . . . . . . .           10.59%         8.10%        8.28%        .00%       .00%
        Percentage of average share-
           holders' equity to average
           total assets   . . . . . . . . . . . . .           10.60%         9.76%        8.69%       7.34%      5.52%
     Tier 1 risk-based capital ratio  . . . . . . .           21.92%        18.51%       17.96%      15.89%     15.13%
     Total risk-based capital ratio   . . . . . . .           23.17%        19.76%       19.21%      17.14%     16.63%
     Leverage ratio   . . . . . . . . . . . . . . .           11.36%        10.38%        9.31%       8.13%      7.30%






                                      -5-
   7
         Management's discussion and analysis of financial condition and
results of operations should be read in conjunction with the accompanying
financial statements and notes.


OVERVIEW

         The Company reported net income of $963,456 in 1995 compared to
$962,484 in 1994 and $724,503 in 1993.  However, interest income has steadily
increased over the last three years.  The primary increase has been in interest
income on loans and investment securities.  The interest on these items
increased $710,376 in 1995 and $122,531 in 1994.  Interest expense also
increased in 1995 after being fairly constant for the last two years.  The
increase for 1995 was $210,831, while there was a decrease of $14,855 from 1993
to 1994.  The most significant change on the income statement was in provision
for income taxes.  The Company had been in the position of having net operating
losses available for carryfoward.  All such losses were realized in 1994 and,
consequently, the Company went from a tax benefit to a tax expense in 1995.
The tax benefit in 1994 was $56,432 while the tax provision for 1995 was
$449,793.

         Average total assets continue to increase.  These assets have grown
3.6% and 7.1% in 1994 and 1995, respectively.  This increase is a result of a
steady growth of non-interest bearing demand deposits.  These deposits
increased $1,132,000 in 1994 or 9.2% and $2,213,000 in 1995 or 16.4%.

         The year end balance sheet reflects a slight drop of $652,962 in loans
due to a reduction in loan demand.  In addition, total deposits decreased
$3,575,452 which contributed to a decline of $2,070,642 in total assets in
comparing 1995 to 1994.  A portion of this decrease is attributed to a fiscal
agent agreement with a public body that has seasonal variations in their
deposits.  For the same period there was an increase of $967,185, in
stockholders' equity.


STATEMENT OF INCOME ANALYSIS

         Net interest income on a taxable-equivalent basis was $3.1 million in
1995, an increase of $.553 million, or 21.8% compared in 1994.  In 1994, net
interest income was $2.5 million, an increase of $.139 million, or 5.8% over
the prior year.  The net interest margin for 1995 was 5.79% compared to 5.09%
in 1994 and 5.02% for 1993.  Table 1 summarizes average balances, income and
average yields on earning assets and expense and average rates paid on interest
bearing liabilities.  Table 2 analyzes the change in net interest income for
the two most recent annual intervals.

         The increase in average balances in securities available for sale and
securities held to maturity had a positive effect on the net interest margin
for the year ended December 31, 1995.  The increase in average rates on loans
and securities held to maturity also had a significant impact on the increase
in the net interest margin form 1994 to 1995.  The increase in the average rate
of $.532 million on earning assets was offset by an increase of $.184 million
in interest expense related to the Company's cost of funds.





                                      -6-
   8
PROVISION FOR POSSIBLE LOAN LOSSES.  The provision for possible loan losses was
$-0- in 1995, $12,000 in 1994 and $36,000 in 1993.  As a percentage of
outstanding loans, the allowance for possible loans losses was 2.31%, 2.22% and
2.24% at December 31, 1995, 1994 and 1993, respectively.  The annual provision
is determined by the level of net charge offs, the size of the loan portfolio,
the level of nonperforming loans, anticipated economic conditions, and review
of financial condition of specific customers.

NON-INTEREST INCOME.  There have been immaterial variances in most non-interest
income accounts for the three year period ended 1995.  However, from 1993 to
1994 the effect of an increase in service charges resulted in an increase in
income of approximately $32,000.  Other non-interest income was below normal in
1993 due to the expensing of the remaining cost basis of an obsolete computer
system.  The Bank's management realizes that non-interest income will become
increasingly important as deregulation continues to impact the net interest
margin; therefore, we are continuously evaluating new opportunities for fee
revenues through proper pricing of services and the development of new sources
of non-interest revenue.

NON-INTEREST EXPENSE.  In comparing 1995 to 1994, the only significant variance
was a reduction in other expense of $47,229 due primarily to a reduction in
FDIC assessments.  The other categories in non-interest expense experienced
normal variation between 1995, 1994 and 1993.

INCOME TAXES.  The Company recorded income tax expense of $449,793 in 1995 as
compared to a benefit of $(56,432) in 1994.  Effective January 1, 1992, the
Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes."  Due to limitations related to the valuation of
deferred tax assets, there was no cumulative effect adjustment at adoption.
During 1994, the Bank recorded a deferred tax benefit equal to its deferred tax
asset.  The Bank's net deferred tax asset at December 31, 1994 was fully
supported by the Bank's carryback potential, plus one year of future expected
earnings.  At December 1995, all available carrybacks had been utilized
resulting in the income tax expense of $449,793.

         This change in accounting principle enabled the Company to more
clearly reflect the impact of net operating loss carryforwards on results of
operations.  Previously, these tax benefits were required to be reported as
extraordinary income.  The only income tax expense paid for 1994 and 1993 was
related to alternative minimum tax calculations.


BALANCE SHEET AND CAPITAL FUNDS ANALYSIS

         Investment securities are a major use of funds by the Bank.  The
balance at December 31, 1995 was $21,645,540 which represented a $2,032,057 or
10.36% increase from the $19,613,483 balance outstanding at December 31, 1994.
Investment securities serve several purposes.  A portion of investment
securities provides liquidity or secondary reserves, which management can use
if necessary to meet loan demand or deposit withdrawals. Investment securities,
especially obligations of state and political subdivisions, provide for
schools, road construction, sewers, and various other  projects.  The Bank
invests a portion  of these funds in the market area as a service to the
community in which it operates.  The remainder of these funds is invested in
obligations of the United States Government or its agencies.  It is
management's policy to minimize risk in investments and provide liquidity by
investing in short-term maturities with quality ratings.  While a substantial
portion of the investment portfolio is pledged on public deposits (55%), this
is slightly less than 1994 pledged percentage of 56%.  The amount of pledged
securities have been fairly constant for the last three years and management
anticipates this source of deposits will remain relatively constant in the
future.





                                      -7-
   9
         On January 1, 1994, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," which requires the classification of securities
into one of three categories: trading, available for sale or held to maturity.
Management determines the appropriate classification of debt securities at the
time of purchase and re-evaluates this classification periodically.

         Prior to January 1, 1994, the Company classified securities as held
for sale (available for sale) and investment securities (held to maturity)
based on criteria which did not differ significantly from that required by the
new standard.  Held for sale securities were recorded at the lower of cost or
fair value.

         In December 1995, the Financial Accounting Standards Board issued "A
Guide to Implementation of Statement 115 on Accounting for Certain Investments
in Debt and Equity Securities" (Guide).  This guide provided for a one time
opportunity to reclassify securities without impairing the individual
classifications.  The Company elected to leave all investment classifications
as previously recorded on acquisition.  The Company will continue to determine
the appropriate classification at the time of purchase.

         The Bank's primary use of funds is to meet loan demand.  Loans, net of
unearned income, were $27,014,350 at December 31, 1995, compared to $27,667,312
at December 31, 1994.  This $652,962 or 2.36% decrease is the result of weak
loan demand in the market area.

         The Bank attracts deposits from consumers and businesses, and also
utilizes its access to the money markets to purchase funds to support the asset
side of the balance sheet.  The two primary sources of funds may be classified
as "interest-bearing deposits" and "non-interest bearing deposits."
"Interest-bearing deposits" consist of time deposits, savings accounts, NOW
accounts and Money Market deposit accounts.  The largest source of
"non-interest bearing deposits" is demand deposits, which consist of gross
demand deposits less reciprocal balances with our correspondent banks.

         As of December 31, 1995, total deposits decreased $3,575,452 or 6.04%
from December 31, 1994.  The most significant changes in deposits from 1994 to
1995 were increases in non-interest bearing demand deposit accounts of
$937,334, a 5.86% increase, and net decreases in NOW accounts of $4,390,847, a
percentage decrease of  25.92%.  This decrease is attributable to the Bank
becoming the fiscal agent for a public body which experiences seasonal
variations in their deposit account.

         Shareholders' equity increased $967,186 or 16.62% from December 31,
1994 to December 31, 1995.  The equity or book value of the Bank is the
shareholders' investment in the Bank resulting from the sale of stock and the
accumulation of earnings retained by the Bank.  The strength of the Bank and
its ability to grow depends to a great extent on management's ability to
maintain a corresponding growth in shareholders' equity.

         We declared cash dividends in the amount of $102,000 or $.85 per share
in 1995 and $78,000 or $.65 per share in 1994 and $ .50 per share in 1993.





                                      -8-
   10
NONPERFORMING ASSETS AND PAST DUE LOANS.  Nonperforming assets are loans
carried on a nonaccrual basis, those classified as restructed loans (loans with
below-market interest rates or other concessions due to the deteriorated
financial condition of the borrower), repossessed real estate, property in the
process of being repossessed and repossessed movable property.  A loan is
placed on nonaccrual when, in management's judgment, the borrower's financial
condition has deteriorated to the point that his ability to service the
principal and/or interest is in doubt.  At that time, any accrued interest on
the loan is reversed and accruing of interest is discontinued.  The Company's
nonperforming assets consist primarily of repossessed real estate and loans
secured by real estate.

         Nonperforming assets at December 31, 1995 were $137,363, a decrease of
$25,170 from December 31, 1994.  The most significant decrease in nonperforming
loans from 1993 to 1994 was in the loans contractually past due 90 days or more
as to principal or interest, but which are not in the nonaccrual category.
This resulted primarily from one borrower who was experiencing financial
difficulty at December 31, 1993, but subsequent to year end, the loan was paid
off by the borrower.  Other real estate and repossessed assets decreased $2,944
from the prior year balance to $13,800 at December 31, 1995.  The Bank has
experienced a continual drop in other real estate over the last three years.
Management anticipates this favorable trend to continue.

         As of January 1, 1995, the Company adopted SFAS No. 114, "Accounting
by Creditors for Impairment of a Loan," which, as it relates to in-substance
foreclosures, requires that a creditor continue to classify these assets as
loans on the balance sheet unless the creditor receives physical possession of
the collateral.  The Company had no in- substance foreclosures in 1995 or 1994.
At December 31, 1995, the recorded investment in loans that were considered to
be impaired under SFAS No. 114 was $83,884, with the related reserve for
possible loan losses of $5,901.  These loans are included in nonaccrual loans
in Table 7.

LIQUIDITY.  Liquidity is the ability to ensure that adequate funds are
available to satisfy contractual liabilities, fund operations, meet withdrawal
requirements of depositors, and provide for customers' credit needs in a timely
manner.  The liquidity position of the Bank is founded on a stable base of core
deposits.  The primary source of liquidity for the Bank is its short-term
investments.  The Bank has overnight funds lines with correspondent banks
providing additional sources of liquidity.  Securities available for sale also
provide a major source of liquidity to the Bank, as do the cash flows from
repayments and maturities of its loan portfolio.  The franchise from which the
Bank operates allows access to a broad base of retail customers, and management
has been successful at attracting additional deposits when a continuing need
for further funding has arisen.  The Bank's core deposit base is supplemented
by public fund time deposits and federal funds obtained through correspondent
relationships.

         At the Parent Company (American Bancorp, Inc.) level, cash is needed
to fund operations and to pay dividends.  During December 31, 1995, the Parent
Company received $102,000 from the Bank in partial settlement for the use of a
net operating loss that had been incurred by the Parent.  These funds were used
to pay dividends to stockholders.





                                      -9-
   11
         The purpose of liquidity management is to assure that the Bank has the
ability to raise funds to support asset growth, meet deposit withdrawal,
maintain reserve requirements and otherwise operate the Bank on a continuing
basis.  Liquidity for the Bank is provided by the acquisition of additional
funds in the form of deposits, borrowing such as federal funds, investment
maturities and sales and loan  maturities and repayments.

         In recognition of the increased pace of deregulation and increasing
competition, the Bank will continue to increase its competitive position in the
area to assure the availability of funds.  The Bank's reputation, capital
position and base of deposits will help to insure flexibility and liquidity.

CAPITAL ADEQUACY.  The management of capital is a continuous process which
consists of providing capital for anticipated growth of the Bank.  An
evaluation of capital adequacy cannot be made solely in terms of total capital
or related ratios.  A more comprehensive indication of financial strength is
management's ability to generate capital through the retention of earnings.
The Bank's main source of capital during the last several years has been
cumulative earnings derived through profitable operations.

         In 1992, the Federal Deposit Insurance Corporation (FDIC) issued
regulations for the classification of banks based on their capital levels
pursuant to the Federal Deposit Insurance Corporation Improvement Act passed by
Congress in 1991.  The rules place each bank into one of the nine risk
categories for assessing risk-based deposit premiums based on capital ratios
and on other supervisory information.  Three capital categories are used for
capital ratios ranging from "well capitalized" to "undercapitalized."  The
regulations define "well capitalized" banks as those bank with at least 6% Tier
1 risk-based capital ratio, 10% total risk-based capital ratio and a 5%
leverage ratio.  Banks are also assigned to one of three supervisory subgroups
ranging from "healthy" to "substantial supervisory concern."  The Bank is
included in the top rating categories for both capital ratios and the
supervisory subgroup.  At December 31, 1995, the Bank had a Tier 1 risk-based
capital ratio of 21.9% and 23.2% total risk-based capital ratio.  The leverage
ratio has increased to 11.36% at December 31, 1995.  The Bank presently meets
or exceeds all required risk-based capital standards and anticipates no
difficulty in maintaining those standards.

FAIR VALUES OF FINANCIAL INSTRUMENTS.  Statement of Financial Accounting
Standards No. 107, "Disclosures About Fair Values of Financial Instruments"
requires disclosure of estimated fair values of financial instruments.
Financial instruments are defined as cash and contractual rights and
obligations that require settlement, directly or indirectly, in cash.  Note 14
to the consolidated financial statements provides information regarding the
fair values of financial instruments as of December 31, 1995.

INTEREST RATE SENSITIVITY.  Interest rate risk is the potential impact of
changes in interest rates on net interest income and results from mismatches in
repricing opportunities of assets and liabilities over a period of time.
Static Gap analysis is used to estimate the effects of changing interest rates
and various balance sheet strategies on the level of net interest income.
Management may alter the mix of floating and fixed rate assets and liabilities,
change pricing schedules, and adjust maturities through sales and purchases of
securities available for sale.  Table 14 presents the Bank's interest rate
sensitivity position at December 31, 1995.





                                      -10-
   12
         This profile, usually referred to as a Gap analysis, is based on a
point in time and may not be meaningful because assets and liabilities must be
categorized according to contractual maturities and repricing periods rather
than estimating these characteristics, as is done in simulation models.  Also,
the Gap analysis does not consider subsequent changes in  interest rate  levels
or  spreads between asset and liability categories.  Although Table 14
indicates that the Company is liability-sensitive (interest-bearing liabilities
exceed earning assets) up to one year, this may not be true in practice.  The 1
- - 30 day deposit category includes NOW, money market and savings accounts which
have indeterminate maturities.  The rates paid on these core deposits, which
account for 59.3% of interest-bearing funds, do not necessarily reprice in a
direct relationship to changes in interest rate.

         In addition to core deposits, which serve to lessen the volatility of
net interest income in changing rate conditions, the Company's loan portfolio
contains fixed-rate commercial loans that have actual maturities and cash flows
that vary with the level of interest rates.  These earning assets are reported
in the after one year category, when in fact a portion of these balances may be
subject to repricing within one year or less.  Depending on market interest
rates, actual cash flows from these loans will vary from the contractual
maturities due to payoffs and refinancing activity.





                                      -11-
   13
TABLE 1
SUMMARY OF CONSOLIDATED NET INTEREST INCOME
Fully taxable equivalent basis (In thousands)


                                                                                            1995
                                                                    --------------------------------------------------
                                                                    AVERAGE                                    AVERAGE
                                                                    BALANCE               INTEREST              RATE
                                                                    -------               --------             -------
                                                                                                      
ASSETS
  Short-term investments                                           $  4,930               $    271               5.50%
  Loans, net of unearned income (1) (2)                              26,748                  2,573               9.62
  Securities available for sale (3)                                   3,843                    312               8.12
  Securities held to maturity                                        17,779                  1,087               6.11
                                                                   --------               --------             
       Total interest earning assets                                 53,300                  4,243               7.96%
  Allowance for possible loan losses                                   (621)              --------             -------
  Cash and due from banks                                             3,815
  Other assets                                                        2,239
                                                                   --------               
       Total assets                                                $ 58,733
                                                                   ========

LIABILITIES
   Interest-bearing demand deposits                                $ 11,480               $    217              1.89%
   Savings deposits                                                   8,782                    239               2.72
   Time deposits                                                     15,977                    700               4.38
   Short-term borrowings                                                 17                      2              11.76
                                                                   --------               --------             
         Total interest-bearing liabilities/interest expense         36,256                  1,158               3.19%
   Non-interest bearing demand deposits                              15,707                                    -------
   Other liabilities                                                    540
                                                                   --------               
         Total liabilities                                           52,503

SHAREHOLDERS' EQUITY
   Shareholders' equity                                               6,230
                                                                   --------               
        Total liabilities and shareholders' equity                 $ 58,733
                                                                   ========

   Total interest expense related to earning assets                                                              2.17%
                                                                                                               -------
   Net interest income                                                                    $  3,085
                                                                                          ========
   Net interest margin                                                                                           5.79%
                                                                                                               =======



(1)  Interest income earned on nontaxable investment securities and certain
     loans are exempt from taxation.  However, an adjustment has been made for
     the tax preference item related to nontaxable securities purchased after
     December 31, 1982.  An incremental tax rate of 34% is used to compute the
     taxable equivalent adjustment for 1995, 1994, and 1993.

(2)  For purposes of yield computations, non-accrual loans are included in
     loans outstanding.

(3)  Yield computations are based on historical cost of securities available
     for sale.





                                      -12-
   14


                           1994                                                       1993
     --------------------------------------------                    --------------------------------------------
     AVERAGE                              AVERAGE                    AVERAGE                              AVERAGE
     BALANCE          INTEREST             RATE                      BALANCE           INTEREST             RATE
     -------          --------            -------                    -------           --------           -------
                                                                                            
    $  6,609          $    272            4.12%                      $  7,077          $    285            4.03%
      26,976             2,281             8.46                        26,678             2,162             8.10
       2,905               257             8.85                             -                 -             0.00
      13,257               670             5.05                        13,953               908             6.51
    --------          --------                                       --------          --------
      49,747             3,480            7.00%                        47,708             3,355            7.03%
                      --------           ------                                        --------           ------
        (614)                                                            (589)
       3,567                                                            1,647
       2,163                                                            4,171
    --------                                                         --------          
    $ 54,863                                                         $ 52,937
    ========                                                         ========


    $ 11,855          $    218            1.84%                      $ 11,249          $    233            2.07%
       8,775               239             2.72                         8,436               237             2.81
      15,154               491             3.24                        16,146               492             3.05
           -                 -             0.00                             -                 -             0.00
    --------          --------                                       --------          --------
      35,784               948            2.65%                        35,831               962            2.68%
                                         ------                                                           ------
      13,494                                                           12,362
         229                                                              145
    --------                                                         --------          
      49,507                                                           48,338


       5,356                                                            4,599
    --------                                                         --------          

    $ 54,863                                                         $ 52,937
    ========                                                         ========
                                          1.91%                                                            2.02%
                                         ------                                                           ------
                      $  2,532                                                         $  2,393
                      ========                                                         ========
                                          5.09%                                                            5.02%
                                         ======                                                           ======






                                      -13-
   15
TABLE 2
RATE/VOLUME ANALYSIS
Fully taxable equivalent basis (In thousands)




                                                                                   YEAR ENDED DECEMBER 31,
                                                                       -------------------------------------------
                                                                                          1995/1994
                                                                       -------------------------------------------
                                                                           INCREASE (DECREASE)
                                                                          DUE TO CHANGE IN: (1)
                                                                       --------------------------                          
                                                                       AVERAGE            AVERAGE           NET
                                                                       BALANCE             RATE            CHANGE
                                                                       -------            -------          -------
                                                                                                  
Interest income:
   Short-term investments . . . . . . . . . . . . . . . . . . .        $   (81)           $    80          $    (1)
   Loans, net of unearned income (2)  . . . . . . . . . . . . .            (21)               313              292
   Securities available for sale (3)  . . . . . . . . . . . . .             80                (25)              55
   Securities held to maturity  . . . . . . . . . . . . . . . .            253                164              417
                                                                       -------            -------          -------

      Total interest income . . . . . . . . . . . . . . . . . .            231                532              763
                                                                       -------            -------          -------

Interest expense:
   Demand deposits  . . . . . . . . . . . . . . . . . . . . . .             (6)                 5               (1)
   Savings deposits . . . . . . . . . . . . . . . . . . . . . .             -                  -                -
   Time deposits  . . . . . . . . . . . . . . . . . . . . . . .             31                178              209
   Short-term borrowing . . . . . . . . . . . . . . . . . . . .              1                  1                2
                                                                       -------            -------          -------

      Total interest expense  . . . . . . . . . . . . . . . . .             26                184              210
                                                                       -------            -------          -------

Taxable-equivalent net interest income  . . . . . . . . . . . .        $   205            $   348          $   553
                                                                       =======            =======          =======



(1)  The change in interest due to both rate and volume has been allocated to
     rate and volume changes in proportion to the relationship of the absolute
     dollar amounts of the change in each.

(2)  Non-accrual loans are included in loans outstanding.

(3)  Yield computations are based on historical cost of securities available
     for sale.





                                      -14-
   16


           YEAR ENDED DECEMBER 31,
- -------------------------------------------
                  1994/1993
- -------------------------------------------
    INCREASE (DECREASE)
   DUE TO CHANGE IN: (1)
- --------------------------                          
AVERAGE            AVERAGE           NET
BALANCE              RATE           CHANGE
- -------            -------          -------
                             
$   (19)            $    6         $    (13)
     25                 94              119
    128                129              257
    (40)              (198)            (238)
- -------            -------          -------

     94                 31              125
- -------            -------          -------


     12                (27)             (15)
      9                 (7)               2
    (31)                30               (1)
      -                  -                - 
- -------            -------          -------

    (10)                (4)             (14)
- -------            -------          -------

$   104             $   35          $   139
=======            =======          =======



                                      -15-
   17
TABLE 3
SECURITIES PORTFOLIO
(In thousands)




                                                    DECEMBER 31, 1995                        DECEMBER 31, 1994
                                        ------------------------------------     ------------------------------------
                                        HELD TO       AVAILABLE                  HELD TO        AVAILABLE
                                        MATURITY      FOR SALE        TOTAL      MATURITY       FOR SALE       TOTAL
                                        --------      ---------     --------     --------       ---------    --------
                                                                                           
U.S. Treasury   . . . . . . . . . .     $  5,508      $     -       $  5,508     $  5,499       $     -      $  5,499
U.S. Government and
   Agencies . . . . . . . . . . . .       10,997         1,536        12,533       10,980            497       11,477
Mortgage-Backed
   Securities . . . . . . . . . . .           -          2,342         2,342           -           2,637        2,637
State and Political
   Subdivisions . . . . . . . . . .           -          1,263         1,263           -              -            -
                                        --------      --------      --------     --------       --------     --------

                                        $ 16,505      $  5,141      $ 21,646     $ 16,479       $  3,134     $ 19,613
                                        ========      ========      ========     ========       ========     ========






                                      -16-
   18
TABLE 4
MATURITY DISTRIBUTION AND SECURITIES PORTFOLIO YIELDS
(In thousands)



                                                                        AFTER                    AFTER
                                                                       ONE BUT                 FIVE BUT
                                            WITHIN ONE               WITHIN FIVE              WITHIN TEN
                                             YEAR AMT.      YIELD     YEARS AMT.     YIELD    YEARS AMT.      YIELD 
                                            ----------      -----    -----------     -----    ----------      -----
                                                                                             
December 31, 1995:
   Held to maturity:
      U.S. Treasury . . . . . . . . . . .    $ 3,499        6.32%      $ 2,009       6.18%       $    -          - %
      U.S. Government
         and Agencies . . . . . . . . . .      5,002         5.62        5,495        6.37           500        6.36
                                             -------        -----      -------       -----       -------       -----

            Total held to
               maturity . . . . . . . . .      8,501        5.91%        7,504       6.32%           500       6.36%
                                             -------        -----      -------       -----       -------       -----

   Available for sale:
      U.S. Government
         and Agencies . . . . . . . . . .         -           -%         1,536       6.77%            -          - %
      Mortgage-Backed
         Securities . . . . . . . . . . .        183         7.92        1,116        8.92         1,043        8.47
      State and
         Political
         Subdivisions . . . . . . . . . .         -           -            377        7.85           886       6.58%
                                             -------        -----      -------       -----       -------       -----

            Total
               available
               for sale . . . . . . . . .        183        7.92%        3,029       7.69%         1,929        7.59
                                             -------        -----      -------       -----       -------       -----

            Total
               securities . . . . . . . .    $ 8,684        5.96%      $10,533       6.70%       $ 2,429       7.35%
                                             =======        =====      =======       =====       =======       =====






                                      -17-
   19


  AFTER TEN                     TOTAL
  YEARS AMT.        YIELD       AMOUNT        YIELD
  ----------        -----       ------        -----
                                    
   $     -            - %      $ 5,508        6.27%
       
         -             -        10,997        6.03
   -------          -----      -------       ------


       -0-          0.00%       16,505        6.11%
   -------          -----      -------       ------



         -            - %        1,536        6.78%

         -             -         2,342        8.64


         -              -        1,263        6.95
   -------          -----      -------       ------



       -0-          0.00%        5,141        7.66%
   -------          -----      -------       ------


   $   -0-          0.00%      $21,646        6.47%
   =======          =====      =======       ======






                                      -18-
   20
TABLE 5
LOAN PORTFOLIO

The amounts of loans outstanding for the three years ended December 31, 1995
are shown in the following table according to type of loan (in thousands).



                                                                 1995              1994               1993
                                                               ---------         ---------          ---------
                                                                                           
Commercial, financial and agricultural  . . . . . . . . .      $   6,240         $   6,543          $   5,306
Real Estate - Construction  . . . . . . . . . . . . . . .            119               325                212
Real Estate - Mortgage  . . . . . . . . . . . . . . . . .         16,473            16,119             17,889
Installment . . . . . . . . . . . . . . . . . . . . . . .          4,182             4,681              3,637
                                                               ---------         ---------          ---------
        Total . . . . . . . . . . . . . . . . . . . . . .         27,014            27,668             27,044
Less:
  Allowance for possible loan losses  . . . . . . . . . .           (624)             (614)              (606)
  Unearned income . . . . . . . . . . . . . . . . . . . .             -                 (1)                (6)
                                                               ---------         ---------          ---------

                                                               $  26,390         $  27,053          $  26,432
                                                               =========         =========          =========


________________________________________________________________________________

TABLE 6
LOAN MATURITY AND INTEREST RATE SENSITIVITY

The following table shows the amount of commercial, financial and agricultural
loans, real estate-construction loans and real estate mortgage loans, exclusive
of 1-4 family residential loans, outstanding as of December 31, 1995 which,
based on remaining scheduled repayments of principal, are due in the amounts
indicated.  Also, the amounts due after one year are classified according to
the sensitivity to the changes in interest rates (in thousands).



                                                   ONE YEAR           OVER ONE
                                                      OR                TO               OVER
                                                   LESS (1)           5 YEARS           5 YEARS            TOTAL
                                                   --------           --------          --------          --------
                                                                                              
Maturity of Loans:
  Commercial, financial and
    agricultural  . . . . . . . . . . . . .        $  2,928           $  2,103          $  1,641          $  6,672
  Real Estate - mortgage and
    construction  . . . . . . . . . . . . .             493              4,109             2,460             7,062
                                                   --------           --------          --------          --------

      Total . . . . . . . . . . . . . . . .        $  3,421           $  6,212          $  4,101          $ 13,734
                                                   ========           ========          ========          ========

Interest Rate Sensitivity of Loans:
  With predetermined interest rates . . . .        $  1,064           $  4,306          $    168          $  5,538
  With floating interest rates (2)  . . . .           2,357              1,906             3,933             8,196
                                                   --------           --------          --------          --------

      Total . . . . . . . . . . . . . . . .        $  3,421           $  6,212          $  4,101          $ 13,734
                                                   ========           ========          ========          ========


(l)      Includes demand loans, loans having no stated schedule of repayments
         and no stated maturity, and overdrafts.

(2)      The floating interest rate loans generally fluctuate according to a
         formula based on a prime rate.





                                      -19-
   21
TABLE 7
NONPERFORMING ASSETS

Nonperforming assets include nonaccrual loans, loans which are contractually 90
days past due, restructured loans, and foreclosed assets. Restructured loans
are loans which, due to a deteriorated financial condition of the borrower,
have a below-market yield.  Interest payments received on nonperforming loans
are applied to reduce principal if there is doubt as to the collectibility of
the principal; otherwise, these receipts are recorded as interest income.
Certain nonperforming loans are current as to principal and interest payments
that are classified as nonperforming because there is a question concerning
full collectilibity of both principal and interest.

Nonperforming assets totaled $137,363 at year ended 1995, a $25,170 (15.5%)
decrease from the prior year.  Nonperforming assets totaling $162,533 at
December 31, 1994 was down $326,742 (67%) from December 31, 1993.  The
composition of nonperforming assets for the past three years are illustrated
below.



                                                                     1995               1994             1993
                                                                  ----------         ----------       ----------
                                                                                             
Nonperforming loans:
  Loans on nonaccrual . . . . . . . . . . . . . . . . .           $  114,059         $    3,722       $    9,104
  Loans contractually past due 90
    days or more as to principal or
    interest, but which are not on
    nonaccrual  . . . . . . . . . . . . . . . . . . . .                9,504              9,377          180,451
  Restructured loans which are not
    on nonaccrual . . . . . . . . . . . . . . . . . . .                   -             132,690          153,415
                                                                  ----------         ----------       ----------

                                                                     123,563            145,789          342,970

Other real estate and repossessed
   assets received in complete or
   partial satisfaction of loan
   obligations  . . . . . . . . . . . . . . . . . . . .               13,800             16,744          146,305
                                                                  ----------         ----------       ----------

       Total nonperforming assets . . . . . . . . . . .           $  137,363         $  162,533       $  489,275
                                                                  ==========         ==========       ==========



At December 31, 1995, the Bank has loans outstanding to multiple numbers of
borrowers engaged in the medical industry and the legal profession.  The loans
to the medical industry totaled $4,478,739, while the loans to the legal
profession were $3,103,320.  There were no significant nonperforming loans
outstanding in these two concentrations.





                                      -20-
   22
TABLE 8
ALLOWANCE FOR POSSIBLE LOAN LOSSES
(In Thousands)



                                                                                YEAR ENDED DECEMBER 31,
                                                                    ----------------------------------------------
                                                                     1995                1994                1993
                                                                    ------              ------              ------
                                                                                                   
Beginning balance . . . . . . . . . . . . . . . . . . . . .         $  614              $  606              $  576
                                                                    ------              ------              ------

Provision charged against income  . . . . . . . . . . . . .            -0-                  12                  36
                                                                    ------              ------              ------

Charge-offs:
  Commercial, financial and agricultural loans  . . . . . .             -                    1                  -
  Real estate mortgage loans  . . . . . . . . . . . . . . .             -                   13                   3
  Real estate construction loans  . . . . . . . . . . . . .             -                   -                   -
  Installment loans . . . . . . . . . . . . . . . . . . . .              6                   1                   7
                                                                    ------              ------              ------
      Total charge-offs . . . . . . . . . . . . . . . . . .              6                  15                  10
                                                                    ------              ------              ------

Recoveries:
  Commercial, financial and agricultural loans  . . . . . .              8                   8                  -
  Real estate mortgage loans  . . . . . . . . . . . . . . .             -                   -                   -
  Real estate construction loans  . . . . . . . . . . . . .             -                   -                   -
  Installment loans . . . . . . . . . . . . . . . . . . . .              8                   3                   4
                                                                    ------              ------              ------
      Total recoveries  . . . . . . . . . . . . . . . . . .             16                  11                   4
                                                                    ------              ------              ------

Net charge-offs (recoveries)  . . . . . . . . . . . . . . .            (10)                  4                   6
                                                                    ------              ------              ------

Ending balance  . . . . . . . . . . . . . . . . . . . . . .         $  624              $  614              $  606
                                                                    ======              ======              ======
Ratio of net charge-offs (recoveries) during
  the period to average loans outstanding
  during the period . . . . . . . . . . . . . . . . . . . .         (.04)%                .01%                .02%
                                                                    ======              ======              ======






                                      -21-
   23
TABLE 9
ALLOCATION FOR POSSIBLE LOAN LOSSES
(In thousands)

The allowance for possible loan losses has been allocated according to the
amount deemed to be reasonably necessary to provide for the possibility of
losses being incurred within the following categories of loans at the date
indicated.



                                                         DECEMBER 31, 1995                       DECEMBER 31, 1994
                                                  -------------------------------        --------------------------------
                                                                      % OF LOANS                              % OF LOANS
                                                                      OUTSTANDING                             OUTSTANDING
                                                                       TO TOTAL                                TO TOTAL
                                                  ALLOWANCE             LOANS            ALLOWANCE               LOANS
                                                  ---------           -----------        ---------            -----------
                                                                                                    
Commercial, financial and
   agricultural loans . . . . . . . . . . .       $    134              21.47%            $   126                20.52%
Real estate construction  . . . . . . . . .              5               0.80                   5                 0.81
Real estate mortgage loans  . . . . . . . .            400              64.10                 400                65.15
Installment loans . . . . . . . . . . . . .             85              13.63                  83                13.52
                                                  --------             -------            -------               -------
                                                  $    624             100.00%            $   614               100.00%
                                                  ========             =======            =======               =======





                                                                             DECEMBER 31, 1993
                                                                     ----------------------------------
                                                                                            % OF LOANS
                                                                                            OUTSTANDING
                                                                                             TO TOTAL
                                                                     ALLOWANCE                 LOANS
                                                                     ---------              -----------
                                                                                        
Commercial, financial and
   agricultural loans . . . . . . . . . . . . . . . . . . . .         $   119                  19.63%
Real estate construction  . . . . . . . . . . . . . . . . . .               5                   0.78
Real estate mortgage loans  . . . . . . . . . . . . . . . . .             401                  66.14
Installment loans . . . . . . . . . . . . . . . . . . . . . .              81                  13.45
                                                                      -------                 -------
                                                                      $   606                 100.00%
                                                                      =======                 =======






                                      -22-
   24
TABLE 10
DEPOSITS

The following table presents the average balance and an average rate paid on
deposits (in thousands):



                                                                         DECEMBER 31,
                                          -------------------------------------------------------------------------
                                                  1995                      1994                       1993
                                          -------------------       --------------------        -------------------
                                          AVERAGE     AVERAGE       AVERAGE      AVERAGE        AVERAGE     AVERAGE
                                          BALANCE      RATE         BALANCE       RATE          BALANCE      RATE
                                          --------    -------       --------     -------       --------     -------
                                                                                           
Non-interest bearing
  demand deposits . . . . . . . . .       $ 15,707       - %        $ 13,494        - %        $ 12,362        - %
Interest bearing
  demand deposits . . . . . . . . .         11,480     1.89           11,855      1.84           11,249      2.07
Savings deposits  . . . . . . . . .          8,782     2.72            8,775      2.72            8,436      2.81
Time deposits . . . . . . . . . . .         15,977     4.38           15,154      3.24           16,146      3.05
                                          --------                  --------                   --------      

             Total  . . . . . . . .       $ 51,946                  $ 49,278                   $ 48,193
                                          ========                  ========                   ========


________________________________________________________________________________

TABLE 11
CERTIFICATES OF DEPOSIT OF $100,000 OR MORE, MATURITY DISTRIBUTION

The following table provides the maturities of time certificates of deposit of
the Bank in amounts of $100,000 or more (in thousands):



                                                                                         DECEMBER 31,
                                                                         ------------------------------------------
                                                                           1995             1994             1993
                                                                         --------         --------         --------
                                                                                                  
Maturing in:
   3 months or less . . . . . . . . . . . . . . . . . . . . . . .        $    601         $  1,204         $  1,455
   Over 3 months less than 6 months . . . . . . . . . . . . . . .             800              667              400
   Over 6 months less than 12 months  . . . . . . . . . . . . . .             550               -                -
   Over 12 months . . . . . . . . . . . . . . . . . . . . . . . .             814              497              414
                                                                         --------         --------         --------

         Total  . . . . . . . . . . . . . . . . . . . . . . . . .        $  2,765         $  2,368         $  2,269
                                                                         ========         ========         ========






                                      -23-
   25
TABLE 12
RISK-BASED CAPITAL
(In thousands)



                                                                                              DECEMBER 31,
                                                                                   --------------------------------
                                                                                     1995                    1994
                                                                                   --------                --------
                                                                                                     
Risk-weighted assets  . . . . . . . . . . . . . . . . . . . . . . . . .            $ 30,441                $ 30,751
                                                                                   ========                ========

Capital:
   Tier I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            $  6,671                $  5,693
   Tier II  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 381                     384
                                                                                   --------                --------
      Total capital . . . . . . . . . . . . . . . . . . . . . . . . . .            $  7,052                $  6,077
                                                                                   ========                ========
Ratios:
   Tier I capital to risk-weighted assets . . . . . . . . . . . . . . .               21.92%                  18.51%
   Tier II capital to risk-weighted assets  . . . . . . . . . . . . . .                1.25                    1.25
                                                                                   --------                --------
      Total capital to risk-weighted assets . . . . . . . . . . . . . .               23.17%                  19.76%
                                                                                   ========                ========

   Leverage - Tier I capital to total
      average assets  . . . . . . . . . . . . . . . . . . . . . . . . .               11.36%                  10.38%
                                                                                   ========                ========


________________________________________________________________________________

TABLE 13
RETURN ON EQUITY AND ASSETS

The following table shows consolidated operating and capital ratios for each of
the last three years:



                                                                               YEARS ENDED DECEMBER 31,
                                                                       ---------------------------------------
                                                                        1995             1994            1993
                                                                       ------           ------          ------
                                                                                               
   Return on average total assets . . . . . . . . . . . . . . .         1.64%            1.75%           1.37%

   Return on average shareholders' equity . . . . . . . . . . .        15.46%           17.96%          15.76%

   Dividend payout ratio  . . . . . . . . . . . . . . . . . . .        10.59%            8.10%           8.28%

   Average equity to average assets ratio . . . . . . . . . . .        10.60%            9.76%           8.69%






                                      -24-
   26
TABLE 14
INTEREST RATE SENSITIVITY
(In thousands)



                                                            BY REPRICING DATES AT DECEMBER 31, 1995
                                           --------------------------------------------------------------------------  
                                                                                                  NON-
                                             0-90        91-180       181-365         AFTER     INTEREST
                                             DAYS         DAYS         DAYS          1 YEAR     BEARING      TOTAL
                                           --------   ---------      ---------     ---------   ---------   ----------
                                                                                         
ASSETS
   Federal funds sold . . . . . . . . .    $  6,350   $       -      $       -     $       -   $       -   $    6,350
   Interest bearing
      deposits with banks . . . . . . .         396          99             99           100           -          694
   Investment securities  . . . . . . .       2,245         500          3,631        15,270           -       21,646
   Loans  . . . . . . . . . . . . . . .      10,927       2,833          4,433         8,197           -       26,390
   Other assets . . . . . . . . . . . .           -           -              -             -       7,990        7,990
                                           --------   ---------      ---------     ---------   ---------   ----------
                                           $ 19,918   $   3,432      $   8,163     $  23,567   $   7,990    $  63,070
                                           --------   ---------      ---------     ---------   ---------   ----------

SOURCES OF FUNDS
   NOW, money market
      and savings
      deposits  . . . . . . . . . . . .    $ 12,960   $       -      $  10,000     $       -     $     -    $  22,960
   Time deposits
      $100,000 or more  . . . . . . . .         601         800            550           814           -        2,765
   Other time deposits  . . . . . . . .       4,172       3,715          3,242         1,871           -       13,000
   Non-interest bearing
      demand  . . . . . . . . . . . . .           -           -              -             -      16,929       16,929
   Other liabilities  . . . . . . . . .           -           -              -             -         630          630
   Shareholders' equity . . . . . . . .           -           -              -             -       6,786        6,786
                                           --------   ---------      ---------     ---------   ---------   ----------

                                             17,733       4,515         13,792         2,685      24,345       63,070
                                           --------   ---------      ---------     ---------   ---------   ----------
Interest rate
   sensitivity gap  . . . . . . . . . .    $  2,185   $  (1,083)     $  (5,629)    $  20,882   $ (16,355)
                                           ========   =========      =========     =========   =========
Cumulative interest
   rate sensitivity gap . . . . . . . .    $  2,185   $   1,102      $  (4,527)    $  16,355     $   -0-
                                           ========   =========      =========     =========   =========
Cumulative interest
   rate sensitivity gap
   as a percent of
   total assets . . . . . . . . . . . .       3.46%       1.75%        (7.18)%        25.93%
                                           ========   =========      =========     =========   



                                      -25-
   27
                          INDEPENDENT AUDITORS' REPORT



To the Shareholders and Board of Directors
American Bancorp, Inc.
Opelousas, Louisiana


We have audited the accompanying consolidated balance sheets of American
Bancorp, Inc. and subsidiary as of December 31, 1995 and 1994, the related
consolidated statements of income, changes in shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1995.  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.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of American Bancorp,
Inc. and subsidiary as of December 31, 1995 and 1994, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1995, in conformity with generally accepted
accounting principles.

As discussed in Note 1, the Company changed its method of accounting for debt
securities in 1994.  As discussed in Note 10, the Company changed its method of
accounting for income taxes in 1992.


                                        /s/ BROUSSARD, POCHE, LEWIS & BREAUX

Lafayette, Louisiana
January 19, 1996





                                      -26-
   28
                             AMERICAN BANCORP, INC.

                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1995 AND 1994




                                    ASSETS                                       1995                   1994
                                                                             ------------          -------------
                                                                                             
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . .        $  5,533,738          $  7,806,323

Short-term investments:
   Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . .           6,350,000             6,050,000
   Interest-bearing deposits with banks . . . . . . . . . . . . . . .             694,000             2,474,000
                                                                             ------------          -------------

                                                                                7,044,000             8,524,000

Securities held to maturity (estimated
   market values $16,619,377 and $16,040,184,
   respectively)  . . . . . . . . . . . . . . . . . . . . . . . . . .          16,504,999            16,479,444

Securities available for sale . . . . . . . . . . . . . . . . . . . .           5,140,541             3,134,039

Loans, net of unearned income ($45 and
   $1,299, respectively)  . . . . . . . . . . . . . . . . . . . . . .          27,014,350            27,667,312
      Less: allowance for possible loan losses    . . . . . . . . . .            (624,122)             (614,310)
                                                                             ------------          -------------
                                                                               26,390,228            27,053,002

Bank premises and equipment . . . . . . . . . . . . . . . . . . . . .           1,435,446             1,375,140

Other real estate, net of allowances of
   $99,000 and $185,026, respectively . . . . . . . . . . . . . . . .              13,800                16,743

Accrued interest receivable . . . . . . . . . . . . . . . . . . . . .             551,527               429,703

Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . .             456,009               322,536
                                                                             ------------          -------------

                                                                             $ 63,070,288          $ 65,140,930
                                                                             ============          ============



See Notes to Consolidated Financial Statements.





                                      -27-
   29


                     LIABILITIES AND SHAREHOLDERS' EQUITY                         1995                  1994
                                                                             ------------          ------------
                                                                                             
LIABILITIES
   Deposits:
      Non-interest bearing demand deposits  . . . . . . . . . . . . .        $ 16,929,190          $ 15,991,856
      Interest bearing deposits:
         NOW accounts . . . . . . . . . . . . . . . . . . . . . . . .          12,552,285            16,943,132
         Money Market accounts  . . . . . . . . . . . . . . . . . . .           1,893,000             1,653,698
         Savings  . . . . . . . . . . . . . . . . . . . . . . . . . .           8,514,812             8,944,038
         Time deposits $100,000 or more . . . . . . . . . . . . . . .           2,765,217             2,368,332
         Other time deposits  . . . . . . . . . . . . . . . . . . . .          13,000,214            13,329,114
                                                                             ------------          ------------

            Total deposits  . . . . . . . . . . . . . . . . . . . . .          55,654,718            59,230,170

   Accrued interest payable . . . . . . . . . . . . . . . . . . . . .             103,274                80,033
   Other liabilities  . . . . . . . . . . . . . . . . . . . . . . . .             526,797                12,414
                                                                             ------------          ------------

            Total liabilities . . . . . . . . . . . . . . . . . . . .          56,284,789            59,322,617
                                                                             ------------          ------------

SHAREHOLDERS' EQUITY
   Common stock, $5 par value; 10,000,000
      shares authorized; 120,000 shares
      issued and outstanding  . . . . . . . . . . . . . . . . . . . .             600,000               600,000
   Surplus  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,150,000             2,150,000
   Retained earnings  . . . . . . . . . . . . . . . . . . . . . . . .           3,930,436             3,068,980
   Available for sale, net of tax of $54,123
      and $344, respectively  . . . . . . . . . . . . . . . . . . . .             105,063                  (667)
                                                                             ------------          ------------

           Total shareholders' equity . . . . . . . . . . . . . . . .           6,785,499             5,818,313
                                                                             ------------          ------------

                                                                             $ 63,070,288          $ 65,140,930
                                                                             ============          ============






                                      -28-
   30
                             AMERICAN BANCORP, INC.

                       CONSOLIDATED STATEMENTS OF INCOME
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993




                                                                  1995               1994              1993
                                                               -----------        -----------       -----------
                                                                                           
Interest income:
  Interest and fees on loans  . . . . . . . . . . . . .        $ 2,569,393        $ 2,315,178       $ 2,210,477
  Interest on investment securities-                    
      Taxable . . . . . . . . . . . . . . . . . . . . .          1,349,650            925,036           903,726
      Tax-exempt  . . . . . . . . . . . . . . . . . . .             32,560              1,013             4,493
   Federal funds sold . . . . . . . . . . . . . . . . .            220,667            104,249            61,991
   Deposits with banks  . . . . . . . . . . . . . . . .             50,014            168,490           223,411
                                                               -----------        -----------       -----------
         Total interest income  . . . . . . . . . . . .          4,222,284          3,513,966         3,404,098
                                                        
Interest expense:                                       
   Interest on deposits . . . . . . . . . . . . . . . .          1,157,705            946,874           961,729
                                                               -----------        -----------       -----------
                                                        
Net interest income . . . . . . . . . . . . . . . . . .          3,064,579          2,567,092         2,442,369
Provision for possible loan losses  . . . . . . . . . .                 -              12,000            36,000
                                                               -----------        -----------       -----------
                                                        
Net interest income after provision . . . . . . . . . . 
   for possible loan losses . . . . . . . . . . . . . .          3,064,579          2,555,092         2,406,369
                                                               -----------        -----------       -----------
                                                        
Non-interest income:                                    
   Service charges on deposit accounts  . . . . . . . .            554,024            567,645           535,792
   Other  . . . . . . . . . . . . . . . . . . . . . . .            123,376            125,862            64,968
                                                               -----------        -----------       -----------
         Total non-interest income  . . . . . . . . . .            677,400            693,507           600,760
                                                               -----------        -----------       -----------
                                                        
Non-interest expense:                                   
   Salary and employee benefits . . . . . . . . . . . .          1,166,288          1,150,031         1,134,756
   Net occupancy expense  . . . . . . . . . . . . . . .            314,064            306,142           332,921
   Equipment expense  . . . . . . . . . . . . . . . . .            237,132            219,430           215,797
   Net cost (revenue) from other                        
      real estate . . . . . . . . . . . . . . . . . . .             (4,737)            (2,268)          (24,760)
   Other  . . . . . . . . . . . . . . . . . . . . . . .            615,983            669,212           609,468
                                                               -----------        -----------       -----------
         Total non-interest expense . . . . . . . . . .          2,328,730          2,342,547         2,268,182
                                                               -----------        -----------       -----------
                                                        
Income before income taxes  . . . . . . . . . . . . . .          1,413,249            906,052           738,947
                                                        
Provision for income taxes  . . . . . . . . . . . . . .            449,793            (56,432)           14,444
                                                               -----------        -----------       -----------
                                                        
         Net income   . . . . . . . . . . . . . . . . .        $   963,456        $   962,484       $   724,503
                                                               ===========        ===========       ===========

Net income per common share . . . . . . . . . . . . . .        $      8.03        $      8.02       $      6.04
                                                               ===========        ===========       ===========



See Notes to Consolidated Financial Statements.





                                      -29-
   31
                             AMERICAN BANCORP, INC.

          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                 YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993




                                                         COMMON             STOCK
                                                         SHARES             AMOUNT          SURPLUS
                                                        -------           ---------        ----------
                                                                                  
Balance, December 31, 1992  . . . . . . . .             120,000           $ 600,000        $2,150,000

Net income for 1993 . . . . . . . . . . . .                  -                   -                 -

Dividends paid in 1993  . . . . . . . . . .                  -                   -                 -
                                                        -------           ---------        ----------


Balance, December 31, 1993  . . . . . . . .             120,000             600,000         2,150,000

Net income for 1994 . . . . . . . . . . . .                  -                   -                 -

Dividends paid in 1994  . . . . . . . . . .                  -                   -                 -

Net unrealized appreciation on
   securities available for sale,
   net of tax of $344 . . . . . . . . . . .                  -                   -                 -
                                                        -------           ---------        ----------


Balance, December 31, 1994  . . . . . . . .             120,000             600,000         2,150,000

Net income for 1995 . . . . . . . . . . . .                  -                   -                 -

Dividends paid in 1995  . . . . . . . . . .                  -                   -                 -

Net unrealized appreciation on
   securities available for sale,
   net of tax of $54,123  . . . . . . . . .                  -                   -                 -
                                                        -------           ---------        ----------


Balance, December 31, 1995  . . . . . . . .             120,000           $ 600,000        $2,150,000
                                                        =======           =========        ==========




See Notes to Consolidated Financial Statements.





                                      -30-
   32


       NET UNREALIZED
        APPRECIATION
        ON SECURITIES
         AVAILABLE                    RETAINED
         FOR SALE                     EARNINGS                      TOTAL
       --------------               ------------                 -----------
                                                           
       $        -                   $  1,519,993                 $ 4,269,993

                -                        724,503                     724,503

                -                        (60,000)                    (60,000)
       -----------                  ------------                 -----------


                -                      2,184,496                   4,934,496

                -                        962,484                     962,484

                -                        (78,000)                    (78,000)



              (667)                           -                         (667)
       -----------                  ------------                 -----------


              (667)                    3,068,980                   5,818,313

                -                        963,456                     963,456

                -                       (102,000)                   (102,000)



           105,730                            -                      105,730
       -----------                  ------------                 -----------

       $   105,063                  $  3,930,436                 $ 6,785,499
       ===========                  ============                 ===========






                                      -31-
   33

                             AMERICAN BANCORP, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993




                                                              1995               1994            1993
                                                           -----------       -----------      -----------
                                                                                     
OPERATING ACTIVITIES
   Net income . . . . . . . . . . . . . . . . . . .        $   963,456       $   962,484      $   724,503
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Provision for loan losses . . . . . . . . . .                 -             12,000           36,000
      Premium amortization, net of
         discount accretion on investment
         securities . . . . . . . . . . . . . . . .             (9,863)           (3,144)          14,945
      Depreciation  . . . . . . . . . . . . . . . .            177,106           174,281          175,435
      (Gain) loss on sale of assets . . . . . . . .              2,943              (938)          29,317
      (Increase) decrease in assets:
         Accrued interest receivable  . . . . . . .           (121,824)         (151,669)         142,812
         Other assets . . . . . . . . . . . . . . .           (134,918)          121,759          (48,805)
      Increase (decrease) in liabilities:
         Accrued interest payable . . . . . . . . .             23,241            17,978          (31,951)
         Other liabilities  . . . . . . . . . . . .            460,259           (60,951)          51,791
                                                           -----------       -----------      -----------

            Net cash provided by operating
               activities . . . . . . . . . . . . .          1,360,400         1,071,800        1,094,047
                                                           -----------       -----------      -----------

INVESTING ACTIVITIES
   Proceeds from sales and maturities
      of available for sale securities  . . . . . .            384,850           985,660               -
   Proceeds from sales and maturities
      of held to maturity securities  . . . . . . .          6,500,000         3,422,153        8,716,278
   Purchase of available for sale
      securities  . . . . . . . . . . . . . . . . .         (2,234,432)         (500,000)              -
   Purchase of held to maturity
      securities  . . . . . . . . . . . . . . . . .         (6,511,313)      (10,479,766)      (5,490,034)
   (Increase) decrease in loans . . . . . . . . . .            662,774          (632,529)      (1,169,601)
   Purchases of property and equipment  . . . . . .           (237,411)          (49,183)        (356,683)
   Proceeds from the sale of assets . . . . . . . .                 -                 -            70,110
                                                           -----------       -----------      -----------

         Net cash used in investing
            activities  . . . . . . . . . . . . . .         (1,435,532)       (7,253,665)       1,770,070
                                                           -----------       -----------      -----------




See Notes to Consolidated Financial Statements.





                                      -32-
   34


                                                               1995              1994             1993
                                                           -----------       -----------      -----------
                                                                                     
FINANCING ACTIVITIES
   Increase (decrease) in liabilities:
      Demand deposits, transaction
         accounts and savings . . . . . . . . . . .         (3,643,438)       11,403,263          813,894
      Time deposits . . . . . . . . . . . . . . . .             67,985         1,150,605       (3,134,260)
   Dividends paid . . . . . . . . . . . . . . . . .           (102,000)          (78,000)         (60,000)
                                                           -----------       -----------      -----------

         Net cash provided by (used in)
            financing activities  . . . . . . . . .         (3,677,453)       12,475,868       (2,380,366)
                                                           -----------       -----------      -----------

Increase (decrease) in cash and cash
   equivalents  . . . . . . . . . . . . . . . . . .         (3,752,585)        6,294,003          483,751

Cash and cash equivalents at
   beginning of year  . . . . . . . . . . . . . . .         16,330,323        10,036,320        9,552,569
                                                           -----------       -----------      -----------

Cash and cash equivalents at end
   of year  . . . . . . . . . . . . . . . . . . . .        $12,577,738       $16,330,323      $10,036,320
                                                           ===========       ===========      ===========


SUPPLEMENTAL DISCLOSURES

   Cash payments for:

      Interest expense  . . . . . . . . . . . . . .        $ 1,134,464       $   928,896      $   993,680
                                                           ===========       ===========      ===========

      Income taxes  . . . . . . . . . . . . . . . .        $     8,003       $     6,886      $    14,444
                                                           ===========       ===========      ===========






                                      -33-
   35
                             AMERICAN BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.   Accounting Policies

          American Bancorp, Inc. (the Corporation) and its subsidiary, American
          Bank and Trust Company (the Bank), follow generally accepted
          accounting principles and reporting practices applicable to the
          banking industry.  Descriptions of significant accounting policies
          are summarized below:

          Consolidation:

             The consolidated financial statements include the accounts of the
             respective parent Corporation and its subsidiary.  All significant
             intercompany accounts and transactions have been eliminated.

          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 amounts reported in
             the consolidated financial statements and accompanying notes.
             Actual results could differ from those estimates.

          Securities:

             At January 1, 1994, the Bank adopted Statement of Financial
             Accounting Standards (SFAS) No. 115, "Accounting for Certain
             Investments in Debt and Equity Securities."  SFAS No. 115 requires
             the classification of securities into one of three categories:
             trading, available for sale, or held to maturity.

             Management determines the appropriate classification of debt
             securities at the time of purchase and re- evaluates this
             classification periodically.  Trading account securities are held
             for resale in anticipation of short-term market movements.  Debt
             securities are classified as held to maturity when the Bank has
             the positive intent and ability to hold the securities to
             maturity.  Securities not classified as held to maturity or
             trading are classified as available for sale.

             Trading account securities are carried at market value and are
             included in short-term investments.  Gains and losses, both
             realized and unrealized, are reflected in earnings.  Held to
             maturity securities are stated at amortized cost.  Available for
             sale securities are stated at fair value, with unrealized gains
             and losses, net of tax, reported in a separate component of
             shareholders' equity.

             The amortized cost of debt securities classified as held to
             maturity or available for sale is adjusted for amortization of
             premiums and accretion of discounts to maturity or, in the case of
             mortgage-backed securities, over the estimated life of the
             security.  Amortization, accretion and accruing interest are
             included in interest income on securities.  Realized gains and
             losses, and declines in value judged to be other than temporary,
             are included in net securities gains.  The cost of securities sold
             is determined on the specific identification method.





                                      -34-
   36
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          Loans:

             Loans that management has the intent and ability to hold for the
             foreseeable future or until maturity or pay-off are reported at
             their outstanding principal adjusted for any charge-offs, the
             allowance for loan losses and unearned income.  Interest on loans
             and accretion of unearned income are computed by methods which
             approximate a level rate of return on recorded principal.

             Loan fees and costs associated with originating loans are
             recognized in the period in which they originate as the amounts
             involved are immaterial to the basic financial statements.  The
             Company has adopted the policy of deferring all material loan fees
             and costs associated with originating loans as required by
             Statement of Financial Accounting Standards No. 91.

             Commercial loans are placed in nonaccrual status when, in
             management's opinion, there is doubt concerning full
             collectibility of both principal and interest.  All commercial
             nonaccrual loans are considered to be impaired in accordance with
             SFAS No. 114, "Accounting by Creditors for Impairment of a Loan."
             Consumer loans are generally charged off when any payment of
             principal or interest is more than 120 days delinquent.  Interest
             payments received on nonaccrual loans are applied to principal if
             there is doubt as to the collectibility of the principal;
             otherwise, these receipts are recorded as interest income.  A loan
             remains in nonaccrual status until it is current as to principal
             and interest, and the borrower demonstrates its ability to fulfill
             the contractual obligation.

          Allowance for possible loan losses:

             The allowance for possible loan losses is maintained to provide
             for possible losses inherent in the loan portfolio.  On January 1,
             1995, the Company adopted SFAS No. 114, as amended by SFAS No.
             118, "Accounting for Creditors for Impairment of a Loan - Income
             Recognition and Disclosures."  In accordance with SFAS No.  114,
             the 1995 allowance for possible loan losses related to loans that
             are identified as impaired is based on discounted cash flows using
             the loan's initial effective interest rate or the fair value of
             the collateral for certain collateral dependent loans.  Prior to
             1995, the allowance for possible loan losses related to these
             loans was based on undiscounted cash flows or the fair value of
             the collateral for collateral dependent loans.

             The allowance is based on management's estimate of future losses;
             actual losses may vary from the current estimate.  The estimate is
             reviewed periodically, taking into consideration the risk
             characteristics of the loan portfolio, past loss experience,
             general economic conditions and other factors which deserve
             current recognition.  As adjustments to the estimate of future
             losses become necessary, they are reflected as a provision
             (positive or negative) for possible loan losses in current-period
             earnings.  However, because factors such as loan growth, the
             future collectibility of loans and the amounts and timing of
             future cash flows expected to be received on impaired loans are
             uncertain, the level of future provisions (positive or negative),
             if any, generally cannot be predicted.  Actual loan losses are
             deducted from and subsequent recoveries are added to the reserve.





                                      -35-
   37
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          Bank premises and equipment:

             Bank premises and equipment are stated at cost less accumulated
             depreciation.  Depreciation is computed primarily by the
             straight-line method.  Useful lives utilized for purposes of
             computing depreciation are as follows: buildings, 10 to 30 years;
             furniture and equipment, 3 to 10 years.  Maintenance, repairs and
             minor improvements are charged to operating expenses.  Gains or
             losses on dispositions are reflected currently in the Statement of
             Income.

          Other real estate:

             Other real estate owned includes real estate and other collateral
             acquired upon the default of loans or loans classified as
             in-substance foreclosures.  Other real estate is recorded at the
             fair value of the assets acquired less estimated selling costs.
             Losses arising from the initial reduction of the outstanding loan
             amount to fair value are deducted from the allowance for possible
             loan losses.  A valuation reserve for other real estate is
             maintained for subsequent valuation adjustments on a specific
             property basis.  Income and expenses associated with other real
             estate prior to sale are included in current earnings.

             In accordance with SFAS No. 114, a loan is classified as
             in-substance foreclosure when the Company has taken possession of
             the collateral regardless of whether formal foreclosure
             proceedings take place.  There were no in-substance foreclosures
             for the years ended December 31, 1995 or 1994.

             The net revenue from other real estate includes net revenue from
             operation of other real estate of $5,230, $3,330 and $9,069 as of
             December 31, 1995, 1994 and 1993, respectively.

          Income taxes:

             The Company files a consolidated federal income tax return with
             the subsidiary Bank.  The Company accounts for income taxes using
             the liability method.  Temporary differences occur between the
             financial reporting and tax bases of assets and liabilities.
             Deferred tax assets and liabilities are recorded for these
             differences based on enacted tax rates and laws that will be in
             effect when the differences are expected to reverse.





                                      -36-
   38
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          Cash and cash equivalents:

             Cash and cash equivalents include cash and due from banks, federal
             funds sold and interest bearing deposits in banks.

          Recent pronouncements:

             In March 1995, the Financial Accounting Standards Board (FASB)
             issued SFAS No. 121, "Accounting for the Impairment of Long-Lived
             Assets and for Long-Lived Assets to be Disposed of."  This
             statement requires impairment losses to be recorded on long-lived
             assets used in operations when indicators of impairment are
             present and the undiscounted cash flows estimated to be generated
             by those assets are less than the assets' carrying amount.  SFAS
             No. 121 also addressed the accounting for long-lived assets that
             are expected to be disposed of.  SFAS No. 121 is effective for
             fiscal years beginning after December 15, 1995.  The adoption of
             this statement will not have a material impact on the Company's
             consolidated financial statements.

             The FASB has also issued SFAS No. 122, "Accounting for Mortgage
             Servicing Rights and Excess Servicing Receivables and for
             Securitization of Mortgages Loans."  The new statement amends
             Statement No. 65, "Accounting for Certain Mortgage Banking
             Activities," and primarily eliminates the distinction between
             purchased mortgage servicing rights and mortgage servicing rights
             on loans originated by the financial institution.  SFAS No. 122 is
             effective for fiscal years beginning after December 15, 1995.  The
             adoption of this statement will not have a material impact on the
             Company's consolidated financial statements.

             In October 1995, the FASB issued SFAS No. 123, "Accounting for
             Stock-Based Compensation."  This statement establishes financial
             accounting and reporting standards for stock-based employee
             compensation plans and is effective for fiscal years beginning
             after December 31, 1995.  The adoption of this statement will not
             have a material impact on the Company's consolidated financial
             statements.

          Reclassifications:

             Certain amounts in the 1994 and 1993 financial statements have
             been reclassified to conform with the financial statement
             presentation for 1995 for comparability.  These reclassifications
             had no effect on net income as previously reported for the 1994
             and 1993 fiscal years.


Note 2.   Restrictions on Cash and Due From Bank Accounts

          The Bank is required to maintain average reserve balances by the
          Federal Reserve Bank.  The average amount of these reserve balances
          was $484,000 and $471,000 for the years ended December 31, 1995 and
          1994, respectively.





                                      -37-
   39
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3.  Investment Securities

         The carrying amounts of investment securities as shown in the
         consolidated balance sheets of the Bank and their approximate market
         values at December 31 were as follows:




                                                                             DECEMBER 31, 1995
                                                      ----------------------------------------------------------------
                                                        AMORTIZED      UNREALIZED        UNREALIZED          FAIR
                                                          COST            GAINS             LOSSES           VALUE
                                                      ------------    ------------       ------------     ------------
                                                                                              
            Securities held to maturity:
               U.S. Treasury Securities . . . . .     $  5,507,763    $     57,641       $      2,841     $  5,562,563
               U.S. Government and Agencies . . .       10,997,236          86,368             26,790       11,056,814
                                                      ------------    ------------       ------------     ------------
                                                      $ 16,504,999    $    144,009       $     29,631     $ 16,619,377
                                                      ============    ============       ============     ============
            Securities available for sale:       
               Mortgage-Backed Securities . . . .     $  2,247,622    $    100,366       $      6,300     $  2,341,688
               U.S. Government and Agencies . . .        1,500,000          35,834                 -         1,535,834
               State and Political Subdivisions .        1,233,733          29,286                 -         1,263,019
                                                      ------------    ------------       ------------     ------------
                                                      $  4,981,355    $    165,486       $      6,300     $  5,140,541
                                                      ============    ============       ============     ============





                                                                              DECEMBER 31, 1994
                                                      ----------------------------------------------------------------
                                                        AMORTIZED      UNREALIZED        UNREALIZED          FAIR
                                                          COST            GAINS             LOSSES           VALUE
                                                      ------------    ------------       ------------     ------------
                                                                                              
            Securities held to maturity:
               U.S. Treasury Securities . . . . .     $  5,499,016    $          6       $     85,429     $  5,413,593
               U.S. Government and Agencies . . .       10,980,428          14,347            368,184       10,626,591
                                                      ------------    ------------       ------------     ------------
                                                      $ 16,479,444    $     14,353       $    453,613     $ 16,040,184
                                                      ============    ============       ============     ============
                                                 
            Securities available for sale:       
               Mortgage-Backed Securities . . . .     $  2,635,050    $     22,386       $     20,428     $  2,637,008
               U.S. Government and Agencies.  . .          500,000              -               2,969          497,031
                                                      ------------    ------------       ------------     ------------
                                                      $  3,135,050    $     22,386       $     23,397     $  3,134,039
                                                      ============    ============       ============     ============






                                      -38-
   40
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         Securities with book values of $11,938,802 and $11,011,732 at December
         31, 1995 and 1994, respectively, were pledged to secure public
         deposits and other transactions as required by law.

         There were no gross-realized gains or gross-realized losses on sales
         of securities for the fiscal years ended December 31, 1995, 1994 or
         1993.

         The maturities of investment securities at December 31, 1995 were as
         follows:



                                                                                            SECURITIES TO BE HELD
                                                                                                 TO MATURITY
                                                                                       -------------------------------
                                                                                        AMORTIZED            FAIR
          YEARS TO MATURITY                                                                COST              VALUE
                                                                                       ------------       ------------
                                                                                                    
         Less than one  . . . . . . . . . . . . . . . . . . . . . . . . .              $  8,501,356       $  4,996,619
         Greater than one but less than five  . . . . . . . . . . . . . .                 7,503,643         10,593,803
         Greater than five but less than ten  . . . . . . . . . . . . . .                   500,000          1,022,656
         Greater than ten . . . . . . . . . . . . . . . . . . . . . . . .                       -                   -
                                                                                       ------------       ------------
                                                                                       $ 16,504,999       $ 16,613,078
                                                                                       ============       ============




                                                                                             SECURITIES AVAILABLE
                                                                                                   FOR SALE
                                                                                      --------------------------------
                                                                                         AMORTIZED           FAIR
         YEARS TO MATURITY                                                                 COST               VALUE
                                                                                      -------------       ------------
                                                                                                    
         Less than one  . . . . . . . . . . . . . . . . . . . . . . . . .             $     173,932       $    183,290
         Greater than one but less than five  . . . . . . . . . . . . . .                 2,943,887          3,028,163
         Greater than five but less than ten  . . . . . . . . . . . . . .                 1,863,536          1,929,088
         Greater than ten . . . . . . . . . . . . . . . . . . . . . . . .                       -                   -
                                                                                      -------------       ------------
                                                                                      $   4,981,355       $  5,140,541
                                                                                      =============       ============






                                      -39-
   41

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4.    Loans

           Major classifications of subsidiary bank's loan portfolio at
           December 31, are as follows:



                                                                    1995            1994            1993
                                                                -----------     -----------     -----------
                                                                                       
           Commercial, financial and
              agricultural  . . . . . . . . . . . . . .         $ 6,239,611     $ 6,542,510     $ 5,306,258
           Real estate construction   . . . . . . . . .             119,530         325,136         212,272
           Real estate mortgage   . . . . . . . . . . .          16,472,824      16,119,511      17,888,614
           Installment  . . . . . . . . . . . . . . . .           4,182,430       4,681,454       3,636,650
                                                                -----------     -----------     -----------
                                                                 27,014,395      27,668,611      27,043,794
           Unearned income  . . . . . . . . . . . . . .                 (45)         (1,299)         (5,668)
                                                                -----------     -----------     -----------
              Net loans   . . . . . . . . . . . . . . .          27,014,350      27,667,312      27,038,126

           Allowance for possible loan    
              losses  . . . . . . . . . . . . . . . . .            (624,122)       (614,310)       (605,653)
                                                                -----------     -----------     -----------
                                                                $26,390,228     $27,053,002     $26,432,473
                                                                ===========     ===========     ===========



           The following is a summary of loans classified by type at December
           31, 1995:


                                                                                              
           Commercial, financial and
              agricultural  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          $ 6,239,611
           Real estate construction   . . . . . . . . . . . . . . . . . . . . . . . . .              119,530
           Real estate mortgage   . . . . . . . . . . . . . . . . . . . . . . . . . . .            9,505,836
                                                                                                 -----------
              Total commercial  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           15,864,977
                                                                                                 -----------

           Residential mortgage   . . . . . . . . . . . . . . . . . . . . . . . . . . .            6,966,988
           Installment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            4,182,430
                                                                                                 -----------
                                                                                                  11,149,418
           Less unearned income   . . . . . . . . . . . . . . . . . . . . . . . . . . .                  (45)
                                                                                                 -----------
              Total consumer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           11,149,373
                                                                                                 -----------

              Total loans   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          $27,014,350
                                                                                                 ===========



                                      -40-
   42
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following summarizes the non-performing elements of the loan portfolio and
total foreclosed assets at December 31:



                                                                 1995               1994                1993
                                                             -----------        -----------         -----------
                                                                                           
   Nonperforming loans:
      Loans on nonaccrual . . . . . . . . . . . . . . .      $   114,059        $     3,722         $     9,104
      Loans contractually past
         due 90 days or more as
         to principal or interest,
         but which are not on
         nonaccrual . . . . . . . . . . . . . . . . . .            9,504              9,377             180,451
      Restructured loans which
         are not on nonaccrual  . . . . . . . . . . . .               -             132,690             153,415
                                                             -----------        -----------         -----------
                                                                 123,563            145,789             342,970

   Other real estate and
      repossessed assets received
      in complete or partial
      satisfaction of loan
      obligations . . . . . . . . . . . . . . . . . . .           13,800             16,743             146,305
                                                             -----------        -----------         -----------

      Total nonperforming assets  . . . . . . . . . . .      $   137,363        $   162,532         $   489,275
                                                             ===========        ===========         ===========



As discussed in Note 1, the Company adopted SFAS No. 114 effective January 1,
1995.  The adoption of SFAS No. 114 did not have a material impact on the
financial condition or operating results of the Company.  At December 31, 1995,
the recorded investment in loans that were considered to be impaired under SFAS
No. 114 was $114,059.  Included in this amount was $83,884 of impaired loans
for which the related allowance for loan losses was $5,901 and $30,175 of
impaired loans that do not have an allowance for loan losses.  The average
recorded investment in impaired loans during the year ended December 31, 1995
was approximately $125,000.  Interest payments received on impaired loans are
applied to principal if there is doubt as to the collectibility of the
principal; otherwise, these receipts are recorded as interest income.  For the
year ended December 31, 1995, the Company recognized interest income on
impaired loans of $7,638.

As it relates to in-substance foreclosures, SFAS No. 114 requires that a
creditor continue to follow loan classification on the balance sheet unless the
creditor receives physical possession of the collateral.  The Company has had
no in- substance foreclosures for any of the periods presented.

Interest income in the amount of $13,732 for 1995, $13,846 for 1994 and $19,747
for 1993 would have been recorded on nonperforming loans if they had been
classified as performing.  The Company recorded $7,638, $6,707 and $7,558 of
interest income on nonperforming loans during 1995, 1994 and 1993,
respectively.





                                      -41-
   43
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           The following is a summary of the allowance for loan losses for the
           three years ended December 31, 1995:



                                                                       1995             1994            1993
                                                                   -----------      -----------     -----------
                                                                                           
              Balance, beginning of year  . . . . . . . . . .      $   614,310      $   605,653     $   575,892
              Provisions charged to operating
                 expense  . . . . . . . . . . . . . . . . . .               -            12,000          36,000
              Recoveries on loans   . . . . . . . . . . . . .           15,382           11,177           3,691
              Loans charged off   . . . . . . . . . . . . . .           (5,570)         (14,520)         (9,930)
                                                                   -----------      -----------     -----------

              Balance, end of year  . . . . . . . . . . . . .      $   624,122      $   614,310     $   605,653
                                                                   ===========      ===========     ===========



Note 5.    Related Party Transactions

           In the ordinary course of business, loans have been made to
           directors and executive officers and their associates.  Such loans
           to these related parties were made on substantially the same terms,
           including interest rates and collateral, as those prevailing at the
           time for comparable transactions with other persons.  Loans to these
           related parties were approximately $1,169,728 and $1,113,642 at
           December 31, 1995 and 1994, respectively.  The following provides an
           analysis of the activity with respect to loans to related parties:


                                                               
              Balance at January 1, 1995  . . . . . . . . . .     $ 1,113,642
              New loans made  . . . . . . . . . . . . . . . .       1,836,503
              Repayment on loans  . . . . . . . . . . . . . .      (1,780,417)
                                                                  -----------
              Balance at December 31, 1995  . . . . . . . . .     $ 1,169,728
                                                                  ===========



Note 6.    Bank Premises and Equipment

           Bank premises and equipment, at cost, consisted of the following as
           of December 31:



                                                                       1995             1994               1993
                                                                    -----------      -----------       -----------
                                                                                              
              Land  . . . . . . . . . . . . . . . . . . . . .       $   384,387      $   384,387       $   384,387
              Premises and leasehold
                 improvements   . . . . . . . . . . . . . . .         1,781,317        1,779,258         2,268,894
              Furniture and equipment   . . . . . . . . . . .         1,151,645        1,077,041           881,248
                                                                    -----------      -----------       -----------
                                                                      3,317,349        3,240,686         3,534,529
              Less accumulated depreciation
                 and amortization   . . . . . . . . . . . . .         1,881,903        1,865,546         2,034,291
                                                                    -----------      -----------       -----------

                   Total  . . . . . . . . . . . . . . . . . .       $ 1,435,446      $ 1,375,140       $ 1,500,238
                                                                    ===========      ===========       ===========


           Depreciation and amortization expense included in non-interest
           expense was $177,106 in 1995, $174,281 in 1994, and $175,435 in
           1993.





                                      -42-
   44
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7.   Concentrations of Credit Risk

          All of the Bank's loans, commitments and standby letters of credit
          have been granted to customers in the Bank's market area of South
          Louisiana.  Investments in state and municipal securities also
          involve governmental entities within the Bank's market area.  The
          concentrations of credit by type of loan are set forth in Note 4.
          The distribution of commitments to extend credit approximates the
          distribution of loans outstanding.  Standby letters of credit were
          granted primarily to commercial borrowers.  The Bank, as a matter of
          policy, does not extend credit to any single borrower or group of
          related borrowers in excess of $1,375,000.

          At December 31, 1995, the Bank has loans outstanding to multiple
          numbers of borrowers engaged in the medical industry and the legal
          profession.  The loans to the medical industry totaled $4,478,739,
          while the loans to the legal profession were $3,103,320.  There were
          no significant nonperforming loans outstanding in these two
          concentrations.


Note 8.   Earnings Per Share

          The earnings per share computation are based on 120,000 weighted
          average number of shares outstanding during each year.


Note 9.   Employee Benefit Plan

          The Bank maintains a 401(k) Savings Plan available to employees with
          over one year of service.  The Bank matches 50% of the salary
          deferral, up to a maximum of 2% of compensation, which becomes vested
          after five years of service.  Total contributions to the plan by the
          Bank were $11,201 for 1995 and $11,187 for 1994.  The Bank entered
          into a non-qualified deferred compensation plan for certain
          executives of the Company in 1995.  The total deferred compensation
          expense for 1995 was $3,147.





                                      -43-
   45
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10.     Income Taxes

             The Company adopted SFAS No. 109 effective January 1, 1992.  As
             permitted by SFAS No. 109, prior year financial statements were
             not restated.  Income tax expense includes amounts currently
             payable and amounts deferred to or from other years as a result of
             differences in the timing of recognition of income and expense for
             financial reporting and deferral tax purposes.  The components of
             income tax expense are as follows:



                                                                  1995                 1994                 1993
                                                               -----------         ------------          -----------
                                                                                                
             Current federal income tax
                expense . . . . . . . . . . . . . . . .        $   429,877         $         -           $    14,444
             Deferred federal income tax
                expense (benefit) . . . . . . . . . . .             19,916              (56,432)                  -
                                                               -----------         ------------          -----------

                                                               $   449,793         $    (56,432)         $    14,444
                                                               ===========         ============          ===========



             The reconciliation of the federal statutory income tax rate to the
             Company's effective rate is summarized as follows for the years
             ended December 31:



                                                   1995                      1994                   1993
                                            --------------------    --------------------    --------------------
                                             AMOUNT        RATE      AMOUNT        RATE       AMOUNT       RATE
                                            --------       -----    ---------    -------    ---------     ------
                                                                                         
              Tax based on                                                     
                 federal                                                       
                 statutory rate . . . .     $480,505       34.0%    $ 308,058     34.0%     $ 251,242      34.0%
              Effect of tax-                                                   
                 exempt income  . . . .      (81,919)      (5.8)      (19,055)    (2.1)       (22,165)     (3.0)
              Other . . . . . . . . . .       51,207        3.6       (67,922)    (7.5)        61,316       8.3
              Net operating                                                    
                 loss utilized  . . . .           -          -       (277,513)   (30.6)      (275,949)    (37.3)
                                            --------       -----    ---------    -------    ---------     ------
                                            $449,793       31.8%    $ (56,432)    (6.2)%    $  14,444       2.0%
                                            ========       =====    =========    =======    =========     ======
                                                   





                                      -44-
   46
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            Deferred tax assets and liabilities included in other assets or
            other liabilities at December 31 consist of the following:



                                                                                  1995            1994
                                                                              -----------     -----------
                                                                                        
               Deferred tax assets:
                  Allowance for loan losses   . . . . . . . . . . . . . . .   $    14,022     $    14,022
                  Foreclosed assets   . . . . . . . . . . . . . . . . . . .        32,640          62,909
                  Other   . . . . . . . . . . . . . . . . . . . . . . . . .         4,069           6,585
                  Investment tax credit carryforward  . . . . . . . . . . .        61,938          61,938
                                                                              -----------     -----------
                     Total deferred tax assets  . . . . . . . . . . . . . .       112,669         145,454
                                                                              -----------     -----------

               Deferred tax liabilities:
                  Net unrealized appreciation
                     on available for sale securities   . . . . . . . . . .        54,123             344
                  Accumulated depreciation  . . . . . . . . . . . . . . . .        14,215          27,084
                                                                              -----------     -----------
                     Total deferred tax liabilities   . . . . . . . . . . .        68,338          27,428
                                                                              -----------     -----------

               Deferred tax assets, net of deferred
                  tax liabilities   . . . . . . . . . . . . . . . . . . . .        44,331         118,026
               Deferred tax valuation reserve   . . . . . . . . . . . . . .       (61,938)        (61,938)
                                                                              -----------     -----------

                     Total net deferred tax asset (liability)   . . . . . .   $   (17,607)    $    56,088
                                                                              ===========     ===========


            Management estimates realizability of the net deferred tax asset
            based on the Company's ability to generate taxable income in the
            future.  A deferred tax valuation reserve is established, if
            needed, to limit the net deferred tax asset to its realizable
            value.  Investment tax credits are available for carryforward in
            the amount of $61,938 and expire throughout the years 1995 through
            2000.

Note 11.    Lease Commitments

            The Corporation leases land, buildings, and equipment under
            cancelable and noncancelable leases.  The leased properties are
            used primarily for banking purposes.

            Future minimum payments, by year and in the aggregate, for
            noncancelable operating leases with initial or remaining terms of
            one year or more consisted of the following at December 31, 1995:



                 YEAR ENDING                                                            AMOUNT
                 -----------                                                         -----------
                                                                                  
                    1996   . . . . . . . . . . . . . . . . . . . . . . . . . . .     $    58,538
                    1997   . . . . . . . . . . . . . . . . . . . . . . . . . . .          48,038
                    1998   . . . . . . . . . . . . . . . . . . . . . . . . . . .          26,588
                    1999   . . . . . . . . . . . . . . . . . . . . . . . . . . .           4,734
                                                                                     -----------
                    Total future minimum lease payments  . . . . . . . . . . . .     $   137,898
                                                                                     ===========






                                      -45-
   47
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            All leases contain options to extend the lease term upon expiration
            and will probably be exercised.
   
            The total rental expense on operating leases for the years ended
            December 31, 1995, 1994, and 1993, amount to $58,538, $54,756 and
            $56,956, respectively.

            Two of the bank's branch offices are leased from corporations in
            which some of the lessors' shareholders are directors of the bank.


Note 12.    Other Operating Expenses

            The composition of other operating expenses for each of the three
            years for the period ended December 31 are as follows:



                                                                  1995             1994             1993
                                                               ----------       ----------       ----------
                                                                                        
            FDIC and Louisiana assessments  . . . . . .        $   71,669       $  115,652       $  115,621
            Office supplies   . . . . . . . . . . . . .            68,812           64,456           58,494
            Postage   . . . . . . . . . . . . . . . . .            57,043           51,493           51,572
            Other insurance   . . . . . . . . . . . . .            31,638           45,481           54,952
            ATM expenses  . . . . . . . . . . . . . . .            28,466           45,246           39,839
            Director fees   . . . . . . . . . . . . . .            61,100           49,200           40,250
            Legal services  . . . . . . . . . . . . . .             9,977           12,632           13,928
            Other   . . . . . . . . . . . . . . . . . .           287,278          285,052          234,812
                                                               ----------       ----------       ----------
                                                               $  615,983       $  669,212       $  609,468
                                                               ==========       ==========       ==========






                                      -46-
   48
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13.     American Bancorp, Inc. (Parent Company Only)

             The following financial statements of American Bancorp, Inc.
             (Parent Company Only) include the Bank under the equity method of
             accounting.

             BALANCE SHEETS


                                                                                           DECEMBER 31,
                                                                                  ------------------------------
                                                                                     1995                1994
                                                                                  -----------        -----------
                                                                                               
             ASSETS
                Cash on deposit with subsidiary . . . . . . . . . . . . .         $     1,533        $     4,117
                Investment in subsidiary  . . . . . . . . . . . . . . . .           6,776,482          5,692,014
                Due from American Bank  . . . . . . . . . . . . . . . . .             427,962            122,182
                                                                                  -----------        -----------

                   Total assets . . . . . . . . . . . . . . . . . . . . .         $ 7,205,977        $ 5,818,313
                                                                                  ===========        ===========
             LIABILITIES
                Accrued income taxes payable  . . . . . . . . . . . . . .         $   420,477        $       -0-
                                                                                  -----------        -----------

                  Total liabilities . . . . . . . . . . . . . . . . . . .             420,477                -0-
                                                                                  -----------        -----------

             SHAREHOLDERS' EQUITY
                Common stock: $5 par value, 10,000,000
                   shares authorized; 120,000 shares
                   issued and outstanding . . . . . . . . . . . . . . . .             600,000            600,000
                Surplus . . . . . . . . . . . . . . . . . . . . . . . . .           2,150,000          2,150,000
                Retained earnings . . . . . . . . . . . . . . . . . . . .           3,930,437          3,068,980
                Net unrealized loss on securities
                   available for sale, net of tax of $54,123
                   and $344, respectively . . . . . . . . . . . . . . . .             105,063               (667)
                                                                                  -----------        -----------

                      Total shareholders' equity  . . . . . . . . . . . .           6,785,500          5,818,313
                                                                                  -----------        -----------

                      Total liabilities and shareholders' equity  . . . .         $ 7,205,977        $ 5,818,313
                                                                                  ===========        ===========



                                      -47-
   49

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

American Bancorp, Inc. (Parent Company Only)

STATEMENTS OF INCOME



                                                                                 YEARS ENDED DECEMBER 31,
                                                                         ------------------------------------------
                                                                           1995             1994           1993
                                                                         ----------      ----------     -----------
                                                                                               
Income:
   Dividends from bank subsidiary . . . . . . . . . . . . . . .          $       -       $       -      $    62,500
   Other income . . . . . . . . . . . . . . . . . . . . . . . .                  -               -               -
                                                                         ----------      ----------     -----------
                                                                                -0-             -0-          62,500
                                                                         ----------      ----------     -----------

Expenses:
   Interest on note payable . . . . . . . . . . . . . . . . . .                  -               -               -
   Other expenses . . . . . . . . . . . . . . . . . . . . . . .               5,880             814           1,565
                                                                         ----------      ----------     -----------
                                                                              5,880             814           1,565
                                                                         ----------      ----------     -----------
Earnings before income taxes
   and equity in undistributed
   earnings of subsidiary . . . . . . . . . . . . . . . . . . .              (5,880)           (814)         60,935

Provision for income taxes  . . . . . . . . . . . . . . . . . .              (9,400)       (200,182)             -
                                                                         ----------      ----------     -----------

Earnings before equity in
   undistributed earnings of
   subsidiary . . . . . . . . . . . . . . . . . . . . . . . . .             (15,280)        199,368          60,935

Equity in undistributed
   earnings of subsidiary . . . . . . . . . . . . . . . . . . .             978,737         763,116         663,568
                                                                         ----------      ----------     -----------

      Net income  . . . . . . . . . . . . . . . . . . . . . . .          $  963,457      $  962,484     $   724,503
                                                                         ==========      ==========     ===========






                                      -48-
   50
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 American Bancorp, Inc. (Parent Company Only)

                           STATEMENTS OF CASH FLOWS



                                                                             YEARS ENDED DECEMBER 31,
                                                                     -----------------------------------------
                                                                        1995           1994            1993
                                                                     ----------     ----------      ----------
                                                                                           
             OPERATING ACTIVITIES
                Net income  . . . . . . . . . . . . . . . . .        $  963,457     $  962,484      $  724,503
                Adjustments to reconcile net
                   income to net cash provided
                   by operating activities:
                      Equity in undistributed
                         earnings of subsidiary . . . . . . .          (978,737)      (763,116)       (663,568)
                      Increase in income taxes payable  . . .           420,477             -               -
                      Increase in other assets  . . . . . . .          (305,781)      (122,182)             -
                                                                     ----------     ----------      ----------

                         Net cash provided by
                            operating activities  . . . . . .            99,416         77,186          60,935
                                                                     ----------     ----------      ----------

             FINANCING ACTIVITIES
                Dividends paid to shareholders  . . . . . . .          (102,000)       (78,000)        (60,000)
                                                                     ----------     ----------      ----------

                         Net cash provided by
                            financing activities  . . . . . .          (102,000)       (78,000)        (60,000)
                                                                     ----------     ----------      ----------

                         Increase (decrease) in cash
                            and cash equivalents  . . . . . .            (2,584)          (814)            935

             Cash and cash equivalents at
                beginning of year . . . . . . . . . . . . . .             4,117          4,931           3,996
                                                                     ----------     ----------      ----------

             Cash and cash equivalents at
                end of year . . . . . . . . . . . . . . . . .        $    1,533     $    4,117      $    4,931
                                                                     ==========     ==========      ==========



Note 14.     Financial Instruments

             Generally accepted accounting principles require disclosure of
             fair value information about financial instruments for which it is
             practicable to estimate fair value, whether or not the financial
             instruments are recognized in the financial statements.  When
             quoted market prices are not available, fair values are based on
             estimates using present value or other valuation techniques.
             Those techniques are significantly affected by the assumptions
             used, including the discount rate and estimates of future cash
             flows.  The derived fair value estimates cannot be substantiated
             through comparison to independent markets and, in many cases,
             could not be realized in immediate settlement of the instrument.
             Certain financial instruments and all non-financial instruments
             are excluded from these disclosure requirements.





                                      -49-
   51
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

             Further, the disclosures do not include estimated fair values for
             items which are not financial instruments but which represent
             significant value to the Bank, among them, core deposit
             intangibles, loan servicing rights and other fee-generating
             businesses.  Accordingly, the aggregate fair value amounts
             presented do not represent the underlying value of the Company.

             The carrying amount of cash and short-term investments and demand
             deposits approximates the estimated fair value of these financial
             instruments.  The estimated fair value of securities is based on
             quoted market prices, dealer quotes and prices obtained from
             independent pricing services.  The estimated fair value of loans
             and interest bearing deposits is based on present values using
             applicable risk-adjusted spreads to the appropriate yield curve to
             approximate current interest rates applicable to each category of
             these financial instruments.

             Interest rates were not adjusted for changes in credit risk of
             performing commercial loans for which there are no known credit
             concerns.  Management segregates loans into appropriate risk
             categories and believes the risk factor embedded in the interest
             rates results in a fair valuation of these loans on an entry-value
             basis.

             Variances between the carrying amount and the estimated fair value
             of loans reflect both credit risk and interest rate risk.  The
             Bank is protected against changes in credit risk by the allowance
             for possible loan losses of $624,122.

             The fair value estimates presented are based on information
             available to management as of December 31, 1995.  Although
             management is not aware of any factors that would significantly
             affect the estimated fair value amounts, these amounts have not
             been revalued for purposes of these financial statements since
             that date.  Therefore, current estimates of fair value may differ
             significantly from the amounts presented.  None of the assets or
             liabilities included in the table below are held for trading
             purposes.

             The Bank issues financial instruments in the normal course of
             business to meet the financing needs of its customers and to
             reduce exposure to fluctuations in interest rates.  These
             financial instruments include commitments to extend credit and
             letters of credit and involve, to varying degrees, elements of
             credit and interest rate risk in excess of the amount recognized
             on the balance sheet.





                                      -50-
   52
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                                CARRYING                FAIR
                                                                                 AMOUNT                 VALUE
                                                                               -----------           -----------
                                                                                               
             ASSETS
               Cash and short-term investments  . . . . . . . . . . .          $12,577,738           $12,577,738
               Securities held to maturity  . . . . . . . . . . . . .          $16,504,999           $16,613,078
               Securities available for sale  . . . . . . . . . . . .          $ 5,140,541           $ 5,140,541
               Commercial loans   . . . . . . . . . . . . . . . . . .          $15,864,977           $15,860,928
               Consumer loans   . . . . . . . . . . . . . . . . . . .          $11,149,373           $11,193,917

             LIABILITIES
               Demand deposits  . . . . . . . . . . . . . . . . . . .          $16,929,190           $16,929,190
               NOW accounts   . . . . . . . . . . . . . . . . . . . .          $12,552,285           $12,928,854
               Money market accounts  . . . . . . . . . . . . . . . .          $ 1,893,000           $ 1,902,465
               Savings  . . . . . . . . . . . . . . . . . . . . . . .          $ 8,514,812           $ 8,940,552
               Time Deposits  . . . . . . . . . . . . . . . . . . . .          $15,765,431           $15,734,675



             Commitments to extend credit are legally binding, conditional
             agreements generally having fixed expiration or termination dates
             and specified interest rates and purposes.  These commitments
             generally require customers to maintain certain credit standards.
             Collateral requirements and long-to-value ratios are the same as
             those for funded transactions and are established based on
             management's credit assessment of the customer.  Commitments may
             expire without being drawn upon.  Therefore, the total commitment
             amount does not necessarily represent future funding requirements.
             The Bank's experience has been that most loan commitments are
             drawn upon by customers.

             The Bank issues letters of credit and financial guarantees
             (standby letters of credit) whereby it agrees to honor certain
             financial commitments in the event its customers are unable to
             perform.  The majority of the standby letters of credit consist of
             performance guarantees.  Management conducts regular reviews of
             all outstanding standby letters of credit, and the results of
             these reviews are considered in assessing the adequacy of the
             Bank's reserve for possible loan losses.  The Bank has not
             incurred any losses in its commitments in 1995 or 1994.
             Management does not anticipate any material losses related to
             these instruments.

             A summary of the notional amounts of the Bank's financial
             instruments with off-balance-sheet risk at December 31, 1995
             follows:



                                                                                  NOTIONAL               FAIR
                                                                                   AMOUNT                VALUE
                                                                                 ----------           ----------
                                                                                                
            Commitments to extend credit  . . . . . . . . . . . . . . .          $3,657,383           $ (117,036)
            Credit card arrangements  . . . . . . . . . . . . . . . . .          $1,010,652           $  (45,479)
            Standby letters of credit   . . . . . . . . . . . . . . . .          $   38,277           $   (1,500)






                                      -51-
   53
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15.     Regulatory Matters

             The Bank is subject to the dividend restrictions set forth by the
             Louisiana Commissioner of Financial Institutions.  Under such
             restrictions, the Bank may not, without the prior approval of the
             Commissioner of Financial Institutions, declare dividends in
             excess of the sum of the current year and prior year earnings less
             dividends paid during these periods.  The dividends as of December
             31, 1995, that the Bank could declare without the approval of the
             Commissioner of Financial Institutions, amounted to $1,839,221.
             The Bank is also required to maintain minimum amounts of capital
             to total "risk weighted" assets, as defined by the banking
             regulators.  At December 31, 1995, the Bank is required to have
             minimum Tier 1 and Total capital ratios of  4% and 8%,
             respectively.  The Bank's actual ratios at that date were 21.9%
             and 23.2%, respectively.  The Bank's leverage ratio were 11.36%
             and 10.38% as of December 31, 1995 and 1994, respectively.

             Under Section 18J of the Federal Deposit Insurance Act, which is
             subject to Section 23A of the Federal Reserve Act, the Bank cannot
             make loans, extensions of credit, repurchase agreements,
             investments, and advances, which exceed 10 percent of its capital
             stock and surplus, to an affiliate.  Under these regulations, the
             Bank has $275,000 of net assets which can be loaned or advanced to
             any affiliate.


Note 16.     Contingencies

             In the ordinary course of business, the Bank has various
             outstanding commitments and contingent liabilities that are not
             reflected in the accompanying consolidated financial statements.
             In addition, the Bank is a defendant in certain claims and legal
             actions arising in the ordinary course of business.  In the
             opinion of management, after consultation with legal counsel, the
             ultimate disposition of these matters is not expected to have a
             material adverse effect on the consolidated financial condition of
             the Bank.





                                      -52-
   54
                           OFFICERS AND DIRECTORS OF
                        AMERICAN BANK AND TRUST COMPANY

                      CHAIRMAN OF THE BOARD AND PRESIDENT
                             Salvador L. Diesi, Sr.

              CHIEF EXECUTIVE OFFICER AND EXECUTIVE VICE-PRESIDENT
                               Ronald J. Lashute

                             SENIOR VICE-PRESIDENT
                            Walter J. Champagne, Jr.


                               VICE-PRESIDENTS

Charlene Louviere                                         Joan T. Muller, Chief
Angel Powell                                              Financial Officer,
Peter Strawitz, III                                       Cashier

                          ASSISTANT VICE-PRESIDENTS

David Gremillion                                          Dawn D. Stolzenthaler


                              ASSISTANT CASHIERS

Cindy Andrus                                              Sally Hooks
Elaine D. Ardoin                                          Cindy Melancon
Audrey Cormier                                            Bonnie Pavy
Bernadine Hargroder                                       Audrey Thibodeaux


                                  DIRECTORS

Joseph J. Artall                                          Salvador L. Diesi, Sr.
Walter J. Champagne, Jr.                                  Alvin Haynes II
Attaway Darbonne                                          Charles Jagneaux
J.C. Diesi                                                Sylvia Sibille


                              OFFICES LOCATED IN

OPELOUSAS                                                 KROTZ SPRINGS
LAFAYETTE                                                 PORT BARRE
LAWTELL





                                      -53-
   55
                           OFFICERS AND DIRECTORS OF
                             AMERICAN BANCORP, INC.

                      CHAIRMAN OF THE BOARD AND PRESIDENT
                             Salvador L. Diesi, Sr.

                              SECRETARY/TREASURER
                               Ronald J. Lashute



BOARD OF DIRECTORS                OCCUPATION AND MAIN AFFILIATION

Joseph J. Artall                  Farmer.
                                  
Walter J. Champagne, Jr.          General Merchandising and Agriculture
                                  Walter J. Champagne Company.
                                  
J.C. Diesi                        Automobile Dealer; Diesi
                                  Pontiac-Cadillac-Buick, Inc.
                                  
Salvador L. Diesi, Sr.            Chairman of the Board and President,
                                  American Bancorp, Inc. and American
                                  Bank & Trust Company; Wholesale Beer
                                  Distributor, Premium Brands, Inc.;
                                  Gas Station, Convenience Store, and
                                  Video Poker; Little Capitol of
                                  Louisiana, Inc.; Commercial real
                                  estate, farming interest;  and
                                  Attorney at Law.
                                  
Ronald J. Lashute                 Chief Executive Officer of American
                                  Bank & Trust Company and
                                  Secretary/Treasurer of American Bancorp, Inc.





                                      -54-