SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549

                                       FORM 8-K

                                    CURRENT REPORT
                           PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934


                                     June 4, 1998  
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                         (Date of earliest event reported)


                              ISB Financial Corporation
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               (Exact name of registrant as specified in its charter)


           Louisiana                 0-25756                 72-1280718   
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(State or other jurisdiction  (Commission File Number)     (IRS Employer
of incorporation)                                         Identification No.)


1101 East Admiral Doyle Drive, New Iberia, Louisiana                   70560
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  (Address of principal executive offices)                        (Zip Code)


                               (318) 365-2361              
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                (Registrant's telephone number, including area code)


                                Not Applicable                
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        (Former name or former address, if changed since last report)




ITEM 5.   OTHER EVENTS

     On June 4, 1998, IBERIABANK, the wholly owned commercial bank subsidiary 
of ISB Financial Corporation (the "Registrant"), entered into two definitive 
agreements (the "Agreements") to acquire 17 full-service branch offices with 
aggregate deposits of approximately $478 million as of December 31, 1997 from 
two subsidiary banks of First Commerce Corporation ("First Commerce") in 
connection with the acquisition of First Commerce by BancOne Corporation, 
Columbus, Ohio.  Seven of the offices with aggregate deposits of 
approximately $207 million are in the Lafayette market area and are currently 
operated as offices of The First National Bank of Lafayette, Lafayette, 
Louisiana ("First National") and ten of the offices with aggregate deposits 
of approximately $271 million are in the Monroe market area and are currently 
operating as offices of Central Bank, Monroe, Louisiana.  For a listing of 
the branch offices, reference is made to the press release issued by the 
Registrant on June 5, 1998 (the "Press Release").

     The transaction is expected to be completed in September 1998 upon 
receipt of regulatory approval.  The business day following completion, the 
branch offices will open for business fully converted to IBERIABANK offices 
and the former First National and Central Bank employees are expected to 
continue to staff the offices as IBERIABANK employees.

      The Agreements and the Press Release regarding the transaction are 
attached as exhibits to this report and are incorporated herein by reference. 
The foregoing summaries of the Agreements and the Press Release do not 
purport to be complete and are qualified in their entirety by reference to 
such Agreements and Press Release.

     CERTAIN INFORMATION IN THIS FORM 8-K MAY CONSTITUTE FORWARD-LOOKING 
INFORMATION THAT INVOLVES RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL 
RESULTS TO DIFFER MATERIALLY FROM THOSE ESTIMATED.  PERSONS ARE CAUTIONED 
THAT SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE 
AND ARE SUBJECT TO VARIOUS FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER 
MATERIALLY FROM THOSE ESTIMATED.  THESE FACTORS INCLUDE THAT THE ACTUAL 
AMOUNT OF ASSETS TO BE ACQUIRED AND LIABILITIES TO BE ASSUMED BY IBERIABANK 
WILL BE DETERMINED AS OF THE CLOSING DATE AND MAY DIFFER SIGNIFICANTLY FROM 
THE INFORMATION PRESENTED HEREIN AND CHANGES IN GENERAL ECONOMIC AND MARKET 
CONDITIONS AND THE DEVELOPMENT OF AN INTEREST RATE ENVIRONMENT THAT MAY 
ADVERSELY AFFECT THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE 
REGISTRANT. 

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a)  Financial Statements.

          Not applicable.

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     (b)  Pro Forma Financial Information.

          Not applicable.

     (c)  Exhibits:

           10.1     Office Purchase and Assumption Agreement between First
                    National and IBERIABANK, dated as of June 4, 1998 (without
                    Schedules)

           10.2     Office Purchase and Assumption Agreement between Central
                    Bank and IBERIABANK, dated as of June 4, 1998 (without
                    Schedules)

           99       Press Release, dated as of June 5, 1998


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                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                              ISB FINANCIAL CORPORATION



Date:  June 17, 1998          By: /s/ Larrey G. Mouton
                                 -----------------------------
                                  Larrey G. Mouton
                                  President and Chief Executive Officer


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