UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the

Quarter Ended ~~March~~June 3130, 2001 Commission File Number: 0-12437

One American Corp.
(Exact name of registrant as specified in its charter)

Louisiana	72-0948181
(State or other jurisdiction of	(IRS Employer Identification No.)
Incorporation of Organization)

2785 LA Hwy. 20 West
P. O. Box 550
Vacherie, Louisiana	70090-0550
(Address of principal executive offices)	(Zip Code)

Registrant's Telephone Number, including area code: (225) 265-2265

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $2.50 Par Value

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common stock $2.50 Par Value, 2,~~617~~614,~~853~~488 shares outstanding as of ~~May~~August 10, 2001. 1

Form 10-Q Index
Part I
Financial Information
Financial Statements
Consolidated Balance Sheets,
March 31, 2001, December 31, 2000, and March 31, 2000	3
June 30, 2001, December 31, 2000, and June 30, 2000	3
Consolidated Statements of Income
for the three month periods ended March 31, 2001 and 2000	4
for the three and six month periods ended June 30, 2001and 2000	4
Consolidated Statements of Changes in Stockholders' Equity
for the three month periods ended March 31, 2001 and 2000	5
for the six month periods ended June 30, 2001and 2000	5
Consolidated Statements of Cash Flows
for the three month periods ended March 31, 2001 and 2000	6
for the six month periods ended June 30, 2001and 2000	6
Notes to Consolidated Financial Statements	8
Management's Discussion and Analysis of Financial Condition
and Results of Operations	12
Average Balance Sheets and Interest Rate Analysis
for the three months ended March 31, 2001, December 31, 2000,
for the three and six months ended June 30, 2001, December 31, 2000,
and March 31, 2000	24
and June 30, 2000	25
Interest Differentials
for the three months ended March 31, 2001, December 31, 2000,
for the three and six months ended June 30, 2001, December 31, 2000,
and March 31, 2000	25
and June 30, 2000	26
Part II
Other Information
Legal Proceedings	2627
Submission of Matters to a Vote of Security Holders	2627
Other Information	2628
Exhibits and Reports on Form 8-K	2628
Management's Responsibility for Financial Reporting	2729
Review by Independent Public Accountant	2830
Signatures	2931

Consolidated Balance Sheets	Unaudited		Unaudited
One American Corp. and Subsidiaries	~~March~~June 3130,	December 31,	~~March~~June 3130,
In thousands	2001	2000	2000
Assets
Cash and Due From Banks	$15,~~605~~089	$12,733	$1213,~~759~~491
Interest Bearing Deposits in Other Banks	23,~~747~~163	3,386	12,~~546~~206
Federal Funds Sold and Securities
Purchased Under Resale Agreements	2120,~~075~~849	9,050	115,~~325~~350
Securities Available for Sale (Amortized Cost of $92,016, $92,550,and $93,818, respectively)	93,196	92,932	92,615
Securities Available for Sale (Amortized Cost of $97,070, $92,550,and $90,890, respectively)	98,285	92,932	89,725
Loans	~~237~~261,~~428~~146	239,251	~~224~~235,~~446~~819
Less: Allowance for Loan Losses	(4,~~616~~907)	(4,465)	(34,~~850~~066)
Loans, Net	~~232~~256,~~812~~239	234,786	~~220~~231,~~596~~753
Bank Premises and Equipment	1415,~~255~~552	14,036	13,~~368~~381
Other Real Estate	~~109~~113	19	1980
Accrued Interest Receivable	2,~~158~~570	2,233	2,~~060~~252
Equity Securities	1,~~377~~542	1,355	1,~~201~~296
Other Assets	34,~~888~~038	3,319	34,~~481~~328
Total Assets	$~~387~~417,~~222~~440	$373,849	$~~358~~363,~~970~~862
Liabilities
Deposits:
Noninterest Bearing	$6664,~~383~~940	$63,253	$5960,~~516~~534
Interest Bearing	~~274~~305,~~161~~046	265,650	256,~~404~~478
Total Deposits	~~340~~369,~~544~~986	328,903	~~315~~317,~~920~~012
Accrued Interest Payable	1,~~347~~753	1,183	1,~~068~~204
Other Liabilities	2,~~495~~030	1,752	25,~~525~~672
Total Liabilities	~~344~~373,~~386~~769	331,838	~~319~~323,~~513~~888
Stockholders' Equity
Common Stock-$2.50 par value;
Authorized-10,000,000 shares;
Issued-3,000,000 shares	7,500	7,500	7,500
Surplus	5,000	5,000	5,000
Retained Earnings	3233,~~416~~306	31,557	2930,~~702~~268
Accumulated Other Comprehensive Income	~~779~~802	252	(~~794~~769)
Treasury Stock - 380,985, 360,452 and 348,081 shares at cost	(2,859)	(2,298)	(1,951)
Treasury Stock - 384,147, 360,452 and 350,723 shares at cost	(2,937)	(2,298)	(2,025)
Total Stockholders' Equity	4243,~~836~~671	42,011	39,~~457~~974
Total Liabilities and Stockholders' Equity	$~~387~~417,~~222~~440	$373,849	$~~358~~363,~~970~~862
The accompanying notes are an integral part of these financial statements.

Consolidated Statements of Income
One American Corp. and Subsidiaries	Three Months Ended		Six Months Ended
for the three months ended March 31, 2001 and 2000	Unaudited	Unaudited
for the three and six month periods ended June 30, 2001 and 2000	Unaudited	Unaudited		Unaudited	Unaudited
In thousands, except per share data	2001	2000		2001	2000
Interest Income
Interest and Fees on Loans	$5,~~283~~408	$45,~~786~~078		$10,691	$9,864
Interest on Securities:
Taxable Interest	1,~~217~~238	1,~~196~~244		2,455	2,440
Nontaxable Interest	~~190~~225	~~122~~124		415	246
Total Interest on Securities	1,~~407~~463	1,~~318~~368		2,870	2,686
Other Interest Income	~~278~~245	~~199~~190		523	389
Total Interest Income	67,~~968~~116	6,~~303~~636		14,084	12,939
Interest Expense
Interest Expense on Deposits	2,~~969~~929	2,~~492~~647		5,898	5,139
Interest Expense on Borrowings	1817	2155		35	76
Total Interest Expense	2,~~987~~946	2,~~513~~702		5,933	5,215
Net Interest Income	34,~~981~~170	3,~~790~~934		8,151	7,724
Provision for Loan Losses	75100	~~150~~225		175	375
Net Interest Income After
Provision for Loan Losses	34,~~906~~070	3,~~640~~709		7,976	7,349
Noninterest Income
Service Charges on Deposit Accounts	~~570~~647	~~533~~560		1,217	1,093
Gain on Securities	0-	7-		0	7
Gain on Purchased Assets	~~167~~203	~~366~~54		370	420
Other Operating Income	~~299~~258	~~302~~232		557	534
Total Noninterest Income	1,~~036~~108	~~1,208~~846		2,144	2,054
Income Before Noninterest Expense	45,~~941~~178	4,~~848~~555		10,120	9,403
Noninterest Expense
Salaries and Employee Benefits	1,~~520~~637	1,~~400~~498		3,157	2,898
Net Occupancy Expense	~~423~~440	~~394~~403		863	797
Net ORE and Repossession Expense	010	~~(4)~~1		10	(3)
Equipment Expense	365	~~374~~366		730	740
Other Operating Expenses	~~594~~641	~~534~~765		1,236	1,299
Total Noninterest Expense	23,~~902~~093	23,~~698~~033		5,996	5,731
Income Before Income Taxes	2,~~039~~085	21,~~150~~522		4,124	3,672
Applicable Income Taxes	~~681~~699	~~703~~465		1,380	1,168
Net Income	$1,~~358~~386	$1,~~447~~057		$2,744	$2,504
Net Income Per Share	$0.5253	$0.5440		$1.05	$0.94
Cash Dividends Per Share	$0.190	$0.185		$0.380	$0.370
The accompanying notes are an integral part of these financial statements.

Consolidated Statements of Changes in Stockholders' Equity
One American Corp. and Subsidiaries
for the three months ended March 31, 2001 and 2000
for the six months ended June 30, 2001 and 2000
Unaudited				Accumulated
				Other		Total
	Common		Retained	Comprehensive	Treasury	Stockholders'
In thousands	Stock	Surplus	Earnings	Income	Stock	Equity
Balances, January 1, 2001	$7,500	$5,000	$31,557	$252	($2,298)	$42,011
Comprehensive Income:
Net Income			12,~~358~~744			12,~~358~~744
Other Comprehensive Income,
Net of Tax:
Net Change in Unrealized Gain (Loss)
Net Change in Unrealized Gain (Loss) on Securities Available-for-Sale
on Securities Available-for-Sale				527		527
				550		550
Less: Reclassification Adjustments				0		0
Total Comprehensive Income						13,~~885~~294
Treasury Stock Purchased					(~~561~~639)	(~~561~~639)
Cash Dividends			(~~499~~995)			(~~499~~995)
Balances, March 31, 2001	7,500	5,000	32,416	779	(2,859)	42,836
Balances, June 30, 2001	7,500	5,000	33,306	802	(2,937)	43,671
Balances, January 1, 2000	7,500	5,000	28,745	(718)	(1,561)	38,966
Comprehensive Income:
Net Income			12,~~447~~504			12,~~447~~504
Other Comprehensive Income,
Net of Tax:
Net Change in Unrealized Gain (Loss)
Net Change in Unrealized Gain (Loss) on Securities Available-for-Sale
on Securities Available-for-Sale				(69)		(69)
				(44)		(44)
Less: Reclassification Adjustments				(7)		(7)
Total Comprehensive Income						12,~~371~~453
Treasury Stock Purchased					(~~390~~464)	(~~390~~464)
Cash Dividends			(~~490~~981)			(~~490~~981)
Balances, March 31, 2000	$7,500	$5,000	$29,702	($794)	($1,951)	$39,457
Balances, June 30, 2000	$7,500	$5,000	$30,268	($769)	($2,025)	$39,974
The accompanying notes are an integral part of these financial statements.

Consolidated Statements of Cash Flows
One American Corp. and Subsidiaries
for the three months ended March 31, 2001 and 2000	Unaudited	Unaudited
for the six months ended June 30, 2001 and 2000	Unaudited	Unaudited
In thousands	2001	2000
Cash Flows From Operating Activities
Net Income	$12,~~358~~744	$12,~~447~~504
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Gain on Purchased Assets	(~~167~~370)	(~~366~~420)
Provision for Depreciation	~~221~~452	~~234~~462
Provision for Loan Losses	75175	~~150~~375
Net Amortization (Accretion) on Securities	(~~189~~324)	(835)
Provision (Credit) for Deferred Income Taxes	28	99189
(Gain) Loss on Sale of Other Real Estate and Repossessions	0	0
Changes in Assets and Liabilities:
(Increase) Decrease in Accrued Interest Receivable	75(337)	(53245)
(Increase) Decrease in Other Assets	(~~859~~1,191)	~~149~~(802)
Increase (Decrease) in Accrued Interest Payable	~~164~~570	~~100~~236
Increase (Decrease) in Other Liabilities	~~796~~591	~~630~~329
Net Cash Provided by Operating Activities	12,~~476~~318	2,~~382~~593
Cash Flows From Investing Activities
Maturities or Calls of Securities Available for Sale	1634,~~697~~218	919,~~076~~923
Purchases of Securities Available for Sale	(1538,~~974~~414)	(1220,~~392~~378)
Proceeds from Sale of Securities Available for Sale	0	0
Net (Increase) Decrease in Federal Funds Sold	(1211,~~025~~799)	~~(5,625)~~350
Net (Increase) Decrease in Loans	1(21,~~976~~558)	(920,~~249~~639)
Proceeds from Sale of Other Real Estate and Repossessions	0	0
Purchases of Premises and Equipment	(~~440~~1,968)	(1,~~005~~245)
Net Cash Used in Investing Activities	(939,~~766~~521)	(1921,~~195~~989)
Cash Flows From Financing Activities
Net Increase (Decrease) in Demand Deposits, NOW
and Savings Accounts	316,~~748~~192	63,~~423~~638
Net Increase (Decrease) in Certificates of Deposits	724,~~893~~891	711,~~607~~483
Proceeds from Other Borrowings	0	05,000
Repayments of Borrowings	(55107)	(511,602)
Dividends Paid	(~~502~~1,000)	(~~494~~985)
Treasury Stock Purchased	(~~561~~640)	(~~390~~464)
Net Cash Provided By Financing Activities	1039,~~523~~336	1317,~~095~~070
Increase (Decrease) in Cash and Cash Equivalents	2,~~233~~133	(32,~~718~~326)
Cash and Cash Equivalents - Beginning of Period	16,119	18,023
Cash and Cash Equivalents - End of Period	$18,~~352~~252	$1415,~~305~~697
Continued on next page

Consolidated Statements of Cash Flows
One American Corp. and Subsidiaries
for the three months ended March 31, 2001 and 2000	Unaudited	Unaudited
for the six months ended June 30, 2001 and 2000	Unaudited	Unaudited
In thousands	2001	2000
Supplemental Disclosure of Cash Flow Information:
Income Tax Payments	$01,391	$01,057
Interest Paid on Deposits	$25,~~805~~328	$24,~~413~~979
Noncash Investing Activities:
Other Real Estate Acquired in Settlement of Loans	$900	$062
Change in Unrealized Gain (Loss) on
Securities Available for Sale	$~~798~~833	($7678)
Change in Deferred Tax Effect on
Unrealized Gain (Loss) on Securities Available for Sale	$~~271~~283	($2627)
Noncash Financing Activities:
Dividends Declared and Not Paid	$~~498~~497	$490
The accompanying notes are an integral part of these financial statements.

Notes to Consolidated Financial Statements ~~March~~June 3130, 2001 (UNAUDITED)

Summary of Significant Accounting Policies

     The accounting principles followed by One American Corp. (the Company), its wholly-owned subsidiaries, First American Bank and Trust (the Bank), Schwegmann Bank and Trust Company (Schwegmann), and the Bank's wholly-owned subsidiary, First American Agency, L.L.C. (the Agency), are those which are generally practiced within the banking industry. The methods of applying those principles conform to generally accepted accounting principles and have been applied on a consistent basis. The principles that significantly affect the determination of financial position, results of operations, changes in stockholders' equity, and cash flows are summarized below.

     Presentation - The accompanying unaudited consolidated interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles. Management is of the opinion that the unaudited interim financial statements reflect all normal, recurring accrual adjustments necessary to provide a fair statement of the results for the interim periods presented. It is noted that the results of the six-month period ended June 30, 2001 are not an indication of the expected results for the annual period that ends December 31, 2001. Additional information concerning the audited financial statements and notes can be obtained from One American Corp.'s annual report and Form 10-K filed for the period ended December 31, 2000.

     Principles of Consolidation - The consolidated financial statements include the accounts of One American Corp. (the Company), its wholly-owned subsidiaries, First American Bank and Trust (the Bank), Schwegmann Bank and Trust Company (Schwegmann), and the Bank's wholly-owned subsidiary, First American Agency, L.L.C. (the Agency). All significant intercompany balances and transactions have been eliminated. Certain reclassifications to previously published financial statements have been made to comply with current reporting requirements.

     Estimates - The preparation of financial statements that conform to generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
     The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. In connection with the determination of estimated losses on loans, management obtains independent appraisals for significant collateral. The Bank and Schwegmann's loans are generally secured by specific items of collateral including real property, consumer assets, and business assets. Although the Bank and Schwegmann have a diversified loan portfolio, a substantial portion of its debtors' ability to honor their contracts is dependent on local conditions in the area. While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Bank and Schwegmann to recognize additional losses

                                                                       8

~~may require the Bank to recognize additional losses~~ based on their judgements about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated. Securities - Management determines the appropriate classification of debt securities (Held to Maturity, Available for Sale, or Trading) at the time of purchase and re-evaluates this classification periodically. Securities that management has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs or changes in general economic conditions are classified as securities held to maturity. These securities are carried at cost adjusted for amortization of premium and accretion of discount, computed by various methods approximating the interest method over their contractual lives. Securities that may be sold prior to maturity are classified as securities available for sale. Any decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Bank's and Schwegmann's assets and liabilities, liquidity needs, regulatory capital considerations, and other similar factors. Securities available for sale are carried at fair value. Unrealized gains or losses are reported as increases or decreases in stockholders' equity, net of the related deferred tax effect. Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in earnings. Securities purchased for trading purposes are classified as trading securities and are carried at market value with market adjustments included in non-interest income. The Bank and Schwegmann had no securities classified as held to maturity or trading at ~~March~~June 3130, 2001 or 2000. Loans - Loans are stated at principal amounts outstanding, less ~~unearned~~the ~~income and~~ allowance for loan losses. Interest on commercial and individual loans is accrued daily based on the principal outstanding. Gain on purchased assets is recognized on acquired loans from previous bank acquisitions on a cost recovery method as principal payments are made. Generally, the Bank ~~discontinues~~and Schwegmann discontinue the accrual of interest income when a loan becomes 90 days past due as to principal or interest. When a loan is placed on non-accrual status, previously recognized but uncollected interest is reversed to income or charged to the allowance for loan losses. ~~Interest~~Subsequent ~~income~~cash isreceipts ~~subsequently~~on ~~recognized~~non-accrual ~~only~~loans are accounted for on the cost recovery method until the loans qualify for return to accrual status. Loans are returned to accrual status when all the ~~extent~~principal ~~cash~~and interest amounts contractually due are brought current and future payments are ~~received~~reasonably assured. The Bank ~~classifies~~and Schwegmann classify loans as impaired if, based on current information and events, it is ~~possible~~ probable that the Bank or Schwegmann will be unable to collect the scheduled payments of principal and interest when due according to the contractual treraccording to the contractual terms of the loan agreement. ~~The~~Impairment ~~measurement~~is ofmeasured ~~impaired~~on ~~loans~~a isloan ~~based~~by onloan basis by either the present value of the expected future cash flows discounted at the loan's effective interest rate or, the loan's observable market price, or based on the fair value of the collateral if the loan is collateral-dependent. Allowance for Loan Losses - The allowance for loan losses is maintained at a level which, in management's judgement, is adequate to absorb credit losses inherent in the loan portfolio. The allowance for loan losses is based upon management's review and evaluation of the loan portfolio. Factors considered in the establishment of the allowance for loan losses include management's evaluation of specific loans; the level and composition of classified loans; historical loss experience; results of examination by regulatory agencies; an internal asset review process; expectations of future economic conditions and their impact on particular borrowers; and other judgmental factors. Allowances for impaired ~~loans are generally~~ determined based on collateral values or the present value of estimated cash flows. Although management uses available information to recognize losses on loans, because of uncertainties associated with local economic conditions, collateral values, and ~~future cash flows on impaired loans, it is reasonably possible that a material~~ 9

loans are generally determined based on collateral values or the present value of estimated cash flows. Although management uses available information to recognize losses on loans, because of uncertainties associated with local economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably possible that a material change could occur in the allowance for loan losses in the near term. However, the amount of the change that is reasonably possible cannot be estimated. The allowance for loan losses is based on estimates of potential future losses. Actual losses may vary from the current estimates. These estimates are reviewed periodically and as adjustments become necessary, the effect of the change in estimate is charged to operating expenses in the period incurred. All losses are charged to the allowance for loan losses when the loss actually occurs or when management believes that principal repayment is unlikely. Recoveries are credited to the allowance at the time of recovery. Bank Premises and Equipment - Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is provided at rates based upon estimated useful service lives using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. The cost of assets retired or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts in the year of disposal and the resulting gains or losses are included in current operations. Expenditures for maintenance and repairs are charged to operations as incurred. Costs of major additions and improvements are capitalized. Other Real Estate - Other real estate is comprised of properties acquired through foreclosure or negotiated settlement. The carrying value of these properties is lower of cost or fair value less estimated selling expenses. Loan losses arising from the acquisition of these properties are charged against the allowance for loan losses. Any subsequent market reductions required are charged to other real estate expense. Revenues and expenses associated with maintaining or disposing of foreclosed properties are recorded during the period in which they are incurred. Income Taxes - The provision for income taxes is based on income as reported in the financial statements after interest income from state and municipal securities is excluded. Also, certain items of income and expenses are recognized in different time periods for financial statement purposes than for income tax purposes. Thus, provisions for deferred taxes are recorded in recognition of such timing differences. Deferred taxes are provided for by utilizing a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company and its subsidiaries file a consolidated federal income tax return. In addition, state income tax returns are filed individually by the ~~Companies~~subsidiaries in accordance with state statutes. Earnings per Common Share - Basic EPS is computed by dividing income applicable to common shares by the weighted average shares outstanding; no dilution for any potentially convertible shares is included in the calculation. Diluted EPS, reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the company. At March 31, 2001 the company had no convertible shares or other contracts to issue common stock. The weighted average number of shares of common stock used to calculate basic EPS was 2,621,251 and 2,655,761 for the three months ended March ~~31, 2001 and 2000, respectively.~~ 10

EPS, reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the company. At June 30, 2001 the company had no convertible shares or other contracts to issue common stock. The weighted average number of shares of common stock used to calculate basic EPS was 2,616,901 and 2,650,436 for the three months ended June 30, 2001 and 2000, respectively, and 2,619,263 and 2,653,099 for the six months ended June 30, 2001 and 2000, respectively. Statements of Cash Flows - For purposes of reporting cash flows, cash and cash equivalents includes cash and due from banks and interest-bearing deposits in other banks. Comprehensive Income - Components of comprehensive income are revenues, expenses, gains, and losses that under GAAP are included in comprehensive income but excluded from net income. The components of comprehensive income are disclosed in the Statements of Changes in Stockholders Equity for all periods presented. Recent Accounting Pronouncements - In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement replaces SFAS 125 by revising and clarifying the standards for accounting for transfers of financial assets and collateral and by requiring additional disclosures. The provisions of SFAS No. 140 are effective for transfers and servicing financial assets occurring after March 31, 2001. The adoption of SFAS No. 140 did not have a material impact on the Company's financial position or results of operations. Acquisition - On May 25, 2001, the Company acquired all of the common stock of Schwegmann Bank and Trust Company (Schwegmann) for a purchase price of $2.7 million. Pursuant to the agreement, the Company acquired assets with a fair value of $34.5 million and assumed $32.0 million in deposits and specific liabilities. The excess of the purchase price over the value of the net assets has been recorded as goodwill. This acquisition was accounted for using the purchase method of accounting, and the results of operations are included in the consolidated financial statements from the date of acquisition. A condensed balance sheet of Schwegmann on the date of acquisition is presented below.

One American Corp. and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations March 31, 2001

($ in thousands)
Cash and Due From Banks	$ 1,364
Securities	7,632
Loans, Net	23,201
Other Assets	1,968
Total	$34,165

Deposits	$31,631
Other Liablilites	462
Stockholders' Equity	2,072
Total	$34,165

The purpose of this discussion and analysis is to focus on significant changes in the financial condition of the Company and its results of operations during the three-month periods ended March 31, 2001 and 2000. This discussion and analysis is intended to highlight and supplement information contained elsewhere in this Quarterly Report on Form 10-Q, particularly the preceding Consolidated Financial Statements and Notes to Consolidated Financial Statements. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements, Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2000 Annual Report on Form 10-K. This quarterly report on Form 10-Q includes statements that may constitute forward-looking statements, usually containing the words "believe", "estimate", "expect", "intend", or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause future results to vary from current expectations include, but are not limited to, the following: changes in economic conditions (both generally and more specifically in the markets in which the Company operates); changes in interest rates, deposit flows, and loan demand; changes in real estate values; changes in competition; changes in accounting principles, policies, or guidelines; and changes in government legislation and regulation (which change from time to time and over which the Company has no control); and other risks detailed in this quarterly report on Form 10-Q and the Company's other Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. First Quarter in Review Net income was $1.4 million for both the first quarter of 2001 and the first quarter of 2000. Net interest income increased $191 thousand, noninterest income decreased $172 thousand, noninterest expense increased $205 thousand, and, accordingly, income taxes decreased $22 thousand. Earnings per common share were $0.52 and $0.54 for the first quarters of 2001 and 2000, respectively. Return on average assets on an annualized basis was 1.45% for the current quarter and 1.64% for the same quarter of 2000. Cash dividends were $0.190 per share for the current quarter and $0.185 per share for the same quarter of 2000. Net interest income on a fully tax equivalent basis (FTE) for the current quarter was $4.1 million, $225 thousand greater than that of the first quarter of 2000. The net interest margin (FTE) was 4.76% for the current quarter and 4.75% for the same quarter of 2000. 12 11

~~During~~One ~~the~~American ~~first quarter of 2001, in comparison with the same quarter of 2000, average loans outstanding increased $18~~Corp.0 million or 8.2% to $237.0 million. Average total deposits for the current quarter increased $20.8 million or 6.7% to $330.9 million when compared to the average total deposits for the same quarter of 2000. Average total assets for the current quarter increased $22.8 million or 6.5% to $375.8 million when compared to the total average assets of the first quarter of 2000. Earnings Analysis Net Interest Income - The primary source of earnings for the Bank is net interest income; the difference between interest and ~~fees~~Subsidiaries ~~generated~~Management's ~~from~~Discussion interest-earning assets less interest expense for interest-bearing liabilities. For analytical purposes, net interest income is presented on a tax equivalent basis, using a 34% tax rate. Certain earning assets are exempt from income taxes, therefore a tax equivalent adjustment is included so that tax exempt earning assets are tax equivalent and ~~comparable~~Analysis ~~with other taxable earning assets. The primary factors that affect net interest income are changes in volume and mix~~ of ~~earning~~Financial ~~assets~~Condition and ~~interest-bearing~~Results ~~liabilities, along with changes in market rates. Net interest income (FTE) for the current quarter~~ of ~~2001~~Operations ~~was~~June ~~$4.1 million~~30, 5.9% greater than the same quarter of 2000. The improvement in net interest income can be primarily attributed to the change in volume and in the rate of loans that provided an increase of $497 thousand in interest income when comparing the first quarter of 2001 ~~to the first quarter of 2000. Offsetting this increase was an increase in interest expense caused primarily by growth in volume as well as increases in rates paid on certificates of deposit.~~

~~Earning~~The ~~Assets,~~purpose ~~Interest-Bearing~~of ~~Liabilities,~~this discussion and ~~Net~~analysis ~~Interest~~is ~~Spread~~to -focus ~~During~~on significant changes in the ~~current~~financial ~~quarter~~condition of ~~2001,~~the ~~average~~Company ~~earning~~and ~~assets~~its ~~were~~results ~~$347.7~~of ~~million,~~operations anduring ~~increase~~the ofthree-month ~~$21.6~~and ~~million~~six-month orperiods ~~6.6%~~ended ~~over~~June ~~the~~30, ~~first~~2001 ~~quarter~~and of 2000. ~~The~~This ~~trend~~discussion and analysis is intended to highlight and supplement information contained elsewhere in ~~earning~~this ~~assets~~Quarterly ~~over~~Report on Form 10-Q, particularly the ~~quarters~~preceding ~~compared~~Consolidated ~~continues~~Financial Statements and Notes to ~~show~~Consolidated aFinancial ~~shift~~Statements. This discussion and analysis should be read in conjunction with the ~~mix~~Consolidated Financial Statements, Notes to Consolidated Financial Statements and Management's Discussion and Analysis of ~~earning~~Financial ~~assets~~Condition ~~toward~~and ~~the~~Results ~~loan~~of ~~portfolio~~Operations ~~from~~in the ~~securities~~2000 ~~portfolio~~Annual asReport ~~shown~~on inForm 10-K. This quarterly report on Form 10-Q includes statements that may constitute forward-looking statements, usually containing the ~~table~~words "~~Average~~believe", ~~Earning~~"estimate", ~~Asset~~"expect", ~~Structure~~"intend", or similar expressions. ~~Management's~~These ~~strategy~~statements ~~aims at~~are ~~increasing~~made pursuant to the ~~level~~safe harbor provisions of ~~earning~~the ~~assets~~Private asSecurities ~~well~~Litigation asReform toAct ~~alter~~of ~~their~~1995. ~~mix~~Forward-looking bystatements ~~including~~inherently ainvolve ~~greater~~risks ~~percentage~~and ofuncertainties ~~higher~~that ~~yielding~~could ~~loans~~cause ~~over~~actual ~~lower~~results ~~yielding~~to ~~securities~~differ ~~and~~materially ~~other~~from ~~short~~those reflected in the forward-~~term~~looking ~~investments~~statements. ~~The~~Factors ~~Bank's~~that ~~primary~~could ~~market~~cause ~~area~~future ~~enjoys~~results ato ~~stable~~vary ~~economic climate~~from ~~that~~current ~~provides~~expectations ~~good~~include, ~~lending~~but ~~opportunities.~~are ~~However~~not limited to, ~~signs~~the offollowing: ~~slowing~~changes ~~are~~in ~~becoming~~economic ~~evident.~~conditions ~~The~~(both ~~average~~generally and more specifically in the markets in which the Company operates); changes in interest rates, deposit flows, and loan ~~portfolio~~demand; ~~increased~~changes ~~$18.0~~in ~~million~~real estate values; changes in competition; changes in accounting principles, policies, or ~~8.2%~~guidelines; ~~when~~and ~~compared~~changes in government legislation and regulation (which change from time to time and over which the ~~quarter~~Company ~~ended~~has ~~March~~no 31control); and other risks detailed in this quarterly report on Form 10-Q and the Company's other Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on these forward-looking statements, ~~2000~~which reflect management's analysis only as of the date hereof. ~~There~~The isCompany undertakes no ~~guarantee~~obligation ~~that~~to ~~either~~publicly ~~similar levels~~revise ofthese ~~growth~~forward-looking orstatements ~~the~~to ~~current~~reflect ~~economic~~events ~~climate~~or ~~will~~circumstances ~~continue~~that ~~into~~arise after the ~~future~~date hereof. Second Quarter in Review ~~The~~On ~~trend~~May ~~over~~25, 2001, the ~~quarters~~Company ~~compared~~consummated ~~shows~~the anpurchase ~~increase~~of inSchwegmann ~~interest~~Bank ~~bearing~~and ~~liabilities~~Trust ~~with~~Company ~~growth~~(Schwegmann), inacquiring ~~certificates~~all of ~~deposit~~Schwegmann's ~~and~~common ~~money~~stock ~~market~~for ~~accounts~~cash. ~~The~~This ~~Bank~~event ~~also~~completed ~~benefited~~the ~~from~~definitive aagreement ~~relatively~~announced ~~stable~~in ~~level~~the ofForm ~~non~~8-~~interest bearing~~K ~~deposits~~filed on February 5, ~~even~~2001. ~~though~~Schwegmann ~~its~~is ~~relationship~~to asbe amerged ~~percentage~~into ofFirst ~~total~~American ~~deposits~~Bank ~~decreased~~and Trust (the Bank) in the third quarter. ~~ended~~The ~~March~~transaction was recorded using "push-down" accounting as of May 31, 2001. ~~The~~Accordingly, ~~Bank~~the ~~continually~~results ~~strives~~of tooperations ~~attract~~for athe ~~broad~~three ~~core~~months ~~deposit~~ended ~~base~~June ~~consisting~~30, of2001 ~~individual~~ and ~~commercial~~for ~~customers~~the six months ended June 30, 2001 include Schwegmann's results for the month ended June 30, 2001, only. For the second quarter of 2001, net income was $1.4 million compared to $1.1 million for the second quarter of 2000. Net interest income increased $236 thousand, noninterest income increased $262 thousand, noninterest expense 13 12

increased $60 thousand, and income taxes increased $234 thousand. Earnings per common share were $0.53 and $0.40 for the second quarters of 2001 and 2000, respectively. Return on average assets on an annualized basis was 1.41% for the current quarter and 1.17% for the same quarter of 2000. Cash dividends were $0.190 per share for the current quarter and $0.185 per share for the same quarter of 2000. For the first ~~quarter~~six months of 2001, net income was $2.7 million compared to $2.5 million for the ~~average~~same ~~yield~~period of 2000. Earnings per common share were $1.05 and $0.94 for the first six months of 2001 and 2000, respectively. Return on ~~earning~~average assets on an annualized basis was 81.2443% ~~while~~and 1.40% for the six-month periods ended June 30, 2001 and 2000, respectively. For the same periods, return on average ~~cost~~equity ofon ~~interest~~an ~~bearing~~annualized ~~liabilities~~basis was 412.469% and 12.52%. Cash dividends were $0.38 and $0.37 per share, ~~producing~~respectively, afor ~~net~~the six-month periods ended June 30, 2001 and 2000. Net interest ~~spread~~income on a fully tax equivalent basis (FTE) offor the current quarter was $4.3 million, $288 thousand greater than that of the second quarter of 2000.~~78%.~~ The net interest margin (FTE) was 4.7672% for the current ~~ended~~quarter ~~March~~and ~~31,~~4.77% ~~2001~~for the same quarter of 2000. InFor ~~comparison~~the six months ended June 30, ~~the~~2001, net interest ~~margin~~income (FTE) was $8.4 million compared to $7.9 million for the same ~~quarter~~period of 2000. The net interest margin (FTE) was 4.7574% and 4.77%, ~~The~~respectively. During ~~cost~~the second quarter of ~~interest-bearing~~2001, ~~liabilities~~in ~~during~~comparison with the ~~first~~second quarter of 2000, ~~was~~average 4loans outstanding increased $14.005 million or 6.3%, ~~while~~to $245.1 million. Without the ~~yield~~inclusion onof Schwegmann's average ~~earning assets~~loan ~~was~~balance, average loans outstanding would have grown $7.~~85%~~0 million, ~~producing~~or a3.0%. ~~net~~Average ~~interest~~total ~~spread~~deposits offor 3the current quarter increased $30.856 million or 9.7% to $347. ~~The~~3 ~~table~~million ~~"Average~~when ~~Balance~~compared ~~Sheets~~to ~~and~~the ~~Interest~~average ~~Rate~~total ~~Analysis"~~deposits for the ~~three-month~~same ~~periods~~quarter ~~ended~~of ~~March~~2000. 31Again, ~~2001,~~the ~~December~~inclusion of Schwegmann's average total deposits added to the increase. Average total assets for the current quarter increased $31,.5 ~~2000~~million or 8.7%, ~~and~~including ~~March~~Schwegmann's 31average total assets, ~~2000~~to ~~and~~$394.0 ~~the~~million ~~corresponding~~when ~~table~~compared ~~"Interest~~to ~~Differentials"~~the ~~detail~~total average assets of the ~~effects that~~second quarter of 2000. For the ~~changes~~six months ended June 30, 2001, in comparison with the same period in 2000, average ~~balances~~loans outstanding increased $16.3 million, including Schwegmann, or 7.2% to $241.1 million. Average total deposits for the current six-month period increased $25.7 million, including Schwegmann, or 8.20% to $339.1 million when compared to the average total deposits for the same period of 2000. Average total assets ~~and~~at ~~liabilities~~June ~~and~~30, 2001 increased $27.3 million or 7.6% to $384.7 million when compared to the ~~changes~~total average assets at June 30, 2000. Again, Schwegmann's average total assets were included in the change. Earnings Analysis Net Interest Income - The primary source of earnings for the Bank and Schwegmann is net interest ~~yield~~income; the difference between interest and fees generated from interest-earning ~~costs~~assets ~~have~~less ~~had~~interest onexpense for interest-bearing liabilities. For analytical purposes, net interest income ~~for~~is ~~the~~presented ~~respective~~on ~~periods.~~a ~~Also~~tax equivalent basis, ~~the~~using ~~tables~~a ~~"Average~~34% ~~Earning~~tax ~~Asset~~rate. ~~Structure"~~Certain ~~and~~earning ~~"Average Deposit~~assets ~~Structure"~~are ~~show~~exempt afrom ~~more~~income ~~condensed~~taxes, ~~descriptive~~therefore ~~analysis~~a oftax ~~the~~equivalent ~~common~~adjustment ~~size~~is ~~percentage~~included ~~changes~~so inthat tax exempt earning assets ~~and~~are ~~deposit~~tax ~~mix~~equivalent ~~over~~and ~~the~~comparable ~~quarterly~~with ~~periods~~other ~~being~~taxable ~~analyzed~~earning assets. The primary factors that affect net interest 14 13

Average Earning Asset Structure	First		Fourth		First
In thousands	Quarter 2001		Quarter 2000		Quarter 2000
		% of		% of		% of
	Average	Earning	Average	Earning	Average	Earning
	Balances	Assets	Balances	Assets	Balances	Assets
Interest Bearing Deposits	$3,683	1.1%	$5,870	1.7%	$2,898	0.9%
Federal Funds Sold	14,286	4.1%	11,274	3.3%	11,092	3.4%
Securities
Taxable	76,696	22.1%	79,122	22.9%	82,478	25.3%
Non-Taxable	14,629	4.2%	10,995	3.2%	9,327	2.9%
Other Equity Securities	1,376	0.4%	1,355	0.4%	1,199	0.4%
Loans - Net	237,003	68.1%	237,585	68.5%	219,049	67.1%
Total Average Earning Assets	$347,673	100.0%	$346,201	100.0%	$326,043	100.0%
Average Deposit Structure	First		Fourth		First
In thousands	Quarter 2001		Quarter 2000		Quarter 2000
	Average	% of	Average	% of	Average	% of
	Balances	Deposits	Balances	Deposits	Balances	Deposits
Noninterest Bearing Deposits	$60,640	18.3%	$62,555	19.0%	$58,817	19.0%
NOW Accounts	24,498	7.4%	21,326	6.5%	22,912	7.4%
Savings Accounts	30,349	9.2%	30,137	9.1%	32,193	10.4%
Money Market Deposit Accounts	71,191	21.5%	72,716	22.0%	69,544	22.4%
Certificates of Deposits less than $100,000	118,191	35.7%	117,789	35.7%	105,915	34.1%
Total Average Core Deposits	304,869	92.1%	304,523	92.3%	289,381	93.3%
Certificates of Deposits greater than $100,000	26,020	7.9%	25,330	7.7%	20,751	6.7%
Total Average Deposits	$330,889	100.0%	$329,853	100.0%	$310,132	100.0%
Average Interest Bearing Deposits
as a percentage of Average Earning Assets	77.7%		77.2%		77.1%
Average Core Deposits
as a percentage of Total Average Assets	81.1%		81.2%		82.0%

income are changes in volume and mix of earning assets and interest-bearing liabilities, along with changes in market rates.

Net interest income (FTE) for the current quarter of 2001 was $4.3 million, 7.2% greater than the same quarter of 2000. The improvement in net interest income can be attributed to the growth in the volumes of earning assets overcoming rate reductions resulting in a $531.9 thousand increase in interest income. Growth in interest-bearing liabilities was offset by rate reductions, increasing interest expense by $243.6 thousand. Net interest income (FTE) for the first six months of 2001 was $8.4 million, 6.6% greater than the same period of 2000. Again, the improvement in net interest income can be attributed to the growth in the volumes of earning assets overcoming rate reductions resulting in a $1.2 million increase in interest income. Interest expense grew $717.4 thousand as, again, rate reductions on interest-bearing liabilities offset volume growth.

~~Provision~~ Earning ~~for~~Assets, ~~Loan~~Interest-Bearing ~~Losses Provision~~Liabilities, ~~for~~and ~~Loan~~Net ~~Losses~~Interest ~~were~~Spread ~~$75~~- ~~thousand~~During ~~for~~ the ~~first~~current quarter of 2001, ~~and~~average earning assets were $~~150~~364.1 ~~thousand~~million, ~~for~~an increase of $28.1 million or 8.4% over the ~~first~~second quarter of 2000. ~~See~~The trend in earning assets over the ~~discussion~~quarters compared continues to show a shift in the mix of earning assets toward the loan portfolio from the securities portfolio as shown in the table "~~Allowance~~Average ~~for~~Earning ~~Loan~~Asset ~~Losses~~Structure". Management's strategy aims at increasing the level of earning assets as well as to alter their mix by including a greater percentage of higher yielding loans over lower yielding securities and other short-term investments. The Bank and Schwegmann's primary market areas enjoy a stable economic climate that provides good lending opportunities. However, signs of slowing are becoming evident. The average loan portfolio increased $14.5 million or 6.3%, including the inclusion of Schwegmann's portfolio, when compared to the quarter ended June 30, 2000. There is no guarantee that either similar levels of growth or the current economic climate will continue into the future. ~~Noninterest~~ The ~~Income~~trend over the quarters compared shows an increase in interest-bearing liabilities with growth in all categories, particularly in certificates of deposit. The Bank and Schwegmann also benefited from a relatively stable level of non-interest-bearing deposits. The Bank continually strives to attract a broad core deposit base consisting of individual and commercial customers. ~~Noninterest~~For ~~income~~the ~~for~~second quarter of 2001, the ~~current~~average ~~quarter~~yield on earning assets was $17.097% ~~million~~while the average cost of interest-bearing liabilities was 4.14%, producing a ~~decrease~~net interest spread (FTE) of ~~$172~~3.83%. ~~thousand~~The ornet 14interest margin (FTE) was 4.272% ~~from~~for the $1quarter ended June 30, 2001.2 ~~million~~In ~~reported~~comparison, the net interest margin (FTE) for the same quarter of 2000 was 4.77%. ~~Primarily~~The ~~accounting~~cost ~~for~~of ~~this~~interest-bearing ~~change~~liabilities ~~was~~during athe ~~reduction~~second quarter of ~~$199 thousand~~2000 inwas ~~gain~~4.18%, while the yield on ~~purchased~~average earning assets was 8. ~~Gains~~00%, producing a net interest spread of 3.82%. For the six-month period ended June 30, 2001, the average yield on ~~purchased~~earning assets ~~are~~was ~~recognition~~8.10% ofwhile the ~~collection~~average cost of ~~principal~~interest-bearing onliabilities ~~certain~~was ~~loans~~4.29%, ~~acquired~~producing ina ~~past~~net ~~bank~~interest ~~acquisitions~~spread (FTE) of 3.81%. ~~Payment~~The ~~activity~~net oninterest ~~these~~margin ~~loans~~(FTE) ~~may~~was ~~vary~~4.74% ~~between~~for ~~reporting~~the ~~periods~~first six months of 2001. ~~The~~In ~~Bank~~comparison, ~~pursues~~the net interest margin (FTE) for the ~~collection~~ same period of ~~these~~2000 ~~loans~~was on4.77%. anThe ~~ongoing~~cost ~~basis~~of interest-bearing liabilities during the first six months of 2000 was 4.09%, ~~Future~~while ~~gains~~the yield on ~~these~~average earning assets, ~~however~~was 7.94%, ~~are~~producing ~~indeterminable~~a net interest spread of 3.85%. 15 14

~~Noninterest Expense~~ The table "Average Balance Sheets and Interest Rate Analysis" for the three-month periods ended June 30, 2001, March 31, 2001, and June 30, 2000 and the corresponding table "Interest Differentials" detail the effects that the changes in the average balances outstanding of assets and liabilities and the changes in interest yield and interest costs have had on net interest income for the respective periods. Also, the tables "Average Earning Asset Structure" and "Average Deposit Structure" show a more condensed, descriptive analysis of the common size percentage changes in earning assets and deposit mix over the quarterly periods being analyzed.

Average Earning Asset Structure	Second		First				Second
In thousands	Quarter 2001		Quarter 2001				Quarter 2000
		% of			% of			% of
	Average	Earning		Average	Earning	Average		Earning
	Balances	Assets		Balances	Assets	Balances		Assets
Interest Bearing Deposits	$2,564	0.7%		$3,683	1.1%	$1,802		0.5%
Federal Funds Sold	17,095	4.7%		14,286	4.1%	7,860		2.3%
Securities
Taxable	80,436	22.1%		76,696	22.1%	84,813		25.2%
Non-Taxable	17,446	4.8%		14,629	4.2%	9,671		2.9%
Other Equity Securities	1,443	0.4%		1,376	0.4%	1,286		0.4%
Loans - Net	245,094	67.3%		237,003	68.1%	230,549		68.7%
Total Average Earning Assets	$364,078	100.0%		$347,673	100.0%	$335,981		100.0%

Average Deposit Structure	Second		First				Second
In thousands	Quarter 2001		Quarter 2001				Quarter 2000
	Average	% of		Average	% of	Average		% of
	Balances	Deposits		Balances	Deposits	Balances		Deposits
Noninterest Bearing Deposits	$ 62,868	18.1%		$60,640	18.3%	$60,833		19.2%
NOW Accounts	25,419	7.3%		24,498	7.4%	22,442		7.1%
Savings Accounts	33,464	9.6%		30,349	9.2%	32,366		10.2%
Money Market Deposit Accounts	70,875	20.4%		71,191	21.5%	68,960		21.8%
Certificates of Deposits less than $100,000	126,048	36.4%		118,191	35.7%	108,685		34.3%
Total Average Core Deposits	318,674	91.8%		304,869	92.1%	293,286		92.6%
Certificates of Deposits greater than $100,000	28,586	8.2%		26,020	7.9%	23,339		7.4%
Total Average Deposits	$347,260	100.0%		$330,889	100.0%	$316,625		100.0%

Average Interest Bearing Deposits
as a percentage of Average Earning Assets	78.1%			77.7%		76.1%
Average Core Deposits
as a percentage of Total Average Assets	80.9%			81.1%		80.9%

Provision for Loan Losses


Provision for Loan Losses were $100 thousand for the second quarter of 2001 and $225 thousand for the second quarter of 2000. For the six-month periods ended June 30, 2001 and 2000, Provisions for Loan Losses were $175 thousand and $375 thousand, respectively. See the discussion of "Allowance for Loan Losses".

Noninterest Income

     Noninterest income for the current quarter was $1.1 million, an increase of $262 thousand or 31.0% from the $846 thousand reported for the same quarter of 2000. Primarily accounting for this change was a gain of $149 thousand in gain on purchased assets. For the six-month period ended June 30, 2001, noninterest income was $2.1 million, an increase of $90 thousand or 4.4% from the same period in 2000. The primary reason for this was the increase in service charges on deposit accounts, which increased $124 thousand when compared to the first six months of 2000.

     Gains on purchased assets are recognition of the collection of principal on certain loans acquired in past bank acquisitions. Payment activity on these loans may vary between reporting periods. The Bank pursues the collection of these loans on an ongoing basis. Future gains on these assets, however, are indeterminable.

Noninterest Expense

     Noninterest expense was $3.1 million for the second quarter of 2001, an increase of $60 thousand or 2.0% over the same quarter of 2000. Salaries and employee benefits were $1.6 million for the current quarter compared to $1.5 million for the same of quarter of 2000. Net occupancy expense was $440 thousand for the current quarter, compared to $403 thousand for the second quarter of 2000. Equipment expense was $365 thousand for the current quarter compared to $366 thousand for the same quarter of 2000. Other operating expenses were $641 thousand for the first quarter of 2001, a decrease of $124 thousand or 16.22% compared to the same quarter of 2000. In the second quarter of 2000 a vacated obsolete branch building was donated to a local charity.

     For the six-month period ended June 30, 2001, noninterest expense were $6.0 million, an increase of $265 thousand or 4.62% over the same period of 2000. Salaries and employee benefits were $3.2 million for the current period compared to $2.9 million for the same period in 2000. Net occupancy expense was $863 thousand for the current six months, compared to $797 thousand for the first six months of 2000. Other operating expenses were $1.2 million for the current period, a decrease of $63 thousand or 4.9% compared to the same period of 2000.

Applicable Income Taxes

     Applicable income taxes for the current quarter were $699 thousand compared to $465 thousand for the second quarter of 2000. Effective tax rates were 33.5% for the second quarter of 2001 and 30.6% for the quarter ended June 30, 2000. For the six months ended June 30, 2001 and 2000 effective tax rates were 33.5% and 31.8%, respectively The

                                                                      16

Company's effective income tax expense as a percentage of pretax income is different from statutory rates due to tax-exempt interest income earned from investments in state and municipal bonds. Interest income from state and municipal bonds is generally exempt from federal income taxes.

Liquidity

Liquidity management is the process of ensuring that the Company's assets and liabilities are properly structured to meet the withdrawals of its depositors, fund loan commitments, and satisfy other funding requirements. The Company's primary source of funds is the Bank's core deposit base. During the quarter, average core deposits were approximately $318.7 million or 91.8% of total average deposits and 80.9% of total average assets. For a comparison with prior period quarters see the table , "Average Deposit Structure". Other sources of liquidity are maturing securities in the investment portfolio, maturities and repayments in the loan portfolio, advances from the Federal Reserve Bank of Atlanta and the Federal Home Loan Bank of Dallas, and other wholesale funding entities. Management continually evaluates the maturities and mix of its earning assets and interest-bearing liabilities to monitor its ability to meet current and future obligations and to achieve maximum net interest income. Due to the stability of the core deposit base as noted above, the maturities of the investment portfolio, cash flows from the loan portfolio, and the availability of wholesale funding, management does not anticipate any difficulties in meeting the needs of its depositors and in funding future loan commitments.

17

Interest Rate Sensitivity

     Interest rate risk is the measurement of risk exposure or changes in net interest income and subsequently net income given changes in the external interest rate markets. This possible risk exposure is produced by the different repricing intervals of interest-earning assets and interest-bearing liabilities, the changes in the mix of such assets and liabilities, and the growth of such assets and liabilities. One measurement of interest rate risk is gap analysis. The gap matches the repricing of interest rate sensitive assets and liabilities for selected intervals. Gap analysis is a static measurement based on an individual point in time. This interest rate risk measurement process may not indicate actual rate exposure given contractual maturity and repricing period inconsistencies.
     Management also measures interest rate risk exposure by the process of dynamic income simulation. This process measures possible levels of exposure more accurately given the ability to better identify contractual maturities and repricing periods. Key assumptions used in the simulation model include the relative timing of prepayments on mortgage-related assets and the cash flows and maturities of other financial instruments. These assumptions are intrinsically uncertain and, as a result, the model cannot specifically estimate net interest income or precisely predict the impact of a change in interest rates on net income or stockholders' equity. Actual results will differ from the simulated results due to the timing, magnitude, and frequency of interest rate changes and changes in market conditions and management strategies, among other factors.
     The Company's objective is to limit the impact on net interest income from a gradual change in interest rates of 200 basis points over twelve months to 10% of projected net interest income. Based on the results of a dynamic income simulation at June 30, 2001; the Company would expect a decrease in net interest income of $77 thousand in the event of a gradual 200 basis point increase in interest rates, and a decrease of $86 thousand in the event of a gradual 200 basis point decrease in interest rates. Both of these changes are well within the Bank's interest rate risk policy limits.
     For gap analysis, prepayment assumptions are applied to loans reflective of historical experience and employing a "flat-rate" interest rate change scenario. Decay rate methodology is applied to non-fixed rate deposit accounts to arrive at the principal and interest cash flows used in the market value calculations given FDIC regulatory guidelines as set forth in FDICIA 305. First, rate sensitive and non-rate sensitive balances are separated. Higher decay rates force rate sensitive cash flows to occur within one year. Decay rates are then input for the non-rate sensitive funds. These decay rates spread the non-rate sensitive deposit balances out as far as the FDIC regulatory guidelines allow in FDICIA 305. Decay rate assumptions implemented are based on a flat rate environment and at management's discretion.
     The Company has established decay rate assumptions based on historical data collection on MMDA, Savings Accounts, Now Accounts, and Non Interest-Bearing Accounts. The assumptions are based on account type sensitivity patterns given the change in the Bank and Schwegmann's benchmark for pricing and the change in the relationship each account type has to total deposits. Decay rates are updated at each modeling session if warranted by rate changes in the market or changes in non-rate sensitivity patterns given the account type. The identification of the non-rate sensitive portion of such accounts provides a more complete picture of the actual core deposit base, which may not reprice in the same manner as the rate sensitive portion.

                                                                      18

The Interest Rate Sensitivity Table presents the ~~Bank~~Company's interest rate sensitivity position at ~~March~~June 3130, 2001, using gap analysis, based on the expected maturity intervals of interest rate sensitive assets and liabilities. The table indicates that the Company's interest-earning assets exceed its interest-bearing liabilities at the one year point in time suggesting the ~~Bank~~Company is positively rate sensitive. This table does not necessarily reflect the impact of interest rate movements on the ~~Bank~~Company's net income because the effective maturities or repricing of certain assets and liabilities is subject to competition and other limitations. As a result, certain assets and liabilities indicated as maturing or repricing within a stated period may in fact mature or reprice at different times and at different volumes. The Bank isand aSchwegmann ~~member~~are members of the Federal Home Loan Bank of Dallas (FHLB). The FHLB provides the ~~Bank~~Company with the ability to further match the rates and maturities of its funding with those of earning assets. Also, the FHLB provides the ~~Bank~~ Company the ability to offer long term, fixed-rate loans to its customer base with minimal additional interest rate risk exposure. 18 19

Interest Rate Sensitivity Table
March 31, 2001
June 30, 2001
In thousands
Expected Maturity, Years Ended:			~~Expected Maturity, Years Ended:~~
							Non-	~~Non-~~	Fair	~~Fair~~
	03/31/02	03/31/03		03/30/04	03/31/05	03/31/06	Thereafter	Sensitive	Total	Value
	06/30/02	06/30/03	06/30/04	06/30/05	06/30/06	Thereafter	Sensitive	Total	Value
Assets
Investments -
Fixed-Rate Securities	$3539,~~930~~337	$2519,~~845~~030	$10,734	$54,~~294~~352	$49,~~888~~076	$712,~~923~~830	$~~10,573~~0	$095,359	$9095,~~453~~359	~~$90,453~~
Average Interest Rates	5.9294%	6.0716%	6.27%	6.3849%	6.4018%	65.3866%	50.5900%	06.0003%	~~6.02%~~
Variable-Rate Securities	~~661~~1,044	~~487~~359	241	~~252~~205	~~214~~174	~~182~~903	~~947~~0	02,926	2,~~743~~926	~~2,743~~
Average Interest Rates	6.4735%	6.4626%	6.20%	6.4420%	6.4420%	6.4419%	60.4300%	06.0026%	~~6.45%~~
Total Investments	3640,~~591~~381	2619,~~332~~389	10,975	54,~~546~~557	59,~~102~~250	813,~~105~~733	~~11,520~~0	098,285	9398,~~196~~285	~~93,196~~
Average Interest Rates	5.9295%	6.0816%	6.27%	6.3848%	6.4018%	65.3970%	50.6600%	06.0004%	~~6.03%~~
Loans -
Fixed-Rate Loans, Net	98108,~~206~~854	3633,~~994~~393	30,611	2815,~~709~~050	1418,~~398~~251	149,~~053~~363	113,~~155~~876	1219,~~516~~398	~~205~~221,~~031~~368	~~205,081~~
Average Interest Rates	9.22%	8.63%	8.85%	8.6638%	8.3877%	8.2708%	70.8600%	08.0077%	~~8.77%~~
Variable-Rate Loans, Net	2029,~~451~~726	2,~~990~~541	1,838	~~1,740~~639	~~664~~599	~~319~~1,498	~~1,617~~0	036,841	2736,~~781~~733	~~28,745~~
Average Interest Rates	87.3270%	87.0205%	7.12%	86.1978%	86.0094%	7.9607%	80.3100%	07.0057%	~~8.27%~~
Total Loans	~~118~~138,~~657~~580	3935,~~984~~934	32,449	3015,~~449~~689	1518,~~062~~850	1410,~~372~~861	123,~~772~~876	1256,~~516~~239	~~232~~258,~~812~~101	~~233,826~~
Average Interest Rates	98.0689%	8.5952%	8.75%	8.6332%	8.3771%	87.2694%	70.9100%	08.0060%	~~8.71%~~
Interest Bearing Deposits in
Interest Bearing Deposits inOther Banks
Other Banks	2,747	0		0	0	0	0	0	2,747	2,747
	3,163	0	0	0	0	0	0	3,163	3,163
Average Interest Rates	63.9660%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	03.0060%	~~6.96%~~
Federal Funds Sold	2120,~~075~~849	0	0	0	0	0	0	020,849	2120,~~075~~849	~~21,075~~
Average Interest Rates	54.4565%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	04.0065%	~~5.45%~~
Other Assets							38,904	3738,~~392~~904	~~37,392~~
Total Assets	$~~179~~202,~~070~~973	$6655,~~316~~323	$43,424	$3520,~~995~~246	$2028,~~164~~100	$2224,~~477~~594	$2442,~~292~~780	$38417,~~908~~440	~~$387,222~~
Liabilities
NOW and Super NOW Deposits	$34,~~177~~093	$57,~~570~~175	$7,175	$53,~~570~~068	$23,~~382~~068	$26,~~382~~136	$~~4,764~~0	$030,715	$2329,~~845~~461	~~$22,807~~
Average Interest Rates	21.0177%	21.0177%	1.77%	21.0177%	21.0177%	21.0177%	20.0100%	01.0077%	~~2.01%~~
Insured Money Market Accounts	3435,~~604~~217	18,~~155~~546	18,546	~~18,155~~0	0	0	0	072,309	7073,~~914~~261	~~70,488~~
Average Interest Rates	32.1954%	32.1954%	2.54%	30.1900%	0.00%	0.00%	0.00%	02.0054%	~~3.19%~~
Savings Deposits	54,~~220~~847	68,~~854~~723	8,723	63,~~854~~715	3,~~151~~715	37,~~151~~431	~~6,302~~0	037,154	3136,~~532~~082	~~30,945~~
Average Interest Rates	2.5440%	2.5440%	2.40%	2.5440%	2.5440%	2.5440%	20.5400%	02.0040%	~~2.54%~~
Variable-Rate Certificates of Deposit	1,~~374~~078	1,~~805~~941	1,941	~~1,805~~827	~~830~~827	~~830~~1,653	~~1,659~~0	08,267	8,~~303~~276	~~8,439~~
Average Interest Rates	4.53%	4.53%	4.53%	4.53%	4.53%	4.53%	40.5300%	04.0053%	~~4.53%~~
Certificates of Deposit	~~117~~136,~~972~~761	1812,~~953~~610	6,569	~~2,088~~263	71398	~~483~~0	0	0156,601	~~139~~157,~~567~~477	~~141,042~~
Average Interest Rates	5.7744%	54.2091%	5.97%	5.6373%	54.0890%	50.6100%	0.00%	05.0042%	~~5.69%~~
Non Interest Bearing Deposits	48,~~549~~143	1716,~~643~~065	16,065	176,~~643~~167	6,~~637~~167	612,~~637~~333	~~13,274~~0	064,940	6664,~~383~~940	~~66,383~~
Other Interest Bearing Liabilities	~~206~~262	~~219~~278	262	~~233~~176	~~154~~131	~~105~~0	~~246~~0.00%	~~0.00%~~1,109	1,~~163~~132	~~1,193~~
Average Interest Rates	6.1201%	6.1201%	5.99%	65.1276%	65.0062%	50.8100%	50.4300%	05.0092%	~~5.93%~~
Other Liabilities	0	0	0	0	0	0	02,674	2,~~679~~674	~~2,679~~
Stockholders' Equity	0	0	0	0	0	0	043,671	4243,~~836~~671	~~42,836~~
Total Liabilities and
Stockholders' Equity	$~~167~~190,~~102~~401	$6965,~~199~~338	$59,281	$5214,~~348~~216	$1314,~~225~~306	$1327,~~588~~553	$2646,~~245~~345	$45417,~~515~~440	~~$387,222~~
Interest Rate Sensitivity Gap	$1112,~~968~~572	($210,~~883~~015)	($15,857)	($166,~~353)~~030	$613,~~939~~794	($82,~~889~~959)	($13,~~953~~565)	($~~6,607)~~0	$0
Cumulative Interest Rate
Sensitivity Gap	$1112,~~968~~572	$92,~~084~~557	($13,300)	($7,~~269~~270)	($~~329)~~6,524	$83,~~560~~565	($~~6,607~~1)	$0
GAP / Assets	3.0901%	-02.7440%	-3.80%	-41.2244%	13.7930%	2-0.3071%	-0.5085%	~~-1.71%~~
Cumulative GAP / Assets	3.0901%	20.3561%	-3.19%	-1.8874%	-01.0956%	20.2185%	10.7100%	~~0.00%~~

19 20

Financial Instruments

     In the normal course of business the Company enters into agreements which, for accounting purposes, are considered off-balance sheet activities. These agreements are loans and lines of credit commitments to customers to extend credit at specified rates, duration, and purpose. The commitments adhere to normal lending policy, collateral requirements, and credit reviews. Available loan commitments at June 30, 2001 and 2000, were $22.7 million and $17.7 million, respectively. The Company had letters of credit of $706 thousand issued at June 30, 2001 and $458 thousand at June 30, 2000. Additionally, the Company has deposit customers who have credit lines available to them through their deposit accounts. At June 30, 2001 the available portion of these credit lines was $183 thousand compared to $274 thousand at June 30, 2000. These credit lines are immediately cancelable by the Company. The credit lines provide a source of income to the Company through service fees charged and interest earned on balances outstanding. The credit lines are reviewed regularly and do not pose a material credit risk to the Company. To date the Company does not have instruments outstanding that can be specifically described as financial guarantees which guarantee the performance of a customer to a third party other than the financial standby letters of credit described above. The Company also issues credit cards. The aggregate credit available was $7.3 million at June 30, 2001 and $5.6 million June 30, 2000. Applicants are reviewed through normal lending policies and credit reviews.

     The Bank and Schwegmann are not a party to financial instruments defined as interest rate exchange agreements, financial futures, or financial options. Therefore, the Bank is not exposed to the additional interest rate risk inherent in those instruments.

Allowance for Loan Losses

     The Allowance for Loan Losses was $4.9 million at June 30, 2001, or 1.88%, of loans outstanding. At June 30, 2000 the Allowance for Loan Losses was $4.1 million, or 1.72%, of loans outstanding. Net charge-offs (recoveries) were $47 thousand for the current quarter, versus $9 thousand for the same quarter of 2000. Gross charge-offs as a percentage of average loans were.06% and .00% in the second quarters of 2001 and 2000, respectively. Recoveries as a percentage of gross charge-offs for the current quarter were 24.2% versus 72.7% for the same quarter of 2000. For the six months ended June 30, 2001, net charge-offs (recoveries) were ($29) thousand, versus $464 thousand for the same period in 2000. Gross charge-offs as a percentage of average loans were .07% and .45%, respectively for the first six months of 2001 and 2000. Recoveries as a percentage of gross charge-offs were 121.8% and 8.7% for the six months ended June 30, 2001 and 2000, respectively.

     The Allowance for Loan Losses account represents amounts available for possible future losses based on modeling and management's evaluation of the loan portfolio. To ascertain the potential losses in the portfolio, management reviews past due loans on a monthly basis. Additionally, the loan review department performs an ongoing review of the loan portfolio. Loans are reviewed for compliance to the Bank's lending policy and the borrower's current financial condition and ability to meet scheduled repayment terms.

                                                                      21

The Bank maintains the balance in the Allowance for Loan Losses in order to accept any adverse loan relationships that have the potential to occur in the future. Loans classified as impaired or substandard are individually evaluated and specific portions of the allowance are allocated to each loan, based on collateral values and the present value of estimated cash flows. The remainder of the allowance is unallocated and is tested for adequacy by comparing its level to the non-impaired, non-substandard remainder of the loan portfolio multiplied by a model-generated "potential default" factor. The model analyzes various classes of loans by industry to determine the inherent default risk in each class. These risks are then quantified into potential default factors, which are applied to each class of loans in the Bank's portfolio. As the process applies the total "potential default'' factor to the non classified portion of the loan portfolio, it accounts for additional reserves necessary because of loan growth. Management also considers the uncertainty in estimating loan losses, including the possibility of improper risk ratings and specific reserve allocations, as well as the uncertainty in predicting the future performance of the economy in the Bank and Schwegmann's 's market ~~area~~areas. Non-performing Assets Non-performing assets include non-accrual loans, impaired loans, repossessions and other real estate. Generally, loans are considered non-accrual when the interest becomes 90 days past due or when there is uncertainty about the repayment of principal and interest in accordance with the terms of the loans. Loans past due 90 days and still accruing at ~~March~~June 3130, 2001 and 2000 were $~~263~~185 thousand and $~~194~~112 thousand, respectively. Impaired loans having recorded investments of $46.2 million at ~~March~~June 3130, 2001 compared to $5.30 million at ~~March~~June 3130, 2000 have been recognized in conformity with SFAS No. 114 as amended by SFAS No. 118. The total Allowance for Loan Losses related to these loans was $1.05 million at ~~March~~June 3130, 2001 compared to $~~1.1~~962 ~~million~~thousand at ~~March~~June 3130, 2000. Interest received on impaired loans amounted to $87257 thousand at ~~March~~June 3130, 2001 compared to $~~119~~207 thousand at ~~March~~June 3130, 2000. Non-accrual loans not included in impaired loans were immaterial at ~~March~~June 3130, 2001 and 2000. Other real estate is properties held for sale acquired through foreclosure or negotiated settlement of debt. Other real estate was $~~109~~113 thousand at ~~March~~June 3130, 2001 and $1980 thousand at the close of the ~~first~~second quarter of 2000. Repossessions are movable assets acquired through foreclosure or negotiated settlement of debt. There were no$18 thousand in repossessions at ~~March~~June 3130, 2001 and none at June 30, 2000. In the process of reviewing the loan portfolio, management acknowledges certain potential problem loans that are not classified as impaired, non-accrual, greater than 90 days delinquent, or restructured. Management does not ~~feel~~ believe that any of these potential problem loans are reasonably likely to have or will have a material effect on the Company's liquidity, capital resources, or results of operations. Regulatory Matters The Bank is subject to various capital requirements administered by the Federal Banking Agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly discretionary actions by regulators that, if undertaken, could have a material effect on the Bank's financial statements. Various regulations require the Bank to meet specific capital adequacy guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain ~~off-balance sheet items as calculated under regulatory accounting practices. The Bank's capital classification is also subject to~~ 21 22

undertaken, could have a material effect on the Bank's financial statements. Various regulations require the Bank to meet specific capital adequacy guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank's capital classification is also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios as set forth in the section entitled Capital Adequacy below. Management is unaware, regulatory or otherwise, of any known trends, events or uncertainties which are reasonably likely to have or will have a material effect on the Company's liquidity, capital resources, or results of operations. Capital Adequacy The strength of a company is in its capital, earnings history, asset quality, and management. Capital can be increased through the retention of earnings and the issuance of equity stock. Management feels the current trend of earnings and dividend distribution is sufficient to maintain its capital adequacy requirements. The Company and the Bank are required to maintain minimum amounts of capital to total risk-weighted assets, as defined by the regulators. The guidelines require total capital of 8.00%, half of which must be Tier 1 capital. The computation of risk-weighted ratios follow the transitional rule, which currently does not include the unrealized gain (loss) on securities available for sale in Tier 1 capital. The leverage ratio consists of Tier 1 capital as a percentage of average total assets. The minimum leverage ratio for all banks and bank holding companies is 3.00%. This minimum ratio is dependent upon the strength of the individual bank or holding company and may be increased by regulatory authorities on an individual basis. The 3.00% minimum was established to make certain that all banks have a minimum capital level to support their assets, regardless of risk profile. As shown in the table "Capital Adequacy Ratios" below, the Company's ratios for the reporting periods exceed regulatory minimums. ~~Capital adequacy ratios for the "Bank only" are not materially different.~~ 22 23

Capital Adequacy Ratios
In Thousands			~~March~~June 3130,	December 31,	~~March~~June 3130,
			2001	2000	2000
Tier 1 Capital:
Stockholders' Equity			$41,~~415~~550	$41,099	$3940,~~541~~047
Tier 2 Capital:
Allowance for Loan Losses			23,~~918~~179	2,847	2,~~679~~800
Total Capital			$44,~~333~~729	$43,946	$42,~~220~~847
Risk-Weighted Ratios:
Tier 1 Capital			1716.92%	18.2%	18.60%
Total Capital			1917.14%	19.4%	19.82%
Leverage Ratio			1110.06%	11.0%	11.20%
Stockholders' Equity			10.70%	11.0%	11.0%
Regulatory Risk-Based Capitalization Requirements
				Significantly	Critically
	Well	Adequately	Under	Under	Under
	Capitalized	Capitalized	Capitalized	Capitalized	Capitalized
Risk-Weighted Ratios:
Tier 1 Capital	6.0%	4.0%	< 4.0%	< 3.0%
Total Capital	10.0%	8.0%	< 8.0%	< 6.0%
Leverage Ratio	5.0%	4.0%	< 4.0%	< 3.0%	<= 2.0%	Tangible
						Equity

Its Board of Directors determines the Company's dividend policy. The current policy is to maintain dividends at a level which ensures that the Company is able to maintain sufficient regulatory capital levels. The Company's primary source of funds is the dividends received from the Bank. Under current dividend limitations, the Bank could pay, without regulatory approval, dividends of approximately $42.81 million. This number is less than the trend of prior periods because of the special $2.6 million dividend paid by the bank to the Company to fund the Schwegmann purchase. The Company carries no debt; therefore future liquidity needs are limited to the payment of any declared dividends. Should a regulatory agency limit the Bank from paying dividends, the Company maintains sufficient liquidity to maintain its operations. 23 24

AVERAGE BALANCE SHEETS AND INTEREST RATE ANALYSIS
In thousands
	First Quarter 2001			Fourth Quarter 2000				First Quarter 2000
	Second Quarter 2001			First Quarter 2001			Second Quarter 2000
	AVERAGE	INCOME/	YIELD/	AVERAGE	INCOME/	~~INCOME~~YIELD/	~~YIELD/~~AVERAGE	~~AVERAGE~~INCOME/	YIELD/	~~INCOME/~~	~~YIELD/~~
	BALANCE	EXPENSE	RATE	BALANCE	EXPENSE	~~EXPENSE~~RATE	~~RATE~~BALANCE	~~BALANCE~~EXPENSE	RATE	~~EXPENSE~~	~~RATE~~
Assets
Interest Bearing Deposit Accounts	$3,683	$63	6.96%	$5,870		118	7.98%	$2,898		$48	6.66%
Interest-Bearing Deposit Accounts	$2,564	$36.7	5.74%	$3,683	$63.0	6.96%	$1,802	$28.0	6.23%
Federal Funds Sold and Securities
Federal Funds Sold and Securities Purchased under Resale Agreements
Purchased under Resale Agreements	14,286	192	5.45%	11,274		196	6.90%	11,092		151	5.48%
	17,095	$189.1	4.44%	14,286	$192.0	5.45%	7,860	$125.4	6.40%
Securities:
Taxable	7680,~~696~~436	$1,~~217~~238.2	6.4317%	7976,~~122~~696	$1,217.0	~~1,221~~6.43%	~~6.12%~~84,813	82$1,~~478~~262.8	5.97%	~~1,178~~	~~5.74%~~
Non-Taxable*	1417,~~629~~446	~~287~~$341.2	7.9784%	1014,~~995~~629	$287.0	~~215~~7.97%	~~7.76%~~9,671	~~9,327~~$188.2	7.80%	~~185~~	~~7.98%~~
Other Equity Securities	1,~~376~~443	23$18.3	65.7009%	1,~~355~~376	$23.0	216.80%	~~6.15%~~1,286	~~1,199~~$17.6	5.49%	18	~~6.04%~~
Loans - Net	~~237~~245,~~003~~094	$5,~~283~~408.4	98.0485%	237,~~585~~003	$5,283.0	~~5,351~~9.04%	~~8.94%~~230,549	~~219~~$5,~~049~~078.0	8.83%	~~4,786~~	~~8.79%~~
Total Earning Assets	~~347~~$364,~~673~~078	$7,~~065~~231.9	87.2497%	~~346~~347,~~201~~673	$7,065.0	~~$7,122~~8.24%	~~8.16%~~335,981	~~326~~$6,~~043~~700.0	8.00%	~~$6,366~~	~~7.85%~~
Allowance for Loan Losses	(4,~~566~~703)			(4,~~349~~566)			(3,923)	~~(4,153)~~
Nonearning Assets	3234,~~678~~586			3332,~~068~~678			30,361	~~31,056~~
Total Assets	$~~375~~393,~~785~~961			$~~374~~375,~~920~~785			$362,419	~~$352,946~~
Liabilities and Stockholders' Equity
NOW Accounts	$2425,~~498~~419	$~~120~~117.6	1.9986%	$2124,~~326~~498	$120.0	~~$115~~1.99%	~~2.14%~~$22,442	$~~22,912~~120.6	2.16%	~~$117~~	~~2.05%~~
Savings Accounts	3033,~~349~~464	~~189~~$208.0	2.5349%	30,~~137~~349	$189.0	~~192~~2.53%	~~2.53%~~32,366	~~32,193~~$203.8	2.53%	~~203~~	~~2.54%~~
Money Market Deposit Accounts	7170,~~191~~875	~~632~~$260.4	31.6047%	7271,~~716~~191	$632.0	~~771~~3.60%	~~4.21%~~68,960	~~69,544~~$681.7	3.97%	~~657~~	~~3.80%~~
Certificates of Deposits less than $100,000	~~118~~126,~~191~~048	$1,~~659~~951.6	56.6921%	~~117~~118,~~789~~191	$1,659.0	~~1,632~~5.69%	~~5.50%~~108,685	~~105~~$1,~~915~~347.8	4.97%	~~1,264~~	~~4.80%~~
Certificates of Deposits greater than $100,000	2628,~~020~~586	~~369~~$391.0	5.7549%	2526,~~330~~020	$369.0	~~364~~5.75%	~~5.70%~~23,339	~~20,751~~$292.9	5.03%	~~251~~	~~4.86%~~
Total Interest Bearing Deposits	270,249	2,969	4.46%	267,298		3,074	4.56%	251,315		2,492	3.99%
Total Interest-Bearing Deposits	284,392	$2,928.6	4.13%	270,249	$2,969.0	4.46%	255,792	$2,646.8	4.15%
Other Borrowings	1,~~184~~130	18$17.0	6.0403%	1,~~237~~184	$18.0	196.17%	~~6.09%~~3,523	~~1,392~~$55.2	6.28%	21	~~6.07%~~
Total Interest Bearing Liabilities	271,433	$2,987	4.46%	268,535		$3,093	4.57%	252,707		$2,513	4.00%
Total Interest-Bearing Liabilities	285,522	$2,945.6	4.14%	271,433	$2,987.0	4.46%	259,315	$2,702.0	4.18%
Noninterest Bearing Deposits	60,640			62,555				58,817
Non Interest-Bearing Deposits	62,868			60,640			60,833
Other Liabilities	12,~~809~~197			21,~~226~~809			1,774	~~1,454~~
Stockholders' Equity	4143,~~903~~374			41,~~604~~903			40,497	~~39,968~~
Total Liabilities and Stockholders' Equity	$~~375~~393,~~785~~961			$~~374~~375,~~920~~785			$362,419	~~$352,946~~
Net Interest Income - Tax Equivalent Basis*		$4,~~078~~286.3			$4,078.0	~~$4,029~~		$3,998.0		~~$3,853~~
Tax Equivalent Adjustment		(98$116.0)			($97.6)	~~(73)~~		($64.0)		~~(63)~~
Net Interest Income		$34,~~981~~170.3			$3,980.4	~~$3,956~~		$3,934.0		~~$3,790~~
Net Interest Income - Spread*			3.7883%			3.78%	~~3.59%~~		3.82%		~~3.85%~~
Net Interest Income as a % of Total Earning Assets*			4.7672%			4.76%	~~4.62%~~		4.77%		~~4.75%~~
*Tax Equivalent Basis - 34% Rate for the periods dated

AVERAGE BALANCE SHEETS AND INTEREST RATE ANALYSIS
In thousands
	Six Months Ended			Six Months Ended
	June 30, 2001			June 30, 2000
	AVERAGE	INCOME/	YIELD/	AVERAGE	INCOME/	YIELD/
	BALANCE	EXPENSE	RATE	BALANCE	EXPENSE	RATE
Assets
Interest-Bearing Deposit Accounts	$3,121	$99.9	6.46%	$2,350	$75.9	6.50%
Federal Funds Sold and Securities
Purchased under Resale Agreements	15,693	$381.2	4.90%	9,476	$276.6	5.87%
Securities:
Taxable	78,575	$2,455.0	6.30%	83,645	$2,441.0	5.87%
Non-Taxable*	16,045	$628.6	7.90%	9,499	$372.7	7.89%
Other Equity Securities	1,409	$41.0	5.87%	1,242	$35.5	5.75%
Loans - Net	241,050	$10,692.0	8.94%	224,799	$9,864.0	8.82%
Total Earning Assets	355,893	$14,297.7	8.10%	331,011	$13,065.7	7.94%
Allowance for Loan Losses	(4,637)			(4,038)
Nonearning Assets	33,489			30,465
Total Assets	$384,745			$357,438

Liabilities and Stockholders' Equity
NOW Accounts	$24,954	$237.8	1.92%	22,676	$237.9	2.11%
Savings Accounts	31,911	$397.3	2.51%	32,279	$406.4	2.53%
Money Market Deposit Accounts	71,031	$1,131.9	3.21%	69,252	$1,339.3	3.89%
Certificates of Deposits less than $100,000	122,319	$3,370.6	5.56%	107,821	$2,616.9	4.88%
Certificates of Deposits greater than $100,000	27,303	$760.1	5.61%	22,045	$541.4	4.94%
Total Interest-Bearing Deposits	277,518	$5,897.7	4.29%	254,073	$5,141.9	4.07%
Other Borrowings	1,157	$34.7	6.05%	2,458	$73.1	5.98%
Total Interest-Bearing Liabilities	278,675	$5,932.4	4.29%	256,531	$5,215.0	4.09%
Non Interest-Bearing Deposits	61,573			59,306
Other Liabilities	2,007			1,614
Stockholders' Equity	42,490			39,987
Total Liabilities and Stockholders' Equity	$384,745			$357,438

Net Interest Income - Tax Equivalent Basis*		$8,365.3			$7,850.7
Tax Equivalent Adjustment		($213.7)			($126.7)
Net Interest Income		$8,151.6			$7,724.0

Net Interest Income - Spread*			3.81%			3.85%

Net Interest Income as a % of Total Earning Assets*			4.74%			4.77%
*Tax Equivalent Basis - 34% Rate for the periods dated

INTEREST DIFFERENTIALS
In thousands
	First Quarter 2001			First Quarter 2001
	vs			vs
	Fourth Quarter 2000			First Quarter 2000
	Change due to		Total	Change due to		Total
	Volume	Rate	Change	Volume	Rate	Change
Interest Earning Assets:
Interest Bearing Deposit Accounts	($44)	($11)	($55)	$13	$2	$15
Federal Funds Sold	52	(56)	(4)	44	(3)	41
Securities:
Taxable	(37)	33	(4)	(83)	122	39
Non-Taxable*	71	1	72	105	(3)	102
Other Equity Securities	1	1	2	3	2	5
Loans	(13)	(55)	(68)	393	104	497
Total Interest Income	$30	($87)	($57)	$475	$224	$699
Interest Bearing Liabilities:
NOW Accounts	17	(12)	5	8	(5)	3
Savings Accounts	1	(4)	(3)	(12)	(2)	(14)
Money Market Deposit Accounts	(16)	(123)	(139)	16	(41)	(25)
Certificates of Deposits less than $100,000	6	21	27	147	249	396
Certificates of Deposits greater than $100,000	10	(5)	5	64	54	118
Other Borrowings	0	(1)	(1)	(3)	0	(3)
Total Interest Expense	$18	($124)	($106)	$220	$255	$475
Increase (Decrease) in
Interest Differential	$12	$37	$49	$255	($31)	$224
*Tax Equivalent Basis - 34% Rate for the periods dated

INTEREST DIFFERENTIALS
In thousands
								Six Months Ended
	Second Quarter 2001			Second Quarter 2001				June 30, 2001
	vs			vs				vs
	First Quarter 2001			Second Quarter 2000				June 30, 2000
	Change due to		Total		Change due to		Total		Change due to		Total
	Volume	Rate	Change		Volume	Rate	Change		Volume	Rate	Change

Interest Earning Assets:
Interest-Bearing Deposit Accounts	($19.1)	($7.2)	($26.3)		$11.8	($3.1)	$8.7		$24.9	($0.9)	$24.0
Federal Funds Sold	37.7	(40.6)	(2.9)		147.3	(83.6)	63.7		181.5	(76.9)	104.6
Securities:
Taxable	58.3	(37.1)	21.2		(65.2)	40.6	(24.6)		(148.0)	162.0	14.0
Non-Taxable*	55.5	(1.3)	54.2		151.0	2.0	153.0		256.8	(0.9)	255.9
Other Equity Securities	1.2	(5.9)	(4.7)		2.1	(1.4)	0.7		4.8	0.7	5.5
Loans	180.3	(54.9)	125.4		320.4	10.0	330.4		713.1	114.9	828.0
Total Interest Income	313.9	(147.0)	166.9		567.4	(35.5)	531.9		1,033.1	198.9	1,232.0

Interest-Bearing Liabilities:
NOW Accounts	4.5	(6.9)	(2.4)		16.0	(19.0)	(3.0)		23.9	(24.0)	(0.1)
Savings Accounts	19.4	(0.4)	19.0		6.9	(2.7)	4.2		(4.6)	(4.5)	(9.1)
Money Market Deposit Accounts	(2.8)	(368.8)	(371.6)		18.9	(440.2)	(421.3)		34.4	(241.8)	(207.4)
Certificates of Deposits less than $100,000	110.3	182.3	292.6		215.3	388.5	603.8		351.9	401.8	753.7
Certificates of Deposits greater than $100,000	36.4	(14.4)	22.0		65.8	32.3	98.1		129.1	89.6	218.7
Other Borrowings	(0.8)	(0.2)	(1.0)		(37.5)	(0.7)	(38.2)		(38.7)	0.3	(38.4)
Total Interest Expense	167.0	(208.4)	(41.4)		285.5	(41.9)	243.6		496.0	221.4	717.4
Increase (Decrease) in Interest Differential
	$147.0	$61.3	$208.3		$281.9	$6.4	$288.3		$537.1	($22.5)	$514.6

*Tax Equivalent Basis - 34% Rate for the periods dated

Part II

Item 1. Legal Proceedings

     During the normal course of business, the Company is involved in various legal proceedings. In the opinion of management and counsel, any liability resulting from such proceedings would not have a material adverse effect on the Company's financial statements.

Item 4. Submission of Matters to a Vote of Security Holders

     At the annual shareholders' meeting of the Company held on April 25, 2001, the following matters were submitted for a vote:

     (1) Election of Directors.

         (a)  The election of three (3) Class I directors to serve until the 2004 Annual Meeting of               Shareholders and until their successors are elected and qualified.

Set out below is the list of nominees submitted to the shareholders for approval as directors as well as the resulting votes that were cast:

Name	Total Votes For	Total Votes Against	Total Votes Abstaining
Craig G. Brazan	2,114,419	0	978
Michael J. Cazenave	2,114,419	0	978
Dean T. Falgoust	2,114,419	0	978

Set out below is a list of directors whose term of office continued after the meeting:

Name	Class	Year of Term Expiration
Steven G. Cazenave	II	2002
Preston L. Falgoust	II	2002
Marcel T. Graugnard, Jr.	II	2002
Ozane J. Gravois, III	II	2002
Debra Dufresne Vial	II	2002
Frank J. Bourgeois	III	2003
A. Earle Cefalu, Jr.	III	2003
Gloria A. Kliebert	III	2003
Anthony J. Nobile	III	2003
Carl J. Poche, M.D.	III	2003

tem 5. Other Information

     None

Item 6. Exhibits and Reports on Form 8-K

     (b)  Reports on Form 8-K

     None.

                                                                      28

Management's Responsibility for Financial Reporting

     The management of One American Corp. and Subsidiaries is responsible for the preparation of the financial statements, related financial data, and other information in this quarterly report. The financial statements are prepared in accordance with generally accepted accounting principles and include some amounts that are necessarily based on management's informed estimates and judgments, with consideration given to materiality. All financial information contained in this quarterly report is consistent with that in the financial statements.

     Management fulfills its responsibility for the integrity, objectivity, consistency, and fair presentation of the financial statements and financial information through an accounting system and related internal accounting controls that are designed to provide reasonable assurance that assets are safeguarded and transactions are authorized and recorded in accordance with established policies and procedures. The concept of reasonable assurance is based on the recognition that the cost of a system of internal accounting controls should not exceed the related benefits. As an integral part of the system of internal accounting controls, One American Corp. and Subsidiaries has a professional staff who monitors compliance with and assesses the effectiveness of the system of internal accounting controls and coordinates audit coverage with the independent public accountant.

     The Audit Committee of the Board of Directors, composed solely of outside directors, meets periodically with management, and the independent public accountant to review matters relating to financial reporting, internal accounting control and the nature, extent and results of the audit effort. The independent public accountant has direct access to the Audit Committee with or without the presence of management.

     The financial statements as of December 31, 2000 were examined by Hannis T. Bourgeois, L L P, independent public accountants, who rendered an independent professional opinion. The financial statements as of June 30, 2001 were reviewed by Hannis T. Bourgeois, L L P.

                                                                      29

Independent Accountant's Report

July 31, 2001

To the Shareholders and Board of Directors
One American Corp. and Subsidiaries
Vacherie, Louisiana

     We have reviewed the accompanying Consolidated Balance Sheets of One American Corp. and Subsidiaries as of June 30, 2001 and 2000 , the related Consolidated Statements of Income for the three and six month periods then ended, and the related Changes in Stockholders' Equity and Cash Flows for the six month periods then ended.

     We previously audited and expressed our unqualified opinion in our report dated January 18, 2001 on the Consolidated Balance Sheet of One American Corp. and Subsidiaries as of December 31, 2000.

     We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of obtaining an understanding of the system for the preparation of interim financial information, applying analytical review procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an examination in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

     Based on our reviews, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements for them to be in conformity with generally accepted accounting principles.

Respectfully submitted,

/s/ Hannis T. Bourgeois, LLP
HANNIS T. BOURGEOIS, LLP
Baton Rouge, Louisiana

                                                                      30

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. One American Corp. By: \/s\/ Frank J. Bourgeois Frank J. Bourgeois, President ~~May~~ August 10, 2001 Date 29 31

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