SECURITIES AND EXCHANGE COMMISSION

			  Washington, D.C.  20549


			       Form 10-KSB


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


	      For the fiscal year ended December 31, 2002

				    OR

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


		    Commission file number 2-91000-FW


			 MIDSOUTH BANCORP, INC.
	 (Exact name of registrant as specified in its charter)

	      Louisiana                           72-1020809
     (State or other jurisdiction of           (I.R.S. Employer
      incorporation or organization)          Identification No.)

   102 Versailles Blvd., Lafayette, LA               70501
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code      (337) 237-8343

	Securities registered pursuant to Section 12(b) of the Act:
     Title of each class         Name of each exchange on which registered
 Common Stock, $.10 par value            American Stock Exchange, Inc.

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


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 by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or
any amendment to this Form 10-KSB __X__

Total revenues for the year ended December 31, 2002 were
$24,337,946.

As of February 28, 2003,  the aggregate market value of the
voting stock held by non-affiliates of the Registrant,
calculated by reference to the closing sale price of MidSouth's
common stock on the AMEX was $28,440,044.  As of
February 28, 2003 there were outstanding 2,901,142 shares of
MidSouth Bancorp, Inc. common stock, $.10 par value, which
stock is the only class of the Registrant's common stock.

		  DOCUMENTS INCORPORATED BY REFERENCE
	Proxy Statement for Annual Meeting of Shareholders to be
		     held May 27, 2003 - (Part III)



				PART I




ITEM 1 - Business.

The Company

     MidSouth Bancorp, Inc. ("MidSouth") is a
Louisiana corporation registered as a bank holding
company under the Bank Holding Company Act of
1956.  Its operations are conducted through, and its
primary asset is, MidSouth Bank, N.A. (the
"Bank"), a wholly-owned subsidiary.  MidSouth is
currently liquidating a second subsidiary,  Financial
Services of the South, Inc. (the "Finance
Company"). MidSouth, the Bank and the Finance
Company are referred to collectively herein as "the
Company."

The Bank

     The Bank is a national banking association
domiciled in Lafayette, Louisiana.  The Bank
provides a broad range of commercial and retail
banking services primarily to professional,
commercial and industrial customers in its market
area. These services include, but are not limited to,
interest bearing and non-interest bearing checking
accounts, investment accounts, credit card services,
and loan products.   The Bank is an U.S.
government depository and is also a member of the
Pulse network which provides its customers with
automatic teller machine services through the
GulfNet, Cirrus and Plus networks.  Membership in
the Community Cash Network provides MidSouth's
customers with additional access throughout the
Greater New Orleans area with no surcharge.  The
Bank operates at the nineteen locations described
below under "Item 2 - Properties."

Employees

     As of December 31, 2002, the Bank employed
212 full-time equivalent
employees and the Finance Company had no
employees.  MidSouth has no employees who are
not also employees of the Bank.  Through the Bank,
employees receive employee benefits, which
include an employee stock ownership plan, a 401-K
plan and life, health and disability insurance plans.
MidSouth considers the relationships of the Bank
with their employees to be very good.

Competition

     The Bank faces keen competition in its market
area not only with other commercial banks, but also
with savings and loan associations, credit unions,
finance companies, mortgage companies, leasing
companies, insurance companies, money market
mutual funds and brokerage houses.  Several of the
banks in the Lafayette area are subsidiaries of
holding companies or branches of banks having far
greater resources than the Company.

     Louisiana state banks may establish branch
offices statewide, and national banks domiciled in
Louisiana have the power to establish branches to
the full extent that Louisiana banks may establish
branches.  Since 1989, Louisiana has allowed bank
holding companies domiciled in any state of the
United States to acquire Louisiana banks and bank
holding companies, if the state in which the bank
holding company is domiciled allows Louisiana
banks and bank holding companies the same
opportunities.

     In 1994, the Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Act") was
enacted.  Among other things, the Interstate Act (i)
allows bank holding companies to acquire a bank






located in any state, subject to certain limitations
that may be imposed by the state, (ii) allows banks
to merge across state lines,  and (iii) permits banks
to establish branches outside their state of domicile
if expressly permitted by the law of the state in
which the branch is to be located.  In 1995, the
Louisiana legislature enacted legislation permitting
out of state bank holding companies after June 1,
1997 to convert any banks owned in Louisiana into
branches of out of state banks owned by such
holding companies, subject to certain limitations.

Supervision and Regulation - Bank Holding Companies

General.  As a bank holding company, MidSouth is
subject to the Bank Holding Company Act of 1956
(the "Act") and is supervised by the Board of
Governors of the Federal Reserve System (the
"Federal Reserve Board").  The Act requires
MidSouth to file periodic reports with the Federal
Reserve Board and subjects MidSouth to regulation
and examination by the Federal Reserve Board.
The Act also requires MidSouth to obtain the prior
approval of the Federal Reserve Board for
acquisitions of substantially all of the assets of any
bank or bank holding company or more than 5% of
the voting shares of any bank or bank holding
company.  The Act prohibits MidSouth from
engaging in any business other than banking or
bank-related activities specifically allowed by the
Federal Reserve Board and from engaging in certain
tie-in arrangements in connection with any
extension of credit or provision of any property or
services.

Sarbanes-Oxley Act of 2002.  Signed into law on
July 30, 2002, the Sarbanes-Oxley Act of 2002 (the
"Act") addresses many aspects of corporate
governance and financial accounting and disclosure.
 Primarily, it provides a framework for the oversight
of public company auditing and for insuring the
independence of auditors and audit committees.
Under the Act, audit committees are responsible for
the appointment, compensation and oversight of the
work of external and internal auditors.  The Act also
provides for enhanced and accelerated financial
disclosures and establishes certification
requirements for a company's chief executive and
chief financial officers and imposes new restrictions
on and accelerated reporting of certain insider
trading activities.  Significant penalties for fraud
and other violations are included in the Act.

Gramm-Leach-Bliley Act.  This financial services
reform legislation proves for three basic changes:
1) repeal of certain provisions of the Glass Steagall
Act to permit commercial banks to affiliate with
investment banks, 2) modification of the Bank
Holding Company Act of 1956 to permit companies
that own commercial banks to engage in any type of
financial activity, and 3) allows subsidiaries of
banks to engage in a broad range of financial
activities beyond those permitted for banks
themselves.  As a result, banks, securities firms, and
insurance companies will be able to combine much
more readily.  The legislation also includes
important provisions regarding privacy of customer
information; increased access to the Federal Home
Loan Bank System by community banks; and
significant changes to the requirements of the
Community Reinvestment Act.

Under provisions of the legislation, two new types
of regulated entities are authorized to engage in a
broad range of financial activities much more
extensive that those of standard holding companies.






A "financial holding company" can engage in all
newly-authorized activities and is simply a bank
holding company whose depository institutions are
well-capitalized, well-managed, and has a CRA
rating of "satisfactory" or better.   A "financial
subsidiary" is a direct subsidiary of a bank that
satisfies the same conditions as a `financial holding
company"plus several more.  The "financial
subsidiary" can engage in most of the newly-
authorized activities, which are defined as
securities, insurance, merchant banking/equity
investment, "financial in nature," and
"complementary" activities.

The legislation also defines the concept of
"functional supervision", meaning similar activities
should be regulated by the same regulator, with the
Federal Reserve Board serving as an "umbrella"
supervisory authority over bank and financial
holding companies.

While this legislation created new opportunities for
the Company to offer expanded services to its
customer base in the future, the Company has not
yet determined the nature of the expanded services
or when the services will be offered.

Capital Adequacy Requirements.  The Federal
Reserve Board monitors the capital adequacy of
bank holding companies through the use of a
combination of risk-based capital guidelines and
leverage ratios.  Risk-based capital requirements are
intended to make regulatory capital more sensitive
to the risk profile of a company's assets.  Certain
off-balance sheet items, such as letters of credit and
unused lines of credit, are also assigned risk-
weights and included in the risk-based capital
calculations.  The guidelines require a minimum
ratio of total qualifying capital to total risk-
weighted assets of 8.0%, of which 4.0% must be in
the form of Tier 1 capital.  At December 31, 2002,
the Company's ratios of Tier 1 and total capital to
risk-weighted assets were 12.57% and 13.71%,
respectively.  MidSouth's leverage ratio (Tier 1
capital to total average adjusted assets) was 8.45%
at December 31, 2002.  All three regulatory capital
ratios for the Company exceeded regulatory
minimums at December 31, 2002.

Supervision and Regulation - National Banks

General.  As a national banking association, the
Bank is supervised and regulated by the Office of
the Comptroller of the Currency (its primary
regulatory authority), the Federal Reserve Board
and the Federal Insurance Deposit Corporation.
Under Section 23A of the Federal Reserve Act, the
Bank is restricted in extending credit to or making
investments in MidSouth and other affiliates
defined in that act.  National banks are required by
the National Bank Act to adhere to branch banking
laws applicable to state banks in the states in which
they are located and are limited as to powers,
locations and other matters of applicable federal
law.

Capital Adequacy Requirements.  A national bank is
subject to regulatory 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 direct material effect on a
bank's financial statements.  Under capital adequacy
guidelines and the regulatory framework for prompt
corrective action, a bank must meet specific capital
guidelines that involve quantitative measures of the
bank's assets, liabilities, and certain off-balance-
sheet items as calculated under regulatory
accounting practices.  As of December 31, 2002, the
most recent notification from the FDIC categorized
the Bank as "well capitalized" under the regulatory
framework for prompt corrective action.  To be
categorized as "well capitalized," the Bank must
maintain a minimum of total risk-based capital and







Tier 1 capital to risk-weighted assets of 10% and
6%, respectively, and a minimum leverage ratio of
5%.  All three regulatory capital ratios for the Bank
exceeded these minimums at December 31, 2002.

  Governmental Policies

The operations of financial institutions may be
affected by legislative changes and by the policies
of various regulatory authorities.  In particular, bank
holding companies and their subsidiaries are
affected by the credit policies of the Federal
Reserve Board.  An important function of the
Federal Reserve Board is to regulate the national
supply of bank credit.  Among the instruments of
monetary policy used by the Federal Reserve Board
to implement its objectives are open market
operations in United States Government securities,
changes in the discount rate on bank borrowings
and changes in reserve requirements on bank
deposits.  These policies have significant effects on
the overall growth and profitability of the loan,
investment and deposit portfolios.  The general
effects of such policies upon future operations
cannot be accurately predicted.

ITEM 2 - Properties.

The Bank leases its principal executive and
administrative offices and principal banking facility
in Lafayette, Louisiana under a twenty-year lease
expiring December 31, 2011.  The Bank has six
other banking offices in Lafayette, Louisiana, three
in New Iberia and one banking office in each of
Breaux Bridge, Cecilia, Jeanerette, Opelousas,
Morgan City, Jennings, Lake Charles, and Sulphur
Louisiana.  Thirteen of these offices are owned and
five are leased.  MidSouth also leases space for a
banking office opened in Thibodaux,
Louisiana during the fourth quarter of 1999.

ITEM 3 - Legal Proceedings.

The Bank has been named as a defendant in
various legal actions arising from normal business
activities in which damages of various amounts are
claimed.  While the amount, if any, of ultimate
liability with respect to such matters cannot be
determined, management believes, after consulting
with legal counsel, that any such liability will not
have a material adverse effect on the Company's
consolidated financial position, results of operation,
or cash flows.

ITEM 4 - Submission of Matters to a Vote of Security Holders.
     No matters were submitted to a vote of
MidSouth's security holders in the fourth quarter of
2002.

Executive Officers of the Registrant

C. R. Cloutier, 55 - President, Chief Executive
Officer and Director of MidSouth and the Bank for
more that the past five years.

Karen L. Hail, 49 - Senior Executive Vice
President and Chief Operations Officer and Director
of the Bank, and Chief Financial Officer and
Secretary and Treasurer and Director of MidSouth
for more than the past five years.

Donald R. Landry, 46 - Senior Vice President
and Senior Loan Officer of the Bank for more than






the past five years and named Executive Vice
President in 2002.

Jennifer S. Fontenot, 48 - Senior Vice President
for more than the past five years and named
Chief Information Officer of the Bank in 2002.

Dwight Utz, 49  - Senior Vice President of Retail
Banking since 2001; prior to his employment at the
Bank, Mr. Utz was a Corporate Vice President for
PNC Bank Corporation in Pittsburgh, Pennsylvania.

Teri S. Stelly, 43 - Senior Vice President and
Controller of MidSouth for more than the past five
years and named Chief Financial Officer
of the Bank in 2002.

Christopher J. Levanti, 36 - Joined MidSouth as
Senior Vice President of Credit Administration in
2002; prior to his employment at the Bank, Mr.
Levanti was Senior Credit Manager at First Data
Merchant Services in Melville, New York.


David L. Majkowski, 52  - Vice President and
Loan review officer of the Bank since 1997; Loan
review officer of the Bank since 1995.


     All executive officers of the Company are
appointed for one year terms expiring at the first
meeting of the Board of Directors after the annual
shareholders meeting next succeeding his or her
election and until his or her successor is elected and
qualified.

		       PART II

ITEM 5 - Market for Registrant's Common Stock and
	 Related Stockholder Matters.

     As of December 31, 2002, there were 631
common shareholders of record.  MidSouth's
Common Stock is listed on the American Stock
Exchange under the symbol "MSL."  The high and
low sales prices for the past eight quarters are
provided in the Selected Quarterly Financial Data
tables included with this filing under Item 7 and is
incorporated herein by reference.

     MidSouth has paid quarterly cash dividends of
$.05 per common share since 1998.   It is the
intention of the Board of Directors of MidSouth to
continue paying quarterly dividends on the common
stock at a rate of $.05 per share.  A Special
Dividend of $.05 per common share was paid in
addition to the regular $.05 dividend for the fourth
quarter of 2002.  Restrictions on the Company's
ability to pay dividends is described in Item 7 below
under the heading "Liquidity - Dividends" and in
Note 13 of notes to the Company's consolidated
financial statements.

     Details regarding the Company's stock option
plans are included in Note 12 of notes to the
Company's consolidated financial statements.








						       FIVE-YEAR SUMMARY OF SELECTED
							CONSOLIDATED FINANCIAL DATA

							  Year Ended December 31,
				_______________________________________________________________________

				    2002           2001           2000           1999           1998
				___________    ___________    ___________    ___________    ___________
                                                                             
Gross interest income           $24,125,789    $26,424,027    $24,449,115    $21,072,733    $18,755,764
Interest expense                 (6,709,231)   (10,408,926)    (9,787,165)    (7,888,351)    (6,931,556)
				___________    ___________    ___________    ___________    ___________

Net interest income              17,416,558     16,015,101     14,661,950     13,184,382     11,824,208

Provision for loan losses        (1,398,250)    (2,176,224)      (897,038)      (906,950)      (999,950)

Other operating income            6,921,388      5,432,859      4,582,995      3,980,496      3,486,937
Other expenses                  (17,082,360)   (15,462,472)   (14,501,566)   (12,740,307)   (11,023,245)
				___________    ___________    ___________    ___________    ___________

Income before income taxes        5,857,336      3,809,264      3,846,341      3,517,621      3,287,950

Provision for income taxes       (1,428,253)      (866,105)      (951,204)      (867,417)      (842,167)
				___________    ___________    ___________    ___________    ___________

Net Income                        4,429,083      2,943,159      2,895,137      2,650,204      2,445,783

Preferred stock dividend
  requirement                        -        (52,751)      (246,024)      (131,582)      (148,971)
				___________    ___________    ___________    ___________    ___________

Net income available to
  common shareholders            $4,429,083     $2,890,408     $2,649,113     $2,518,622     $2,296,812
				===========    ===========    ===========    ===========    ===========

Basic earnings per share              $1.53          $1.08          $1.07          $1.03          $0.95
Diluted earnings per share            $1.50          $1.00          $0.95          $0.90          $0.83

Total loans                    $227,052,226   $214,390,121   $204,584,860   $170,468,733   $155,477,263
Total assets                    382,686,993    363,779,863    346,373,433    276,723,841    249,818,268
Total deposits                  343,474,846    330,577,458    319,547,205    251,690,206    229,924,302
Cash dividends on common stock      725,286        547,966        501,443        492,415        434,334
Long-term obligations        7,568,030      8,431,000      4,650,968      3,459,097      3,503,668

Selected ratios:
Loans to assets                       59.33%         58.93%         59.06%         61.60%         62.24%
Loans to deposits                     66.10%         64.85%         64.02%         67.73%         67.62%
Deposits to assets                    89.75%         90.87%         92.26%         90.95%         92.04%
Return on average assets               1.20%          0.85%          0.98%          0.97%          1.04%
Return on average common
  equity                         17.59%         14.04%         17.70%         17.45%         19.16%


       A $107,250 charge resulting from the retirement of 11,000 shares
	    of MidSouth Bancorp, Inc. Series A Preferred Stock is included
	    in the amount recorded as preferred dividends for the year ended
	    December 31, 2000.  On August 1, 2001, MidSouth completed the
	    redemption of its Series A Preferred Stock.  Only 3,527 shares
	    had not been converted to MidSouth Common Stock as of
	    July 26, 2001, the final day for converting.  The remaining
	    3,527 Preferred Shares were redeemed at a Redemption Price of
	    $14.33 per share.
       On February 21, 2001, MidSouth completed the issuance of
	    $7,000,000 of junior subordinated debentures.  For regulatory
	    puposes, these funds qualify as Tier 1 Capital.  For financial
	    reporting purposes, these funds are included as a liability
	    under generally accepted accounting principles.
       Return on average common equity is calculated before the effect
	    of the $107,250 charge related to the retirement of 11,000
	    shares of preferred stock for the year ended December 31, 2000.




   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

MidSouth Bancorp, Inc.  ("MidSouth") is a one-bank holding
company that conducts substantially all of its business through
its wholly-owned subsidiary, MidSouth Bank, N. A. (the
"Bank").  A second subsidiary, Financial Services of the South,
Inc. (the "Finance Company") is in the process of liquidating its
loan portfolio by accepting payments on existing loans with no
new loans being made.  Following is management's discussion
of factors that management believes are among those necessary
for an understanding of MidSouth's financial statements.  The
discussion should be read in conjunction with MidSouth's
consolidated financial statements and the notes thereto
presented herein.

OVERVIEW

Net income for the year ended December 31, 2002 was
$4,429,083 compared to $2,943,159 for the year ended
December 31, 2001.  Basic earnings per share were $1.53 and
$1.08 for the years ended December 31, 2002 and 2001,
respectively.  Diluted earnings per share were $1.50 for the
year ended December 2002 compared to $1.00 for the year
ended December 2001.  In year-to-date comparison, an
increase of $1,401,457 or 9% in net interest income and
$1,488,529 or 27% in non-interest income for the year 2002
were partially offset by a $1,619,888 or 10% increase in non-
interest expenses, primarily salaries and employee benefits,
occupancy, marketing, professional fees and data processing
expenses.  In addition, a decrease in the loan loss provision of
$777,974 helped boost earnings for 2002.  The decrease in the
provision for loan losses resulted primarily from a decrease in
net charge-offs for 2002 compared to 2001, which included a
$700,000 default and charge-off of one commercial loan in the
second quarter.

MidSouth's total consolidated assets increased $18.9 million or
5% from $363,779,863 at December 31, 2001 to
$382,686,993 at December 31, 2002.  Total deposits
increased $12.9 million, from $330,577,458 at December 31,
2001 to $343,474,846 at December 31, 2002.  Most of the
growth is attributed to the purchase of a second Morgan City
banking office in June of 2002.

Loans, net of Allowance for Loan Losses ("ALL"), increased
$12.5 million or 6%, from $211.7 million at December 31,
2001 to $224.2 million at December 31, 2002.  Competition
for loans remained a challenge throughout 2002, with the low
interest rate environment prompting customer payouts and
refinancing.  Nonperforming loans as a percentage of total loans
decreased from .36% or $768,753 at December of 2001 to
..31% or $710,546 at December of 2002.  Loans past due 90
days and over also decreased slightly from $999,538 at
December 31, 2001 to $818,727 at December 31, 2002.

MidSouth's leverage ratio was 8.45% at December 31, 2002,
compared to 8.02% at December 31, 2001.  Return on
average common equity was 17.59% for 2002 compared to
14.04% for 2001.  Return on average assets was 1.20%
compared to .85% for the same periods, respectively.






EARNINGS ANALYSIS

Net Interest Income

The primary source of earnings for MidSouth is net interest
income, which is the difference between interest earned on
loans and investments and interest paid on deposits and other
liabilities.  Changes in the volume and mix of earning assets and
interest-bearing liabilities combined with changes in market rates
of interest greatly affect net interest income.  Tables 1 and 2
analyze the changes in net interest income for each of the three
years in the period ended December 31, 2002.

Net interest income increased $1,401,457 for 2002 over 2001
and $1,353,151 for 2001 over 2000.  Net interest income
improved for 2002 primarily due to a decline in interest expense
combined with increased volumes in the loan and investment
portfolios.  The increase in net interest income for 2001 resulted
primarily from comparable volume increases in both the loan
and investment portfolios.  The effect of the increased volume of
earning assets on total interest income in 2001 was substantially
offset by declining yields on loans and investments.   Average
loans as a percentage of average earnings assets decreased
from 69% in 2000 to 66% in both 2001 and 2002.  Interest
income from loans, including loan fees, increased $1,098,157
from 2000 to 2001 and decreased $1,393,493 from 2001 to
2002.  The decreased interest income in 2002 resulted from a
128 basis point decline in the average yield on loans, from
9.84% in 2001 to 8.56% in 2002.   The effect of declining
yields was partially offset by an increase in average loan volume
of $14.9 million or 7% in 2002 and $24.5 million or 13% in
2001.  Average yield on total loans decreased 71 basis points
in 2001.  For the higher volume commercial loan portfolio,
average yields decreased from 9.97% in 2000 to 8.87% in
2001 and 8.21% in 2002.  Average yields in the installment
loan portfolio rose from 12.45% in 2000 to 13.53% in 2001
before falling to 9.97% in 2002.  Changes in the New York
prime lending rate combined with market competition and a
slowing economy impacted MidSouth's loan yields over the
past three years.  After increasing 100 basis points in 2000, the
New York prime fell 475 basis points to 4.75% at December
31, 2001 and an additional 50 basis points to 4.25% at
December 31, 2002.

In 2002, businesses and consumers continued to exercise
caution with the slow economy, which translated into soft loan
demand in MidSouth's markets.  Subsequently, MidSouth
faced the challenge of investing excess funds in investment
securities that yielded reasonable returns without taking on too
much risk.  The average volume of investment securities
increased $9 million to $105 million in 2002 compared to $96
million in 2001.  Average taxable equivalent yields on
investment securities decreased 91 basis points, from 6.24% in
2001 to 5.33% in 2002.  The decrease in yield during 2002
offset the increase in volume and resulted in decreased interest
income from investment securities of $478,773 for the year.
The volume of federal funds sold decreased $4.9 million and the
average yield dropped 258 basis points to 1.50% for 2002,
resulting in a decrease in interest income from federal funds sold
of $425,972 for the year.

MidSouth's deposit mix improved during 2002, strengthening its
core deposit base with non-interest bearing deposits increasing
to 25% of average total deposits.  Additionally, the mix of






average total interest-bearing deposits shifted to increase the
volume of NOW, money market and savings deposits (41% of
average total deposits) compared to certificates of deposit
(34% of average total deposits).  These two categories of
interest-bearing deposits were 39% and 37% of average total
deposits, respectively, in 2001 and evenly matched at 38% of
average total deposits as of December 31, 2000.

Volume increases in interest-bearing deposits were offset by
significant rate decreases for the year ended December 31,
2002 and resulted in decreased interest expense of
$3,650,709 in 2002 compared to an increase of $349,744 in
2001.  Average interest-bearing deposits increased $8.8 million
in 2002, $35.6 million in 2001 and $17.5 million in 2000.  The
average rate paid on these deposits fell 161 basis points to
2.37% in 2002 from 3.98% in 2001 after rising 55 basis points
to 4.50% in 2000.   In 2002, MidSouth had no borrowings
with the FHLB, except for overnight funds, while in 2001
advances averaged $172,000 at an average rate of 5.23%,
down from $2.9 million at an average rate of 6.72% during
2000.

In 2002, MidSouth's notes payable decreased to an average of
$.9 million from an average of $1.9 million at December 31,
2001 as the Finance Company continued to pay down its
borrowing with payments received on existing credits.  In
February 2001, MidSouth issued $7,000,000 of junior
subordinated debentures.  The debentures carry a fixed interest
rate of 10.20% and mature on February 22, 2031.  MidSouth
paid off its line of credit with proceeds from the issuance of the
debentures.  Accordingly, the average volume of notes payable
decreased from $3.9 million at December 31, 2000 to $1.9
million at December 31, 2001.

The volume increases in MidSouth's earning assets combined
with significant rate decreases on interest-bearing liabilities
resulted in net taxable-equivalent net yields on average earning
assets of 5.38% in 2002 as compared to 5.24% for 2001 and
5.66% for 2000.

 Non-Interest Income

Excluding Securities Transactions.  Service charges and
fees on deposit accounts represent the primary source of non-
interest income for MidSouth.  Income from service charges
and fees on deposit accounts (including insufficient funds fees)
increased $1,173,355 in 2002 and $299,159 in 2001 primarily
due to an increase in the number of transaction accounts and the
volume of insufficient funds checks processed by MidSouth.
Non-interest income resulting from other charges and fees
increased  $323,107 in 2002 as compared to $403,777 in
2001. An increase of $160,188 and $192,025 in income from
a third party mortgage program contributed to the increase in
other non-interest income for 2002 and 2001, respectively.  An
increase in income on Visa debit cards and merchant programs
is included in the increase in other charges and fees, however
increased expenses on these programs partially offset the
benefit.

Securities Transactions.  MidSouth had net gains on sales of
securities totaling $156,259 in 2002.  Sales of $3.3 million in U.
S. Agency securities allowed MidSouth to improve the overall
yield on these securities as they neared maturity.   In 2001, net
gains on the sales of securities totaled $188,883, resulting from
sales of $8.6 million in U.S. Treasury and Agency securities and
a Ford Motor Credit corporate bond that was sold due to
credit quality concerns.





Non-interest Expense

Total non-interest expense increased 11% from 2001 to 2002
and 7% from 2000 to 2001.  MidSouth's growth and expansion
over the past three years resulted in increases primarily in
salaries and employee benefits, occupancy expenses, marketing
expenses, and data processing expenses. These increases
reflect MidSouth's long-term investment in staff development,
system upgrades, and market development.

In 2002, MidSouth focused on improving work-flow processes
and continued to strengthen risk management.  Salaries and
employee benefits increased $893,120 or 11% as full-time
equivalent employees increased from 205 in 2001 to 212 in
2002.  New hires for 2002 included the following management
level positions: a compliance officer, credit administrator,
marketing coordinator, and an information services analyst.
Benefit costs increased primarily due to the cost of group health
insurance, which increased $201,458 or 40% in 2002.   In
2001, two internal staff auditors, a loan documentation officer
and an electronic banking associate were added to strengthen
MidSouth's operations and risk management functions.  These
new positions contributed to the $470,188, or 7%, increase in
salaries and employee benefits for 2001.

Occupancy expenses increased $285,410 or 8% from 2001 to
2002 and $162,565 or 5% from 2000 to 2001 as a result of
increases in lease expense, property taxes, depreciation, and
maintenance expenses.  Premises and equipment totaling
approximately $1,745,000 and $1,500,000 were added in
2002 and 2001, respectively.  Additions in 2002 included
primarily leasehold improvements of new and existing leased
space at MidSouth's main office and Pinhook facility, and
improvements to the Breaux Bridge facility.  Additions in 2001
included the new Jennings facility and renovations on the Cecilia
office.

Total other non-interest expense increased $531,358 or 11%,
from 2001 to 2002 and $328,153 or 7% from 2000 to 2001.
Non-interest expense increased in 2002 primarily due to
increased professional fees, which included $179,000 on
consulting fees for a processes and work-flow review and
$50,000 in recruiting expenses for higher management level
positions.  In addition, marketing expenses were higher in 2002
due to an increase in advertisement and specific market
promotions.  Other increases were realized in printing and
supplies, postage and telephone expenses.  Included in the
increase for 2001 is an $80,728 increase in professional fees,
which include consulting costs, and $60,154 in the VISA debit
and credit card programs and ATM processing.  Additional
increases were realized in agent commission expense
(associated with the insurance premium financing loan program),
directors fees, travel expenses and postage.

Income Taxes

MidSouth's tax expense increased by $562,148 and
approximated 24% of income before income taxes.   Increased
interest income on non-taxable municipal securities further
reduced 2002 taxes from the expected statutory rate of 34%.
Interest income on non-taxable municipal securities also
lowered the effective tax rate for 2001 to approximately 23%.
Notes 1 and 9 to MidSouth's Consolidated Financial
Statements provide additional information regarding MidSouth's
income tax considerations.





BALANCE SHEET ANALYSIS

Securities

Total investment securities increased $13.6 million, from $99.4
million in 2001 to $113.0 million in 2002.  Average duration of
the portfolio was 2.75 years as of December 31, 2002 and the
average taxable-equivalent yield was 5.33%.  Cash flows from
maturities and paydowns within the portfolio were reinvested
primarily in government agency securities and municipal
securities.  Slow demand for loans necessitated placement of
excess funds in securities and federal funds sold.  A favorable
increase in the market value of securities available-for-sale is
included in the net change in 2002.  Unrealized net gains in the
securities available-for-sale portfolio were $1,820,250 at
December 31, 2002, compared to unrealized net gains of
$727,462 at December 31, 2001.  These amounts result from
interest rate fluctuations and do not represent permanent
adjustments of value.  Moreover, classification of securities as
available-for-sale does not necessarily indicate that the
securities will be sold prior to maturity.

At December 31, 2002, approximately 31% of MidSouth's
securities available-for-sale portfolio represented mortgage-
backed securities and 19% represented collateralized mortgage
obligations ("CMO's").  MidSouth monitors the risks due to
changes in interest rates on mortgage-backed pools by monthly
reviews of prepayment speeds, duration, and purchase yields as
compared to current market yields on each security.  The
majority of the CMO's represent FNMA and FHLMC
REMIC pools which each had a book value of less than 10%
of stockholders' equity at December 31, 2002.  All CMO's
held by MidSouth are AAA rated and not considered "high-
risk" securities under the Federal Financial Institutions
Examination Council ("FFIEC") tests.  MidSouth does not own
any "high-risk" securities as defined by the FFIEC.  An
additional 18% of the available-for-sale portfolio consisted of
U. S. Agency securities, while municipal and other securities
represented 32% of the portfolio.  A detailed credit analysis
was performed on each municipal offering by an investment
advisory firm prior to purchase.  In addition, MidSouth limits
the amount of securities of any one municipality purchased and
the amount purchased within specific geographic regions to
reduce the risk of loss within the non-taxable municipal
securities portfolio.

The held-to-maturity portfolio remained constant with $22.4
million in non-taxable and $1.0 million in taxable municipal
securities.  Municipals purchased during 2002 were placed in
the available-for-sale portfolio.

Loan Portfolio

Loan growth continued to be challenging in 2002 after slowing
in 2001, with $12.7 million added to the portfolio compared to
$9.8 million added during 2001.  MidSouth's loan portfolio
totaled $227.1 million at December 31, 2002 compared to
$214.4 million at December 31, 2001.  Of the $12.7 million
increase in loans in 2002, $5.4 million were acquired through
the purchase of a second Morgan City banking office in June
2002.  Weak loan demand from a soft economy compounded






by a competitive rate environment and payouts caused
MidSouth to fall short of budgeted loan growth in both 2002
and 2001.   The majority of the $12.7 million growth in 2002
continued to be in the real estate portfolio, with a slight increase
in commercial loans and a slight decline in the installment
portfolio.  In 2001, the majority of the $9.8 million growth in
was also in the real estate portfolio, while the commercial
portfolio decreased slightly and the installment portfolio
remained constant.    The real estate loan growth in 2002 and
2001 consisted of both commercial and consumer credits that
call for ten to fifteen year amortization terms with rates fixed for
three to five years.  The short-term structure of these credits
allows management greater flexibility in controlling interest rate
risk.

MidSouth has maintained its credit policy and underwriting
procedures and has not relaxed these procedures to stimulate
loan growth.   Completed loan applications, credit bureau
reports, financial statements and a committee approval process
remain a part of credit decisions. Documentation of the loan
decision process is required on each credit application, whether
approved or denied, to insure thorough and consistent
procedures.

Asset Quality

Credit Risk Management.  MidSouth manages its credit risk
by diversifying its loan portfolio, determining that borrowers
have adequate cash flows for loan repayment, obtaining and
monitoring collateral and continuously reviewing outstanding
loans.  The risk management program requires that each
individual loan officer review his or her portfolio on a quarterly
basis and recommend credit gradings on each loan.  The senior
loan officer and loan review officer review the gradings.  In
addition, the loan review officer performs an independent
evaluation annually of each commercial loan officer's portfolio
and a random sampling of credits in MidSouth's installment loan
portfolio.

Nonperforming Assets.  Table 3 contains information about
MidSouth's nonperforming assets and loans past due 90 days
or more and still accruing.

Nonperforming assets totaled $930,408 at December 31,
2002, $1,128,089 at December 31, 2001 compared to
$605,772 at December 31, 2000.  The decrease in
nonperforming assets in 2002 resulted primarily from the sale of
other real estate owned.  The increase in 2001 was primarily
due to the addition of three large commercial credits.  Specific
allocations had been made within the ALL for possible losses
on these credits.  Loans past due 90 days and still accruing
totaled $818,727 at December 31, 2002 compared to
$999,538 at December 31, 2001 and $967,721 at December
31, 2000.  The percentage of these past due loans to total loans
was .36% at year-end 2002, compared to .47% for both year-
end 2001 and year-end 2000. Of the $818,727 in 90 days past
due loans still accruing for December 31, 2002, $177,700 was
reported past due by the Finance Company.

Loans to commercial borrowers are placed on nonaccrual when
principal or interest is 90 days past due, or sooner if the full
collectability of principal or interest is doubtful, except if the
underlying collateral supports both the principal and accrued
interest and the loan is in the process of collection.  Retail loans
that are not placed on nonaccrual but that become 120 days







past due are routinely charged off.   Loans classified for
regulatory purposes but not included in Table 3 do not
represent material credits about which management has serious
doubts as to the ability of the borrower to comply with the loan
repayment terms.

Allowance for Loan Losses.  Provisions totaling $1,398,250,
$2,176,224, and $897,038 for the years 2002, 2001 and
2000, respectively, were necessary to bring the allowance to a
level considered by management to be sufficient to cover
probable losses in the loan portfolio.  Table 4 analyzes activity
in the allowance for 2002 and 2001.

The allowance is comprised of specific reserves (assigned to
each loan that is impaired or for which probable loss has been
identified) and an unallocated reserve.  Specific reserves within
the allowance are allocated to loans on a nonaccrual status for
which the underlying collateral value is insufficient to cover the
principal remaining on the loan. Factors contributing to the
assignment of specific reserves include the financial condition of
the borrower, changes in the value of collateral and economic
conditions.  A portion of the unallocated reserve is assigned to
accruing loans that are classified for regulatory purposes.  The
remainder of the allowance represents a percentage of all other
credits based on gradings assigned in the loan review process.

Quarterly evaluations of the allowance are performed in
accordance with accounting principles generally accepted in the
Unites States of America and Section 217 of the OCC's manual.
Factors considered in determining provisions
include estimated losses in significant credits; known
deterioration in concentrations of credit; historical loss
experience; trends in nonperforming assets; volume, maturity
and composition of the loan portfolio; off balance sheet credit
risk; lending policies and control systems; national and local
economic conditions; the experience, ability and depth of
lending management and the results of examinations of the loan
portfolio by regulatory agencies and others.  The process by
which management determines the appropriate level of the
allowance, and the corresponding provision for possible credit
losses, involves considerable judgment; therefore, no assurance
can be given that future losses will not vary from current
estimates.

Sources of Funds

Deposits.  As of December 31, 2002, total deposits increased
$12.9 million to $343.5 million, up from $330.6 million at
December 31, 2001.  Contributing to the change in total
deposits for 2002 is the addition of $12.1 million in deposits
from the purchase of a second banking office in Morgan City in
June 2002.  MidSouth's focus in 2002 was to deepen existing
deposit relationships with an emphasis on core deposits.  Core
deposits, defined as all deposits other than certificates of
deposit ("CD's") of $100,000 or more increased to 87% at
year-end 2002 as compared to 86% of total deposits at year-
end 2001.   Non-interest bearing deposits also increased in
2002 to 27% versus 26% of total deposits at December 31,
2001.  CD's of $100,000 or more totaled $45.1 million at
December 31, 2002, a decrease of $.9 million from the $46.0
million reported at year-end 2001.

MidSouth's deposit rates are competitive within its market and
MidSouth has no brokered deposits.  Although time deposits of
$100,000 can exhibit greater volatility due to changes in interest






rates and other factors than do core deposits, management
believes that any volatility experienced could be adequately met
with current levels of asset liquidity or access to alternate
funding sources.  Additional information on MidSouth's deposits
appears in Note 7 to  MidSouth's Consolidated Financial
Statements.

Borrowed Funds.  At December 31, 2002, a note payable of
$568,030 to a financial institution represented the balance of a
loan established by Financial Services of the South, Inc. in the
amount of $700,030 dated December 12, 2002.  Proceeds
from the note were used to payout the balance of a $1,099,000
loan issued April 30, 2002. The loan bears a variable rate equal
to the commercial prime rate as quoted in the "Money Rates"
section of the Wall Street Journal  plus twenty-five basis points
(0.25%).  At December 31, 2002, the effective rate was
4.50%.  Interest on this note is payable monthly, with principal
due at maturity on December 12, 2003.  Advances under the
original Line of Credit totaled $1,431,000 at December 31,
2001 and the effective rate was 5.00%.

On February 22, 2001, MidSouth  issued $7,000,000 in junior
subordinated debentures.  These debentures qualify as Tier 1
capital and are presented in the Consolidated Statements of
Condition as "Junior Subordinated Debentures."  These
debentures bear interest at a rate of 10.20% and mature on
February 22, 2031.  Additional information regarding long-term
debt is provided in Note 8 to MidSouth's Consolidated
Financial Statements.

The ESOP note held by the Bank was refinanced in the amount
of $150,000 on March 11, 1997 at a fixed rate of 7.00%
payable in monthly installments of $2,264 with payment in full
due on March 10, 2004.  A second note was financed on May
11, 2000 in the amount of $130,656 at a fixed rate of 8.00%
payable in monthly installments of $1,701 with payment in full
due on May 10, 2009.  The ESOP obligation constitutes a
reduction of MidSouth's stockholders' equity because the
primary source of loan repayment is contributions by the Bank
to the ESOP; however, the loan is not guaranteed by MidSouth
Bank or MidSouth.  The ESOP note is eliminated from total
loans and long-term debt as an intercompany balance in
MidSouth's December 31, 2002 and 2001 consolidated
financial statements.

Capital.  MidSouth and the Bank are required to maintain
certain minimum capital levels.  Risk-based capital requirements
are intended to make regulatory capital more sensitive to the
risk profile of an institution's assets.  At December 31, 2002,
MidSouth and the Bank were in compliance with statutory
minimum capital requirements.  Minimum capital requirements
include a total risk-based capital ratio of 8.0%, with Tier 1
capital not less than 4.0%, and a leverage ratio (Tier 1 to total
average adjusted assets) of 4.0% based upon the regulators
latest composite rating of the institution.  As of December 31,
2002, MidSouth's Tier 1 capital to average adjusted assets (the
"leverage ratio") was 8.45% as compared to 8.02% at
December 31, 2001.  Tier 1 capital to risk weighted assets was
12.57% and 12.06% for 2002 and 2001, respectively.  Total
capital to risk weighted assets was 13.71% and 13.20%,
respectively, for the same periods. The increased capital ratios
resulted primarily from the issuance of $7,000,000 of junior
subordinated debentures by MidSouth in February 2001.  For
regulatory purposes, these funds qualify as Tier 1 Capital.  For
financial reporting purposes, these funds are included as a
liability under generally accepted accounting principles.  The
Bank's leverage ratio was 7.87% at December 31, 2002
compared to 7.41% at December 31, 2001.







The Federal Deposit Insurance Corporation Improvement Act
of 1991 established a capital-based supervisory system for all
insured depository institutions that imposes increasing
restrictions on the institution as its capital deteriorates.  The
Bank continued to be classified as "well capitalized" throughout
the three years ended December 31, 2002.  No significant
restrictions are placed on the Bank as a result of this
classification.

As discussed under the heading "Balance Sheet Analysis -
Securities," $1,820,250 in unrealized gains on securities
available-for-sale less a deferred tax liability of $628,750 was
recorded as an addition to stockholders' equity as of December
31, 2002.  As of December 31, 2001,  $727,462 in unrealized
gains on securities available-for-sale, less a deferred tax liability
of $257,500, was recorded as an addition to stockholders'
equity.  While the net unrealized gain or loss on securities
available for sale is required to be reported as a separate
component of stockholders' equity, it does not affect operating
results or regulatory capital ratios.  The net unrealized gains
reported for December 31, 2002 and 2001 did, however,
effect MidSouth's equity to assets ratio for financial reporting
purposes.  The ratio of equity to assets was 7.09% at
December 31, 2002 and 6.22% at December 31, 2001.

Interest Rate Sensitivity.  Interest rate sensitivity is the
sensitivity of net interest income and economic value of equity to
changes in market rates of interest.  The initial step in the
process of monitoring MidSouth's interest rate sensitivity
involves the preparation of a basic gap analysis of earning assets
and interest-bearing liabilities. The analysis presents differences
in the repricing and maturity characteristics of earning assets and
interest-bearing liabilities for selected time periods.

During 2002, MidSouth utilized the Sendero model of asset and
liability management.  The Sendero model uses basic gap data
and additional information regarding rates and prepayment
characteristics to construct a gap analysis that factors in
repricing characteristics and cash flows from payments received
on loans and mortgage-backed securities.  The resulting
Sendero gap analysis is presented in Table 5.  The cumulative
gap at one year is approximately $77,853,000, or 20.34% of
total assets at December 31, 2002.  Although the 20.34% ratio
is above internal policy guidelines of + or - 15% of total assets,
management feels the degree of asset sensitivity does not
present undue risk to earnings given the current rate
environment.

With the exception of NOW, money market and savings
deposits, the table presents interest-bearing liabilities on a
contractual basis.  While NOW, money market and savings
deposits are contractually due on demand, historically,
MidSouth has experienced stability in these deposits despite
changes in market rates.  Presentation of these deposits in the
table, therefore, reflects delayed repricing throughout the time
horizon.


The Sendero model also uses the gap analysis data in Table 5
and additional information regarding rates and payment
characteristics to perform three simulation tests.  The tests use
market data to perform rate shock, rate cycle and rate forecast
simulations to measure the impact of changes in interest rates,
the yield curve and interest rate forecasts on MidSouth's net






interest income and economic value of equity.  Results of the
simulations at December 31, 2002 were within policy
guidelines.  The results of the simulations are reviewed quarterly
and discussed at MidSouth's Funds Management committee
meetings.

MidSouth does not invest in derivatives and has none in its
securities portfolio.

Liquidity

Bank Liquidity.  Liquidity is the availability of funds to meet
contractual obligations as they become due and to fund
operations.  The Bank's primary liquidity needs involve its ability
to accommodate customers' demands for deposit withdrawals
as well as their requests for credit.  Liquidity is deemed
adequate when sufficient cash to meet these needs can be
promptly raised at a reasonable cost to the Bank.

Liquidity is provided primarily by three sources:  a stable base
of funding sources, an adequate level of assets that can be
readily converted into cash, and borrowing lines with
correspondent banks.  MidSouth's core deposits are its most
stable and important source of funding.  Further, the low
variability of the core deposit base lessens the need for liquidity.
 Cash deposits at other banks, federal funds sold and principal
payments received on loans and mortgage-backed securities
provide additional primary sources of asset liquidity for the
Bank.  Approximately $18.7 million in projected cash flows
from securities during 2003 provides an additional source of
liquidity.  MidSouth also has borrowing lines with three
correspondent banks, including significant borrowing capacity
with the FHLB of Dallas, Texas.

Parent Company Liquidity.  At the parent company level,
cash is needed primarily to meet interest payments on the junior
subordinated debentures and pay dividends on common stock.
 The parent company issued $7,000,000 in junior subordinated
debentures in February 2001, the terms of which are described
in Note 8 to MidSouth's Consolidated Financial Statements.
As of December 31, 2002, MidSouth had $2.4 million in
interest-bearing balances remaining of proceeds from the
issuance of the debentures.  Dividends from the Bank totaling
$1,200,000 and $200,000 provided additional liquidity for the
parent company in 2002 and 2001, respectively. As of January
1, 2003, the Bank had the ability to pay dividends to the parent
company of approximately $7 million without prior approval
from its primary regulator.  As a publicly traded company,
MidSouth also has the ability to issue additional trust preferred
and other securities instruments to provide funds as needed for
operations and future growth of the company.






Dividends.  The primary source of cash dividends on
MidSouth's common stock is cash on hand remaining from the
issuance of junior subordinated debentures and dividends from
the Bank. The Bank has the ability to declare dividends to the
parent company without prior approval of its primary regulator.
 However, the Bank's ability to pay dividends would be
prohibited if the result would cause the Bank's regulatory capital
to fall below minimum requirements.

Cash dividends totaling $725,286 and $547,966 were declared
to common stockholders during 2002 and 2001, respectively.
It is the intention of the Board of Directors of MidSouth to
continue to pay quarterly dividends on the common stock at the
rate of $.05 per share.  A Special Dividend of $.05 per share
was paid in addition to the regular $.05 per share dividend for
the fourth quarter of 2002 to shareholders of record on
December 12, 2002.  On August 1, 2001, MidSouth
completed the redemption of its Series A Preferred Stock.
Only 3,527 shares had not been converted to MidSouth
Common Stock as of the final day for converting.  The
remaining 3,527 Preferred Shares were redeemed at a
Redemption Price of $14.33 per share.  Additional information
regarding MidSouth's Preferred Stock is included in Note 13 to
MidSouth's Consolidated Financial Statements.

Forward Looking Statements

The Private Securities Litigation Act of 1995 provides a safe
harbor for disclosure of information about a company's
anticipated future financial performance.  This act protects a
company from unwarranted litigation if actual results differ from
management expectations.  This management's discussion and
analysis reflects management's current views and estimates of
future economic circumstances, industry conditions, MidSouth's
performance and financial results. A number of factors and
uncertainties could cause actual results to differ from the
anticipated results and expectations expressed in the discussion.







Table 1
Consolidated Average Balances, Interest and Rates
Taxable-equivalent basis (2)                                            Year Ended December 31,
(in thousands)
						   2002                           2001                           2000
					___________________________________________________________________________________________
					Average             Average    Average             Average     Average            Average
					Volume   Interest  Yield/Rate  Volume   Interest  Yield/Rate   Volume   Interest Yield/Rate
					___________________________________________________________________________________________
                                                                                                
ASSETS
     Interest Bearing Deposits             $115       $3     2.61%        $217      $13     5.99%         $258      $20     7.75%
     Investment Securities       
     Taxable                             65,479    3,090     4.72%      65,481    3,795     5.80%       54,295    3,426     6.31%
		 Tax Exempt         39,379    2,505     6.36%      30,259    2,179     7.20%       24,295    1,766     7.27%
				       _________________              _________________               _________________

     Total Investments                  104,973    5,598     5.33%      95,957    5,987     6.24%       78,848    5,212     6.61%
     Federal Funds Sold and Securities
		 Purchased Under
		   Agreements to Resell   8,974      135     1.50%      13,845      565     4.08%        5,352      331     6.18%
     Loans                       
		 Commercial and Real
		   Estate               179,499   14,739     8.21%     165,420   14,668     8.87%      141,340   14,092     9.97%
		 Installment             44,205    4,407     9.97%      43,378    5,871    13.53%       42,961    5,349    12.45%
				       _________________              _________________               _________________

     Total Loans                        223,704   19,146     8.56%     208,798   20,539     9.84%      184,301   19,441    10.55%

		 Total Earning Assets   337,651   24,879     7.37%     318,600   27,091     8.50%      268,501   24,984     9.30%

     Allowance for Loan Losses          (2,714)                         (2,404)                          (2,022)
     Nonearning Assets                  32,055                          31,618                           28,315
				      ________                        ________                         ________
		 Total Assets         $366,992                        $347,814                         $294,794
				      ========                        ========                         ========

LIABILITIES AND STOCKHOLDERS' EQUITY
		 NOW, Money Market,
		   and Savings         $134,502   $1,706     1.27%     $122,562   $2,992     2.44%      $102,709   $3,510     3.42%
		 Certificates of
		   Deposits             114,002    4,174     3.66%      117,163    6,539     5.58%       101,446    5,671     5.59%
				       _________________               _________________                _________________

     Total Interest Bearing Deposits    248,504    5,880     2.37%      239,725    9,531     3.98%       204,155    9,181     4.50%
     Federal Funds Purchased and
       Securities Sold Under Agreements
	 to Repurchase                    3,469       56     1.61%        1,601       71     4.43%         1,155       63     5.45%
     FHLB Advances                            -        -                    172        9     5.23%         2,915      196     6.72%
     Notes Payable                          946       59     6.24%        1,860      177     9.52%         3,898      347     8.90%
     Junior Subordinated Debentures       7,000      714    10.20%        6,073      621    10.20%             -        -
				       _________________               _________________                _________________

     Total Interest Bearing Liabilities 259,919    6,709     2.58%      249,431   10,409     4.17%       212,123    9,787     4.61%

     Demand Deposits                     81,625                          74,733                           63,713
     Other Liabilities                    1,513                           1,983                            1,369
     Stockholders' Equity                23,935                          21,667                           17,589
				       ________                        ________                         ________

     Total Liabilites and
       Stockholders' Equity            $366,992                        $347,814                         $294,794
				       ========                        ========                         ========


NET INTEREST INCOME AND NET
  INTEREST SPREAD                                $18,170     4.79%               $16,682     4.33%                $15,197     4.69%
						 =======                         =======                          =======
NET YIELD ON EARNING ASSETS                                  5.38%                           5.24%                            5.66%



Securities classified as available-for-sale are included in average  Interest income includes loan fees of
     and interest income figures reflect interest earned on such               $1,486,000 for 2002, $1,406,000 for 2001,
     securities.                                                               and $1,276,000 for 2000.  Nonaccrual loans
									       are included in average balances
Interest income of $754,000 for 2002, $667,000 for 2001, and              and income on such loans is recognized on
     $535,000 for 2000 is added to interest earned on tax-exempt               a cash basis.
     is added to interest earned on tax-exempt obligations to reflect
     tax equivalent yields using a 34% tax rate.










Table 2
Changes in Taxable-Equivalent Net Interest Income
(in thousands)

						     2002 Compared to 2001                        2001 Compared to 2000
					    ________________________________________     ________________________________________
					       Total                                        Total
					     Increase         Change Attributable To      Increase         Change Attributable To
					    (Decrease)          Volume    Rates          (Decrease)          Volume    Rates
					    ________________________________________     ________________________________________
                                                                                                    
Taxable-equivalent interest earned on:
     Interest Bearing Deposits                  ($10)              ($5)     ($5)              ($7)              ($3)     ($4)
     Investment Securities
	Taxable                                 (705)                -     (705)              369               611     (242)
	Tax Exempt                               326               532     (206)              413               429      (16)
     Federal Funds Sold and Securities
	Purchased Under Agreement to Resell     (430)             (154)    (276)              234               298      (64)
     Loans, including fees                    (1,393)            1,699   (3,092)            1,098             2,230   (1,132)
					     _______           ________  ______           _______          _________  ______
     TOTAL                                    (2,212)            2,072   (4,284)            2,107             3,565   (1,458)
					     _______           ________  ______           _______          _________  ______
Interest Paid On:
     Interest Bearing Deposits                (3,651)              363   (4,014)              350             1,046     (696)
     Federal Funds Purchased and Securities
	Sold Under Agreement to Repurchase       (15)               93     (108)                8                16       (8)
     FHLB Advances                                (9)               (9)       -              (187)             (151)     (36)
     Notes Payable                              (118)              (69)     (49)             (170)             (196)      26
     Junior Subordinated Debentures               93                93        -               621               621        -
					     _______           ________  ______           _______          _________  ______

     TOTAL                                    (3,700)              471   (4,171)              622             1,336     (714)
					     _______           ________  ______           _______          _________  ______

  Taxable-equivalent net interest income      $1,488            $1,601    ($113)           $1,485            $2,229    ($744)
					     =======           ========  ======           =======          =========  ======


 NOTE:  Changes due to both volume and rate has generally been allocated to volume and
	rate changes in proportion to the relationship of the absolute dollar amounts
	to the changes in each.








				  TABLE 3
			  Nonperforming Assets and
			   Loans Past Due 90 Days



___________________________________________________________________________
			    December 31,     December 31,     December 31,
				2002             2001             2000
___________________________________________________________________________

                                                       
Nonperforming loans            $710,546         $768,753         $159,726
Other real estate owned, net    174,800          359,336          446,046
Other assets repossessed         45,062                -                -
			      _________       __________        _________


Total nonperforming assets     $930,408       $1,128,089         $605,772
			      =========       ==========        =========


Loans past due 90 days
or more and still accruing     $818,727         $999,538         $967,721

Nonperforming loans as a
% of total loans                  0.31%            0.36%            0.08%

Nonperforming assets as a
% of total loans, other real
estate owned and other assets
repossessed                       0.41%            0.53%            0.30%

Allowance for loan losses
as a % of nonperforming asse    310.76%          239.79%          375.75%

__________________________________________________________________________









TABLE 4 - Summary of Loan Loss Experience
(in thousands)

						2002              2001
					       ______            ______

                                                           
BALANCE AT BEGINNING OF YEAR                   $2,705            $2,276

CHARGE-OFFS
   Commercial, Financial and Agricultural         632             1,032
    Real Estate - Construction                      -                 -
    Real Estate - Mortgage                         30                62
    Installment Loans to Individuals              628               760
    Lease Financing Receivables                    74                 6
    Other                                           -                53
					       ______            ______

      Total Charge-offs                         1,364             1,913
					       ______            ______

RECOVERIES
   Commercial, Financial and Agricultural          37                19
    Real Estate - Construction                      -                 -
    Real Estate - Mortgage                          -                 -
    Installment Loans to Individuals              115               143
    Lease Financing Receivables                     -                 -
    Other                                           -                 4
					       ______            ______

      Total Recoveries                            152               166
					       ______            ______

Net Charge-offs                                 1,212             1,747
Additions to allowance charged to
  operating expenses                            1,398             2,176
					       ______            ______

BALANCE AT END OF YEAR                         $2,891            $2,705
					       ======            ======

Net charge-offs to average loans                 0.54%             0.84%
Year-end allowance to year-end loans             1.27%             1.26%







Refer to "Balance Sheet Analysis - Asset Quality - Allowance for
Loan Losses" for a description of the factors which influence
management's judgement in determining the amount of
the provisions to the allowance.


						       % of category              % of category
Allowance for Loan Losses                    2002      to total loans     2001    to total loans
________________________________________________________________________________________________

                                                                       
   Commercial, Financial and Agricultural     209          33.42%          385       33.93%
   Real Estate - Construction                               3.70%                     3.31%
   Real Estate - Mortgage                                  48.22%          185       45.55%
   Installment Loans to Individuals            18          13.11%           15       14.87%
   Lease Financing Receivables                              1.50%                     2.20%
   Other                                                    0.05%                     0.14%
   Unallocated                              2,664                        2,120
					  _________________________________________________
					   $2,891         100.00%       $2,705      100.00%
					  =================================================











Table 5
Interest Rate Sensitivity and Gap Analysis Table
December 31, 2002
(in thousands)


											 Non-interest
					     0-3 MOS  4-6 MOS 7-12 MOS  1-5 YRS   > 5YRS     Bearig   Total
					     ______________________________________________________________

		                                                             
		 ASSETS
		 Interest Bearing Deposits        $2 $     -  $     -  $     -  $     -  $     -        $2
		 Fed Funds Sold                9,400                                                 9,400
		 Investments
		   Mutual Funds                  971                                                   971
		   Investment Securities       5,749    2,105    5,961   40,988   13,968            68,771
		   Mortgage-backed Securitie  12,375    8,339   10,647   11,693      178            43,232
		 Loans
		   Fixed Rate                 55,434   24,125   34,962   57,215    1,308           173,044
		   Variable Rate              54,008                                                54,008
		 Other Assets                                                              36,150   36,150
		 Allowance for Loan Losses                                                 (2,891)  (2,891)
					     ______________________________________________________________

		 Total Assets               $137,939  $34,569  $51,570 $109,896  $15,454  $33,259 $382,687
					     ==============================================================

		 LIABILITIES
		 NOW                          $4,602   $4,164   $7,176  $25,844   $6,523           $48,309
		 MMDA                          9,436    9,980   15,449   34,966    2,331            72,162
		 Savings                       1,750    1,689    2,911   10,484    2,647            19,481
		 CD'S                         35,378   27,794   22,349   23,549                    109,070
		 Demand Deposits                                                           94,452   94,452
		 Other Liabilities             2,979               568             7,000    1,547   12,094
		 Stockholders' Equity                                                      27,119   27,119
					     ______________________________________________________________

		 Total Liabilities           $54,145  $43,627  $48,453  $94,843  $18,501 $123,118 $382,687
					     ==============================================================
		 Repricing/maturity gap:
		   Period                    $83,794  ($9,058)  $3,117  $15,053  ($3,047)($89,859)
		   Cumulative                $83,794  $74,736  $77,853  $92,906  $89,859
					     =====================================================

		 Cumualtive Gap/Total Assets   21.90%   19.53%   20.34%   24.28%   23.48%
					     ____________________________________________











MIDSOUTH BANCORP, INC.
LOAN PORTFOLIO
LOAN MATURITIES AND SENSITIVITY TO INTEREST RATES
for the Year Ended December 31, 2002

(dollars in thousands)

					    Fixed and Variable Rate
					   Loans at Stated Maturities                 Amounts Over One Year With
				  _____________________________________________       _______________________________
				  1 Year      1 Year -      Over                      Predetermined Floating
				  or Less      5 Years     5 Years       Total         Rates        Rates     Total
				  _____________________________________________       _______________________________
                                                                                        
Commercial, Financial
     Industrial, Commercial
     Real Estate Mortgage
     and Commercial Real
     Estate - Construction        $65,493      $79,168     $31,063     $175,724       $77,706     $32,525    $110,231

Installment Loans to
    Individuals and Real
    Estate Mortgage                12,599       33,383       1,844      $47,826        32,126       3,101     $35,227

Lease Financing
    Receivables                       373        3,026           -       $3,399         3,026           -      $3,026

Other                                 103            -           -         $103             -           -           -
				  _____________________________________________      ________________________________

TOTAL                             $78,568     $115,577     $32,907     $227,052      $112,858     $35,626    $148,484
				  =============================================      ================================











MIDSOUTH BANCORP, INC.
SECURITIES PORTFOLIO
MATURITIES AND AVERAGE YIELDS
for the Year Ended December 31, 2002
(dollars in thousands)

								After 1 but         After 5 but
					  Within 1 Year       Within 5 Years      Within 10 Years    After 10 Years
SECURITIES AVAILABLE FOR SALE             Amount   Yield       Amount  Yield      Amount    Yield    Amount    Yield       Total
					  ________________________________________________________________________________________
                                                                                              
U.S. Treasury and U.S.
    Government Agency securities                -      -       $13,844  3.35%      $2,109    1.95%        -        -      $15,953

Obligations of State and
    Political Subdivisions                  5,963    1.98%       7,589  2.76%       6,633    4.07%     2,833    5.10%      23,018

Mortgage Backs and CMOs                        -     0.00%         851  4.37%      20,561    4.38%    22,569    5.28%      43,981

Corporates and other securities             2,056    5.38%       2,118  3.59%           -      -       1,479    3.84%       5,653

Mutual funds                                  971    3.03%           -     -            -      -           -       -          971
					  ________________________________________________________________________________________

Total Fair Value                           $8,990              $24,402            $29,303            $26,881              $89,576

					  ========================================================================================

								After 1 but          After 5 but
					  Within 1 Year        Within 5 Years      Within 10 Years     After 10 Years
HELD TO MATURITY                          Amount   Yield       Amount  Yield      Amount    Yield      Amount    Yield     Total
					  ________________________________________________________________________________________

Obligations of State and
  Political Subdivisions                    $30     5.74%    $6,349    5.25%     $14,144    5.06%   $2,875     5.26%     $23,398
					  ________________________________________________________________________________________

Total Amortized Cost                        $30              $6,349              $14,144            $2,875               $23,398

					  ========================================================================================








MIDSOUTH BANCORP, INC.
SUMMARY OF
AVERAGE DEPOSITS
(in thousands)
				 2002                         2001

			  AVERAGE       AVERAGE        AVERAGE       AVERAGE
			  AMOUNT         YIELD         AMOUNT        YIELD
			  _______       _______        _______       _______

                                                          
Non-interest bearing      $81,625         0.00%        $74,732         0.00%
    Demand Deposits

Interest bearing Deposits
    Savings, NOW, MMKT    134,502         1.27%        122,562         2.44%

    Time Deposits         114,002         3.66%        117,163         5.58%
			 ________                     ________

Total                    $330,129         1.78%       $314,457         3.03%
			 ========                     ========










MATURITY SCHEDULE
TIME DEPOSITS OF
$100,000 OR MORE
(in thousands)

				   2002            2001
				  _______         ______

                                            
3 months or less                  $15,291         $18,083

3 months through 6 months          11,122           9,140

7 months through 12 months          9,048          14,872

over 12 months                      9,656           3,983
				  _______         _______

Total                             $45,117         $46,078
				  =======         =======






SUMMARY OF RETURN
ON EQUITY AND ASSETS

				   2002             2001
				  ________         _______
                                              
Return on Average Assets             1.20%           0.85%

Return on Average Common Equity     17.59%          14.04%

Dividend Payout Ratio
    on Common Stock                 16.38%          18.96%

Average Equity to
    Average Assets                   6.52%           6.23%









      MIDSOUTH BANCORP, INC.
      AND SUBSIDIARIES



      Consolidated Financial Statements for the
      Years Ended December 31, 2002, 2001 and
      2000 and Independent Auditors' Report





INDEPENDENT AUDITORS' REPORT


To the Stockholders and Board of Directors
  of MidSouth Bancorp, Inc.
Lafayette, Louisiana

We have audited the accompanying consolidated statements
of condition of MidSouth Bancorp, Inc. and its subsidiaries as
of December 31, 2002 and 2001, and the related consolidated
statements of income, comprehensive income, stockholders'
equity, and cash flows for each of the three years in the period
ended December 31, 2002.  These financial statements are the
responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing
standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of
MidSouth Bancorp, Inc. and subsidiaries at December 31,
2002 and 2001 and the results of their operations and their
cash flows for each of the three years in the period ended
December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.


DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 7, 2003








MIDSOUTH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION
DECEMBER 31, 2002 AND 2001
______________________________________________________________________________________________________

ASSETS                                                                 2002                   2001
                                                                                   
Cash and due from banks                                           $   18,066,035         $   18,547,278
Federal funds sold                                                     9,400,000             17,300,000
								  ______________         ______________

	   Total cash and cash equivalents                            27,466,035             35,847,278

Interest-bearing deposits in banks                                         1,694                109,206
Securities available-for-sale at fair value (amortized cost of
  $87,755,455 in 2002 and $75,052,953 in 2001)                        89,575,706             75,780,414
Securities held-to-maturity (estimated fair value of $25,660,511
  in 2002 and $24,735,122 in 2001)                                    23,398,282             23,584,850
Loans, net of allowance for loan losses of $2,891,380 in 2002
  and $2,705,058 in 2001                                             224,160,846            211,685,063
Accrued interest receivable                                            2,502,684              2,197,794
Premises and equipment, net                                           12,321,510             11,950,701
Other real estate owned, net                                             174,800                359,336
Goodwill, net                                                            431,987                431,987
Other assets                                                           2,653,449              1,833,234
								  ______________         ______________

								  $  382,686,993        $   363,779,863
								  ==============         ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
  Non-interest bearing                                            $   94,452,378        $    91,145,842
  Interest bearing                                                   249,022,468            239,431,616
								  ______________         ______________

	   Total deposits                                            343,474,846            330,577,458

Securities sold under repurchase agreements                            2,978,860                663,079
Accrued interest payable                                                 705,106              1,057,065
Notes payable                                                            568,030              1,431,000
Junior subordinated debentures                                         7,000,000              7,000,000
Other liabilities                                                        841,592                423,700
								  ______________         ______________

	   Total liabilities                                         355,568,434            341,152,302
								  ______________         ______________

Commitments and Contingencies                                              -                      -

Stockholders' equity:
  Common stock, $.10 par value, 5,000,000 shares authorized;
    2,901,142 issued and outstanding at December 31, 2002 and 2001       290,114                290,114
  Additional paid in capital                                          12,997,762             12,972,762
  Unearned ESOP shares                                                  (108,975)              (149,638)
  Unrealized gains on securities available-for-sale,
    net of deferred taxes                                              1,191,500                469,962
  Retained earnings                                                   12,748,158              9,044,361
								  ______________         ______________

	   Total stockholders' equity                                 27,118,559             22,627,561
								  ______________         ______________

								  $  382,686,993         $  363,779,863
								  ==============         ==============

See notes to consolidated financial statements.








MIDSOUTH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
_____________________________________________________________________________________________________________________


							       2002                 2001                  2000
                                                                                          
INTEREST INCOME:
  Loans, including fees                                 $      19,145,655    $    20,539,148       $      19,440,991
  Securities:
    Taxable                                                     3,090,212          3,807,820               3,445,594
    Nontaxable                                                  1,750,885          1,512,050               1,231,074
  Federal funds sold                                              139,037            565,009                 331,456
							  _______________      _____________         _______________
      Total interest income                                    24,125,789         26,424,027              24,449,115
							  _______________      _____________         _______________

INTEREST EXPENSE:
  Deposits                                                      5,880,034          9,530,743               9,180,999
  Securities sold under repurchase agreements,
    federal funds purchased and advances                           62,270             73,703                 259,399
  Long-term debt                                                  766,927            804,480                 346,767
							  _______________      _____________         _______________

      Total interest expense                                    6,709,231         10,408,926               9,787,165
							  _______________      _____________         _______________

NET INTEREST INCOME                                            17,416,558         16,015,101              14,661,950

PROVISION FOR LOAN LOSSES                                       1,398,250          2,176,224                 897,038
							  _______________      _____________         _______________

NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES                                    16,018,308         13,838,877              13,764,912
							  _______________      _____________         _______________

NONINTEREST INCOME:
  Service charges on deposit accounts                           4,707,468          3,534,113               3,234,954
  Gains on sale of securities, net                                156,259            188,883                  16,126
  Credit life insurance                                           270,737            246,046                 271,875
  Other charges and fees                                        1,786,924          1,463,817               1,060,040
							  _______________      _____________         _______________

								6,921,388          5,432,859               4,582,995
							  _______________      _____________         _______________

NONINTEREST EXPENSES:
  Salaries and employee benefits                                8,103,370          7,300,250               6,830,062
  Occupancy expense                                             3,708,995          3,423,585               3,261,020
  Other                                                         5,269,995          4,738,637               4,410,484
							  _______________      _____________         _______________

							       17,082,360         15,462,472              14,501,566
							  _______________      _____________         _______________

INCOME BEFORE INCOME TAXES                                      5,857,336          3,809,264               3,846,341

PROVISION FOR INCOME TAXES                                      1,428,253            866,105                 951,204
							  _______________      _____________         _______________

NET INCOME                                                      4,429,083          2,943,159               2,895,137

PREFERRED DIVIDENDS AND OTHER                                       -                 52,751                 246,024
							  _______________      _____________         _______________

NET INCOME AVAILABLE TO COMMON
  STOCKHOLDERS                                          $       4,429,083    $     2,890,408        $      2,649,113
							  ===============      =============         ===============
EARNINGS PER COMMON SHARE:

  BASIC                                                           $1.53              $1.08                  $1.07
								  =====              =====                  =====

  DILUTED                                                         $1.50              $1.00                  $ .95
								  =====              =====                  =====

See notes to consolidated financial statements.









MIDSOUTH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
_____________________________________________________________________________________________________________

							       2002               2001                2000

                                                                                     
Net income                                                 $  4,429,083     $    2,943,159    $    2,895,137
Other comprehensive income:
  Unrealized gain on securities
    available-for-sale, net:
    Unrealized holding gains arising
      during the year                                           824,669            509,425         1,044,273
    Less reclassification adjustment for gains
      included in net income                                   (103,131)          (124,663)          (10,643)
							   ____________     ______________    ______________

	   Total other comprehensive income                     721,538            384,762         1,033,630
							   ____________     ______________    ______________

TOTAL COMPREHENSIVE INCOME                                 $  5,150,621     $    3,327,921    $    3,928,767
							   ============     ==============    ==============

See notes to consolidated financial statements.








MIDSOUTH BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements Of Stockholders' Equity
Years Ended December 31, 2002, 2001 and 2000

__________________________________________________________________________________________________________________________________

												 Unrealized
											      Gains (Losses)
				  Preferred Stock      Common Stock       Additional           on Securities
				___________________  ___________________   Paid in      ESOP     Available   Retained
				Shares    Amount      Shares    Amount      Capital   Obligation  for Sale   Earnings    Total
                                                                                           
BALANCE, JANUARY 1, 2000        152,736  $2,176,488  2,481,843 $248,184 $10,983,714  ($89,044) ($948,430)  $4,554,249  $16,925,161

Dividends on common stock -
  $.20 per share                      -           -          -        -           -         -          -     (501,443)    (501,443)
Dividends on preferred stock          -           -          -        -           -         -          -     (138,774)    (138,774)
Preferred stock conversion      (11,116)   (158,403)    33,323    3,333     155,070         -          -            -            -
Redemption of preferred stock   (11,000)   (156,750)         -        -           -         -          -     (107,250)    (264,000)
Excess of market value over
  book value of ESOP shares
  released                            -           -         -         -       8,750         -          -            -        8,750
Net income                            -           -         -         -           -         -          -    2,895,137    2,895,137
ESOP new obligations, net             -           -         -         -           -   (96,083)         -            -      (96,083)
Net change in unrealized gains
  (losses) on securities
  available-for-sale,
  net of tax                          -           -         -         -           -         -  1,033,630            -    1,033,630
				_______    ________  ________   _______  __________   _______  _________    _________    _________


BALANCE, DECEMBER 31, 2000      130,620   1,861,335 2,515,166   251,517  11,147,534  (185,127)    85,200    6,701,919   19,862,378



Issuance of common stock              -           -     5,062       506      33,258         -          -            -       33,764
Dividends on common stock -
  $.20 per share                      -           -         -         -           -         -          -     (547,966)    (547,966)
Dividends on preferred stock          -           -         -         -           -         -          -      (52,751)     (52,751)
Preferred stock conversion     (127,092) (1,811,061)  380,914    38,091   1,772,970         -          -            -           -
Redemption of preferred stock    (3,528)    (50,274)        -         -           -         -          -            -      (50,274)
Excess of market value over book
  value of ESOP shares released       -           -         -         -      19,000         -          -            -       19,000
Net income                            -           -         -         -           -         -          -    2,943,159    2,943,159
ESOP obligation, repayments           -           -         -         -           -    35,489          -            -       35,489
Net change in unrealized gains
  (losses) on securities
  available-for-sale,
  net of tax                          -           -         -         -           -         -    384,762            -      384,762
				_______    ________  ________   _______  __________  ________  _________    _________    _________

BALANCE, DECEMBER 31, 2001            -           - 2,901,142   290,114  12,972,762  (149,638)   469,962    9,044,361   22,627,561


Dividends on common stock -
  $.25 per share                      -           -         -         -           -         -          -     (725,286)    (725,286)
Excess of market value over book
  value of ESOP shares released       -           -         -         -      25,000         -          -            -       25,000
Net income                            -           -         -         -           -         -          -    4,429,083    4,429,083
ESOP obligation, repayments           -           -         -         -           -    40,663          -            -       40,663
Net change in unrealized gains
  (losses) on securities
  available-for-sale,
  net of tax                          -           -         -         -           -         -     721,538           -      721,538
				_______    ________  ________   _______  __________  ________  __________  ___________  __________

BALANCE, DECEMBER 31, 2002            -   $       - 2,901,142  $290,114 $12,997,762 ($108,975) $1,191,500  $12,748,158 $27,118,559
				=======    ======== =========  ======== ===========  ========  ==========  ===========  ==========


See notes to consolidated financial statements.










MIDSOUTH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
________________________________________________________________________________________________________

							   2002               2001             2000

                                                                                 
CASH FLOWS FROM OPERATING
  ACTIVITIES:
    Net income                                       $     4,429,083     $    2,943,159   $   2,895,137
    Adjustments to reconcile net income
      to net cash provided by operating
      activities:
	Depreciation and amortization                       1,365,708         1,310,180       1,371,272
	Provision for loan losses                           1,398,250         2,176,224         897,038
	Provision for and losses on other real
	  estate owned                                          8,302            92,687         104,226
	Deferred income taxes (benefit)                        14,000           (70,000)        (17,000)
	Amortization of premiums on securities, net           517,083           204,538          80,327
	Gain on sales of securities                          (156,259)         (188,883)        (16,126)
	Change in accrued interest receivable                (304,890)          167,556        (446,168)
	Change in accrued interest payable                   (351,959)           49,763         292,131
	Other, net                                           (222,446)           61,530        (205,911)
							  ___________      ____________      __________
	   Net cash provided by operating
	     activities                                     6,696,872         6,746,754       4,954,926
							  ___________      ____________      __________

CASH FLOWS FROM INVESTING
  ACTIVITIES:
    Net decrease (increase) in interest-
      bearing deposits in banks                               107,512           (40,524)        287,442
    Proceeds from sales of securities
      available-for-sale                                    3,356,378         9,794,538       2,064,519
    Proceeds from maturities and calls of
      securities available-for-sale                        40,838,882        28,736,270      14,949,666
    Proceeds from maturities of securities
       held-to-maturity                                       185,000            25,000          50,000
    Purchases of securities available-for-sale            (57,257,019)      (59,776,682)    (13,790,321)
    Purchases of securities held-to-maturity                       -                 -       (2,376,258)
    Loan originations, net of repayments                   (8,460,365)      (11,675,897)    (34,881,779)
    Purchases of premises and equipment                    (1,744,910)       (1,506,020)     (1,681,950)
    Proceeds from sales of other real
      estate owned                                            417,000           117,306         197,186
    Net cash received from acquisition                      5,882,448                -             -
    Other, net                                                  1,509             8,533            -
							  ___________      ____________      __________

	 Net cash used in investing activities            (16,673,565)      (34,317,476)    (35,181,495)
							  ___________      ____________      __________


											 (Continued)






MIDSOUTH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
____________________________________________________________________________________________________


							  2002             2001               2000

                                                                               
CASH FLOWS FROM FINANCING
  ACTIVITIES:
    Net increase in deposits                              722,867       11,030,253       67,856,999
    Net increase (decrease) in repurchase agreement     2,315,781         (334,537)         391,015
    Repayments of FHLB advances, net                         -            (175,968)      (3,000,000)
    Issuance of notes payable                             700,030           20,000        1,525,000
    Proceeds from junior subordinated
      debentures, net                                        -           6,774,297             -
    Repayments of notes payable                        (1,563,000)      (3,064,000)        (333,129)
    Proceeds from issuance of common stock                   -              33,764             -
    Payment of dividends on common and
      preferred stock                                    (580,228)        (614,073)        (638,468)
    Redemption of preferred stock                            -             (50,274)        (264,000)
						       __________       __________      ___________

	Net cash provided by financing activities       1,595,450       13,619,462       65,537,417
						       __________       __________      ___________

NET (DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS                                     (8,381,243)     (13,951,260)      35,310,848

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF YEAR                                    35,847,278       49,798,538       14,487,690
						       __________       __________      ___________

CASH AND CASH EQUIVALENTS AT
  END OF YEAR                                        $ 27,466,035    $  35,847,278      $49,798,538
						       ==========       ==========      ===========

SUPPLEMENTAL CASH FLOW
  INFORMATION:
  Interest paid                                      $  7,061,190    $  10,359,163      $ 9,495,034
						       ==========       ==========      ===========

  Income taxes paid                                  $  1,550,000    $     800,155      $   985,408
						       ==========       ==========      ===========


See notes to consolidated financial statements.


											(Concluded)







MIDSOUTH BANCORP, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
_________________________________________________________


1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	The consolidated financial statements of MidSouth
	Bancorp, Inc. (the Company) and its wholly owned
	subsidiaries MidSouth Bank, N.A. (the Bank) and Financial
	Services of the South, Inc. (the Finance Company), have
	been prepared in accordance with accounting principles
	generally accepted in the United States of America and
	conform with general practices within the banking industry.
	A summary of significant accounting policies follows:

	Description of Business - The Company is a bank holding
	company headquartered in Lafayette, Louisiana operating
	principally in the community banking business segment by
	providing banking services to commercial and retail
	customers through its wholly owned subsidiary, the Bank.
	The Bank is community oriented and focuses primarily on
	offering competitive commercial and consumer loan and
	deposit services to individuals and small to middle market
	businesses.  The Company also provides consumer loan
	services to individuals through the Finance Company.

	Comprehensive Income - Comprehensive income includes
	net income and other comprehensive income which, in the
	case of the Company, includes only unrealized gains and
	losses on securities available-for-sale.

	Consolidation - The consolidated financial statements of
	the Company include the accounts of the Company, the
	Bank and the Finance Company.  All significant
	intercompany transactions and balances have been
	eliminated.

	Use of Estimates - The preparation of financial statements
	in conformity with accounting principles generally
	accepted in the United States of America requires
	management to make estimates and assumptions that affect
	the reported amounts of assets and liabilities, and
	disclosures of contingent assets and liabilities at the date of
	the financial statements and the reported amounts of
	revenues and expenses during the reporting period.  Actual
	results could differ from those estimates.

	Securities - Securities are accounted for in accordance with
	Statement of Financial Accounting Standards (SFAS) No.
	115 "Accounting for Certain Investments in Debt and
	Equity Securities".  SFAS No. 115 requires the
	classification of securities into one of three categories:
	trading, available-for-sale, or held-to-maturity.
	Management determines the appropriate classification of
	debt securities at the time of purchase and re-evaluates this
	classification periodically.  Trading account securities are
	held for resale in anticipation of short-term market
	movements.  Debt securities are classified as
	held-to-maturity when the Company has the positive intent
	and ability to hold the securities to maturity.  Securities not
	classified as held-to-maturity or trading are classified as
	available-for-sale.  The Company had no trading account
	securities during the three years ended December 31, 2002.
	Held-to-maturity securities are stated at amortized cost.
	Available-for-sale securities are stated at fair value, with
	unrealized gains and losses, net of deferred taxes, reported
	as a separate component of stockholders' equity until
	realized.




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

	Derivative Instruments - The Company recognizes all
	derivatives as either assets or liabilities in the Company's
	balance sheet and measures those instruments at fair value.
	If certain conditions are met, a derivative may be specially
	designated as a hedge.  The accounting for changes in the
	fair value of a derivative depends on the intended use of the
	derivative and the resulting designation.  The Company is
	not currently engaged in any significant activities with
	derivatives.

	Loans - Loan origination fees and certain direct origination
	costs are capitalized and recognized as an adjustment to
	yield over the life of the related loan.  Interest on
	commercial and real estate mortgage loans is recorded as
	income based upon the principal amount outstanding.
	Unearned income on installment loans is credited to
	operations based on a method which approximates the
	interest method.  Where doubt exists as to collectibility of a
	loan, the accrual of interest is discontinued and subsequent
	payments received are applied first to principal.  Upon such
	discontinuances all unpaid accrued interest is reversed.
	Interest income is recorded after principal has been
	satisfied and as payments are received.

	The Company considers a loan to be impaired when, based
	upon current information and events, it believes it is
	probable that the Company will be unable to collect all
	amounts due according to the contractual terms of the loan
	agreement.  The Company's impaired loans include
	troubled debt restructurings, and performing and
	non-performing major loans in which full payment of
	principal or interest is not expected.  Non-major
	homogenous loans, which are evaluated on an overall basis,
	generally include all loans under $50,000.  The Company
	calculates the allowance required for impaired loans based
	on the present value of expected future cash flows
	discounted at the loan's effective interest rate, or at the
	loan's observable market price or the fair value of its
	collateral.

	Generally, loans of all types which become 90 days
	delinquent are either in the process of collection through
	repossession or foreclosure or alternatively, are deemed
	currently uncollectible.  Loans deemed currently
	uncollectible are charged-off against the allowance
	account.  As a matter of policy, loans are placed on a
	non-accrual status where doubt exists as to collectibility.

	Allowance for Loan Losses - The allowance for loan losses
	is a valuation account available to absorb probable losses
	on loans.  All losses are charged to the allowance for loan
	losses when the loss actually occurs or when a
	determination is made that a loss is likely to occur.
	Recoveries are credited to the allowance for loan losses at
	the time of recovery.  Periodically during the year,
	management estimates the probable level of losses in the
	existing portfolio based on the Company's past loan loss
	experience, known inherent risks in the portfolio, adverse
	situations that may affect the borrowers ability to repay, the
	estimated value of any underlying collateral and current
	economic conditions.  Based on these estimates, the
	allowance for loan losses is increased by charges to income
	and decreased by charge-offs (net of recoveries).

	Premises and Equipment - Premises and equipment are
	stated at cost less accumulated depreciation and
	amortization.  Depreciation and amortization are computed
	using the straight-line method over the estimated useful
	lives of the assets which generally range from 3 to 30
	years.  Leasehold improvements are amortized over the
	estimated useful lives of the improvements or the term of
	the lease, whichever is shorter.





	Other Real Estate Owned - Real estate properties acquired
	through, or in lieu of, loan foreclosures are initially
	recorded at fair value at the date of foreclosure establishing
	a new cost basis.  After foreclosure, valuations are
	periodically performed by management and the real estate
	is carried at the lower of carrying amount or fair value less
	cost to sell.  Revenues and expenses from operations and
	changes in the valuation allowance are included in loss on
	foreclosed real estate.

	Income Taxes - Deferred income taxes are provided for
	temporary differences between items of income or expense
	reported in the consolidated financial statements and those
	reported for income tax purposes.

	The Company computes deferred income taxes based on
	the difference between the financial statements and tax
	basis of assets and liabilities using enacted tax rates in
	effect in the years in which the differences are expected to
	reverse.

	Goodwill - Prior to 2002, Goodwill was amortized on the
	straight-line basis over a fifteen year period.  Amortization
	expense amounted to approximately $-0- in 2002, $60,584
	in 2001 and $60,584 in 2000.  Accumulated amortization at
	December 31, 2002 and 2001 was $421,705.

	In June 2001, the Financial Accounting Standards Board
	issued Statement of Financial Accounting Standards
	No. 141 "Business Combinations" and No. 142 "Goodwill
	and Other Intangibles."  These Statements provide that,
	among other things, (1) all business combinations on or
	after July 1, 2001 be accounted for as purchases, (2) any
	related goodwill on those acquisitions does not require
	amortization, but is subject to a periodic impairment test
	and that (3) goodwill on any of the Company's acquisitions
	prior to July 1, 2001 not be amortized after January 1,
	2002, but is subject to a periodic impairment test.  The
	Company performed fair value based impairment tests on
	its goodwill and determined that the fair value exceeded the
	recorded value at December 31, 2002 and 2001.  No
	impairment loss, therefore, was recorded.

	Stock-Based Compensation - The Company applies APB
	Opinion No. 25 and related interpretations in accounting
	for its stock options.  Since all options are exercisable at
	the estimated fair value at the date of grant, no
	compensation cost has been recognized.  The pro forma
	disclosures required by SFAS 123 are included in Note 12.

	Basic and Diluted Earnings Per Common Share - Basic
	earnings per common share (EPS) excludes dilution and is
	computed by dividing income available to common
	stockholders by the weighted-average number of common
	shares outstanding for the period.  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 income of the
	Company.  Diluted EPS is computed by dividing net
	income by the total of the weighted-average number of
	shares outstanding plus the effect of outstanding options
	and convertible preferred stock.

	Statements of Cash Flows - For purposes of reporting cash
	flows, cash and cash equivalents include cash on hand,
	amounts due from banks, and federal funds sold.
	Generally, federal funds are sold for one-day periods.

2.      ACQUISITION OF BANK

	During 2002, the Company purchased the Morgan City,
	Louisiana branch of another bank.  The Company acquired
	loans of approximately $5,400,000, property of
	approximately $200,000 and assumed deposit liabilities of
	approximately $12,200,000.  The Company received cash
	of approximately $5,900,000 after payment of a premium
	of approximately $500,000 and certain other costs.  An
	intangible asset of approximately $650,000 resulted from
	this acquisition.  This intangible





	asset has been classified as a core deposit intangible and is
	being amortized on an accelerated basis over 10 years.  The
	amortized balance of the core deposit intangible was
	$623,359 at December 31, 2002 and is included in other
	assets.  The Company does not have sufficient information
	regarding the operating results of this branch prior to the
	date of acquisition and, accordingly, pro forma operating
	results are not being provided.

3.      CASH AND DUE FROM BANKS

	The Company is required to maintain average balances
	relating to its deposit liabilities.  This requirement is
	ordinarily satisfied by cash on hand.

4.      INVESTMENT SECURITIES

	The portfolio of securities consisted of the following:





							December 31, 2002
				______________________________________________________________
							 Gross          Gross
				    Amortized          Unrealized     Unrealized
Available-for-Sale                    Cost               Gains          Losses     Fair Value

                                                                     
U.S. Government agencies         $   15,664,856    $     288,400   $       -     $  15,953,256
Obligations of states and
  political subdivisions             22,281,823          746,971        11,495      23,017,299
Mortgage-backed securities           26,766,342          844,831        36,972      27,574,201
Collateralized mortgage
  obligations                        16,465,627           18,081        76,454      16,407,254
Corporate securities                  4,097,807           75,889           -         4,173,696
Mutual funds                          1,000,000              -          29,000         971,000
Other                                 1,479,000              -            -          1,479,000
				 ______________    _____________   ___________   _____________


				 $   87,755,455    $   1,974,172   $   153,921   $  89,575,706
				 ==============    =============   ===========   =============








							 December 31, 2001
				__________________________________________________________________
							  Gross          Gross
				      Amortized        Unrealized     Unrealized
Available-for-Sale                      Cost              Gains         Losses      Fair Value

                                                                      
U.S. Government agencies         $      14,710,956  $      185,389   $    42,379  $ 14,853,966
Obligations of states and
  political subdivisions                13,477,575         192,205        22,214    13,647,566
Mortgage-backed securities              20,775,671         383,355        61,746    21,097,280
Collateralized mortgage
  obligations                           20,184,344          73,305        32,177    20,225,472
Corporate securities                     3,569,507          82,423           700     3,651,230
Mutual funds                             1,000,000            -           30,000       970,000
Other                                    1,334,900            -             -        1,334,900
				 _________________  ______________   ___________  ____________

				 $      75,052,953  $      916,677   $   189,216  $ 75,780,414
				 =================  ==============   ===========  ============








							December 31, 2002
				  ____________________________________________________________
							 Gross         Gross
				     Amortized         Unrealized    Unrealized
Held-to-Maturity                        Cost             Gains         Losses      Fair Value

                                                                     
Obligations of states and
  political subdivisions           $  23,398,282     $   2,262,229  $       -    $  25,660,511
				   =============     =============  ===========  =============








						      December 31, 2001
				_____________________________________________________________
						    Gross          Gross
				 Amortized       Unrealized     Unrealized
Held-to-Maturity                   Cost             Gains         Losses       Fair Value

                                                                  
Obligations of states and
  political subdivisions        $  23,584,850     $   1,183,889   $  33,617   $  24,735,122
				=============     =============   =========   =============








	The amortized cost and fair value of securities at
	December 31, 2002 by contractual maturity are shown
	below.  Expected maturities may differ from contractual
	maturities because borrowers may have the right to call or
	prepay obligations with or without call or prepayment
	penalties.






							       Amortized
Available-for-Sale                                                Cost               Fair Value

                                                                           
Due in one year or less                                    $       7,958,471     $      8,019,132
Due after one year through five years                             23,137,224           23,550,823
Due after five years through ten years                             8,385,391            8,741,445
Due after ten years                                                2,563,400            2,832,851
Mortgage-backed securities and collaterized
  mortgage obligations                                            43,231,969           43,981,455
Mutual funds                                                       1,000,000              971,000
Other securities                                                   1,479,000            1,479,000
							   _________________     ________________

							   $      87,755,455     $     89,575,706
							   =================     ================







							     Amortized
Held-to-Maturity                                                Cost            Fair Value

                                                                          
Due in one year or less                                   $           30,000    $        30,096
Due after one year through five years                              6,348,549          6,939,007
Due after five years through ten years                            14,144,308         15,476,551
Due after ten years                                                2,875,425          3,214,857
							  __________________    _______________

							  $       23,398,282    $    25,660,511
							  ==================    ===============





	Proceeds from sales of securities available-for-sale during
	2002, 2001 and 2000 were $3,356,378,  $9,794,538 and
	$2,064,519, respectively.  Gross gains of $156,259,
	$188,883 and $16,126 were recognized on sales in 2002,
	2001 and 2000, respectively.

	Securities with an aggregate carrying value of
	approximately $27,792,000 and $33,000,000 at
	December 31, 2002 and 2001 were pledged to secure
	public funds on deposit and for other purposes required or
	permitted by law.

	The Company's collateralized mortgage obligations
	(CMO's) consist primarily of first and second tranche
	sequential pay and/or planned amortization class (PAC)
	instruments.



5.      LOANS

	The loan portfolio consisted of the following:




									 December 31,
							  ______________________________________
							       2002                    2001
                                                                          
Commercial, financial and agricultural                    $      75,890,502     $     68,710,853
Lease financing receivable                                        3,399,240            4,729,558
Real estate - mortgage                                          109,489,813           97,647,501
Real estate - construction                                        8,396,166            7,090,105
Installment loans to individuals                                 29,773,158           31,070,473
Other                                                               103,347            5,141,631
							  _________________     ________________
								227,052,226          214,390,121


Less allowance for loan losses                                   (2,891,380)          (2,705,058)
							  _________________     ________________

							  $     224,160,846     $    211,685,063
							  =================     ================





	Loans are stated net of unearned income and loan
	origination fees in the above table.  The amount of such
	items is not significant.

	An analysis of the activity in the allowance for loan losses
	is as follows:






							 Year Ended December 31,
					      _____________________________________________
						  2002             2001            2000

                                                                      
Balance at beginning of year                   $ 2,705,058     $ 2,276,187     $ 1,967,326
Provision for loan losses                        1,398,250       2,176,224         897,038
Recoveries                                         152,207         165,980         120,250
Loans charged off                               (1,364,135)     (1,913,333)       (708,427)
						__________      __________     ___________

Balance at end of year                         $ 2,891,380     $ 2,705,058     $ 2,276,187
						==========      ==========     ===========





	During the years ended December 31, 2002, 2001 and
	2000, there were approximately $66,000, $123,000 and
	$177,000, respectively, of net transfers from loans to other
	real estate owned.

	As of December 31, 2002 and 2001, loans outstanding to
	directors, executive officers, and their affiliates were
	$1,018,746 and $1,916,721, respectively.  In the opinion of
	management, all transactions entered into between the
	Company and such related parties have been and are made
	in the ordinary course of business, on substantially the
	same terms and conditions, including interest rates and
	collateral, as similar transactions with unaffiliated persons
	and do not involve more than the normal risk of collection.

	An analysis of the 2002 activity with respect to these
	related party loans is as follows:






                                                                 
Balance, January 1, 2002                              $ 1,916,721      $ 1,240,383
New loans                                               1,635,215          890,030
Repayments                                             (2,533,190)        (213,692)
						      ___________      ___________

Balance, December 31, 2002                            $ 1,018,746      $ 1,916,721
						      ===========      ===========








	Non-accrual and renegotiated loans amounted to
	approximately $562,000 and $769,000 at December 31,
	2002 and 2001, respectively.  The Company's other
	individually evaluated impaired loans were not significant
	at December 31, 2002 and 2001.  The related allowance
	amounts on impaired loans were not significant and there
	was no significant change in these amounts during the
	years ended December 31, 2002, 2001 or 2000.  The
	amount of interest not accrued on these loans did not have
	a significant effect on net income in 2002, 2001 or 2000.

6.      BANK PREMISES AND EQUIPMENT

	Premises and equipment consisted of the following:





									       December 31,
							       __________________________________________
								      2002                      2001

                                                                                 
Buildings and improvements                                     $     10,393,314        $        9,262,747
Furniture, fixtures, and equipment                                    8,159,016                 7,813,027
Automobiles                                                             259,655                   259,655
Leasehold improvements                                                  980,236                   652,274
Construction-in-process                                                  45,063                 1,147,540
								_______________         _________________

								     19,837,284                19,135,243
Less accumulated depreciation and amortization                       (7,515,774)               (7,184,542)
								_______________         _________________

							       $     12,321,510        $       11,950,701
								===============         =================





7.      DEPOSITS

	Deposits consisted of the following:






								       December 31,
						       ______________________________________
							       2002                  2001

                                                                       
Non-interest bearing                                   $     94,452,378      $     91,145,842
Savings and money market                                     91,643,637            84,174,077
NOW accounts                                                 48,308,894            39,498,633
Time deposits under $100,000                                 63,952,648            69,681,325
Time deposits over $100,000                                  45,117,289            46,077,581
							_______________      ________________

						       $    343,474,846      $    330,577,458
							===============      ================





	Approximately $85,521,000 of time deposits mature in
	2003 and the balance principally in 2004.


8.      NOTES PAYABLE AND LONG-TERM DEBT






								     December 31,
							____________________________________
							      2002                 2001

                                                                       
Notes payable to financial institutions                 $        568,030     $     1,431,000
Junior subordinated debentures                                 7,000,000           7,000,000
							________________     _______________

							$      7,568,030     $     8,431,000
							================     ===============


	Notes payable and long-term debt consisted of the
	following:












	At December 31, 2002, the note payable to financial
	institutions consisted of the balance of a note established by
	Financial Services of the South, Inc. on December 12, 2002
	in the amount of $700,030.  Proceeds of the note were used
	to payout the balance of a $1,099,000 loan issued April 30,
	2002.  The note bears interest at a variable rate equal to the
	commercial prime rate as quoted in the "Money Rates"
	section of the Wall Street Journal plus twenty-five basis
	points (0.25%).  At December 31, 2002 the effective rate
	was 4.50%.  Interest on this note is payable monthly, with
	principal due at maturity on December 12, 2003.  At
	December 31, 2001, the note payable balance was
	$1,431,000 under a line of credit of $2,000,000 issued on
	April 30, 2001.

	On February 22, 2001, the Company, issued $7,000,000 of
	junior subordinated debentures.  The $7,000,000 qualifies
	as Tier 1 capital for regulatory capital purposes, but is
	classified as a liability under accounting principles
	generally accepted in the United States of America.  These
	debentures are presented in the Consolidated Statements of
	Condition as "Junior Subordinated Debentures."  These
	junior subordinated debentures carry an interest rate of
	10.20% with interest paid semi-annually in arrears and
	mature on February 22, 2031.  Under certain
	circumstances, these debentures are subject to repayment
	on February 22, 2011 or thereafter.

9.      COMMITMENTS AND CONTINGENCIES


	At December 31, 2002, future annual minimum rental
	payments due under noncancellable operating leases,
	primarily for land, are as follows:





                                                                  
2003                                                                 $      569,668
2004                                                                        558,677
2005                                                                        562,599
2006                                                                        557,388
2007                                                                        505,568
Thereafter                                                                5,635,032
								     ______________

								     $    8,388,932
								     ==============







	Rental expense under operating leases for 2002, 2001 and
	2000 was approximately $635,000, $540,000, and
	$520,000, respectively.  Sublease income for 2002, 2001
	and 2000 amounted to $31,800 each year.

	The Company and its subsidiaries are parties to various
	legal proceedings arising in the ordinary course of
	business.  In the opinion of management, the ultimate
	resolution of these legal proceedings will not have a
	material adverse effect on the Company's financial
	position, results of operations or cash flows.




10.     INCOME TAXES

	Deferred income taxes reflect the net tax effects of
	temporary differences between the carrying amounts of
	assets and liabilities for financial reporting purposes and
	the amounts used for income tax purposes.  Significant
	components of the Company's deferred tax assets and
	liabilities as of December 31, 2002 and 2001 are as
	follows:






							   2002                   2001
                                                                          
Deferred tax assets:
  Allowance for loan losses                             $    603,000            $ 620,000
  Other                                                      159,000              116,000
							 ___________             ________

	   Total deferred tax assets                         762,000              736,000
							 ___________             ________
Deferred tax liabilities:
  FHLB stock dividends                                       (96,000)             (88,000)
  Depreciation                                              (335,000)            (276,000)
  Unrealized gain on securities                             (629,000)            (258,000)
  Other                                                      (92,000)            (119,000)
							 ___________             ________

	   Total deferred tax liabilities                 (1,152,000)            (741,000)
							 ___________             ________

	   Net deferred tax liability                   $   (390,000)           $  (5,000)
							 ===========             ========







	Components of income tax expense are as follows:




						     2002             2001            2000

                                                                        
Current                                      $     1,414,253    $     936,105    $    968,204
Deferred expense (benefit)                            14,000          (70,000)        (17,000)
					      ______________     ____________     ___________

					     $     1,428,253    $     866,105    $    951,204
					      ==============     ============     ===========





	The provision for federal income taxes differs from the
	amount computed by applying the U.S. Federal income tax
	statutory rate of 34% on income as follows:






							      Year Ended December 31,
						_______________________________________________
						      2002             2001             2000

                                                                          
Taxes calculated at statutory rate              $    1,991,494    $  1,295,150     $  1,307,756
Increase (decrease) resulting from:
  Tax-exempt interest                                 (550,690)       (450,711)        (370,894)
  Other                                                (12,551)         21,666           14,342
						 _____________     ___________      ___________

						$    1,428,253    $    866,105     $    951,204
						 =============     ===========      ===========





	The deferred income tax expense relating to unrealized
	gains on securities available-for-sale included in other
	comprehensive income amounted to $424,378 in 2002,
	$258,820 in 2001 and, $531,500 in 2000.  Income taxes
	relating to gains on sales of securities amounted to $53,128
	in 2002, $64,220 in 2001 and, $5,483 in 2000.





11.     EMPLOYEE BENEFITS

	The Company sponsors a leveraged employee stock
	ownership plan (ESOP) that covers all employees who
	meet minimum age and service requirements.  The
	Company makes annual contributions to the ESOP in
	amounts as determined by the Board of Directors.  These
	contributions are used to pay debt service and purchase
	additional shares.  Certain ESOP shares are pledged as
	collateral for this debt.  As the debt is repaid, shares are
	released from collateral and allocated to active employees,
	based on the proportion of debt service paid in the year.
	The note is payable to the Bank.  Because the source of the
	loan payments are contributions received by the ESOP
	from the Company, the related note receivable is shown as
	a reduction of stockholders' equity.  The balance of the
	note receivable from the ESOP was $108,975 and $149,638
	at December 31, 2002 and 2001, respectively.  In
	accordance with the American Institute of Certified Public
	Accountants' Statement of Position 93-6 (SOP),
	compensation costs relating to shares purchased are based
	on the market price of the shares on the date released for
	allocation and the related unreleased shares are not
	considered outstanding in the computation of earnings per
	common share.  ESOP compensation expense was
	$193,000, $175,000 and $156,750 for the years ended
	December 31, 2002, 2001 and 2000, respectively.  The
	ESOP shares as of December 31, 2002 and 2001 were as
	follows:







							     2002            2001
                                                                   
Allocated shares                                              256,349       263,590
Shares released for allocation                                  5,383         5,049
Unreleased shares                                              12,819        18,202
							   __________     _________

Total ESOP shares                                             274,551       286,841
							   ==========     =========
Fair value of unreleased shares at
 December 31,                                             $   221,769    $  211,143
							   ==========     =========





	During 1996 the Company adopted a deferred
	compensation plan for certain officers which qualifies as a
	defined contribution plan.  Contributions to the plan are
	required only if "excess earnings", as defined, are
	achieved.  The participants accrue benefits based only on
	the contributions made.  During 2002, 2001 and 2000, no
	contributions were required.

12.     EMPLOYEE STOCK PLANS

	In May 1997 the stockholders of the Company approved
	the 1997 Stock Incentive Plan to provide incentives and
	awards for employees of the Company and its subsidiaries.
	"Awards" as defined in the Plan includes, with limitations,
	stock options (including restricted stock options), stock
	appreciation rights, performance shares, stock awards and
	cash awards, all on a stand-alone, combination or tandem
	basis.  A total of 8% of the Company's common shares
	outstanding can be granted under the Plan.  The exercise
	price of options is equal to the market price on the date of
	grant.  The Company is applying APB Opinion No. 25 and
	related interpretations in accounting for stock options.
	Since all options are exercisable at the estimated fair
	market value at the date of grant, no compensation expense
	has been recognized.






	During 2002, options to purchase 30,000 shares were
	granted which are exercisable at $13.00 per share.  During
	1998, options to purchase 23,155 shares were granted
	which are exercisable at $15.42 per share.  During 1997,
	options to purchase 139,223 shares were granted which are
	exercisable at $6.67 per share.  These options are
	exercisable in 20% increments beginning one year from the
	date of grant.  The options expire ten years after the date of
	grant.  Options to purchase 5,062 shares at $6.67 per share
	were exercised in the year ended December 31, 2001.
	None of the other options have been exercised and all of
	them are outstanding at December 31, 2002

	Options on 134,161 shares at $6.67 per share and on
	18,524 shares at $15.42 per share were exercisable at
	December 31, 2002.  Options on 106,316 shares at $6.67
	per share and on 13,893 shares at $15.42 per share were
	exercisable at December 31, 2001.  The weighted average
	remaining contractual life of options outstanding at
	December 31, 2002 was 4.9 years.

	The Company has adopted the disclosure-only option under
	SFAS No. 123, "Accounting for Stock Based
	Compensation."  Had compensation cost for the
	Company's stock options been determined based on the fair
	value at the grant date consistent with the method under
	SFAS No. 123, the Company's net income available to
	common stockholders and income per common share
	would have been as indicated below:






								      Year Ended
						  ________________________________________________
							2002               2001            2000

                                                                            
Net income available to common stockholders:
  As reported                                    $     4,429,083     $   2,890,408   $   2,649,113
  Pro forma                                            4,399,083         2,855,539       2,601,041

Basic income per common share:
  As reported                                    $          1.53     $        1.08   $        1.07
  Pro forma                                                 1.52              1.07            1.05

Diluted income per common share:
  As reported                                    $          1.50     $        1.00   $         .95
  Pro forma                                                 1.49               .99             .94






	The fair value of the options granted under the Company's
	stock option plan during the year ended December 31, 2002
	was estimated using the Black-Scholes Option Pricing
	Model with the following assumptions used:  dividend
	yield of 1.5%, expected volatility of 20%, risk free interest
	rate of 5.0% , and expected lives of 8 years.

13.     STOCKHOLDERS' EQUITY

	On July 31, 1995, the Company issued 187,286 shares of
	Series A Cumulative Convertible Preferred Shares with a
	stated value of $14.25.  The Convertible Preferred Shares
	were convertible at any time at the option of the holder into
	common stock, at the rate of 2.998 shares of Common
	Stock for each Convertible Preferred Share.  During the
	year ended December 31, 2001, the Company called for
	redemption of all outstanding shares and upon that notice,
	substantially all of the remaining outstanding preferred
	stock of 130,620 shares was converted into common stock
	by their holders.  The Convertible Preferred Shares were
	redeemable, in whole or in part, at the option of the
	Company at the stated value of $14.25.  Dividends on the
	Convertible Preferred Shares was determined each year on
	an annual rate, fixed on December 31 of each year for the
	ensuing calendar year and was 6.51% at December 31,
	2000.  The dividends were cumulative and payable
	quarterly in arrears.  Holders of Convertible Preferred
	Shares were not entitled to normal voting rights unless
	certain conditions existed.





	The payment of dividends by the Bank to the Company is
	restricted by various regulatory and statutory limitations.
	At December 31, 2002, the Bank has approximately
	$7,000,000 available to pay dividends to the Parent
	Company without regulatory approval.

14.     NET INCOME PER COMMON SHARE

	Following is a summary of the information used in the
	computation of earnings per common share.






							     Year Ended December 31,
						 _____________________________________________
						     2002             2001            2000

                                                                         
Net income                                       $  4,429,083     $  2,943,159    $  2,895,137
Preferred dividend requirement on shares
  redeemed                                                  -                -         107,250
						  ___________      ___________     ___________
Net income, as adjusted - used in
  computation of diluted earnings per
  common share                                      4,429,083        2,943,159       2,787,887
Preferred dividend requirement on shares
  excluding shares redeemed                                 -           52,751         138,774
						  ___________      ___________     ___________
Net income available to common
  stockholders - used in computation of
  basic earnings per common share                $  4,429,083     $  2,890,408    $  2,649,113
						  ===========      ===========     ===========

Weighted average number of common
  shares outstanding - used in computation
  of basic earnings per common share                2,887,989        2,679,348       2,487,187
Effect of dilutive securities:
  Stock options                                        65,717           49,579          29,196
  Convertible preferred stock                               -          220,617         406,428
						  ___________      ___________     ___________

Weighted average number of common
  shares outstanding plus effect of dilutive
  securities - used in computation of
  diluted earnings per common share                 2,953,706        2,949,544       2,922,811
						  ===========      ===========     ===========





15.     FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

	The Bank is a party to various financial instruments with
	off-balance sheet risk in the normal course of business to
	meet the financing needs of its customers and to reduce its
	own exposure to fluctuations in interest rates.  These
	financial instruments include commitments to extend credit
	and commercial letters of credit.  Those instruments
	involve, to varying degrees, elements of credit and interest
	rate risk in excess of the amounts recognized in the
	statements of financial condition.  The contract or notional
	amounts of those instruments reflect the extent of the
	involvement the Bank has in particular classes of financial
	instruments.

	The Bank's exposure to loan loss in the event of
	nonperformance by the other party to the financial
	instrument for commitments to extend credit, commercial
	letters of credit and financial guarantees is represented by
	the contractual amount of those instruments.  The Bank
	uses the same credit policies, including considerations of
	collateral requirements, in making these commitments and
	conditional obligations as it does for on-balance sheet
	instruments.







							      Contract or Notional
								      Amount
						      __________________________________
							     2002                 2001
                                                                     
Financial instruments whose contract
  amounts represent credit risk:
    Commitments to extend credit                      $   57,157,000       $  78,000,000
    Commercial letters of credit                             782,737           1,200,000






	Commitments to extend credit are agreements to lend to a
	customer as long as there is no violation of any condition
	established in the contract.  Commitments generally have
	fixed expiration dates or other termination clauses and may
	require payment of a fee.  Since many of the commitments
	are expected to expire without being fully drawn upon, the
	total commitment amounts disclosed above do not
	necessarily represent future cash requirements.
	Substantially all of these commitments are at variable rates.

	Commercial letters of credit and financial guarantees are
	conditional commitments issued by the Bank to guarantee
	the performance of a customer to a third party.  The credit
	risk involved in issuing letters of credit is essentially the
	same as that involved in extending loan facilities to its
	customers.  Approximately 50% of these letters of credit
	were secured by marketable securities, cash on deposits or
	other assets at December 31, 2002 and 2001.

16.     REGULATORY MATTERS

	The Company and the Bank are subject to various
	regulatory capital requirements administered by the federal
	banking agencies.  Failure to meet minimum capital
	requirements can initiate certain mandatory and possibly
	additional discretionary actions by regulators that, if
	undertaken, could have a direct material effect on the
	financial statements.  Under capital adequacy guidelines,
	the Company and the Bank must meet specific capital
	guidelines that involve quantitative measures of assets,
	liabilities, and certain off-balance-sheet items as calculated
	under regulatory accounting practices.  The capital amounts
	and classification are 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 Company and the Bank to
	maintain minimum amounts and ratios (set forth in the
	table below) of total and Tier 1 capital (as defined in the
	regulations) to risk-weighted assets (as defined), and of
	Tier 1 capital (as defined) to average assets (as defined).

	As of December 31, 2002 and 2001, the most recent
	notifications from the Federal Deposit Insurance
	Corporation categorized the Bank as well capitalized under
	the regulatory framework for prompt corrective action.  To
	be categorized as well capitalized the Bank must maintain
	minimum total risk-based, Tier 1 risk-based, Tier 1
	leverage ratios as set forth in the table.  There are no
	conditions or events since those notifications that
	management believes have changed the Bank's category.





	The Company's and the Bank's actual capital amounts and
	ratios are presented in the table below.





											    To Be Well
								    Required For          Capitalized Under
								   Minimum Capital        Prompt Corrective
					    Actual                Adequacy Purposes       Action Provisions
			    ______________________________  __________________________  ______________________
				    Amount       Ratio           Amount        Ratio     Amount        Ratio

                                                                                   
As of December 31, 2002:
  Total capital to risk
    weighted assets:
      Company               $      34,733,493    13.71 %   $    20,267,600    8.00 %        N/A          N/A
      Bank                         32,296,129    12.79 %        20,139,920    8.00 %     25,242,400    10.00 %

  Tier 1 capital to risk
    weighted assets:
      Company                      31,842,113    12.57 %        10,133,800    4.00 %        N/A          N/A
      Bank                         29,589,040    11.72 %        10,096,960    4.00 %     15,145,440     6.00 %

  Tier 1 capital to
    average assets:
    Company                        31,842,111     8.45 %        15,074,063    4.00 %        N/A          N/A
    Bank                           29,589,040     7.87 %        15,037,953    4.00 %     18,797,441     6.00 %







										      To Be Well
							    Required For           Capitalized Under
							   Minimum Capital         Prompt Corrective
			       Actual                     Adequacy Purposes        Action Provisions
			       Amount       Ratio       Amount          Ratio     Amount        Ratio
			    ________________________  ________________________   ____________________

                                                                           
As of December 31, 2001:
  Total capital to risk
    weighted assets:
      Company               $   31,400,670   13.20 %  $   19,035,031    8.00 %       N/A        N/A
      Bank                      28,881,917   12.23 %      18,891,533    8.00 %    23,614,416  10.00 %

  Tier 1 capital to risk
    weighted assets:
      Company                   28,695,612   12.06 %       9,517,515    4.00 %       N/A        N/A
      Bank                      26,379,246   11.17 %       9,445,767    4.00 %    14,168,650   6.00 %

  Tier 1 capital to
    average assets:
    Company                     28,695,612    8.02 %      14,314,377    4.00 %       N/A        N/A
    Bank                        26,379,246    7.41 %      14,239,231    4.00 %    17,799,038   5.00 %









17.     DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

	The following methods and assumptions were used to
	estimate the fair value of each class of financial instruments
	for which it is practicable to estimate that value:
	Cash, Due From Banks and Federal Funds Sold - For
	those short-term instruments, the carrying amount is a
	reasonable estimate of fair value.

	Securities - For securities, fair value equals quoted market
	price, if available.  If a quoted market price is not available,
	fair value is estimated using quoted market prices for
	similar securities.

	Loans, Net - The fair value of loans is estimated by
	discounting the future cash flows using the current rates at
	which similar loans would be made to borrowers with
	similar credit ratings and for the same remaining maturities.

	Deposits - The fair value of demand deposits, savings
	accounts, and certain money market deposits is the amount
	payable on demand at the reporting date.  The fair value of
	fixed-maturity certificates of deposit is estimated using the
	rates currently offered for deposits of similar remaining
	maturities.

	Notes Payable and Debentures - Rates currently available
	to the Company for debt with similar terms and remaining
	maturities are used to estimate the fair value of existing
	debt.

	Commitments - The fair value of commitments to extend
	credit was not significant.

	The estimated fair values of the Company's financial
	instruments are as follows at December 31, 2002 and 2001
	(in thousands):




						      2002                     2001
					  ________________________  ________________________
					    Carrying        Fair     Carrying        Fair
					     Amount        Value      Amount        Value
                                                                      
Financial assets:
  Cash, due from banks and federal
    fund sold                             $    27,468   $   27,468  $    35,956   $  35,956
  Securities available-for-sale                89,576       89,576       75,780      75,780
  Securities held-to-maturity                  23,398       25,661       23,585      24,735
  Loans, net                                  224,161      224,375      211,685     212,900

Financial liabilities:
  Non-interest bearing deposits                94,452       94,452       91,146      91,146
  Interest bearing deposits                   249,023      249,751      239,432     241,000
  Long-term notes payable                         568          568        1,431       1,431
  Junior subordinated debentures                7,000        9,000        7,000       7,300










18.     OTHER NON-INTEREST EXPENSE

	Other non-interest expense consisted of the following for
	the years ended December 31, 2002, 2001 and 2000:





						 2002             2001             2000
                                                                       
Professional fees                             $  661,951       $  455,740       $  375,012
FDIC assessments                                  56,277           56,367           50,612
Marketing expenses                               887,475          749,808          748,261
Data processing                                  173,331          184,371          193,796
Postage                                          307,653          285,066          249,950
Education and travel                             186,140          180,331          156,851
Printing and supplies                            434,437          377,538          366,652
Telephone                                        300,941          275,277          281,890
Other                                          2,261,790        2,174,139        1,987,460
					      __________       __________       __________

					      $5,269,995       $4,738,637       $4,410,464
					      ==========       ==========       ==========






19.     CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

	Summarized financial information for MidSouth Bancorp,
	Inc. (parent company only) follows:





	  STATEMENTS OF CONDITION

							   December 31,
						 __________________________________
						    2002                 2001
                                                             
      ASSETS

  Cash and interest-bearing deposits in bank     $   2,516,961     $    2,485,457
  Other assets                                         273,779            505,837
  Investment in and advances to subsidiaries        31,993,152         27,393,727
						 _____________     ______________
						 $  34,783,892     $   30,385,021
						 =============     ==============

      LIABILITIES AND STOCKHOLDERS' EQUITY

  Liabilities:
    Dividends payable                            $     290,114     $      145,057
    Junior subordinated debentures                   7,000,000          7,000,000
    Note payable to Bank                               108,975            149,638
    Other                                              266,244            462,765
						 _____________     ______________

      Total liabilities                              7,665,333          7,757,460
						 _____________     ______________

    Total stockholders' equity                      27,118,559         22,627,561
						 _____________     ______________

						 $  34,783,892     $   30,385,201
						 =============     ==============









	  STATEMENTS OF INCOME

							       Years Ended December 31,
						 __________________________________________________
						    2002                 2001                 2000
                                                                           
Revenue:
  Dividends from Bank                            $   1,200,000     $      200,000   $       925,000
  Equity in undistributed income of subsidiaries     3,685,521          3,165,996         2,169,325
  Rental and other income                              223,221            190,314            50,682
						 _____________     ______________   _______________
						     5,108,742          3,556,310         3,145,007
						 _____________     ______________   _______________

Expenses:
  Interest on short and long-term debt                 714,000            652,656           192,131
  Professional fees                                     86,239             73,925            75,073
  Other expenses                                       114,083            103,837            84,820
						 _____________     ______________   _______________

						       914,322            830,418           352,024
						 _____________     ______________   _______________

Income before income taxes                           4,194,420          2,725,892         2,792,983

Income tax benefit                                     234,663            217,267           102,154
						 _____________     ______________   _______________

Net income                                       $   4,429,083     $    2,943,159    $    2,895,137
						 =============     ==============   ===============








		     STATEMENTS OF CASH FLOWS

							  Years Ended December 31,
					      __________________________________________
						  2002              2001          2000

                                                                     
Cash flows from operating activities:
  Dividends from bank                         $ 1,200,000       $   200,000   $  925,000
  Other, net                                     (488,268)          (85,001)    (184,584)
					      ___________       ___________   __________
       Net cash provided by
	   operating activities                   711,732           114,999      740,416
					      ___________       ___________   __________

Cash flows from investing activities:
  Investment in and advances to subsidiaries     (100,000)       (1,500,000)    (225,000)
					      ___________       ___________   __________

       Net cash used in investing activities     (100,000)       (1,500,000)    (225,000)
					      ___________       ___________   __________

Cash flows from financing activities:
  Capital stock transactions                         -               33,764      (96,083)
  Redemption of preferred stock                      -              (50,274)    (264,000)
  Payment of dividends                           (580,228)         (614,073)    (638,468)
  (Repayments) proceeds of notes payable, net        -           (2,500,000)     507,097
  Proceeds from junior subordinated
    debentures, net                                  -            6,774,297         -
					      ___________       ___________   __________

       Net cash (used in) provided by
	 financing activities                    (580,228)        3,643,714     (491,454)
					      ___________       ___________   __________



Net increase in cash                               31,504         2,258,713       23,962

Cash, beginning of year                         2,485,457           226,744      202,782
					      ___________       ___________   __________

Cash, end of year                             $ 2,516,961       $ 2,485,457   $  226,744
					      ===========       ===========   ==========









Selected Quarterly Financial Data
(unaudited)
								     2002
					     _________________________________________________________

                                                                                    
(Dollars in thousands, except per share          IV              III               II                I
					     ______           ______           ______           ______

Interest income                              $5,989           $6,255           $6,072           $5,810
Interest expense                              1,541            1,666            1,697            1,805
					     ______           ______           ______           ______

Net interest income                           4,448            4,589            4,375            4,005
Provision for possible credit losses            275              429              336              358
					     ______           ______           ______           ______

Net interest income after provision
  for possible credit losses                  4,173            4,160            4,039            3,647
Noninterest income,
  excluding securities gains                  1,777            1,826            1,659            1,502
Net securities gains                            155                1                -                -
Noninterest expense                           4,494            4,313            4,198            4,078
					     ______           ______           ______           ______

Income before income tax expense              1,611            1,674            1,500            1,071
Income tax expense                              329              432              413              253
					     ______           ______           ______           ______

Net income                                   $1,282           $1,242           $1,087             $818
					     ======           ======           ======           ======

Earnings per common share
  Basic                                       $0.44            $0.43            $0.38            $0.28
  Diluted                                     $0.43            $0.42            $0.37            $0.28
Market price of common stock
  High                                       $23.30           $13.55           $13.25           $11.90
  Low                                        $12.90           $12.00           $12.25           $10.95
  Close                                      $17.30           $12.90           $13.10           $11.90
Average shares outstanding
  Basic                                   2,887,989        2,883,142        2,883,142        2,883,142
  Diluted                                 2,967,972        2,947,053        2,946,844        2,939,555


								     2001
					     _________________________________________________________

(Dollars in thousands, except per
  share data)                                    IV              III               II                I
					     ______           ______           ______           ______

Interest income                              $6,138           $6,596           $6,922           $6,768
Interest expense                              2,119            2,563            2,843            2,885
					     ______           ______           ______           ______

Net interest income                           4,019            4,033            4,079            3,883
Provision for possible credit losses            380              439            1,034              323
					     ______           ______           ______           ______

Net interest income after provision
  for possible credit losses                  3,639            3,594            3,045            3,560
Noninterest income,
  excluding securities gains                  1,499            1,241            1,298            1,183
Net securities gains                            142                -               68                -
Noninterest expense                           4,101            3,835            3,822            3,704
					     ______           ______           ______           ______

Income before income tax expense              1,179            1,000              589            1,039
Income tax expense                              284              217              120              244
					     ______           ______           ______           ______

Net income                                      895              783              469              795
Preferred stock dividend requirement              -                -              (22)             (30)
					     ______           ______           ______           ______

Income applicable to common shareholders       $895             $783             $447             $765
					     ======           ======           ======           ======

Earnings per common share
  Basic                                       $0.31            $0.29            $0.18            $0.31
  Diluted                                     $0.31            $0.27            $0.16            $0.27
Market price of common stock
  High                                       $11.60           $11.05           $11.90           $10.40
  Low                                        $10.70           $10.27           $10.35            $9.90
  Close                                      $11.60           $10.85           $11.10            $9.99
Average shares outstanding
  Basic                                   2,877,891        2,734,556        2,514,972        2,492,196
  Diluted                                 2,931,866        2,947,085        2,920,454        2,924,741







ITEM 8 - Changes in and Disagreements with Accountants
	 on Accounting and Financial Disclosure.

     Not applicable.


		      PART III

ITEM 9 - Directors, Executive Officers, Promotors
	 and Control Persons; Compliance with
	 Section 16(a) of the Exchange Act

The information contained in Registrant's definitive
proxy statement for its 2003 annual meeting of
shareholders, is incorporated herein by reference in
response to this Item.  Information concerning
executive officers is provided following Item 4.

ITEM 10 - Executive Compensation

The information contained in Registrant's definitive
proxy statement for its 2003 annual meeting of
shareholders is incorporated herein by reference in
response to this Item.

ITEM 11 - Security Ownership of Certain Beneficial
	  Owners and Management

The information contained in Registrant's definitive
proxy statement for its 2003 annual meeting of
shareholders is incorporated herein by reference in
response to this Item.

ITEM 12 - Certain Relationships and Related
	  Transactions

The information contained in Registrant's definitive
proxy statement for its 2003 annual meeting of
shareholders is incorporated herein by reference in
response to this Item.


ITEM 13 - Exhibits and Reports on Form 8-K.


Exhibits

	Exhibit No.                    Description



	3.1        Amended and Restated Articles of Incorporation of MidSouth
		   Bancorp, Inc. are included as Exhibit 3.1 to MidSouth's
		   Annual Report on Form 10-K for the Year Ended
		   December 31, 1993, and is incorporated herein by reference.



	3.2        Articles of Amendment to Amended and Restated Articles of
		   Incorporation dated July 19,1995 are included as
		   Exhibit 4.2 to MidSouth's Registration Statement on
		   Form S-8 filed September 20, 1995 and is incorporated
		   herein by reference.



	3.3        Amended and Restated By-laws of MidSouth are included as
		   Exhibit 3.2 to Amendment No. 1 to MidSouth's Registration
		   Statement on Form S-4 (Reg. No. 33-58499) filed on
		   June 1, 1995, and is incorporated herein by reference.



	4.1        MidSouth agrees to furnish to the Commission on request
		   a copy of the instruments defining the rights of the
		   holder of its long-term debt, which debt does not exceed
		   10% of the total consolidated assets of MidSouth.




	10.1       MidSouth National Bank Lease Agreement with Southwest
		   Bank Building Limited Partnership is included as
		   Exhibit 10.7 to the Company's annual report on
		   Form 10-K for the Year Ended December 31, 1992,
		   and is incorporated herein by reference.



	10.2       First Amendment to Lease between MBL Life Assurance
		   Corporation, successor in interest to Southwest Bank
		   Building Limited Partnership in Commendam, and
		   MidSouth National Bank is included as Exhibit 10.1
		   to the Company's annual report on Form 10-KSB for
		   the year ended December 31, 1994, and is incorporated
		   herein by reference.



	10.2.1     Seventh Amendment to Lease between S & A Properties II,
		   Inc., successor in interest to Southwest Bank Building
		   Limited Partnership in Commendam, and MidSouth
		   Bank, N.A. effective July 1, 2002 is included as part
		   of this filing.

	10.3       Amended and Restated Deferred Compensation Plan and
		   Trust is included as Exhibit 10.3 to MidSouth's Annual
		   Report on Form 10-K for the year ended December 31, 1992
		   and is incorporated herein by reference.


	10.3.1     Amended and Restated Deferred Compensation Plan and Trust
		   effective October 9, 2002 is included as part of this
		   filing.


	10.5       Employment Agreements with C. R. Cloutier and Karen L.
		   Hail are included as Exhibit 5c to MidSouth's Form 1-A
		   and are incorporated herein by reference.



	10.6       The MidSouth Bancorp, Inc. 1997 Stock Incentive Plan
		   is included as a form of option agreement in Exhibit
		   4.5 to MidSouth's definitive proxy statement filed
		   April 11, 1997 and is incorporated herein by reference.


	10.7       The MidSouth Bancorp, Inc. Dividend Reinvestment and
		   Stock Purchase Plan is included as Exhibit 4.6 to
		   MidSouth Bancorp, Inc.'s Form S-3D filed on
		   July 25, 1997 and is incorporated herein by reference.



	21         Subsidiaries of the Registrant


	23         Independent Auditors' Consent


	99.1       Certification pursuant to Section 906 of the
		   Sarbanes-Oxley Act of 2002


	99.2       Certification pursuant to Section 906 of the
		   Sarbanes-Oxley Act of 2002





Reports on Form 8-K

     None


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d)
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.

				MIDSOUTH BANCORP, INC.



				By:  /s/ C. R. Cloutier
				      C. R. Cloutier
				    President and Chief
				     Executive Officer

Dated:  March 28, 2003


     Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has
been signed below by the following persons on
behalf of the Registrant and in the capacities and on
the dates indicated.

Signatures                    Title                     Date


/s/ C. R. Cloutier   President, Chief Executive
C. R. Cloutier        Officer and Director          March 28, 2003


/s/ Karen L. Hail     Chief Financial Officer,
Karen L. Hail        Executive Vice President,      March 28, 2003
			Secretary/Treasurer
			   and Director

/s/ Teri S. Stelly       Chief Accounting
Teri S. Stelly               Officer                March 28, 2003


/s/ J. B. Hargroder, M.D.   Director                March 28, 2003
J. B. Hargroder, M.D.


/s/ William M. Simmons      Director                March 28, 2003
William M. Simmons


/s/ Will G. Charbonnet, Sr. Director                March 28, 2003
Will G. Charbonnet, Sr.


/s/ Clayton Paul Hilliard   Director                March 28, 2003
Clayton Paul Hilliard


/s/ James R. Davis          Director                March 28, 2003
James R. Davis, Jr.


/s/ Milton B. Kidd, III     Director                March 28, 2003
Milton B. Kidd, III., O.D.





			      CERTIFICATION

I, C. R. Cloutier, President and CEO, certify that:

     1.  I have reviewed this annual report on Form 10-KSB
of MidSouth Bancorp, Inc.;

     2.  Based on my knowledge, this annual report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

     3.  Based on my knowledge, the financial statements,
and other financial information included in this annual report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and
for, the periods presented in this annual report;

     4.  The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have:

	 a) designed such disclosure controls and
	    procedures to ensure that material
	    information relating to the registrant,
	    including its consolidated subsidiaries, is
	    made known to us by others within those
	    entities, particularly during the period in
	    which this annual report is being prepared;

	 b) evaluated the effectiveness of the registrant's
	    disclosure controls and procedures as of a
	    date within 90 days prior to the filing date of
	    this annual report (the "Evaluation Date");
	    and

	 c) presented in this annual report our
	    conclusions about the effectiveness of the
	    disclosure controls and procedures based on
	    our evaluation as of the Evaluation Date;

    5.  The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

	 a) all significant deficiencies in the design or
	    operation of internal controls which could
	    adversely affect the registrant's ability to
	    record, process, summarize and report
	    financial data and have identified for the
	    registrant's auditors any material weaknesses
	    in internal controls; and

	 b) any fraud, whether or not material, that
	    involves management or other employees
	    who have a significant role in the registrant's
	    internal controls; and

     6.  The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.


Date: March 28, 2003


						/s/C. R. Cloutier
						_______________________
						Chief Executive Officer





			    CERTIFICATION

I, Karen L. Hail, Senior Executive Vice President & CFO, certify
that:

     1.  I have reviewed this annual report on Form 10-KSB
of MidSouth Bancorp, Inc.;

     2.  Based on my knowledge, this annual report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

     3.  Based on my knowledge, the financial statements,
and other financial information included in this annual report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and
for, the periods presented in this annual report;

     4.  The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have:

	 a) designed such disclosure controls and
	    procedures to ensure that material
	    information relating to the registrant,
	    including its consolidated subsidiaries, is
	    made known to us by others within those
	    entities, particularly during the period in
	    which this annual report is being prepared;

	 b) evaluated the effectiveness of the registrant's
	    disclosure controls and procedures as of a
	    date within 90 days prior to the filing date of
	    this annual report (the "Evaluation Date");
	    and

	 c) presented in this annual report our
	    conclusions about the effectiveness of the
	    disclosure controls and procedures based on
	    our evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

	 a) all significant deficiencies in the design or
	    operation of internal controls which could
	    adversely affect the registrant's ability to
	    record, process, summarize and report
	    financial data and have identified for the
	    registrant's auditors any material weaknesses
	    in internal controls; and

	 b) any fraud, whether or not material, that
	    involves management or other employees
	    who have a significant role in the registrant's
	    internal controls; and

     6.  The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.


Date:  March 28, 2003



						/s/Karen L. Hail
						_______________________
						Chief Financial Officer