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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

Registrant's Telephone Number, including area code:  (225) 638-3713 

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

Common Stock, $2.50 Par Value 
(Title of Class)

        Indicate by check mark whether the registrant:  (1) has filed all reports  required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934  during the preceding 12 months(or for such shorter period that the registrant was  required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

     Yes   X     No      

        State the aggregate market value of the voting stock held by nonaffiliates of the  registrant:   $8,708,321

        Indicate the number of shares outstanding of each of the issuer's classes of  common stock, as of the latest practicable date. 

        Common stock, $2.50 Par Value, 308,977 shares outstanding as of March 31, 2002. 

Documents Incorporated by Reference

Item 1:             Business 

          Peoples Bancshares of Pointe Coupee Parish, Inc. (the Corporation) was  incorporated under the laws of the State of Louisiana in 1983.  On December 9, 1983,  Peoples Bank and Trust Company (the Bank) was reorganized as a subsidiary of the  Corporation.  Prior to December 9, 1983, the corporation had no activity.   The  Corporation is currently engaged, through its subsidiary, in banking and related  business.  The Bank is the Corporation's principal asset and primary source of income. 

The Bank 

        The Bank incorporated under the State Banking Laws in 1979 and received its  charter on March 31, 1980.  It is in the business of gathering funds by accepting  checking, savings, and other time-deposit accounts and reemploying these by making  loans and investing in securities and other interest bearing assets.  The Bank is a  full service commercial bank.  Some of the major services which it provides include  checking, NOW accounts, money market investments, money market checking, savings and  other time deposits of various types, loans for business, agriculture, real estate,  personal use, home improvement, automobile, and a variety of other types of loans and  services including letters of credit, safe deposit rental, bank money orders, cashiers  checks, credit cards, and wire transfers. 

        The State of Louisiana and various agencies of Parish (County) Government  deposits public funds with the Bank.  As of December 31, 2001, $1,751,360 were on  deposit representing 4.68% of total deposits outstanding.  Of this total, $1,354,014  represented demand deposits, $274,154 were time deposits and $.00 were savings  deposits.  The weighted average interest rate on these deposits was 4.36%.  The maturity  of these deposits range from one day to twelve months. 

        The Bank's general and primary market area is in Pointe Coupee Parish which has a  population of approximately 23,000.  Population of Pointe Coupee has experienced virtually no  growth since inception of the bank. 

        The Bank faces keen competition from three other banks operating in nine  locations throughout the parish.  The largest bank in the parish as of December 31,  2001 was Regions Bank of Alabama, New Roads Branch, which had in excess of $50 billion  in assets nationwide. Regions Bank of Alabama acquired the former Bank of New Roads in  August of 1994. The other banks operating in Pointe Coupee are Guaranty Bank and Trust Company which had total assets of approximately $47 million as of December 31, 2001 and Cottonport Bank, which opened a branch in 1998 with assets of approximately $200 million on December 31, 2001.  Additional competition for deposits and loans comes from banks and non-banks (credit  unions, brokerage houses, etc.) in Baton Rouge, the capital city of Louisiana, which  is 35 miles from New Roads. 

Supervision and Regulation 

        The Bank is subject to regulation and regular examinations by the State Banking  Department and by the Federal Deposit Insurance Corporation.  Applicable regulations  relate to reserves, investments, loans, issuance of securities, establishment of branches and aspects of its operations. 

        The Corporation is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended (the Act), and is thereby subject to the provisions of the Act and to regulation by the Board of Governors of the Federal Reserve System (the Board). 

        The Act requires the Corporation to file with the Board an annual report containing such information as the Board may require.  The Board is authorized by the Act to examine the Corporation and all its activities.  The activities that may be engaged in by the Corporation and its subsidiary are limited by the Act to those so closely related to banking or managing or controlling banks, the Board must consider whether its performance by an affiliate of a holding company can reasonably be expected to produce benefits to the public, such as greater convenience, increased competition or gains in efficiency that out-weigh possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest, or unsound banking practices. The Board has adopted regulations implementing the provisions of the Act with respect to the activities of bank holding companies. Such regulations reflect a determination by the Board that the following activities are permissible for bank holding companies:  (1) making, for its own account or for the account of others, loans such as would be made, for example, by a mortgage, finance or factoring company; (2) operating as an industrial bank; (3) servicing loans; (4) acting as a fiduciary; (5) acting as an investment trust or a real estate investment trust; (6) leasing personal or real property, where the lease is to serve as the functional equivalent of an extension of credit to the lessee of the property; (7) investing in community welfare corporations or projects; (8) providing bookkeeping and data processing services for a bank holding company and its subsidiaries, or storing and processing certain other banking, financial or related economic data; (9) acting as insurance agent or broker with respect to certain kinds of insurance, principally insurance issued in connection with extensions of credit by the holding company or any of its subsidiaries; (10) underwriting credit life and credit accident and health insurance related to extensions of credit; (11) providing courier services for documents and papers related to banking transactions; (12) providing management consulting advice to non-affiliated banks; and (13) selling money orders, travelers checks and U.S. Savings Bonds.  In each case, the Corporation must secure the approval of the Board prior to engaging in any of these activities. 

        Whether or not a particular non-banking activity is permitted under the  Act, the Board is authorized to require a holding company to terminate any activity, or divest itself of any non-banking subsidiary, if in its judgement the activity or subsidiaries would be unsound. 

        Under the Act the Board's regulations, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit or provision of any property or services. 

        The Board of Directors of the Corporation has no present plans or intentions to cause the Corporation to engage in any substantial business activity which would be permitted under the Louisiana Act but which is not permitted to the Bank; however, a significant reason for formation of the one-bank holding company is to take advantage of the additional flexibility afforded by that structure if the Board of Directors of the Corporation concludes that such action would be in the best interest of stockholders.  

        With certain exceptions, the Bank is restricted by Sections 22 and 23A of the Federal Reserve Act and Section 18(j) of the Federal Deposit Insurance  Corporation Act from extending credit or making loans to or investments in the Corporation. 

Statistical Information 

          The following tables contain additional information concerning the business and operations of the Registrant and its subsidiary and should be read in conjunction with the Consolidated Financial Statements of the Registrant and Management's Discussion and Analysis of Operations. 

I.  Distribution of Assets, Liabilities and Stockholders' Equity Interest Rates and Interest Differential

II.                 Investment Portfolio

For year ended December 31, 2001

Scheduled Maturity

III. Loan Portfolio

Major Classification of loans are summarized as follows: 
 (in thousands)

Loan Analysis of Principal Subject to Rate Change 
December 31, 2001

Non-performing Loans and Other Problem Assets

     It is management's policy to discontinue accrual of interest on loans where there is reasonable doubt as to collectibility.   The policy to place loans on non-accrual status is to normally discontinue accrual of interest when the loan is delinquent 90 days or more, or where circumstances indicate that collection of principal or interest is doubtful, unless the obligation is secured (1) by mortgage on real estate or pledge of securities that have a realizable value sufficient to pay the debt in full; or (2) by guarantee of a financially responsible party.  The following tables presents the non-performing loans and other problem assets at December 31, 2001 and 2000.  Assets acquired through the default of loans are recorded at the lower of the outstanding loan amount or fair market value of the assets acquired at the time of foreclosure.  Reductions from outstanding loan amounts to fair market value are charged against the reserve for possible loan losses.  Subsequent adjustments to market valuations are charged to operating expense.

Loans Over 90-days past due and still accruing interest: 

           The effect of non-accruing loans on interest income for 2001 was $22,023. The effect of restructured loans on interest income for 2001 was $1,785.64.  Interest recognized on such loans for the year approximated $6,500.

           At December 31, 2001, there were no commitments to lend additional funds to debtors whose loans were considered to be non-performing. 

          All loans listed above are subject to constant attention by management and their progress is reviewed monthly. 

          At the present time, management does not track loan concentrations by particular industries, but rather by the grouping of types of loan, i.e., Agriculture, Real Estate, Consumer and Commercial. We attempt to avoid any undue concentration in any particular sector. 

IV.  Summary of Loan Loss Experience

        Changes in the allowance for loan losses were as follows:

        In determining the adequacy of the loan loss reserves, management uses the following formulas:  100% of loans classified loss, 50% of doubtful loans, 5% of substandard loans, 0% of savings loans and government guaranteed loans and 1.5% of all other loan types.  This analysis is performed on a quarterly basis. 

V.   Deposits

Deposits are summarized below:

        Included in deposits are approximately $5,228,500 and $6,960,000 of certificates of deposit in excess of $100,000 at December 31, 2001 and 2000, respectively.

Certificate of Deposit Maturity and Rate Analysis

As of December 31, 2000: 

VI.       Return on Equity and Assets

VII.      Short-Term Borrowings

        The bank has established a line-of-credit for approximately $16,000,000 with the Federal Home Loan Bank (FHLB) to provide an additional source of operating capital.  The current advances, which totalled $2,332,000 and $2,371,900 at December 31, 2001 and 2000, respectively, bore interest at variable rates ranging from 1.93% to 2.50%.

        This line of credit is secured by $402,700 of FHLB stock owned by the Bank and a portion of the loan portfolio.  The bank has also utilized $1,120,000 of the line of credit with the FHLB to acquire letters of credit to secure public deposits.

ITEM 2:    Properties 

      The main office of the Corporation and Bank are presently located in a two-story office building on State Highway 3131, New Roads, Louisiana.  The bank owns one branch located on State Highway 78, Livonia, Louisiana, which is approximately 13 miles from the main office.  Additionally, in 1994 the bank purchased from its Other Real Estate portfolio the property directly behind the bank for $75,000.  This property was formerly an insurance building and lot.  It was acquired in an exchange of properties from Farm Bureau Insurance. All locations are owned free of any mortgages or liens.

ITEM 3:    Legal Proceedings

        There is no threatened or pending litigation against the Corporation, the Bank, or its officers.

ITEM 4:    Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report. 

PART II

ITEM 5:    Market Price Dividends on the Registrant's Common Equity and Related Stockholder Matters

        The primary market area for the Corporation stock is Pointe Coupee Parish with Peoples Bank and Trust Company acting as registrar and transfer agent. There were approximately 575 shareholders of record as of December 31, 2001.  The stock of the Corporation is not listed on any security exchange. 

        Due to lack of an active trading market, the Corporation does not have available information to furnish a high and low sales price on the range of bid and asked quotations for its stock.  Based on limited inquiries by management, it is believed that less than 3,000 shares traded in 2001.  There can be no assurance that the limited inquiries adequately reflect the marketability of the stock. 

        In March 2001 Peoples Bancshares declared a special dividend of $.55 per share to all stockholders of record as of March 31, 2001, totaling $169,937.   Additionally, In December of 2001, Peoples Bancshares declared a dividend of $.45 per share to all stockholders of record as of November 14, 2001, totaling $139,040.

        The Bank, as a state chartered Bank, is subject to the dividend restrictions set forth by the Commissioner.  Under such restrictions, the Bank may not, without the prior approval of the Commissioner, declare dividends in excess of the sum of the current year's retained net earnings (as defined)  plus the retained net earnings (as defined) from the prior year.  At December 31, 2001, the Bank could not declare any additional dividends without the approval of the Commissioner.

Management, will for the foreseeable future, approach the payment of dividends on an annual basis and according to the profitability of the bank in that particular year, as well as considering the long-term capital needs of the bank in the future.      

ITEM 6:    Selected Financial Data 

Condensed Consolidated Statement of Income 

ITEM 7:    Management Discussion and Analysis of Financial Condition and Results of Operation

        Peoples Bancshares of Pointe Coupee Parish, Inc., (Bancshares) is a one bank holding company whose sole subsidiary is Peoples Bank and Trust Company of Pointe Coupee Parish, Inc., (the Bank).  All items discussed below are attributable to the activities of the Bank unless otherwise stated.  This section should be read in conjunction with the consolidated financial statements and related notes and the tables presented in an earlier section of this report. 

FINANCIAL REVIEW

Summary

        Bancshares consolidated net income for 2001 was $872,419.  This represents a Return on Average Assets of 1.79%, which we believe is a good return.  This is in comparison to 2.07% for 2000 and 2.26% in 1999. 

        Several factors contributed to this continued success.  The most important factors were: 1) good interest rate margins; 2) a low level of classified assets; and 3) low loan loss provisions. 

        In 2001, charge-offs were $153,049 as compared to $37,871 in 2000.  Recoveries for 2001 were $32,003 and provisions were 4433.  Provisions for 2000 were ($.00) and recoveries were $61,663.  

        The prospects for 2002 remain encouraging.  The bank continues to note financial stability and deem our reserves as adequate.  As a result, the projections for income are good.  Additionally, Peoples Bank is deemed to be a well capitalized institution within the guidelines of the FDIC. 

        However, we still remain conservative in our view of the economy and current management will maintain that philosophy throughout 2002.

Other Income and Expenses

        Other Income, excluding loan related income, increased $ 98,188 or 13.87% in 2001 as compared to 2000. The increase was due to a large gain on sale of loans.

        Other expenses, excluding interest expense increased by $32,431 or 1.95% in 2001 as compared to 2000.  Occupancy & other operating expenses accounted for the net increase in other expenses.

Income Taxes

        Bancshares files a consolidated federal income tax return.  Deferred income taxes are provided using the liability method on items of income or expenses recognized in different time periods for financial statement and income tax purposes. 

Statement of Condition

        Total deposits as of December 31, 2001 decreased $977,718 or 2.55% as compared to year end 2000.  Non-interest bearing deposits increased $308,541 or 4.36% and interest bearing deposits decreased $1,286,259 or 4.11%.  Total loans excluding loan reserves increased $946,116 or 2.51% and book value of investment securities decreased $2,859,338 or 51.9%.  The increase in loans was concentrated primarily in commercial loans.

Liquidity Management

        The purpose of liquidity management is to assure the corporation's ability, at an acceptable cost, to raise funds to support asset growth, meet deposit withdrawals, and otherwise operate the Corporation on a continuing basis.  The overall liquidity position of the bank is insured by acquisition of additional funds in the form of time deposits, borrowings such as Federal Funds, Federal Home Loan Bank borrowings, and the sale or maturing of investments.

        In management's opinion, there are no known trends, commitments or uncertainties that will or should have a material effect on deposits or the liquidity position.  Additionally, no trends or events were cited by the regulatory authorities.

Capital Adequacy

           The management of capital is a continuous process which consists of providing capital for the current position and the anticipated future growth of the Corporation.  The purposes of capital are to serve as a source of funds, protect depositors against losses, and provide a measure of reassurance to the public that the community's needs will continue to be served.  Since capital serves a multiplicity of purposes, the evaluation of capital adequacy cannot be made solely in terms of total capital or related ratios. 

          Traditionally, the source of additional capital has been retained earnings.  Due to strong earnings from 1990 - 2001, and large recoveries of charged-off loans, our capital ratio is at an acceptable level.  As such, retained earnings should continue to provide needed capital.  Additionally, we will concentrate on the following to provide for our capital needs: 

    1.   Increase non-interest income and reduce non-interest expenses 
    2.   Maintain an adequate interest rate spread 
    3.   Actively pursue previous charged-off loans for recoveries 
    4.   Manage our growth rate 

        Furthermore, the prospects for 2002 continue to be encouraging.  Our capital base continued to grow in 2001; our loan loss reserve is adequate; our net income was extremely good with a Return on Average Assets of 1.79%; loan delinquencies continue to be manageable; and classified assets have remained at a manageable level.

ECONOMIC CONDITIONS

        Current economic conditions are about average compared to the previous (5) five years, but are certainly not great.  Our asset/liability management strategy helped produced good margins in 2001. The size and frequency of the interest rate decreases in 2001 did have some effect on our profits as the bank is strategically positioned in an asset sensitive scenario.  However, our strategies remain conservative; therefore, we are positioned as interest rates continue to fluctuate.

Item 8:    Financial Statements  (following on next pages)

Item 9:    Changes in and Disagreements with Accountants on Accounting and
                   Financial Disclosure

                None

PART III

Item 10:   Directors and Executive Officers

 Directors of Bancshares are identified in the following table:

* In January, 2002, Mr. Junies W. Hurst elected to retire from his position on the Board of Directors of the Bank and the Holding Company due to health reasons.

MANAGEMENT OF THE BANK AND BANCSHARES

Employees

  On December 31, 2001, there were twenty-one full time employees.  This includes the officers of the Corporation and Bank listed below:

        Ms. York has been with Peoples Bank since inception.  Mr. David was elected an officer of the Bank in December of 1983.

        Stephen P. David, Director, CEO, and President of Bancshares and the Bank, age 44. Mr. David joined the Bank on August 3, 1981 and has held many positions, including, Loan Officer; Assistant Vice President; Senior Loan Officer; Senior Vice-President and Assistant Secretary to the Board of Directors prior to being named to his current post on February 1, 1990.

        Bancshares was formed in 1983 and became the Bank's sole shareholder on December 27, 1983, at which time all directors of the Bank became directors of Bancshares.

        Joseph Jefferson David is the father of Stephen P. David.

Item 11:   Executive Compensation

     a)  Remuneration of Directors and Officers: 

          All Executive Officers (President David & Senior Vice President York) had direct cash compensation of $212,919, $206,420, and $200,920 excluding board fees, but including bonuses  in 2001, 2000, and 1999, respectively.

        On September 17, 1981, the Board of Directors of the Bank approved a profit sharing plan which conforms to the Internal Revenue Code, Section 401(a).  All employees who have been employed by the Bank for a period of six months or more; who are 25 years of age; and who have at least 1,000 hours of service annually may participate in the profit sharing plan.  No contributions were made to the plan in 2001.  

        In January 1990 the Board of Directors approved a 401(k) savings plan which conforms to the Internal Revenue Code.  All employees who have been employed by the  bank for a period of six months or more were eligible to participate in the plan. Contributions by the bank in 2001 totaled $16,011.  The accrued amount at year end totaled $467,493.   

        The Bank has a deferred compensation plan available to its directors.  At present only two directors are participating.  Upon retirement, the Bank will pay the directors their deferred compensation plus interest, which accrues at the "low Wall Street rate", in 15 equal annual installments beginning the month after retirement. Upon pre-retirement death, the bank will pay his designated beneficiaries the greater of $8,400 a year for 15 years or his deferred compensation and accrued interest.  The bank is the owner and beneficiary of an insurance policy on the life of each director.

        The Bank also maintains a supplemental executive retirement plan with its president.  Upon retirement, the president will receive $25,000 per year for 20 years, beginning immediately.  The bank is the owner and beneficiary of an insurance policy on the life of the president.  If employment is terminated "without cause" prior to retirement, the bank will pay the president his accrued  benefit, which is based on the number of months of completed service since January, 1996. 

        The Board of Directors of Bancshares held twelve (12) regular scheduled meetings during 2001. The Board of Directors of the Bank held twelve (12) regularly scheduled meetings.  The Bank has a personnel committee which met one (1) times during 2001, and a loan committee which met seventeen (17) times during the year.  The Board of Directors held no special meeting during 2001.  The Bank also has an audit committee and executive committee which did not meet during 2001. 

        The Board of Directors of Bancshares and the Bank do not have a nomination committee. 

        Directors of Bancshares receive no remuneration for serving in that capacity. Each director of the Bank received a fee of $500 for each regular board meeting. Members of each committee receive $75 per meeting attended.

Item 12:  Security Ownership of Certain Beneficial Owners and Management

        As of March 31, 2002, Peoples Bancshares had authorized 1,000,000 shares of common stock and of this amount, 308,977 shares were outstanding.  Additionally, as of this date, Peoples Bancshares had authorized but unissued 500,000 shares of Series A Preferred stock and 500,000 shares of Series B Preferred stock. 

        As of March 31, 2002 the management of Bancshares knew of no other person  or group that owned 5% or more of the outstanding stock of Bancshares other than Mr. N. A. Melancon, Jr., with 20,491 shares representing 6.632%; Mr. Frank N. Foti with 24,561 shares representing 7.949%; Mr. J. Jeff David with 30,638 shares representing 9.916% and William C. David* with 19,477 shares representing 6.304%. 

       *William C. David has granted a Proxy Authority to his brother, Stephen P. David. 

Item 13:   Certain Relationships & Related Transactions

      b)  Transactions with Management: 

        From time to time the Bank has extended credit to its Officers and Directors and to businesses in which Officers and Directors own an interest; and the Bank intends to continue this policy because of the deposits, business and the income that these activities generate for the Bank.  Such loans are made only with the approval of the Board of Directors.

        At no time in 2001 did these transactions exceed 10% of the equity capital, except for those matters noted below. 

        All directors and officers as a group had total loans outstanding at year  end 2001 and 2000 of $1,339,399 and $1,353,120 respectively.

PART IV

Item 14:   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

Signatures 

        Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the under signed, thereunto duly authorized. 

                   PEOPLES BANCSHARES OF POINTE COUPEE 
                   PARISH, INC. 

                                  By: /s/ Rodney G. Fontaine              
                                        Rodney G. Fontaine
                                        Chairman 

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

PEOPLES BANCSHARES OF POINTE COUPEE
    PARISH, INC. AND SUBSIDIARY  
 

 CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER 31, 2001 AND 2000

C O N T E N T S

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Peoples Bancshares of Pointe Coupee Parish, Inc.
New Roads, Louisiana

We have audited the accompanying consolidated balance sheets of Peoples Bancshares of Pointe Coupee Parish, Inc. and Subsidiary as of December 31, 2001 and 2000, and the related consolidated statements of operations and comprehensive income, changes in stockholders' equity and cash flows for each of the years during the three year period ended December 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Peoples Bancshares of Pointe Coupee Parish, Inc. and Subsidiary as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the years during the three year period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

/s/ Postlethwaite & Netterville

Baton Rouge, Louisiana
March 4, 2002