As  filed with the Securities and Exchange Commission on _____________, 1997.
                                               Registration No. 333-________

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                           ______________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                           ______________________

                            MidSouth Bancorp, Inc.
            (Exact name of registrant as specified in its charter)
                           ______________________



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

                               
                           102 Versailles Boulevard
                          Lafayette, Louisiana 70501
                                (318) 237-8343
         (Address, including zip code, and telephone number including
           area code, of registrant's principal executive offices)

               MidSouth Bancorp, Inc. 1997 Stock Incentive Plan
                           (Full title of the Plan)
            
               C. R. Cloutier                        COPY TO              
          MidSouth Bancorp, Inc.            Anthony J. Correro, III      
              P. O. Box 3745             Correro Fishman Haygood Phelps  
        Lafayette, Louisiana 70502      Weiss Walmsley & Casteix, L.L.P. 
              (318) 237-8343              201 St. Charles Avenue, 47th Floor   
    (Name, address, including zip code,    New Orleans, Louisiana 70170-4700
      and telephone number, including             (504) 586-5253
      area code, of agent for service)             


                           CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 
  Title of Securities   Amount to be         Proposed Maximum    Proposed Maximum       Amount of
   to be Registered      Registered         Offering Price Per  Aggregate Offering   Registration Fee
                                                  Unit                 Price
              
    <S>                <C>                    <C>                <C>                     <C>
    Common Stock       150,000 Shares<FN1>    $13.00 <FN2>       $1,950,000 <FN2>        $590.91


</TABLE>

    <FN1> Upon  a  stock split, stock dividend or similar transaction during
          the effectiveness  of  this  Registration Statement, the number of
          shares registered shall be automatically  increased  to  cover the
          additional  shares  in  accordance  with  Rule  416(a)  under  the
          Securities Act of 1933.
    <FN2> Calculated  pursuant  to  Rule 457 (h) on the basis of the closing
          sales price of the Common Stock on the Amex on May 21, 1997.

<PAGE>


                                       PART II

                        INFORMATION NOT REQUIRED IN PROSPECTUS


          Item 3.Incorporation of Documents by Reference.

               The following documents, which  have  been filed by MidSouth
          Bancorp,  Inc. (the "Company") with the Securities  and  Exchange
          Commission   (the   "Commission"),  are  incorporated  herein  by
          reference:

               (a)  The Company's  Annual  Report  on  Form  10-KSB for the
                    fiscal year ended December 31, 1996.

               (b)  The Company's Quarterly Report on Form 10-QSB  for  the
                    quarter ended March 31, 1997.

               (c)  The description of the Common Stock set forth in Item 1
                    of  the  Company's  Registration  Statement on Form 8-A
                    dated July 24, 1995.

               All  reports  filed  by  the  Company  with  the  Commission
          pursuant to Sections 13(a), 13(c), 14 or 15(d) of the  Securities
          Exchange  Act of 1934 subsequent to the date of this Registration
          Statement and  prior  to the filing of a post-effective amendment
          which indicates that all  securities offered have been sold shall
          be deemed to be incorporated  by  reference  in this Registration
          Statement and to be part hereof from the date  of  filing of such
          documents.

          Item 4.  Description of Securities.

               Not applicable.

          Item 5.  Interests of Named Experts and Counsel.

               Not applicable.

          Item 6.  Indemnification of Directors and Officers.

               Section 83 of the Louisiana Business Corporation Law permits
          a  corporation  to  indemnify its directors and officers  against
          expenses  (including  attorneys'   fees),  judgments,  fines  and
          amounts paid in settlement actually  and  reasonably  incurred by
          him in connection with any proceeding to which he is, was,  or is
          threatened  to be made, a party if it arises out of the fact that
          he is or was  a  director,  officer,  employee  or  agent  of the
          corporation,  but  no  corporation  may  indemnify any person for
          willful or intentional misconduct.  Section  10  of the Company's
          by-laws  provides for mandatory indemnification for  current  and
          former directors  and  officers  and  the  Company's  Articles of
          Incorporation permit the Company to enter into contracts with its
          directors  and  officers  providing  for  indemnification to  the
          fullest extent permitted by law, although no  such contracts have
          been entered into.

                                     -2-
<PAGE>

               Insofar as indemnification for liabilities arising under the
          Securities  Act  of 1933 may be permitted to directors,  officers
          and controlling persons  of the Company pursuant to the foregoing
          provisions, or otherwise,  the  Company  has been advised that in
          the  opinion  of the Commission such indemnification  is  against
          public policy as  expressed  in the Securities Act of 1933 and is
          therefore unenforceable.

          Item 7.Exemption from Registration Claimed.

               Not applicable.

          Item 8.Exhibits.

               4.1  Amended and Restated  Articles  of Incorporation of the
                    Company (incorporated by reference  to  Exhibit  3.1 to
                    the  Company's  Annual Report on form 10-K for the year
                    ended December 31, 1993).

               4.2  Articles of Amendment  to Amended and Restated Articles
                    of Incorporation dated July  19,  1995 (incorporated by
                    reference to Exhibit 4.1 to the Company's  Registration
                    Statement  on  Form  S-8  filed with the Commission  on
                    September 20, 1995).

               4.3  Amended   and   Restated   By-laws   of   the   Company
                    (incorporated by reference to  Exhibit 3.2 to Amendment
                    No. 1 to the Company's Registration  Statement  on Form
                    S-4 (Reg. No. 33-58499) filed June 1, 1995).

               4.4  The  Company  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 the
                    Company.

               4.5  MidSouth  Bancorp,  Inc.   1997  Stock  Incentive  Plan
                    (incorporated by reference to  the Company's definitive
                    proxy  statement  filed April 11,  1997  to  which  the
                    MidSouth Bancorp, Inc.  1997  Stock  Incentive  Plan is
                    attached).

               5.   Opinion   of   Correro  Fishman  Haygood  Phelps  Weiss
                    Walmsley and Casteix, L.L.P.

               23.1 Consent of Deloitte & Touche LLP.

               23.2 Consent of Counsel (included in Exhibit 5).

               24.  Powers of Attorney  (included  on the signature page of
                    this Registration Statement).

                                     -3-

<PAGE>


               Item 9.  Undertakings.

               (a)  The undersigned registrant hereby undertakes:

                    (1)  To  file, during any period  in  which  offers  or
          sales  are  being  made,   a  post-effective  amendment  to  this
          registration statement to include  any  material information with
          respect to the plan of distribution not previously  disclosed  in
          the  registration  statement  or  any  material  change  to  such
          information in the registration statement.

                    (2)  That, for the purpose of determining any liability
          under  the  Securities  Act  of  1933,  each  such post-effective
          amendment  shall  be  deemed  to be a new registration  statement
          relating to the securities offered  therein,  and the offering of
          such securities at that time shall be deemed to  be  the  initial
          bona fide offering thereof.

                    (3)  To  remove  from  registration by means of a post-
          effective amendment any of the securities  being registered which
          remain unsold at the termination of the offering.

               (b)  The undersigned registrant hereby  undertakes that, for
          purposes of determining any liability under the Securities Act of
          1933, each filing of the registrant's annual report  pursuant  to
          section  13(a) or section 15(d) of the Securities Exchange Act of
          1934 that  is  incorporated  by  reference  in  the  registration
          statement  shall  be  deemed  to  be a new registration statement
          relating to the securities offered  therein,  and the offering of
          such securities at that time shall be deemed to  be  the  initial
          bona fide offering thereof.

               (c)  Insofar  as  indemnification  for  liabilities  arising
          under  the  Securities Act of 1933 may be permitted to directors,
          officers and  controlling  persons  of the registrant pursuant to
          the provisions described in Item 6 or  otherwise,  the registrant
          has  been  advised  that  in  the  opinion of the Securities  and
          Exchange Commission such indemnification is against public policy
          as expressed in the Act and is, therefore, unenforceable.  In the
          event that a claim for indemnification  against  such liabilities
          (other than the payment by the registrant of expenses incurred or
          paid  by  a  director,  officer  or  controlling  person  of  the
          registrant  in  the  successful  defense of any action,  suit  or
          proceeding) is asserted by such director,  officer or controlling
          person  in connection with the securities being  registered,  the
          registrant  will, unless in the opinion of its counsel the matter
          has been settled  by  controlling precedent, submit to a court of
          appropriate   jurisdiction   the   question   of   whether   such
          indemnification  by  it  is against public policy as expressed in
          the Act and will be governed  by  the  final adjudication of such
          issue.


                                     -4- 
                                     
<PAGE>
                                      
                                      SIGNATURES


               Pursuant to the requirements of the  Securities Act of 1933,
          the  Registrant  certifies  that  it  has reasonable  grounds  to
          believe that it meets all of the requirements  for filing on Form
          S-8 and has duly caused this Registration Statement  to be signed
          on  its behalf by the undersigned, thereunto duly authorized,  in
          the City of Lafayette, State of Louisiana, on May 22, 1997.


                                             MIDSOUTH BANCORP, INC.


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


                                  POWER OF ATTORNEY


               KNOW  ALL  MEN  BY  THESE  PRESENTS,  that each person whose
          signature appears immediately below constitutes  and  appoints C.
          R.  Cloutier  and Karen L. Hail, or either of them, his true  and
          lawful  attorney-in-fact   and   agent,   with   full   power  of
          substitution,  for  him and in his name, place and stead, in  any
          and all capacities, to  sign  any  and  all amendments (including
          post-effective amendments) to this Registration Statement, and to
          file the same and all exhibits thereto, and  other  documents  in
          connection   therewith,   with   the   Securities   and  Exchange
          Commission,  granting  unto said attorney-in-fact and agent  full
          power and authority to do  and  perform  each  and  every act and
          thing requisite and necessary to be done, as fully to all intents
          and purposes as he might or could do in person, hereby  ratifying
          and  confirming  all that said attorney-in-fact and agent or  his
          substitute or substitutes  may lawfully do or cause to be done by
          virtue hereof.

               Pursuant to the requirements  of the Securities Act of 1933,
          as amended, this Registration Statement  has  been  signed by the
          following persons in the capacities and on the dates indicated.
          
             /s/ C. R. Cloutier           President, Chief    May 14, 1997
                 C.R. Cloutier            Executive Officer 
                                          and Director                       
                                                                             
             /s/ J. B. Hargroder          Director            May 14, 1997    
                 J. B. Hargroder                                                
          
             /s/ Milton B. Kidd, III      Director            May 14, 1997   
                 Milton B. Kidd, III                                      
          
                                     S-1

<PAGE>


             /s/ William M. Simmons       Director            May 14, 1997   
                 William M. Simmons                                         
          
             /s/ James R. Davis           Director            May 14, 1997   
                 James R. Davis                                                
                                 
             /s/ Clayton P. Hilliard      Director            May 14, 1997 
                 Clayton P. Hilliard                                       
          
             /s/ Will G. Charbonnet, Sr.  Director            May 14, 1997    
                 Will G. Charbonnet, Sr.                                    
          
             /s/ Karen L. Hail            Chief Financial     May 14, 1997
                 Karen L. Hail            Officer and Director  
                                                                  
           
             /s/ Teri S. Stelly           Controller          May 14, 1997     
                 Teri S. Stelly                                                
                                                                            

                                      S-2
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16045}]
{"company-data": {"conformed-name": "MIDSOUTH BANCORP INC", "cik": "0000745981", "assigned-sic": "6021", "irs-number": "721020809", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27949", "film-number": "97615473"}, "business-address": {"street1": "102 VERSAILLES BLVD", "city": "LAFAYETTE", "state": "LA", "zip": "70501", "phone": "3182378343"}, "mail-address": {"street1": "102 VERSAILLES BLVD", "city": "LAFAYETTE", "state": "LA", "zip": "70501"}}
As  filed with the Securities and Exchange Commission on _____________, 1997.
                                               Registration No. 333-________

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                           ______________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                           ______________________

                            MidSouth Bancorp, Inc.
            (Exact name of registrant as specified in its charter)
                           ______________________

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

                               
                           102 Versailles Boulevard
                          Lafayette, Louisiana 70501
                                (318) 237-8343
         (Address, including zip code, and telephone number including
           area code, of registrant's principal executive offices)

               MidSouth Bancorp, Inc. 1997 Stock Incentive Plan
                           (Full title of the Plan)
            
               C. R. Cloutier                        COPY TO              
          MidSouth Bancorp, Inc.            Anthony J. Correro, III      
              P. O. Box 3745             Correro Fishman Haygood Phelps  
        Lafayette, Louisiana 70502      Weiss Walmsley & Casteix, L.L.P. 
              (318) 237-8343              201 St. Charles Avenue, 47th Floor   
    (Name, address, including zip code,    New Orleans, Louisiana 70170-4700
      and telephone number, including             (504) 586-5253
      area code, of agent for service)             

                           CALCULATION OF REGISTRATION FEE
Title of Securities   Amount to be         Proposed Maximum    Proposed Maximum       Amount of
   to be Registered      Registered         Offering Price Per  Aggregate Offering   Registration Fee
                                                  Unit                 Price
Common Stock       150,000 Shares
$13.00
$1,950,000
$590.91
Upon  a  stock split, stock dividend or similar transaction during
          the effectiveness  of  this  Registration Statement, the number of
          shares registered shall be automatically  increased  to  cover the
          additional  shares  in  accordance  with  Rule  416(a)  under  the
          Securities Act of 1933.
Calculated  pursuant  to  Rule 457 (h) on the basis of the closing
          sales price of the Common Stock on the Amex on May 21, 1997.
PART II

                        INFORMATION NOT REQUIRED IN PROSPECTUS

          Item 3.Incorporation of Documents by Reference.

               The following documents, which  have  been filed by MidSouth
          Bancorp,  Inc. (the "Company") with the Securities  and  Exchange
          Commission   (the   "Commission"),  are  incorporated  herein  by
          reference:

               (a)  The Company's  Annual  Report  on  Form  10-KSB for the
                    fiscal year ended December 31, 1996.

               (b)  The Company's Quarterly Report on Form 10-QSB  for  the
                    quarter ended March 31, 1997.

               (c)  The description of the Common Stock set forth in Item 1
                    of  the  Company's  Registration  Statement on Form 8-A
                    dated July 24, 1995.

               All  reports  filed  by  the  Company  with  the  Commission
          pursuant to Sections 13(a), 13(c), 14 or 15(d) of the  Securities
          Exchange  Act of 1934 subsequent to the date of this Registration
          Statement and  prior  to the filing of a post-effective amendment
          which indicates that all  securities offered have been sold shall
          be deemed to be incorporated  by  reference  in this Registration
          Statement and to be part hereof from the date  of  filing of such
          documents.

          Item 4.  Description of Securities.

               Not applicable.

          Item 5.  Interests of Named Experts and Counsel.

               Not applicable.

          Item 6.  Indemnification of Directors and Officers.

               Section 83 of the Louisiana Business Corporation Law permits
          a  corporation  to  indemnify its directors and officers  against
          expenses  (including  attorneys'   fees),  judgments,  fines  and
          amounts paid in settlement actually  and  reasonably  incurred by
          him in connection with any proceeding to which he is, was,  or is
          threatened  to be made, a party if it arises out of the fact that
          he is or was  a  director,  officer,  employee  or  agent  of the
          corporation,  but  no  corporation  may  indemnify any person for
          willful or intentional misconduct.  Section  10  of the Company's
          by-laws  provides for mandatory indemnification for  current  and
          former directors  and  officers  and  the  Company's  Articles of
          Incorporation permit the Company to enter into contracts with its
          directors  and  officers  providing  for  indemnification to  the
          fullest extent permitted by law, although no  such contracts have
          been entered into.

                                     -2-
Insofar as indemnification for liabilities arising under the
          Securities  Act  of 1933 may be permitted to directors,  officers
          and controlling persons  of the Company pursuant to the foregoing
          provisions, or otherwise,  the  Company  has been advised that in
          the  opinion  of the Commission such indemnification  is  against
          public policy as  expressed  in the Securities Act of 1933 and is
          therefore unenforceable.

          Item 7.Exemption from Registration Claimed.

               Not applicable.

          Item 8.Exhibits.

               4.1  Amended and Restated  Articles  of Incorporation of the
                    Company (incorporated by reference  to  Exhibit  3.1 to
                    the  Company's  Annual Report on form 10-K for the year
                    ended December 31, 1993).

               4.2  Articles of Amendment  to Amended and Restated Articles
                    of Incorporation dated July  19,  1995 (incorporated by
                    reference to Exhibit 4.1 to the Company's  Registration
                    Statement  on  Form  S-8  filed with the Commission  on
                    September 20, 1995).

               4.3  Amended   and   Restated   By-laws   of   the   Company
                    (incorporated by reference to  Exhibit 3.2 to Amendment
                    No. 1 to the Company's Registration  Statement  on Form
                    S-4 (Reg. No. 33-58499) filed June 1, 1995).

               4.4  The  Company  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 the
                    Company.

               4.5  MidSouth  Bancorp,  Inc.   1997  Stock  Incentive  Plan
                    (incorporated by reference to  the Company's definitive
                    proxy  statement  filed April 11,  1997  to  which  the
                    MidSouth Bancorp, Inc.  1997  Stock  Incentive  Plan is
                    attached).

               5.   Opinion   of   Correro  Fishman  Haygood  Phelps  Weiss
                    Walmsley and Casteix, L.L.P.

               23.1 Consent of Deloitte & Touche LLP.

               23.2 Consent of Counsel (included in Exhibit 5).

               24.  Powers of Attorney  (included  on the signature page of
                    this Registration Statement).

                                     -3-
Item 9.  Undertakings.

               (a)  The undersigned registrant hereby undertakes:

                    (1)  To  file, during any period  in  which  offers  or
          sales  are  being  made,   a  post-effective  amendment  to  this
          registration statement to include  any  material information with
          respect to the plan of distribution not previously  disclosed  in
          the  registration  statement  or  any  material  change  to  such
          information in the registration statement.

                    (2)  That, for the purpose of determining any liability
          under  the  Securities  Act  of  1933,  each  such post-effective
          amendment  shall  be  deemed  to be a new registration  statement
          relating to the securities offered  therein,  and the offering of
          such securities at that time shall be deemed to  be  the  initial
          bona fide offering thereof.

                    (3)  To  remove  from  registration by means of a post-
          effective amendment any of the securities  being registered which
          remain unsold at the termination of the offering.

               (b)  The undersigned registrant hereby  undertakes that, for
          purposes of determining any liability under the Securities Act of
          1933, each filing of the registrant's annual report  pursuant  to
          section  13(a) or section 15(d) of the Securities Exchange Act of
          1934 that  is  incorporated  by  reference  in  the  registration
          statement  shall  be  deemed  to  be a new registration statement
          relating to the securities offered  therein,  and the offering of
          such securities at that time shall be deemed to  be  the  initial
          bona fide offering thereof.

               (c)  Insofar  as  indemnification  for  liabilities  arising
          under  the  Securities Act of 1933 may be permitted to directors,
          officers and  controlling  persons  of the registrant pursuant to
          the provisions described in Item 6 or  otherwise,  the registrant
          has  been  advised  that  in  the  opinion of the Securities  and
          Exchange Commission such indemnification is against public policy
          as expressed in the Act and is, therefore, unenforceable.  In the
          event that a claim for indemnification  against  such liabilities
          (other than the payment by the registrant of expenses incurred or
          paid  by  a  director,  officer  or  controlling  person  of  the
          registrant  in  the  successful  defense of any action,  suit  or
          proceeding) is asserted by such director,  officer or controlling
          person  in connection with the securities being  registered,  the
          registrant  will, unless in the opinion of its counsel the matter
          has been settled  by  controlling precedent, submit to a court of
          appropriate   jurisdiction   the   question   of   whether   such
          indemnification  by  it  is against public policy as expressed in
          the Act and will be governed  by  the  final adjudication of such
          issue.

                                     -4-
SIGNATURES

               Pursuant to the requirements of the  Securities Act of 1933,
          the  Registrant  certifies  that  it  has reasonable  grounds  to
          believe that it meets all of the requirements  for filing on Form
          S-8 and has duly caused this Registration Statement  to be signed
          on  its behalf by the undersigned, thereunto duly authorized,  in
          the City of Lafayette, State of Louisiana, on May 22, 1997.

                                             MIDSOUTH BANCORP, INC.

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

                                  POWER OF ATTORNEY

               KNOW  ALL  MEN  BY  THESE  PRESENTS,  that each person whose
          signature appears immediately below constitutes  and  appoints C.
          R.  Cloutier  and Karen L. Hail, or either of them, his true  and
          lawful  attorney-in-fact   and   agent,   with   full   power  of
          substitution,  for  him and in his name, place and stead, in  any
          and all capacities, to  sign  any  and  all amendments (including
          post-effective amendments) to this Registration Statement, and to
          file the same and all exhibits thereto, and  other  documents  in
          connection   therewith,   with   the   Securities   and  Exchange
          Commission,  granting  unto said attorney-in-fact and agent  full
          power and authority to do  and  perform  each  and  every act and
          thing requisite and necessary to be done, as fully to all intents
          and purposes as he might or could do in person, hereby  ratifying
          and  confirming  all that said attorney-in-fact and agent or  his
          substitute or substitutes  may lawfully do or cause to be done by
          virtue hereof.

               Pursuant to the requirements  of the Securities Act of 1933,
          as amended, this Registration Statement  has  been  signed by the
          following persons in the capacities and on the dates indicated.
          
             /s/ C. R. Cloutier           President, Chief    May 14, 1997
                 C.R. Cloutier            Executive Officer 
                                          and Director                       
                                                                             
             /s/ J. B. Hargroder          Director            May 14, 1997    
                 J. B. Hargroder                                                
          
             /s/ Milton B. Kidd, III      Director            May 14, 1997   
                 Milton B. Kidd, III                                      
          
                                     S-1
/s/ William M. Simmons       Director            May 14, 1997   
                 William M. Simmons                                         
          
             /s/ James R. Davis           Director            May 14, 1997   
                 James R. Davis                                                
                                 
             /s/ Clayton P. Hilliard      Director            May 14, 1997 
                 Clayton P. Hilliard                                       
          
             /s/ Will G. Charbonnet, Sr.  Director            May 14, 1997    
                 Will G. Charbonnet, Sr.                                    
          
             /s/ Karen L. Hail            Chief Financial     May 14, 1997
                 Karen L. Hail            Officer and Director  
                                                                  
           
             /s/ Teri S. Stelly           Controller          May 14, 1997     
                 Teri S. Stelly                                                
                                                                            

                                      S-2