Registration No. 333-6803      As filed with the Commission on December 30, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------


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

                           ---------------------------


                        First Allen Parish Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)
         Delaware                                            72-1331593
    (State of Incorporation)                   (IRS Employer Identification No.)
                              222 South 10th Street
                            Oakdale, Louisiana 71463
              (Address of Principal Executive Offices and Zip Code)

                           ---------------------------


      First Allen Parish Bancorp, Inc. 1998 Stock Option and Incentive Plan
         First Allen Parish Bancorp, Inc. Recognition and Retention Plan
                            (Full Title of the Plans)

                                   Copies to:
        Charles L. Galligan                       Robert I. Lipsher, Esquire
President and Chief Executive Officer       Luse Lehman Gorman Pomerenk & Schick
   First Allen Parish Bancorp, Inc.               A Professional Corporation
       222 South 10th Street                   5335 Wisconsin Ave., N.W., #400
      Oakdale, Louisiana 71463                     Washington, D.C.  20015
          (318) 335-2031                                (202) 274-2000
     (Name, Address and Telephone
      Number of Agent for Service)

                           ---------------------------


         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933 check the following box. |X|
<TABLE>

                                          CALCULATION OF REGISTRATION FEE


  Title of Securities      Amount to be        Proposed                 Proposed           Amount of
   to be Registered       Registered (1)        Maximum                  Maximum        Registration Fee
                                            Offering Price Per      Aggregate Offering
                                                 Share                    Price
<S>                      <C>                    <C>                     <C>                   <C>    

 Common Stock, par
 value $.01 per share    26,450 shares (2)      $23.57(3)                $623,427              $--
 Common Stock, par
 value $.01 per share    10,580 shares (4)      $18.25(3)                $193,085              $--
         Total           37,030 shares                                   $816,512              $300
</TABLE>
<PAGE>

 -------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the First Allen Parish  Bancorp,  Inc. 1998 Stock Option and Incentive Plan
     (the "1998 Stock Option Plan"),  and the First Allen Parish  Bancorp,  Inc.
     Recognition and Retention Plan (the  "Recognition  and Retention  Plan") as
     the result of a stock split,  stock  dividend or similar  adjustment of the
     outstanding Common Stock of First Allen Parish Bancorp, Inc. pursuant to 17
     C.F.R. ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     the 1998 Stock Option Plan.  (3) Determined by the exercise price of $24.50
     for the 22,483 options  granted  pursuant to Rule 457(h)(1) and the average
     of the bid and  asked  prices of $18.25  for the  other  shares  registered
     pursuant  to Rule 457(c) and (h)(1).  (4)  Represents  the number of shares
     currently  reserved for issuance  pursuant to the Recognition and Retention
     Plan.



                      ------------------------------------


     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.



                                        2

<PAGE>



PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
will be sent or given to participants  in the First Allen Parish  Bancorp,  Inc.
1998 Stock Option and Incentive  Plan and the First Allen Parish  Bancorp,  Inc.
Recognition and Retention Plan  (collectively  the "Plans") as specified by Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following  documents  previously or  concurrently  filed by First Allen
Parish Bancorp, Inc. (the "Company") with the Commission are hereby incorporated
by reference in this Registration Statement:

(a)  the  Company's  Annual  Report on Form  10-KSB  for the  fiscal  year ended
     December 31, 1997 (File No. 0- 21165)  filed  pursuant to Rule 13a-1 of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)  all other reports  filed by the Company  pursuant to Section 12 or 15(d) of
     the  Exchange  Act since the end of the fiscal  year  covered by the Annual
     Report referred to above;

(c)  the  Company's  definitive  Proxy  Statement  for  its  Annual  Meeting  of
     Stockholders held on April 30, 1998;

(d)  the  description  of the common  stock,  par value  $.01 per share,  of the
     Company  contained  in the  Company's  Registration  Statement on Form SB-2
     (File No.  333-6803)  filed with the  Commission  on June 25,  1996 and all
     amendments or reports filed for the purpose of updating such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
Prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the Prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Charles
L. Galligan,  President and Chief Executive Officer, First Allen Parish Bancorp,
Inc., 222 South 10th Street,  Oakdale,  Louisiana 71463,  telephone number (318)
335-2031.

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

     Not applicable.


                                        3

<PAGE>



Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

                  Article   ELEVENTH   of  the   Registrant's   Certificate   of
Incorporation  provides for the  following  indemnification  for  Directors  and
Officers.

     ELEVENTH:  A. Each person who was or is made a party or is threatened to be
made a party to or is  otherwise  involved  in any action,  suit or  proceeding,
whether  civil,  criminal,   administrative  or  investigative   (hereinafter  a
"proceeding"),  by reason of the fact that he or she is or was a director  or an
officer  of  the  Corporation  or is or  was  serving  at  the  request  of  the
Corporation as a director or officer of another corporation,  including, without
limitation,  any Subsidiary (as defined in Article EIGHTH herein),  partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding is alleged action in an official capacity as a director or officer or
in any  other  capacity  while  serving  as a  director  or  officer,  shall  be
indemnified  and  held  harmless  by  the  Corporation  to  the  fullest  extent
authorized by the Delaware  General  Corporation  Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment  permits the Corporation to provide broader  indemnification
rights  than  such  law  permitted  the  Corporation  to  provide  prior to such
amendment),  against all expense, liability and loss (including attorneys' fees,
judgments,   fines,  ERISA  excise  taxes  or  penalties  and  amounts  paid  in
settlement)  reasonably  incurred or suffered by such  indemnitee  in connection
therewith;  provided, however, that, except as provided in Section C hereof with
respect to  proceedings to enforce rights to  indemnification,  the  Corporation
shall  indemnify any such  indemnitee in connection  with a proceeding  (or part
thereof)  initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
ELEVENTH  shall  include the right to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a director or officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  service to an employee  benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal (hereinafter a "final  adjudication"),
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of expenses  conferred  in Sections A and B of this  Article  ELEVENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  director  or  officer  and  shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

     C. If a claim under Section A or B of this Article  ELEVENTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant to the terms of an undertaking,  the indemnitee shall also be
entitled to be paid the expense of  prosecuting  or defending  such suit. In (i)
any suit  brought  by the  indemnitee  to  enforce  a right  to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such
applicable  standard of conduct,  shall create a presumption that the indemnitee
has not met the  applicable  standard  of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit.


                                        4

<PAGE>



In any suit brought by the indemnitee to enforce a right to  indemnification  or
to an advancement  of expenses  hereunder,  or by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking,  the burden of
proving  that the  indemnitee  is not  entitled  to be  indemnified,  or to such
advancement of expenses,  under this Article  ELEVENTH or otherwise  shall be on
the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred  in this  Article  ELEVENTH  shall not be exclusive of any other right
which  any  person  may  have  or  hereafter  acquire  under  any  statute,  the
Corporation's   Certificate  of  Incorporation,   Bylaws,   agreement,  vote  of
stockholders or Disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  director,  officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The  Corporation  may, to the extent  authorized  from time to time by a
majority vote of the Disinterested  Directors,  grant rights to  indemnification
and to the  advancement of expenses to any employee or agent of the  Corporation
to the fullest  extent of the  provisions  of this  Article  with respect to the
indemnification  and  advancement  of expenses of directors  and officers of the
Corporation.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

  


                                        5

<PAGE>



Item 8.  List of Exhibits.
<TABLE>

Regulation S-K                                                                         Reference to Prior Filing or
Exhibit Number                      Document                                           Exhibit No. Attached Hereto
--------------                      --------                                           ----------------------------
     <S>                      <C>                                                                <C>   
  
    3.1              Certificate of Incorporation of First Allen Parish Bancorp, Inc.            *

    3.2              Bylaws of First Allen Parish Bancorp, Inc.                                  *

     4               Specimen form of common stock certificate
                     of First Allen Parish Bancorp, Inc.                                         *

     5               Opinion of Luse Lehman Gorman Pomerenk
                     & Schick, P.C.                                                      Attached as Exhibit 5

   10.1              First Allen Parish Bancorp, Inc. 1998 Stock Option                       **
                     and Incentive Plan

    10.2             First Allen Parish Bancorp, Inc. Recognition and Retention Plan          **

   23.1              Consent of Luse Lehman Gorman Pomerenk
                     & Schick, P.C.                                                      Contained in Exhibit 5

   23.2              Consent of Kolder, Champagne, Slaven                                Attached as Exhibit 23.2
                     & Rainey, LLC

    24               Power of Attorney                                                 Contained on Signature Page

</TABLE>

*    Filed as exhibits to the Registrant's  Registration  Statement on Form SB-2
     (File No.  333-6803) filed with the Commission on June 25, 1996 pursuant to
     Section  5 of the  Securities  Act of 1933 and all  amendments  thereto  or
     reports  filed for the purpose of updating  such  description.  All of such
     previously filed documents are hereby  incorporated  herein by reference in
     accordance with Item 601 of Regulation S-K.

**   Filed as  exhibits  to the  Registrant's  Proxy  Statement  relating to the
     Registrant's April 30, 1998 annual meeting of stockholders,  filed with the
     Commission on March 31, 1998, which is incorporated herein by reference.



Item 9.  Undertakings

     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 Registration  Statement not previously disclosed
in this  Registration  Statement or any material  change to such  information in
this 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
1998 Stock Option and Incentive Plan and the Recognition and Retention Plan; and



                                        6

<PAGE>



     4. 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  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.

     5. 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  foregoing  provisions,   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 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.


                                        7

<PAGE>



                                  EXHIBIT INDEX


Exhibit Number                      Description
--------------                      -----------


         5                 Opinion of Luse Lehman  Gorman  Pomerenk & Schick,  A
                           Professional  Corporation  as to the  legality of the
                           Common Stock registered hereby.

         23.1              Consent of Luse Lehman Gorman Pomerenk & Schick,
                           A Professional  Corporation (contained in the opinion
                           included as Exhibit 5)

         23.2              Consent of Kolder, Champagne, Slaven & Rainey, LLC








                                        8

<PAGE>



                                   SIGNATURES

     The Registrant. 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 Oakdale, State of Louisiana, on this 28th day of
December, 1998.

                                   First Allen Parish Bancorp, Inc.

                                   ---------------------------------------------
                                   By:     /s/ Charles L. Galligan           
                                           Charles L. Galligan
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)


     POWER OF ATTORNEY

     We, the  undersigned  directors and officers of First Allen Parish Bancorp,
Inc. (the "Company") hereby severally constitute and appoint Charles L. Galligan
as our true and lawful attorney and agent, to do any and all things in our names
in the  capacities  indicated  below  which said  Charles L.  Galligan  may deem
necessary or advisable to enable the Company to comply with the  Securities  Act
of 1933,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange Commission,  in connection with the registration statement on Form S-8,
including  specifically,  but not limited to, power and authority to sign for us
in our names in the capacities  indicated below the  registration  statement and
any and all amendments  (including  post-effective  amendments)  thereto; and we
hereby approve, ratify and confirm all that said Charles L. Galligan shall do or
cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.



By:    /s/ Charles L. Galligan                   By:    /s/ James E. Riley     
       --------------------------                       ------------------------
       Charles L. Galligan, President and               James E. Riley, Director
          Chief Executive Officer
       (Principal Executive Officer)

Date:  December 28, 1998                         Date: December 28, 1998

By:    /s/ Betty Jean Parker                     By:    /s/ Leslie A. Smith 
       --------------------------                       ------------------------
       Betty J. Parker, Treasurer                       Leslie A. Smith, 
       (Principal Accounting                            Corporate Secretary and
        and Financial Officer)                          Director  

Date:  December 28, 1998                         Date: December 28, 1998

By:    /s/ Dr. James D. Sandefur                 By:    /s/ J. C. Smith   
       --------------------------                       ------------------------
       Dr. James D. Sandefur,                           J. C. Smith,  Director
       Chairman of the Board

Date:  December 28, 1998                         Date: December 28, 1998


By:    /s/ Jesse Boyd, Jr.      
       --------------------------            
       Jesse Boyd, Jr., Director

Date:  December 28, 1998
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR FIRST ALLEN PARISH BANCORP, INC.", "secsgml_size_bytes": 25399}]
{"company-data": {"conformed-name": "FIRST ALLEN PARISH BANCORP INC", "cik": "0001017309", "assigned-sic": "6035", "irs-number": "721331593", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69939", "film-number": "98778521"}, "business-address": {"street1": "222 SOUTH 10TH STREET", "street2": "P O BOX 706", "city": "OAKDALE", "state": "LA", "zip": "71463", "phone": "3183352031"}, "mail-address": {"street1": "222 SOUTH 10TH STREET", "city": "OAKDALE", "state": "LA", "zip": "71463"}}
Registration No. 333-6803      As filed with the Commission on December 30, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------

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

                           ---------------------------

                        First Allen Parish Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)
         Delaware                                            72-1331593
    (State of Incorporation)                   (IRS Employer Identification No.)
                              222 South 10th Street
                            Oakdale, Louisiana 71463
              (Address of Principal Executive Offices and Zip Code)

                           ---------------------------

      First Allen Parish Bancorp, Inc. 1998 Stock Option and Incentive Plan
         First Allen Parish Bancorp, Inc. Recognition and Retention Plan
                            (Full Title of the Plans)

                                   Copies to:
        Charles L. Galligan                       Robert I. Lipsher, Esquire
President and Chief Executive Officer       Luse Lehman Gorman Pomerenk & Schick
   First Allen Parish Bancorp, Inc.               A Professional Corporation
       222 South 10th Street                   5335 Wisconsin Ave., N.W., #400
      Oakdale, Louisiana 71463                     Washington, D.C.  20015
          (318) 335-2031                                (202) 274-2000
     (Name, Address and Telephone
      Number of Agent for Service)

                           ---------------------------

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933 check the following box. |X|

                                          CALCULATION OF REGISTRATION FEE

  Title of Securities      Amount to be        Proposed                 Proposed           Amount of
   to be Registered       Registered (1)        Maximum                  Maximum        Registration Fee
                                            Offering Price Per      Aggregate Offering
                                                 Share                    Price
Common Stock, par
 value $.01 per share    26,450 shares (2)      $23.57(3)                $623,427              $--
 Common Stock, par
 value $.01 per share    10,580 shares (4)      $18.25(3)                $193,085              $--
         Total           37,030 shares                                   $816,512              $300
-------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the First Allen Parish  Bancorp,  Inc. 1998 Stock Option and Incentive Plan
     (the "1998 Stock Option Plan"),  and the First Allen Parish  Bancorp,  Inc.
     Recognition and Retention Plan (the  "Recognition  and Retention  Plan") as
     the result of a stock split,  stock  dividend or similar  adjustment of the
     outstanding Common Stock of First Allen Parish Bancorp, Inc. pursuant to 17
     C.F.R. ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     the 1998 Stock Option Plan.  (3) Determined by the exercise price of $24.50
     for the 22,483 options  granted  pursuant to Rule 457(h)(1) and the average
     of the bid and  asked  prices of $18.25  for the  other  shares  registered
     pursuant  to Rule 457(c) and (h)(1).  (4)  Represents  the number of shares
     currently  reserved for issuance  pursuant to the Recognition and Retention
     Plan.

                      ------------------------------------

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

                                        2
PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     The documents  containing the  information  specified in Part I of Form S-8
will be sent or given to participants  in the First Allen Parish  Bancorp,  Inc.
1998 Stock Option and Incentive  Plan and the First Allen Parish  Bancorp,  Inc.
Recognition and Retention Plan  (collectively  the "Plans") as specified by Rule
428(b)(1)   promulgated  by  the  Securities   and  Exchange   Commission   (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following  documents  previously or  concurrently  filed by First Allen
Parish Bancorp, Inc. (the "Company") with the Commission are hereby incorporated
by reference in this Registration Statement:

(a)  the  Company's  Annual  Report on Form  10-KSB  for the  fiscal  year ended
     December 31, 1997 (File No. 0- 21165)  filed  pursuant to Rule 13a-1 of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)  all other reports  filed by the Company  pursuant to Section 12 or 15(d) of
     the  Exchange  Act since the end of the fiscal  year  covered by the Annual
     Report referred to above;

(c)  the  Company's  definitive  Proxy  Statement  for  its  Annual  Meeting  of
     Stockholders held on April 30, 1998;

(d)  the  description  of the common  stock,  par value  $.01 per share,  of the
     Company  contained  in the  Company's  Registration  Statement on Form SB-2
     (File No.  333-6803)  filed with the  Commission  on June 25,  1996 and all
     amendments or reports filed for the purpose of updating such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
Prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the Prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Charles
L. Galligan,  President and Chief Executive Officer, First Allen Parish Bancorp,
Inc., 222 South 10th Street,  Oakdale,  Louisiana 71463,  telephone number (318)
335-2031.

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

     Not applicable.

                                        3
Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

                  Article   ELEVENTH   of  the   Registrant's   Certificate   of
Incorporation  provides for the  following  indemnification  for  Directors  and
Officers.

     ELEVENTH:  A. Each person who was or is made a party or is threatened to be
made a party to or is  otherwise  involved  in any action,  suit or  proceeding,
whether  civil,  criminal,   administrative  or  investigative   (hereinafter  a
"proceeding"),  by reason of the fact that he or she is or was a director  or an
officer  of  the  Corporation  or is or  was  serving  at  the  request  of  the
Corporation as a director or officer of another corporation,  including, without
limitation,  any Subsidiary (as defined in Article EIGHTH herein),  partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding is alleged action in an official capacity as a director or officer or
in any  other  capacity  while  serving  as a  director  or  officer,  shall  be
indemnified  and  held  harmless  by  the  Corporation  to  the  fullest  extent
authorized by the Delaware  General  Corporation  Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment  permits the Corporation to provide broader  indemnification
rights  than  such  law  permitted  the  Corporation  to  provide  prior to such
amendment),  against all expense, liability and loss (including attorneys' fees,
judgments,   fines,  ERISA  excise  taxes  or  penalties  and  amounts  paid  in
settlement)  reasonably  incurred or suffered by such  indemnitee  in connection
therewith;  provided, however, that, except as provided in Section C hereof with
respect to  proceedings to enforce rights to  indemnification,  the  Corporation
shall  indemnify any such  indemnitee in connection  with a proceeding  (or part
thereof)  initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
ELEVENTH  shall  include the right to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a director or officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  service to an employee  benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal (hereinafter a "final  adjudication"),
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of expenses  conferred  in Sections A and B of this  Article  ELEVENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  director  or  officer  and  shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

     C. If a claim under Section A or B of this Article  ELEVENTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant to the terms of an undertaking,  the indemnitee shall also be
entitled to be paid the expense of  prosecuting  or defending  such suit. In (i)
any suit  brought  by the  indemnitee  to  enforce  a right  to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such
applicable  standard of conduct,  shall create a presumption that the indemnitee
has not met the  applicable  standard  of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit.

                                        4
In any suit brought by the indemnitee to enforce a right to  indemnification  or
to an advancement  of expenses  hereunder,  or by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking,  the burden of
proving  that the  indemnitee  is not  entitled  to be  indemnified,  or to such
advancement of expenses,  under this Article  ELEVENTH or otherwise  shall be on
the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred  in this  Article  ELEVENTH  shall not be exclusive of any other right
which  any  person  may  have  or  hereafter  acquire  under  any  statute,  the
Corporation's   Certificate  of  Incorporation,   Bylaws,   agreement,  vote  of
stockholders or Disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  director,  officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The  Corporation  may, to the extent  authorized  from time to time by a
majority vote of the Disinterested  Directors,  grant rights to  indemnification
and to the  advancement of expenses to any employee or agent of the  Corporation
to the fullest  extent of the  provisions  of this  Article  with respect to the
indemnification  and  advancement  of expenses of directors  and officers of the
Corporation.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

  

                                        5
Item 8.  List of Exhibits.

Regulation S-K                                                                         Reference to Prior Filing or
Exhibit Number                      Document                                           Exhibit No. Attached Hereto
--------------                      --------                                           ----------------------------
3.1              Certificate of Incorporation of First Allen Parish Bancorp, Inc.            *

    3.2              Bylaws of First Allen Parish Bancorp, Inc.                                  *

     4               Specimen form of common stock certificate
                     of First Allen Parish Bancorp, Inc.                                         *

     5               Opinion of Luse Lehman Gorman Pomerenk
                     & Schick, P.C.                                                      Attached as Exhibit 5

   10.1              First Allen Parish Bancorp, Inc. 1998 Stock Option                       **
                     and Incentive Plan

    10.2             First Allen Parish Bancorp, Inc. Recognition and Retention Plan          **

   23.1              Consent of Luse Lehman Gorman Pomerenk
                     & Schick, P.C.                                                      Contained in Exhibit 5

   23.2              Consent of Kolder, Champagne, Slaven                                Attached as Exhibit 23.2
                     & Rainey, LLC

    24               Power of Attorney                                                 Contained on Signature Page
*    Filed as exhibits to the Registrant's  Registration  Statement on Form SB-2
     (File No.  333-6803) filed with the Commission on June 25, 1996 pursuant to
     Section  5 of the  Securities  Act of 1933 and all  amendments  thereto  or
     reports  filed for the purpose of updating  such  description.  All of such
     previously filed documents are hereby  incorporated  herein by reference in
     accordance with Item 601 of Regulation S-K.

**   Filed as  exhibits  to the  Registrant's  Proxy  Statement  relating to the
     Registrant's April 30, 1998 annual meeting of stockholders,  filed with the
     Commission on March 31, 1998, which is incorporated herein by reference.

Item 9.  Undertakings

     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 Registration  Statement not previously disclosed
in this  Registration  Statement or any material  change to such  information in
this 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
1998 Stock Option and Incentive Plan and the Recognition and Retention Plan; and

                                        6
4. 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  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.

     5. 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  foregoing  provisions,   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 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.

                                        7
EXHIBIT INDEX

Exhibit Number                      Description
--------------                      -----------

         5                 Opinion of Luse Lehman  Gorman  Pomerenk & Schick,  A
                           Professional  Corporation  as to the  legality of the
                           Common Stock registered hereby.

         23.1              Consent of Luse Lehman Gorman Pomerenk & Schick,
                           A Professional  Corporation (contained in the opinion
                           included as Exhibit 5)

         23.2              Consent of Kolder, Champagne, Slaven & Rainey, LLC

                                        8
SIGNATURES

     The Registrant. 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 Oakdale, State of Louisiana, on this 28th day of
December, 1998.

                                   First Allen Parish Bancorp, Inc.

                                   ---------------------------------------------
                                   By:     /s/ Charles L. Galligan           
                                           Charles L. Galligan
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

     POWER OF ATTORNEY

     We, the  undersigned  directors and officers of First Allen Parish Bancorp,
Inc. (the "Company") hereby severally constitute and appoint Charles L. Galligan
as our true and lawful attorney and agent, to do any and all things in our names
in the  capacities  indicated  below  which said  Charles L.  Galligan  may deem
necessary or advisable to enable the Company to comply with the  Securities  Act
of 1933,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange Commission,  in connection with the registration statement on Form S-8,
including  specifically,  but not limited to, power and authority to sign for us
in our names in the capacities  indicated below the  registration  statement and
any and all amendments  (including  post-effective  amendments)  thereto; and we
hereby approve, ratify and confirm all that said Charles L. Galligan shall do or
cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

By:    /s/ Charles L. Galligan                   By:    /s/ James E. Riley     
       --------------------------                       ------------------------
       Charles L. Galligan, President and               James E. Riley, Director
          Chief Executive Officer
       (Principal Executive Officer)

Date:  December 28, 1998                         Date: December 28, 1998

By:    /s/ Betty Jean Parker                     By:    /s/ Leslie A. Smith 
       --------------------------                       ------------------------
       Betty J. Parker, Treasurer                       Leslie A. Smith, 
       (Principal Accounting                            Corporate Secretary and
        and Financial Officer)                          Director  

Date:  December 28, 1998                         Date: December 28, 1998

By:    /s/ Dr. James D. Sandefur                 By:    /s/ J. C. Smith   
       --------------------------                       ------------------------
       Dr. James D. Sandefur,                           J. C. Smith,  Director
       Chairman of the Board

Date:  December 28, 1998                         Date: December 28, 1998

By:    /s/ Jesse Boyd, Jr.      
       --------------------------            
       Jesse Boyd, Jr., Director

Date:  December 28, 1998