<PAGE> 1
  
                                         UNITED STATES
                              SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C.  20549


                                          FORM 10-Q


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

  For the quarter ended November 30, 1995         Commission file number 0-15948

 
                               WATERHOUSE INVESTOR SERVICES, INC.
                    (Exact name of registrant as specified in its charter)


                Delaware                                  13-3400568
     (State or other jurisdiction of             (I.R.S. Employer I.D. Number)  
      incorporation or organization)                                            


                            100 Wall Street, New York, NY  10005
                     (Address of principal executive offices and zip code)


            Registrant's telephone number, including area code:  (212) 806-3500



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.

                                  X   Yes                   No
                               ------                ------ 


The number of shares outstanding of Common Stock (par value $.01 per 
share) as of November 30, 1995 was 11,452,343.                        

<PAGE> 2
  
                                  WATERHOUSE INVESTOR SERVICES, INC.
                                    Quarterly Report on Form 10-Q
                              For the Quarter Ended November 30, 1995
  
                                                Index

<TABLE>
<CAPTION>

Part I - FINANCIAL INFORMATION                                              PAGE 

<S>                                                                          <C>
Item 1.  Financial Statements:

         Consolidated Statements of Financial Condition as of 
         November 30, 1995 and August 31, 1995                                3
	
         Consolidated Statements of Income for the Three
         Months Ended November 30, 1995 and November 30, 1994                 4

         Consolidated Statements of Cash Flows for the Three Months
         Ended November 30, 1995 and November 30, 1994                        5

         Notes to Consolidated Financial Statements                           6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                            7


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                   11

Item 2.  Changes in Securities                                               11

Item 3.  Defaults upon Senior Securities                                     11

Item 4.  Submission of Matters to a Vote of Security Holders                 11

Item 5.  Other Information                                                   11

Item 6.  Exhibits and Reports on Form 8-K                                    11

SIGNATURES                                                                   11

EXHIBIT A - Computation of Earnings Per Common and Common Equivalent Shares  12

EXHIBIT B - Computation of Ratio of Earnings to Fixed Charges                13					
</TABLE>

<PAGE> 3

                                PART I - FINANCIAL INFORMATION
		
Item 1.  Financial Statements

                       WATERHOUSE INVESTOR SERVICES, INC. AND SUBSIDIARIES 
                         CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION  

<TABLE>
<CAPTION>
                                                       (Unaudited)
                                                       November 30,        August 31,
                                                           1995              1995
                                                       -----------        ----------- 
                                                     <C>                <C>
<S>
ASSETS: 
 Cash and due from banks                              $ 16,444,829       $ 13,090,043 
 Interest bearing deposits with other banks             25,000,000         50,000,000 
 Federal funds sold                                     73,900,000         54,100,000 
 Investment securities                                 250,730,836        146,516,037 
 Receivable from brokers and dealers                     9,496,670         10,576,815 
 Receivable from customers, net                        433,888,072        368,974,021 
 Deposits with clearing organizations                    4,370,753          4,384,568 
 Furniture and equipment, net                            7,079,705          6,716,497 
 Other assets                                           12,197,875         11,255,002     
                                                      ------------       ------------ 
     Total assets                                     $833,108,740       $665,612,983
                                                      ============       ============

LIABILITIES AND STOCKHOLDERS' EQUITY:	
 Liabilities:	 
   Broker loans and overdrafts                        $ 62,149,109        $ 39,682,966	 
   Interest bearing deposits                           330,614,419         231,046,433	 
   Deposits received for securities loaned             143,949,065         107,683,494	 
   Payable to brokers and dealers                        5,530,116           4,625,829	 
   Payable to customers                                142,302,288         135,975,485	 
   Dividends payable                                           ---           2,288,920	 
   6% convertible subordinated notes                    48,500,000          48,500,000	 
   Accounts payable, taxes payable, accrued expenses 
    and other liabilities                               26,978,063          29,095,811	    
                                                       -----------         -----------
     Total liabilities                                 760,023,060         598,898,938
                                                       -----------         -----------

 Stockholders' equity:	 
   Common stock, $.01 par value, 20,000,000 shares      
    authorized and 11,702,345 shares issued at      
    November 30, 1995 and 11,694,729 shares issued at      
    August 31, 1995                                        117,024            116,947	 
   Additional paid-in capital                            9,349,382          9,210,037	 
   Retained earnings                                    64,627,644         58,395,431
Less:
----
Treasury stock, 250,002 shares, at cost                 (1,008,370)        (1,008,370)
                                                      ------------       ------------   
     Total stockholders' equity                         73,085,680         66,714,045
                                                      ------------       ------------   
     Total liabilities and stockholders' equity       $833,108,740       $665,612,983
                                                      ============       ============

            The accompanying notes are an integral part of these consolidated 
            financial statements.

<PAGE> 4
 
                        WATERHOUSE INVESTOR SERVICES, INC. AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF INCOME
                                           (Unaudited)


</TABLE>
<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                           November 30,      November 30,
                                                               1995             1994
                                                           -----------       -----------
<S>                                                       <C>               <C>
INTEREST INCOME:	
 Margin loans                                              $ 8,015,132       $ 5,037,077	
 Investment securities                                       4,390,590            44,986	
 Other interest income                                         265,844            97,839		
                                                            ----------        ----------
   Total interest income                                    12,671,566         5,179,902
                                                            ----------        ----------
INTEREST EXPENSE:	
 Interest paid on interest bearing deposits                  3,504,481               ---	
 Interest paid on deposits received for securities loaned    1,551,140               ---	
 Broker loans and overdrafts                                   869,442         1,026,449	
 6% convertible subordinated notes                             727,500           727,500	
 Other                                                         308,479           168,478
                                                            ----------        ----------		
   Total interest expense                                    6,961,042         1,922,427
                                                            ----------        ----------		
   Net interest income                                       5,710,524         3,257,475
                                                            ----------        ----------
NONINTEREST INCOME:	
 Commissions and clearing fees                              33,885,623        20,641,195	
 Mutual fund revenue                                         3,269,197         1,969,028	
 Other                                                         251,905           356,374
                                                            ----------	   ----------	
   Total noninterest income                                 37,406,725        22,966,597
                                                            ----------        ----------		
   Total income                                             43,117,249        26,224,072
                                                            ----------        ----------
OPERATING EXPENSES:	
 Employee compensation and benefits                         13,301,776         8,751,474	
 Communications and data processing                          6,653,540         4,044,146	
 Advertising and promotion                                   2,008,566         1,384,962	
 Stationery and postage                                      1,609,187           853,780	
 Equipment                                                   1,489,589           480,435	
 Occupancy                                                   1,351,633           995,614	
 Floor brokerage, exchange and clearing fees                 1,150,847         1,009,206	
 Professional fees                                             723,873           944,451	
 Depreciation and amortization                                 681,826           540,073	
 Other                                                       2,888,050           951,306
                                                            ----------        ----------		

   Total operating expenses                                 31,858,887        19,955,447
                                                            ----------        ----------
Income before income taxes                                  11,258,362         6,268,625

Income tax provision                                         5,026,149         2,604,103
                                                            ----------        ----------
Net income                                                 $ 6,232,213       $ 3,664,522
                                                           ===========       ===========

Primary earnings per share                                       $ .54             $ .32
Fully diluted earnings per share                                 $ .48             $ .30
Weighted average shares outstanding                         11,628,193        11,521,314
</TABLE>

           The accompanying notes are an integral part of these consolidated 
           financial statements.

<PAGE> 5

                           WATERHOUSE INVESTOR SERVICES, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               (Unaudited)
<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                           November 30,     November 30,
                                                               1995             1994
                                                           -----------      -----------
<S>                                                        <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                                 $6,232,213       $3,664,522 
  Non cash items included in net income:	
   Depreciation                                                646,708          504,955	
   Debt issuance cost                                           35,118           35,118 
   Increase in allowance for doubtful accounts                  84,631           32,290 
  (Increases) decreases in operating assets:	
   Receivable from brokers and dealers                       1,080,145       (3,606,630)	
   Receivable from customers                               (64,998,682)     (12,932,244)	
   Deposits with clearing organizations                         13,815              ---  	
   Other assets                                               (977,993)        (568,563) 
  Increases (decreases) in operating liabilities:	
   Broker loans and overdrafts                              22,466,143       32,581,167	
   Deposits received for securities loaned                  36,265,571              ---
   Payable to brokers and dealers                              904,287       (6,427,390)	
   Payable to customers                                      6,326,803       (4,459,408)	
   Accounts payable, taxes payable, accrued expenses and 
    other liabilities                                       (4,406,666)      (1,615,690)
                                                             ---------        ---------
CASH PROVIDED BY OPERATING ACTIVITIES                        3,672,093        7,208,127
                                                             ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Interest bearing deposits with other banks                 25,000,000              ---
 Federal funds sold                                        (19,800,000)             ---
 Investment securities purchased                           (85,274,199)      (7,173,735)
 Proceeds from maturities of investment securities         (18,940,600)       7,582,713
 Purchase of furniture and equipment                        (1,009,916)        (330,111)
                                                             ---------          -------

CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES           (100,024,715)          78,867
                                                           -----------           ------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Dividends paid                                                    ---       (1,830,736)
 Exercise of stock options and warrants                        139,422              ---
 Interest bearing deposits                                  99,567,986              ---
                                                            ----------       ----------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES             99,707,408       (1,830,736)
                                                            ----------       ----------
INCREASE IN CASH AND DUE FROM BANKS                          3,354,786        5,456,258

CASH AND DUE FROM BANKS, beginning of period                13,090,043        7,728,832
                                                            ----------        ---------
CASH AND DUE FROM BANKS, end of period                    $ 16,444,829     $ 13,185,090
                                                          ============     ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid for interest                                   $  5,744,031     $  1,221,297
                                                          ============     ============
 Cash paid for income taxes                               $  4,915,561     $  1,189,711
                                                          ============     ============
</TABLE>

           The accompanying notes are an integral part of these consolidated 
           financial statements.

<PAGE> 6
                           WATERHOUSE INVESTOR SERVICES, INC. AND SUBSIDIARIES
                               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                             (Unaudited)

1.  ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES
    -----------------------------------------------
      Waterhouse Investor Services, Inc. (the "Company") was formed under the 
      laws of the State of Delaware on April 10, 1987, and became registered as 
      a bank holding company on October 13, 1994 under the Bank Holding Company 
      Act of 1956.  The accompanying consolidated financial statements include 
      the accounts of the Company and its wholly-owned subsidiaries including 
      Waterhouse Securities, Inc. and Waterhouse National Bank.  Waterhouse 
      Securities, Inc. ("Waterhouse Securities" or the "Broker"), a 
      securities brokerage firm, registered with the Securities and Exchange 
      Commission (the "SEC") and is a member of the National Association of 
      Securities Dealers, Inc. (the "NASD") and the New York Stock Exchange, 
      Inc. (the "NYSE")and other exchanges, which provides discount 
      brokerage and mutual fund services to individual investors.  Waterhouse 
      National Bank (the "Bank") is a federally chartered banking institution 
      which provides expanded financial services primarily to the customers of 
      Waterhouse Securities.    

      The financial statements have been prepared by the Company, without 
      audit, pursuant to the Rules and Regulations of the SEC and reflect all 
      adjustments (which include only normal recurring adjustments) which are 
      necessary to present a fair statement of the results for the interim 
      periods reported.  All intercompany transactions have been eliminated.  
      Certain footnote disclosures normally included in financial statements 
      prepared in accordance with generally accepted accounting principles 
      have been condensed or omitted pursuant to such rules and regulations, 
      although the Company believes that the disclosures are adequate to make 
      the information presented not misleading.  It is suggested that these 
      consolidated financial statements be read in conjunction with the 
      financial statements and notes thereto included in the Company's Annual 
      Report on Form 10-K for the year ended August 31, 1995. 

2. CAPITAL ADEQUACY
   ----------------
      As a registered broker-dealer and member firm of the NYSE, the Broker is 
      subject to the SEC's Uniform Net Capital Rule (the "Rule") which requires 
      the maintenance of minimum net capital.  The Broker has elected to use 
      the alternative method, permitted by the Rule, which requires that the 
      Broker maintain minimum net capital equal to the greater of $250,000 or
      2% of aggregate debit items arising from customer transactions.  
      Additionally, the NYSE may require a member firm to reduce its 
      business if its net capital is less than 4% of aggregate debit items 
      and may prohibit the Broker from expanding its business and declaring 
      dividends if its net capital is less than 5% of aggregate debit items.

      At November 30, 1995, the Broker had net capital of $45,402,642, which 
      was 10% of aggregate debit items and $36,131,358 in excess of required 
      net capital.  Further, the amounts in excess of 4% and 5% of aggregate 
      debit items were $26,860,074 and $22,224,432, respectively.

      As a bank holding company, the Company closely monitors its capital 
      levels and the capital levels of the Bank to provide for normal 
      business needs and to comply with regulatory requirements.  Both the 
      Company's and the Bank's capital ratios were sufficently in excess of the 
      regulatory requirements to be deemed "Well Capitalized" for the period 
      ended November 30, 1995.

3. INVESTMENT SECURITIES
   ---------------------
      The investment securities are held by the Bank and carried at amortized 
      cost since the Bank has the intent and the ability 	to hold these 
      instruments to maturity.  The maturity of these instruments range from 
      December 7, 1995 to June 26, 2000.  The following is a comparison of the 
      carrying amount and approximate market values:
                                                            
<TABLE>
<CAPTION>
                                          November 30, 1995           August 31, 1995
                                      -------------------------  ------------------------- 
                                        Carrying   Approximate     Carrying   Approximate
                                         Amount    Market Value     Amount    Market Value 
                                      ------------ ------------  ------------ ------------
<S>                                   <C>          <C>           <C>          <C>
U.S. Government and Agency Securities $249,920,836 $249,619,668  $144,706,037 $144,692,000	
Other Securities                           810,000      810,000     1,810,000    1,810,000	
                                      ------------ ------------  ------------ ------------
Total                                 $250,730,836 $250,429,668  $146,516,037 $146,502,000
                                      ============ ============  ============ ============
</TABLE>	


<PAGE> 7


Item 2.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations


General

Waterhouse Investor Services, Inc., is a holding company engaged through 
its principal subsidiary, Waterhouse Securities, Inc., in providing 
discount brokerage and related financial services primarily to retail 
customers throughout the United States.  The Bank was established to 
provide the Company with the ability to offer expanded financial services 
and products primarily to the customer base of Waterhouse Securities.

The securities industry has always been subject to volatility and sizable 
market swings.  In the past, this volatility has had little effect on the 
financial condition of Waterhouse Securities.  In addition, management feels 
that the effect of this volatility on the results of the Company's operations 
for any specific period of time may not be representative of the general 
trend in the securities industry or operations of Waterhouse Securities.

The Company has organized an investment advisory subsidiary, Waterhouse 
Asset Management, Inc., which is registered under the Investment Advisory 
Act of 1940.  The advisory firm, which is a wholly-owned subsidiary of the 
Bank, is principally engaged in providing investment management services to 
the Waterhouse Investors Cash Management Fund, a money market fund, and 
other mutual funds.

Results of Operations

The Company has experienced rapid growth in customer accounts, trade 
processing activity and revenues.  The Company believes that favorable 
market conditions and increasing participation of individual investors 
have contributed substantially to this growth.  However, the Company also 
believes that its historical growth is attributable in large measure to the 
expansion of its branch office network, the development of the Bank, the 
introduction of new products and services, increased advertising and 
marketing expenditures, and growth in the number of individuals comprising 
the Company's target market.

Waterhouse Securities derives substantial revenue from commissions 
charged on securities transactions and from interest earned on customer 
margin balances.  As a result, the revenues and earnings of the Company 
are directly and materially affected by changes in the volume and price 
level of securities transactions, the amount of customer margin loans and 
the Company's cost of funds used to finance such loans.  Accordingly, the 
Company's revenues and earnings have fluctuated materially from quarter 
to quarter.

<PAGE> 8

The following table sets forth selected consolidated financial data as 
percentages of total revenues and the percentage increase in each item over 
the amount for the previous period:

<TABLE>
<CAPTION>
                                    Percentage to total income    Period to period change 
                                    --------------------------    -----------------------
                                                                   First QuarterFY 1996 
                                   First Quarter   First Quarter        compared to 
                                      FY 1996         FY 1995      First Quarter FY 1995
                                      -------         -------      ---------------------
<S>                                   <C>             <C>                <C>
Interest Income:	
  Total interest income                29.4%           19.8%              144.6% 
  Total interest expense               16.2%            7.4%              262.1% 
                                       -----           -----
  Net interest income                  13.2%           12.4%               75.3% 
                                       -----           -----
Noninterest Income:
Commissions and clearing fees          78.6%           78.7%               64.2% 
Mutual fund revenues                    7.6%            7.5%               66.0% 
Other noninterest income                0.6%            1.4%              -29.3%
                                       -----           -----  
Total noninterest income               86.8%           87.6%               62.9%  
                                       -----           -----
Total income                          100.0%          100.0%               64.4% 
                                      ------          ------

Operating Expenses:
Employee compensation and benefits     30.9%           33.4%               52.0%
Communications and data processing     15.4%           15.4%               64.5%
Advertising and promotion               4.7%            5.3%               45.0%    
Stationery and postage                  3.7%            3.3%               88.5% 
Equipment                               3.5%            1.8%              210.0%
Occupancy                               3.1%            3.8%               35.8%
Floor brokerage, exchange and 
 clearing fees                          2.7%            3.8%               14.0% 
All other expenses                      9.9%            9.3%               76.3% 
                                       -----           -----
Total operating expenses               73.9%           76.1%               59.7%  
                                       -----           -----
Income before income taxes             26.1%           23.9%               79.6%

Income tax provision                   11.7%            9.9%               93.0%
                                       -----           -----
Net income                             14.4%           14.0%               70.1%
                                       -----           -----
</TABLE>

Income

Net Interest Income. Waterhouse Securities' primary source of interest 
income is margin loans to customers.  These loans are financed primarily 
through capital, bank loans, deposits received for securities loaned, credit 
balances in customer accounts (known as free credit balances) and 
subordinated debt.  Net interest income (interest income less interest 
expense) increased for the first quarter of fiscal year 1996 by 75% from that 
of the same period in the prior year.  This is directly affected by the level 
of such loans, the interest rate charged on those loans, which is based on the 
broker call rate, and the cost of financing.  The Bank has contributed to the 
increase in net interest income due to interest earned on short term 
investments in excess of interest paid to depositors.

Commissions and Clearing Fees. Waterhouse Securities acts primarily as an 
agent for customer trading activity, and therefore, the commissions earned 
by Waterhouse Securities are directly affected by the number of trades 
executed and cleared, as well as the average commission rate per trade.  
During the first quarter of fiscal year 1996, the number of trades executed 
and cleared by Waterhouse Securities was up 62% as a result of activity from 
the addition of new accounts added during the period and increased trading 
activity from existing accounts. Included in commissions and clearing fees 
are commissions for directing order execution.   

Mutual Fund Revenues.  Included in mutual fund revenues are commission fees 
and loads on mutual fund and money market transfers.  Such revenues 
increased 66% for the first quarter of fiscal year 1996 over the same period 
in the prior year, primarily due to a corresponding increase in volume in 
mutual fund transactions.


<PAGE> 9

Expenses

Employee Compensation and Benefits.  Employee compensation represented 
approximately 42% of total operating expenses in the first quarter of fiscal 
1996 -- the Company's largest expense.  This expense primarily includes 
salaries, bonuses, Employee Stock Ownership Plan (ESOP) contributions and 
other related benefits and taxes.  Employee compensation expense is directly 
impacted by the number of employees, and partially impacted by the profits 
of the Company, as the bonuses and contributions to the ESOP are dependent on 
income before taxes.

Employee compensation increased 52% in the first quarter of fiscal 1996 over 
the first quarter of fiscal 1995, primarily as a result of an increase in the 
number of employees from 775 as of November 30, 1994 to 1,045 as of November 
30, 1995.  These increases were necessary to support the rapid branch 
expansion from 60 branches as of November 30, 1994 to 74 branches as of 
November 30, 1995, as well as increased activity from the customer base of 
the existing branches.  

Communications and Data Processing.  This category is primarily composed 
of variable charges related to executing and clearing customer 
transactions, telephone, computer service and quotation charges.  These 
charges increased 65% for the first quarter of fiscal year 1996 primarily 
due to the corresponding increase in the volume of transactions processed 
by the Company and, to a lesser extent, the related increases in the number 
of branch offices.

Advertising and Promotion.  As the branch network expanded at a rapid rate 
over the past several years, Waterhouse Securities increased its 
advertising campaign with larger and more frequent advertising in national 
publications, such as The Wall Street Journal, Barron's and Investor's 
Business Daily.  In addition, Waterhouse Securities increased its 
advertising campaign on national cable television stations.  As a result, 
advertising and promotion expense increased 45% for the first quarter of 
fiscal year 1996 over the first quarter of the prior year.

Stationery and Postage.  This includes envelopes, postage charges and 
stationery for our brokerage operations.  This expense increased 89% for 
the first quarter of 1996 over the first quarter of the prior year.  
This increase was attributable to the large increase in trade volume 
as well as the development of new customer statements, and the 
expansion of the Company's branch office network.  

Equipment.  Equipment expense increased 210% in the first quarter of 
1996 over the first quarter of the prior year.  This is attributable 
to both the rapid expansion of the Company's branch office network 
and the increased technology offered by the Company to its customer base.

Occupancy.  Occupancy expense increased 36% in the first quarter of 
fiscal 1996 versus the first quarter of fiscal 1995. This increase 
was primarily attributable to an increase in rental expense resulting 
from the expansion of the Company's branch office network and an increase 
in space required for the Company's clearing operations and corporate 
headquarters.

Floor Brokerage, Exchange and Clearing Fees.  This expense increased 14%  
for the first quarter of 1996 over the first quarter of the prior year.  
This includes both clearance and floor brokerage expense and was affected 
by the increase in the trade volume.

Other Expenses.  Included in other expenses are depreciation, insurance, 
professional fees and other miscellaneous expenses.  Other expenses 
amounted to $4.3 million in the first quarter of fiscal year 1996, 
resulting in an increase of 76% as compared to the first quarter of 
fiscal 1995.  This increase is primarily attributable to the general 
expansion of the Company's business during the period.

<PAGE> 10

Financial Condition

As of November 30, 1995, the Company's financial position remained strong 
with 98% of total assets consisting of cash and due from banks, deposits, 
federal funds sold, investment securities and receivables from 
broker-dealers and customers.  Customer receivables of $434 million at 
November 30, 1995 are secured by readily marketable securities, some of 
which are used to collateralize bank loans of $62 million and deposits 
received for securities loaned of $144 million.  The Company's other 
assets consist principally of office and operating equipment.

Stockholders' equity as of November 30, 1995 was over $73 million, an 
increase of $6.2 million since August 31,1995.  Such increase was 
primarily due to earnings during the first three months of fiscal 1996.

Liquidity and Capital Resources

With the establishment of the Bank, the Company became subject to 
regulation as a registered bank holding company under the Bank Holding 
Company Act.  As such, the Company is subject to examination by the 
Federal Reserve Bank (the "FRB"), regulatory reporting requirements, 
minimum capital requirements and ratios, certain restrictions on 
non-banking activities, transactions with affiliates, tie-in 
arrangements, changes in control, dividend payments, redemptions and 
other payments to security holders, and other restrictions.  Under FRB 
policy, the Company, as a bank holding company, will be expected to act 
as a source of financial strength to Waterhouse National Bank and to 
commit resources to support the Bank.  Currently, both the Company and 
the Bank have adequate capital, in excess of minimum requirements.

Waterhouse Securities is subject to rules adopted by the SEC, the NASD, 
the NYSE, other exchanges of which it is a member and various state 
securities law administrators which are designed to measure the general 
financial integrity and liquidity of broker-dealers by determining the 
amount of their net capital.  Waterhouse Securities may not pay 
dividends, distribute capital, prepay subordinated indebtedness or 
redeem or repurchase shares of its capital stock if, thereafter, it would 
be in violation of any such rules.  Waterhouse Securities has at all times 
maintained net capital in excess of the minimum amount of net capital 
required to be maintained by such rules, and as of November 30, 1995, 
had net capital in excess of the minimum amount of the required net
capital.

The Company had available formal and informal lines of credit of 
approximately $255 million (of which $62 million was utilized) at November 
30, 1995, which require collateralization upon utilization.  These lines 
of credit, payables to customers, and the convertible subordinated notes 
are the primary sources of liquidity for the Company.  Management believes 
that these primary sources of liquidity, along with the equity of the 
Company, are sufficient to meet the working capital needs of its 
subsidiaries including expansion of the securities, clearing and banking 
operations, as well as any possible future acquisitions.

Effects of Inflation

For the three month period ended November 30, 1995, there was no material 
effect on the Company due to inflation.



<PAGE> 11


                                   PART II - OTHER INFORMATION


Item 1. Legal Proceedings
         In the ordinary course of its business the Company is involved in 
         certain routine legal matters in which, in the opinion of management, 
         based on its discussions with counsel, are not expected to have a 
         material adverse effect on the Company's consolidated financial 
         condition.

Item 2. Changes in Securities
         Not applicable	

Item 3. Defaults Upon Senior Securities
         Not applicable

Item 4. Submission of Matters to a Vote of Security Holders
         Not applicable
	
Item 5. Other Information
         Not applicable

Item 6. Exhibits and Reports on Form 8-K
         Exhibit A - Computation of Earnings Per Common and Common Equivalent 
                     Shares	
         Exhibit B - Computation of Ratio of Earnings to Fixed Charges	


                                          SIGNATURES

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


                                           WATERHOUSE INVESTOR SERVICES, INC.

     Date:  January 12, 1996               By: /s/ Lawrence M. Waterhouse Jr.
                                           --------------------------------
                                           Lawrence M. Waterhouse, Jr.
                                           Chairman & Chief Executive Officer


     Date:  January 12, 1996               By: /s/ Bernard Siegel
                                           --------------------------------
                                           M. Bernard Siegel
                                           Chief Financial Officer