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             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                     FORM 10-K/A - No. 1(Mark One)

 X  AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR
     15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the fiscal year ended December 31, 1998 or 

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934 
     
For the transition period from            to                    

Commission file number            2-77519-LA           

                             SARATOGA BANCORP                
     (Exact name of registrant as specified in its charter)

          California                          94-2817587     
   (State or other jurisdiction of        (I.R.S. employer   
   incorporation or organization)        Identification No.)

   12000 Saratoga-Sunnyvale Road                            
      Saratoga, California                       95070    
(Address of principal executive offices)       (Zip Code)   

Registrant's telephone number, including area code   (408)973-1111

Securities registered pursuant to Section 12 (b) of the Act:
                                            Name of each exchange
          Title of each class               on which registered
                NONE                                      
 
Securities registered pursuant to Section 12 (g) of the Act:
                          NONE      
                     (Title of class)

     Saratoga Bancorp (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, and (2) has been subject to such
filing requirements for the past 90 days.
                        Yes  X  No     . 

     Indicate by checkmark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K. [X]                     

The aggregate market value of the voting stock held by non-affiliates of
Saratoga Bancorp on March 31, 1999 was $21,216,622. 

As of March 31, 1999, Saratoga Bancorp had 1,594,788 shares of common stock
outstanding.

Portions of the Registrant's Definitive Proxy Statement dated April 22, 1999
are incorporated into Part III, Items 10 through 13.






                    Exhibit Index is on page 5.        


                        Page 1 of 17 pages

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                     Saratoga Bancorp
             Amendment to Items 10 through 13
           of Form 10-K filed on March 29, 1999


     The Registrant hereby amends Items 10, 11,12 and 13 of
the Registrant's Form 10-K filed with the Securities and
Exchange commission on March 29, 1999 by attaching certain
portions of its Definitive Proxy Statement dated April 22,
1999 (the "Definitive Proxy Statement").

                             
PART III       

Item 10.  Directors and Executive Officers of the Registrant

     The information required by this item is set forth on
pages 4 through 6 of the Definitive Proxy Statement, copies of
which pages are attached hereto and incorporated herein by
reference.

Item 11.  Executive Compensation

     The information required by this item is set forth on
page1 7 through 10 of the Definitive Proxy Statement, copies
of which pages are attached hereto and incorporated herein by
reference.

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management

     The information required by this Item is set forth on
pages 2 through 3 of the Definitive Proxy Statement, copies of
which pages are attached hereto and incorporated herein by
reference.

Item 13.  Certain Relationships and Related Transactions

     The information required by this Item is set forth on
page 11 of the Definitive Proxy Statement, a copy of which
page is attached hereto and incorporated herein by reference.

                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
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                          PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports
on Form 8-K

    (a)   (99.9)  The Registrant's Definitive proxy Statement
                  dated April 22, 1999.  

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                              SIGNATURES



Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


    
                          SARATOGA BANCORP
                             
                             
                             

Date: April 30, 1999     RICHARD L. MOUNT
                         Richard L. Mount, President
                         (Principal Executive Officer)



Date: April 30, 1999     MARY PAGE ROURKE
                         Mary Page Rourke, Treasurer
                         (Principal Financial and 
                          Accounting Officer)



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                      INDEX TO EXHIBITS

                                                    Sequentially
Number                   Exhibits                   Numbered Page


 99.1      The Registrant's Definitive proxy 
           Statement dated April 22, 1999, which
           is furnished for the information of
           the Securities and Exchange Commission
           and, except for those portions which
           are expressly incorporated by reference
           in this filing, is not to be deemed 
           "filed" as part of this filing.              6 - 17