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

 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, 1997 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 1, 1998 was $19,421,316.  

As of March 1, 1998, Saratoga Bancorp had 1,091,967 shares of common stock
outstanding.

Portions of the Registrant's Definitive Proxy Statement dated April 24, 1998
are incorporated into Part III, Items 10 through 13.






                    Exhibit Index is on page 5.        


                        Page 1 of 25 pages
<PAGE>2
                         Saratoga Bancorp
                Amendment to Items 10 through 13
              of Form 10-K filed on March 25, 1998

     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 28, 1996 by attaching certain portions of its
Definitive Proxy Statement dated April 26, 1996 (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 pages 7
through 8 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 10
of the Definitive Proxy Statement, a copy of which page is attached
hereto and incorporated herein by reference.

                            PART IV

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

     (a) *(99.1) Registrant's Definitive Proxy Statement dated
                 April 24, 1998 

<PAGE> 3
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, 1998                                   
                         Richard L. Mount, President
                         (Principal Executive Officer)



Date: April 30, 1998                                   
                         Mary Page Rourke, Treasurer
                         (Principal Financial and 
                           Accounting Officer)


<PAGE>4

                       INDEX TO EXHIBITS

                                                         Sequentially
Number                   Exhibits                        Numbered Page

99.1            The Registrant's Definitive Proxy
                Statement dated April 26, 1998,
                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.                     5 - 20