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

                            FORM 10-Q



 X  Quarterly report pursuant to Section 13 or 15(d) of the       
    Securities Exchange Act of 1934

For the quarterly period ended March 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 

                             NONE                               
(Former name, former address and former fiscal year, if changed
since last report)

     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.    Yes  X     No     

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of the latest practicable date.


       CLASS           SHARES OUTSTANDING AT APRIL 16, 1998
   Common Stock                     1,644,567



                                
            The Index to Exhibits appears on Page 18
                                

                        Page 1 of 19 pages
<PAGE> 2
                  PART I - FINANCIAL INFORMATION

Item 1. Consolidated Condensed Financial Statements

                 SARATOGA BANCORP AND SUBSIDIARY
              CONSOLIDATED CONDENSED BALANCE SHEETS

                                    March 31,        December 31,
                                      1998               1997*   
                                   (Unaudited)
ASSETS
Cash and due from banks           $  5,884,000     $  4,760,000
Federal funds sold                  14,800,000       10,500,000
Total cash and equivalents          20,684,000       15,260,000

Interest bearing deposits in
 other banks                         1,589,000        1,489,000
Securities available for sale       14,341,000       16,184,000
Securities held to maturity         30,910,000       31,152,000
Loans, net                          60,801,000       63,187,000
Premises and equipment               1,946,000        1,992,000
Other assets                         1,729,000        1,780,000
                                  
TOTAL ASSETS                      $132,000,000     $131,044,000
                                   ===========      ===========
LIABILITIES
Deposits:
  Non interest-bearing            $ 26,097,000     $ 25,456,000
  Interest-bearing                  67,828,000       65,590,000
Total deposits                      93,925,000       91,046,000
Federal funds purchased                 -             2,000,000
Other borrowings                    22,939,000       22,984,000
Accrued expenses and 
  other liabilities                  1,187,000        1,409,000

TOTAL LIABILITIES                  118,051,000      117,439,000
                                  
SHAREHOLDERS' EQUITY
Common stock, no par value;
 Authorized: 20,000,000 shares;    
 Issued and outstanding:
 1,637,950 and 1,644,567 shares      4,718,000        4,705,000
Net retained earnings                9,406,000        9,099,000
Unrealized loss on securities 
 available for sale                   (175,000)        (199,000)  
                                    
TOTAL SHAREHOLDERS' EQUITY          13,949,000       13,605,000
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY            $132,000,000     $131,044,000
                                   ===========      ===========

*Derived from the December 31, 1997 audited balance sheet included
in the Company's 1997 Annual Report on Form 10-K.

See notes to consolidated condensed financial statements.


<PAGE> 3                                      

                     SARATOGA BANCORP AND SUBSIDIARY
                    CONSOLIDATED CONDENSED INCOME STATEMENTS (Unaudited)


                                            Three Months Ended
                                                March 31, 
                                          1998           1997
                                      ------------   ------------
INTEREST INCOME:
 Loans                                $ 1,558,000    $ 1,303,000
 Investment securities                    748,000        592,000
 Federal funds sold                       104,000        224,000 
                                      -----------    ----------- 
Total interest income                   2,410,000      2,119,000
                                      -----------    -----------
INTEREST EXPENSE:
 Deposits                                 717,000        731,000
 Other                                    352,000        280,000 
                                      -----------    ----------- 
Total interest expense                  1,069,000      1,011,000
                                      -----------    -----------
NET INTEREST INCOME BEFORE
 PROVISION FOR CREDIT LOSSES            1,341,000      1,108,000
Provision for credit losses                51,000           -    
                                      -----------    ----------- 
Net interest income after
 provision for credit losses            1,290,000      1,108,000
Other income                              159,000        122,000
Other expenses                            776,000        780,000
                                      -----------    -----------
INCOME BEFORE INCOME TAXES                673,000        450,000
Provision for income taxes                256,000        171,000
                                      -----------    ----------- 
NET INCOME                            $   417,000    $   279,000
                                      ===========    ===========

EARNINGS PER SHARE:      
  Basic                               $      0.25    $      0.18
                                      ===========    ===========
  Diluted                             $      0.23    $      0.16
                                      ===========    ===========



See notes to consolidated condensed financial statements.           
<PAGE> 4
                    SARATOGA BANCORP AND SUBSIDIARY
      CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

                                             Three Months Ended
                                                   March 31,
                                              1998          1997    
OPERATIONS:
 Net income                              $    417,000   $   279,000
 
 Adjustments to reconcile net
   income to net cash provided
   by operating activities:
   Credit for credit losses                    51,000          -   
   Depreciation and amortization               46,000        46,000
   Other, net                                (304,000)      187,000   
Net cash provided by operating
   activities                                 210,000       512,000 

INVESTING ACTIVITIES:
  Proceeds from maturities or sale of
    securities available for sale          10,077,000       690,000
  Proceeds from maturities of
    securities held to maturity             2,199,000       647,000 
  Purchase of securities available 
    for sale                               (7,057,000)         -    
  Purchase of securities held to 
    maturity                               (3,085,000)     (150,000)
  Net (increase) decrease in loans          2,343,000      (236,000)
  Purchases of premises and equipment            -          (17,000)
  
Net cash provided by investing 
   activities                               4,477,000       934,000

FINANCING ACTIVITIES:
  Net increase in deposits                  2,879,000     2,159,000 
  Payment of cash dividends                  (110,000)         -    
  Issuance of common stock                     13,000          -
  Net decrease in other 
    borrowings                                (45,000)      (36,000)
  Decrease in federal funds purchased      (2,000,000)   (1,500,000)

Net cash provided by financing
  activities                                  737,000       623,000
                                              
NET INCREASE IN CASH AND EQUIVALENTS        5,424,000     2,069,000
Cash and equivalents,   
  Beginning of period                      15,260,000    22,843,000

Cash and equivalents,end of period        $20,684,000   $24,912,000
                                          ===========   ===========


See notes to consolidated condensed financial statements.
<PAGE> 5
               SARATOGA BANCORP AND SUBSIDIARY
    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             
                                   QUARTERS ENDED MARCH 31, 1998 AND 1997

1.  The unaudited consolidated condensed financial statements
reflect all adjustments (which include only normal recurring
adjustments) which are, in the opinion of management,
necessary to state fairly the results for the periods
presented.  The results for the periods are not necessarily
indicative of the results to be expected for the full fiscal
year.

2.  On March 27, 1998 the Board of Directors declared a 3-
for-2 stock split, which was distributed on May 1, 1998, to
shareholders of record as of April 15, 1998.  All share and
per share data have been retroactively adjusted to reflect
the stock split.

3.  The Company adopted SFAS No. 128 "Earnings per Share"
during the fourth quarter of 1997.  SFAS 128 requires
presentation of basic and diluted earnings per share (EPS)
and restatement of all prior period EPS presented.  Basic
EPS is computed by dividing net income by the weighted
average common shares outstanding during the period. 
Diluted EPS reflects the potential dilution if securities or
other contracts to issue common stock are exercised or
converted into common stock.  The weighted average shares
used in computing earnings per share are as follows:
<TABLE>
<CAPTION
                                   Quarters ended March 31,
                                        1998        1997
Weighted average shares used 
  in computing:
<S>                                 <C>           <C>
Basic earnings per share              1,638,668    1,553,933 
 
Diluted potential common shares
  from exercise of stock options,
  using the treasury stock method      179,881       209.431 
 
Diluted earnings per share           1,818,549     1,763,364      

</TABLE>
4.  Effective January 1, 1998, the Company adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive
Income."  This Statement requires that all items recognized under
accounting standards as components of comprehensive earnings be
reported in an annual financial statement that is displayed with
the same prominence as other annual financial statements, This
Statement also requires that an entity classify items of other
<PAGE> 6
comprehensive earnings by thier nature in an annual financial
statement.  For example, other comprehensive earnings may include
foreign currency translation adjustments, minimum pension liability
adjustments, and unrealized gains and losses on marketable
securities classified as available-for-sale.  Annual financial
statements for prior periods will be reclassified, as required. The
Company's total comprehensive earnings are as follows:
<TABLE>
<CAPTION>
                                      Quarters ended March 31,
                                         1998        1997
<S>                                  <C>          <C>
Net income                            $427,000     $279,000

Other comprehensive earnings(losses)-
  Net unrealized gains(losses) on
 securities available for sale           24,000      (24,000)

Total comprehensive earnings          $441,000     $255,000
</TABLE>

5.  For the three months ended March 31, 1998, cash paid for
income taxes was $566,000. There was no cash paid for income
taxes during the three months ended March 31, 1997.  During
the three months ended March 31, 1998 and 1997, cash paid for
interest was $1,050,000 and $959,000, respectively.

<PAGE> 7
               SARATOGA BANCORP AND SUBSIDIARY


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


Summary of financial results

At March 31, 1998, total assets were $132,000,000, an increase
of $956,000 (1.0%) from $131,044,000 at December 31, 1997. 
Net loans decreased $2,386,000 from $63,187,000 at December
31, 1997 to $60,801,000 at March 31, 1998.  Total deposits
increased $2,879,000 (3.2%) from $91,046,000 at year-end 1997
to $93,925,000 at March 31, 1998.  

Net income for the first quarter of 1998 was $417,000 ($0.25
basic earnings per share, $0.23 diluted earnings per share)
compared to $279,000 ($0.18 basic earnings per share, $0.16
diluted earnings per share) for the comparable period in 1997.

The increase in income resulted primarily from an increase in
the volume and yield of earning assets, offset in part by an
increase in interest expense due to the increased volume of
interest-bearing liabilities and other borrowings.


RESULTS OF OPERATIONS



Certain matters discussed or incorporated by reference in this
Quarterly Report on Form 10-Q are forward-looking statements
that are subject to risks and uncertainties that could cause
actual results to differ materially from those projected. 
Such risks and uncertainties include, but are not limited to,
matters described in Item 2 - "Management's Discussion and
Analysis of Financial Condition and Results of Operations." 
Therefore, the information set forth therein should be
carefully considered when evaluating the business prospects of
the Company and the Bank.

FIRST QUARTER OF 1998 AND 1997

An analysis of the results of operations of the Company for
the first quarter of 1998 compared to the first quarter of
1997 is presented below:


<PAGE> 8

Net interest income

Net interest income, the difference between interest earned on
loans and investments and interest paid on deposits and other
borrowings, is the principal component of the Bank's earnings. 
The components of net interest income are as follows:
<TABLE>
<CAPTION>
                                   Three months ended March 31,

                               1998                        1997           
                      Average           Average  Average           Average
                      Balance  Interest Yield(1) Balance  Interest Yield(1)
                                (In thousands, except percentages)
<S>                 <C>         <C>     <C>     <C>       <C>      <C>
Assets:
Earning assets:
  Loans (2)          $ 63,520    $1,558  9.8%    $53,050   $1,303   9.8%
  Securities           48,065       748  6.2      41,558      592   5.7 
  Federal funds sold    7,651       104  5.4      17,777      224   5.0 
  Total interest
    earning assets    119,236     2,410  8.1     112,385    2,119   7.5 
Cash and due from 
  banks                 4,862                      4,446
Other assets (3)        2,804                      3,992
                     $126,902                   $120,823
                     ========                    =======
Liabilities and 
  Shareholders'
  Equity:
Interest-bearing 
  liabilities:
  Demand deposits    $ 33,911       282  3.3     $37,006       311  3.4 
  Time deposits        32,831       435  5.3      31,715       420  5.3
  Other borrowings     22,986       352  6.1      18,183       280  6.2  
  Total interest-
    bearing
    liabilities        89,728     1,069  4.8      86,904     1,011  4.7 
Demand deposits        21,878                     21,033
Other liabilities       1,508                        774
Total liabilities     113,114                    108,711
Shareholders' equity   13,788                     12,112
                     $126,902                   $120,823
                     ========                    =======

Net interest income and margin(4)$1,341  4.5%               $1,108  3.9% 
                                 ======                     ======
</TABLE>
(1)  Annualized.
(2)  Loan interest income includes loan fee income of $82,000
     and  $83,000 for the quarters ended March 31, 1998 and
     1997, respectively.
(3)  Other assets include the average allowance for credit
     losses of $606,000 and $623,000 and average deferred loan
     fees of $319,000 and $325,000 for the quarters ended 
     March 31, 1998 and 1997, respectively. 
(4)  Net interest margin is computed by dividing net interest 
     income by total average earnings assets.
<PAGE> 9
<PAGE>
Provision for credit losses

The Bank maintains an allowance for possible credit losses
which is based, in part, on the Bank's historical loss
experience, the impact of forecasted economic conditions
within the Bank's market area, and, as applicable, the State
of California, the value of the underlying collateral, loan
performance and inherent risks in the loan portfolio.  The
allowance is reduced by charge-offs and increased by
provisions for credit losses charged to operating expense and
recoveries of previously charged-off loans.   During the first
quarter of 1998, the Bank provided $51,000 for the allowance
for credit losses. During the first quarter of 1997, the Bank
did not record a provision for credit losses.  There were no
loans charged-off and $12,000 in recoveries in the first
quarter of 1998, compared to $18,000 in loans charged-off and
$10,000 in recoveries in the first quarter of 1997.  
  
At March 31, 1998, the allowance for credit losses was
$641,000 or 1.1% of total loans, compared to $578,000 or 0.9%
at December 31, 1997.  There were no nonaccrual loans at March
31, 1998 ($360,000 at December 31, 1997).

At March 31, 1998 and December 31, 1997, there were no loans
past due 90 days or more as to principal or interest and still
accruing interest.  There were no loans at March 31, 1998
which were troubled debt restructurings as defined in
Statement of Financial Accounting Standards No. 15,
"Accounting by Debtors and Creditors for Troubled Debt
Restructuring."  At March 31, 1998, there were two potential
problem loans having a combined principal balance of $259,000
($305,000 at December 31, 1997).  Potential problem loans are
loans which are generally current as to principal and interest
but have been identified by the Company as potential problem
loans due either to a decrease in the underlying value of the
property securing the credit or some other deterioration in
the creditworthiness of the borrower.  The two loans
identified as potential problem loans are secured by real
estate and personal property.

There was no Other Real Estate Owned ("OREO") at March 31, 1998
or December 31, 1997.
<PAGE> 10
Nonperforming loans and OREO are summarized below:
<TABLE>
<S>                           <C>              <C>
                            March 31, 1998   December 31, 1997
Nonperforming loans:
 Past due 90 days or more      $     -          $     -   
 Nonaccrual                          -             360,000
    
   Total                             -             360,000

Other real estate owned              -                -   

Total nonperforming loans and
 other real estate owned       $     -          $ 360,000
                               ==========       ==========
</TABLE>
Management is of the opinion that the allowance for credit
losses is maintained at an adequate level for known and
currently anticipated future risks inherent in the loan
portfolio.  However, the Bank's loan portfolio, which includes
approximately $35,000,000 in real estate loans representing
approximately 58% of the portfolio, could be adversely
affected if California economic conditions and the real estate
market in the Bank's market area were to weaken.  The effect
of such events, although uncertain at this time, could result
in an increase in the level of nonperforming loans and OREO
and the level of the allowance for loan losses which could
adversely affect the Company's and the Bank's future growth
and profitability.

NONINTEREST INCOME

Other income consists of service charges on deposit accounts,
income from assets acquired for lease and fees for other
miscellaneous services.  Total other income increased from
$122,000 in the first quarter of 1997 to $159,000 in the first
quarter of 1998.  This increase is primarily attributable to
a gain on sale of securities of $51,000.

NONINTEREST EXPENSE

Other expenses decreased slightly from $780,000 in the first
quarter of 1997 to $776,000 in the first quarter of 1998.  As
a percentage of average earning assets, other expenses for the
first quarter, on an annualized basis, were 2.8% and 2.6% in
1997 and 1998, respectively.
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES

The Bank manages its liquidity to provide adequate funds at an
acceptable cost to support borrowing requirements and deposit
flows of its customers.  Liquid assets as a percentage of
deposits were 39% and 36% at March 31, 1998 and December 31,
1997, respectively.  In addition to cash and due from banks,
liquid assets include Federal funds sold and securities
available for sale.  The Bank has $10.0 million in Federal
funds lines of credit available with correspondent banks to
meet liquidity needs.

Management regularly reviews general economic and financial
conditions, both external and internal, and determines whether
the positions taken with respect to liquidity and interest
rate sensitivity continue to be appropriate.  The Bank also
utilizes a monthly "Gap" report which identifies rate
sensitivity over the short- and long-terms.


The following table sets forth the distribution of repricing
opportunities, based on contractual terms, of the Company's
earning assets and interest-bearing liabilities at March 31,
1998, the interest rate sensitivity gap (i.e. interest rate
sensitive assets less interest rate sensitive liabilities),
the cumulative interest rate sensitivity gap, the interest
rate sensitivity gap ratio (i.e. interest rate sensitive
assets divided by interest rate sensitive liabilities) and the
cumulative interest rate sensitivity gap ratio.

Based on the contractual terms of its assets and liabilities,
the Bank is currently liability sensitive in terms of its
exposure to interest rates through the next five years.  In
other words, the Bank's liabilities reprice faster than its
assets during the next five years.
<PAGE> 12
<TABLE>
<CAPTION>
DISTRIBUTION OF REPRICING OPPORTUNITIES
At March 31, 1998
(Dollars in thousands)
                           After Three  After Six   After One
                   Within   Months But  Months But  Year But   After 
                   Three    Within Six  Within One  Within     Five 
                   Months     Months       Year     Five Years Years    Total  

<S>              <C>       <C>         <C>        <C>      <C>        <C>
Federal funds 
  sold            $14,800   $   -       $   -      $   -    $   -      $14,800
Interest bearing 
 deposits in 
 other banks         -          -         1,589        -        -        1,589
Municipal 
 securities           200       661         -        1,982    5,277      8,120  
U.S. Treasury 
 and Agency                                
 securities         3,007       518         625      4,799   26,021     34,970 
FRB/FHLB stock       -         -           -          -       2,162      2,162
Loans              32,113     1,231       3,141     12,686   12,576     61,747  

Total earning 
 assets           $50,120   $ 2,410     $ 5,355    $19,467  $46,036   $123,388  

Interest-bearing
  demand deposits $34,294   $   -       $   -     $   -    $    -     $ 34,294
Savings deposits    3,755       -           -         -         -        3,755 
Time certificates 
 of deposit of 
 $100,000 or more   5,852   $ 1,753     $ 3,921    $ 2,543      -       14,069
Other time 
 deposits           4,154     3,274       5,397      2,885      -       15,710
Other borrowings    5,000      -           -         7,016   $10,923    22,939
                    
Total interest-
 bearing
 liabilities      $53,055    $5,027     $ 9,318    $12,444  $10,923    $90,767  

Interest rate
  sensitivity 
  gap             $(2,935)  $(2,617)    $(3,963)   $ 7,023  $35,113    $32,621
                  =======   =======     =======    =======  =======    =======  
Cumulative interest
  rate sensitivity
  gap             $(2,935)  $(5,552)    $(9,515)   $(2,492)  $32,621
                  =======   =======     =======    =======   =======
Interest rate
  sensitivity gap
  ratio              0.94%     0.48%       0.57%      1.56%     4.21%

Cumulative interest
  rate sensitivity
  gap ratio          0.94%     0.90%       0.86%      0.97%     1.36%
</TABLE>
<PAGE> 13
The Company and the Bank are subject to capital adequacy
guidelines issued by the Board of Governors of the Federal
Reserve System (the "Board of Governors") and the Office of
the Comptroller of the Currency ("OCC"). The Company and the
Bank are required to maintain total capital equal to at least
8% of assets and commitments to extend credit, weighted by
risk, of which at least 4% must consist primarily of common
equity including retained earnings (Tier 1 capital) and the
remainder may consist of subordinated debt, cumulative
preferred stock or a limited amount of loan loss reserves. 
Certain assets and commitments to extend credit present less
risk than others and will be assigned to lower risk-weighted
categories requiring less capital allocation than the 8% total
ratio.  For example, cash and government securities are
assigned to a 0% risk-weighted category, most home mortgage
loans are assigned to a 50% risk-weighted category requiring
a 4% capital allocation and commercial loans are assigned to
a 100% risk-weighted category requiring an 8% capital
allocation.  As of March 31, 1998, the Company's total risk-
based capital ratio was approximately 18.7% (approximately
17.8% for the Bank) compared to approximately 18.1%
(approximately 17.4% for the Bank) at December 31, 1997.

The Board of Governors and the OCC adopted a 3% minimum
leverage ratio for banking organizations as a supplement to
the risk-weighted capital guidelines.  The minimum leverage
ratio is intended to limit the ability of banking 
organizations to leverage their equity capital base by
increasing assets and liabilities without increasing capital
proportionately.  The 3% minimum leverage ratio constitutes a
minimum ratio for well-run banking organizations.  
Organizations experiencing or anticipating significant growth
or failing to meet certain BGFRS standards will be required to
maintain a minimum leverage ratio ranging from 100 to 200
basis points in excess of the 3% ratio.  

The following table reflects the Company's leverage, Tier 1
and total risk-based capital ratios as of March 31, 1998 and
December 31, 1997.
<TABLE>
<S>                                  <C>               <C>
                             March 31, 1998  December 31, 1997
Leverage ratio                        10.8%             10.9%
Tier 1 capital ratio                  17.9%             17.4% 
Total risk-based capital ratio        18.7%             18.1%
</TABLE>
On December 19, 1991, the President signed the Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA").  
The FDICIA, among other matters, substantially revised banking
regulations and established a framework for determination of
capital adequacy of financial institutions.  Under the FDICIA,
financial institutions are placed into one of five capital
adequacy catagories as follows: (1) "Well capitalized" -
<PAGE> 14
consisting of institutions with a total risk-based capital
ratio of 10% or greater, a Tier 1 risk-based capital ratio of
6% or greater and a leverage ratio of 5% or greater, and the
institution is not subject to an order, written agreement,
capital directive or prompt corrective action directive; (2)
"Adequately capitalized" - consisting of institutions with a
total risk-based capital ratio of 8% or greater, a Tier 1
risk-based capital ratio of 4% or greater and a leverage ratio
of 4% or greater, and the institution does not meet the
definition of a "well capitalized" institution; (3)
"Undercapitalized" - consisting of institutions with a total
risk-based capital ratio less than 8%, a Tier 1 risk-based
capital ratio of less than 4%, or a leverage ratio of less
than 4%; (4) "Significantly undercapitalized" - consisting of
institutions with a total risk-based capital ratio of less
than 6%, a Tier 1 risk-based capital ratio of less than 3%, or
a leverage ratio of less than 3%; (5) "Critically
undercapitalized" - consisting of an institution with a ratio
of tangible equity to total assets that is equal to or less
than 2%.

Financial institutions classified as undercapitalized or below
are subject to various limitations including, among other
matters, certain supervisory actions by bank regulatory
authorities and restrictions related to (i) growth of assets,
(ii) payment of interest on subordinated indebtedness, (iii)
payment of dividends or other capital distributions, and (iv)
payment of management fees to a parent holding company. 
FDICIA requires bank regulatory authorities to initiate
corrective action regarding financial institutions which fail
to meet minimum capital requirements.  Such action may result
in orders to, among other matters, augment capital and reduce
total assets.  Critically undercapitalized financial
institutions may also be subject to appointment of a receiver
or implementation of a capitalization plan.

OTHER MATTERS

From time to time, the Company's Board of Directors reviews
and consults with advisors, including investment banking and
legal advisors, regarding banking industry trends and
developments, as well as internal and external opportunities
to maximize shareholder value.  Such reviews and consultations
include evaluating and comparing internal results of
operations projections and external opportunities for mergers,
acquisitions, reorganizations, or other transactions with
third parties which may be in the interests of the Company's
shareholders.  The Company's Board of Directors considers such
periodic review and consultation to be important as part of
their analysis of the Company's value and prospects in the
changing banking environment and in view of the current
consolidation activity within the banking industry.
<PAGE> 15
Year 2000

        As the year 2000 approaches, a critical issue has
emerged regarding how existing application software programs
and operating systems can accommodate this date value.  In
brief, many existing application software products were
designed to only accommodate a two digit date position which
represents the year (e.g. "97" is stored on the system and
represents the year 1997).  As a result, the year 1999 (i.e.
"99",  could be the maximum date value these systems will be
able to accurately process.  This is not just a banking
problem, as corporations around the world and in all
industries are similarly impacted.  Management is in the
process of working with its software vendors to assure that
the Company is prepared for the year 2000. The Company has put
procedures in place to inquire whether the systems of key
borrowers are year 2000 compliant.  At present the Company has
not identified any special problems and does not have an
estimate of the total cost of evaluating and fixing any
potential year 2000 problems. 

Quantitative and Qualitative Disclosures about Market Risk

Disclosures under this item are not required for the current
fiscal year as the Company qualifies as a "Small Business"
filer.
<PAGE> 16

                 PART II - OTHER INFORMATION

Item 1. Legal Proceedings

          Not applicable

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

(a)  (3)  Exhibits

     27.1 Financial Data Schedule

(b)  Reports on Form 8-K

     On March 2, 1998, Registrant filed a Current Report
     on Form 8-K, dated February 20, 1998, reporting under
     Item 5 (Other Events) a ten cent ($0.10) cash dividend on
     the outstanding shares of Common Stock of Saratoga 
     Bancorp, to be payable on April 14, 1998 to shareholders
     of record at the close of business on March 31, 1998.  

     On April 10, 1998, Registrant filed a Current Report   
     on Form 8-K, dated March 27, 1998, reporting under
     Item 5 (Other Events) a three-for-two stock split of
     the outstanding shares of Common Stock of Saratoga 
     Bancorp, to be payable on May 1, 1998 to shareholders
     of record at the close of business on April 15, 1998.

     On April 10, 1998, Registrant filed a Current Report
     on Form 8-K, dated April 10, 1998, reporting under
     Item 5 (Other Events) the amendments of the financial
     data schedules for the preceding two year period.

<PAGE> 17    
                             
                             
                        SIGNATURES

PURSUANT TO THE REQUIREMENTS 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


                               Richard L. Mount
Date: May 11, 1998             -------------------------
                              Richard L. Mount, President
                             (Principal Executive Officer)
                      
                             
                             
<PAGE> 18                             
                                                   
                     INDEX TO EXHIBITS
                                             
                                               Sequentially
                                                 Numbered
Number                   Exhibits                  Page

 27.1          Financial Data Schedule              19